40FR12B

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)

x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

¨ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended                     

Commission file number:                     

NORBORD INC.

(Exact name of registrant as specified in its charter)

Canada	2400	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number)

1 Toronto Street, Suite 600

Toronto, Ontario, Canada, M5C 2W4

(416) 365-0705

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Torys LLP

1114 Avenue of the Americas

23rd Floor

New York, New York 10036

Attention: Andrew J. Beck

(212) 880-6010

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code)

of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class	Name Of Exchange On Which Registered
Common Shares, Without Par Value	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

¨  Annual Information Form ¨  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  ¨            No   x

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes  ¨            No   ¨

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “does not expect,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord Inc. (“Norbord”) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the Margin Improvement Program (MIP); (8) sensitivity to changes in product prices, such as the price of oriented strand board (“OSB”); (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fiber, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; (16) the integration of the Ainsworth operations; and (17) the ability of the combined company to realize synergies.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fiber resources at competitive prices; (6) availability of rail services and port facilities; (7) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (8) impact of changes to, or non-compliance with, environmental regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of tax exposures; (12) effects of currency exposures and exchange rate fluctuations; and (13) future operating costs.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in the Exhibits, incorporated by reference into this Registration Statement. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, Norbord, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the Caution Regarding Forward-Looking Information statement in the January 28, 2016 Annual Information Form, attached hereto as Exhibit 99.1 and the cautionary statement contained in the Forward-Looking Statements section of the 2015 Management’s Discussion and Analysis dated January 28, 2016, attached hereto as Exhibit 99.2.

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DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

Norbord is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.

Norbord’s annual audited consolidated financial statements and unaudited interim financial statements incorporated by reference in this Form 40-F have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Accordingly, Norbord’s financial statements, including those prepared after the date of this Form 40-F, may not be comparable to those prepared by U.S. companies. In addition, Norbord is not required to prepare a reconciliation of its financial statements between IFRS and U.S. generally accepted accounting principles, and has not quantified such differences, which may be significant.

DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS

In accordance with General Instruction B.(1) of Form 40-F, Norbord hereby incorporates by reference Exhibits 99.1 through 99.48 as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction B.(2) of Form 40-F which requires a description of the common shares of Norbord (the “Common Shares”) registered pursuant to this Form 40-F, Norbord is authorized to issue an unlimited number of Common Shares. Each Common Share is entitled to one vote at a meeting of Norbord shareholders. As at February 8, 2016, 85,443,901 Common Shares were issued and outstanding.

In accordance with General Instruction D.(9) of Form 40-F, Norbord has filed written consents of the experts named in the foregoing exhibits as Exhibits 99.47 and 99.48, as set forth in the Exhibit Index attached hereto.

COMPLIANCE WITH AUDITOR INDEPENDENCE REQUIREMENTS

During 2015, KPMG member firms provided non-audit services to certain affiliates of Norbord which are prohibited under SEC independence rules. These services were provided to subsidiaries of Norbord’s controlling shareholder, Brookfield Asset Management Inc. (“Brookfield”), which are therefore considered affiliated entities of Norbord. These affiliates are not consolidated into the financial statements of Norbord and are not subject to audit by KPMG.

A KPMG member firm performed prohibited loaned personnel services for a Brookfield affiliate in India by providing primarily junior level staff for bookkeeping and finance function support, under the supervision and direction of the affiliate’s local finance management. Fees billed were approximately US$12,500 per month and these services were terminated in October 2015. Another KPMG member firm performed research and development tax incentive claim services for the 2014 tax year for a Brookfield affiliate in Australia under a prohibited contingency fee arrangement. Fees billed were approximately US$7,500 and the fee arrangement was terminated in August 2015.

While these non-audit services and fee arrangement are not permitted under SEC independence rules, KPMG and Norbord’s Audit Committee have concluded that these matters did not affect KPMG’s ability to be objective and apply impartial judgment in its audit of Norbord’s 2015 financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

Norbord does not have any off-balance sheet arrangements (as defined in General Instruction B.(11) of Form 40-F).

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided in Norbord’s management’s discussion and analysis for the fiscal year ended December 31, 2015 in Exhibit 99.2 as filed with this Form 40-F contains Norbord’s disclosure of contractual obligations and is incorporated by reference herein.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking.

Norbord undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process.

(1) Concurrently with the filing of this Registration Statement, Norbord shall file a Form F-X with the Commission.

(2) Any change to the name or address of the agent for service of Norbord shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of Norbord.

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SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: February 9, 2016	NORBORD INC.
	By:	/s/ Robin E. Lampard
	Name:	Robin E. Lampard
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
	Annual Information
99.1	Annual information form for the year ended December 31, 2015
99.2	Management’s Discussion and Analysis for the year ended December 31, 2015
99.3	Audited annual financial statements for the year ended December 31, 2015
99.4	Certification of annual filings dated January 28, 2016
99.5	Annual information form for the year ended December 31, 2014
99.6	Management’s Discussion and Analysis for the year ended December 31, 2014
99.7	Audited annual financial statements for the year ended December 31, 2014
99.8	Certification of annual filings dated January 29, 2015
	Quarterly Information
99.9	Unaudited interim financial statements for the three and nine months ended September 26, 2015
99.10	Management’s discussion and analysis for the three and nine months ended September 26, 2015
99.11	Certification of interim filings dated October 30, 2015
99.12	Unaudited interim financial statements for the three and six months ended June 27, 2015
99.13	Management’s discussion and analysis for the three and six months ended June 27, 2015
99.14	Certification of interim filings dated July 30, 2015
99.15	Unaudited interim financial statements for the three months ended March 28, 2015
99.16	Management’s discussion and analysis for the three months ended March 28, 2015
99.17	Certification of interim filings dated May 1, 2015
	Shareholder Meeting Materials
99.18	Notice of Annual Meeting of Shareholders dated February 4, 2016
99.19	Report of Voting Results from the Annual General Meeting of Shareholders dated May 12, 2015
99.20	Management Information Circular dated April 6, 2015
99.21	Notice of Annual Meeting of Shareholders dated April 6, 2015
99.22	Report of Voting Results from Special Meeting of Shareholders dated January 27, 2015
	News Releases
99.23	News release dated January 28, 2016
99.24	News release dated January 18, 2016
99.25	News release dated October 30, 2015
99.26	News release dated July 30, 2015
99.27	News release dated May 12, 2015
99.28	News release dated May 1, 2015
99.29	News release dated April 30, 2015
99.30	News release dated April 16, 2015
99.31	News release dated April 1, 2015
99.32	News release dated April 1, 2015
99.33	News release dated April 1, 2015
99.34	News release dated April 1, 2015
99.35	News release dated March 16, 2015
99.36	News release dated January 30, 2015
99.37	News release dated January 28, 2015
99.38	News release dated January 27, 2015
	Other Material Documents Filed with Canadian Securities Regulators
99.39	Summary of Code of Business Conduct dated October 29, 2015
99.40	Certificate of Amalgamation dated July 15, 2015
99.41	Stock Option Plan dated April 27, 2012, as amended June 14, 2015
99.42	Summary of Code of Business Conduct dated May 15, 2015
99.43	Business acquisition report dated June 5, 2015
99.44	Indenture for 6.250% Senior Secured Notes dated April 16, 2015
99.45	Early Warning Report dated April 2, 2015
99.46	Annual Report dated January 27, 2015
	Consents
99.47	Consent of KPMG LLP
99.48	Consent of Deloitte LLP

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EX-99.1

Exhibit 99.1

NORBORD INC.

Annual Information Form

January 27, 2016

TABLE OF CONTENTS

	Page
CAUTION REGARDING FORWARD-LOOKING INFORMATION		3
CORPORATE STRUCTURE		5
GENERAL DEVELOPMENT OF THE BUSINESS		5
DESCRIPTION OF THE BUSINESS		7
RISKS OF THE BUSINESS		11
CAPITAL STRUCTURE		15
DIVIDENDS		17
MARKET FOR SECURITIES		18
DIRECTORS AND SENIOR EXECUTIVE OFFICERS		19
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		20
MATERIAL CONTRACTS		21
TRANSFER AGENT AND REGISTRAR		21
AUDIT COMMITTEE		22
INTERESTS OF EXPERTS		23
ADDITIONAL INFORMATION		23
GLOSSARY		23
Appendix A – Audit Committee – Terms of Reference		25

Norbord Inc. 2015 Annual Information Form Page 2

Unless otherwise noted, all information contained in this Annual Information Form (AIF) is as at December 31, 2015.

All dollar amounts in this AIF are in US dollars unless otherwise specified.

In this AIF, “Norbord” means Norbord Inc. and its consolidated subsidiaries and affiliates. “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise.

“Brookfield” means collectively Brookfield Asset Management Inc. and its consolidated subsidiaries and affiliates (other than Norbord), a related party, by virtue of a controlling equity interest in the Company.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “projects,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding compliance with environmental regulations; (12) expectations regarding income tax rates; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; and (16) historical, forecasted and other forward-looking information published by third-parties such as the U.S. Census Bureau and FEA (Forest Economic Advisors, LLC) which we may refer to but have not independently verified; (17) the integration of the Ainsworth operations; and (18) the ability of the combined company to realize synergies.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration and cyclicality; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) availability of rail services and port facilities; (7) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (8) impact of changes to, or non-compliance with, environmental regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of tax exposures; and (12) effects of currency exposures and exchange rate fluctuations.

Norbord Inc. 2015 Annual Information Form Page 3

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information.

(The remainder of this page is intentionally left blank)

Norbord Inc. 2015 Annual Information Form Page 4

CORPORATE STRUCTURE

Norbord Inc. was formed under the Canada Business Corporations Act on December 31, 1998 by the amalgamation of Noranda Forest Inc. and NFI Forest Holdings Ltd. The Company filed Articles of Arrangement and Restated Articles of Incorporation on June 30, 2004 to facilitate the transfer of its paper and timber business to a new public company, Fraser Papers Inc., and changed its name from Nexfor Inc. to Norbord Inc. The Company filed Articles of Amendment on October 16, 2009 in connection with its one for ten share consolidation effective the same date. On July 15, 2015, the Company filed Articles amalgamating Norbord Inc. and Ainsworth Lumber Co. Ltd. (Ainsworth).

The registered and principal office of Norbord Inc. is 1 Toronto Street, Suite 600, Toronto, Ontario, M5C 2W4.Norbord is an international producer of wood-based panels with approximately 2,600 employees and 17 plant locations in the United States, Europe and Canada. Norbord has assets of more than $1.6 billion, net sales of more than $1.5 billion, and is one of the world’s largest producers of OSB. In addition to OSB, Norbord manufactures particleboard, MDF and related value-added products.

At January 27, 2016, Brookfield owned approximately 53% of the outstanding Common Shares of the Company.

The principal operating subsidiaries of the Company are:

Name	Jurisdiction of Incorporation	Percentage of Voting Securities Owned	Date of Incorporation
Norbord Alabama Inc.	Alabama	100%	10/12/1999
Norbord Europe Ltd.	United Kingdom	100%	04/12/2012
Norbord Georgia LLC	Delaware	100%	12/31/2008
Norbord Industries Inc.	Ontario	100%	08/24/1988
Norbord Minnesota Inc.	Delaware	100%	12/20/2006
Norbord Mississippi LLC	Delaware	100%	12/31/2008
Norbord NV	Belgium	100%	05/28/2004
Norbord South Carolina Inc.	South Carolina	100%	05/22/1998
Norbord Texas (Jefferson) Inc.	Delaware	100%	12/20/2006
Norbord Texas (Nacogdoches) Inc.	Delaware	100%	12/20/2006

There are no voting or non-voting securities issued by any of the Company’s subsidiaries that are not 100% owned, directly or indirectly, by the Company.

GENERAL DEVELOPMENT OF THE BUSINESS

Changes in the Business 2013-2016

Merger with Ainsworth

On December 8, 2014, the Company and Ainsworth announced that they had entered into an arrangement agreement under which the Company and Ainsworth would merge to create a leading global wood products company focused on OSB across North America, Europe and Asia (the Merger).

On March 31, 2015, the Merger was completed. Under the terms of the transaction, Norbord acquired all of the outstanding common shares of Ainsworth in an all-share transaction and Ainsworth shareholders received 0.1321 of a share of Norbord for each Ainsworth share. Norbord issued 31,830,328 Common Shares to Ainsworth shareholders on closing. Ainsworth common shares were de-listed from the Toronto Stock Exchange on April 2, 2015. A business acquisition report prepared in connection with the Merger was filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Norbord Inc. 2015 Annual Information Form Page 5

Other Developments

On October 28, 2015, the Company announced that it had received approval from the Toronto Stock Exchange (TSX) to conduct a normal course issuer bid in accordance with TSX rules. Under the bid, the Company may purchase up to 4,270,085 of its Common Shares, representing 5% of the 85,401,715 issued and outstanding Common Shares as of October 20, 2015. Purchases under the bid will terminate on the earlier of November 2, 2016, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by Norbord of termination of the bid. As of the date of this AIF, the Company had not made any purchases under this bid and the previous bid which expired on February 4, 2014.

In April 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2017 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the outstanding $315 million senior secured notes of Ainsworth due in 2017 that were assumed upon closing of the Merger.

In April 2015 the Company amended its committed revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Merger and extend the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016). The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with the holders of the 2017, 2020 and 2023 senior secured notes.

In April 2015, the Company amended its accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution, increasing the program commitment by $25 million to $125 million to reflect the Merger.

On November 26, 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with Norbord’s existing senior secured notes and committed revolving bank lines. The Company used the proceeds to early redeem the existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015.

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of the Company’s Common Shares. Under the agreement, the syndicate agreed to purchase 3.3 million Common Shares at a purchase price of CAD $33.00 per Common Share. Brookfield offered 2.75 million Shares and the Company’s senior management offered 0.55 million Shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million Common Shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased from approximately 59% to 53% of the Common Shares outstanding. Norbord did not receive any proceeds from the offering.

On March 18, 2013, the Company announced that effective March 25, 2013, it amended certain terms of the warrant indenture dated December 24, 2008 by a supplemental warrant indenture to include a cashless exercise feature. In accordance with the supplemental indenture, warrantholders were also provided with the choice to exercise their warrants on a cashless basis, and receive Common Shares of the Company based on the in-the-money amount of their warrants. During 2013, 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million Common Shares. In addition, in 2012 and 2013, a total of 1.9 million warrants were exercised on a cash basis resulting in the issuance of 0.2 million Common Shares for total proceeds of $2 million. On December 24, 2013, the outstanding warrants expired and were de-listed from the TSX.

Norbord Inc. 2015 Annual Information Form Page 6

In January 2013, Norbord announced its intention to restart its Jefferson, Texas mill in response to increased demand for OSB. Prior to this, the mill had been indefinitely curtailed since 2009. In June 2013, the mill restarted on a limited production schedule and ramped up to full capacity by the fourth quarter of 2013. At that time, this mill represented 9% of Norbord’s annual OSB capacity in North America.

DESCRIPTION OF THE BUSINESS

Principal Products and Markets

Norbord’s business comprises the manufacturing, sales, marketing and distribution of panelboards and related products used primarily in the construction of new homes or the renovation and repair of existing structures. In general, the business is affected by the level of housing starts, the level of home repairs, the availability and cost of financing, changes in industry capacity, changes in raw material prices, changes in foreign exchange rates (primarily the Canadian dollar, Pound Sterling and Euro currencies) and other operating costs.

Products are primarily sold to major retail chains, contractor supply yards and industrial users. Some mill products are sold to industrial customers for further processing or as components for other products. Norbord OSB products are sold in North America under the following brand names: Durastrand pointSIX^®, Pinnacle^® and Stabledge^® (premium flooring), pointSIX^® and TruFlor^® (commodity flooring), SteadiTred^® (industrial), QuakeZone^®, Tallwall^®, Trubord™ and Windstorm™ (wall sheathing) and SolarBord™ (radiant barrier sheathing). In Europe, Norbord products are sold under the trademarks SterlingOSB^® (OSB), Caberwood MDF^® (MDF), Conti^® and Caberboard^® (particleboard).

The Company operates in North America and Europe. Sales revenues by geographic segment are determined based on the origin of shipment. In 2015, 70% of Norbord’s sales originated from North America (2014 – 68%) and 30% from Europe (2014 – 32%).

North America is the principal market destination for Norbord’s products. In 2015 and 2014, Norbord’s panel shipments by volume originated as follows:

	2015(1)			2014(1)
North America		76	%		76	%
Europe		24	%		24	%
Total		100	%		100	%

⁽¹⁾  Figures have been restated to include Ainsworth.

OSB is used principally for sheathing, flooring and roofing in home construction. OSB production currently represents approximately 66% of total North American structural panel production. In Europe, OSB’s share of the structural panel market is lower than in North America due mainly to different housing construction methods; however, OSB use is growing rapidly in Europe. Norbord’s particleboard is used primarily in flooring and other construction applications. Medium density fibreboard (MDF) applications include cabinet doors, mouldings and interior wall paneling.

Norbord Inc. 2015 Annual Information Form Page 7

Principal Operating Interests

Information regarding Norbord’s estimated annual production capacity is set forth in the following table. The estimated annual production capacity is based on normal operating rates and normal production mixes under current market conditions, taking into account known constraints, such as permit restrictions. Factors such as market conditions, fluctuations in raw material availability, mechanical interruptions and the nature of current orders may cause actual production rates and mixes to vary significantly from the estimated production rates and mixes used to derive the estimated annual capacities shown.

MMsf- 3⁄8”	Estimated Annual Capacity at Year-End 2015
OSB
100 Mile House, British Columbia		440
Barwick, Ontario		510
Bemidji, Minnesota		470
Cordele, Georgia		990
Genk, Belgium		450
Grande Prairie, Alberta (1)		730
Guntown, Mississippi		450
High Level, Alberta		860
Huguley, Alabama (2)		500
Inverness, Scotland		395
Jefferson, Texas		415
Joanna, South Carolina		650
La Sarre, Quebec		375
Nacogdoches, Texas		380
Val-d’Or, Quebec (2)		340
		7,955
Particleboard
Cowie, Scotland		405
South Molton, England		160
		565
MDF
Cowie, Scotland		380
		380
Total Panels		8,900

⁽¹⁾  Excludes the incomplete 600 MMsf-3/8” Grande Prairie, Alberta Line 2 (GP2).

⁽²⁾  In January 2009, Norbord indefinitely curtailed production at its Huguley OSB mill. In July 2012, Norbord indefinitely curtailed production at its Val-d’Or OSB mill. Combined, these mills represent 840 MMsf-3/8” of annual production capacity.

In the US, Norbord employs multi-opening press technology at its Minnesota, Georgia, Mississippi, and two Texas OSB mills. Norbord employs continuous press technology at its South Carolina and Alabama OSB mills in the US. Continuous press technology allows for the production of OSB in non-standard sizes and with specialized performance characteristics. Most of the US mills’ production is sold in the domestic US market. All of these mills purchase their wood fibre requirements from outside sources with prices based on regional market dynamics. These mills are not unionized and employees participate in profit sharing programs whereby a percentage of each mill’s operating income is shared equally across all employees at that mill.

Norbord Inc. 2015 Annual Information Form Page 8

In Canada, Norbord also employs multi-opening press technology at its British Columbia OSB mill, one of the two Alberta (Grande Prairie) mills, the Ontario OSB mill and the two Quebec OSB mills. Norbord employs continuous press technology at its other Alberta (High Level) OSB mill. A significant portion of the production of the Canadian mills is shipped to the US and offshore export markets (Western mills). The wood fibre requirements for these mills are obtained from Crown land under long-term forest management agreements with the provincial governments and also from other outside sources with prices based on regional market dynamics. The two Alberta mills are non-unionized and the other Canadian mills are unionized.

Norbord’s mill in Cowie, Scotland is a large operation with a continuous press MDF production line and a continuous press particleboard line. The South Molton, England particleboard mill employs single-opening press technology and is integrated with laminating operations and a flat-pack furniture manufacturing facility. The OSB mill in Inverness, Scotland employs two multi-opening press lines. All of Norbord’s mills in the UK purchase their wood fibre requirements from outside sources with prices based on regional market dynamics. These mills are all unionized.

The Genk, Belgium OSB mill employs continuous press technology. The Genk mill purchases its wood fibre requirements on the open market from a combination of public and private sources in the region. The mill is unionized.

Manufacturing Inputs

Wood fibre, resin, wax and energy are the principal raw material inputs used in the production of Norbord’s panelboard products.

Wood Fibre

Norbord does not own any timberlands and purchases timber, wood chips and other wood fibre as well as recycled materials on the open market in competition with other users of such resources.

Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Canada, Norbord holds forest licences and agreements to source roundwood logs from Crown timberlands, which are supplemented by open market and private purchases. In Europe, wood fibre is purchased from government and private landowners.

Resin and Wax

Resin and wax is sourced through tolling arrangements with outside suppliers with prices for the underlying feedstocks based on global indices. These feedstocks are widely-used industrial chemicals derived from oil and gas, such as benzene, phenol and methanol. Feedstock prices are influenced by global supply and demand conditions, and have exhibited significant volatility over time.

Energy

Norbord’s manufacturing processes generate residual wood material that cannot be used in the final product. This material can be used as a biomass fuel to produce heat. Approximately 75% of Norbord’s total manufacturing energy needs and all of Norbord’s OSB process heat requirements are met with biomass fuel.

Norbord also procures electricity and natural gas for its manufacturing and air emissions control processes. Energy prices have experienced significant volatility in recent years, particularly in deregulated markets. In 2015, approximately 38% of Norbord’s natural gas consumption was used to generate electricity and process heat at Norbord’s Cowie, Scotland operations. An additional 26% was used to operate air emissions control equipment in Norbord’s US plants.

Norbord Inc. 2015 Annual Information Form Page 9

Seasonality and Cyclicality of Business

Quarterly financial results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and Europe. This inventory is generally consumed in the spring and summer months.

Competitive Conditions

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Factors including production costs, freight charges and market dynamics between producing and consuming regions have an impact on the competitive position of all potential structural panel suppliers in a given market. OSB’s significant cost advantage over plywood continues to support long-term OSB market growth. Norbord’s principal market destination is the United States where it competes with North American and, in some instances, foreign producers. Most of Norbord’s European products are sold in the United Kingdom, Germany and the BeNeLux region where it competes primarily with other European producers.

Research and Development

Norbord carries out research and applied technology programs, identifying new techniques to improve production and product quality, develop new products and minimize the environmental impact of its operations. The Company operates a central laboratory facility in St. Laurent, Quebec. In addition, the Company performs contract work at a number of industry-wide organizations including FPInnovations and the Alberta Innovates Technology Futures aimed at reducing production costs.

Environment, Health and Safety

Norbord’s Environment, Health and Safety Policies are available on Norbord’s website at www.norbord.com.

Norbord measures its performance against environment, health and safety targets in three areas: 1) injury frequency and severity; 2) environmental compliance; and 3) environment, health and safety management systems. Norbord conducts audits on its operations on a regular schedule to ensure continuing high standards of performance.

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation.

The Kyoto Accord has been ratified in Canada and Europe; however, in 2011 the Canadian government announced that it was formally withdrawing from the Accord nullifying any commitments to reduce greenhouse gas emissions. The US government chose not to ratify the Accord. There are currently no greenhouse gas regulatory initiatives that are expected to negatively impact Norbord’s North American operations. All of Norbord’s UK operations entered into Kyoto climate change energy efficiency agreements in 2001, which has to-date resulted in more than £34 million in tax and energy efficiency cost savings.

Norbord Inc. 2015 Annual Information Form Page 10

A “cap and trade” carbon trading program has been in place in Europe since 2005. Biomass heat energy generating units have enabled the European mills to comply with energy efficiency targets and have resulted in a surplus of carbon credits across Norbord’s European business. Since 2005 surplus credits traded on environmental exchanges have resulted in approximately £5 million in additional income. In 2016, Norbord expects to have sufficient credits to meet compliance commitments and provide additional trading opportunities.

Norbord holds third party verified sustainable wood procurement certification from the Sustainable Forestry Initiative^® (SFI^®) program, and chain-of-custody certificates from the SFI^® program and the Forest Stewardship Council^® forest certification program and the Programme for the Endorsement of Forest Certification (PEFC).

Human Resources

Norbord’s corporate head office is in Toronto, Canada. Norbord employs approximately 2,600 people at its operations in the US, Europe and Canada. Approximately 40% of these employees are represented by labour unions, as follows:

Union	Mill Covered	Contract Expiry Date
Unifor	La Sarre, QC	June 30, 2016
Pulp, Paper and Woodworkers of Canada (PPWC)	100 Mile House, BC	June 30, 2017
Unifor	Barwick, ON	July 31, 2017
Teamsters	Val-d’Or, QC	n/a 1

¹ mill indefinitely curtailed

RISKS OF THE BUSINESS

Norbord is exposed to a number of risks and uncertainties in the normal course of its business which could have a material adverse effect on the Company’s business, financial position, operating results and cash flows. A discussion of some of the major risks and uncertainties follows.

Product Concentration and Cyclicality

OSB accounts for almost 90% of Norbord’s panel production capacity. The price of OSB is one of the most volatile in the wood products industry. Norbord’s concentration on OSB increases its sensitivity to product pricing and may result in a high degree of sales and earnings volatility.

Norbord’s financial performance is principally dependent on the selling price of its products. Most of Norbord’s products are traded commodities for which no liquid futures markets exist. The markets for most of Norbord’s products are highly cyclical and characterized by periods of supply and demand imbalance, during which its product prices have tended to fluctuate significantly. In addition, since many of Norbord’s products are used for new home construction, seasonal and annual weather changes can affect demand and sales volumes. These imbalances, which may affect different areas of Norbord’s business at different times, are influenced by numerous factors that are beyond Norbord’s control and include: changes in global and regional production capacity for a particular product or group of products; changes in the end use of those products, or the increased use of substitute products; a significant increase in longer-term interest rates; changes in the availability of mortgage financing; and the overall level of economic activity in the regions in which Norbord conducts business. In the past, Norbord has been negatively affected by declines in product pricing and has taken production downtime to manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for Norbord’s products, particularly OSB, could seriously harm the Company’s financial position, operating results and cash flows, including the ability to satisfy interest and principal payments on outstanding debt.

Norbord Inc. 2015 Annual Information Form Page 11

Based on operations running at full capacity, the following table shows the approximate annualized impact of changes in product prices on Adjusted EBITDA:

	Sensitivity Factor			Impact on Adjusted EBITDA (US $ millions)
OSB – North America	$	10 per Msf–7/16”		$	58
OSB – Europe	€	10 per m	3		8

Liquidity

Norbord relies on long-term borrowings, access to revolving bank lines and an accounts receivable securitization program to fund its ongoing operations. The Company’s ability to refinance or renew such facilities is dependent upon financial market conditions. Although Norbord has notes maturing in 2017, 2020 and 2023 and has bank lines that are committed to 2018, financing may not be available when required or may not be available on commercially favourable or otherwise satisfactory terms in the future.

Competition

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the US, where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers. Certain competitors may have lower-cost facilities than Norbord. Norbord’s ability to compete in these and other markets is dependent on a variety of factors, such as manufacturing costs, availability of key production inputs, continued free access to markets, customer service, product quality, financial resources and currency exchange rates. In addition, competitors could develop new cost-effective substitutes for Norbord’s wood-based panels, or building codes could be changed making the use of Norbord’s products less attractive for certain applications.

Customer Dependence

Norbord sells its products primarily to major retail chains, contractor supply yards and industrial manufacturers, and faces strong competition for the business of significant customers. Norbord generally does not have contractual assurances of future sales. As a result, the loss of a significant customer or any significant customer order cancellations could negatively affect the Company’s sales and earnings. Continued consolidation in the retail industry could expose Norbord to increased concentration of customer dependence and increase customers’ ability to exert pricing pressure on Norbord.

Manufacturing Inputs

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin, wax and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond the Company’s control. Norbord may not be able to hedge the purchase price of manufacturing inputs or pass increased costs on to its customers.

Fibre Resource

Fibre for Norbord’s OSB mills comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Canada, Norbord holds forest licences and agreements to source roundwood logs from Crown timberlands, which are supplemented by open market and private purchases. In Europe, wood fibre is purchased from government and private landowners.

Norbord Inc. 2015 Annual Information Form Page 12

When Norbord purchases timber, wood chips, fibre and other wood recycled materials on the open market, it is in competition with other uses of such resources, where prices are influenced by factors beyond Norbord’s control. Fibre supply could also be influenced by natural events, such as forest fires, severe weather conditions, insect epidemics and other natural disasters, which may increase wood fibre costs, restrict access to wood fibre or force production curtailments. In addition, Norbord’s supply and cost of fibre may be negatively impacted by increased demand resulting from market-based or legislative initiatives to use wood-based biomass materials in the production of heat, electricity and other bio-based products.

In Canada, the Crown licences and agreements require the payment of stumpage fees for the timber harvested and compliance with specified operating, rehabilitation and silvicultural management practices. They can be revoked or cancelled for non-performance and contain terms and conditions that could, under certain circumstances, result in a reduction of annual allowable timber that may be harvested by Norbord without any compensation. The Company may not be able to renew or replace the Crown licenses when they come due. Any changes to government regulations and policies governing forest management practices could adversely affect the Company’s access to, or increase the cost of wood fibre.

Aboriginal groups have claimed substantial portions of land in various Canadian provinces over which they claim aboriginal title, or in which they have a traditional interest, and for which they are seeking compensation from various levels of government. The results of these claims and related forest policy mechanisms may adversely affect the supply of wood fibre and the commercial terms of supply agreements with provincial governments.

Currency Exposures

Norbord reports its financial results in US dollars. A portion of Norbord’s product prices and costs are influenced by relative currency values (particularly the Pound Sterling, Euro and Canadian dollar). Significant fluctuations in relative currency values could negatively affect the cost competitiveness of the Company’s facilities, the value of its foreign investments, the results of its operations and its financial position.

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

Third-Party Transportation Services

Norbord relies on third-party transportation services for delivery of products to customers as well as for delivery of raw materials from suppliers. The majority of products manufactured and raw materials used are transported by rail or truck, which are highly regulated. Transportation rates and fuel surcharges are influenced by factors beyond Norbord’s control. Any failure of third-party transportation providers to deliver finished goods or raw materials in a timely manner could harm the Company’s reputation, negatively affect customer relationships or disrupt production at the Company’s mills.

Employee Retention and Labour Relations

Norbord’s success depends in part on its ability to attract and retain senior management and other key employees. Competition for qualified personnel depends on economic and industry conditions, competitors’ hiring practices and the effectiveness of Norbord’s compensation programs. The loss of, or inability to recruit and retain, any such personnel could impact the Company’s ability to execute on its strategy.

Norbord Inc. 2015 Annual Information Form Page 13

Norbord’s US employees are non-unionized while its UK, Belgian and most of its Canadian mill employees are unionized – representing approximately 40% of the workforce. All of Norbord’s UK and Belgian union contracts are evergreen. Canadian union contracts typically cover a three to five-year term, and the current contracts with Unifor (formerly the Communications, Energy and Paperworkers Union) representing members at the OSB mills in La Sarre, Quebec and Barwick, Ontario expire June 30, 2016 and July 31, 2017, respectively. The current contract with the Pulp, Paper and Woodworkers of Canada (PPWC) representing members at the OSB mill in 100 Mile House, British Columbia expires June 30, 2017. Strikes or work stoppages could result in lost production and sales, higher costs or supply constraints if Norbord is unable to negotiate acceptable contracts with its various trade unions upon expiry.

Environmental Matters

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation. Failure to comply with applicable environmental laws and regulations could result in fines, penalties or other enforcement actions that could impact Norbord’s production capacity or increase its production costs. The Company has incurred, and expects to continue to incur, capital expenditures and operating costs to comply with applicable environmental laws and regulations. In addition, environmental laws and regulations could become more stringent in the future.

International Sales

A portion of the Company’s sales are exported to customers in developing markets. International sales present a number of risks and challenges, including but not limited to the effective marketing of the Company’s products in foreign countries, collectability of accounts receivable, tariffs and other barriers to trade and recessionary environments in foreign economies. Although the Company purchases credit insurance on all export sales, revenues could be negatively impacted by any customer losses.

Product Liability and Legal Proceedings

Norbord produces a variety of wood-based panels that are used in new home construction, repair-and-remodelling of existing homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of Norbord’s products have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims related to product quality or performance issues. In addition, Norbord has been in the past and may in the future be involved in legal proceedings related to antitrust, negligence, personal injury, property damage and other claims against the Company or its predecessors. Norbord could face increased costs if any future claims exceed purchased insurance coverage.

Capital Intensity

The production of wood-based panels is capital intensive. There can be no assurance that key pieces of equipment will not need to be repaired or replaced. In certain circumstances, the costs of repairing or replacing equipment, and the associated downtime of the affected production line, may not be insurable.

Tax Exposures

Norbord takes various positions in the normal course of business of filing its tax returns, and there can be no assurance that tax authorities will not challenge such filing positions. In addition, Norbord is subject to further uncertainties concerning the interpretation and application of tax laws in various operating jurisdictions. Norbord provides for known estimated tax exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional taxing authorities. However, future settlements could differ materially from the Company’s estimated liabilities.

Norbord Inc. 2015 Annual Information Form Page 14

Defined Benefit Pension Plan Funding

Although Norbord’s defined benefit pension plans are all closed to new entrants, the Company continues to be subject to market risk on the plan assets and obligations related to existing members. Defined benefit pension plan funding requirements are based on actuarial valuations that make assumptions about the long-term expected rate of return on assets, salary escalation, life expectancy and discount rates. The Company’s latest funding valuations indicate the plans are in a solvency deficit position and therefore Norbord is required to make cash funding contributions. If actual experience differs from these assumptions or any of these assumptions change such that the solvency deficit increases, the Company would be required to increase cash funding contributions, reducing the availability of such funds for other corporate purposes.

Ainsworth Merger

The Merger with Ainsworth presents certain risks to Norbord’s business and operations including, among other things, risks regarding: (1) inability to successfully integrate the business and employees of Ainsworth; (2) inability to avoid unforeseen increased expenses or delays associated with the Merger and integration; (3) inability to successfully manage the complex integration of systems, technology, networks and other assets of Ainsworth in a manner that minimizes any adverse impact on customers, vendors, suppliers, employees and other constituencies; (4) experience disruption of, or inconsistencies in, each of Norbord’s and Ainsworth’s standards, controls, procedures, policies and services. Accordingly, the Company may not realize the full expected benefits of synergies, innovation and operational efficiencies; and may not achieve these benefits within the anticipated timeframe or may not be able to fully and accurately measure any such benefits.

Information Technology Infrastructure

In order to optimize performance, the Company regularly implements business process improvement initiatives and invests capital to upgrade its information technology infrastructure. These initiatives may involve risks to the operations and the Company may experience difficulties during the transition to these new or upgraded systems and processes. Difficulties in implementing new or upgraded information systems or significant system failures could disrupt operations and have a material adverse effect on the business.

CAPITAL STRUCTURE

Description of Share Capital

The authorized share capital of the Company consists of an unlimited number of Class A Preferred Shares, an unlimited number of Class B Preferred Shares, an unlimited number of Non-Voting Participating Shares and an unlimited number of Common Shares. At January 27, 2016 there were 85.4 million Common Shares outstanding. No other shares are outstanding. For information on Common Shares issued to Ainsworth shareholders pursuant to the Merger, see “General Development of the Business – Changes in the Business 2013-2016 – Merger with Ainsworth Lumber Co. Ltd.”

The following is a summary of the principal attributes of the Common Shares, the Class A Preferred Shares, the Class B Preferred Shares and the Non-Voting Participating Shares of Norbord. For a complete description of the terms of Norbord’s share capital, refer to Norbord’s Restated Articles of Incorporation filed on SEDAR at www.sedar.com.

Norbord Inc. 2015 Annual Information Form Page 15

Common Shares

The holders of Common Shares are entitled to one vote per share at all meetings of shareholders. They are entitled to receive dividends if, as and when declared by the Directors ratably with any holders of the Non-Voting Participating Shares, subject to the attributes of each series of Non-Voting Participating Shares. In the event of any liquidation, dissolution or winding up, subject to the rights of holders of any Class A Preferred Shares and Class B Preferred Shares, the holders of Common Shares are entitled to participate ratably with any holders of Non-Voting Participating Shares in any distribution of the assets of the Company, subject to the attributes of each series of Non-Voting Participating Shares.

Class A Preferred Shares

The Class A Preferred Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include voting rights. The Class A Preferred Shares are entitled to priority over the Class B Preferred Shares, the Non-Voting Participating Shares and the Common Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of Norbord.

Class B Preferred Shares

The Class B Preferred Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include voting rights. The Class B Preferred Shares are entitled to priority over the Non-Voting Participating Shares and the Common Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of the Company.

Non-Voting Participating Shares

The Non-Voting Participating Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include a preferential dividend or a priority in any distribution of assets of the Company. Subject thereto, the holders of Non-Voting Participating Shares are entitled to receive dividends if, as and when declared by the Directors ratably with the holders of Common Shares and, in the event of any liquidation, dissolution or winding up, subject to the rights of the holders of any Class A Preferred Shares and Class B Preferred Shares, to participate ratably with the holders of Common Shares in any distribution of the assets of the Company.

Description of Debt Securities

At January 27, 2016, Norbord had issued and outstanding senior debt securities as follows:

• $315 million of 6.25% senior secured notes due April 1, 2023;

• $240 million of 5.375% senior secured notes due December 1, 2020; and

• $200 million of 7.70% senior secured notes due February 15, 2017.

The 7.70% senior secured notes are subject to a credit ratings-based coupon step-up provision. Interest is payable semi-annually and the debt securities are non-callable except at a make-whole price.

Norbord Inc. 2015 Annual Information Form Page 16

Credit Ratings

Maintaining a stable balance sheet is an important element of Norbord’s financing strategy. Norbord believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions).

At January 27, 2016, the Company’s long-term debt and issuer ratings were:

	DBRS		Standard & Poor’s Ratings Services		Moody’s Investors Service
Secured Notes		BB		BB-		Ba2
Issuer		BB		BB-		Ba2
Outlook		Negative		Stable		Stable

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded to debt securities by the rating agencies are not recommendations to purchase, hold or sell the debt securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgement, circumstances warrant.

DBRS credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to DBRS, a rating of BB is the fifth highest of ten major categories, and debt securities rated BB are defined to be speculative and non-investment grade. Rating categories AA through CCC are denoted by the subcategories “high” and “low”. The absence of either a “high” or “low” designation indicates the rating is in the “middle” of the category.

S&P credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to S&P, the BB rating is the fifth highest of ten major categories, and debt securities rated BB or lower are regarded as having significant speculative characteristics. Debt securities rated BB are less vulnerable to non-payment than other speculative issues; however, they face major ongoing uncertainties or exposure to adverse business, financial or economic conditions. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

Moody’s credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to Moody’s, a rating of Ba is the fifth highest of nine major categories, and debt securities rated Ba are judged to have speculative elements and are subject to substantial credit risk. Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the security ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of that generic rating category.

DIVIDENDS

On April 29, 2013, the Company’s Board of Directors approved a variable dividend policy which targets the payout to shareholders of a portion of expected future free cash flow through the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not the seasonality, of the business. Under this policy, the Board of Directors has declared dividends of CAD $0.10 per Common Share in each of the last two quarters, CAD $0.25 per Common Share in the first two quarters of 2015 and CAD $0.60 per Common Share in the seven quarters prior thereto. The Board of Directors adjusted the dividend level twice during 2015 to maintain flexibility in the Company’s capital structure as well as to fund growth and other attractive capital investment opportunities.

Norbord Inc. 2015 Annual Information Form Page 17

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board retains the power to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board will not decide to suspend or discontinue the payment of cash dividends in the future.

The Company has a Dividend Reinvestment Plan (DRIP) whereby shareholders resident in Canada can elect to receive their dividends in Common Shares.

The table below summarizes the total dividends on Common Shares declared by the Board, the amounts paid out in cash and the amounts distributed as shares under the DRIP for the preceding three financial years.

($ millions)	2015		2014		2013
Cash distribution	$	40	$	115	$	91
Share distribution (1)		—		1		—
Total dividends on Common Shares	$	40	$	116	$	91

⁽¹⁾  Common Shares distributed in the DRIP represented less than $1 million in 2015 and 2013.

MARKET FOR SECURITIES

Common Shares

The Company’s Common Shares trade on the TSX under the symbol NBD. In 2015, the Company’s Common Shares traded in a range between CAD $18.64 and CAD $29.23 per share, ending the year at CAD $26.95.

CAD $	Common Shares
Month	High		Low		Close		Volume
January	$	28.49	$	24.13	$	28.28		4,978,037
February		29.16		25.25		25.58		4,335,967
March		27.80		24.45		26.66		4,851,321
April		26.80		22.68		24.34		5,162,701
May		28.08		24.36		26.55		3,035,473
June		29.23		25.86		26.21		4,705,494
July		26.96		23.19		25.37		3,758,397
August		25.59		18.90		21.61		3,648,051
September		22.42		18.64		19.14		4,683,058
October		26.07		19.14		24.71		5,844,159
November		28.77		25.07		27.82		6,492,765
December		28.45		24.50		26.95		4,184,520

Norbord Inc. 2015 Annual Information Form Page 18

DIRECTORS AND SENIOR EXECUTIVE OFFICERS

Directors

The Directors of the Company are set out below. They hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Name and Location of Residence	Position and Office Held	Principal Occupation	Director Since
JACK L. COCKWELL (1)(2) Toronto, Ontario, Canada	Director	Group Chair, Brookfield Asset Management Inc.	1987
PIERRE DUPUIS (1)(2)(4) Sutton, Quebec, Canada	Director	Corporate Director	1995
PAUL E. GAGNE(1)(2)(4) Senneville, Quebec, Canada	Director	Corporate Director	2015
J. PETER GORDON(1)(2)(3) Toronto, Ontario, Canada	Director and Chair	Managing Partner, Brookfield Asset Management Inc.	2015
PAUL A. HOUSTON(1)(2)(3)(4) Brooklin, Ontario, Canada	Director	Corporate Director	2015
J. BARRIE SHINETON Toronto, Ontario, Canada	Director and Vice Chair	Corporate Director	2004
DENIS A. TURCOTTE (1)(2)(4) Sault Ste. Marie, Ontario, Canada	Director	President and Chief Executive Officer, North Channel Management and North Channel Capital Partners	2012
PETER C. WIJNBERGEN Toronto, Ontario, Canada	Director and President & CEO	President and Chief Executive Officer, Norbord Inc.	2014

⁽¹⁾  Member of the Environmental, Health & Safety Committee. Mr. Turcotte is Chair of the Committee.

⁽²⁾  Member of the Human Resources Committee. Mr. Cockwell is Chair of the Committee.

⁽³⁾  Member of the Corporate Governance and Nominating Committee. Mr. Houston is Chair of the Committee.

⁽⁴⁾  Member of the Audit Committee. Mr. Dupuis is Chair of the Committee.

All of the Directors have held their principal occupations shown in the above table for the past five years, except for Messrs. Shineton and Wijnbergen.

Mr. Shineton was appointed Vice Chair of the Board on January 29, 2014 after serving as President and Chief Executive Officer of the Company from 2004 through 2013.

Mr. Wijnbergen was appointed President and Chief Executive Officer on January 1, 2014 after serving as Senior Vice President and Chief Operating Officer from September 2010 through December 2013. He also was Senior Vice President, Eastern Operations from 2005 to September 2010.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

The following Directors served as directors of Fraser Papers Inc. (Fraser).

Name	Period Served
JACK L. COCKWELL	2004 to April 2009
PAUL E. GAGNE	2004 to February 2011
J. PETER GORDON	2007 to February 2011

In June 2009, Fraser initiated a court-supervised restructuring under the Companies’ Creditors Arrangement Act and also filed for protection pursuant to Chapter 15 of the U.S. Bankruptcy Code. As part of its restructuring, Fraser sold all of its operating assets and distributed the proceeds from the sale. Fraser’s common shares were suspended from trading on the TSX on June 23, 2009 and delisted on July 22, 2009. On March 10, 2011, the Ontario Securities commission issued a cease trade order against Fraser, and on June 23, 2011, Fraser was dissolved.

Norbord Inc. 2015 Annual Information Form Page 19

Mr. Gagné resigned as a director of Gemofor Inc., a manufacturer of sawmill equipment in November 2006. Within a year of his resignation, Gemofor filed for bankruptcy.

Code of Business Conduct

Norbord has a Code of Business Conduct (Code) that sets out the expected conduct of the Company’s Directors, officers and employees, and those of its subsidiaries in relation to honesty, integrity and compliance with all legal and regulatory requirements, including conflicts of interest. The Board reviewes the Code every year, most recently on October 29, 2015. Copies of the Code are available on the Company’s website at www.norbord.com as well as on SEDAR at www.sedar.com.

Senior Executive Officers

The senior executive officers of the Company are shown in the following table:

Name and Location of Residence	Current Office and Principal Occupation	Year Appointed
J. PETER GORDON Toronto, Ontario, Canada	Director and Chair Managing Partner, Brookfield Asset Management Inc.	2015
J. BARRIE SHINETON Toronto, Ontario, Canada	Director and Vice Chair Corporate Director	2014
PETER C. WIJNBERGEN Toronto, Ontario, Canada	President and Chief Executive Officer	2014
ROBIN E. LAMPARD Toronto, Ontario, Canada	Senior Vice President and Chief Financial Officer	2008
NIGEL A. BANKS Toronto, Ontario, Canada	Senior Vice President, Corporate Services	2010
KARL R. MORRIS Glasgow, Scotland, UK	Senior Vice President, European Operations	2005
MICHAEL J. DAWSON Toronto, Ontario, Canada	Senior Vice President, Sales, Marketing and Logistics	2008

For those senior executive officers of the Company appointed to their principal occupations within the past five years, their prior occupations during this period were as follows:

Mr. Shineton was appointed Vice Chair of the Board on January 29, 2014 after serving as President and Chief Executive Officer of the Company from 2004 through 2013.

Mr. Wijnbergen was appointed President and Chief Executive Officer on January 1, 2014 after serving as Senior Vice President and Chief Operating Officer from September 2010 through December 2013. At January 27, 2016, the Directors and senior executive officers of the Company as a group directly own or exercise control or direction over 0.2 million Common Shares of the Company (representing less than 1%), and none of the voting securities of any of the Company’s subsidiaries.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as set out below or as otherwise set out in this AIF, no Director or officer of the Company, no person who beneficially owns, directly or indirectly, more than 10% of the Norbord Common Shares and no associate or affiliate of the foregoing persons has any material interest in any transaction within the past three years or during the current financial year that has materially affected or will materially affect Norbord. The following transactions have occurred between the Company and Brookfield during the normal course of business:

Norbord Inc. 2015 Annual Information Form Page 20

Warrants

On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million Common Shares. As a result, Brookfield’s ownership increased from 52% to approximately 59% of Common Shares outstanding.

Secondary Offering

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of the Company’s Common Shares. Under the agreement, the syndicate agreed to purchase 3.3 million Common Shares at a purchase price of CAD $33.00 per Common Share. Brookfield offered 2.75 million Shares and the Company’s senior management offered 0.55 million Shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million Shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased from approximately 59% to 53% of the Common Shares outstanding. Norbord did not receive any proceeds from the offering. At January 27, 2016, Brookfield owned approximately 53% of the outstanding Common Shares of the Company.

Ownership of Ainsworth Shares

Prior to the Merger, Brookfield owned 77,673,443 common shares of Ainsworth. Under the terms of the Merger, Ainsworth shareholders, including Brookfield, received 0.1321 of a Common Share of Norbord for each Ainsworth common share held. Following completion of the Merger on March 31, 2015, Brookfield owned, directly and indirectly, 45,407,241 Common Shares of Norbord representing approximately 53% of the issued and outstanding Norbord Common Shares.

MATERIAL CONTRACTS

Norbord has entered into the following material contracts, other than in the ordinary course of business:

1. Trust Indenture dated April 16, 2015 between Norbord Inc. and Computershare trust Company, N.A. relating to the issuance of 6.25% Senior Secured Notes due April 16, 2023.

2. Trust Indenture dated November 26, 2013 between Norbord Inc. and Computershare Trust Company, N.A. relating to the issuance of 5.375% senior secured notes due December 1, 2020.

3. Trust Indenture dated February 14, 2007 between Norbord (Delaware) GP I, Norbord Inc., and Computershare Trust Company N.A., relating to the issuance of 6.45% notes due February 15, 2017.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is CST Trust Company, P.O. Box 7010, Adelaide Street Postal Station, Toronto, Ontario, M5C 2W9, Telephone: 1-800-387-0825, e-mail: inquiries@canstockta.com.

Norbord Inc. 2015 Annual Information Form Page 21

AUDIT COMMITTEE

The Audit Committee is appointed by the Board and, among other things: assists the Board in its oversight of the integrity of the financial and related information of the Company through the review of the consolidated financial statements and management’s discussion and analysis; considers the report of the external auditors; assesses the adequacy of the internal controls of the Company; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the shareholders. The full terms of reference of the Audit Committee are included in this AIF as Appendix A.

The Audit Committee includes the following Directors, each of whom has been determined by the Board of Directors to be “independent” and “financially literate”, as such terms have been defined in National Instrument 52-110. The Board has selected each of the following individuals based upon their education and experience, as same is relevant to his or her responsibilities as a member of the audit committee:

Pierre Dupuis (Chair)

Paul E. Gagné

Paul A. Houston

Denis A. Turcotte

Mr. Dupuis is a Corporate Director. From 1999 to 2005, Mr. Dupuis was Vice President and Chief Operating Officer of Dorel Industries Inc., a global consumer products company. Prior to his appointment at Dorel, Mr. Dupuis was President and Chief Operating Officer of Transcontinental Inc., a Canadian printing and publishing company.

Mr. Gagné, a retired executive, has extensive experience in the natural resource sector and is a Chartered Accountant. He is currently serving as Chairman of the Board of Wajax Company, a leading distributor and service provider of mobile equipment, power systems and industrial components.

Mr. Houston is a retired executive who has served on a number of boards in Canada and the US, most recently with Ainsworth as Lead Director from 2009 to March 2015. Mr. Houston became Lead Director of the Company on March 31, 2015. He has over 12 years of CEO experience in a varity of industries, most recently serving as President and Chief Executive Officer of the Alderwoods group, a $1.2 billion US company. He has also operated businesses in Canada, US and Europe.

Mr. Turcotte is President and Chief Executive Officer of North Channel Management and North Channel Capital Partners, both consulting, private investment and management companies. Mr. Turcotte was President and Chief Executive Officer and a Director of Algoma Steel Inc., an integrated flat products steel company, from 2002 through 2008 and was named CEO of the year by Canadian Business Magazine in 2006. Prior to joining Algoma he was President of the Paper Group and Executive Vice President of Corporate Development and Strategy of Tembec Inc., a forest products company, from 1999 to 2002. He currently serves as a Director of Brookfield Office Properties Inc., Coalspur Mines Ltd. and Domtar Corporation and is on the Advisory Board of Brookfield Capital Partners Fund.

As part of its mandate, the Audit Committee assesses the independence of the Company’s auditors. From time to time the Company’s auditors also provide non-audit services to Norbord. It is the Company’s policy not to engage its auditors to provide services that may impair their objectivity or that are specifically forbidden by law or regulation. The Company has implemented procedures to ensure that any engagement of the auditors for non-audit services receives prior clearance by the Audit Committee. In approving any such engagement, the Audit Committee will consider whether the provision of such non-audit services is compatible with maintaining the auditors’ independence.

Norbord Inc. 2015 Annual Information Form Page 22

Audit Fees

For the year 2015, Norbord paid a total of $1.2 million (2014 – $0.9 million) to the Company’s auditors for all services. The following provides details on these billings:

Service (US $ millions)	2015		2014
Audit	$	1.0	$	0.7
Audit-related		0.1		0.1
Tax		0.1		0.1
Other		—		—
Total	$	1.2	$	0.9

Audit services include the annual financial statement audit of the Company and certain of its subsidiaries. They also include the review of the Company’s unaudited interim financial statements.

Audit-related services include audits of the Company’s pension plans, special-purpose non-statutory audits of divisions of the Company, and comfort letters associated with regulatory filings.

Tax services include tax advisory and compliance services.

Norbord did not engage the Company’s auditors to perform other non-audit services.

INTERESTS OF EXPERTS

KPMG LLP are the auditors of the Company and have prepared the audit report on the audited consolidated financial statements of the Company as at December 31, 2015 and for the year then ended. KPMG have confirmed that they are independent within the meaning of the relevant rules and related interpretation prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

ADDITIONAL INFORMATION

The Management Proxy Circular dated March 2, 2016 contains additional information concerning the Company including Directors’ and officers’ remuneration and indebtedness, principal holders of Common Shares and its stock option and share purchase plans. Additional financial information about the Company is included in Norbord’s audited consolidated financial statements and in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2015.

These documents and additional information about the Company and its operations can be found on Norbord’s website at www.norbord.com or on SEDAR at www.sedar.com.

GLOSSARY

m³: Cubic metre. A measure of volume equal to approximately 1,130 square feet ( ³/₈-inch basis).

MDF: Medium density fibreboard. A panelboard produced by chemically bonding highly refined wood fibres of uniform size under heat and pressure.

Msf (MMsf): Measurement for panel products equal to a thousand (million) square feet. This measurement is calculated on either a ³/₈-inch or ⁷/₁₆-inch thick basis.

OSB: Oriented strand board. An engineered structural wood panel produced by chemically bonding wood strands in a uniform direction under heat and pressure.

Norbord Inc. 2015 Annual Information Form Page 23

Panelboard: Oriented strand board, particleboard, medium density fibreboard and plywood.

Particleboard: A panelboard produced by chemically bonding clean sawdust, small wood particles and recycled wood fibre under heat and pressure.

Plywood: A panelboard produced by chemically bonding thin layers of solid wood veneers.

Norbord Inc. 2015 Annual Information Form Page 24

APPENDIX A – AUDIT COMMITTEE – TERMS OF REFERENCE

Role of Audit Committee

The role of the Audit Committee is to assist the Board in its oversight of the integrity of the financial and related information of the Company including its financial statements, the internal controls and procedures for financial reporting and the processes for monitoring compliance with legal and regulatory requirements and to review the independence, qualifications and performance of the external auditor of the Company. Management is responsible for the preparation, presentation and integrity of the financial statements and for establishing and maintaining the above noted controls, procedures and processes and the Audit Committee is appointed by the Board to review and monitor them.

Authority and Responsibilities

In carrying out its role, the Audit Committee has the following authority and responsibilities:

1. Financial information and reporting –

(a) to review and discuss with management and the external auditor, as appropriate:

(i) the annual audited financial statements and the interim financial statements including the accompanying Management’s Discussion and Analysis; and

(ii) other releases containing information taken from the Company’s financial statements prior to their release; and

(b) to recommend to the Board for approval the quarterly and annual financial filings;

(c) to review the Company’s financial reporting and accounting policies and any proposed material changes to them or their application; and

(d) to meet privately with the person responsible for the Company’s internal audit function as frequently as the Committee feels appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern.

2. Internal controls – to review, with the Chief Financial Officer (CFO), the external auditor and others, as appropriate, the Company’s system of internal controls.

3. External audit –

(a) to recommend to the Board, for shareholder approval, the external auditor to examine the Company’s accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Audit Committee as representatives of the shareholders of the Company;

(b) to evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor;

(c) to pre-approve any non-audit services to be provided to the Company or its subsidiaries by the external auditor and the fees for those services;

(d) to obtain and review at least annually a written report by the external auditor setting out the auditor’s internal quality control procedures, any material issues raised by the auditor’s internal quality control reviews and the steps taken to resolve those issues;

(e) to review at least annually the relationships between the Company and the external auditor in order to establish the independence of the external auditor;

(f) to oversee the work of the external auditor, including the resolution of disagreements between management and the external auditors regarding financial reporting;

(g) to communicate directly with the internal and external auditors;

Norbord Inc. 2015 Annual Information Form Page 25

(h) to meet privately with the external auditors as frequently as the Committee feels appropriate to fulfill its responsibilities; and

(i) to review and evaluate the lead partner of the auditor.

4. Risk management – to review and monitor the Company’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.

5. Compliance –

(a) to review the Company’s financial reporting procedures and policies relating to compliance with legal and regulatory requirements and to investigate any non-adherence to those procedures and policies; and

(b) to establish procedures for the receipt and treatment of any complaint regarding accounting, internal accounting controls or auditing matters including procedures for the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

Composition and Procedures

1. Size – The Audit Committee will consist of a minimum of three Directors. The members of the Committee and the Chair are appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee and may be removed by the Board in its discretion.

2. Qualifications – All members of the Committee must be “independent” within the meaning of sections 1.4 and 1.5 of National Instrument 52-110. All members of the Committee must be “financially literate”, i.e., have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the Company.

3. Meetings – The Committee will meet as it determines is appropriate to fulfill its responsibilities, which will not be less than four times a year and a portion of each meeting will be held without the presence of management. Quorum for meetings will be a majority of the members of the Committee. The Committee may invite any member of management, employee or other person to attend any of its meetings.

4. Review of Financial Statements – The Committee will review the Company’s annual audited financial statements with the CEO and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO and will approve such documents prior to their filing. The external auditor will be present at these meetings.

5. Review of CEO and CFO Certification Process – In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications with respect to the financial statements and the Company’s disclosure and internal controls, including any material deficiencies or changes in those controls.

6. Review of Earnings and Other Releases – The Committee will review with the CFO any news release containing financial information taken from the Company’s financial statements prior to the release of the financial statements to the public. The Committee will satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and will periodically assess the adequacy of those procedures.

Norbord Inc. 2015 Annual Information Form Page 26

7. Approval of Audit and Non-Audit Services – In addition to recommending to the Board the external auditor to examine the Company’s financial statements and the compensation of the external auditor for audit services, the Committee must approve any use of that external auditor to provide non-audit services prior to its engagement. It is the Committee’s practice to restrict the non-audit services that may be provided by the external auditor in order to minimize relationships that could appear to impair the objectivity and independence of the external auditor.

8. Hiring Guidelines for Independent Auditor Employees – The Committee will adopt guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its Audit Report of the Company’s financial statements in order to ensure the objectivity and independence of the external auditor.

9. Audit Partner Rotation – The Committee will ensure that the lead audit partner assigned by the external auditor to the Company, as well as the independent review partner charged with reviewing the financial statements of the Company, are changed at least every seven years.

10. Process for Handling Complaints about Accounting Matters – The Committee has established the following procedure for the receipt and treatment of any complaint received by the Company regarding accounting, internal accounting controls or auditing matters:

(a) The Company will make available and make known special mail and e-mail addresses and telephone numbers for receiving complaints regarding accounting, internal accounting controls or auditing matters;

(b) Copies of complaints received will be sent to the members of the Committee;

(c) All complaints will be investigated by the Company’s finance staff, except as otherwise directed by the Committee. The Committee may request that outside advisors be retained to investigate any complaint; and

(d) The status of each complaint will be reported on a quarterly basis to the Committee and, if the Committee so directs, to the full Board. The Company’s Code of Business Conduct prohibits any Director, officer or employee of the Company from retaliating or taking any adverse action against anyone for raising or helping to resolve a complaint.

11. Evaluation – The Committee will conduct and present to the Board an annual evaluation of the performance of the Committee and the adequacy of these terms of reference and recommend any proposed change to the Board for approval.

12. Management – The Committee may at any time retain outside advisors at the expense of the Company, subject to the approval of the Chair of the Board.

13. Access to Independent Advisors – The Committee may at any time retain outside advisors at the expense of the Company, subject to the approval of the Chair of the Board.

14. Other Matters – The Committee will conduct reviews and, where appropriate, recommend action by the Board, on matters within its responsibilities and, on:

(a) The Annual Information Form to be filed by the Company;

(b) Regular reports on outstanding litigation that could have a material effect on the Company;

(c) An annual certificate of the CEO attesting that senior management of the Company have received and agreed to be bound by the Company’s Code of Business Conduct and as to compliance with the Code;

Norbord Inc. 2015 Annual Information Form Page 27

(d) An annual report on officers’ expenses;

(e) An annual report on consulting and legal fees paid by the Company;

(f) An annual report on the Company’s insurance coverage and costs; and

(g) Periodic review of significant taxation matters.

Norbord Inc. 2015 Annual Information Form Page 28

EX-99.2

Exhibit 99.2

JANUARY 27, 2016

Management’s Discussion and Analysis

INTRODUCTION

This Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during 2015 relative to 2014. The information in this section should be read in conjunction with the audited financial statements.

In this MD&A, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, a related party by virtue of a controlling equity interest in the Company.

Additional information on Norbord, including documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

To enhance shareholders’ understanding, certain three-year historical financial and statistical information is presented. Norbord’s significant accounting policies and other financial disclosures are contained in the audited financial statements and accompanying notes, which follow this MD&A. All financial references in the MD&A are stated in US dollars unless otherwise noted.

Adjusted EBITDA, Adjusted earnings (loss), Adjusted earnings (loss) per share, cash provided by operating activities per share, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided. Certain prior period figures for Adjusted EBITDA and Adjusted earnings (loss) have been adjusted to conform to the revised definitions of these non-IFRS financial measures currently used by Norbord.

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BUSINESS OVERVIEW

Norbord is a leading global manufacturer of wood-based panels with 17 plant locations in the United States (US), Canada and Europe. After the completion of the merger with Ainsworth Lumber Co. Ltd. (Ainsworth) on March 31, 2015, Norbord became the largest global producer of oriented strand board (OSB) with annual capacity of 8 billion square feet (Bsf) (3/8-inch basis). In North America, Norbord owns 13 OSB production facilities located in the Southern region of the US, Western Canada, Quebec, Ontario and Minnesota. In Europe, the Company operates an OSB production facility, two particleboard mills and one medium density fibreboard (MDF) mill in the United Kingdom (UK) and one OSB production facility in Belgium and is the UK’s largest panel producer. The Company reports all operations as a single operating segment – wood-based panels. Norbord employed approximately 2,600 people at December 31, 2015.

The table below summarizes the estimated annual production capacity, in millions of square feet (MMsf) (3/8-inch basis), at year-end for each mill:

MMsf-3/8”	Estimated Annual Capacity at Year-End 2015
OSB
100 Mile House, British Columbia		440
Barwick, Ontario		510
Bemidji, Minnesota		470
Cordele, Georgia		990
Genk, Belgium		450
Grande Prairie, Alberta(1)		730
Guntown, Mississippi		450
High Level, Alberta		860
Huguley, Alabama(2)		500
Inverness, Scotland		395
Jefferson, Texas		415
Joanna, South Carolina		650
La Sarre, Quebec		375
Nacogdoches, Texas		380
Val-d’Or, Quebec(2)		340
		7,955
Particleboard
Cowie, Scotland		405
South Molton, England		160
		565
MDF
Cowie, Scotland		380
		380
Total Panels		8,900

⁽¹⁾  Excludes the incomplete 600 MMsf-3/8” Grande Prairie, Alberta Line 2 (GP2).

⁽²⁾  In January 2009, Norbord indefinitely curtailed production at its Huguley OSB mill. In July 2012, Norbord indefinitely curtailed production at its Val-d’Or OSB mill. Combined, these mills represent 840 MMsf-3/8” of annual production capacity.

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MERGER WITH AINSWORTH

On March 31, 2015, Norbord completed its merger with Ainsworth (the Merger). Each Ainsworth shareholder received 0.1321 of a Norbord common share for each Ainsworth common share held and consequently, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth became a wholly-owned subsidiary of Norbord and Ainsworth’s shares were delisted from the Toronto Stock Exchange (TSX) on April 2, 2015.

The Merger created the largest global OSB producer and brought together Norbord’s manufacturing cost leadership with Ainsworth’s product development innovation. It also allows Norbord to better serve the Company’s North American customers as well as gain access to small but growing Asian markets. Norbord expects to realize Merger synergies of $45 million annually, and the Company has already captured $18 million in 2015 ($27 million annualized) from reduced corporate overhead costs, optimization of sales and logistics, procurement savings and the sharing of operational best practices. The Company incurred one-time costs of $7 million to-date to achieve these synergies.

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield Asset Management Inc. (Brookfield). Accordingly, the book values of the two entities were combined and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

As Norbord and Ainsworth now operate as a single company, this MD&A reviews the combined company’s performance for the years ended December 31, 2014 and 2015. All 2014 comparatives have been restated as if the companies had always been combined, except where noted. The comparative figures for the year ended December 31, 2013 are on a Norbord stand-alone basis pre-Merger and do not reflect the results and balances of Ainsworth.

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STRATEGY

Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America and Europe. Norbord’s financial goal is to achieve top-quartile ROCE among North American forest products companies over the business cycle and the Company believes it has met this goal.

Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance, disciplined capital allocation and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions). In this regard, Norbord accomplished the following in 2015:

Financial Goal		2015 Accomplishments
1.	Generate cash.	•	Achieved Adjusted EBITDA of $122 million and ROCE of 9%.
		•	Generated $43 million of Margin Improvement Program (MIP) gains across the Company.
		•	Captured $27 million (annualized) in synergies within the first nine months post-Merger.
		•	Continued to manage operating working capital at minimal levels.
2.	Protect the balance sheet.	•	Refinanced $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes) upon Merger closing with issuance of 2023 senior secured notes on investment grade terms, reducing interest rate by 1.25% from 7.50% to 6.25%.
		•	Renewed $245 million committed revolving bank lines and extended term to May 2018.
		•	Increased accounts receivable securitization program limit from $100 million to $125 million post-Merger.
		•	Reaffirmed issuer credit ratings post-Merger with DBRS (BB), Moody’s Investors Service (Ba2) and Standard & Poor’s Ratings Services (BB-).
		•	Ended the year with unutilized liquidity of $344 million (including $9 million in cash and cash equivalents), net debt to capitalization on a book basis of 51% and tangible net worth of $724 million.

4

The table below summarizes the six key components of Norbord’s business strategy and the Company’s performance in each area in 2015:

Strategic Priority		2015 Performance
1.	Develop a world-class safety culture.	•	Completed Occupational Safety and Health Administration (OSHA) recordable injury-free year at five mills (Genk, Belgium; Cordele, Georgia; Guntown, Mississippi; Joanna, South Carolina; and Jefferson, Texas).
		•	Recertified Genk, Belgium and South Molton, England mills under Norbord Safety Star.
		•	Implemented safety improvement plan to bring OSHA recordable rate below 0.7 (2015 recordable rate of 1.43).
2.	Pursue growth in OSB.	•	Closed Merger with Ainsworth, creating a leading global wood products company focused on OSB across North America, Europe and Asia, with total OSB capacity of approximately 8.0 Bsf (3/8-inch basis).
		•	Increased production volume at North American and European panel mills by 4% and 3%, respectively over 2014.
		•	Set annual production records at six of 15 operating mills: Bemidji, Minnesota; Joanna, South Carolina; La Sarre, Quebec; Nacogdoches, Texas; Cowie and Inverness, Scotland mills.
		•	Completed planning for European OSB capacity expansion in Inverness, Scotland.
3.	Own high-quality assets with low-cost positions.	•	Completed third year of capital reinvestment strategy, focused on improving productivity and reducing manufacturing costs. Key 2015 projects included the fines screening projects at the Guntown, Mississippi and Jefferson, Texas mills and wood-handling projects at the Genk, Belgium and Inverness, Scotland mills.
		•	Continued work to rebuild the press line and prepare the Huguley, Alabama mill for a future restart.
		•	Reduced North American and European panel cash production costs per unit by 9% from improved productivity, lower raw material usage as well as lower resin prices and the weaker Canadian dollar.
4.	Maintain a margin-focused operating culture.	•	Generated $43 million in MIP gains across the Company from improved productivity and lower raw material usage. Payback on recent capital investments also contributed to MIP this year.
		•	Realized $27 million (annualized) in synergies within first nine months post-Merger, from corporate overhead reductions, product mix and logistics optimization, procurement savings and operational best practices sharing.
5.	Focus on growth customers through best-in-class service and product development.	•	Increased shipments of key value-added products to the North American housing sector by 10%.
		•	Secured new business with Big Box customers in western half of North America post-Merger.
		•	Increased OSB shipments to key UK and German markets by 17% and 9%, respectively.

5

6.	Allocate capital with discipline.	•	Invested $70 million in capital projects (including $9 million of intangible assets) to enhance the Company’s earnings potential.
		•	Taking into account weaker than expected North American OSB prices in the first half of 2015, the quarterly dividend level was reset to CAD $0.10 per share starting in the third quarter of 2015 to maintain flexibility in the Company’s capital structure, as well as to fund growth and other attractive capital investment opportunities.
		•	Total dividends paid during the year were $40 million.

SUMMARY

(US $ millions, except per share information, unless otherwise noted)	2015			2014			2013(1)
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		9	%		8	%		35	%
Return on equity (ROE)		(3	)%		(2	)%		35	%
Cash provided by operating activities		24			16			244
Per Common Share
(Loss) earnings, basic and diluted(2)		(0.66	)		(0.46	)		2.92
Adjusted (loss) earnings, basic and diluted(3)		(0.17	)		(0.20	)		2.78
Cash provided by operating activities		0.28			0.19			4.78
Dividends declared(4)		0.70			2.40			1.80
SALES AND EARNINGS
Sales		1,509			1,601			1,343
Adjusted EBITDA		122			115			287
(Loss) earnings		(56	)		(39	)		149
Adjusted (loss) earnings		(14	)		(17	)		142
Total assets		1,633			1,802			1,262
Long-term debt		745			748			433
Net debt for financial covenant purposes(5)		751			418			251
Net debt to capitalization, market basis(5)		32	%		26	%		14	%
Net debt to capitalization, book basis(5)		51	%		51	%		34	%
KEY STATISTICS Shipments (MMsf–3/8”)
North America		5,497			5,266			3,339
Europe		1,740			1,663			1,567
Indicative Average OSB Price
North Central ($/Msf–7/16”)		209			218			315
South East ($/Msf–7/16”)		187			188			277
Western Canada ($/Msf–7/16”)		169			196			—	(6)
Europe (€/m3)(7)		224			262			273

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽²⁾  Basic and diluted (loss) earnings per share are the same except diluted earnings per share for 2013 is $2.79.

⁽³⁾  Basic and diluted Adjusted (loss) earnings per share are the same except diluted Adjusted earnings per share for 2013 is $2.66.

⁽⁴⁾  Dividends declared per share stated in Canadian dollars.

⁽⁵⁾  2014 figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽⁶⁾  Indicative price is not relevant for Norbord on a standalone basis per-Merger.

⁽⁷⁾  European indicative average OSB price represents the gross delivered price to the largest continental market.

6

North American OSB demand continues to improve, driven by a gradual rebound in new home construction and strong growth in repair-and-remodel and industrial end-uses. US housing starts were 1.1 million in 2015, up 11% compared to 2014, with single-family starts 10% higher. The North American North Central OSB benchmark price averaged $209 per thousand square feet (Msf) (7/16-inch basis) in 2015, down 4% versus 2014, while the South East OSB benchmark price averaged $187 per Msf, down 1% versus 2014 and the Western Canada OSB benchmark price averaged $169 per Msf, down 14% versus 2014. Norbord produced 4% more OSB in North America in 2015 to meet improving customer demand, representing 88% of operating capacity compared to 84% in 2014.

Norbord’s European panel business continued to generate solid financial results as demand in the Company’s core markets in the UK and Germany remains strong. In response to improving economic fundamentals, the European mills produced 3% more panels in 2015, representing 97% of capacity in 2015 compared to 94% in 2014.

Norbord recorded a loss of $56 million ($0.66 loss per basic and diluted share) in 2015 versus $39 million ($0.46 loss per basic and diluted share) in 2014. Excluding the impact of non-recurring items (costs on the early extinguishment of the Ainsworth Notes, severance and other costs incurred to achieve Merger synergies and Merger transaction costs), and using a normalized Canadian statutory tax rate, Norbord recorded an Adjusted loss of $14 million ($0.17 Adjusted loss per basic and diluted share) in 2015 compared to an Adjusted loss of $17 million ($0.20 Adjusted loss per basic and diluted share) in 2014. Adjusted loss is in line year-over-year as lower OSB prices were offset by lower resin prices and the foreign exchange impact of a weaker Canadian dollar.

The following table reconciles Adjusted loss to the most directly comparable IFRS measure:

(US $ millions)	2015			2014			2013(1)
(Loss) earnings	$	(56	)	$	(39	)	$	149
Add: Merger transaction costs		8			10			—
Add: Severance costs related to Merger		2			—			—
Add: Other costs incurred to achieve Merger synergies		5			—			—
Add: Costs on terminated LP acquisition		—			2			—
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—
Add: Foreign exchange on Ainsworth Notes		28			28			—
(Less) add: (Gain) loss on derivative financial instrument on Ainsworth Notes		(4	)		11			—
Cost of early debt extinguishment								20
(Less) Add: Reported income tax (recovery) expense		(27	)		(35	)		25
Adjusted pre-tax (loss) earnings		(19	)		(23	)		194
Add (Less): Income tax recovery (expense) at statutory rate(2)		5			6			(52	)
Adjusted (loss) earnings	$	(14	)	$	(17	)	$	142

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽²⁾  Represents Canadian combined federal and provincial statutory rate.

Against this market backdrop, Norbord generated Adjusted EBITDA of $122 million in 2015 versus $115 million in 2014. Lower resin prices, the foreign exchange impact of a weaker Canadian dollar, increased production volume and improved raw material usages mitigated lower OSB prices in both North America and Europe. On the controllable side of the business, Norbord generated $43 million of MIP gains in 2015, measured relative to 2014 at constant prices and exchange rates, primarily from higher productivity and lower raw material usages.

7

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	2015			2014			2013(1)
(Loss) earnings	$	(56	)	$	(39	)	$	149
Add: Finance costs		55			53			37
Add: Depreciation and amortization		86			85			56
(Less) Add: Income tax (recovery) expense		(27	)		(35	)		25
Add: Merger transaction costs		8			10			—
Add: Severance costs related to Merger		2			—			—
Add: Other costs incurred to achieve Merger synergies		5			—			—
Add: Costs on terminated LP acquisition		—			2			—
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—
Add: Foreign exchange on Ainsworth Notes		28			28			—
(Less) Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		(4	)		11			—
Add: Costs on early debt extinguishment		—			—			20
Adjusted EBITDA	$	122		$	115		$	287

⁽¹⁾ Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

Pre-tax ROCE averaged 9% compared to 8% in the prior year. ROCE is a non-IFRS measurement of financial performance, focusing on cash generation and the effective use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management (see Non-IFRS Financial Measures section). Over the past three years, Norbord’s ROCE has ranged from 8% to 35% and has averaged 22% over the past 13 years. Norbord remains well positioned to benefit from the US housing market recovery and growing demand in the Company’s core European markets in the years ahead.

2013 COMPARATIVE FIGURES

The comparative figures for the year ended December 31, 2013 are presented on a Norbord stand-alone basis pre-Merger and do not reflect the results and balances of Ainsworth. Consequently, comparison with the 2013 standalone figures with 2014 and 2015 may not be appropriate.

Norbord recorded total sales in 2013 of $1,343 million and Adjusted EBITDA of $287 million as a result of strong North American OSB pricing. The North American North Central OSB benchmark price averaged $315 per thousand square feet (Msf) (7/16-inch basis) in 2013, while the South East OSB benchmark price averaged $277 per Msf. Norbord’s European panel business continued to strengthen in 2013 as the UK housing sector rebounded strongly on the back of government stimulus incentives and improved consumer confidence. Earnings in 2013 were $149 million ($2.92 per basic share and $2.79 per diluted share) and adjusting for the costs of early debt redemption and using a normalized Canadian statutory tax rate, Adjusted earnings was $142 million ($2.78 per basic share and $2.66 per diluted share).

OUTLOOK FOR 2016

US housing starts continue to remain well below the long-term annual average of 1.5 million and are recovering more gradually than in any prior cycle. Industry experts are forecasting US housing starts ranging from 1.20 million to 1.37 million in 2016, which would represent an increase of 8% to 23% over 2015. In addition, Norbord expects continued solid growth in repair-and-remodel and industrial demand in 2016. No further mill restarts have been announced for 2016 which should drive an increase in the North American OSB demand-to-capacity ratio. Norbord does not expect to restart its indefinitely curtailed mills in Huguley, Alabama and Val-d’Or, Quebec in 2016, but will continue to monitor market conditions.

8

The economic fundamentals in Norbord’s core European markets (UK, Germany, BeNeLux) continue to recover. UK and German housing starts were each up 6% in 2015 and similar increases are forecast by industry experts for 2016. OSB prices have been under pressure as Eastern European producers redirect supply to take advantage of exchange rate differentials. However, the wider price differential versus higher cost imported plywood is accelerating substitution in favour of OSB and, as a result, OSB prices on the Continent have started to increase. Norbord expects to continue to run all panel mills at capacity, and achieve further productivity gains in 2016.

On the input cost side, raw material prices are expected to remain relatively flat as last year’s plunge in oil prices is already reflected in current resin prices. As in previous years, Norbord will continue to pursue aggressive MIP initiatives to reduce raw material usage and improve productivity to offset inflation and other uncontrollables in its manufacturing cost structure. In addition, the Company remains confident in its ability to realize the targeted Merger synergies of $45 million by the end of 2016.

Norbord is planning to make capital investments of $67 million ($75 million including intangible assets) in 2016 which includes key capital projects focused on reducing manufacturing costs and increasing productivity across the Company’s mills. In addition, the Board of Directors has approved the investment of $135 million over the next two years to modernize and expand the Company’s Inverness, Scotland OSB mill.

Norbord’s competitive cost position, diversified sales strategy and solid customer partnerships leave the Company well positioned for the continuing recovery in housing markets and Norbord will benefit from stronger OSB demand in the years ahead. Norbord intends to use a combination of free cash flow and its strong financial liquidity to reduce outstanding indebtedness and address its $200 million bond maturity in early 2017.

RESULTS OF OPERATIONS

(US $ millions, unless otherwise noted)	2015			2014
Sales		1,509			1,601
Adjusted EBITDA		122			115
Adjusted EBITDA margin		8	%		7	%
Depreciation and amortization		86			85
Investment in property, plant and equipment & intangible assets		70			105
Shipments (MMsf–3/8”)		7,237			6,929
Indicative Average OSB Price
North Central ($/Msf–7/16”)		209			218
South East ($/Msf–7/16”)		187			188
Western Canada ($/Msf–7/16”)		169			196
Europe (€/m3)(1)		224			262

⁽¹⁾  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Markets

North America is the principal market destination for Norbord’s products. North American OSB comprised 76% of Norbord’s panel shipments in 2015. Therefore, results of operations are most affected by volatility in North American OSB prices and demand. Europe comprised 24% of total shipments in 2015. European panel prices have historically been less volatile than North American prices and therefore, affect Norbord’s results to a lesser degree.

Shipments

MMsf–3/8”	2015		2014
North America		5,497		5,266
Europe		1,740		1,663
Total		7,237		6,929

9

North America

According to APA – The Engineered Wood Association (APA), new home construction is the primary end use for the OSB industry in North America, accounting for approximately 55% of OSB consumption in 2015. US housing starts were approximately 1.1 million in 2015, up 11% from 1.0 million in 2014, and permits were 12% higher. Single-family starts (which use approximately three times more OSB than multi-family) increased by 10%. Despite the significant rebound in new home construction since the low of 0.55 million in 2009, US housing starts remain well below the long-term annual average of 1.5 million. For context, 100,000 housing starts consume approximately 1 Bsf (3/8-inch basis) of structural panels (OSB and plywood).

An apparent inventory destocking in the supply chain in the first half of the year, as well as lower export volumes due to the stronger US dollar, meant that stronger North American OSB consumption did not all translate into increased demand on OSB mills in 2015. According to the APA, North American OSB production increased by 2.4% in 2015 to approximately 20.4 Bsf (3/8-inch basis), representing 66% of total North American structural panel production and 73% of the OSB industry’s installed production capacity (83% of industry operating capacity). Plywood production decreased by 1.1% to approximately 10.7 Bsf (3/8-inch basis).

Against this backdrop, North Central benchmark OSB prices improved as the year progressed – from a low of $175 per Msf (7/16-inch basis) in April to a high of $257 per Msf in November, finishing the year at $230 per Msf. The North Central benchmark price averaged $209 per Msf in 2015 compared to $218 per Msf in 2014, a 4% decrease. In the South East region, where approximately 35% of Norbord’s North American OSB capacity is located, benchmark prices averaged $187 per Msf, compared to $188 per Msf in the prior year. In the Western Canada region, where approximately 30% of Norbord’s North American capacity is located, benchmark prices averaged $169 per Msf, compared to $196 per Msf in the prior year. The impact of lower Western Canada benchmark prices was mitigated by the fact that Norbord’s Canadian mills also benefited from a weaker Canadian dollar versus US dollar from a cost perspective.

Norbord’s North American OSB mills produced at 77% of stated capacity in 2015 (88% of operating capacity), up from 74% in 2014 (84% of operating capacity), and shipment volume increased by 4% in 2015. Approximately half of Norbord’s sales volume went to the new home construction sector in 2015, in line with the previous year. The other half went into repair-and-remodelling, light commercial construction, industrial applications and export markets. Management believes that this diversification provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

Europe

Norbord’s core European panel markets in the UK and Germany all experienced strong demand growth in 2015, and the economic fundamentals in these regions continue to recover. The UK, where three of Norbord’s four European mills are located, led the recovery with unemployment remaining below 6%, GDP growth of over 2% and housing starts increased by 6% compared to the prior year, supported by improved consumer confidence. In Germany, Norbord’s largest Continental European market, housing starts increased 6% representing the seventh consecutive year of growth. In this improving environment, Norbord’s European mills produced at 97% of capacity in 2015 compared to 94% in 2014.

Full-year average panel prices were 10% lower than 2014. OSB prices were 19% lower year-over-year, however Continental OSB prices recovered in the second half of the year. In the UK, prices remained under pressure as Eastern European producers continue to redirect supply to take advantage of the weaker Euro. Particleboard prices were stable while medium density fibreboard (MDF) prices, which are less directly impacted by the recovering housing sector, declined 5% compared to 2014.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has been weaker relative to the Euro which has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK and supported Norbord’s export program into the Continent. In 2015, the Pound Sterling strengthened from a low of 1.28 to a high of 1.43 against the Euro and is currently at 1.31.

10

Sales

(US $ millions)	2015		2014
North America	$	1,055	$	1,091
Europe		454		510
Total	$	1,509	$	1,601

Total sales decreased by $92 million or 6% in 2015. In North America, sales decreased by 3% due to lower OSB prices, which were partially offset by a 4% increase in shipment volumes. Average North Central and Western Canada OSB benchmark prices decreased by 4% and 14%, respectively, compared to 2014 and average South East prices remained flat. In Europe, sales decreased by 11% due to lower OSB and MDF prices, and the foreign exchange impact of a weaker Pound Sterling relative to the US dollar, offset partially by an increase in shipment volumes.

Production

(MMsf–3/8”)	2015		2014
North America		5,500		5,285
Europe		1,745		1,690
Total		7,245		6,975

Total production volume increased by 4% or 270 million square feet (MMsf) (3/8-inch basis). The Company ramped up its North American capacity to meet increased OSB demand and its European panel mills continued to run on full production schedules.

North America

North American production volume increased by 4% or 215 MMsf (3/8-inch basis) in 2015 due to productivity gains from the Company’s operating mills, partially offset by more maintenance shuts and reduced production schedules in some mills. Annual production records were achieved at the mills in Bemidji, Minnesota; Joanna, South Carolina; La Sarre, Quebec; and Nacogdoches, Texas.

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2016, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for future restart. The Company has not set a restart date and will only do so when it is sufficiently clear that customers require more product. These two mills represent 12% of Norbord’s annual estimated capacity in North America.

Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at 88% of their stated capacity in 2015. This compares to 84% in 2014. Including the indefinitely curtailed mills, Norbord’s mills produced at 77% of stated capacity in 2015, compared to 74% in 2014.

Europe

European production volume increased by 3% or 55 MMsf (3/8-inch basis). Annual production records were achieved at the OSB mill in Inverness, Scotland, and at both the particleboard and MDF lines in Cowie, Scotland. All of Norbord’s panel mills ran on full production schedules in 2015 excluding maintenance and holiday shutdowns and produced at 97% of capacity in 2015, compared to 94% in 2014.

11

Operating Results

Adjusted EBITDA (US $ millions)	2015			2014
North America	$	95		$	82
Europe		38			47
Unallocated		(11	)		(14	)
Total	$	122		$	115

Norbord generated Adjusted EBITDA of $122 million in 2015, compared to $115 million in 2014. North American operations generated Adjusted EBITDA of $95 million, compared to $82 million in the prior year, a year-over-year increase of $13 million. Norbord’s European panel operations generated Adjusted EBITDA of $38 million, compared to $47 million in the prior year, a year-over-year decline of $9 million. Unallocated costs were $3 million lower in 2015 mainly due a reduction in overhead costs as a result of the Merger and the foreign exchange impact of a weaker Canadian dollar versus the US dollar.

North America

Norbord’s North American Adjusted EBITDA increased by $13 million as significantly lower resin prices, the foreign exchange impact of a weaker Canadian dollar, and higher shipment volumes and lower raw material usages more than offset significantly lower OSB prices. Average North Central, South East and Western Canada OSB benchmark prices decreased by $9, $1 and $27 per Msf, respectively, which represents a decrease of 4%, 1% and 14%, respectively, compared to 2014.

Europe

Norbord’s European operations delivered another solid year, benefiting from continued strong demand in the Company’s core UK and German markets. The Adjusted EBITDA decline of $9 million in 2015 was primarily driven by lower average OSB and MDF prices and the foreign exchange impact of a weaker Pound Sterling versus the US dollar, offset partially by lower resin prices, improved raw material usages and higher shipment volumes. European panel prices decreased by 19% and 2% for OSB and MDF, respectively, while particleboard prices remained stable.

Adjusted EBITDA Variance

The components of the Adjusted EBITDA change are summarized in the variance table below:

(US $ millions)	2015 vs. 2014
Adjusted EBITDA – current period	$	122
Adjusted EBITDA – comparative period		115
Variance		7
Mill nets(1)		(107	)
Volume(2)		21
Key input prices(3)		39
Key input usage(3)		13
Mill profit share and bonus		—
Other operating costs and foreign exchange(4)		41
Total	$	7

⁽¹⁾  The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

⁽²⁾  The volume variance represents the impact of shipment volume changes across all products.

⁽³⁾  The key inputs include fibre, resin, wax and energy.

⁽⁴⁾  The other operating costs and foreign exchange category covers all remaining variances including labour and benefits, and maintenance.

12

On the sales side, housing market activity, particularly in the US, influences OSB demand and pricing. Fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In North America, sales decreased by 3% primarily due to lower OSB prices partially offset by higher shipment volumes. In Europe, sales decreased by 11% due to lower OSB and MDF prices and the foreign exchange impact of a weaker Pound Sterling relative to the US dollar, offset partially by higher shipment volumes.

On the cost side, fluctuations in uncontrollable raw material prices significantly impact operating costs. In 2015, resin prices declined, more than offsetting modest pressure on fibre prices, providing significant input cost relief to OSB producers.

Resin prices, which are indexed to widely-used industrial chemicals derived from oil and gas products, declined significantly in both North America and Europe in 2015 as a result of plunging oil prices.

Fibre prices increased in both North America and Europe in 2015 due to competition and logging capacity constraints which are putting pressure on timber harvesting in certain areas. Norbord does not own any timberlands; therefore, it purchases timber and wood chips as well as recycled wood materials on the open market in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control.

The Company realized MIP gains of $43 million in 2015 measured relative to 2014 at constant prices and exchange rates. Contributions to MIP included improved productivity and raw material usage reduction initiatives. Paybacks on the Company’s investments in fines screening technology, Merger synergies and other recent capital investments also contributed to the significant 2015 MIP gains.

In 2015, Norbord’s North American OSB cash production costs per unit decreased 9% over the prior year driven by the foreign exchange impact of a weaker Canadian dollar, lower resin prices, increased production volume and lower raw material usages.

FINANCE COSTS, COSTS ON EARLY DEBT EXTINGUISHMENT, DEPRECIATION AND AMORTIZATION, AND INCOME TAX

(US $ millions)	2015			2014
Finance costs	$	(55	)	$	(53	)
Foreign exchange loss on Ainsworth Notes		(28	)		(28	)
Gain (loss) on derivative financial instrument on Ainsworth Notes		4			(11	)
Costs on early debt extinguishment		(25	)		—
Depreciation and amortization		(86	)		(85	)
Income tax recovery		27			35

Finance Costs

Finance costs in 2015 increased compared to 2014 due to the program fees on accounts receivable securitization drawings in 2015. In April 2015, the Company issued $315 million in senior secured notes with an interest rate of 6.25%. These funds were used to redeem, prior to maturity, the $315 million Ainsworth Notes. During the year, less than $1 million in (2014 - $1 million) interest costs were capitalized on qualifying assets.

The effective interest rate on Norbord’s debt-related obligations was 6.2% as at December 31, 2015, and 6.9% as at December 31, 2014.

Foreign Exchange Loss on Ainsworth Notes

The Ainsworth Notes were denominated in US dollars and Ainsworth’s functional currency was Canadian dollars prior to the Merger. As a result, upon revaluation to Canadian dollars, Ainsworth recorded foreign exchange losses due to the strengthening of the US dollar.

13

Gain (Loss) on Derivative Financial Instrument on Ainsworth Notes

The Ainsworth Notes contained an embedded call option and this derivative was recorded initially at fair value with revaluation gains and losses subsequently. This derivative was extinguished when the Ainsworth Notes were redeemed prior to maturity.

Costs on Early Debt Extinguishment

In 2015, the Company incurred $25 million to redeem the Ainsworth Notes prior to maturity.

Depreciation and Amortization

Depreciation expense in 2015 was $1 million higher compared to 2014 due to higher production volumes as the Company uses the units-of-production method for its production equipment. Amortization expense is in line with prior year.

Income Tax

A tax recovery of $27 million was recorded in 2015 on the pre-tax loss of $83 million. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries.

A tax recovery of $35 million was recorded in 2014 on pre-tax loss of $74 million. A non-recurring income tax recovery of $12 million ($0.14 per basic and diluted share) was recorded which is comprised of: (i) the recognition and utilization of certain tax attributes that offset taxes previously expensed; and (ii) the recognition of a previously unrecognized deferred tax asset.

In both 2015 and 2014, the Company received net cash tax refunds of $4 million related to losses carried back and over instalments.

At December 31, 2015, the Company had operating loss carryforwards for tax purposes of approximately €33 million from operations in Belgium. These losses can be carried forward indefinitely to offset future taxable income in Belgium. The Company also has operating loss carryforwards for tax purposes of CAD $483 million and US $186 million from operations in Canada and the US, respectively, which expire between 2026 and 2035. In addition, the Company has capital losses of CAD $286 million which can be carried forward indefinitely. These loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and will protect future cash flows. Certain deferred tax assets in respect of tax losses and other attributes have been recognized and included in deferred income taxes in the consolidated financial statements. The Company reviews its deferred income tax assets at each balance sheet date and reduces the amount recognized to the extent, in the judgement of management, it is not probable to be realized.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	2015			2014
Cash provided by operating activities	$	24		$	16
Cash provided by operating activities per share		0.28			0.19
Operating working capital		125			106
Total working capital		134			200
Investment in property, plant and equipment & intangible assets		70			105
Net debt to capitalization, market basis(1)		32	%		26	%
Net debt to capitalization, book basis(1)		51	%		51	%

⁽¹⁾  2014 figures have not been restated for the Merger and reflect Norbord on a standalone basis.

At year-end, the Company had unutilized liquidity of $344 million, comprising $9 million in cash and cash equivalents, $240 million in revolving bank lines and $95 million undrawn under its accounts receivable securitization program. Norbord has no investments in, or other direct exposure to, US sub-prime mortgages, US auction rate securities or Canadian asset-backed commercial paper.

14

The Company’s outstanding long-term debt has a weighted average term of 4.8 years. Norbord’s net debt for financial covenant purposes was $751 million at December 31, 2015, which includes long-term debt of $755 million less cash and cash equivalents of $9 million plus letters of credit of $5 million.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due 2017 bear an interest rate that varies with the Company’s credit ratings. The interest rate has been 7.70% since August 15, 2013.

Senior Secured Notes Due 2020

The Company’s $240 million senior secured notes due 2020 bear an interest rate of 5.375%.

Senior Secured Notes Due 2023

In April 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred on the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2017 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the outstanding Ainsworth Notes that were assumed upon closing of the Merger. As a result of the early redemption, a premium of $13 million was paid, a $1 million write-off of net unamortized debt issue costs was recorded and an $11 million write-off upon extinguishment of the related derivative financial instrument was recognized.

Revolving Bank Lines

The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. In April 2015, the Company amended its committed revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Merger and extend the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016). The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with the holders of the 2017, 2020 and 2023 senior secured notes.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $450 million and maximum net debt to total capitalization, book basis, of 65%. For the purposes of the tangible net worth calculation, the following adjustments have been made as at period-end:

• the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back;

• changes to other comprehensive income subsequent to January 1, 2011 is excluded;

• intangible assets are excluded; and

• the impact of the change in functional currency of Ainsworth on shareholders’ equity of $155 million is excluded.

Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash and cash equivalents, plus letters of credit issued and any bank advances. At period-end, the Company’s tangible net worth was $724 million and net debt for financial covenant purposes was $751 million. Net debt to capitalization, book basis, was 51%. The Company was in compliance with the financial covenants at period-end.

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Norbord’s capital structure at period-end consisted of the following:

(US $ millions)	Dec 31, 2015			Dec 31, 2014(1)
Long-term debt, principal value	$	755		$	440
Add: Other long-term debt		30			—
Less: Cash and cash equivalents		(9	)		(25	)
Net debt		776			415
Less: Other long-term debt		(30	)		—
Add: Letters of credit		5			3
Net debt for financial covenant purposes		751			418
Shareholders’ equity		519			359
Less: intangible assets		(18	)		—
Add: other comprehensive income change(2)		47			24
Add: impact of Ainsworth changing functional currencies		155			—
Add: IFRS transitional adjustments		21			21
Tangible net worth for financial covenant purposes		724			404
Total capitalization	$	1,475		$	822
Net debt to capitalization, book basis		51	%		51	%
Net debt to capitalization, market basis		32	%		26	%

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽²⁾  Cumulative subsequent to January 1, 2011.

Debt Issue Costs

In 2015, debt issue costs of $6 million were incurred on the issuance of the 2023 senior notes and the amendment of the revolving bank lines. Amortization expense related to debt issue costs for 2015 was $2 million (2014 – $1 million).

Accounts Receivable Securitization

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. In April 2015, the program commitment limit was increased from $100 million to $125 million following the Merger. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset de-recognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $122 million in trade accounts receivable, and Norbord recorded cash proceeds of $30 million relating to this financing program as Other long-term debt. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as Other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes. The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as finance costs.

The securitization program contains no financial covenants. However, the program is subject to minimum credit rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. As at January 27, 2016, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

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Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory and prepaids less accounts payable and accrued liabilities, increased by $19 million during the year to $125 million at year-end, compared to $106 million at December 31, 2014. The year-over-year increase was primarily due to lower accounts payable and higher accounts receivable partially offset by lower inventory and prepaids. Lower accounts payable was primarily attributed to accrued transaction costs related to the Merger at December 31, 2014 and the timing of payments. Higher accounts receivable was primarily attributed to higher North American pricing in the fourth quarter of 2015. Lower inventory was primarily attributable to the timing of production curtailments taken in the fourth quarter of 2015. The Company aims to minimize the amount of capital held as operating working capital and continued to manage it at minimal levels throughout the year.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable, was $134 million as at December 31, 2015, compared to $200 million at December 31, 2014. The decrease is primarily attributed to the lower cash balance, partially offset by the higher operating working capital.

Operating activities generated $24 million of cash or $0.28 per share in 2015, compared to $16 million or $0.19 per share in 2014. In 2015, a lower relative increase in operating working capital compared to 2014 was the primary driver of the improved cash generation.

The Company did not have any net investment hedges in 2015 or 2014.

The following table summarizes the aggregate amount of future cash outflows for contractual obligations:

											Payments Due by Period
(US $ millions)	2016		2017		2018		2019		2020		Thereafter		Total
Long-term debt, including interest	$	50	$	271	$	33	$	33	$	273	$	364	$	1,024
Purchase obligations		55		46		27		—		—		—		128
Operating leases		4		3		2		1		—		2		12
Reforestation obligations		—		—		1		1		—		1		3
Total	$	129	$	300	$	63	$	35	$	273	$	367	$	1,167

Note: The above table does not include pension and post-employment benefits plan obligations, which are discussed in the Risks and Uncertainties – Defined Benefit Pension Plan Funding section.

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

(US $ millions)	2015		2014
Increased productivity	$	24	$	63
Environmental		13		8
Maintenance of business		24		28
Total	$	61	$	99

The focus of the Company’s capital reinvestment strategy is to improve production efficiency, reduce manufacturing costs across the Company’s mills and maintain high standards for environmental performance. Investment in property, plant and equipment in 2015 was $61 million ($70 million including intangible assets), representing approximately 71% of depreciation and amortization. Key 2015 projects included the fines screening projects at the Guntown, Mississippi and Jefferson, Texas mills, wood-handling projects at the Genk, Belgium and Inverness, Scotland mills, and additional work to rebuild the press line at the curtailed Huguley, Alabama mill. As a result of the slower than expected pace of the US housing recovery, the press refurbishment at Huguley continues, but at a slow pace. Key 2014 projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the dryer upgrade at the Cowie, Scotland particleboard mill and the fines screening project at the Cordele, Georgia mill.

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Norbord’s 2016 investment in property, plant and equipment is expected to be $67 million ($75 million including intangible assets). The plan includes further process debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy. These investments will be funded with cash on hand, cash generated from operations and, if necessary, drawings under the Company’s accounts receivable securitization program or committed revolving bank lines. In addition, the Board of Directors has approved the investment of $135 million over the next two years to modernize and expand the Company’s Inverness, Scotland OSB mill.

Investment in Intangible Assets

In 2015, investment in intangible assets was $9 million and consisting primarily of the acquisition of timber rights under a wood tenure agreement and investment in software acquisition and development costs. In 2014, investment in intangible assets was $6 million consisting primarily of software acquisition and development costs.

CAPITALIZATION

Common Share Information

At December 31	2015		2014(1)
Shares outstanding (millions)		85.4		53.5
Dividends (US $ millions)	$	40	$	116
Market price at year-end (CAD $)	$	26.95	$	25.83

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

The increase in shares outstanding during 2015 is primarily related to the Merger. On March 31, 2015, each Ainsworth shareholder received 0.1321 of a Norbord common share for each Ainsworth share held and consequently, 31.8 million common shares were issued. At January 27, 2016, there were 85.4 million common shares outstanding. The average daily volume traded during 2015 was approximately 222,000 shares compared to approximately 201,000 shares in 2014.

In October 2015, Norbord renewed its normal course issuer bid in accordance with TSX rules. Under the bid, the Company may purchase up to 4,270,085 of its common shares, which represented approximately 5% of the 85.4 million issued and outstanding common shares as at October 20, 2015. Purchases under the bid will terminate on the earlier of November 2, 2016, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX, or the date Norbord provides notice of termination of the bid. As at January 27, 2016, no share purchases have been made under this bid or the Company’s previous bid that expired on March 5, 2015.

Dividends

Norbord’s variable dividend policy targets the payment to shareholders of a portion of free cash flow based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors. Under this policy, the Board of Directors has declared the following dividends and has adjusted the level twice to maintain flexibility in the Company’s capital structure as well as to fund growth and other attractive capital investment opportunities:

(in CAD $)	Quarterly dividend declared per common share
Q2-2013 to Q4-2014	$	0.60
Q1-2015 & Q2-2015		0.25
Q3-2015 & Q4-2015		0.10

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The Board retains the discretion to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

Stock Options

As at December 31, 2015, options on 2.3 million common shares were outstanding, with 55% vested. The exercise prices for the outstanding options range from CAD $6.50 to CAD $111.30, with expiry on various dates up to 2025. In 2015, 0.1 million stock options were exercised (2014 – nil stock options) resulting in the issuance of 0.1 million common shares for total proceeds of $2 million.

SELECTED QUARTERLY INFORMATION

(US $ millions, except per share information, unless otherwise noted)										2015												2014
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		15	%		8	%		5	%		4	%		4	%		5	%		12	%		10	%
Return on equity (ROE)		11	%		-3	%		-9	%		-10	%		-8	%		-6	%		4	%		1	%
Cash provided by (used for) operating activities		56			23			(3	)		(52	)		9			34			16			(43	)
Cash provided by (used for) operating activities per share		0.66			0.27			(0.04	)		(0.61	)		0.11			0.40			0.19			(0.50	)
SALES AND EARNINGS
Sales		415			378			365			351			372			409			419			401
Adjusted EBITDA		57			30			19			16			14			19			46			36
Earnings (loss)		13			(9	)		(23	)		(37	)		(26	)		(29	)		23			(7	)
Adjusted earnings (loss)		16			(4	)		(13	)		(13	)		(16	)		(11	)		9			1
PER COMMON SHARE EARNINGS
Earnings (loss), basic and diluted(1)		0.15			(0.11	)		(0.27	)		(0.43	)		(0.30	)		(0.34	)		0.27			(0.08	)
Adjusted earnings (loss), basic and diluted(2)		0.19			(0.05	)		(0.15	)		(0.15	)		(0.18	)		(0.13	)		0.11			0.01
Dividends declared(3)		0.10			0.10			0.25			0.25			0.60			0.60			0.60			0.60
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		1,459			1,409			1,375			1,254			1,312			1,366			1,367			1,221
Europe		425			453			438			424			401			433			395			434
Indicative Average OSB Price
North Central ($/Msf–7/16”)		242			204			193			193			216			216			219			219
South East ($/Msf–7/16”)		221			176			174			175			181			177			199			193
Western Canada ($/Msf–7/16”)		204			158			152			159			172			187			206			219
Europe (€/m3)(4)		226			220			218			232			248			258			269			273

⁽¹⁾ Basic and diluted earnings (loss) per share are the same.

⁽²⁾ Basic and diluted Adjusted earnings (loss) per share are the same except diluted Adjusted earnings per share for Q2-14 is $0.10.

⁽³⁾  Dividends declared per share stated in Canadian dollars.

⁽⁴⁾ European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and remodelling work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. OSB shipment volumes and prices are affected by these factors as well as by global supply and demand conditions.

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Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and Europe. This inventory is generally consumed in the spring and summer months.

The demand for and the price of OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the demand for and the price of OSB in North America. The Company estimates that the annualized impact on Adjusted EBITDA of a $10 per Msf (7/16-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $58 million or $0.68 per basic share. Regional pricing variations, particularly in the Southern US and Western Canada, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix also makes the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

Global commodity prices affect the prices of key raw material inputs, primarily wood fibre, resin, wax and energy which had been increasing as the broader US economic recovery gained traction. However, prices for resin, a petroleum based product, started trending down along with oil prices in the fourth quarter of 2014, reversing a decade-long upward trend. The Company expects to continue to benefit from lower resin prices as long as global oil prices remain under pressure.

Norbord has significant exposure to the Canadian dollar with approximately 37% of its panel production capacity located in Canada following the Merger. The Company estimates that the favourable impact of a one-cent (US) decrease in the value of the Canadian dollar would positively impact annual Adjusted EBITDA by approximately $3 million when all six of Norbord’s Canadian OSB mills operate at capacity.

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Merger Transaction Costs – Included in the second quarter of 2015 is $1 million ($0.01 per basic and diluted share) of transaction costs related to the Merger. Included in the first quarter of 2015 is $7 million ($0.08 per basic and diluted share) of transaction costs related to the Merger. Included in the fourth quarter of 2014 is $9 million ($0.11 per basic and diluted share) of transaction costs related to the Merger. Included in the third quarter of 2014 is $1 million ($0.01 per basic and diluted share) of transactions costs related to the Merger.

Severance and Other Costs Incurred to Achieve Merger Synergies – Included in the second quarter of 2015 is $2 million ($0.02 per basic and diluted share) of severance costs incurred to achieve synergies from the Merger. Included in the fourth quarter of 2015 is $3 million ($0.03 per basic and diluted share) of other costs incurred to achieve synergies from the Merger including consulting and professional fees. Included in the second quarter of 2015 is $1 million ($0.01 per basic and diluted share) of similar costs and included in the first quarter of 2015 is $1 million ($0.01 per basic and diluted share) of costs associated with the immediate vesting of certain Ainsworth stock options upon closing of the Merger.

Costs on Early Debt Extinguishment – Included in the second quarter of 2015 is a $13 million ($0.15 per basic and diluted share) premium paid on the early redemption of the Ainsworth Notes, an $11 million ($0.13 per basic and diluted share) write-off of the related financial instrument on the call options embedded in the Ainsworth Notes and a related $1 million ($0.01 per basic and diluted share) write-off of net unamortized debt issue costs.

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.08 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.06 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets.

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Foreign Exchange Loss on Ainsworth Notes – Included in the first quarter of 2015 is a $28 million ($0.33 per basic and diluted share) foreign exchange loss due to the revaluation of the Ainsworth Notes to Canadian dollars since the Ainsworth Notes were denominated in US dollars and Ainsworth’s functional currency was Canadian dollars prior to the Merger. Revaluation gains or losses included in the fourth, third, second and first quarter of 2014 are a $11 million ($0.13 per basic and diluted share) foreign exchange loss, a $16 million ($0.19 per basic and diluted share) foreign exchange loss, a $11 million ($0.13 per basic and diluted share) foreign exchange gain and a $12 million ($0.14 per basic and diluted share) foreign exchange loss, respectively.

Gain (Loss) on Derivative Financial Instrument on Ainsworth Notes – Included in the first quarter of 2015 is a $4 million ($0.05 per basic and diluted share) revaluation gain on the embedded call option contained in the Ainsworth Notes. This derivative was extinguished when the Ainsworth Notes were early redeemed. Revaluation gains or losses included in the fourth, third, second and first quarter of 2014 are a $2 million ($0.02 per basic and diluted share) loss, a $12 million ($0.14 per basic and diluted share) loss, a $1 million ($0.01 per basic and diluted share) loss and a $4 million ($0.05 per basic and diluted share) gain, respectively.

The following table reconciles Adjusted earnings (loss) to the most directly comparable IFRS measure:

(US $ millions)	Q4 2015			Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014			Q2 2014			Q1 2014
Earnings (loss)	$	13		$	(9	)	$	(23	)	$	(37	)	$	(26	)	$	(29	)	$	23		$	(7	)
Add: Merger transaction costs		—			—			—			8			9			1			—			—
Add: Severance incurred to achieve Merger synergies		—			—			2			—						—			—			—
Add: Other costs incurred to achieve Merger synergies		3			—			1			1			—			—			—			—
Add: Costs on terminated LP acquisition		—			—			—			—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		—			—			25			—			—			—			—			—
Add (Less): Foreign exchange loss (gain) on Ainsworth Notes		—			—			—			28			11			16			(11	)		12
(Less) Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		—			—			—			(4	)		2			12			1			(4	)
Add (Less): Reported income tax expense (recovery)		6			3			(22	)		(14	)		(18	)		(15	)		(1	)		(1	)
Adjusted pre-tax earnings (loss)		22			(6	)		(17	)		(18	)		(22	)		(15	)		12			2
Less (Add) : Income tax (expense) recovery at statutory rate(1)		(6	)		2			4			5			6			4			(3	)		(1	)
Adjusted earnings (loss)	$	16		$	(4	)	$	(13	)	$	(13	)	$	(16	)	$	(11	)	$	9		$	1

⁽¹⁾  Represents Canadian combined federal and provincial statutory rate.

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The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	Q4 2015		Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014			Q2 2014			Q1 2014
Earnings (loss)	$	13	$	(9	)	$	(23	)	$	(37	)	$	(26	)	$	(29	)	$	23		$	(7	)
Add: Finance costs		14		14			13			14			13			13			13			14
Add: Depreciation		21		22			22			21			23			21			21			20
Add (less): Income tax expense (recovery)		6		3			(22	)		(14	)		(18	)		(15	)		(1	)		(1	)
Add: Merger transaction costs		—		—			1			7			9			1			—			—
Add: Severance incurred to achieve Merger synergies		—		—			2			—			—			—			—			—
Add: Other costs incurred to achieve Merger synergies		3		—			1			1			—			—			—			—
Add: Costs on terminated LP acquisition		—		—			—			—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		—		—			25			—						—			—			—
Add (Less): Foreign exchange loss (gain) on Ainsworth Notes		—		—			—			28			11			16			(11	)		12
Add (Less): Loss (gain) on derivative financial instrument on Ainsworth Notes		—		—			—			(4	)		2			12			1			(4	)
Adjusted EBITDA	$	57	$	30		$	19		$	16		$	14		$	19		$	46		$	36

FOURTH QUARTER RESULTS

Norbord’s Adjusted EBITDA increased in the fourth quarter alongside improving North American OSB prices.

In the fourth quarter of 2015, North Central benchmark OSB prices averaged $242 per Msf (7/16-inch basis), up $38 per Msf from the prior quarter and up $26 per Msf from the fourth quarter of 2014. In the South East region, where approximately 35% of Norbord’s North American OSB capacity is located, prices averaged $221 per Msf in the quarter, up $45 from the prior quarter and up $11 from the fourth quarter of 2014. In the Western Canada region, where approximately 30% of Norbord’s North American capacity is located, benchmark prices averaged $204 per Msf for the quarter, compared to $158 per Msf in the previous quarter and $172 per Msf in the same quarter last year. The impact of lower Western Canada benchmark prices was mitigated by the fact that operating costs at Norbord’s Canadian mills also benefited from a weaker Canadian dollar versus US dollar. In Europe, particleboard prices declined by 3% quarter-over-quarter and both OSB and MDF prices declined by 1% due to the seasonal slowdown in demand. Year-over-year, particleboard prices were flat, while OSB prices and MDF prices were down 16% and 5%, respectively as Eastern European producers continued to redirect supply to take advantage of the weaker Euro.

In North America, shipments were higher than the prior quarter as there were six more fiscal days in the fourth quarter and warmer weather buoyed OSB demand further into the fourth quarter. Shipments were up 11% compared to the same quarter last year due to improved OSB demand supported by increased mill productivity. In Europe, the seasonal slowdown was evident as shipment volumes decreased over the prior quarter. European shipments were higher compared to the same quarter last year due to increased demand in key OSB markets.

Sales in the quarter were $415 million, compared to $378 million in the third quarter of 2015 and $372 million in the fourth quarter of 2014. Quarter-over-quarter and year-over-year, sales increased by $37 million $43 million respectively, primarily due to higher North American OSB prices and an increase in North American shipment volumes.

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Norbord’s North American OSB operating mills produced at 84% of capacity in the fourth quarter of 2015, compared to 92% in the third quarter of 2015 and 81% in the fourth quarter of 2014. Norbord’s European mills produced at 95% of capacity in both the fourth quarter of 2015 and 2014, compared to 99% in the third quarter of 2015.

Norbord recorded earnings of $13 million ($0.15 per basic share and diluted share) in the fourth quarter of 2015, up from a loss of $9 million ($0.11 per basic and diluted share) in the third quarter of 2015 and a loss of $26 million ($0.30 per basic and diluted share) in the fourth quarter of 2014.

Excluding the impact of non-recurring items (other costs incurred to achieve Merger synergies and Merger transaction costs) and using a normalized Canadian statutory tax rate, Norbord recorded Adjusted earnings of $16 million ($0.19 per basic share and diluted share) in the fourth quarter of 2015 compared to an Adjusted loss of $4 million ($0.05 Adjusted loss per basic and diluted share) in the prior quarter and an Adjusted loss of $16 million ($0.18 Adjusted loss per basic and diluted share) in the fourth quarter of 2014. Quarter-over-quarter Adjusted earnings increased by $20 million primarily due to higher North American OSB pricing. Year-over-year Adjusted earnings increased by $32 million primarily due to higher North American OSB pricing, the cost benefit of a weaker Canadian dollar, lower resin prices and higher shipment volumes, partially offset by lower European OSB and MDF prices and higher North American maintenance costs attributed to the timing of maintenance shuts.

Norbord recorded Adjusted EBITDA of $57 million in the current quarter, $30 million in the prior quarter and $14 million in the fourth quarter of 2014.

Adjusted EBITDA changes are summarized in the variance table below:

(US $ millions)	Q4 2015 vs. Q3 2015			Q4 2015 vs. Q4 2014
Adjusted EBITDA – current period	$	57		$	57
Adjusted EBITDA – comparative period		30			14
Variance		27			43
Mill nets(1)		39			14
Volume(2)		(4	)		6
Key input prices(3)		4			12
Key input usage(3)		(3	)		4
Mill profit share and bonus		—			(1	)
Other operating costs and foreign exchange(4)		(9	)		8
Total	$	27		$	43

⁽¹⁾ The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

⁽²⁾ The volume variance represents the impact of shipment volume changes across all products.

⁽³⁾  The key inputs include fibre, resin, wax and energy.

⁽⁴⁾  The other operating costs and foreign exchange category covers all remaining variances including labour and benefits, and maintenance.

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ADJUSTED EBITDA

(US $ millions)	Q4 2015			Q3 2015			Q4 2014
North America	$	51		$	22		$	6
Europe		10			11			11
Unallocated		(4	)		(3	)		(3	)
Total	$	57		$	30		$	14

Norbord’s North American operations generated Adjusted EBITDA of $51 million in the fourth quarter of 2015, versus $22 million in the third quarter of 2015 and $6 million in the fourth quarter of 2014. Quarter-over-quarter, the increase of $29 million was primarily attributed to significantly higher OSB prices and the impact of six additional fiscal days in the fourth quarter, partially offset by the timing of annual maintenance shuts. The year-over-year increase of $45 million was primarily attributed to higher OSB prices, lower resin prices, higher shipment volume and the cost benefit of a weaker Canadian dollar.

In the fourth quarter, Norbord’s North American OSB cash production costs per unit increased 5% versus the third quarter of 2015 due to the timing of annual maintenance shuts which more than offset the impact of six additional fiscal days in the fourth quarter. Unit costs decreased by 10% versus the fourth quarter of 2014 as the cost benefit of the weaker Canadian dollar and lower resin prices was only partially offset by the timing of annual maintenance shuts.

Norbord’s European operations generated Adjusted EBITDA of $10 million in the fourth quarter of 2015, versus $11 million in both the third quarter of 2015 and the fourth quarter of 2014. Quarter-over-quarter, Adjusted EBITDA decreased due to lower shipment volumes which were partially offset by lower resin and energy prices. The year-over-year decrease is primarily attributed to lower OSB and MDF prices, partially offset by lower resin prices and lower raw material usages.

Unallocated costs are in line with prior periods.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during 2015:

Indemnity Commitment

As at December 31, 2015, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2015, the fees for services rendered and the cost of goods purchased was less than $1 million (2014 – less than $1 million) and were charged at market rates.

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which Norbord, as a 25% shareholder, has significant influence. In 2015, net sales of $48 million (2014 - $66 million) were made to Interex. At year-end, $3 million (December 31, 2014 - $2 million) due from Interex was included in accounts receivable.

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Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2015		2014
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		2
	$	3	$	6

FINANCIAL POLICIES

Capital Allocation

Norbord considers effective capital allocation to be critical to its success. Capital is invested only when Norbord expects returns to exceed pre-determined thresholds, taking into consideration both the degree and magnitude of the relative risks and rewards and, if appropriate, strategic considerations in the establishment of new business activities or maintenance of existing business activities. Post-investment reviews are conducted on capital investment decisions to assess the results against planned project returns.

Liquidity

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in attractive investment opportunities as they arise, and to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At year-end, the Company had unutilized liquidity of $344 million, comprising $9 million in cash and cash equivalents, $95 million undrawn under its accounts receivable securitization program and $240 million in unutilized committed revolving bank lines with nine international financial institutions, available to support its liquidity requirements.

Credit Ratings

Maintaining a stable balance sheet is an important element of Norbord’s financing strategy. Norbord believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions).

At January 27, 2016, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Negative	Stable	Stable

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded to debt securities by the rating agencies are not recommendations to purchase, hold or sell the debt securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgement, circumstances warrant.

Use of Financial Instruments

Norbord uses derivative financial instruments solely for the purpose of managing its interest rate, foreign exchange and commodity price exposures, as further detailed in the Risks and Uncertainties section. These activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement and reporting. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures and, accordingly, all gains and losses on these instruments are recognized in the same manner as the item being hedged.

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CHANGES IN ACCOUNTING POLICIES

Prior to the Merger, the accounting policies of the Company and Ainsworth were consistent, however the following accounting policies were adopted post-Merger:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on a straight line basis over the life of the agreement or based on the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the Provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

FUTURE CHANGES IN ACCOUNTING POLICIES

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. In September 2015, the IASB formalized a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 and will be effective for the year ending December 31, 2018. The Company is currently assessing the impact of IFRS 15 on its financial statements.

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(iii) Leases

In January 2016, the IASB issued International Financial Reporting Standard 16, Leases (IFRS 16) which replaces the existing lease accounting guidance. IFRS 16 requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. IFRS 16 is effective for the year ending December 31, 2019 with early adoption permitted if IFRS 15 is also adopted at the same time. The Company is currently assessing the impact of IFRS 16 on its financial statements.

SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to select appropriate accounting policies to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In particular, significant accounting policies, judgements and estimates utilized in the normal course of preparing the Company’s financial statements require management to make critical determinations that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Actual results could materially differ from those estimates. For further information on the Company’s significant accounting policies, refer to note 2 of the consolidated financial statements.

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. The significant estimates and judgements used in determining the recorded amount for assets and liabilities in the financial statements include the following:

Judgements

Information about management’s judgment made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are:

(i) Functional currency

The Company assesses the relevant factors related to the primary economic environment in which its entities operate to determine the functional currency.

(ii) Income Taxes

In the normal course of operations, judgement is required in assessing tax interpretations, regulations and legislation and in determining the provision for income taxes, deferred tax assets and liabilities. To the extent that a recognition or de-recognition of a deferred tax asset is required, current period earnings or OCI will be affected.

Estimates

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended December 31, 2015 are:

(i) Inventory

The Company estimates the net realizable value of its inventory using estimates regarding future selling prices.

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(ii) Property, Plant and Equipment and Intangible Assets

When determining the value in use of property, plant and equipment and intangible assets during impairment testing, the Company uses the following critical estimates: the timing of forecasted revenues; future selling prices and margins; future sales volumes; maintenance and other capital expenditures; discount rates; useful lives; and residual values.

(iii) Reforestation Obligation

Timber is harvested under various licenses issued by the provinces of British Columbia and Alberta, which include future requirements for reforestation. The future estimated reforestation obligation is accrued and charged to earnings on the basis of the volume of timber cut. The estimates of reforestation obligation are based upon various judgments and assumptions. Both the precision and reliability of such estimates are subject to uncertainties and, as additional information becomes known, these estimates are subject to change.

(iv) Employee Benefit Plans

The net obligations associated with the defined benefit pension plans are actuarially valued using: the projected unit credit method; management’s best estimates for salary escalation, inflation and life expectancy; and a current market discount rate to match the timing and amount of pension payments.

(v) Income Taxes

Current income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of recoveries, based on the tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

(vi) Financial Instruments

The critical assumptions and estimates used in determining the fair value of financial instruments are: equity and commodity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates; and volatility utilized in option valuations.

RISKS AND UNCERTAINTIES

Norbord is exposed to a number of risks and uncertainties in the normal course of its business which could have a material adverse effect on the Company’s business, financial position, operating results and cash flows. A discussion of some of the major risks and uncertainties follows.

Product Concentration and Cyclicality

OSB accounts for almost 90% of Norbord’s panel production capacity. The price of OSB is one of the most volatile in the wood products industry. Norbord’s concentration on OSB increases its sensitivity to product pricing and may result in a high degree of sales and earnings volatility.

Norbord’s financial performance is principally dependent on the selling price of its products. Most of Norbord’s products are traded commodities for which no liquid futures markets exist. The markets for most of Norbord’s products are highly cyclical and characterized by periods of supply and demand imbalance, during which its product prices have tended to fluctuate significantly. In addition, since many of Norbord’s products are used for new home construction, seasonal and annual weather changes can affect demand and sales volumes. These imbalances, which may affect different areas of Norbord’s business at different times, are influenced by numerous factors that are beyond Norbord’s control and include: changes in global and regional production capacity for a particular product or group of products; changes in the end use of those products, or the increased use of substitute products; a significant increase in longer-term interest rates; changes in the availability of mortgage financing; and the overall level of economic activity in the regions in which Norbord conducts business. In the past, Norbord has been negatively affected by declines in product pricing and has taken production downtime to manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for Norbord’s products, particularly OSB, could seriously harm the Company’s financial position, operating results and cash flows, including the ability to satisfy interest and principal payments on outstanding debt.

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Based on operations running at full capacity, the following table shows the approximate annualized impact of changes in product prices on Adjusted EBITDA:

	Sensitivity Factor			Impact on Adjusted EBITDA (US $ millions)
OSB – North America	$	10 per Msf–7/16”		$	58
OSB – Europe	€	10 per m	3		8

Liquidity

Norbord relies on long-term borrowings, access to revolving bank lines and an accounts receivable securitization program to fund its ongoing operations. The Company’s ability to refinance or renew such facilities is dependent upon financial market conditions. Although Norbord has notes maturing in 2017, 2020 and 2023 and has bank lines that are committed to 2018, financing may not be available when required or may not be available on commercially favourable or otherwise satisfactory terms in the future.

Competition

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the US, where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers. Certain competitors may have lower-cost facilities than Norbord. Norbord’s ability to compete in these and other markets is dependent on a variety of factors, such as manufacturing costs, availability of key production inputs, continued free access to markets, customer service, product quality, financial resources and currency exchange rates. In addition, competitors could develop new cost-effective substitutes for Norbord’s wood-based panels, or building codes could be changed making the use of Norbord’s products less attractive for certain applications.

Customer Dependence

Norbord sells its products primarily to major retail chains, contractor supply yards and industrial manufacturers, and faces strong competition for the business of significant customers. Norbord generally does not have contractual assurances of future sales. As a result, the loss of a significant customer or any significant customer order cancellations could negatively affect the Company’s sales and earnings. Continued consolidation in the retail industry could expose Norbord to increased concentration of customer dependence and increase customers’ ability to exert pricing pressure on Norbord.

Manufacturing Inputs

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin, wax and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond the Company’s control. Norbord may not be able to hedge the purchase price of manufacturing inputs or pass increased costs on to its customers.

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Fibre Resource

Fibre for Norbord’s OSB mills comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Canada, Norbord holds forest licences and agreements to source roundwood logs from Crown timberlands, which are supplemented by open market and private purchases. In Europe, wood fibre is purchased from government and private landowners.

When Norbord purchases timber, wood chips, fibre and other wood recycled materials on the open market, it is in competition with other uses of such resources, where prices are influenced by factors beyond Norbord’s control. Fibre supply could also be influenced by natural events, such as forest fires, severe weather conditions, insect epidemics and other natural disasters, which may increase wood fibre costs, restrict access to wood fibre or force production curtailments. In addition, Norbord’s supply and cost of fibre may be negatively impacted by increased demand resulting from market-based or legislative initiatives to use wood-based biomass materials in the production of heat, electricity or other bio-based products.

In Canada, the Crown licences and agreements require the payment of stumpage fees for the timber harvested and compliance with specified operating, rehabilitation and silviculture management practices. They can be revoked or cancelled for non-performance and contain terms and conditions that could, under certain circumstances, result in a reduction of annual allowable timber that may be harvested by Norbord without any compensation. The Company may not be able to renew or replace the Crown licences when they come due. Any changes to government regulations and policies governing forest management practices could adversely affect the Company’s access to, or increase the cost of, wood fibre.

Aboriginal groups have claimed substantial portions of land in various Canadian provinces over which they claim aboriginal title, or in which they have a traditional interest, and for which they are seeking compensation from various levels of government. The results of these claims and related forest policy mechanisms may adversely affect the supply of wood fibre and the commercial terms of supply agreements with provincial governments.

Currency Exposures

Norbord reports its financial results in US dollars. A portion of Norbord’s product prices and costs are influenced by relative currency values (particularly the Pound Sterling, Euro and Canadian dollar). Significant fluctuations in relative currency values could negatively affect the cost competitiveness of the Company’s facilities, the value of its foreign investments, the results of its operations and its financial position.

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

Third-Party Transportation Services

Norbord relies on third-party transportation services for delivery of products to customers as well as for delivery of raw materials from suppliers. The majority of products manufactured and raw materials used are transported by rail or truck, which are highly regulated. Transportation rates and fuel surcharges are influenced by factors beyond Norbord’s control. Any failure of third-party transportation providers to deliver finished goods or raw materials in a timely manner could harm the Company’s reputation, negatively affect customer relationships or disrupt production at the Company’s mills.

Employee Retention and Labour Relations

Norbord’s success depends in part on its ability to attract and retain senior management and other key employees. Competition for qualified personnel depends on economic and industry conditions, competitors’ hiring practices and the effectiveness of Norbord’s compensation programs. The loss of, or inability to recruit and retain, any such personnel could impact the Company’s ability to execute on its strategy.

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Norbord’s US employees are non-unionized while its UK, Belgian and most of its Canadian mill employees are unionized – representing approximately 40% of the workforce. All of Norbord’s UK and Belgian union contracts are evergreen. Canadian union contracts typically cover a three to five-year term, and the current contracts with Unifor (formerly the Communications, Energy and Paperworkers Union) representing members at the OSB mills in La Sarre, Quebec and Barwick, Ontario expire June 30, 2016 and July 31, 2017, respectively. The current contract with the Pulp, Paper and Woodworkers of Canada (PPWC) representing members at the OSB mill in 100 Mile House, British Columbia expires June 30, 2017. Strikes or work stoppages could result in lost production and sales, higher costs or supply constraints if Norbord is unable to negotiate acceptable contracts with its various trade unions upon expiry.

Environmental Matters

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation. Failure to comply with applicable environmental laws and regulations could result in fines, penalties or other enforcement actions that could impact Norbord’s production capacity or increase its production costs. The Company has incurred, and expects to continue to incur, capital expenditures and operating costs to comply with applicable environmental laws and regulations. In addition, environmental laws and regulations could become more stringent in the future.

International Sales

A portion of the Company’s sales are exported to customers in developing markets. International sales present a number of risks and challenges, including but not limited to the effective marketing of the Company’s products in foreign countries, collectability of accounts receivable, tariffs and other barriers to trade and recessionary environments in foreign economies. Although the Company purchases credit insurance on all export sales, revenues could be negatively impacted by any customer losses.

Product Liability and Legal Proceedings

Norbord produces a variety of wood-based panels that are used in new home construction, repair-and-remodelling of existing homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of Norbord’s products have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims related to product quality or performance issues. In addition, Norbord has been in the past and may in the future be involved in legal proceedings related to antitrust, negligence, personal injury, property damage and other claims against the Company or its predecessors. Norbord could face increased costs if any future claims exceed purchased insurance coverage.

Capital Intensity

The production of wood-based panels is capital intensive. There can be no assurance that key pieces of equipment will not need to be repaired or replaced. In certain circumstances, the costs of repairing or replacing equipment, and the associated downtime of the affected production line, may not be insurable.

Tax Exposures

Norbord takes various positions in the normal course of business of filing its tax returns, and there can be no assurance that tax authorities will not challenge such filing positions. In addition, Norbord is subject to further uncertainties concerning the interpretation and application of tax laws in various operating jurisdictions. Norbord provides for known estimated tax exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional taxing authorities. However, future settlements could differ materially from the Company’s estimated liabilities.

Defined Benefit Pension Plan Funding

Although Norbord’s defined benefit pension plans are all closed to new entrants, the Company continues to be subject to market risk on the plan assets and obligations related to existing members. Defined benefit pension plan funding requirements are based on actuarial valuations that make assumptions about the long-term expected rate of return on assets, salary escalation, life expectancy and discount rates. The Company’s latest funding valuations indicate the plans are in a solvency deficit position and therefore Norbord is required to make cash funding contributions. If actual experience differs from these assumptions or any of these assumptions change such that the solvency deficit increases, the Company would be required to increase cash funding contributions, reducing the availability of such funds for other corporate purposes.

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Ainsworth Merger

The Merger with Ainsworth presents certain risks to Norbord’s business and operations including, among other things, risks regarding: (1) inability to successfully integrate the business and employees of Ainsworth; (2) inability to avoid unforeseen increased expenses or delays associated with the Merger and integration; (3) inability to successfully manage the complex integration of systems, technology, networks and other assets of Ainsworth in a manner that minimizes any adverse impact on customers, vendors, suppliers, employees and other constituencies; (4) experience disruption of, or inconsistencies in, each of Norbord’s and Ainsworth’s standards, controls, procedures, policies and services. Accordingly, the Company may not realize the full expected benefits of synergies, innovation and operational efficiencies; and may not achieve these benefits within the anticipated timeframe or may not be able to fully and accurately measure any such benefits.

Information Technology Infrastructure

In order to optimize performance, the Company regularly implements business process improvement initiatives and invests capital to upgrade its information technology infrastructure. These initiatives may involve risks to the operations and the Company may experience difficulties during the transition to these new or upgraded systems and processes. Difficulties in implementing new or upgraded information systems or significant system failures could disrupt operations and have a material adverse effect on the business.

ASSESSMENT OF AND CHANGES IN INTERNAL CONTROLS AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING

In accordance with the requirements of National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the operating effectiveness of the Company’s internal control over financial reporting. Management of Norbord is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO, and it is effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

In accordance with the provisions of NI 52-109, management, including the CEO and CFO, have limited the scope of their design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Ainsworth. Norbord completed its Merger on March 31, 2015.

Ainsworth’s contribution to the Company’s consolidated financial statements for the year ended December 31, 2015 was approximately 26% of consolidated sales and approximately 30% of consolidated Adjusted EBITDA. As at December 31, 2015, Ainsworth’s current assets and current liabilities were approximately 22% and 14% of consolidated current assets and current liabilities, respectively, and its long term assets and long term liabilities were approximately 38% and 1% of consolidated non-current assets and non-current liabilities, respectively.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 excluding the design of controls, policies and procedures over financial reporting of Ainsworth as previously noted. Based on this assessment, management believes that, as of December 31, 2015, the Company’s internal control over financial reporting is operating effectively. Management determined that there were no material weaknesses in the Company’s internal control over financial reporting as of December 31, 2015. There have been no changes in Norbord’s internal control over financial reporting during the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Based on this evaluation, the CEO and CFO have concluded that Norbord’s internal control over financial reporting, as defined in NI 52-109, are effective.

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Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO and CFO, on a timely basis so that appropriate decisions can be made regarding annual and interim financial statement disclosure. An evaluation of the effectiveness of the design and operation of disclosure controls and procedures was conducted as of December 31, 2015 by Norbord’s management, including the CEO and CFO excluding the design of disclosure controls and procedures of Ainsworth as previously noted. Based on this evaluation, the CEO and CFO have concluded that Norbord’s disclosure controls and procedures, as defined in NI 52-109, are effective.

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted earnings (loss) is defined as earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by Louisiana-Pacific (LP) that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes and costs on early debt extinguishment. The actual income tax recovery (expense) is deducted (added back) and a tax recovery (expense) calculated at the Canadian combined federal and provincial statutory rate is added (deducted). Adjusted earnings (loss) per share is Adjusted earnings (loss) divided by the weighted average number of common shares outstanding.

The following table reconciles Adjusted (loss) earnings to the most directly comparable IFRS measure:

(US $ millions)	2015			2014			2013(1)
(Loss) earnings	$	(56	)	$	(39	)	$	149
Add: Merger transaction costs		8			10			—
Add: Severance costs related to Merger		2			—			—
Add: Other costs incurred to achieve Merger synergies		5			—			—
Add: Costs on terminated LP acquisition		—			2			—
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—
Add: Foreign exchange on Ainsworth Notes		28			28			—
(Less) add: (Gain) loss on derivative financial instrument on Ainsworth Notes		(4	)		11			—
Cost of early debt extinguishment								20
(Less) Add: Reported income tax (recovery) expense		(27	)		(35	)		25
Adjusted pre-tax (loss) earnings		(19	)		(23	)		194
Add (Less): Income tax recovery (expense) at statutory rate(2)		5			6			(52	)
Adjusted (loss) earnings	$	(14	)	$	(17	)	$	142

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽²⁾  Represents Canadian combined federal and provincial statutory rate.

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Adjusted EBITDA is defined as earnings (loss) determined in accordance with IFRS before finance costs, income taxes, depreciation and amortization, and other unusual or non-recurring items. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by LP that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes and costs on early debt extinguishment. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	2015			2014			2013(1)
(Loss) earnings	$	(56	)	$	(39	)	$	149
Add: Finance costs		55			53			37
Add: Depreciation and amortization		86			85			56
(Less) Add: Income tax (recovery) expense		(27	)		(35	)		25
Add: Merger transaction costs		8			10			—
Add: Severance costs related to Merger		2			—			—
Add: Other costs incurred to achieve Merger synergies		5			—			—
Add: Costs on terminated LP acquisition		—			2			—
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—
Add: Foreign exchange on Ainsworth Notes		28			28			—
(Less) Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		(4	)		11			—
Add: Costs on early debt extinguishment		—			—			20
Adjusted EBITDA	$	122		$	115		$	287

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

EBITDA margin (%) is defined as Adjusted EBITDA as a percentage of sales. When compared with industry statistics and prior periods, Adjusted EBITDA margin can be a useful indicator of operating efficiency and a company’s ability to compete successfully with its peers. Norbord interprets Adjusted EBITDA margin trends as indicators of relative operating performance.

Operating working capital is defined as accounts receivable plus inventory plus prepaid assets less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, prepaids, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	2015			2014
Accounts receivable	$	135		$	126
Inventory		181			187
Prepaids		10			11
Accounts payable and accrued liabilities		(201	)		(218	)
Operating working capital	$	125		$	106

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Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	2015		2014
Operating working capital	$	125	$	106
Cash and cash equivalents		9		92
Tax receivable		—		2
Total working capital	$	134	$	200

Capital employed is defined as the sum of property, plant and equipment, intangible assets and operating working capital. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, intangible assets and operating working capital.

(US $ millions)	2015			2014
Property, plant and equipment	$	1,260		$	1,341
Intangible assets		18			11
Accounts receivable		135			126
Inventory		181			187
Prepaids		10			11
Accounts payable and accrued liabilities		(201	)		(218	)
Capital employed	$	1,403		$	1,458

ROCE (return on capital employed) is Adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the effective use of capital. As Norbord operates in a cyclical commodity business, it monitors ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is Adjusted earnings (loss) divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

Net debt is the principal value of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	2015			2014(1)
Long-term debt, principal value	$	755		$	440
Less: Cash and cash equivalents		(9	)		(25	)
Net debt		746			415
Add: Letters of credit		5			3
Net debt for financial covenant purposes	$	751		$	418

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

35

Tangible net worth consists of shareholders’ equity including certain adjustments. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011 (includes those movements related to the translation of Ainsworth in prior periods).

(US $ millions)	2015			2014(1)
Shareholders’ equity	$	519		$	359
Less: Intangible assets		(18	)		—
Add: Other comprehensive income movement(2)		47			24
Add: Impact of Ainsworth adopting USD as its functional currency		155			—
Add: IFRS transitional adjustments		21			21
Tangible net worth	$	724		$	404

⁽¹⁾  Figures have not been restated for the Merger and reflect Norbord on a standalone basis.

⁽²⁾  Cumulative subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and tangible net worth. Net debt to capitalization on a book basis is a measure of a company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of a company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

36

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “projects,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding compliance with environmental regulations; (12) expectations regarding income tax rates; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; and (16) historical, forecasted and other forward-looking information published by third-parties such as the U.S. Census Bureau and FEA (Forest Economic Advisors, LLC) which we may refer to but have not independently verified; (17) the integration of the Ainsworth operations; and (18) the ability of the combined Company to realize synergies.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration and cyclicality; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) availability of rail services and port facilities; (7) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (8) impact of changes to, or non-compliance with, environmental regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of tax exposures; and (12) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information.

37

EX-99.3

Exhibit 99.3

JANUARY 27, 2016

Management’s Responsibility for the Financial Statements

The accompanying consolidated financial statements and all information in this annual report are the responsibility of management and have been approved by the Board of Directors. This responsibility includes the selection and consistent application of appropriate accounting principles and methods in addition to making the judgments and estimates necessary to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Company maintains systems of internal controls, which are designed to provide reasonable assurance that accounting records are reliable and to safeguard the Company’s assets. Management is required to certify as to the design and operating effectiveness of internal controls over financial reporting.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board and reviews the consolidated financial statements and Management’s Discussion and Analysis, considers the report of the external auditors, assesses the adequacy of the internal controls of the Company, approves the services provided by the external auditors, examines the fees and expenses for audit services, and recommends to the Board the independent auditors for appointment by the shareholders. The Audit Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the shareholders.

January 27, 2016

/s/ Peter Wijnbergen	/s/ Robin Lampard
PETER C. WIJNBERGEN	ROBIN E. LAMPARD
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer

1

KPMG LLP
Bay Adelaide Centre	Telephone	(416)777-8500
333 Bay Street Suite 4600	Fax	(416)777-8818
Toronto ON M5H 2S5	Internet	www.kpmg.ca
Canada

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Norbord Inc.

We have audited the accompanying consolidated financial statements of Norbord Inc., which comprise the consolidated balance sheets as at December 31, 2015, December 31, 2014 and January 1, 2014, the consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2015 and December 31, 2014, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

2

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Norbord Inc. as at December 31, 2015, December 31, 2014, and January 1, 2014 and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2015 and December 31, 2014 in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Emphasis of Matter

Without modifying our opinion, we draw attention to notes 2(b) and 21 to the consolidated financial statements, which explain that the comparative figures as at December 31, 2014 and January 1, 2014, and for the year ended December 31, 2014 have been restated to give retrospective effect to the common control merger of Norbord Inc. and Ainsworth Lumber Co. Ltd. as if they had always been combined.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

January 27, 2016

Toronto, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

3

Consolidated Balance Sheets

(US $ millions)	Note	Dec 31, 2015		Dec 31, 2014 (notes 2(b) and 21(a))		Jan 1, 2014 (notes 2(b) and 21(a))
Assets
Current assets
Cash and cash equivalents		$	9	$	92	$	327
Accounts receivable	3		135		126		143
Tax receivable			—		2		10
Inventory	4		181		187		172
Prepaids			10		11		9
			335		418		661
Non-current assets
Property, plant and equipment	5		1,260		1,341		1,388
Deferred income tax assets	12		5		7		2
Other assets	6		33		36		43
			1,298		1,384		1,433
		$	1,633	$	1,802	$	2,094
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	201	$	218	$	246
Current portion of long-term debt	7		—		—		9
			201		218		255
Non-current liabilities
Long-term debt	7		745		748		746
Other long-term debt	3		30		—		—
Other liabilities	8,9		31		47		40
Deferred income tax liabilities	12		107		130		174
			913		925		960
Shareholders’ equity	13		519		659		879
		$	1,633	$	1,802	$	2,094

(See accompanying notes)

Commitments and Contingencies (note 18)

On behalf of the Board:

/s/ Peter Gordon	/s/ Peter Wijnbergen
J. PETER GORDON	PETER C. WIJNBERGEN
Chair	President and Chief Executive Officer

4

Consolidated Statements of Earnings

Years ended December 31 (US $ millions, except per share information)	Note	2015			2014 (notes 2(b) and 21(b))
Sales		$	1,509		$	1,601
Cost of sales	10		(1,376	)		(1,472	)
General and administrative expenses	10		(16	)		(14	)
Depreciation and amortization	5		(86	)		(85	)
Operating income			31			30
Non-operating (expense) income:
Finance costs	11		(55	)		(53	)
Foreign exchange loss on Ainsworth Notes			(28	)		(28	)
Costs on early debt extinguishment	7		(25	)		—
Gain (loss) on derivative financial instrument on Ainsworth Notes	17		4			(11	)
Merger transaction costs	1		(8	)		(10	)
Severance costs related to Merger			(2	)		—
Costs related to terminated LP acquisition	21(f)(iii)		—			(2	)
Loss before income tax			(83	)		(74	)
Income tax recovery	12		27			35
Loss		$	(56	)	$	(39	)
Loss per common share
Basic and Diluted	14	$	(0.66	)	$	(0.46	)

(See accompanying notes)

5

Consolidated Statements of Comprehensive Income

Years ended December 31 (US $ millions)	Note	2015			2014 (notes 2(b) and 21(c))
Loss		$	(56	)	$	(39	)
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings: Actuarial gain (loss) on post-employment obligation	9, 12		4			(12	)
Items that may be reclassified subsequently to earnings: Foreign currency translation loss on foreign operations	12		(52	)		(55	)
Other comprehensive loss, net of tax			(48	)		(67	)
Comprehensive loss		$	(104	)	$	(106	)

(See accompanying notes)

6

Consolidated Statements of Changes in Shareholders’ Equity

Years ended December 31 (US $ millions)	Note	2015			2014 (notes 2(b) and 21(d))
Share capital
Balance, beginning of year		$	1,331		$	1,330
Issue of common shares upon exercise of options and
Dividend Reinvestment Plan	13		3			1
Balance, end of year		$	1,334		$	1,331
Merger reserve
Balance, beginning and end of year		$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of year		$	9		$	8
Stock-based compensation	13		1			1
Balance, end of year		$	10		$	9
Retained deficit
Balance, beginning of year		$	(463	)	$	(308	)
Loss			(56	)		(39	)
Common share dividends			(40	)		(116	)
Balance, end of year(i)		$	(559	)	$	(463	)
Accumulated other comprehensive loss
Balance, beginning of year		$	(122	)	$	(55	)
Other comprehensive loss			(48	)		(67	)
Balance, end of year	13	$	(170	)	$	(122	)
Shareholders’ equity		$	519		$	659

(See accompanying notes)

⁽ⁱ⁾ Retained earnings comprised of:

Deficit arising on cashless exercise of warrants in 2013 (note 13)	$	(263	)	$	(263	)
All other retained earnings		(296	)		(200	)
	$	(559	)	$	(463	)

7

Consolidated Statements of Cash Flows

Years ended December 31 (US $ millions)	Note	2015			2014 (note 21(e))
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings		$	(56	)	$	(39	)
Items not affecting cash:
Depreciation and amortization			86			85
Deferred income tax	12		(25	)		(39	)
(Gain) loss on derivative financial instrument on Ainsworth Notes	17		(4	)		11
Foreign exchange loss on Ainsworth Notes			28			28
Other items	15		14			(2	)
			43			44
Net change in non-cash operating working capital balances	15		(21	)		(37	)
Net change in tax receivable			2			9
			24			16
Investing activities
Investment in property, plant and equipment			(59	)		(107	)
Investment in intangible assets			(9	)		(6	)
			(68	)		(113	)
Financing activities
Common share dividends paid			(40	)		(115	)
Issuance of debt	7		315			—
Debt issue costs	7		(6	)		(1	)
Repayment of debt	7		(315	)		—
Premium on early debt extinguishment of Ainsworth Notes	7		(13	)		—
Accounts receivable securitization drawings, net	3		30			—
Repayment of equipment financing loans			—			(9	)
Issue of common shares	13		2			—
			(27	)		(125	)
Foreign exchange revaluation on cash and cash equivalents held			(12	)		(13	)
Cash and cash equivalents
Decrease during year			(83	)		(235	)
Balance, beginning of year			92			327
Balance, end of year	15	$	9		$	92

(See accompanying notes, including note 15 for supplemental cash flow information)

8

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc., or any of its consolidated subsidiaries and affiliates, which are related parties by virtue of a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 17 plant locations in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange (TSX) under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

On March 31, 2015, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) completed an arrangement under which the Company acquired all of the outstanding common shares of Ainsworth in an all-share transaction (the Merger). Under the terms of the transaction, Ainsworth shareholders received 0.1321 of a share of the Company for each Ainsworth share held pursuant to a plan of arrangement under the British Columbia Business Corporations Act. Based on the number of Ainsworth common shares outstanding as at March 31, 2015, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth became a wholly-owned subsidiary of Norbord and Ainsworth’s shares were delisted from the TSX on April 2, 2015.

Prior to the completion of the Merger, Brookfield controlled approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively. Brookfield now controls approximately 53% of the outstanding common shares of the Company.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and Interpretations of the International Financial Reporting Interpretations Committee. These financial statements were authorized for issuance by the Board of Directors of the Company on January 27, 2016.

(b) Basis of Presentation

These consolidated financial statements include the accounts of the Company and all its wholly-owned subsidiaries and the Company has elected a policy to retrospectively combine the financial statements of the Company and Ainsworth as if they had always been combined; see note 21 for reconciliations of restated prior period financial statement figures.

(c) Basis of Measurement

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value (as described in note 17).

(d) Functional and Presentation Currency

The US dollar is the functional and presentation currency of the Company. Each of the Company’s subsidiaries determines its functional currency, and items included in the financial statements of each subsidiary are measured using that functional currency.

9

(e) Foreign Currency Translation

Assets and liabilities of foreign operations having a functional currency other than the US dollar are translated at the rate of exchange prevailing at the reporting date, and revenues and expenses at average rates during the period. Gains or losses on translation are included as a component of shareholders’ equity in accumulated other comprehensive income. Gains or losses on foreign currency-denominated balances and transactions that are designated as hedges of net investments in these operations are reported in the same manner.

Foreign currency-denominated monetary assets and liabilities of the Company and its subsidiaries are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in earnings. Gains or losses on transactions that hedge these items are also included in earnings. Revenue and expenses are measured at average rates during the period. Foreign currency-denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date. Foreign exchange gains or losses arising from monetary assets or liabilities in a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (OCI).

(f) New Accounting Policies

Prior to the Merger, the accounting policies of the Company and Ainsworth were consistent, however the following policies were adopted post-Merger:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on a straight line basis over the life of the agreement or based on the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment as described in Note 2(i) below.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

(g) Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits, and investment-grade money market securities and bank term deposits with maturities of 90 days or less from the date of purchase. Cash and cash equivalents are recorded at fair value.

10

(h) Inventories

Inventories of finished goods, raw materials and operating and maintenance supplies are valued at the lower of cost and net realizable value, with cost determined on an average cost basis. The cost of finished goods inventories includes direct material, direct labour and an allocation of overhead.

(i) Property, Plant and Equipment

Property, plant and equipment is recorded at cost less accumulated depreciation. Borrowing costs are included as part of the cost of a qualifying asset. Property and plant includes land and buildings. Buildings are depreciated on a straight-line basis over 20 to 40 years. Production equipment is depreciated using the units-of-production basis. This method amortizes the cost of equipment over the estimated units to be produced during its estimated useful life, which ranges from 10 to 25 years. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The rates of depreciation are intended to fully depreciate manufacturing and non-manufacturing assets over their useful lives. These periods are assessed at least annually to ensure that they continue to approximate the useful lives of the related assets.

Property, plant and equipment is tested for impairment only when there is an indication of impairment. Impairment testing is a one-step approach for both testing and measurement, with the carrying value of the asset or group of assets compared directly to the higher of fair value less costs to sell and value in use. Fair value is measured at the sale price of the asset or group of assets in an arm’s length transaction. Value in use is based on the cash flows of the asset or group of assets, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The projection of future cash flows takes into account the relevant operating plans and management’s best estimate of the most probable set of conditions anticipated to prevail. Where an impairment loss exists, it is recorded against earnings. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying value that would have remained had no impairment loss been recognized previously. IFRS requires such reversals to be recognized in earnings if certain criteria are met.

(j) Employee Future Benefits

Norbord sponsors various defined benefit and defined contribution pension plans, which cover substantially all employees and are funded in accordance with applicable plan and regulatory requirements. The benefits under Norbord’s defined benefit pension plans are generally based on an employee’s length of service and their final five years’ or career average salary. The plans do not provide for indexation of benefit payments.

The measurement date for all defined benefit pension plans is December 31. The obligations associated with Norbord’s defined benefit pension plans are actuarially valued using the projected unit credit method, management’s best estimate assumptions, salary escalation, inflation, life expectancy, and a current market discount rate. Assets are measured at fair value. The obligation in excess of plan assets is recorded as a liability. All actuarial gains or losses are recognized immediately through OCI.

(k) Financial Instruments

The Company periodically utilizes derivative financial instruments solely to manage its foreign currency, interest rate and commodity price exposures in the ordinary course of business. Derivatives are not used for trading or speculative purposes. All hedging relationships, risk management objectives and hedging strategies are formally documented and periodically assessed to ensure that the changes in the value of these derivatives are highly effective in offsetting changes in the fair values, net investments or cash flows of the hedged exposures. Accordingly, all gains and losses (realized and unrealized, as applicable) on such derivatives are recognized in the same manner as gains and losses on the underlying exposure being hedged. Any resulting carrying amounts are included in other assets if there is an unrealized gain on the derivative, or in other liabilities if there is an unrealized loss on the derivative.

11

The fair values of the Company’s derivative financial instruments are determined by using observable market inputs for similar assets and liabilities. These fair values reflect the estimated amount that the Company would have paid or received if required to settle all outstanding contracts at period-end. The fair value measurements of the Company’s derivative financial instruments are classified as Level 2 of a three-level hierarchy, as fair value of these derivative instruments is based on observable market inputs. This fair value represents a point-in-time estimate that may not be relevant in predicting the Company’s future earnings or cash flows.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. However, the Company’s Board-approved financial policies require that derivative transactions be executed only with approved highly rated counterparties under master netting agreements; therefore, the Company does not anticipate any non-performance.

The carrying value of the Company’s non-derivative financial instruments approximates fair value, except where disclosed in these notes. Fair values disclosed are determined using actual quoted market prices or, if not available, indicative prices based on similar publicly traded instruments.

(l) Debt Issue Costs

The Company accounts for transaction costs that are directly attributable to the issuance of long-term debt by deducting such costs from the carrying value of the long-term debt. The capitalized transaction costs are amortized to interest expense over the term of the related long-term debt using the effective interest rate method.

(m) Income Taxes

The Company uses the asset and liability method of accounting for income taxes and provides for temporary differences between the tax basis and carrying amounts of assets and liabilities. Accordingly, deferred tax assets and liabilities are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and laws that have been substantively enacted at the balance sheet date. In addition, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the year of enactment or substantive enactment. Current and deferred income taxes relating to items recognized directly in other comprehensive income are also recognized directly in other comprehensive income. The Company assesses recoverability of deferred tax assets based on the Company’s estimates and assumptions. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. Previously unrecognized tax assets are recognized to the extent that it has become probable that future taxable profit will support their realization, or derecognized to the extent it is no longer probable that the tax assets will be recovered.

The Company has certain non-monetary assets and liabilities for which the tax reporting currency is different from the functional currency. Translation gains or losses arising on the remeasurement of these items at current exchange rates versus historic exchange rates give rise to a temporary difference for which a deferred tax asset or liability and deferred tax expense (recovery) is recorded.

(n) Share-Based Payments

The Company issues share-based awards to certain employees in the form of stock options that vest evenly over a five-year period. The fair value of the awards on the grant date is determined using a fair value model (Black-Scholes option pricing model). Each tranche of the award is considered to be a separate grant based on its respective vesting period. The fair value of each tranche is determined separately on the date of grant and recognized as compensation expense, net of forfeiture estimate, over the term of its respective vesting period, with a corresponding increase to contributed surplus. Upon exercise of the award, the issued shares are recorded at the corresponding amount in contributed surplus, plus the cash proceeds received.

12

(o) Revenue Recognition

Sales are recognized when the risks and rewards of ownership pass to the purchaser. This is generally when goods are shipped. Sales are recorded net of discounts.

Sales are governed by contract or by standard industry terms. Revenue is not recognized prior to the completion of those terms. The majority of product is shipped via third-party transport on a freight-on-board shipping point basis. In all cases, product is subject to quality testing by the Company to ensure it meets applicable standards prior to shipment.

(p) Impairment of Non-Derivative Financial Assets

Financial assets not classified at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment.

(q) Measurements of Fair Value

A number of the Company’s accounting policies and disclosures require the measurement of fair value, for both financial and non-financial assets and liabilities.

The Company has an established framework with respect to the measurement of fair values. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then management assesses the evidence obtained from these sources to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation technique as follows:

Level 1	–	unadjusted quoted prices available in active markets for identical assets or liabilities;
Level 2	–	inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3	–	inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(r) Critical Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make critical judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ materially from those estimates. Such differences in estimates are recognized when realized on a prospective basis.

13

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. The significant estimates and judgements used in determining the recorded amount for assets and liabilities in the financial statements include the following:

A. Judgements

Information about management’s judgment made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are:

(i) Functional Currency

The Company assesses the relevant factors related to the primary economic environment in which its entities operate to determine the functional currency.

(ii) Income Taxes

In the normal course of operations, judgement is required in assessing tax interpretations, regulations and legislation and in determining the provision for income taxes, deferred tax assets and liabilities. To the extent that a recognition or derecognition of a deferred tax asset is required, current period earnings or OCI will be affected.

B. Estimates

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended December 31, 2015 are:

(i) Inventory

The Company estimates the net realizable value of its inventory using estimates regarding future selling prices.

(ii) Property, Plant and Equipment and Intangible Assets

When determining the value in use of property, plant and equipment and intangible assets during impairment testing, the Company uses the following critical estimates: the timing of forecasted revenues; future selling prices and margins; future sales volumes; maintenance and other capital expenditures; discount rates; useful lives; and residual values.

(iii) Reforestation Obligation

Timber is harvested under various licenses issued by the provinces of British Columbia and Alberta, which include future requirements for reforestation. The future estimated reforestation obligation is accrued and charged to earnings on the basis of the volume of timber cut. The estimates of reforestation obligation are based upon various judgments and assumptions. Both the precision and reliability of such estimates are subject to uncertainties and, as additional information becomes known, these estimates are subject to change.

(iv) Employee Benefit Plans

The net obligations associated with the defined benefit pension plans are actuarially valued using: the projected unit credit method; management’s best estimates for salary escalation, inflation and life expectancy; and a current market discount rate to match the timing and amount of pension payments.

(v) Income Taxes

Current income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of recoveries, based on the tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

14

(vi) Financial Instruments

The critical assumptions and estimates used in determining the fair value of financial instruments are: equity and commodity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates; and volatility utilized in option valuations.

(s) Future Changes in Accounting Policies

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. In September 2015, the IASB formalized a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 and will be effective for the year ending December 31, 2018. The Company is currently assessing the impact of IFRS 15 on its financial statements.

(iii) Leases

In January 2016, the IASB issued International Financial Reporting Standard 16, Leases (IFRS 16) which replaces the existing lease accounting guidance. IFRS 16 requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. IFRS 16 is effective for the year ending December 31, 2019 with early adoption permitted if IFRS 15 is also adopted at the same time. The Company is currently assessing the impact of IFRS 16 on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. In April 2015, the program commitment limit was increased from $100 million to $125 million following the Merger. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset de-recognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At year-end, Norbord had transferred but continued to recognize $122 million (December 31, 2014 – $102 million; January 1, 2014 – $113 million) in trade accounts receivable, and Norbord recorded drawings of $30 million as Other long-term debt (December 31, 2014 and January 1, 2014 – $nil) relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as Other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 16). The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as finance costs.

15

The securitization program contains no financial covenants; however, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at January 27, 2016, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Dec 31, 2015		Dec 31, 2014		Jan 1, 2014
Raw materials	$	52	$	59	$	53
Finished goods		65		68		64
Operating and maintenance supplies		64		60		55
	$	181	$	187	$	172

At year-end, the provision to reflect inventories at the lower of cost and net realizable value was less than $1 million (December 31, 2014 – $2 million and January 1, 2014 – $1 million).

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Cost
January 1, 2014	$	12	$	331		$	1,249		$	108		$	1,700
Additions		—		—			33			66			99
Disposals		—		—			(8	)		—			(8	)
Transfers		—		8			74			(82	)		—
Effect of foreign exchange		—		(18	)		(50	)		(8	)		(76	)
December 31, 2014		12		321			1,298			84			1,715
Additions		—		—			—			61			61
Disposals		—		—			(5	)		—			(5	)
Transfers		—		1			46			(47	)		—
Effect of foreign exchange		—		(22	)		(63	)		(3	)		(88	)
December 31, 2015	$	12	$	300		$	1,276		$	95		$	1,683
Accumulated depreciation
January 1, 2014		—		65			247			—			312
Depreciation		—		15			70			—			85
Disposals		—		—			(6	)		—			(6	)
Effect of foreign exchange		—		(5	)		(12	)		—			(17	)
December 31, 2014		—		75			299			—			374
Depreciation		—		16			70			—			86
Disposals		—		—			(4	)		—			(4	)
Effect of foreign exchange		—		(6	)		(27	)		—			(33	)
December 31, 2015	$	—	$	85		$	338		$	—		$	423
(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Net
January 1, 2014	$	12	$	266		$	1,002		$	108		$	1,388
December 31, 2014		12		246			999			84			1,341
December 31, 2015		12		215			938			95			1,260

In 2015, less than $1 million in interest costs (2014 – $1 million) were capitalized and included as part of the cost of qualifying assets.

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NOTE 6. OTHER ASSETS

(US $ millions)	Note	Dec 31, 2015		Dec 31, 2014		Jan 1, 2014
Intangible assets		$	18	$	11	$	7
Investment tax credit receivable			13		15		16
Derivative financial asset	17		—		7		18
Other			2		3		2
		$	33	$	36	$	43

NOTE 7. LONG-TERM DEBT

(US $ millions)	Dec 31, 2015			Dec 31, 2014			Jan 1, 2014
Principal value
7.7% senior secured notes due 2017	$	200		$	200		$	200
5.375% senior secured notes due 2020		240			240			240
6.25% senior secured notes due 2023		315			—			—
7.5% senior secured notes due 2017		—			315			315
Equipment financing loans		—			—			9
		755			755			764
Debt issue costs		(10	)		(7	)		(9	)
Less: Current portion		—			—			(9	)
	$	745		$	748		$	746

Maturities of long-term debt are as follows:

(US $ millions)	2016		2017		2018		2019		2020		Thereafter		Total
Maturities of long-term debt	$	—	$	200	$	—	$	—	$	240	$	315	$	755

As at December 31, 2015, the effective interest rate on the Company’s debt-related obligations was 6.2% (2014 – 6.9%).

Senior Secured Notes Due 2017

The Company’s senior secured notes due in 2017 bear a fixed interest rate that varies with the changes in the Company’s credit ratings. In 2015 and 2014, the interest rate was 7.70%. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2023 and committed revolving bank lines.

Senior Secured Notes Due 2020

The Company’s senior secured notes due in 2020 bear a fixed interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2023 and committed revolving bank lines.

Senior Secured Notes Due 2023

On April 16, 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred on the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2020 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the Ainsworth $315 million senior secured notes due 2017 (Ainsworth Notes) that were assumed upon closing of the Merger (see note 1). As a result of the early redemption, a premium of $13 million was paid, a $1 million charge related to net unamortized debt issue costs was recorded and an $11 million charge to extinguish the related derivative financial instrument was recognized (see note 17).

17

Revolving Bank Lines

The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. In April 2015, the revolving bank lines were renewed and the maturity date for $225 million of the total aggregate commitment was extended from May 2016 to May 2018 and the remaining $20 million commitment matures in May 2016. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017, 2020 and 2023 senior secured notes.

At year-end, none of the revolving bank lines were drawn as cash, $5 million (2014 – $3 million) was utilized for letters of credit and $240 million (2014 – $242 million) was available to support short-term liquidity requirements.

The revolving bank lines contain two quarterly financial covenants: minimum tangible net worth of $450 million (increased from $250 million effective April 2015 as a result of the Merger) and maximum net debt to total capitalization, book basis, of 65%. The Company was in compliance with the financial covenants at year-end.

Debt Issue Costs

In 2015, debt issue costs of $6 million were incurred on the issuance of the 2023 senior notes and on the renewal of the revolving bank lines. Amortization expense related to debt issue costs for 2015 was $2 million (2014 – $1 million).

NOTE 8. OTHER LIABILITIES

(US $ millions)	Dec 31, 2015		Dec 31, 2014		Jan 1, 2014
Defined benefit pension obligation	$	23	$	34	$	26
Accrued employee benefits		5		9		10
Reforestation obligation		3		3		4
Other		—		1		—
	$	31	$	47	$	40

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NOTE 9. EMPLOYEE BENEFIT PLANS

Pension Plans

Norbord has a number of pension plans in which participation is available to substantially all employees. Norbord’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. All of Norbord’s pension plans are up-to-date on their actuarial valuations in accordance with regulatory requirements.

Information about Norbord’s defined benefit pension obligation and assets is as follows:

(US $ millions)	2015			2014
Change in accrued benefit obligation during the year
Accrued benefit obligation, beginning of year	$	164		$	149
Current service cost		3			3
Interest on accrued benefit obligation		6			7
Benefits paid		(8	)		(8	)
Net actuarial loss arising from changes to:
Demographic assumptions		1			4
Financial assumptions		—			19
Experience adjustments		(1	)		3
Foreign currency exchange rate impact		(25	)		(13	)
Accrued benefit obligation, end of year(1)	$	140		$	164
Change in plan assets during the year
Plan assets, beginning of year	$	130		$	123
Interest income		5			6
Remeasurement gains:
Return on plan assets (excluding interest income)		(1	)		6
Employer contributions		12			13
Benefits paid		(8	)		(8	)
Administrative expenses and taxes		(1	)		(1	)
Foreign currency exchange rate impact		(20	)		(9	)
Plan assets, end of year(1)	$	117		$	130
Funded status
Accrued benefit obligation	$	140		$	164
Plan assets		(117	)		(130	)
Accrued benefit obligation in excess of plan assets	$	23		$	34

⁽¹⁾  All plans have accrued benefit obligations in excess of plan assets.

The components of benefit expense recognized in the statement of earnings are as follows:

(US $ millions)	2015		2014
Current service cost	$	3	$	3
Interest cost		1		1
Administrative expense		1		1
Net periodic pension expense	$	5	$	5

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The significant weighted average actuarial assumptions are as follows:

	2015			2014
Used in calculation of accrued benefit obligation, end of year
Discount rate		4.0	%		3.9	%
Rate of compensation increase		3.0	%		3.0	%
Used in calculation of net periodic pension expense for the year
Discount rate		3.9	%		4.8	%
Rate of compensation increase		3.0	%		3.0	%

The impact of a change to the significant actuarial assumptions on the accrued benefit obligation as at December 31, 2015 is as follows:

(US $ millions)	Increase			Decrease
Discount rate (0.5% change)	$	(10	)	$	11
Compensation rate (1.0% change)		5			(5	)
Future life expectancy (1 year movement)		3			(3	)
Retirement age (1 year movement)		(2	)		2

The weighted average asset allocation of Norbord’s defined benefit pension plan assets is as follows:

	Dec 31, 2015			Dec 31, 2014
Asset category
Equity investments		53	%		54	%
Fixed income investments		41	%		41	%
Cash		6	%		5	%
Total assets		100	%		100	%

Cost of sales includes $10 million (2014 – $11 million) related to contributions to Norbord’s defined contribution pension plans.

NOTE 10. EMPLOYEE BENEFITS

Included in Cost of sales and General and administrative expenses are the following:

(US $ millions)	Dec 31, 2015		Dec 31, 2014
Short-term employee benefits	$	161	$	172
Long-term employee benefits		26		26
Share-based payments		3		3
	$	190	$	201

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NOTE 11. FINANCE COSTS

The components of finance costs were as follows:

(US $ millions)	2015		2014
Interest on long-term debt(1)	$	49	$	51
Interest on other long-term debt		1		—
Amortization of debt issue costs		2		1
Revolving bank lines fees and other		2		—
		54		52
Net interest expense on net pension obligation		1		1
Total finance costs	$	55	$	53

⁽¹⁾  Net of capitalized interest of less than $1 million and $1 million, respectively (note 5).

NOTE 12. INCOME TAX

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the amounts used for income tax purposes.

The source of deferred income tax balances is as follows:

(US $ millions)	Dec 31, 2015			Dec 31, 2014			Jan 1, 2014
Property, plant and equipment, differences in basis	$	(265	)	$	(261	)	$	(270	)
Benefit of tax loss carryforwards		149			128			85
Other differences in basis		14			10			13
Net deferred income taxes liabilities	$	(102	)	$	(123	)	$	(172	)

(US $ millions)	Dec 31, 2015			Dec 31, 2014			Jan 1, 2014
Deferred income tax assets	$	5		$	7		$	2
Deferred income tax liabilities		(107	)		(130	)		(174	)
Net deferred income taxes liabilities	$	(102	)	$	(123	)	$	(172	)

As at December 31, 2015, the Company had the following approximate tax attributes available to carry forward:

	Amount (millions)		Latest Expiry Year
Tax loss carryforwards
Belgium		€33		Indefinite
Canada - non-capital loss		CAD $483		2035
Canada - capital loss		CAD $286		Indefinite
United States		US $186		2035

The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable. Certain deferred tax benefits relating to the above attributes have been included in deferred income taxes in the consolidated financial statements. At each balance sheet date, the Company assesses its deferred income tax assets and recognizes the amounts that, in the judgement of management, are probable to be utilized. During the year, the Company has not recognized $13 million in net deferred tax assets (2014 – $8 million in net deferred assets recognized) relating to prior years’ losses and temporary differences. The Company also recognized $4 net deferred tax liabilities (2014 – $4 million net deferred tax assets) related to items which were recorded in OCI.

21

The expiry date, if applicable, of the unrecognized deferred tax assets is as follows:

(US $ millions)	Dec 31, 2015		Dec 31, 2014		Jan 1, 2014
2018 - 2034	$	11	$	12	$	19
Do not expire		43		39		36
Total	$	54	$	51	$	55

The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized as at December 31, 2015 is $526 million (December 31, 2014 – $543 million).

Income tax recovery recognized in the statement of earnings comprises the following:

(US $ millions)	2015			2014
Current income tax	$	(2	)	$	4
Deferred income tax		(25	)		(39	)
Income tax recovery	$	(27	)	$	(35	)

Income tax recovery is calculated as follows:

(US $ millions)	2015			2014
Loss before income tax	$	(83	)	$	(74	)
Income tax recovery at combined Canadian federal and provincial statutory rate of 26% (2014 – 27%)		(21	)		(20	)
Effect of:
Rate differences on foreign activities		(16	)		(16	)
Non-recognition (recognition) of the benefit of prior years’ tax losses and other deferred tax assets		13			(8	)
Non-recognition of deferred tax assets relating to foreign exchange gain		5			5
Current income tax (recovery) expense not previously recognized		(8	)		1
Other		—			3
Income tax recovery	$	(27	)	$	(35	)

Income tax recovery (expense) recognized in the statement of comprehensive income comprises the following:

(US $ millions)	2015			2014
Actuarial gain (loss) on post-employment obligation	$	4		$	(16	)
Tax		—			4
Net of tax	$	4		$	(12	)
Foreign currency translation loss on foreign operations	$	(48	)	$	(55	)
Tax		(4	)		—
Net of tax	$	(52	)	$	(55	)

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NOTE 13. SHAREHOLDERS’ EQUITY

Share Capital

	2015				2014(1)
	Shares (millions)		Amount (US $ millions)		Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of year		53.5	$	662		53.4	$	661
Issuance of common shares upon exercise of options and Dividend Reinvestment Plan		0.1		3		0.1		1
Issue of common shares upon closing of Merger		31.8		669		—		—
Common shares outstanding, end of year		85.4	$	1,334		53.5	$	662

⁽¹⁾  Not restated for effects of the Merger. See note 21(d) for restated amounts.

As at December 31, 2015, the authorized capital stock of the Company is as follows: an unlimited number of Class A and Class B preferred shares, an unlimited number of non-voting participating shares and an unlimited number of common shares.

Contributed Surplus

Contributed surplus at December 31, 2015 comprises amounts related to compensation expense on stock options issued under the Company’s stock option plan.

Stock Options

	2015					2014
	Options (millions)			Weighted Average Exercise Price (CAD $)		Options (millions)		Weighted Average Exercise Price (CAD $)
Balance, beginning of year		1.6		$	26.81		1.4	$	26.89
Options granted		0.5			27.21		0.2		30.41
Options converted upon closing of Merger		0.4			17.53		—		—
Options exercised		(0.2	)		16.73		—		—
Balance, end of year		2.3		$	24.79		1.6	$	26.81
Exercisable at year-end		1.3		$	25.72		0.8	$	35.03

Under the Company’s stock option plan, the Board of Directors may issue stock options to certain employees of the Company. These options vest over a five-year period and expire 10 years from the date of issue. During the year, 0.5 million stock options were granted (2014 – 0.2 million) and stock option expense of $1 million was recorded with a corresponding increase in contributed surplus (2014 – $1 million).

23

The table below outlines the significant assumptions used during the period to estimate the fair value of options granted:

	2015			2014
Risk-free interest rate		0.7	%		1.4	%
Expected volatility		30	%		30	%
Dividend yield		2.5	%		7.9	%
Expected option life (years)		5			5
Share price (in Canadian dollars)	$	27.05		$	30.41
Exercise price (in Canadian dollars)	$	27.21		$	30.41
Weighted average fair value per option granted (in Canadian dollars)	$	3.96		$	2.32

Upon closing of the Merger, each outstanding Ainsworth stock option was exchanged for a replacement option to acquire a number of Norbord common shares using the exchange ratio as provided in the plan of arrangement. All such replacement options vested immediately upon closing of the Merger. Otherwise all terms and conditions of a replacement option, including the terms of expiry, conditions to and manner of exercising, are the same as the Ainsworth stock options immediately prior to the closing of the Merger. As a result, 0.4 million replacement options were issued in exchange for the outstanding Ainsworth stock options.

In 2015, 0.2 million common shares were issued as a result of options exercised under the stock option plan for total proceeds of $2 million (2014 – no stock options were exercised).

The following table summarizes the weighted average exercise prices and the weighted average remaining contractual life of the balances of stock options outstanding at December 31, 2015:

			Options Outstanding				Options Exercisable
Range of Exercise Prices (CAD $)	Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price (CAD $)		Options		Weighted Average Exercise Price (CAD $)
$6.50-$10.00		534,736		5.44	$	9.36		334,736	$	9.01
$10.01-$15.00		392,066		5.08		14.42		315,066		14.29
$15.01-$20.00		220,630		4.24		17.96		220,630		17.96
$20.01-$25.00		75,860		7.89		21.56		75,860		21.56
$25.01-$30.00		511,326		9.38		27.30		36,326		28.48
$30.01-$35.00		334,472		7.73		30.52		89,488		30.57
$60.90		90,630		2.10		60.90		90,630		60.90
$91.60-$111.30		103,890		0.79		97.87		103,890		97.87
		2,263,610		6.22	$	24.79		1,266,626	$	25.72

Dividend Reinvestment Plan

During the year, $1 million of dividends were reinvested in common shares (2014 – $1 million).

Merger Reserve

Merger reserve represents the difference between the fair value of the Norbord common shares on the date of issuance, and the book value of the Ainsworth common shares exchanged upon closing of the Merger (note 1).

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Amendment to Warrant Indenture

On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 by executing a Supplemental Warrant Indenture to include a cashless exercise feature. This feature allowed warrant holders to elect to exercise their warrants on a cashless basis, and receive common shares based on the in-the-money value of their warrants. The warrants expired on December 24, 2013. In 2013, a total of 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million common shares. As required under IFRS, for the year ended December 31, 2013, the cashless exercise of the warrants resulted in:

• An increase in share capital of $298 million, representing the fair value on the date of exercise of the common shares issued in exchange for the in-the-money value of the warrants;

• A decrease in contributed surplus of $35 million, representing the book value of the warrants recorded at the time of their issuance; and

• A decrease in retained earnings of $263 million, reflecting the difference between these two amounts.

Accumulated Other Comprehensive Loss

(US $ millions)	Dec 31, 2015			Dec 31, 2014			Jan 1, 2014
Foreign currency translation loss on investment in foreign operations, net of tax of $(10) (December 31, 2014 - $(6))	$	(130	)	$	(78	)	$	(23	)
Net loss on hedge of net investment in foreign operations, net of tax of $3 (December 31, 2014 - $3)		(8	)		(8	)		(8	)
Actuarial loss on defined benefit pension obligation, net of tax of $11 (December 31, 2014 - $11)		(32	)		(36	)		(24	)
Accumulated other comprehensive loss, net of tax	$	(170	)	$	(122	)	$	(55	)

NOTE 14. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	2015			2014
Loss available to common shareholders	$	(56	)	$	(39	)
Common shares (millions):
Weighted average number of common shares outstanding(1)		85.4			85.2
Stock options(2)		—			—
Diluted number of common shares		85.4			85.2
Loss per common share:
Basic and Diluted	$	(0.66	)	$	(0.46	)

⁽¹⁾ Includes 31.8 million Norbord common shares issued upon closing of the Merger to give effect to the Merger as if it had occurred on January 1, 2014.

⁽²⁾ Applicable if dilutive and when the weighted average daily closing share price for the year was greater than the exercise price for stock options.

25

NOTE 15. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	2015			2014
Cash (used for) provided by:
Accounts receivable	$	(16	)	$	8
Prepaids		1			(2	)
Inventory		10			(10	)
Accounts payable and accrued liabilities		(16	)		(33	)
	$	(21	)	$	(37	)

Other items comprises:

(US $ millions)	2015			2014
Stock-based compensation	$	1		$	1
Pension funding greater than expense		(9	)		(10	)
Cash interest paid less (greater) than interest expense		4			(3	)
Accrued capital expenditure		(2	)		5
Costs on early debt extinguishment		25			—
Other		(5	)		5
	$	14		$	(2	)

Cash interest and income taxes comprises:

(US $ millions)	2015			2014
Cash interest paid	$	48		$	54
Cash income taxes recovered, net		(4	)		(4	)

Cash and cash equivalents comprises:

(US $ millions)	Dec 31, 2015		Dec 31, 2014
Cash	$	9	$	42
Cash equivalents		—		50
	$	9	$	92

At December 31, 2015, cash and cash equivalents does not include any restricted cash (December 31, 2014 – $2 million; January 1, 2014 – $4 million).

NOTE 16. CAPITAL MANAGEMENT

Norbord monitors its capital structure using two key measures of its relative debt position. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet. The two key measures used are defined as follows:

Net debt to capitalization, book basis, is net debt divided by the sum of net debt and tangible net worth. Net debt consists of the principal value of long-term debt, including the current portion and bank advances (if any) less cash and cash equivalents. Consistent with the treatment under the Company’s financial covenants, letters of credit are included in net debt. Tangible net worth consists of shareholders’ equity.

26

Net debt to capitalization, market basis, is net debt divided by the sum of net debt and market capitalization. Net debt is calculated, as outlined above, under net debt to capitalization, book basis. Market capitalization is the number of common shares outstanding at year-end multiplied by the trailing 12-month average per share market price. Market basis capitalization is intended to correct for the low historical book value of Norbord’s asset base relative to its fair value.

NOTE 17. FINANCIAL INSTRUMENTS

Norbord has exposure to market, commodity price, interest rate, currency, counterparty credit and liquidity risk. Norbord’s primary risk management objective is to protect the Company’s balance sheet, earnings and cash flow.

Norbord’s financial risk management activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement, hedging limits, hedging products, authorization levels and reporting. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures. Gains and losses on these instruments are recognized in the same manner as the item being hedged. Hedge ineffectiveness, if any, is measured and included in current period earnings.

Market Risk

Norbord purchases commodity inputs, issues debt at fixed and floating interest rates, invests surplus cash, sells product, purchases inputs in foreign currencies and invests in foreign operations. These activities expose the Company to market risk from changes in commodity prices, interest rates and foreign exchange rates, which affects the Company’s balance sheet, earnings and cash flows. The Company uses derivatives as part of its overall financial risk management policy to manage certain exposures to market risk that result from these activities.

Commodity Price Risk

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond Norbord’s control.

Norbord monitors market developments in all commodity prices to which it is materially exposed. No liquid futures markets exist for the majority of Norbord’s commodity inputs, but, where possible, Norbord will hedge a portion of its commodity price exposure up to Board-approved limits in order to reduce the potential negative impact of rising commodity input prices. Should Norbord decide to hedge any of this exposure, it will lock in prices directly with its suppliers or, if unfeasible, purchase financial hedges where liquid markets exist.

At December 31, 2015, Norbord has economically hedged approximately 14% of its 2016 expected natural gas consumption by locking in the price directly with its suppliers. Approximately 53% of Norbord’s electricity is purchased in regulated markets, and Norbord has hedged approximately 62% of its 2016 deregulated electricity consumption. While these contracts are derivatives, they are exempt from being accounted for as financial instruments as they were normal purchases for the purpose of receipt.

Interest Rate Risk

Norbord’s financing strategy is to access public and private capital markets to raise long-term core financing, and to utilize the banking market to provide committed standby credit facilities supporting its short-term cash flow needs. The Company has fixed-rate debt, which subjects it to interest rate price risk, and has floating-rate debt, which subjects it to interest rate cash flow risk. In addition, the Company invests surplus cash in bank deposits and short-term money market securities.

27

Currency Risk

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

The Company may hedge up to 100% of its significant balance sheet foreign exchange exposures by entering into cross-currency swaps and forward foreign exchange contracts. The Company may also hedge a portion of future foreign currency-denominated cash flows, using forward foreign exchange contracts or options for periods of up to three years, in order to reduce the potential negative effect of a strengthening Canadian dollar versus the US dollar, or a weakening Euro versus the Pound Sterling.

Counterparty Credit Risk

Norbord invests surplus cash in bank deposits and short-term money market securities, sells its product to customers on standard market credit terms and uses derivatives to manage its market risk exposures. These activities expose the Company to counterparty credit risk that would result if the counterparty failed to meet its obligations in accordance with the terms and conditions of its contracts with the Company.

Norbord operates in a cyclical commodity business. Accounts receivable credit risk is mitigated through established credit management techniques, including conducting financial and other assessments to establish and monitor a customer’s creditworthiness, setting customer limits, monitoring exposures against these limits and, in some instances, purchasing credit insurance or obtaining trade letters of credit. At year-end, the key performance metrics on the Company’s accounts receivable are in line with prior years. As at December 31, 2015, the provision for doubtful accounts was less than $1 million (December 31, 2014 – less than $1 million).

Under an accounts receivable securitization program, Norbord has transferred substantially all of its present and future trade accounts receivable to a third-party trust, sponsored by a highly rated Canadian financial institution, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. At December 31, 2015, Norbord had $30 million in drawings (December 31, 2014 – no drawings) relating to this program. The fair value of the deferred purchase price approximates its carrying value as a result of the short accounts receivable collection cycle and negligible historical credit losses.

Surplus cash is only invested with counterparties meeting minimum credit quality requirements and issuer and concentration limits. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. The Company monitors and manages its concentration of counterparty credit risk on an ongoing basis.

The Company’s maximum counterparty credit exposure at year-end consisted of the carrying amount of cash and cash equivalents and accounts receivable, which approximate fair value, and the fair value of derivative financial assets.

Liquidity Risk

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At year-end, Norbord had $9 million in cash and cash equivalents, $95 million undrawn under its accounts receivable securitization program and $240 million in unutilized committed revolving bank lines.

28

Financial Liabilities

The following table summarizes the aggregate amount of contractual future cash outflows for the Company’s financial liabilities:

											Payments Due by Year
(US $ millions)	2016		2017		2018		2019		2020		Thereafter		Total
Principal	$	—	$	230	$	—	$	—	$	240	$	315	$	785
Interest		50		41		33		33		33		49		239
Long-term debt, including interest	$	50	$	271	$	33	$	33	$	273	$	364	$	1,024

Note: The above table does not include pension and post-employment benefits plan obligations.

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Dec 31, 2015				Dec 31, 2014				Jan 1, 2014
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	9	$	9	$	92	$	92	$	327	$	327
Accounts receivable	Loans and receivables		135		135		126		126		143		143
		$	144	$	144	$	218	$	218	$	140	$	140
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	201	$	201	$	218	$	218	$	246	$	246
Long-term debt(1)	Other financial liabilities		755		760		755		765		764		784
Other long-term debt	Other financial liabilities		30		30		—		—		—		—
Other liabilities	Other financial liabilities		31		31		47		47		40		40
		$	1,017	$	1,022	$	1,020	$	1,030	$	1,050	$	1,070

⁽¹⁾ Principal value of Long-term debt

Derivative Financial Instruments

Canadian dollar monetary hedge

At year-end, the Company had a foreign currency forward contract representing a notional amount of CAD $1 million (December 31, 2014 – CAD $9 million and January 1, 2014 – CAD $1 million) in place to buy US dollars and sell Canadian dollars with a maturity of January 2016. The fair value of this contract at year-end is an unrealized gain of less than $1 million; the carrying value of the derivative instrument is equivalent to the unrealized gain at year-end (December 31, 2014 and January 1, 2014 – an unrealized gain of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized loss at year-end. In 2015, realized gains on the Company’s matured hedges were $1 million (2014 –$1 million). A 1% change in the exchange rate would result in a less than $1 million impact.

Euro cash flow hedge

At year-end, the Company had no foreign currency options (December 31, 2014 – €55 million and January 1, 2014 – €100 million) in place to buy Pounds Sterling and sell Euros. The fair value of these contracts at year-end is $nil (December 31, 2014 and January 1, 2014 – less than $1 million). In 2015, realized gains on the Company’s matured hedges were $1 million (2014 – realized loss of less than $1 million).

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Embedded Call Option

The Ainsworth Notes originally due in 2017 but extinguished early in April 2015 contained an embedded call option, whereby Ainsworth had the right to repurchase 10% of the original principal of the Ainsworth Notes each year in the first two years, and the right to redeem the Ainsworth Notes subsequently. The derivative financial instrument was recorded at fair value in other assets at issuance of the Ainsworth Notes and was revalued at each reporting period based on the market value of the Ainsworth Notes, the current interest rates and the credit spread. As a result of the redemption of the Ainsworth Notes in April 2015, the derivative financial instrument was extinguished and the remaining carrying value written-off (see note 7). In 2015, $4 million in revaluation gains (2014 – $11 million in revaluation losses) were recognized.

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchange rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

NOTE 18. COMMITMENTS AND CONTINGENCIES

Income Tax

In the normal course of operations, the Company is subject to various uncertainties concerning the interpretation and application of tax laws in the filing of its tax returns in operating jurisdictions, which could materially affect the Company’s cash flows. There can be no assurance that the tax authorities will not challenge the Company’s filing positions.

Other

The Company has provided certain commitments and indemnifications, including those related to former businesses. The maximum amounts from many of these items cannot be reasonably estimated at this time. However, in certain circumstances, the Company has recourse against other parties to mitigate the risk of loss.

The Company has entered into various commitments as follows:

	Payments Due by Period
(US $ millions)	Less than 1 year		1-5 years		Thereafter		Total
Purchase obligations	$	55	$	73	$	—	$	128
Operating leases		4		6		2		12
Reforestation obligations		—		2		1		3
	$	59	$	81	$	3	$	143

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NOTE 19. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

Indemnity Commitment

As at December 31, 2015, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2015, the fees for services rendered and the cost of goods purchased were less than $1 million (2014 – less than $1 million).

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which Norbord, as a 25% shareholder, has significant influence. In 2015, net sales of $48 million (2014 – $66 million) were made to Interex. At year-end, $3 million (December 31, 2014 – $2 million and January 1, 2014 – $3 million) due from Interex was included in accounts receivable.

Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2015		2014
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		2
	$	3	$	6

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NOTE 20. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment.

								2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	1,055	$	454	$	—		$	1,509
EBITDA(1)		95		38		(75	)		58
Depreciation and amortization		71		15		—			86
Investment in property, plant and equipment		50		11		—			61
Property, plant and equipment		1,139		121		—			1,260
								2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	1,091	$	510	$	—		$	1,601
EBITDA(1)		82		47		(65	)		64
Depreciation and amortization		69		16		—			85
Investment in property, plant and equipment		78		21		—			99
Property, plant and equipment		1,210		131		—			1,341

⁽¹⁾ EBITDA is a non-IFRS financial measure, which the Company defines as earnings (loss) before finance costs, income tax, and depreciation and amortization. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

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NOTE 21. PRIOR PERIOD COMPARATIVES

As a result of accounting for the Merger as a transaction under common control (see note 2(b)), the prior period comparative amounts have been restated to give effect to the Merger as if the Company and Ainsworth had always been combined. The following tables reconcile the financial statements for all prior periods presented.

(a) Reconciliation of the consolidated Balance sheets (including Shareholders’ equity) as at December 31, 2014 and January 1, 2014

As at December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	25		$	76		$	65		$	2		$	92
Restricted cash		—			3			2			(2	)		—
Accounts receivable		121			20			18			(13	)		126
Tax receivable		4			(3	)		(2	)		—			2
Inventory		125			69			59			3			187
Prepaids		—			6			5			6			11
		275			171			147			(4	)		418
Non-current assets
Property, plant and equipment		800			630			543			(2	)		1,341
Deferred income tax assets		29			—			—			(22	)		7
Intangible assets		—			6			5			(5	)		—
Other assets		—			10			10			26			36
		829			646			558			(3	)		1,384
	$	1,104		$	817		$	705		$	(7	)	$	1,802
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	181		$	42		$	37		$	—		$	218
Non-current liabilities
Long-term debt		434			364			314			—			748
Accrued pension benefit liability		—			11			10			(10	)		—
Reforestation obligation		—			4			3			(3	)		—
Liabilities related to discontinued operations		—			3			3			(3	)		—
Other liabilities		31			—			—			16			47
Deferred income tax liabilities		99			45			38			(7	)		130
		564			427			368			(7	)		925
Share capital		662			583			573			96			1,331
Merger reserve		—			—			—			(96	)		(96	)
Contributed surplus		7			2			2			—			9
Retained earnings		(280	)		(237	)		(203	)		20			(463	)
Accumulated other comprehensive income		(30	)		—			(72	)		(20	)		(122	)
Shareholders’ equity		359			348			300			—			659
	$	1,104		$	817		$	705		$	(7	)	$	1,802

(See accompanying note 21(f))

33

As at January 1, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	193		$	137		$	129		$	5		$	327
Restricted cash		—			5			5			(5	)		—
Accounts receivable		130			24			23			(10	)		143
Tax receivable		11			(1	)		(1	)		—			10
Inventory		120			52			49			3			172
Prepaids		—			5			5			4			9
		454			222			210			(3	)		661
Non-current assets
Property, plant and equipment		794			629			591			3			1,388
Deferred income tax assets		14			—			—			(12	)		2
Intangible assets		—			8			7			(7	)		—
Other assets		—			22			20			23			43
		808			659			618			7			1,433
	$	1,262		$	881		$	828		$	4		$	2,094
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	206		$	42		$	40		$	—		$	246
Current portion of long-term debt		—			10			9			—			9
		206			52			49			—			255
Non-current liabilities
Long-term debt		433			333			313			—			746
Accrued pension benefit liability		—			8			7			(7	)		—
Reforestation obligation		—			4			4			(4	)		—
Liabilities related to discontinued operations		—			2			2			(2	)		—
Other liabilities		27			—			—			13			40
Deferred income tax liabilities		120			53			50			4			174
		580			400			376			4			960
Share capital		661			583			573			96			1,330
Merger reserve		—			—			—			(96	)		(96	)
Contributed surplus		6			2			2			—			8
Retained earnings		(190	)		(156	)		(131	)		13			(308	)
Accumulated other comprehensive income		(1	)		—			(41	)		(13	)		(55	)
Shareholders’ equity		476			429			403			—			879
	$	1,262		$	881		$	828		$	4		$	2,094

(See accompanying note 21(f))

34

(b) Reconciliation of the consolidated Statement of Earnings for the year ended December 31, 2014

Year ended December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Sales	$	1,198		$	444		$	403		$	—		$	1,601
Cost of sales		(1,097	)		—			—			(375	)		(1,472	)
Costs of products sold		—			(404	)		(364	)		364			—
Selling and administration		—			(23	)		(21	)		21			—
General and administrative expenses		(11	)		—			—			(3	)		(14	)
Depreciation and amortization		(60	)		(29	)		(25	)		—			(85	)
Operating income (loss)		30			(12	)		(7	)		7			30
Non-operating (expense) income:
Finance costs		(30	)		(27	)		(23	)		—			(53	)
Foreign exchange loss on Ainsworth Notes		—			(29	)		(28	)		—			(28	)
Loss on derivative financial instrument on Ainsworth Notes		—			(12	)		(11	)		—			(11	)
Merger transaction costs		(5	)		—			—			(5	)		(10	)
Costs related to terminated LP acquisition		—			—			—			(2	)		(2	)
Other		—			1			—			—			—
Loss before income tax		(5	)		(79	)		(69	)		—			(74	)
Income tax recovery		31			6			4			—			35
Earnings (loss)	$	26		$	(73	)	$	(65	)	$	—		$	(39	)

(See accompanying note 21(f))

(c) Reconciliation of the consolidated Statement of Comprehensive Income (Loss) for the year ended December 31, 2014

Year Ended December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Earnings (loss)	$	26		$	(73	)	$	(65	)	$	—		$	(39	)
Other comprehensive loss, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(6	)		(8	)		(6	)		—			(12	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(23	)		—			—			(32	)		(55	)
Other comprehensive loss, net of tax		(29	)		(8	)		(6	)		(32	)		(67	)
Comprehensive loss	$	(3	)	$	(81	)	$	(71	)	$	(32	)	$	(106	)

(See accompanying note 21(f))

35

(d) Reconciliation of the consolidated Statement of Changes in Shareholders’ Equity for the year ended December 31, 2014

Year ended December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of year	$	661		$	583		$	573		$	96		$	1,330
Issue of common shares		1			—			—			—			1
Balance, end of year	$	662		$	583		$	573		$	96		$	1,331
Merger reserve
Balance, beginning and end of year	$	—		$	—		$	—		$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of year	$	6		$	2		$	2		$	—		$	8
Stock-based compensation		1			—			—			—			1
Balance, end of year	$	7		$	2		$	2		$	—		$	9
Retained deficit
Balance, beginning of year	$	(190	)	$	(156	)	$	(131	)	$	13		$	(308	)
Earnings (loss)		26			(81	)		(71	)		6			(39	)
Common share dividends		(116	)		—			—			—			(116	)
Balance, end of year	$	(280	)	$	(237	)	$	(202	)	$	19		$	(463	)
Accumulated other comprehensive loss
Balance, beginning of year	$	(1	)	$	—		$	(41	)	$	(13	)	$	(55	)
Other comprehensive loss		(29	)		—			—			(38	)		(67	)
Balance, end of year	$	(30	)	$	—		$	(41	)	$	(51	)	$	(122	)
Shareholders’ equity	$	359		$	348		$	332		$	(30	)	$	659

(See accompanying note 21(f))

36

(e) Reconciliation of the consolidated Statement of Cash Flows for the year ended December 31, 2014

Year Ended December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)	$	26		$	(73	)	$	(65	)	$	—		$	(39	)
Items not affecting cash:
Depreciation and amortization		60			29			25			—			85
Deferred income tax		(35	)		(6	)		(4	)		—			(39	)
Finance costs		—			27			23			(23	)		—
Foreign exchange loss on Ainsworth Notes		—			29			28			—			28
Loss on derivative financial instrument on Ainsworth Notes		—			12			11			—			11
Other items		(5	)		(4	)		(3	)		6			(2	)
		46			14			15			(17	)		44
Net change in non-cash operating working capital balances		(24	)		(13	)		(12	)		(1	)		(37	)
Interest paid		—			(27	)		(23	)		23			—
Net change in tax receivable		7			1			1			1			9
		29			(25	)		(19	)		6			16
Investing activities
Investment in property, plant and equipment		(75	)		(29	)		(26	)		(6	)		(107	)
Investment in intangible assets		(6	)		—			—			—			(6	)
		(81	)		(29	)		(26	)		(6	)		(113	)
Financing activities
Common share dividends paid		(115	)		—			—			—			(115	)
Debt issue costs		(1	)		—			—			—			(1	)
Repayment of equipment financing loans		—			(10	)		(9	)		—			(9	)
		(116	)		(10	)		(9	)		—			(125	)
Foreign exchange revaluation on cash and cash equivalents held		—			1			(13	)		—			(13	)
Cash and cash equivalents
Decrease during year		(168	)		(63	)		(67	)		—			(235	)
Balance, beginning of year		193			142			134			—			327
Balance, end of year	$	25		$	79		$	67		$	—		$	92

(See accompanying note 21(f))

37

(f) Notes to the Prior Period Financial Statements Reconciliations

(i) Functional currency

For the periods prior to March 31, 2015, Ainsworth assessed their functional currency to be Canadian dollars. For presentation purposes, all foreign-currency denominated assets and liabilities are translated at the rate of exchange prevailing at the reporting date, and all foreign-currency denominated revenues and expenses at average rates during the period. Equity items are translated at historical rates. Gain or losses on translation are included in accumulated other comprehensive income.

Upon closing of the Merger, the functional currency of Ainsworth was re-assessed and determined to be US dollars. Based on the change in functional currency, effective April 1, 2015, all foreign-currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Foreign-currency denominated non-monetary assets and liabilities, measured at historic costs, are translated at the rate of exchange at the transaction date. Foreign-currency denominated revenues and expenses are translated at average rates during the period. Equity items are translated at historical rates. Gains or losses on translation are included in earnings.

(ii) Conformity in presentation

Amounts were reclassified to conform to Norbord’s presentation policies.

(iii) Presentation of costs

Costs of $2 million were incurred in 2014 related to a terminated transaction between Ainsworth and Louisiana-Pacific Corporation (LP) and do not have a continuing impact on Norbord’s financial results.

38

EX-99.4

Exhibit 99.4

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Peter C. Wijnbergen, President and Chief Executive Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Norbord Inc. (the “issuer”) for the financial year ended December 31, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its annual MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the annual filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Evaluation: The issuer’s other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation;

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

- 2 -

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: January 28, 2016

(signed) Peter Wijnbergen

Peter C. Wijnbergen

President and CEO

- 3 -

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Norbord Inc. (the “issuer”) for the financial year ended December 31, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its annual MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the annual filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Evaluation: The issuer’s other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation;

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

- 2 -

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: January 28, 2016

(signed) Robin Lampard

Robin Lampard

Senior Vice President and CFO

- 3 -

EX-99.5

Exhibit 99.5

NORBORD INC.

Annual Information Form

January 27, 2015

TABLE OF CONTENTS

	Page
CAUTION REGARDING FORWARD-LOOKING INFORMATION		3
CORPORATE STRUCTURE		4
GENERAL DEVELOPMENT OF THE BUSINESS		5
DESCRIPTION OF THE BUSINESS		6
RISKS OF THE BUSINESS		11
CAPITAL STRUCTURE		15
DIVIDENDS		17
MARKET FOR SECURITIES		18
DIRECTORS AND SENIOR EXECUTIVE OFFICERS		19
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		21
MATERIAL CONTRACTS		21
TRANSFER AGENT AND REGISTRAR		22
AUDIT COMMITTEE		22
INTERESTS OF EXPERTS		24
ADDITIONAL INFORMATION		24
GLOSSARY		24
Appendix A – Audit Committee – Terms of Reference		25

Norbord Inc. 2014 Annual Information Form Page 2

Unless otherwise noted, all information contained in this Annual Information Form (AIF) is as at December 31, 2014.

All dollar amounts in this AIF are in US dollars unless otherwise specified.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “does not expect,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the Margin Improvement Program (MIP); (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; and (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; and (16) expectations regarding the time necessary to satisfy the conditions to closing of the pending Ainsworth transaction.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (7) impact of changes to, or non-compliance with, environmental regulations; (8) impact of any product liability claims in excess of insurance coverage; (9) risks inherent to a capital intensive industry; (10) impact of future outcomes of tax exposures; and (11) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information.

Norbord Inc. 2014 Annual Information Form Page 3

CORPORATE STRUCTURE

Norbord Inc. was formed under the Canada Business Corporations Act on December 31, 1998 by the amalgamation of Noranda Forest Inc. and NFI Forest Holdings Ltd. The Company filed Articles of Arrangement and Restated Articles of Incorporation on June 30, 2004 to facilitate the transfer of its paper and timber business to a new public company, Fraser Papers Inc., and changed its name from Nexfor Inc. to Norbord Inc. The Company filed Articles of Amendment on October 16, 2009 in connection with its one for ten share consolidation effective the same date.

The registered and principal office of Norbord Inc. is 1 Toronto Street, Suite 600, Toronto, Ontario, M5C 2W4.

In this AIF, “Norbord” means Norbord Inc. and its consolidated subsidiaries and affiliates. “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise.

“Brookfield” means collectively Brookfield Asset Management Inc. and its consolidated subsidiaries and affiliates (other than Norbord), a related party, by virtue of a controlling equity interest in the Company.

Norbord is an international producer of wood-based panels with approximately 1,900 employees and 13 plant locations in the United States, Europe and Canada. Norbord has assets of more than $1 billion, net sales of more than $1 billion, and is one of the world’s largest producers of OSB. In addition to OSB, Norbord manufactures particleboard, MDF and related value-added products.

At January 27, 2015, Brookfield owned approximately 52% of the outstanding Common Shares of the Company.

The principal operating subsidiaries of the Company are:

Name	Jurisdiction of Incorporation	Percentage of Voting Securities Owned	Date of Incorporation
Norbord Alabama Inc.	Alabama	100%	10/12/1999
Norbord Europe Ltd.	United Kingdom	100%	04/12/2012
Norbord Georgia LLC	Delaware	100%	12/31/2008
Norbord Industries Inc.	Ontario	100%	08/24/1988
Norbord Minnesota Inc.	Delaware	100%	12/20/2006
Norbord Mississippi LLC	Delaware	100%	12/31/2008
Norbord NV	Belgium	100%	05/28/2004
Norbord South Carolina Inc.	South Carolina	100%	05/22/1998
Norbord Texas (Jefferson) Inc.	Delaware	100%	12/20/2006
Norbord Texas (Nacogdoches) Inc.	Delaware	100%	12/20/2006

There are no voting or non-voting securities issued by any of the Company’s subsidiaries that are not 100% owned, directly or indirectly, by the Company.

Norbord Inc. 2014 Annual Information Form Page 4

GENERAL DEVELOPMENT OF THE BUSINESS

Changes in the Business 2012-2015

Pending Merger with Ainsworth Lumber Co. Ltd.

On December 8, 2014, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they had entered into an arrangement agreement under which the Company and Ainsworth will merge to create a leading global wood products company focused on OSB across North America, Europe and Asia. Under the terms of the transaction, the Company has agreed to acquire all of the outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including court approval of the plan of arrangement. In addition, while the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the HSR Act) or the Canadian Competition Act, the U.S. Department of Justice (DOJ) has requested information about the transaction and the companies, as it is entitled to do. The Company and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Subject to approval of the plan of arrangement by the Supreme Court of British Columbia and the satisfaction or waiver of all closing conditions, the transaction is expected to close by the end of the first quarter of 2015. For further information on the transaction and its expected effects on the combined company following completion of the Company’s merger with Ainsworth, please see the section entitled “Information Relating to the Combined Company” on pages 72 to 77 of the joint management information circular of the Company and Ainsworth dated as of December 18, 2014 (Joint Circular), which pages are incorporated by reference in this AIF. The Joint Circular can be found on SEDAR at www.sedar.com or the Company’s website at www.norbord.com/investors/financial-reports.

Brookfield and its affiliated entities, which control approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, will control approximately 53% of the outstanding common shares of the combined company upon closing. Based on the number of Ainsworth common shares outstanding as at December 8, 2014 (the date of the arrangement agreement), approximately 31.8 million Norbord common shares will be issued to Ainsworth shareholders on closing.

Other Developments

In December 2013, the Company renewed its $245 million committed revolving bank lines, extending the maturity by one year to May 2016. All other material terms of the bank lines remain unchanged.

On November 26, 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with Norbord’s existing senior secured notes due in 2017 and committed revolving bank lines. The Company used the proceeds to early redeem the existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015.

On April 26, 2013, the Company amended its accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution, increasing the program commitment by $15 million to $100 million.

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of the Company’s Common Shares. Under the agreement, the syndicate agreed to purchase 3.3 million Common Shares at a purchase price of CAD

Norbord Inc. 2014 Annual Information Form Page 5

$33.00 per Common Share. Brookfield offered 2.75 million Shares and the Company’s senior management offered 0.55 million Shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million Common Shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased from approximately 59% to 53% of the Common Shares outstanding. Norbord did not receive any proceeds from the offering. At January 27, 2015, Brookfield owned approximately 52% of the outstanding Common Shares of the Company.

On March 18, 2013, the Company announced that effective March 25, 2013, it amended certain terms of the warrant indenture dated December 24, 2008 by a supplemental warrant indenture to include a cashless exercise feature. In accordance with the supplemental indenture, warrantholders were also provided with the choice to exercise their warrants on a cashless basis, and receive Common Shares of the Company based on the in-the-money amount of their warrants. During 2013, 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million Common Shares. In addition, in 2012 and 2013, a total of 1.9 million warrants were exercised on a cash basis resulting in the issuance of 0.2 million Common Shares for total proceeds of $2 million. On December 24, 2013, the outstanding warrants expired and were de-listed from the TSX.

In January 2013, Norbord announced its intention to restart its Jefferson, Texas mill in response to increased demand for OSB. Prior to this, the mill had been indefinitely curtailed since 2009. In June 2013, the mill restarted on a limited production schedule and ramped up to full capacity by the fourth quarter of 2013. This mill represents 9% of Norbord’s annual OSB capacity in North America.

In July 2012, Norbord indefinitely suspended production at its OSB mill in Val-d’Or, Quebec. Approximately 120 employees were affected by this decision. Prior to this indefinite curtailment, the mill had been operating in a partially curtailed mode for the previous five years.

DESCRIPTION OF THE BUSINESS

For information on the business of Ainsworth and management’s plans for the business of the combined company following the completion of the Company’s merger with Ainsworth, please see the section entitled “Information Relating to Ainsworth” on pages 115 to 120, and the section entitled “Information Relating to the Combined Company” on pages 72 to 77 of the Joint Circular, which pages are incorporated by reference in this AIF.

Principal Products and Markets

Norbord’s business comprises the manufacturing, sales, marketing and distribution of panelboards and related products used primarily in the construction of new homes or the renovation and repair of existing structures. In general, the business is affected by the level of housing starts, the level of home repairs, the availability and cost of financing, changes in industry capacity, changes in raw material prices, changes in foreign exchange rates (primarily the Canadian dollar, Pound Sterling and Euro currencies) and other operating costs.

Products are primarily sold to major retail chains, contractor supply yards and industrial users. Some mill products are sold to industrial customers for further processing or as components for other products. Norbord OSB products are sold in North America under the following brand names: Pinnacle® and Stabledge® (premium flooring), Truflor® (commodity flooring), Tallwall®, Trubord™ and Windstorm™ (wall sheathing) and SolarBoard™ (radiant barrier sheathing). In Europe, Norbord products are sold under the trademarks SterlingOSB® (OSB), Caberwood MDF® (MDF), Conti® and Caberboard® (particleboard).

Norbord Inc. 2014 Annual Information Form Page 6

The Company operates in North America and Europe. Sales revenues by geographic segment are determined based on the origin of shipment. In 2014, 57% of Norbord’s sales originated from North America (2013 – 65%) and 43% from Europe (2013 – 35%).

North America is the principal market destination for Norbord’s products. In 2014 and 2013, Norbord’s panel shipments by volume originated as follows:

	2014			2013
North America		68	%		68	%
Europe		32	%		32	%
Total		100	%		100	%

OSB is used principally for sheathing, flooring and roofing in home construction. OSB production currently represents approximately 65% of total North American structural panel production. In Europe, OSB’s share of the structural panel market is lower than in North America due mainly to different housing construction methods; however, OSB use is growing rapidly in Europe. Norbord’s particleboard is used primarily in flooring and other construction applications. MDF applications include cabinet doors, mouldings and interior wall paneling.

(The remainder of this page is intentionally left blank.)

Norbord Inc. 2014 Annual Information Form Page 7

Principal Operating Interests

Information regarding Norbord’s estimated annual production capacity is set forth in the following table. The estimated annual production capacity is based on normal operating rates and normal production mixes under current market conditions, taking into account known constraints, such as permit restrictions. Factors such as market conditions, fluctuations in raw material availability, mechanical interruptions and the nature of current orders may cause actual production rates and mixes to vary significantly from the estimated production rates and mixes used to derive the estimated annual capacities shown.

(unaudited) MMsf-3/8”	Estimated Annual Capacity at Year-End 2014
OSB
Bemidji, Minnesota		470
Cordele, Georgia		990
Genk, Belgium(1)		450
Guntown, Mississippi		450
Huguley, Alabama (2)		500
Inverness, Scotland(1)		395
Jefferson, Texas		415
Joanna, South Carolina(1)		650
La Sarre, Quebec		375
Nacogdoches, Texas		380
Val-d’Or, Quebec(2)		340
		5,415
Particleboard
Cowie, Scotland(1)		405
South Molton, England		160
		565
MDF
Cowie, Scotland		380
		380
Total Panels		6,360

⁽¹⁾  Capacity increased effective December 31, 2014 based on recent capital investments and improved operating efficiency.

⁽²⁾  In January 2009, Norbord indefinitely curtailed production at its Huguley OSB mill. In July 2012, Norbord indefinitely curtailed production at its Val-d’Or OSB mill. Combined, these mills represent 840 MMsf-3/8” of annual production capacity.

Norbord employs multi-opening press technology at its Minnesota, Georgia, Mississippi, and two Texas OSB mills in the US. Norbord employs continuous press technology at its South Carolina and Alabama OSB mills in the US. Continuous press technology allows for the production of OSB in non-standard sizes and with specialized performance characteristics. All of these mills purchase their wood fibre requirements from outside sources with prices based on regional market dynamics. These mills are not unionized and employees participate in profit sharing programs whereby a percentage of each mill’s operating income is shared equally across all employees at that mill.

Norbord also employs multi-opening press technology at its two Quebec OSB mills in Canada. A significant portion of the production of these mills is concentrated on specialty panels including I-joist web stock, thin panels and flooring. The wood fibre requirements for these mills are obtained under 25-year timber supply and forest management agreements with the Quebec Government and also from other outside sources with prices based on regional market dynamics. These mills are unionized.

Norbord Inc. 2014 Annual Information Form Page 8

Norbord’s mill in Cowie, Scotland is a large operation with a continuous press MDF production line and a continuous press particleboard line. The South Molton, England particleboard mill employs single-opening press technology and is integrated with laminating operations and a flat-pack furniture manufacturing facility. The OSB mill in Inverness, Scotland employs two multi-opening press lines. All of Norbord’s mills in the UK purchase their wood fibre requirements from outside sources with prices based on regional market dynamics. These mills are unionized.

The Genk, Belgium OSB mill employs continuous press technology. The Genk mill purchases its wood fibre requirements on the open market from a combination of public and private sources in the region. The mill is unionized.

Manufacturing Inputs

Wood fibre, resin, wax and energy are the principal raw material inputs used in the production of Norbord’s panelboard products.

Wood Fibre

Norbord does not own any timberlands and purchases timber, wood chips and other wood fibre as well as recycled materials on the open market in competition with other users of such resources.

Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Europe, wood fibre is purchased from government and private landowners. Fibre for OSB comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s Canadian mills hold forestry licences and agreements to source aspen and birch from Crown timberlands in Quebec. Most of this volume is harvested and delivered by third parties that also hold licences to operate in these areas.

Resin and Wax

Resin and wax input costs are influenced by changes in the prices of raw materials used to produce resin and wax, primarily petroleum products, as well as demand and availability for resin and wax products.

Energy

Norbord’s manufacturing processes generate residual wood material that cannot be used in the final product. This material can be used as a biomass fuel to produce heat. Approximately 75% of Norbord’s total manufacturing energy needs and all of Norbord’s OSB process heat requirements are met with biomass fuel.

Norbord also procures electricity and natural gas for its manufacturing and air emissions control processes. Energy prices have experienced significant volatility in recent years, particularly in deregulated markets. In 2014, approximately 43% of Norbord’s natural gas consumption was used to generate electricity and process heat at Norbord’s Cowie operations. An additional 26% was used to operate air emissions control equipment in Norbord’s US plants.

Seasonality and Cyclicality of Business

Norbord’s business is subject to seasonal variances, with greater demand for many of the Company’s products during the peak building season in the spring and summer months.

Norbord Inc. 2014 Annual Information Form Page 9

OSB is a cyclical commodity business and demand for building materials is closely tied to the relative strength and weakness of home building activity.

Competitive Conditions

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the United States where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers.

Research and Development

Norbord carries out research and applied technology programs, identifying new techniques to improve production and product quality, develop new products and minimize the environmental impact of its operations. The Company operates a central laboratory facility in St. Laurent, Quebec. In addition, the Company performs contract work at a number of industry-wide organizations including FPInnovations and the Alberta Innovates Technology Futures aimed at reducing production costs.

Environment, Health and Safety

Norbord’s Environment, Health and Safety Policies are available on Norbord’s website at www.norbord.com.

Norbord measures its performance against environment, health and safety targets in three areas: 1) injury frequency and severity; 2) environmental compliance; and 3) environment, health and safety management systems. Norbord conducts audits on its operations on a regular schedule to ensure continuing high standards of performance.

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation.

The Kyoto Accord has been ratified in Canada and Europe; however, in 2011 the Canadian government announced that it was formally withdrawing from the Accord nullifying any commitments to reduce greenhouse gas emissions. The US government chose not to ratify the Accord. There are currently no greenhouse gas regulatory initiatives under discussion that are expected to negatively impact Norbord’s North American operations. All of Norbord’s UK operations entered into Kyoto climate change energy efficiency agreements in 2001, which has to-date resulted in more than £31 million in tax and energy efficiency cost savings.

A “cap and trade” carbon trading program has been in place in Europe since 2005. Biomass heat energy generating units have enabled the European mills to comply with energy efficiency targets and have resulted in a surplus of carbon credits across Norbord’s European business. Since 2005 surplus credits traded on environmental exchanges have resulted in approximately £5 million in additional income. In 2015, Norbord will have sufficient credits to meet compliance commitments and provide additional trading opportunities.

Norbord holds third party verified sustainable wood procurement certification from the Sustainable Forestry Initiative^® (SFI^®) program, and chain-of-custody certificates from the SFI^® program and the Forest Stewardship Council^® forest certification program.

Norbord Inc. 2014 Annual Information Form Page 10

Human Resources

Norbord’s corporate head office is in Toronto, Canada. Norbord employs approximately 1,900 people at its operations in the US, Europe and Canada. Approximately 42% of these employees are represented by labour unions.

RISKS OF THE BUSINESS

Norbord is exposed to a number of risks and uncertainties in the normal course of its business which could have a material adverse effect on the Company’s business, financial position, operating results and cash flows. A discussion of some of the major risks and uncertainties follows.

For information on the risks relating to the Company’s proposed merger with Ainsworth, please see the section entitled “Risk Factors Relating to the Arrangement” on pages 110 to 115 of the Joint Circular, which pages are incorporated by reference in this AIF.

Product Concentration and Cyclicality

OSB accounts for almost 85% of Norbord’s panel production capacity. The price of OSB is one of the most volatile in the wood products industry. Norbord’s concentration on OSB increases its sensitivity to product pricing and may result in a high degree of sales and earnings volatility.

Norbord’s financial performance is principally dependent on the selling price of its products. Most of Norbord’s products are traded commodities for which no liquid futures markets exist. The markets for most of Norbord’s products are highly cyclical and characterized by periods of supply and demand imbalance, during which its product prices have tended to fluctuate significantly. In addition, since many of Norbord’s products are used for new home construction, seasonal and annual weather changes can affect demand and sales volumes. These imbalances, which may affect different areas of Norbord’s business at different times, are influenced by numerous factors that are beyond Norbord’s control and include: changes in global and regional production capacity for a particular product or group of products; changes in the end use of those products, or the increased use of substitute products; and the overall level of economic activity in the regions in which Norbord conducts business. In the past, Norbord has been negatively affected by declines in product pricing and has taken production downtime to manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for Norbord’s products, particularly OSB, could seriously harm the Company’s financial position, operating results and cash flows, including the ability to satisfy interest and principal payments on outstanding debt.

Based on operations running at full capacity, the following table shows the approximate annualized impact of changes in product prices on EBITDA:

	Sensitivity Factor	Impact on Adjusted EBITDA (US $ millions)
OSB – North America	$10 per Msf–7/16”	$	36
OSB – Europe	€10 per m3		7

Liquidity

Norbord relies on long-term borrowings, access to revolving bank lines and an accounts receivable securitization program to fund its ongoing operations. The Company’s ability to refinance or renew such facilities is dependent upon financial market conditions. Although Norbord has notes maturing in 2017 and 2020 and has bank lines that are committed to 2016, financing may not be available when required or may not be available on commercially favourable or otherwise satisfactory terms in the future.

Norbord Inc. 2014 Annual Information Form Page 11

Competition

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the US, where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers. Certain competitors may have lower-cost facilities than Norbord. Norbord’s ability to compete in these and other markets is dependent on a variety of factors, such as manufacturing costs, availability of key production inputs, continued free access to markets, customer service, product quality, financial resources and currency exchange rates. In addition, competitors could develop new cost-effective substitutes for Norbord’s wood-based panels, or building codes could be changed making the use of Norbord’s products less attractive for certain applications.

Customer Dependence

Norbord sells its products primarily to major retail chains, contractor supply yards and industrial manufacturers, and faces strong competition for the business of significant customers. In 2014, Norbord had one customer whose purchases represented greater than 10% of total sales. Norbord generally does not have contractual assurances of future sales. As a result, the loss of a significant customer or any significant customer order cancellations could negatively affect the Company’s sales and earnings. Continued consolidation in the retail industry could expose Norbord to increased concentration of customer dependence and increase customers’ ability to exert pricing pressure on Norbord.

Manufacturing Inputs

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin, wax and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond the Company’s control. Norbord may not be able to hedge the purchase price of manufacturing inputs or pass increased costs on to its customers.

Fibre Resource

As Norbord does not own any timberlands, it purchases timber, wood chips and fibre as well as other wood recycled materials on the open market, in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to the Company’s operations. In addition, Norbord’s supply and cost of fibre may be negatively impacted by increased demand resulting from market-based or legislative initiatives to use wood-based biomass materials in the production of heat, electricity and other bio-based products.

Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Europe, wood fibre is purchased from the government and private landowners. Fibre for OSB comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s Canadian mills source roundwood logs primarily from private landholders and hold forestry licences and agreements to source aspen and birch from Crown timberlands in Quebec. Most of this Crown volume is harvested and delivered by third parties that also hold licences to operate in these areas.

The Crown licences require the payment of stumpage fees for the timber harvested and compliance with specified rehabilitation and silvicultural management practices. The licences cover periods ranging from 20 to 25 years and are renewed or extended every five years. They can be revoked or cancelled for non-performance and contain terms and conditions that could, under certain circumstances, result in a reduction of annual allowable timber that may be harvested by Norbord without any compensation.

Norbord Inc. 2014 Annual Information Form Page 12

Third-Party Transportation Services

Norbord relies on third-party transportation services for delivery of products to customers as well as for delivery of raw materials from suppliers. The majority of products manufactured and raw materials used are transported by rail or truck, which are highly regulated. Transportation rates and fuel surcharges are influenced by factors beyond Norbord’s control. Any failure of third-party transportation providers to deliver finished goods or raw materials in a timely manner could harm the Company’s reputation, negatively affect customer relationships or disrupt production at the Company’s mills.

Employee Retention and Labour Relations

Norbord’s success depends in part on its ability to attract and retain senior management and other key employees. Competition for qualified personnel depends on economic and industry conditions, competitors’ hiring practices and the effectiveness of Norbord’s compensation programs. The loss of, or inability to recruit and retain, any such personnel could impact the Company’s ability to execute on its strategy.

Norbord’s US employees are non-unionized while its UK, Belgian and most of its Canadian employees are unionized – representing just under one-half of the workforce. All of Norbord’s UK and Belgian union contracts are evergreen. Canadian union contracts typically cover a three to five-year term, and the current contract with the Communications, Energy and Paperworkers Union representing members at the OSB mill in La Sarre, Quebec expires June 30, 2016. Strikes or work stoppages could result in lost production and sales, higher costs or supply constraints if Norbord is unable to negotiate acceptable contracts with its various trade unions upon expiry.

Environmental Matters

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation. Failure to comply with applicable environmental laws and regulations could result in fines, penalties or other enforcement actions that could impact Norbord’s production capacity or increase its production costs. The Company has incurred, and expects to continue to incur, capital expenditures and operating costs to comply with applicable environmental laws and regulations. In addition, environmental laws and regulations could become more stringent in the future.

Product Liability and Legal Proceedings

Norbord produces a variety of wood-based panels that are used in new home construction, repair-and-remodelling of existing homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of Norbord’s products have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims related to product quality or performance issues. In addition, Norbord has been in the past and may in the future be involved in legal proceedings related to antitrust, negligence, personal injury, property damage and other claims against the Company or its predecessors. Norbord could face increased costs if any future claims exceed purchased insurance coverage.

Norbord Inc. 2014 Annual Information Form Page 13

Natural Events

Norbord’s business is exposed to numerous natural events, such as forest fires, adverse weather conditions, insect infestation, disease, prolonged drought and other natural disasters, that are not insurable events. If such an event occurs, Norbord may need to curtail production or incur increased fibre or other costs.

Capital Intensity

The production of wood-based panels is capital intensive. There can be no assurance that key pieces of equipment will not need to be repaired or replaced. In certain circumstances, the costs of repairing or replacing equipment, and the associated downtime of the affected production line, may not be insurable.

Tax Exposures

Norbord takes various tax-filing positions in the normal course of business, and there can be no assurance that tax authorities will not challenge such filing positions. In addition, Norbord is subject to further uncertainties concerning the interpretation and application of tax laws in various operating jurisdictions. Norbord provides for known estimated tax exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional taxing authorities. However, future settlements could differ materially from the Company’s estimated liabilities.

Currency Exposures

Norbord reports its financial results in US dollars. A portion of Norbord’s product prices and costs are influenced by relative currency values (particularly the Pound Sterling, Euro and Canadian dollar). Significant fluctuations in relative currency values could negatively affect the cost competitiveness of the Company’s facilities, the value of its foreign investments, the results of its operations and its financial position.

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar– denominated monetary assets and liabilities

• Committed or anticipated foreign currency– denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

Defined Benefit Pension Plan Funding

Although Norbord’s defined benefit pension plans are all closed to new entrants, the Company continues to be subject to market risk on the plan assets and obligations related to existing members. Defined benefit pension plan funding requirements are based on actuarial valuations that make assumptions about the long-term expected rate of return on assets, salary escalation, life expectancy and discount rates. The Company’s latest funding valuations indicate the plans are in a solvency deficit position and therefore Norbord is required to make accelerated cash funding contributions. If actual experience differs from these assumptions or any of these assumptions change such that the solvency deficit increases, the Company would be required to increase cash funding contributions, reducing the availability of such funds for other corporate purposes.

Norbord Inc. 2014 Annual Information Form Page 14

CAPITAL STRUCTURE

Description of Share Capital

The authorized share capital of the Company consists of an unlimited number of Class A Preferred Shares, an unlimited number of Class B Preferred Shares, an unlimited number of Non-Voting Participating Shares and an unlimited number of Common Shares. At January 27, 2015 there were 53.5 million Common Shares outstanding. No other shares are outstanding. For information on Common Shares to be issued to Ainsworth shareholders pursuant to the Company’s merger with Ainsworth, see “General Development of the Business – Changes in the Business 2012-2015 – Pending Merger with Ainsworth Lumber Co. Ltd.”

The following is a summary of the principal attributes of the Common Shares, the Class A Preferred Shares, the Class B Preferred Shares and the Non-Voting Participating Shares of Norbord. For a complete description of the terms of Norbord’s share capital, refer to Norbord’s Restated Articles of Incorporation filed on SEDAR at www.sedar.com.

Common Shares

The holders of Common Shares are entitled to one vote per share at all meetings of shareholders. They are entitled to receive dividends if, as and when declared by the Directors ratably with any holders of the Non-Voting Participating Shares, subject to the attributes of each series of Non-Voting Participating Shares. In the event of any liquidation, dissolution or winding up, subject to the rights of holders of any Class A Preferred Shares and Class B Preferred Shares, the holders of Common Shares are entitled to participate ratably with any holders of Non-Voting Participating Shares in any distribution of the assets of the Company, subject to the attributes of each series of Non-Voting Participating Shares.

Class A Preferred Shares

The Class A Preferred Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include voting rights. The Class A Preferred Shares are entitled to priority over the Class B Preferred Shares, the Non-Voting Participating Shares and the Common Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of Norbord.

Class B Preferred Shares

The Class B Preferred Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include voting rights. The Class B Preferred Shares are entitled to priority over the Non-Voting Participating Shares and the Common Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of the Company.

Non-Voting Participating Shares

The Non-Voting Participating Shares are issuable in series. The Directors of the Company are empowered to fix the number of shares in and the designation and attributes of each series, which may include a preferential dividend or a priority in any distribution of assets of the Company. Subject thereto, the holders of Non-Voting Participating Shares are entitled to receive dividends if, as and when declared by the Directors ratably with the holders of Common Shares and, in the event of any liquidation, dissolution or winding up, subject to the rights of the holders of any Class A Preferred Shares and Class B Preferred Shares, to participate ratably with the holders of Common Shares in any distribution of the assets of the Company.

Norbord Inc. 2014 Annual Information Form Page 15

Description of Debt Securities

At January 27, 2015, Norbord had issued and outstanding senior debt securities as follows:

• $240 million of 5.375% senior secured notes due December 1, 2020; and

• $200 million of 7.70% senior secured notes due February 15, 2017.

The 7.70% senior secured notes are subject to a credit ratings-based coupon step-up provision. Interest is payable semi-annually and the debt securities are non-callable except at a make-whole price.

Credit Ratings

Maintaining a stable balance sheet is an important element of Norbord’s financing strategy. Norbord believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions).

At January 27, 2015, the Company’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Stable	Stable	Stable

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded to debt securities by the rating agencies are not recommendations to purchase, hold or sell the debt securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgement, circumstances warrant.

DBRS credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to DBRS, a rating of BB is the fifth highest of ten major categories, and debt securities rated BB are defined to be speculative and non-investment grade. Rating categories AA through CCC are denoted by the subcategories “high” and “low”. The absence of either a “high” or “low” designation indicates the rating is in the “middle” of the category.

S&P credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to S&P, the BB rating is the fifth highest of ten major categories, and debt securities rated BB or lower are regarded as having significant speculative characteristics. Debt securities rated BB are less vulnerable to non-payment than other speculative issues; however, they face major ongoing uncertainties or exposure to adverse business, financial or economic conditions. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories.

Moody’s credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to Moody’s, a rating of Ba is the fifth highest of nine major categories, and debt securities rated Ba are judged to have speculative elements and are subject to substantial credit risk. Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the security ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Norbord Inc. 2014 Annual Information Form Page 16

DIVIDENDS

On April 29, 2013, the Company’s Board of Directors approved a variable dividend policy which targets the payout to shareholders of a portion of expected future free cash flow through the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not the seasonality, of the business. Under this policy, the Board of Directors has declared dividends of CAD $0.60 per common share in each of the past seven quarters including the fourth quarter of 2014.

On December 8, 2014, in conjunction with the announcement of the combination with Ainsworth, the Company also announced that it anticipates that the Board of Directors of the combined entity will continue with Norbord’s variable dividend policy. Taking into account growth and other attractive capital investment opportunities, and to maintain flexibility in the Company’s capital structure, the Board of the Company announced that it expected to set the quarterly dividend at CAD $0.25 per common share in the first quarter of 2015.

In the arrangement agreement with Ainsworth, the Company has agreed to not pay more than CAD $0.25 per common share for any future quarterly dividends with a record date prior to the closing of the merger, after which the Board of the merged entity will determine the appropriate level of dividends on a quarterly basis.

Accordingly, on January 27, 2015, the Board declared a quarterly dividend of CAD $0.25 per common share, payable on March 21, 2015 to shareholders of record on March 1, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board retains the power to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board will not decide to suspend or discontinue the payment of cash dividends in the future.

The Company has a Dividend Reinvestment Plan (DRIP) whereby shareholders resident in Canada can elect to receive their dividends in Common Shares.

The table below summarizes the total dividends on Common Shares declared by the Board, the amounts paid out in cash and the amounts distributed as shares under the DRIP for the preceding three financial years.

($ millions)	2014		2013		2012
Cash distribution	$	115	$	91	$	—
Share distribution (1)		1		—		—
Total dividends on Common Shares	$	116	$	91	$	—

⁽¹⁾  Common Shares distributed in the DRIP represented less than $1 million in 2013.

Norbord Inc. 2014 Annual Information Form Page 17

MARKET FOR SECURITIES

Common Shares

The Company’s Common Shares trade on the TSX under the symbol NBD. In 2014, the Company’s Common Shares traded in a range between CAD $20.14 and CAD $33.91 per share, ending the year at CAD $25.83.

CAD $	Common Shares
Month	High		Low		Close		Volume
January	$	33.91	$	28.70	$	31.23		4,938,037
February		32.36		29.21		30.81		3,798,473
March		31.19		28.33		29.13		2,231,321
April		30.17		26.75		26.85		2,824,124
May		30.18		26.83		27.34		4,946,265
June		27.55		25.85		26.18		3,458,977
July		27.31		22.30		22.69		5,781,558
August		24.53		20.51		23.07		6,068,242
September		25.49		22.15		22.96		3,133,780
October		25.22		20.14		22.05		5,592,744
November		24.78		21.73		23.09		2,433,850
December		26.34		22.46		25.83		5,245,343

(The remainder of this page is intentionally left blank.)

Norbord Inc. 2014 Annual Information Form Page 18

DIRECTORS AND SENIOR EXECUTIVE OFFICERS

For information relating to the governance and management of the combined company following completion of the Company’s merger with Ainsworth, please see the section entitled “Governance and Management of the Combined Company” on pages 78 to 82 of the Joint Circular, which pages are incorporated by reference in this AIF.

Directors

The Directors of the Company are set out below. They hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Name and Location of Residence	Position and Office Held	Principal Occupation	Director Since
JACK L. COCKWELL (1)(2) Toronto, Ontario, Canada	Director	Group Chair, Brookfield Asset Management Inc.	1987
DIAN N. COHEN (1)(2)(3)(4) (5) Toronto, Ontario, Canada	Director	Corporate Director and economics consultant	1987
PIERRE DUPUIS (1)(2)(4) Sutton, Quebec, Canada	Director	Corporate Director	1995
JON S. HAICK (1)(2) (5) London, England, UK	Director	Senior Managing Partner, Brookfield Asset Management Inc. and Chief Executive Officer, Brookfield Europe	2012
ROBERT J. HARDING (1)(2)(3) (5) Toronto, Ontario, Canada	Director and Chair	Corporate Director	1998
NEVILLE W. KIRCHMANN (1)(2)(3)(4) (5) Toronto, Ontario, Canada	Director	President, Kirchmann Holdings Ltd.	2007
J. BARRIE SHINETON Toronto, Ontario, Canada	Director and Vice Chair	Corporate Director	2004
DENIS A. TURCOTTE (1)(2)(4) Sault Ste. Marie, Ontario, Canada	Director	President and Chief Executive Officer, North Channel Management and North Channel Capital Partners	2012
JAMES D. WALLACE (1)(2)(3)(4) (5) Copper Cliff, Ontario, Canada	Director	President, Pioneer Construction, Inc.	2012
PETER C. WIJNBERGEN Toronto, Ontario, Canada	Director and President & CEO	President and Chief Executive Officer, Norbord Inc.	2014

⁽¹⁾  Member of the Environmental, Health & Safety Committee. Ms. Cohen is Chair of the Committee.

⁽²⁾  Member of the Human Resources Committee. Mr. Haick is Chair of the Committee.

⁽³⁾ Member of the Corporate Governance and Nominating Committee. Ms. Cohen is Chair of the Committee.

⁽⁴⁾ Member of the Audit Committee. Mr. Dupuis is Chair of the Committee.

⁽⁵⁾  Following completion of the Company’s merger with Ainsworth, these Directors will resign.

All of the Directors have held their principal occupations shown in the above table for the past five years, except for Messrs. Haick, Harding and Shineton.

Mr. Haick is a Senior Managing Partner of Brookfield Asset Management Inc. and became Chief Executive Officer of Brookfield Europe in July 2012.

Mr. Harding was Chair of the Brookfield Global Infrastructure Advisory Board from August 2010 to July 2012 and prior thereto, he was Chair, Brookfield Asset Management Inc. from 1992 to August 2010.

Mr. Shineton was appointed Vice Chair of the Board on January 29, 2014 after serving as President and Chief Executive Officer of the Company from 2004 through 2013.

Norbord Inc. 2014 Annual Information Form Page 19

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Messrs. Cockwell and Harding served as directors of Fraser Papers Inc. from 2004 to April 2009, which filed for and obtained protection from its creditors under the Companies’ Creditors Arrangement Act in 2009. Mr. Wallace was a director of Grant Forest Products Inc. from 2005 to June 30, 2010, which filed for and obtained protection under the Companies’ Creditors Arrangement Act on June 25, 2009. He was also a director of Northstar Aerospace Inc. from October 10, 1990 to June 14, 2012, which filed for and obtained protection under the Companies’ Creditors Arrangement Act on June 14, 2012.

Senior Executive Officers

The senior executive officers of the Company are shown in the following table:

Name and Location of Residence	Current Office and Principal Occupation	Year Appointed
ROBERT J. HARDING Toronto, Ontario, Canada	Director and Chair Corporate Director	1998
J. BARRIE SHINETON Toronto, Ontario, Canada	Director and Vice Chair Corporate Director	2014
PETER C. WIJNBERGEN Toronto, Ontario, Canada	President and Chief Executive Officer	2014
ROBIN E. LAMPARD Toronto, Ontario, Canada	Senior Vice President and Chief Financial Officer	2008
NIGEL A. BANKS Toronto, Ontario, Canada	Senior Vice President, Corporate Services	2010
KARL R. MORRIS Glasgow, Scotland, UK	Senior Vice President, European Operations	2005

For those senior executive officers of the Company appointed to their principal occupations within the past five years, their prior occupations during this period were as follows:

Mr. Harding was Chair of the Brookfield Global Infrastructure Advisory Board from August 2010 to July 2012 and prior thereto, he was Chair, Brookfield Asset Management Inc. from 1992 to August 2010.

Mr. Shineton was appointed Vice Chair of the Board on January 29, 2014 after serving as President and Chief Executive Officer of the Company from 2004 through 2013.

Mr. Wijnbergen was appointed President and Chief Executive Officer on January 1, 2014 after serving as Senior Vice President and Chief Operating Officer from September 2010 through December 2013. He also was Senior Vice President, Eastern Operations from 2005 to September 2010.

Mr. Banks was appointed Senior Vice President, Corporate Services in November 2010. Prior to his appointment with the Company, Mr. Banks was Vice President, Human Resources of LifeLabs BC LP from February 2001 to August 2010.

At January 27, 2015, the Directors and senior executive officers of the Company as a group directly own or exercise control or direction over 0.2 million Common Shares of the Company (representing less than 1%), and none of the voting securities of any of the Company’s subsidiaries.

Norbord Inc. 2014 Annual Information Form Page 20

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as set out below or as otherwise set out in this AIF, no Director or officer of the Company, no person who beneficially owns, directly or indirectly, more than 10% of the Norbord Common Shares and no associate or affiliate of the foregoing persons has any material interest in any transaction within the past three years or during the current financial year that has materially affected or will materially affect Norbord. The following transactions have occurred between the Company and Brookfield during the normal course of business:

Warrants

On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million Common Shares. As a result, Brookfield’s ownership increased from 52% to approximately 59% of Common Shares outstanding.

Secondary Offering

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of the Company’s Common Shares. Under the agreement, the syndicate agreed to purchase 3.3 million Common Shares at a purchase price of CAD $33.00 per Common Share. Brookfield offered 2.75 million Shares and the Company’s senior management offered 0.55 million Shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million Shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased from approximately 59% to 53% of the Common Shares outstanding. Norbord did not receive any proceeds from the offering. At January 27, 2015, Brookfield owned approximately 52% of the outstanding Common Shares of the Company.

MATERIAL CONTRACTS

Norbord has entered into the following material contracts, other than in the ordinary course of business:

1. Arrangement Agreement dated December 8, 2014 between the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) for the acquisition of all of the issued and outstanding common shares of Ainsworth in exchange for Norbord shares.

2. Lock-up Agreement dated December 8, 2014 between Brookfield Asset Management Ltd. (BAM), Brookfield Capital Partners Ltd. (BCP), the Company and Ainsworth whereby BAM and BCP agreed to vote in favour of the Arrangement Agreement between the Company and Ainsworth.

3. Trust Indenture dated November 26, 2013 between Norbord Inc. and Computershare Trust Company, N.A. relating to the issuance of 5.375% senior secured notes due December 1, 2020.

4. Trust Indenture dated February 14, 2007 between Norbord (Delaware) GP I, Norbord Inc., and Computershare Trust Company N.A., relating to the issuance of 6.45% notes due February 15, 2017.

Norbord Inc. 2014 Annual Information Form Page 21

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is CST Trust Company, P.O. Box 7010, Adelaide Street Postal Station, Toronto, Ontario, M5C 2W9, Telephone: 1-800-387-0825, e-mail: inquiries@canstockta.com.

AUDIT COMMITTEE

The Audit Committee is appointed by the Board and, among other things: assists the Board in its oversight of the integrity of the financial and related information of the Company through the review of the consolidated financial statements and management’s discussion and analysis; considers the report of the external auditors; assesses the adequacy of the internal controls of the Company; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the shareholders. The full terms of reference of the Audit Committee are included in this AIF as Appendix A.

The Audit Committee includes the following Directors, each of whom has been determined by the Board of Directors to be “independent” and “financially literate”, as such terms have been defined in Multilateral Instrument 52-110. The Board has selected each of the following individuals based upon their education and experience, as same is relevant to his or her responsibilities as a member of the audit committee:

Pierre Dupuis (Chair)

Dian Cohen

Neville W. Kirchmann

Denis A. Turcotte

Jamie D. Wallace

Mr. Dupuis is a Corporate Director. From 1999 to 2005, Mr. Dupuis was Vice President and Chief Operating Officer of Dorel Industries Inc., a global consumer products company. Prior to his appointment at Dorel, Mr. Dupuis was President and Chief Operating Officer of Transcontinental Inc., a Canadian printing and publishing company. Mr. Dupuis’ areas of expertise are business management, finance, governance, marketing and human resources.

Ms. Cohen is a Corporate Director, an economics consultant and the author of a number of books on government, personal money management and social policy issues. Ms. Cohen is the recipient of many literary awards, as well as the Order of Canada. In addition to her role on the Norbord Board, Ms. Cohen is a Director of Dorel Industries Inc. Ms. Cohen’s areas of expertise are economics, communications and governance.

Mr. Kirchmann is President and a Director of Kirchmann Holdings Ltd., a private investment company. He was President and Chief Executive Officer of Coca-Cola Canada from 1975 to 1992 and a senior executive of Coca-Cola Southern Africa from 1965 to 1975 and 1993 to 1995. In addition to his role on the Norbord Board, Mr. Kirchmann is a Director of Fibre Connections Inc. Mr. Kirchmann is a Chartered Accountant. His areas of expertise are governance, finance, marketing and operations.

Mr. Turcotte is President and Chief Executive Officer of North Channel Management and North Channel Capital Partners, both consulting, private investment and management companies. Mr. Turcotte was President and Chief Executive Officer and a Director of Algoma Steel Inc., an integrated flat products steel company, from 2002 through 2008 and was named CEO of the year by Canadian Business Magazine in 2006. Prior to joining Algoma he was President of the Paper Group and Executive Vice President of Corporate Development and Strategy of Tembec Inc., a forest products company, from 1999

Norbord Inc. 2014 Annual Information Form Page 22

to 2002. He currently serves as a Director of Brookfield Office Properties Inc., Coalspur Mines Ltd. and Domtar Corporation and is on the Advisory Board of Brookfield Capital Partners Fund. Mr. Turcotte’s areas of expertise are corporate governance, executive management, strategic planning, mergers and acquisitions, capital markets and operations.

Mr. Wallace is President and owner of Pioneer Construction Inc., a heavy construction company and President and owner of six associated companies with businesses in the real estate, ready mix, aggregates, and investment company industries. Mr. Wallace has served on nine public corporate boards, along with a number of private company boards. Mr. Wallace has broad experience in the heavy construction, mining and finance sectors. His areas of expertise are mergers and acquisitions, corporate finance, governance and operations.

As part of its mandate, the Audit Committee assesses the independence of the Company’s auditors. From time to time the Company’s auditors also provide non-audit services to Norbord. It is the Company’s policy not to engage its auditors to provide services that may impair their objectivity or that are specifically forbidden by law or regulation. The Company has implemented procedures to ensure that any engagement of the auditors for non-audit services receives prior clearance by the Audit Committee. In approving any such engagement, the Audit Committee will consider whether the provision of such non-audit services is compatible with maintaining the auditors’ independence.

Audit Fees

For the year 2014, Norbord paid a total of $0.9 million (2013 – $1.1 million) to the Company’s auditors for all services. The following provides details on these billings:

Service (US $ millions)	2014		2013
Audit	$	0.7	$	0.7
Audit-related		0.1		0.2
Tax		0.1		0.2
Other		—		—
Total	$	0.9	$	1.1

Audit services include the annual financial statement audit of the Company and certain of its subsidiaries. They also include the review of the Company’s unaudited interim financial statements.

Audit-related services include audits of the Company’s pension plans, special-purpose non-statutory audits of divisions of the Company, and comfort letters associated with regulatory filings.

Tax services include tax advisory and compliance services.

Norbord did not engage the Company’s auditors to perform other non-audit services.

Norbord Inc. 2014 Annual Information Form Page 23

INTERESTS OF EXPERTS

KPMG LLP have prepared the audit report on the audited consolidated financial statements of the Company as at December 31, 2014 and for the year then ended. None of the designated professionals of KPMG LLP beneficially own, directly or indirectly, any of the Company’s outstanding securities.

ADDITIONAL INFORMATION

The Management Proxy Circular dated March 3, 2014 contains additional information concerning the Company including Directors’ and officers’ remuneration and indebtedness, principal holders of Common Shares and its stock option and share purchase plans. Additional financial information about the Company is included in Norbord’s audited consolidated financial statements and in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014. Further information on the pending merger with Ainsworth is described in the Joint Circular.

These documents and additional information about the Company and its operations can be found on Norbord’s website at www.norbord.com or on SEDAR at www.sedar.com.

GLOSSARY

m³: Cubic metre. A measure of volume equal to approximately 1,130 square feet ( ³/₈-inch basis).

MDF: Medium density fibreboard. A panelboard produced by chemically bonding highly refined wood fibres of uniform size under heat and pressure.

Msf (MMsf): Measurement for panel products equal to a thousand (million) square feet. This measurement is calculated on either a ³/₈-inch or ⁷/₁₆-inch thick basis.

OSB: Oriented strand board. An engineered structural wood panel produced by chemically bonding wood strands in a uniform direction under heat and pressure.

Panelboard: Oriented strand board, particleboard, medium density fibreboard and plywood.

Particleboard: A panelboard produced by chemically bonding clean sawdust, small wood particles and recycled wood fibre under heat and pressure.

Plywood: A panelboard produced by chemically bonding thin layers of solid wood veneers.

Norbord Inc. 2014 Annual Information Form Page 24

APPENDIX A – AUDIT COMMITTEE – TERMS OF REFERENCE

Role of Audit Committee

The role of the Audit Committee is to assist the Board in its oversight of the integrity of the financial and related information of the Company including its financial statements, the internal controls and procedures for financial reporting and the processes for monitoring compliance with legal and regulatory requirements and to review the independence, qualifications and performance of the external auditor of the Company. Management is responsible for the preparation, presentation and integrity of the financial statements and for establishing and maintaining the above noted controls, procedures and processes and the Audit Committee is appointed by the Board to review and monitor them.

Authority and Responsibilities

In carrying out its role, the Audit Committee has the following authority and responsibilities:

1. Financial information and reporting –

(a) to review and discuss with management and the external auditor, as appropriate:

(i) the annual audited financial statements and the interim financial statements including the accompanying Management’s Discussion and Analysis; and

(ii) other releases containing information taken from the Company’s financial statements prior to their release; and

(b) to review the Company’s financial reporting and accounting policies and any proposed material changes to them or their application.

2. Internal controls – to review, with the Chief Financial Officer (CFO), the external auditor and others, as appropriate, the Company’s system of internal controls.

3. External audit –

(a) to recommend to the Board, for shareholder approval, the external auditor to examine the Company’s accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Audit Committee as representatives of the shareholders of the Company;

(b) to evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor;

(c) to pre-approve any non-audit services to be provided to the Company or its subsidiaries by the external auditor and the fees for those services;

(d) to obtain and review at least annually a written report by the external auditor setting out the auditor’s internal quality control procedures, any material issues raised by the auditor’s internal quality control reviews and the steps taken to resolve those issues;

(e) to review at least annually the relationships between the Company and the external auditor in order to establish the independence of the external auditor;

(f) to oversee the work of the external auditor, including the resolution of disagreements between management and the external auditors regarding financial reporting; and

(g) to communicate directly with the internal and external auditors.

4. Risk management – to review and monitor the Company’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.

Norbord Inc. 2014 Annual Information Form Page 25

5. Compliance –

(a) to review the Company’s financial reporting procedures and policies relating to compliance with legal and regulatory requirements and to investigate any non-adherence to those procedures and policies; and

(b) to establish procedures for the receipt and treatment of any complaint regarding accounting, internal accounting controls or auditing matters including procedures for the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

Composition and Procedures

1. Size – The Audit Committee will consist of a minimum of three Directors. The members of the Committee are appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee and may be removed by the Board in its discretion.

2. Qualifications – All members of the Committee must be “independent” within the meaning of sections 1.4 and 1.5 of Multilateral Instrument 52-110. All members of the Committee must be “financially literate”, i.e., have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the Company.

3. Meetings – The Committee will meet at least four times a year and a portion of each meeting will be held without the presence of management.

4. Review of Financial Statements – The Committee will review the Company’s annual audited financial statements with the CEO and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO. The external auditor will be present at these meetings.

5. Review of CEO and CFO Certification Process – In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications with respect to the financial statements and the Company’s disclosure and internal controls, including any material deficiencies or changes in those controls.

6. Review of Earnings and Other Releases – The Committee will review with the CFO any news release containing financial information taken from the Company’s financial statements prior to the release of the financial statements to the public. The committee will satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and will periodically assess the adequacy of those procedures.

7. Approval of Audit and Non-Audit Services – In addition to recommending to the Board the external auditor to examine the Company’s financial statements and the compensation of the external auditor for audit services, the Committee must approve any use of that external auditor to provide non-audit services prior to its engagement. It is the Committee’s practice to restrict the non-audit services that may be provided by the external auditor in order to minimize relationships that could appear to impair the objectivity of the external auditor.

Norbord Inc. 2014 Annual Information Form Page 26

8. Hiring Guidelines for Independent Auditor Employees – The Committee will adopt guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its Audit Report of the Company’s financial statements.

9. Audit Partner Rotation – The Committee will ensure that the lead audit partner assigned by the external auditor to the Company, as well as the independent review partner charged with reviewing the financial statements of the Company, are changed at least every seven years.

10. Process for Handling Complaints about Accounting Matters – The Committee has established the following procedure for the receipt and treatment of any complaint received by the Company regarding accounting, internal accounting controls or auditing matters:

(a) The Company will make available and make known special mail and e-mail addresses and telephone numbers for receiving complaints regarding accounting, internal accounting controls or auditing matters;

(b) Copies of complaints received will be sent to the members of the Committee;

(c) All complaints will be investigated by the Company’s finance staff, except as otherwise directed by the Committee. The Committee may request that outside advisors be retained to investigate any complaint; and

(d) The status of each complaint will be reported on a quarterly basis to the Committee and, if the Committee so directs, to the full Board. The Company’s Code of Business Conduct prohibits any Director, officer or employee of the Company from retaliating or taking any adverse action against anyone for raising or helping to resolve a complaint.

11. Evaluation – The Committee will conduct and present to the Board an annual evaluation of the performance of the Committee and the adequacy of these terms of reference and recommend any proposed change to the Board for approval.

12. Other Matters – The Committee will conduct reviews and, where appropriate, recommend action by the Board, on:

(a) The Annual Information Form to be filed by the Company;

(b) Regular reports on outstanding litigation that could have a material effect on the Company;

(c) An annual certificate of the CEO attesting that senior management of the Company have received and agreed to be bound by the Company’s Code of Business Conduct and as to compliance with the Code;

(d) An annual report on officers’ expenses;

(e) An annual report on consulting and legal fees paid by the Company; and

(f) An annual report on the Company’s insurance coverage and costs.

Norbord Inc. 2014 Annual Information Form Page 27

EX-99.6

Exhibit 99.6

JANUARY 27, 2015

Management’s Discussion and Analysis

INTRODUCTION

This Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during 2014 relative to 2013. The information in this section should be read in conjunction with the audited financial statements.

In this MD&A, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, a related party by virtue of a controlling equity interest in the Company.

Additional information on Norbord, including documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

To enhance shareholders’ understanding, certain five-year historical financial and statistical information is presented. Norbord’s significant accounting policies and other financial disclosures are contained in the audited financial statements and accompanying notes, which follow this MD&A. All financial references in the MD&A are stated in US dollars unless otherwise noted.

Earnings before finance costs, income taxes, depreciation and other unusual or non-recurring items (adjusted EBITDA), EBITDA margin, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), cash provided by (used for) operating activities per share, total shareholder return, net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate or meaningful, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

1 NORBORD 2014 ANNUAL REPORT

BUSINESS OVERVIEW

Norbord is an international producer of wood-based panels with 13 plant locations in the United States (US), Europe and Canada.

Norbord is one of the world’s largest producers of oriented strand board (OSB) with an annual capacity of 5.1 billion square feet (Bsf) (3/8-inch basis). The core assets of Norbord’s OSB business are located in the South East region of the US. The Company is also a significant producer of wood-based panels in the United Kingdom (UK). Wood fibre is purchased from third parties which include private landowners and government-owned and -managed timberlands. Norbord employed approximately 1,900 people at December 31, 2014.

Operations include 11 OSB mills, two particleboard mills, one medium density fibreboard (MDF) mill and one furniture plant. The Company reports all operations as a single operating segment – wood-based panels.

PENDING MERGER WITH AINSWORTH LUMBER CO. LTD.

On December 8, 2014, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they had entered into an arrangement agreement under which the Company and Ainsworth will merge to create a leading global wood products company focused on OSB across North America, Europe and Asia. Under the terms of the transaction, the Company has agreed to acquire all of the outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including approval of the plan of arrangement by the Supreme Court of British Columbia. In addition, while the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the HSR Act) or the Canadian Competition Act, the U.S. Department of Justice (DOJ) has requested information about the transaction and the companies, as it is entitled to do. The Company and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Norbord and Ainsworth are confident this review will have a satisfactory outcome and that it will not impact the companies’ ability to close the transaction by the end of the first quarter of 2015. Further information on the transaction and its expected effects on the Company can be found in the joint management information circular dated as of December 18, 2014.

Brookfield and its affiliated entities, which control approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, will control approximately 53% of the outstanding common shares of the combined company upon closing. Based on the number of Ainsworth common shares outstanding as at December 8, 2014 (the date of the arrangement agreement), approximately 31.8 million Norbord common shares will be issued to Ainsworth shareholders on closing.

NORBORD 2014 ANNUAL REPORT 2

STRATEGY

Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America and Europe. Norbord’s financial goal is to achieve top-quartile ROCE among North American forest products companies over the business cycle. Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions). In this regard, Norbord accomplished the following in 2014:

Financial Goal		2014 Accomplishments
1.	Generate cash.	•	Achieved adjusted EBITDA of $90 million and ROCE of 10%.
		•	Generated $24 million of Margin Improvement Program (MIP) gains across the Company.
		•	Increased European particleboard and MDF panel shipment volume by 7% and 5% respectively, benefiting from higher prices and richer product mix.
		•	Continued to manage operating working capital at minimal levels.
2.	Protect the balance sheet.	•	Ended the year with unutilized liquidity of $367 million (including $25 million in cash and cash equivalents), net debt to capitalization on a book basis of 51% and tangible net worth of $404 million.

3 NORBORD 2014 ANNUAL REPORT

The table below summarizes the six key components of Norbord’s business strategy and the Company’s 2014 performance in each area:

Strategic Priority		2014 Performance
1.	Develop a world-class safety culture.	•	Achieved best-ever safety performance with an Occupational Safety and Health Administration (OSHA) recordable rate of 0.69.
		•	Completed OSHA recordable injury-free year at four mills (Genk, Belgium; Inverness, Scotland; South Molton, England; and Nacogdoches, Texas).
		•	Four mills reached greater than one million hours without a lost-time injury. South Molton, England mill reached one million hours without a recordable incident.
		•	Received 2013 Safest Company Award from APA – The Engineered Wood Association.
2.	Pursue growth in OSB.	•	Increased production volume at North American and European panel mills by 6% over 2013.
		•	Set annual production records at six of 11 operating mills: Bemidji, Minnesota; Joanna, South Carolina; La Sarre, Quebec; Genk, Belgium; Cowie and Inverness, Scotland mills.
		•	Agreed to merger with Ainsworth to create a leading global wood products company focused on OSB across North America, Europe and Asia, with total OSB capacity of approximately 7.7 Bsf (3/8-inch basis).
		•	Progressed planning for potential European OSB capacity expansion.
3.	Own high-quality assets with low-cost positions.	•	Completed second year of capital reinvestment strategy, focused on improving productivity and reducing manufacturing costs. Key projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the fines screening project at the Cordele, Georgia mill, and the dryer upgrade at the Cowie, Scotland particleboard mill.
		•	Continued preliminary work to rebuild the press line and prepare the Huguley, Alabama mill for a future restart.
4.	Maintain a margin-focused operating culture.	•	Generated $24 million in MIP gains across the Company from improved productivity, lower raw material usages, a richer value-added product mix and reduced labour costs. Paybacks on recent capital investments also contributed to MIP this year.
5.	Focus on growth customers.	•	Increased shipments of North American value-added products by 8%.
		•	Increased OSB shipments to key UK and German customers by 11%.
6.	Allocate capital with discipline.	•	Invested $77 million in capital projects to enhance the Company’s earnings potential.
		•	Declared quarterly dividends of CAD $0.60 per share totalling $116 million in 2014 under the Company’s variable dividend policy.
		•	Announced reset of dividend to CAD $0.25 per share starting in the first quarter of 2015 to take into account growth and other capital investment opportunities, and to maintain flexibility in the Company’s capital structure.

NORBORD 2014 ANNUAL REPORT 4

SUMMARY

(US $ millions, except per share information, unless otherwise noted)	2014			2013			2012¹			2011			2010
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		10	%		35	%		23	%		5	%		12	%
Return on equity (ROE)		6	%		35	%		21	%		(3	)%		4	%
Cash provided by (used for) operating activities		29			244			136			(13	)		127
Cash provided by (used for) operating activities per share		0.54			4.78			3.12			(0.30	)		2.93
SALES AND EARNINGS
Sales²		1,198			1,343			1,149			965			962
Adjusted EBITDA		90			287			188			45			107
Earnings		26			149			71			(11	)		13
PER COMMON SHARE
Basic earnings		0.49			2.92			1.63			(0.25	)		0.30
Diluted earnings		0.48			2.79			1.56			(0.25	)		0.29
Dividends paid		2.15			1.78			—			—			—
Total assets		1,104			1,262			1,123			1,070			1,118
Long-term debt		434			433			433			438			443
Net debt for financial covenant purposes³		418			251			315			360			337
Net debt to capitalization, market basis³		26	%		14	%		32	%		42	%		35	%
Net debt to capitalization, book basis³		51	%		34	%		43	%		51	%		49	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		3,511			3,339			3,111			2,885			2,989
Europe		1,663			1,567			1,574			1,547			1,405
Indicative average OSB price
North Central ($/Msf–7/16”)		218			315			271			186			219
South East ($/Msf–7/16”)		188			277			241			169			198
Europe (€/m3)4		262			273			260			264			244

¹  Figures have been restated for the adoption of the amendments to International Accounting Standard (IAS) 19.

²  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

³  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

⁴  European indicative average OSB price represents the gross delivered price to the largest Continental market.

North American OSB demand continues to improve, driven by a gradual rebound in new home construction and strong growth in repair-and-remodel and industrial uses. US housing starts came in at 1.01 million in 2014, up 9% compared to 2013, with single-family starts 5% higher. Supply outstripped demand, however, as production from six restarted OSB mills continued to ramp up. As a result, the North American North Central OSB benchmark price averaged $218 per thousand square feet (Msf) (7/16-inch basis) in 2014, down 31% over 2013, while the South East OSB benchmark price averaged $188 per Msf, down 32% over 2013. Norbord produced 6% more OSB in North America to meet improving customer demand, representing approximately 80% of stated capacity in 2014 compared to 75% in 2013. Norbord’s European panel business continued to generate strong financial results, despite increasingly negative headlines from the Eurozone, as demand in the Company’s core markets remains strong.

Against this market backdrop, Norbord generated adjusted EBITDA of $90 million in 2014 versus $287 million in 2013. Significantly lower North American OSB prices and higher key input prices were the primary drivers of the year-over-year adjusted EBITDA decrease in 2014. However, on the controllable side of the business, Norbord generated $24 million of Margin Improvement Program (MIP) gains in 2014, measured relative to 2013 at constant prices and exchange rates, primarily from lower raw material input usages and higher productivity. Earnings were $26 million ($0.49 per basic share; $0.48 per diluted share)

5 NORBORD 2014 ANNUAL REPORT

versus $149 million ($2.92 per basic share; $2.79 per diluted share) in 2013. Pre-tax ROCE averaged 10% compared to 35% in the prior year. ROCE is a non-IFRS measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management (see Non-IFRS Financial Measures section). Norbord has generated an average annual ROCE of 17% over the past five years.

Norbord is well positioned to benefit from the US housing market recovery, and growing demand in the Company’s core European markets in the years ahead.

OUTLOOK FOR 2015

Industry experts are forecasting US housing starts in the range of 1.11 million to 1.21 million in 2015, which would represent an increase of 10% to 20% over 2014. In addition, Norbord expects continued solid growth in repair-and-remodel and industrial demand in 2015. There are no indications of any new industry capacity restarting in 2015, and this should drive higher demand-to-capacity ratios in the coming year. Norbord’s Huguley, Alabama mill will remain on a slow rebuild pace until it is sufficiently clear that customers require more product.

Norbord’s European operations are expected to deliver strong results again in 2015 as the Company’s core panel markets (UK, Germany and BeNeLux) continue to grow. UK housing starts were up 17% in 2014 and industry experts are forecasting an increase of 6% for 2015. The Ukrainian crisis continues to put pressure on OSB prices as eastern European producers redirect supply towards Central Europe. While this is expected to persist for the foreseeable future, it should further accelerate OSB substitution against plywood. Norbord expects to continue to run all panel mills at capacity, and achieve further productivity gains in 2015.

On the input cost side, the recent plunge in oil prices is reversing a decade-long upward trend in resin prices. While this should provide a meaningful tailwind, Norbord will continue to pursue aggressive MIP initiatives to reduce raw material usages and improve productivity to offset inflation and other uncontrollables in its manufacturing cost structure.

Norbord is planning to make capital investments of $50 million in 2015 which includes key strategic capital projects focused on reducing manufacturing costs and increasing productivity across the Company’s mills.

Norbord has strong financial liquidity and no debt maturities until 2017. Combined with the Company’s competitive cost position, diversified sales strategy and solid customer partnerships, Norbord is well positioned for the continuing recovery in housing markets and will benefit from stronger OSB demand in the years ahead.

NORBORD 2014 ANNUAL REPORT 6

RESULTS OF OPERATIONS

(US $ millions, unless otherwise noted)	2014			2013			2012			2011			2010
Sales1		1,198			1,343			1,149			965			962
Adjusted EBITDA		90			287			188			45			107
Adjusted EBITDA margin		8	%		21	%		16	%		5	%		11	%
Depreciation		60			56			53			51			51
Investment in property, plant and equipment		78			83			26			25			16
Shipments (MMsf–3/8”)		5,174			4,906			4,685			4,432			4,394
Indicative average OSB price
North Central ($/Msf–7/16”)		218			315			271			186			219
South East ($/Msf–7/16”)		188			277			241			169			198
Europe (€/m3)2		262			273			260			264			244

¹  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

²  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Markets

North America is the principal market destination for Norbord’s products. North American OSB comprised approximately 68% of Norbord’s panel shipments by volume. Therefore, results of operations are most affected by volatility in North American OSB prices and demand. Europe comprised approximately 32% of total shipments by volume. European panel prices are less volatile than North American prices and therefore, affect Norbord’s results to a lesser degree.

Shipments

MMsf–3/8”	2014		2013		2012		2011		2010
North America		3,511		3,339		3,111		2,885		2,989
Europe		1,663		1,567		1,574		1,547		1,405
Total		5,174		4,906		4,685		4,432		4,394

North America

North American OSB demand continued to improve as the US housing recovery gained further traction in 2014, albeit at a more gradual pace than originally expected. Supply outstripped demand, as production from six restarted OSB mills continued to ramp up. As a result, North Central benchmark OSB prices traded in a tight range for most of 2014 – from a high of $235 per Msf (7/16-inch basis) in May, decreasing to the $220 range during the fall before finishing the year at $205 per Msf. The North Central benchmark price averaged $218 per Msf in 2014 compared to $315 per Msf in 2013, a 31% decrease. In the South East region, where approximately 55% of Norbord’s North American OSB capacity is located, prices averaged $188 per Msf, compared to $277 per Msf in the prior year. The regional price spread was wider than the historical average at various points throughout the year reflecting both the impact of OSB industry restart activity in the South East and the comparatively slower pace of the housing recovery in that region.

According to APA – The Engineered Wood Association (APA), new home construction is still the primary end use for the OSB industry in North America, accounting for approximately 50% of OSB demand in 2014. US housing starts were approximately 1.01 million in 2014, up 9% from 0.93 million in 2013, and permits were also 4% higher. Single-family starts (which use approximately three times more OSB than multifamily) increased by 5%. Despite the significant rebound in new home construction since 2009, US housing starts remain well below the long-term annual average of 1.5 million. For context, 100,000 housing starts consume approximately 1 Bsf (3/8-inch basis) of OSB.

Norbord’s North American OSB shipment volume increased by 5% in 2014. Approximately half of Norbord’s OSB sales volume went to the new home construction sector in 2014, in line with the previous year. The other half went into repair-and-remodelling, light commercial construction and industrial applications. Management

7 NORBORD 2014 ANNUAL REPORT

believes that this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

According to the APA, North American OSB demand increased by 6% in 2014 to approximately 19.9 Bsf (3/8-inch basis), representing 65% of total North American OSB and plywood structural panel demand and 71% of industry OSB installed production capacity (81% of industry operating capacity). Norbord’s North American OSB mills produced at approximately 80% of total capacity in 2014 (100% of operating capacity), up from 75% in 2013.

Europe

Norbord’s core European panel markets in the UK, Germany and BeNeLux all saw demand growth in 2014, despite the increasingly negative economic news coming from the Eurozone. The UK, where three out of Norbord’s four European mills are located, led the recovery with unemployment falling below 6%, GDP growth of over 2% and housing starts increased by 17% compared to the prior year, supported by first time homebuyer incentives and improved consumer confidence. In Germany, Norbord’s largest Continental European market, housing starts increased by 5%, representing the sixth consecutive year of growth. In this improving environment, Norbord’s European mills produced at approximately 105% of capacity in 2014 compared to 100% in 2013.

Year-over-year, particleboard prices increased 7% while MDF prices, which are less directly impacted by the recovering housing sector, improved 2%. OSB prices, however, decreased 6% as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK, slowed the flow of Continental European imports and supported Norbord’s export program into the Continent. The Pound Sterling traded between 1.19 and 1.29 against the Euro during 2014, a range that continued to benefit Norbord.

Sales¹

(US $ millions)	2014		2013		2012		2011		2010
North America	$	688	$	879	$	701	$	507	$	586
Europe		510		464		448		458		376
Total	$	1,198	$	1,343	$	1,149	$	965	$	962

¹  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

Total sales decreased by $145 million or 11% in 2014. In North America, sales decreased by 22% due to significantly lower OSB prices, which were partially offset by a 5% increase in shipment volumes. Average North Central and South East OSB benchmark prices decreased by $97 per Msf and $89, respectively, in 2014, which is a decrease of 31% and 32%, respectively, compared to 2013. In Europe, sales increased by 10% due to higher particleboard and MDF prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by lower OSB prices.

NORBORD 2014 ANNUAL REPORT 8

Production

(MMsf–3/8”)	2014		2013		2012		2011		2010
North America		3,521		3,316		3,123		2,864		2,993
Europe		1,690		1,610		1,576		1,537		1,437
Total		5,211		4,926		4,699		4,401		4,430

Total production volume increased by 6% or 285 million square feet (MMsf) (3/8-inch basis). The Company ran more of its North American capacity to meet increased OSB demand and its European panel mills continued to run on full production schedules.

North America

North American production volume increased by 6% or 205 MMsf (3/8-inch basis) in 2014 due to production efficiencies from the Company’s operating mills and additional volume from the Jefferson, Texas mill which was restarted in July 2013, partially offset by reduced production schedules. Annual production records were achieved at the mills in Bemidji, Minnesota; Joanna, South Carolina; and La Sarre, Quebec.

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for future restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. These two mills represent 19% of Norbord’s annual estimated capacity in North America.

Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at approximately 100% of their stated capacity in 2014. This compares to 95% in 2013. Including the indefinitely curtailed mills, Norbord’s mills produced at approximately 80% of stated capacity in 2014, compared to 75% in 2013.

Effective at December 31, 2014, Norbord’s stated annual North American OSB capacity was increased by 150 MMsf (3/8-inch basis), reflecting a significant capital investment to rebuild the wood-handling end at the Joanna, South Carolina mill.

Europe

European production volume increased by 5% or 80 MMsf (3/8-inch basis). Annual production records were achieved at the two OSB mills in Inverness, Scotland and Genk, Belgium, and at both the particleboard and MDF lines in Cowie, Scotland. All of Norbord’s panel mills ran on full production schedules in 2014 excluding maintenance and holiday shutdowns. The Company’s mills produced at approximately 105% of capacity in 2014, compared to 100% in 2013.

Effective at December 31, 2014, Norbord’s stated annual European panel capacity was increased by a total of 170 MMsf (3/8-inch basis), reflecting recent capital investments and improved operating efficiencies at mills in Cowie, Scotland (particleboard line); Genk, Belgium (OSB); and Inverness, Scotland (OSB).

Operating Results

Adjusted EBITDA (US $ millions)	2014			2013
North America	$	54		$	255
Europe		47			46
Unallocated		(11	)		(14	)
Total	$	90		$	287

9 NORBORD 2014 ANNUAL REPORT

Norbord generated adjusted EBITDA of $90 million in 2014, compared to $287 million in 2013. North American OSB generated adjusted EBITDA of $54 million, compared to $255 million in the prior year, a year-over-year decline of $201 million. Norbord’s European panel operations generated adjusted EBITDA of $47 million, a year-over-year improvement of $1 million. Unallocated costs were $3 million lower in 2014 mainly due to lower incentive compensation in 2014, and the foreign exchange translation impact of a weaker Canadian dollar.

North America

Norbord’s North American adjusted EBITDA decreased by $201 million primarily driven by significantly lower OSB prices and higher raw material prices. This was partially offset by higher shipment volume, lower raw material usages driven by MIP initiatives, lower mill profit share costs attributed to the lower results and the foreign exchange translation impact of a weaker Canadian dollar. Average North Central and South East OSB benchmark prices per Msf decreased by $97 and $89, respectively, which is a decrease of 31% and 32%, respectively, compared to 2013. On the cost side, higher raw material prices negatively impacted operating costs as fibre and resin prices increased year-over-year.

Europe

Norbord’s European operations delivered another strong year, benefiting from the improving trends in the Company’s core UK and German housing markets. The adjusted EBITDA improvement of $1 million in 2014 was primarily driven by higher average MDF and particleboard prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by the impact of lower OSB prices, and higher labour, supplies and maintenance costs. European panel prices increased by 7% and 2% for particleboard and MDF, respectively, while OSB decreased by 6%.

Adjusted EBITDA Variance

The components of the adjusted EBITDA change are summarized in the variance table below:

(US $ millions)	2014 vs. 2013
Adjusted EBITDA – current period	$	90
Adjusted EBITDA – comparative period		287
Variance		(197	)
Mill nets1		(223	)
Volume2		19
Key input prices3		(11	)
Key input usage3		10
Mill profit share and bonus		11
Maintenance and other4		(3	)
Total	$	(197	)

¹  The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

²  The volume variance represents the impact of shipment volume changes across all products.

³  The key inputs include fibre, resin, wax and energy.

⁴  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

On the sales side, housing market activity, particularly in the US, influences OSB demand and pricing. Fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In North America, sales decreased by 22% primarily due to significantly lower OSB prices partially offset by higher shipment volumes. In Europe, sales increased by 10% due to higher particleboard and MDF prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by lower OSB prices.

On the cost side, fluctuations in uncontrollable raw material prices significantly impact operating costs. For the fifth consecutive year, key raw material prices increased, particularly in North America.

NORBORD 2014 ANNUAL REPORT 10

Fibre prices increased in both North America and Europe in 2014 due to competition and logging capacity constraints which are putting pressure on timber harvesting in certain areas. Norbord does not own any timberlands; therefore, it purchases timber and wood chips as well as wood recycled materials on the open market in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control.

Resin and wax prices, which are indexed to widely-used industrial chemicals derived from oil and gas products, also rose in North America in 2014. Benzene and phenol (key resin feedstock) hit record highs in the third quarter, but have since been trending down as a result of plunging oil prices. In Europe, resin prices decreased mainly due to the impact of a stronger Pound Sterling.

The prices of fibre, resin, wax and energy, which account for approximately 65% of Norbord’s cash production costs, have risen in the past three years, particularly in 2013 where key input prices increased by $28 million relative to 2012 as the broader economic recovery gained traction. MIP gains of $24 million in 2014 measured relative to 2013 at constant prices and exchange rates, mitigated the impact of higher raw material prices on Norbord’s earnings in 2014. Contributions to MIP included improved productivity, raw material usage reduction initiatives, a richer value-added product mix, and labour cost reductions. Paybacks on the Company’s investments in fines screening technology and the rebuild of the wood-handling end at the Joanna, South Carolina mill also contributed to the 2014 MIP gains.

In 2014, Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased 1% over the prior year driven by increased production volume and lower raw material usages, partially offset by higher raw material prices. Excluding the impact of higher raw material prices, production costs per unit decreased by 3%.

FINANCE COSTS, COSTS ON EARLY DEBT EXTINGUISHMENT, DEPRECIATION AND INCOME TAX

(US $ millions)	2014			2013			20121			2011			2010
Finance costs	$	(30	)	$	(37	)	$	(37	)	$	(33	)	$	(34	)
Costs on early debt extinguishment		—			(20	)		—			—			—
Depreciation		(60	)		(56	)		(53	)		(51	)		(51	)
Income tax recovery (expense)		31			(25	)		(27	)		28			(1	)

¹  Figures have been restated for the adoption of the amendments to IAS 19.

Finance Costs

Finance costs in 2014 declined compared to 2013 due to the lower interest rate on the senior secured notes. In November 2013, the Company issued $240 million in senior secured notes with an interest rate of 5.375%. These funds were used to early redeem the then existing $240 million in senior notes with an interest rate of 6.25%. In addition, $1 million of interest costs were capitalized on qualifying assets.

The effective interest rate on Norbord’s debt-related obligations was 6.4% as at both December 31, 2014, and December 31, 2013. None of Norbord’s net debt was subject to floating interest rates as at both December 31, 2014, and from December 31, 2013.

Costs on Early Debt Extinguishment

In 2013, the Company redeemed its outstanding $240 million 6.25% senior notes due in 2015. The costs incurred on early extinguishment were $20 million (see Liquidity and Capital Resources section).

Depreciation

Depreciation expense in 2014 was $4 million higher compared to 2013 due to higher production volumes as the Company uses the units-of-production method.

11 NORBORD 2014 ANNUAL REPORT

Income Tax

A tax recovery of $31 million was recorded in 2014 on the pre-tax loss of $5 million. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries. In 2014, a non-recurring income tax recovery of $12 million ($0.22 per basic and diluted share) was recorded which is comprised of: (i) the recognition and utilization of certain tax attributes that offset taxes previously expensed; and (ii) the recognition of a previously unrecognized deferred tax asset.

A tax expense of $25 million was recorded in 2013 on pre-tax income of $174 million. The effective tax rate of 14% is lower than the Canadian statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries. In 2013, non-recurring income tax recoveries of $18 million ($0.35 per basic share; $0.34 per diluted share) were recorded which included: (i) the recognition and utilization of certain tax attributes that offset taxes previously expensed; (ii) a reduction in substantively enacted tax rates in the UK; and (iii) the recognition of a non-recurring deferred tax asset.

In 2014 and 2010, the Company received net cash tax refunds of $3 million and $52 million, respectively, related to losses carried back and over instalments. In 2013, 2012 and 2011, the Company paid net cash taxes of $10 million, $nil and $1 million, respectively, related to instalments.

At December 31, 2014, the Company had tax operating loss carryforwards of approximately €34 million from operations in Belgium. These losses can be carried forward indefinitely to offset future taxable income in Belgium. The Company also has tax operating loss carryforwards of CAD $108 million and US $133 million from operations in Canada and the US, respectively, which expire between 2026 and 2034. In addition, the Company has capital losses of CAD $226 million which can be carried forward indefinitely. The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and will protect future cash flows. Certain deferred tax assets in respect of tax losses and other attributes have been recognized and included in deferred income taxes in the consolidated financial statements. The Company reviews its deferred income tax assets at each balance date and reduces the amount recognized to the extent, in the judgement of management, it is not probable to be realized.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	2014			2013			2012			2011			2010
Cash provided by (used for) operating activities	$	29		$	244		$	136		$	(13	)	$	127
Cash provided by (used for) operating activities per share		0.54			4.78			3.12			(0.30	)		2.93
Operating working capital		65			44			50			28			10
Total working capital		94			248			178			116			127
Investment in property, plant and equipment		78			83			26			25			16
Net debt to capitalization, market basis1		26	%		14	%		32	%		42	%		35	%
Net debt to capitalization, book basis1		51	%		34	%		43	%		51	%		49	%

¹  2010 has not been restated for IFRS and shows the originally disclosed ratios under Canadian GAAP.

At year-end, the Company had unutilized liquidity of $367 million, comprising $25 million in cash and cash equivalents, $242 million in revolving bank lines and $100 million undrawn under its accounts receivable securitization program. Norbord has no investments in, or other direct exposure to, US sub-prime mortgages, US auction rate securities or Canadian asset-backed commercial paper.

NORBORD 2014 ANNUAL REPORT 12

The Company’s outstanding long-term debt has a weighted average term of 4.2 years. Norbord’s net debt for financial covenant purposes was $418 million at December 31, 2014, which includes long-term debt of $440 million less cash and cash equivalents of $25 million plus letters of credit of $3 million.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due in 2017 bear an interest rate that varies with the Company’s credit ratings. In June 2012, Moody’s Investors Service upgraded the ratings on the Company’s senior secured debt from Ba3 to Ba2 and accordingly, the interest rate on the 2017 notes decreased by 0.25% from 7.95% to 7.70% effective February 15, 2012.

Senior Secured Notes Due 2020

In November 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and committed revolving bank lines. In December 2013, the Company used the proceeds to early redeem the then existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015. As a result, a premium of $17 million (pre-tax) was paid for the early extinguishment and a $3 million write-off of unamortized debt issue costs was recorded.

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which matures in May 2016 and bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017 and 2020 senior secured notes.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. As a result of the bank line renewal completed in 2010, the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, other comprehensive income movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible net worth was $404 million for financial covenant purposes, and net debt for financial covenant purposes was $418 million. Net debt to total capitalization, book basis, was 51%.

Debt Issue Costs

In 2013, debt issue costs of $6 million were incurred on the issuance of the 2020 senior notes and the renewal of the revolving bank lines. Amortization expense related to debt issue costs for 2014 was $1 million (2013 – $3 million).

Accounts Receivable Securitization

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $102 million (December 31, 2013 – $113 million) in accounts receivable and the Company did not have any drawings (December 31, 2013 – $nil) relating to this program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings fluctuates with the level of accounts receivable transferred, timing of cash settlements and the Company’s cash

13 NORBORD 2014 ANNUAL REPORT

requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes. The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as interest expense.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at January 27, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, increased by $21 million during the year to $65 million at year-end, compared to $44 million at December 31, 2013. The year-over-year increase was primarily due to lower accounts payable and higher inventory partially offset by lower accounts receivables. Lower accounts payable was primarily attributed to lower mill profit share accruals and the timing of payments. Higher inventory was primarily attributed to higher supplies inventory on hand attributed to capital projects. Lower accounts receivables were primarily attributable to lower European trade receivables due to the foreign exchange translation impact of a weaker Pound Sterling versus the US dollar at year-end. The Company aims to minimize the amount of capital held as operating working capital and continued to manage it at minimal levels throughout the year.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable, was $94 million as at December 31, 2014, compared to $248 million in the prior year. The decrease is primarily attributed to the lower cash balance.

Operating activities generated $29 million of cash or $0.54 per share in 2014, compared to $244 million or $4.78 per share in 2013. In 2014, lower adjusted EBITDA was the primary driver of the declining cash generation.

The Company did not have any net investment hedges in 2014 or 2013.

The following table summarizes the aggregate amount of future cash outflows for contractual obligations:

	Payments Due by Period
(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt, including interest	$	29	$	29	$	221	$	13	$	13	$	253	$	558
Purchase obligations		56		54		40		16		—		—		166
Operating leases		4		3		2		—		—		—		9
Total	$	89	$	86	$	263	$	29	$	13	$	253	$	733

Note: The above table does not include pension and post-employment benefits plan obligations, which are discussed in the Risks and Uncertainties – Defined Benefit Pension Plan Funding section.

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

(US $ millions)	2014		2013		2012		2011		2010
Increased productivity	$	53	$	48	$	17	$	15	$	7
Environmental, health & safety		6		10		3		2		4
Maintenance of business		19		25		6		8		5
Total	$	78	$	83	$	26	$	25	$	16

Due to market conditions, investment in property, plant and equipment was constrained to essential projects from 2008 to 2012. Investment in property, plant and equipment increased in 2013 and 2014 to total $161 million as part of the Company’s capital reinvestment strategy. The 2013 investment in property, plant and equipment of $83 million included the capital costs related to the preparation of the Jefferson, Texas mill

NORBORD 2014 ANNUAL REPORT 14

for restart as well as key strategic capital projects to improve production efficiency and reduce manufacturing costs across the Company’s mills. Investment in property, plant and equipment in 2014 was $78 million (which includes $1 million of capitalized interest cost), representing approximately 130% of depreciation. Key 2014 projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the dryer upgrade at the Cowie, Scotland particleboard mill and the fines screening project at the Cordele, Georgia mill. Also included was approximately $6 million for preliminary work to rebuild the press line at the curtailed Huguley, Alabama mill. Further investment to prepare this mill for restart was deferred to 2015 and beyond.

Norbord’s 2015 investment in property, plant and equipment is expected to be $50 million. The plan includes further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy, including three fines screening projects. These investments will be funded with cash on hand, cash generated from operations and, if necessary, drawings under the Company’s committed revolving bank lines or accounts receivable securitization program.

CAPITALIZATION

Common Share Information

At December 31	2014		2013		2012		2011		2010
Shares outstanding (millions)		53.5		53.4		44.0		43.6		43.5
Dividends (US $ millions)	$	116	$	91	$	—	$	—	$	—
Market price at year-end (CAD $)	$	25.83	$	33.86	$	30.19	$	8.10	$	14.64

At January 27, 2015, there were 53.5 million common shares outstanding. The average daily volume traded during 2014 was approximately 201,000 shares, compared to approximately 218,000 shares in 2013.

In March 2014, Norbord renewed its normal course issuer bid in accordance with Toronto Stock Exchange (TSX) rules. Under the bid, the Company may purchase up to 2,670,496 of its common shares, which represented approximately 5% of the 53.4 million issued and outstanding common shares as at February 24, 2014. Purchases under the bid will terminate on the earlier of March 5, 2015, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX, or the date Norbord provides notice of termination of the bid. No share purchases were made under this bid or the Company’s previous bid that expired on February 4, 2014.

Amendment to Warrant Indenture

As at December 31, 2012, the Company had 135.2 million common share purchase warrants outstanding, entitling holders to purchase 13.5 million common shares, at a price of CAD $13.60 per share, at any time prior to December 24, 2013. On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 to include a cashless exercise feature. This feature allowed warrant holders to elect to exercise their warrants on a cashless basis and receive common shares based on the in-the-money amount of their warrants. The Company’s Board of Directors approved this amendment on the recommendation of an independent committee comprising the five members of the Audit Committee. During 2013, 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million common shares. In addition, 0.8 million warrants were exercised on a cash basis resulting in the issuance of 0.1 million common shares for total proceeds of $1 million. In 2012, 1.1 million warrants were exercised resulting in the issuance of 0.1 million common shares for total proceeds of $1 million.

Dividends

On April 29, 2013, the Company’s Board of Directors approved a variable dividend policy which targets the payout to shareholders of a portion of expected future free cash flow through the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not the seasonality, of the business. Under this policy, the Board of Directors has declared dividends of CAD $0.60 per common share in each of the past seven quarters including the fourth quarter of 2014.

15 NORBORD 2014 ANNUAL REPORT

On December 8, 2014, in conjunction with the announcement of the combination with Ainsworth, the Company also announced that it anticipates that the Board of Directors of the combined entity will continue with the Company’s variable dividend policy. Taking into account growth and other attractive capital investment opportunities, and to maintain flexibility in the Company’s capital structure, the Board of Directors of the Company announced that it expected to set the quarterly dividend at CAD $0.25 per common share in the first quarter of 2015. In the arrangement agreement with Ainsworth, the Company has agreed to not pay more than CAD $0.25 per common share for any future quarterly dividends with a record date prior to the closing of the merger, after which the Board of Directors of the merged entity will determine the appropriate level of dividends on a quarterly basis.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the power to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

Stock Options

As at December 31, 2014, options on 1.6 million common shares were outstanding, with 48% vested. The exercise prices for the outstanding options range from CAD $6.50 to CAD $111.30, with expiry on various dates up to 2024. In 2014, no stock options were exercised (2013 – 0.9 million stock options were exercised resulting in the issuance of 0.9 million common shares for total proceeds of $12 million).

NORBORD 2014 ANNUAL REPORT 16

SELECTED QUARTERLY INFORMATION

										2014												2013
(US $ millions, except per share information, unless otherwise noted)	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		7	%		7	%		15	%		13	%		13	%		21	%		48	%		55	%
Return on equity (ROE)		3	%		5	%		10	%		6	%		2	%		21	%		46	%		60	%
Cash provided by (used for) operating activities		13			22			20			(26	)		35			63			101			45
Cash provided by (used for) operating activities per share		0.25			0.41			0.37			(0.49	)		0.68			1.18			1.91			1.01
SALES AND EARNINGS
Sales		282			302			311			303			302			311			365			365
Adjusted EBITDA		15			15			33			27			29			45			102			111
Earnings		3			5			11			7			2			27			53			67
PER COMMON SHARE
Basic earnings		0.06			0.09			0.21			0.13			0.04			0.51			1.00			1.51
Diluted earnings		0.06			0.09			0.20			0.13			0.04			0.50			0.99			1.26
Dividends paid		0.51			0.56			0.54			0.54			0.56			0.56			0.59			—
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		895			893			906			817			887			886			810			756
Europe		399			435			395			434			375			386			406			400
Indicative average OSB price
North Central ($/Msf–7/16”)		216			216			219			219			245			252			347			417
South East ($/Msf–7/16”)		181			177			199			193			192			207			313			396
Europe (€/m3)1		248			258			269			273			276			278			273			265

¹  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and Europe. Logs are generally consumed in the spring and summer months.

The price of and demand for OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the price of and demand for OSB in North America. The Company estimates that the annualized impact on adjusted EBITDA of a $10 per Msf (7/16-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $36 million or $0.67 per basic share (pre-tax). Regional pricing variations, particularly in the Southern US, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

17 NORBORD 2014 ANNUAL REPORT

Global commodity prices affect the prices of key raw material input costs, primarily fibre, resin, wax and energy. In each of the last five years, key input prices have increased as the broader US economic recovery gains traction. In 2014, the impact was more moderate as oil prices trended down in the fourth quarter, reversing a decade-long upward trend. In 2015, at current oil prices, downward pressure on input prices is expected to continue.

Norbord has relatively low exposure to the Canadian dollar due to a comparatively small manufacturing base in Canada, which comprises 12% of its panel production capacity. The Company estimates that the unfavourable impact of a one-cent (US) increase in the value of the Canadian dollar would negatively impact annual adjusted EBITDA by approximately $1 million when both of Norbord’s Canadian OSB mills operate at capacity.

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Costs related to Ainsworth Combination – Included in the fourth quarter of 2014 is $5 million ($0.09 per basic and diluted share) of transaction costs related to the announced business combination with Ainsworth.

Costs on Early Debt Extinguishment – Included in the fourth quarter of 2013 is a $17 million ($0.32 per basic and diluted share) premium (pre-tax) paid on the early extinguishment of the Company’s outstanding $240 million 6.25% senior notes due in 2015 and a related $3 million ($0.06 per basic and diluted share) write-off of unamortized debt issue costs.

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.13 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.09 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets. Included in the fourth quarter of 2013 is a $9 million ($0.17 per basic and diluted share) income tax recovery related to the recognition of a non-recurring deferred tax asset. Included in the third quarter of 2013 is a $9 million ($0.17 per basic and diluted share) non-recurring income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously expensed as well as a reduction in substantively enacted tax rates in the UK.

FOURTH QUARTER RESULTS

Norbord achieved positive adjusted EBITDA results for the 22nd consecutive quarter.

In the fourth quarter, North Central benchmark OSB prices averaged $216 per Msf (7/16-inch basis), unchanged from the prior quarter and down $29 per Msf from the fourth quarter of 2013. In the South East region, where approximately 55% of Norbord’s North American OSB capacity is located, prices averaged $181 per Msf in the quarter, up $4 from the prior quarter and down $11 from the fourth quarter of 2013. Quarter-over-quarter, European panel prices all declined by 2% due to the seasonal drawdown in demand. Year-over-year, particleboard and MDF prices were flat, while OSB prices were down 11% due to the impact of the Ukraine crisis.

In North America, shipments were in line with the prior quarter as four more fiscal days in the quarter were offset by more curtailed production days due to the seasonal slowdown in OSB demand. Shipments were modestly higher compared to the same quarter last year due to higher productivity partially offset a reduced production schedule. In Europe, the seasonal slowdown was also evident as shipment volumes decreased over the prior quarter. European shipments were higher compared to the same quarter last year due to fewer maintenance shutdown days taken this year.

NORBORD 2014 ANNUAL REPORT 18

Sales in the quarter were $282 million, compared to $302 million in both the third quarter of 2014 and fourth quarter of 2013. Quarter-over-quarter, sales decreased by $20 million primarily due to the foreign exchange translation impact of a weaker Pound Sterling versus the US dollar. Year-over-year, sales decreased by $20 million mainly due to lower North American and European OSB prices.

Norbord’s North American OSB mills produced at approximately 75% of capacity in both the fourth quarter of 2014 and 2013, compared to 80% in the third quarter of 2014. Norbord’s European mills produced at approximately 105% of capacity in the fourth quarter of 2014, compared to 95% in the fourth quarter of 2013 and 100% in the third quarter of 2014.

Norbord recorded earnings of $3 million ($0.06 per basic and diluted share) in the fourth quarter of 2014, in line with the $5 million ($0.09 per basic and diluted share) in the third quarter of 2014 and $2 million ($0.04 per basic and diluted share) in the fourth quarter of 2013. Current quarter earnings includes $5 million in Ainsworth combination costs and earnings in the fourth quarter of 2013 included $20 million (pre-tax) in costs on the early repayment of the 2015 senior notes. All comparative quarters included non-recurring income tax recoveries (see Selected Quarterly Information, Income Taxes section).

Norbord recorded adjusted EBITDA of $15 million in both the current and previous quarter and $29 million in the fourth quarter of 2013. Adjusted EBITDA changes are summarized in the variance table below:

(US $ millions)	Q4 2014 vs. Q3 2014			Q4 2014 vs. Q4 2013
Adjusted EBITDA – current period	$	15		$	15
Adjusted EBITDA – comparative period		15			29
Variance		—			(14	)
Mill nets1		(3	)		(23	)
Volume2		3			4
Key input prices3		—			(2	)
Key input usage3		(2	)		4
Mill profit share and bonus		—			1
Maintenance and other4		2			2
Total	$	—		$	(14	)

¹  The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

²  The volume variance represents the impact of shipment volume changes across all products.

³  The key inputs include fibre, resin, wax and energy.

⁴  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

Adjusted EBITDA

(US $ millions)	Q4 2014			Q3 2014			Q4 2013
North America	$	6		$	7		$	21
Europe		11			11			12
Unallocated		(2	)		(3	)		(4	)
Total	$	15		$	15		$	29

Norbord’s North American operations generated adjusted EBITDA of $6 million in the fourth quarter of 2014, versus $7 million in the third quarter of 2014 and $21 million in the fourth quarter of 2013. Quarter-over-quarter, the decrease in adjusted EBITDA of $1 million was primarily attributed to lower OSB prices. The year-over-year decrease of $15 million was primarily attributed to significantly lower OSB prices partially offset by lower raw material usages and higher shipment volume.

19 NORBORD 2014 ANNUAL REPORT

In the fourth quarter, Norbord’s North American OSB cash production costs per unit (excluding mill profit share) were flat versus the third quarter of 2014 as the impact of the additional production curtailments was offset by the impact of four additional fiscal days in the quarter. OSB cash production costs per unit (excluding mill profit share) decreased by 1% over the fourth quarter of 2013, attributed to higher shipment volume, lower raw material usages, and fewer maintenance shutdown days, partially offset by the impact of additional production curtailments and higher fibre and resin prices.

Norbord’s European operations generated adjusted EBITDA of $11 million in both the fourth and third quarters of 2014, versus $12 million in the fourth quarter of 2013. Quarter-over-quarter, adjusted EBITDA was flat as lower panel prices were offset by lower supplies and maintenance costs. The year-over-year decrease of $1 million is primarily attributed to lower OSB prices and higher fibre prices, partially offset by higher shipment volume and lower raw material usages.

Year-over-year, unallocated costs decreased primarily due to lower incentive compensation and the foreign exchange translation impact of a weaker Canadian dollar.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during 2014:

Indemnity Commitment

As at December 31, 2014, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company provided certain administrative services to Brookfield which were charged on a cost recovery basis. In addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2014, the fees for services rendered and the cost of goods purchased was less than $1 million (2013 – $3 million) and were charged at market rates.

Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2014		2013
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		1
	$	3	$	5

FINANCIAL POLICIES

Capital Allocation

Norbord considers effective capital allocation to be critical to its success. Capital is invested only when Norbord expects returns to exceed pre-determined thresholds, taking into consideration both the degree and magnitude of the relative risks and rewards and, if appropriate, strategic considerations in the establishment of new business activities or maintenance of existing business activities. Post-investment reviews are conducted on capital investment decisions to assess the results against planned project returns.

NORBORD 2014 ANNUAL REPORT 20

Liquidity

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in attractive investment opportunities as they arise, and to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At year-end, the Company had unutilized liquidity of $367 million, comprising $25 million in cash and cash equivalents, $100 million undrawn under its accounts receivable securitization program and $242 million in unutilized committed revolving bank lines with nine international financial institutions, available to support its liquidity requirements.

Credit Ratings

Maintaining a stable balance sheet is an important element of Norbord’s financing strategy. Norbord believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions).

At January 27, 2015, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Stable	Stable	Stable

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded to debt securities by the rating agencies are not recommendations to purchase, hold or sell the debt securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgement, circumstances warrant.

Use of Financial Instruments

Norbord uses derivative financial instruments solely for the purpose of managing its interest rate, foreign exchange and commodity price exposures, as further detailed in the Risks and Uncertainties section. These activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement and reporting. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures and, accordingly, all gains and losses on these instruments are recognized in the same manner as the item being hedged.

CHANGES IN ACCOUNTING STANDARDS

(i) Levies

IFRIC 21, Levies (IFRIC 21), was issued by the IASB on May 20, 2013 and provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 became effective for the Company on January 1, 2014 and did not have an impact on the Company’s financial statements.

21 NORBORD 2014 ANNUAL REPORT

FUTURE CHANGES IN ACCOUNTING POLICIES

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 is effective for the year ending December 31, 2017. The Company is currently assessing the impact of IFRS 15 on its financial statements.

SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to select appropriate accounting policies to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In particular, significant accounting policies, judgements and estimates utilized in the normal course of preparing the Company’s financial statements require management to make critical determinations that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Actual results could materially differ from those estimates.

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. For further information on the Company’s significant accounting policies, refer to note 2 of the consolidated financial statements.

RISKS AND UNCERTAINTIES

Norbord is exposed to a number of risks and uncertainties in the normal course of its business which could have a material adverse effect on the Company’s business, financial position, operating results and cash flows. A discussion of some of the major risks and uncertainties follows.

Product Concentration and Cyclicality

OSB accounts for almost 85% of Norbord’s panel production capacity. The price of OSB is one of the most volatile in the wood products industry. Norbord’s concentration on OSB increases its sensitivity to product pricing and may result in a high degree of sales and earnings volatility.

NORBORD 2014 ANNUAL REPORT 22

Norbord’s financial performance is principally dependent on the selling price of its products. Most of Norbord’s products are traded commodities for which no liquid futures markets exist. The markets for most of Norbord’s products are highly cyclical and characterized by periods of supply and demand imbalance, during which its product prices have tended to fluctuate significantly. In addition, since many of Norbord’s products are used for new home construction, seasonal and annual weather changes can affect demand and sales volumes. These imbalances, which may affect different areas of Norbord’s business at different times, are influenced by numerous factors that are beyond Norbord’s control and include: changes in global and regional production capacity for a particular product or group of products; changes in the end use of those products, or the increased use of substitute products; and the overall level of economic activity in the regions in which Norbord conducts business. In the past, Norbord has been negatively affected by declines in product pricing and has taken production downtime to manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for Norbord’s products, particularly OSB, could seriously harm the Company’s financial position, operating results and cash flows, including the ability to satisfy interest and principal payments on outstanding debt.

Based on operations running at full capacity, the following table shows the approximate annualized impact of changes in product prices on adjusted EBITDA:

	Sensitivity Factor	Impact on adjusted EBITDA (US $ millions)
OSB – North America	$10 per Msf–7/16”	$	36
OSB – Europe	€10 per m3		7

Liquidity

Norbord relies on long-term borrowings, access to revolving bank lines and an accounts receivable securitization program to fund its ongoing operations. The Company’s ability to refinance or renew such facilities is dependent upon financial market conditions. Although Norbord has notes maturing in 2017 and 2020 and has bank lines that are committed to 2016, financing may not be available when required or may not be available on commercially favourable or otherwise satisfactory terms in the future.

Competition

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the US, where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers. Certain competitors may have lower-cost facilities than Norbord. Norbord’s ability to compete in these and other markets is dependent on a variety of factors, such as manufacturing costs, availability of key production inputs, continued free access to markets, customer service, product quality, financial resources and currency exchange rates. In addition, competitors could develop new cost-effective substitutes for Norbord’s wood-based panels, or building codes could be changed making the use of Norbord’s products less attractive for certain applications.

23 NORBORD 2014 ANNUAL REPORT

Customer Dependence

Norbord sells its products primarily to major retail chains, contractor supply yards and industrial manufacturers, and faces strong competition for the business of significant customers. In 2014, Norbord had one customer whose purchases represented greater than 10% of total sales. Norbord generally does not have contractual assurances of future sales. As a result, the loss of a significant customer or any significant customer order cancellations could negatively affect the Company’s sales and earnings. Continued consolidation in the retail industry could expose Norbord to increased concentration of customer dependence and increase customers’ ability to exert pricing pressure on Norbord.

Manufacturing Inputs

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin, wax and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond the Company’s control. Norbord may not be able to hedge the purchase price of manufacturing inputs or pass increased costs on to its customers.

Fibre Resource

As Norbord does not own any timberlands, it purchases timber, wood chips and fibre as well as other wood recycled materials on the open market, in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to the Company’s operations. In addition, Norbord’s supply and cost of fibre may be negatively impacted by increased demand resulting from market-based or legislative initiatives to use wood-based biomass materials in the production of heat, electricity and other bio-based products.

Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Europe, wood fibre is purchased from the government and private landowners. Fibre for OSB comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s Canadian mills source roundwood logs primarily from private landholders and hold forestry licences and agreements to source aspen and birch from Crown timberlands in Quebec. Most of this Crown volume is harvested and delivered by third parties that also hold licences to operate in these areas.

The Crown licences require the payment of stumpage fees for the timber harvested and compliance with specified rehabilitation and silvicultural management practices. The licences cover periods ranging from 20 to 25 years and are renewed or extended every five years. They can be revoked or cancelled for non-performance and contain terms and conditions that could, under certain circumstances, result in a reduction of annual allowable timber that may be harvested by Norbord without any compensation.

Third-Party Transportation Services

Norbord relies on third-party transportation services for delivery of products to customers as well as for delivery of raw materials from suppliers. The majority of products manufactured and raw materials used are transported by rail or truck, which are highly regulated. Transportation rates and fuel surcharges are influenced by factors beyond Norbord’s control. Any failure of third-party transportation providers to deliver finished goods or raw materials in a timely manner could harm the Company’s reputation, negatively affect customer relationships or disrupt production at the Company’s mills.

Employee Retention and Labour Relations

Norbord’s success depends in part on its ability to attract and retain senior management and other key employees. Competition for qualified personnel depends on economic and industry conditions, competitors’ hiring practices and the effectiveness of Norbord’s compensation programs. The loss of, or inability to recruit and retain, any such personnel could impact the Company’s ability to execute on its strategy.

NORBORD 2014 ANNUAL REPORT 24

Norbord’s US employees are non-unionized while its UK, Belgian and most of its Canadian employees are unionized – representing just under one-half of the workforce. All of Norbord’s UK and Belgian union contracts are evergreen. Canadian union contracts typically cover a three to five-year term, and the current contract with the Communications, Energy and Paperworkers Union (now Unifor) representing members at the OSB mill in La Sarre, Quebec expires June 30, 2016. Strikes or work stoppages could result in lost production and sales, higher costs or supply constraints if Norbord is unable to negotiate acceptable contracts with its various trade unions upon expiry.

Environmental Matters

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation. Failure to comply with applicable environmental laws and regulations could result in fines, penalties or other enforcement actions that could impact Norbord’s production capacity or increase its production costs. The Company has incurred, and expects to continue to incur, capital expenditures and operating costs to comply with applicable environmental laws and regulations. In addition, environmental laws and regulations could become more stringent in the future.

Product Liability and Legal Proceedings

Norbord produces a variety of wood-based panels that are used in new home construction, repair-and-remodelling of existing homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of Norbord’s products have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims related to product quality or performance issues. In addition, Norbord has been in the past and may in the future be involved in legal proceedings related to antitrust, negligence, personal injury, property damage and other claims against the Company or its predecessors. Norbord could face increased costs if any future claims exceed purchased insurance coverage.

Natural Events

Norbord’s business is exposed to numerous natural events, such as forest fires, adverse weather conditions, insect infestation, disease, prolonged drought and other natural disasters, that are not insurable events. If such an event occurs, Norbord may need to curtail production or incur increased fibre or other costs.

Capital Intensity

The production of wood-based panels is capital intensive. There can be no assurance that key pieces of equipment will not need to be repaired or replaced. In certain circumstances, the costs of repairing or replacing equipment, and the associated downtime of the affected production line, may not be insurable.

Tax Exposures

Norbord takes various tax-filing positions in the normal course of business, and there can be no assurance that tax authorities will not challenge such filing positions. In addition, Norbord is subject to further uncertainties concerning the interpretation and application of tax laws in various operating jurisdictions. Norbord provides for known estimated tax exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional taxing authorities. However, future settlements could differ materially from the Company’s estimated liabilities.

Currency Exposures

Norbord reports its financial results in US dollars. A portion of Norbord’s product prices and costs are influenced by relative currency values (particularly the Pound Sterling, Euro and Canadian dollar). Significant fluctuations in relative currency values could negatively affect the cost competitiveness of the Company’s facilities, the value of its foreign investments, the results of its operations and its financial position.

25 NORBORD 2014 ANNUAL REPORT

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

Defined Benefit Pension Plan Funding

Although Norbord’s defined benefit pension plans are all closed to new entrants, the Company continues to be subject to market risk on the plan assets and obligations related to existing members. Defined benefit pension plan funding requirements are based on actuarial valuations that make assumptions about the long-term expected rate of return on assets, salary escalation, life expectancy and discount rates. The Company’s latest funding valuations indicate the plans are in a solvency deficit position and therefore Norbord is required to make accelerated cash funding contributions. If actual experience differs from these assumptions or any of these assumptions change such that the solvency deficit increases, the Company would be required to increase cash funding contributions, reducing the availability of such funds for other corporate purposes.

ASSESSMENT OF AND CHANGES IN INTERNAL CONTROLS AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING

In accordance with the requirements of National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the operating effectiveness of the Company’s internal control over financial reporting. Management of Norbord is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO, and it is effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. Based on this assessment, management believes that, as of December 31, 2014, the Company’s internal control over financial reporting is operating effectively. Management determined that there were no material weaknesses in the Company’s internal control over financial reporting as of December 31, 2014. There have been no changes in Norbord’s internal control over financial reporting during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO and CFO, on a timely basis so that appropriate decisions can be made regarding annual and interim financial statement disclosure. An evaluation of the effectiveness of the design and operation of disclosure controls and procedures was conducted as of December 31, 2014 by Norbord’s management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded that Norbord’s disclosure controls and procedures, as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, are effective.

NORBORD 2014 ANNUAL REPORT 26

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted EBITDA is defined as earnings determined in accordance with IFRS before finance costs, income taxes, depreciation and other unusual or non-recurring items. Non-recurring items include costs related to the Ainsworth combination, costs on early debt extinguishment, and provision for non-core operation. As Norbord operates in a cyclical commodity business, Norbord interprets adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views adjusted EBITDA as a measure of gross profit and interprets adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles EBITDA and adjusted EBITDA to IFRS Earnings:

(US $ millions)	2014			2013		2012		2011			2010
Earnings	$	26		$	149	$	71	$	(11	)	$	13
Add: Finance costs		30			37		37		33			34
(Less) Add: Income tax (recovery) expense		(31	)		25		27		(28	)		1
Add: Depreciation		60			56		53		51			51
EBITDA		85			267		188		45			99
Add: Costs related to Ainsworth combination		5			—		—		—			—
Add: Costs on early debt extinguishment		—			20		—		—			—
Add: Provision for non-core operation		—			—		—		—			8
Adjusted EBITDA	$	90		$	287	$	188	$	45		$	107

EBITDA margin (%) is defined as adjusted EBITDA as a percentage of sales. When compared with industry statistics and prior periods, adjusted EBITDA margin can be a useful indicator of operating efficiency and a company’s ability to compete successfully with its peers. Norbord interprets adjusted EBITDA margin trends as indicators of relative operating performance.

Operating working capital is defined as accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	2014			2013			2012			2011			2010
Accounts receivable	$	121		$	130		$	125		$	102		$	90
Inventory		125			120			98			88			84
Accounts payable and accrued liabilities		(181	)		(206	)		(173	)		(162	)		(164	)
Operating working capital	$	65		$	44		$	50		$	28		$	10

27 NORBORD 2014 ANNUAL REPORT

Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	2014		2013		2012		2011		2010
Operating working capital	$	65	$	44	$	50	$	28	$	10
Cash and cash equivalents		25		193		128		83		111
Tax receivable		4		11		—		5		6
Total working capital	$	94	$	248	$	178	$	116	$	127

Capital employed is defined as the sum of property, plant and equipment, operating working capital, tax receivable and other assets less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, operating working capital, tax receivable and other assets.

(US $ millions)	2014			2013			2012			2011			2010
Property, plant and equipment	$	800		$	794		$	764		$	787		$	814
Accounts receivable		121			130			125			102			90
Tax receivable		4			11			—			5			6
Inventory		125			120			98			88			84
Accounts payable and accrued liabilities		(181	)		(206	)		(173	)		(162	)		(164	)
Other assets		—			—			—			5			13
Capital employed	$	869		$	849		$	814		$	825		$	843

ROCE (return on capital employed) is adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it monitors ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is earnings available to common shareholders divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is an non-IFRS measure and is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

Total shareholder return is a useful measure of the return on an investment in Norbord common shares, including share-price appreciation and dividends. The calculation assumes the reinvestment of all dividends in shares of Norbord.

Net debt is the principal value of long-term debt, including the current portion and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	2014			2013			2012			2011			20101
Long-term debt, principal value	$	440		$	440		$	440		$	440		$	440
Less: Cash and cash equivalents		(25	)		(193	)		(128	)		(83	)		(113	)
Net debt		415			247			312			357			327
Add: Letters of credit		3			4			3			3			10
Net debt for financial covenant purposes	$	418		$	251		$	315		$	360		$	337

¹  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

NORBORD 2014 ANNUAL REPORT 28

Tangible net worth consists of shareholders’ equity. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011.

(US $ millions)	2014		2013			2012		2011		20101
Shareholders’ equity	$	359	$	476		$	386	$	300	$	352
Add: IFRS transitional adjustments		21		21			21		21		—
Add: Other comprehensive income movement2		24		(5	)		15		22		—
Tangible net worth	$	404	$	492		$	422	$	343	$	352

¹  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

²  Cumulative subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt divided by the sum of net debt and tangible net worth. Net debt to capitalization on a book basis is a measure of a company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt divided by the sum of net debt and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of a company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

29 NORBORD 2014 ANNUAL REPORT

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “projects,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; and (16) expectations regarding the time necessary to satisfy the conditions to closing of the pending Ainsworth transaction.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (7) impact of changes to, or non-compliance with, environmental regulations; (8) impact of any product liability claims in excess of insurance coverage; (9) risks inherent to a capital intensive industry; (10) impact of future outcomes of tax exposures; and (11) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information.

NORBORD 2014 ANNUAL REPORT 30

EX-99.7

Exhibit 99.7

JANUARY 27, 2015

Management’s Responsibility for the Financial Statements

The accompanying consolidated financial statements and all information in this annual report are the responsibility of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards. Financial statements are not precise since they include certain amounts based upon estimates and judgements. When alternative methods exist, management has chosen those it deems to be the most appropriate in the circumstances in order to ensure that the consolidated financial statements are presented fairly, in all material respects, in accordance with International Financial Reporting Standards.

The Company maintains systems of internal controls, which are designed to provide reasonable assurance that accounting records are reliable and to safeguard the Company’s assets.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board and reviews the consolidated financial statements and Management’s Discussion and Analysis, considers the report of the external auditors, assesses the adequacy of the internal controls of the Company, approves the services provided by the external auditors, examines the fees and expenses for audit services, and recommends to the Board the independent auditors for appointment by the shareholders. The Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the shareholders.

/s/ PETER C. WIJNBERGEN	/s/ ROBIN E. LAMPARD
PETER C. WIJNBERGEN	ROBIN E. LAMPARD
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer

1 NORBORD 2014 ANNUAL REPORT

Independent Auditors’ Report

To the Shareholders of Norbord Inc.

We have audited the accompanying consolidated financial statements of Norbord Inc., which comprise the consolidated balance sheets as at December 31, 2014 and December 31, 2013, the consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Norbord Inc. as at December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

/s/ KPMG LLP

KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

January 27, 2015

Toronto, Canada

NORBORD 2014 ANNUAL REPORT 2

Consolidated Balance Sheets

(US $ millions)	Note	Dec 31, 2014		Dec 31, 2013
Assets
Current assets
Cash and cash equivalents		$	25	$	193
Accounts receivable	3		121		130
Tax receivable			4		11
Inventory	4		125		120
			275		454
Non-current assets
Property, plant and equipment	5		800		794
Deferred income tax assets	9		29		14
			829		808
		$	1,104	$	1,262
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	181	$	206
Non-current liabilities
Long-term debt	6		434		433
Other liabilities	7		31		27
Deferred income tax liabilities	9		99		120
			564		580
Shareholders’ equity	10		359		476
		$	1,104	$	1,262

(See accompanying notes)

On behalf of the Board:

/s/ ROBERT J. HARDING	/s/ PETER C. WIJNBERGEN
ROBERT J. HARDING	PETER C. WIJNBERGEN
Chair	President and Chief Executive Officer

3 NORBORD 2014 ANNUAL REPORT

Consolidated Statements of Earnings

Years ended December 31 (US $ millions, except per share information)	Note	2014			2013
Sales		$	1,198		$	1,343
Cost of sales			(1,097	)		(1,042	)
General and administrative expenses			(11	)		(14	)
Earnings before finance costs, costs related to Ainsworth combination, costs on early debt extinguishment, income tax and depreciation			90			287
Finance costs	3, 6		(30	)		(37	)
Costs related to Ainsworth combination	18		(5	)		—
Costs on early debt extinguishment	6		—			(20	)
Earnings before income tax and depreciation			55			230
Depreciation	5		(60	)		(56	)
Income tax recovery (expense)	9		31			(25	)
Earnings		$	26		$	149
Earnings per common share	11
Basic		$	0.49		$	2.92
Diluted			0.48			2.79

(See accompanying notes)

Consolidated Statements of Comprehensive (Loss) Income

Years ended December 31 (US $ millions)	Note	2014			2013
Earnings		$	26		$	149
Other comprehensive income, net of tax
Item that will not be reclassified to earnings:
Actuarial (loss) gain on post-employment obligations	9		(6	)		15
Item that may be reclassified subsequently to earnings:
Foreign currency translation (loss) gain on foreign operations	9		(23	)		4
Other comprehensive (loss) income, net of tax			(29	)		19
Comprehensive (loss) income		$	(3	)	$	168

(See accompanying notes)

NORBORD 2014 ANNUAL REPORT 4

Consolidated Statements of Changes in Shareholders’ Equity

Years ended December 31 (US $ millions)	Note	2014			2013
Share capital
Balance, beginning of year		$	661		$	346
Issue of common shares	10		1			315
Balance, end of year		$	662		$	661
Contributed surplus
Balance, beginning of year		$	6		$	44
Stock-based compensation	10		1			1
Warrants and stock options exercised	10		—			(39	)
Balance, end of year		$	7		$	6
Retained earnings
Balance, beginning of year		$	(190	)	$	(11	)
Transfer to accumulated other comprehensive income	10		—			26
Adjusted balance, beginning of year			(190	)		15
Earnings			26			149
Common share dividends			(116	)		(91	)
Warrants exercised	10		—			(263	)
Balance, end of yeari		$	(280	)	$	(190	)
Accumulated other comprehensive (loss) income
Balance, beginning of year		$	(1	)	$	6
Transfer from retained earnings	10		—			(26	)
Adjusted balance, beginning of year			(1	)		(20	)
Other comprehensive (loss) income			(29	)		19
Balance, end of year	10	$	(30	)	$	(1	)
Shareholders’ equity		$	359		$	476

(See accompanying notes)

ⁱ Retained earnings comprised of:

Deficit arising on cashless exercise of warrants in 2013 (note 10)	$	(263	)	$	(263	)
All other retained earnings		(17	)		73

5 NORBORD 2014 ANNUAL REPORT

Consolidated Statements of Cash Flows

Years ended December 31 (US $ millions)	Note	2014			2013
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings		$	26		$	149
Items not affecting cash:
Depreciation			60			56
Deferred income tax	9		(35	)		26
Other items			(5	)		19
			46			250
Net change in non-cash operating working capital balances	12		(24	)		5
Net change in tax receivable			7			(11	)
			29			244
Investing activities
Investment in property, plant and equipment			(81	)		(79	)
Financing activities
Common share dividends paid			(115	)		(91	)
Debt issue costs	6		(1	)		(5	)
Repayment of debt	6		—			(240	)
Issue of debt	6		—			240
Costs on early debt extinguishment	6		—			(17	)
Issue of common shares, net	10		—			13
			(116	)		(100	)
Cash and cash equivalents
(Decrease) increase during the year			(168	)		65
Balance, beginning of year			193			128
Balance, end of year	12	$	25		$	193

(See accompanying notes, including note 12 for supplemental cash flow information.)

NORBORD 2014 ANNUAL REPORT 6

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc., or any of its consolidated subsidiaries and affiliates, a related party by virtue of a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 13 plant locations in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and Interpretations of the International Financial Reporting Interpretations Committee. These financial statements were authorized for issuance by the Board of Directors of the Company on January 27, 2015.

(b) Basis of Presentation

These consolidated financial statements include the accounts of the Company and all its wholly-owned subsidiaries.

(c) Basis of Measurement

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value (as described in note 14).

(d) Functional and Presentation Currency

The US dollar is the functional and presentation currency of the Company. Each of the Company’s subsidiaries determines its functional currency, and items included in the financial statements of each subsidiary are measured using that functional currency.

(e) Changes in Accounting Standards

Levies

In May 2013, the IASB issued IFRIC 21, Levies (IFRIC 21), which provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 became effective for the Company on January 1, 2014 and did not have an impact on the Company’s financial statements.

(f) Foreign Currency Translation

Assets and liabilities of foreign operations having a functional currency other than the US dollar are translated at the rate of exchange prevailing at the reporting date, and revenues and expenses at average rates during the period. Gains or losses on translation are included as a component of shareholders’ equity in accumulated other comprehensive income. Gains or losses on foreign currency-denominated balances and transactions that are designated as hedges of net investments in these operations are reported in the same manner.

Foreign currency-denominated monetary assets and liabilities of the Company and its subsidiaries are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in

7 NORBORD 2014 ANNUAL REPORT

earnings. Gains or losses on transactions that hedge these items are also included in earnings. Revenue and expenses are measured at average rates during the period. Foreign currency-denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date. Foreign exchange gains or losses arising from monetary assets or liabilities in a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (OCI).

(g) Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits, and investment-grade money market securities and bank term deposits with maturities of 90 days or less from the date of purchase. Cash and cash equivalents are recorded at fair value.

(h) Inventories

Inventories of finished goods, raw materials and operating and maintenance supplies are valued at the lower of cost and net realizable value, with cost determined on an average cost basis. The cost of finished goods inventories includes direct material, direct labour and an allocation of overhead.

(i) Property, Plant and Equipment

Property, plant and equipment is recorded at cost less accumulated depreciation. Borrowing costs are included as part of the cost of a qualifying asset. Property and plant includes land and buildings. Buildings are depreciated on a straight-line basis over 20 to 40 years. Production equipment is depreciated using the units-of-production basis. This method amortizes the cost of equipment over the estimated units to be produced during its estimated useful life, which ranges from 10 to 25 years. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The rates of depreciation are intended to fully depreciate manufacturing and non-manufacturing assets over their useful lives. These periods are assessed at least annually to ensure that they continue to approximate the useful lives of the related assets.

Property, plant and equipment is tested for impairment only when there is an indication of impairment. Impairment testing is a one-step approach for both testing and measurement, with the carrying value of the asset or group of assets compared directly to the higher of fair value less costs to sell and value in use. Fair value is measured at the sale price of the asset or group of assets in an arm’s length transaction. Value in use is based on the cash flows of the asset or group of assets, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The projection of future cash flows takes into account the relevant operating plans and management’s best estimate of the most probable set of conditions anticipated to prevail. Where an impairment loss exists, it is recorded against earnings. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying value that would have remained had no impairment loss been recognized previously. IFRS requires such reversals to be recognized in earnings if certain criteria are met.

(j) Employee Future Benefits

Norbord sponsors various defined benefit and defined contribution pension plans, which cover substantially all employees and are funded in accordance with applicable plan and regulatory requirements. The benefits under Norbord’s defined benefit pension plans are generally based on an employee’s length of service and their final five years’ average salary; the plans do not provide for indexation of benefit payments.

The measurement date for all defined benefit pension plans is December 31. The obligations associated with Norbord’s defined benefit pension plans are actuarially valued using the projected unit credit method, management’s best estimate assumptions, salary escalation, inflation, life expectancy, and a current market discount rate. Assets are measured at fair value. The obligation in excess of plan assets is recorded as a liability. All actuarial gains or losses are recognized immediately through OCI.

NORBORD 2014 ANNUAL REPORT 8

(k) Financial Instruments

The Company periodically utilizes derivative financial instruments solely to manage its foreign currency, interest rate and commodity price exposures in the ordinary course of business. Derivatives are not used for trading or speculative purposes. All hedging relationships, risk management objectives and hedging strategies are formally documented and periodically assessed to ensure that the changes in the value of these derivatives are highly effective in offsetting changes in the fair values, net investments or cash flows of the hedged exposures. Accordingly, all gains and losses (realized and unrealized, as applicable) on such derivatives are recognized in the same manner as gains and losses on the underlying exposure being hedged. Any resulting carrying amounts are included in other assets if there is an unrealized gain on the derivative, or in other liabilities if there is an unrealized loss on the derivative.

The fair values of the Company’s derivative financial instruments are determined by using observable market inputs for similar assets and liabilities. These fair values reflect the estimated amount that the Company would have paid or received if required to settle all outstanding contracts at period-end. The fair value measurements of the Company’s derivative financial instruments are classified as Level 2 of a three-level hierarchy, as fair value of these derivative instruments is based on observable market inputs. This fair value represents a point-in-time estimate that may not be relevant in predicting the Company’s future earnings or cash flows.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. However, the Company’s Board-approved financial policies require that derivative transactions be executed only with approved highly rated counterparties under master netting agreements; therefore, the Company does not anticipate any non-performance.

The carrying value of the Company’s non-derivative financial instruments approximates fair value, except where disclosed in these notes. Fair values disclosed are determined using actual quoted market prices or, if not available, indicative prices based on similar publicly traded instruments.

(l) Debt Issue Costs

The Company accounts for transaction costs that are directly attributable to the issuance of long-term debt by deducting such costs from the carrying value of the long-term debt. The capitalized transaction costs are amortized to interest expense over the term of the related long-term debt using the effective interest rate method.

(m) Income Taxes

The Company uses the asset and liability method of accounting for income taxes and provides for temporary differences between the tax basis and carrying amounts of assets and liabilities. Accordingly, deferred tax assets and liabilities are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and laws that have been substantively enacted at the balance sheet date. In addition, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the year of enactment or substantive enactment. Current and deferred income taxes relating to items recognized directly in other comprehensive income are also recognized directly in other comprehensive income. The Company assesses recoverability of deferred tax assets based on the Company’s estimates and assumptions. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. Previously unrecognized tax assets are recognized to the extent that it has become probable that future taxable profit will support their realization, or derecognized to the extent it is no longer probable that the tax assets will be recovered.

9 NORBORD 2014 ANNUAL REPORT

The Company has certain non-monetary assets and liabilities for which the tax reporting currency is different from the functional currency. Any translation gains or losses arising on the remeasurement of these items at current exchange rates versus historic exchange rates which give rise to a temporary difference are recorded as a deferred tax asset or liability.

(n) Share-Based Payments

The Company issues share-based awards to certain employees in the form of stock options that vest evenly over a five-year period. The fair value of the awards on the grant date is determined using a fair value model (Black-Scholes option pricing model). Each tranche of the award is considered to be a separate grant based on its respective vesting period. The fair value of each tranche is determined separately on the date of grant and recognized as compensation expense, net of forfeiture estimate, over the term of its respective vesting period, with a corresponding increase to contributed surplus. Upon exercise of the award the issued shares are recorded at the corresponding amount in contributed surplus, plus the cash proceeds received.

(o) Revenue Recognition

Sales are recognized when the risks and rewards of ownership pass to the purchaser. This is generally when goods are shipped. Sales are recorded net of discounts.

Sales are governed by contract or by standard industry terms. Revenue is not recognized prior to the completion of those terms. The majority of product is shipped via third-party transport on a freight-on-board shipping point basis. In all cases, product is subject to quality testing by the Company to ensure it meets applicable standards prior to shipment.

(p) Impairment of Non-Derivative Financial Assets

Financial assets not classified at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment.

(q) Measurements of Fair Value

A number of the Company’s accounting policies and disclosures require the measurement of fair value, for both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then management assesses the evidence obtained from these sources to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

Significant valuation issues are reported to the Company’s Audit Committee.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation technique as follows:

Level 1	–	unadjusted quoted prices available in active markets for identical assets or liabilities;
Level 2	–	inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3	–	inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(r) Critical Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make critical judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ materially from those estimates. Such differences in estimates are recognized when realized on a prospective basis.

NORBORD 2014 ANNUAL REPORT 10

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. The significant estimates and judgements used in determining the recorded amount for assets and liabilities in the financial statements include the following:

A. Judgements

Information about management’s judgement made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are:

(i) Functional Currency

The Company assesses the relevant factors related to the primary economic environment in which its entities operate to determine the functional currency.

(ii) Income Taxes

In the normal course of operations, judgement is required in assessing tax interpretations, regulations and legislation and in determining the provision for income taxes, deferred tax assets and liabilities. To the extent that a recognition or derecognition of a deferred tax asset is required, current period earnings or OCI will be affected.

B. Estimates

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended December 31, 2014 are:

(i) Inventory

The Company estimates the net realizable value of its inventory using estimates regarding future selling prices.

(ii) Property, Plant and Equipment

When determining the value in use of property, plant and equipment during impairment testing, the Company uses the following critical estimates: the timing of forecasted revenues; future selling prices and margins; future sales volumes; maintenance and other capital expenditures; discount rates; useful lives; and residual values.

(iii) Employee Benefit Plans

The net obligations associated with the defined benefit pension plans are actuarially valued using: the projected unit credit method; management’s best estimates for salary escalation, inflation and life expectancy; and a current market discount rate to match the timing and amount of pension payments.

(iv) Income Taxes

Current income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of recoveries, based on the tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

11 NORBORD 2014 ANNUAL REPORT

(v) Financial Instruments

The critical assumptions and estimates used in determining the fair value of financial instruments are: equity and commodity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates; and volatility utilized in option valuations.

(s) Future Changes in Accounting Policies

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15), which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 is effective for the year ending December 31, 2017. The Company is currently assessing the impact of IFRS 15 on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $102 million (December 31, 2013 – $113 million) in accounts receivable and did not have any drawings (December 31, 2013 – $nil) relating to this program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings fluctuates with the level of accounts receivable transferred, the timing of cash settlements and the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 13). The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as interest expense.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at January 27, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

NORBORD 2014 ANNUAL REPORT 12

NOTE 4. INVENTORY

(US $ millions)	Dec 31, 2014		Dec 31, 2013
Raw materials	$	30	$	31
Finished goods		51		48
Operating and maintenance supplies		44		41
	$	125	$	120

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $2 million (December 31, 2013 – $1 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions)	2014		2013
Cost of inventories	$	1,061	$	1,005
Depreciation on property, plant and equipment		60		56
	$	1,121	$	1,061

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Cost
December 31, 2012	$	10	$	120		$	768		$	19		$	917
Additions		—		—			15			68			83
Disposals		—		—			(23	)		—			(23	)
Transfers		—		—			43			(43	)		—
Effect of translation		—		2			2			—			4
December 31, 2013		10		122			805			44			981
Additions		—		—			33			45			78
Disposals		—		—			(6	)		—			(6	)
Transfers		—		8			57			(65	)		—
Effect of translation		—		(3	)		(13	)		—			(16	)
December 31, 2014	$	10	$	127		$	876		$	24		$	1,037
Accumulated depreciation
December 31, 2012	$	—	$	24		$	129		$	—		$	153
Depreciation		—		8			48			—			56
Disposals		—		—			(23	)		—			(23	)
Effect of translation		—		1			—			—			1
December 31, 2013		—		33			154			—			187
Depreciation		—		8			52			—			60
Disposals		—		—			(6	)		—			(6	)
Effect of translation		—		(1	)		(3	)		—			(4	)
December 31, 2014	$	—	$	40		$	197		$	—		$	237
Net
December 31, 2013	$	10	$	89		$	651		$	44		$	794
December 31, 2014		10		87			679			24			800

During the year, $1 million (December 31, 2013 – $nil) in interest costs were capitalized and included as part of the cost of qualifying assets.

13 NORBORD 2014 ANNUAL REPORT

NOTE 6. LONG-TERM DEBT

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Principal amount
Senior secured notes due 2017	$	200		$	200
5.375% senior secured notes due 2020		240			240
		440			440
Debt issue costs		(6	)		(7	)
	$	434		$	433

Maturities of long-term debt are as follows:

(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Maturities of long-term debt	$	—	$	—	$	200	$	—	$	—	$	240	$	440

As at December 31, 2014, the effective interest rate on the Company’s debt-related obligations was 6.4% (2013 – 6.4%).

The components of finance costs were as follows:

(US $ millions)	2014		2013
Interest on long-term debt1	$	27	$	31
Amortization of debt issue costs		1		3
Revolving bank lines fees		1		2
		29		36
Net interest expense on net pension obligation		1		1
Total finance costs	$	30	$	37

¹  Net of capitalized interest of $1 million and $nil, respectively (note 5).

Senior Secured Notes Due 2017

The Company’s senior secured notes due in 2017 bear a fixed interest rate that varies with the changes in the Company’s credit ratings. In 2014 and 2013, the interest rate was 7.70%.

Senior Secured Notes Due 2020

In November 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and committed revolving bank lines. In December 2013, the Company used the proceeds to early redeem the then existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015. As a result, a premium of $17 million (pre-tax) was paid for the early extinguishment and a $3 million write-off of unamortized debt issue costs was recorded.

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which matures in May 2016 and bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017 and 2020 senior secured notes.

At period-end, none of the revolving bank lines were drawn as cash, $3 million was utilized for letters of credit and $242 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, OCI

NORBORD 2014 ANNUAL REPORT 14

movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible net worth for financial covenant purposes was $404 million and net debt for financial covenant purposes was $418 million. Net debt to total capitalization was 51% on a book basis (note 13).

Debt Issue Costs

In 2013, debt issue costs of $6 million were incurred on the issuance of the 2020 senior notes and the renewal of the revolving bank lines. Amortization expense related to debt issue costs for 2014 was $1 million (2013 – $3 million).

NOTE 7. OTHER LIABILITIES

(US $ millions)	Note	Dec 31, 2014		Dec 31, 2013
Defined benefit pension obligation	8	$	22	$	17
Accrued employee benefits			9		10
		$	31	$	27

NOTE 8. EMPLOYEE BENEFIT PLANS

Pension Plans

Norbord has a number of pension plans in which participation is available to substantially all employees. Norbord’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. The most recent actuarial valuation for funding purposes was conducted as of December 31, 2013.

Information about Norbord’s defined benefit pension obligation and assets is as follows:

(US $ millions)	2014			2013
Change in accrued benefit obligation during the year
Accrued benefit obligation, beginning of year	$	89		$	96
Current service cost		1			2
Interest on accrued benefit obligation		4			4
Benefits paid		(5	)		(7	)
Net actuarial loss (gain) arising from changes to:
Demographic assumptions		1			3
Financial assumptions		10			(6	)
Experience adjustments		1			2
Foreign currency exchange rate impact		(6	)		(5	)
Accrued benefit obligation, end of year1	$	95		$	89
Change in plan assets during the year
Plan assets, beginning of year	$	72		$	64
Interest income		3			3
Remeasurement gains:
Return on plan assets (excluding interest income)		3			8
Employer contributions		6			7
Benefits paid		(5	)		(7	)
Foreign currency exchange rate impact		(6	)		(3	)
Plan assets, end of year1	$	73		$	72
Funded status
Accrued benefit obligation	$	95		$	89
Plan assets		(73	)		(72	)
Accrued benefit obligation in excess of plan assets	$	22		$	17

¹  All plans have accrued benefit obligations in excess of plan assets.

15 NORBORD 2014 ANNUAL REPORT

The components of benefit expense recognized in the statement of earnings are as follows:

(US $ millions)	2014		2013
Current service cost	$	1	$	2
Net interest cost		1		1
Net periodic pension expense	$	2	$	3

The significant weighted average actuarial assumptions are as follows:

	2014			2013
Used in calculation of net periodic pension expense for the year
Discount rate		4.7	%		4.3	%
Price inflation		2.2	%		2.0	%
Used in calculation of accrued benefit obligation, end of year
Discount rate		3.8	%		4.7	%
Price inflation		2.2	%		2.2	%

The impact of a change to the significant actuarial assumptions on the accrued benefit obligation as at December 31, 2014 is as follows:

(US $ millions)	Increase			Decrease
Discount rate (0.5% change)	$	(7	)	$	8
Price inflation rate (1.0% change)		5			(4	)

The weighted average asset allocation of Norbord’s defined benefit pension plan assets is as follows:

	Dec 31, 2014			Dec 31, 2013
Asset category
Equity investments		59	%		61	%
Fixed income investments		37	%		36	%
Cash		4	%		3	%
Total assets		100	%		100	%

Cost of sales includes $9 million (2013 – $8 million) related to contributions to Norbord’s defined contribution pension plans.

NOTE 9. INCOME TAX

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the amounts used for income tax purposes.

The source of deferred income tax balances is as follows:

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Property, plant and equipment, differences in basis	$	(166	)	$	(166	)
Benefit of tax loss carryforwards		85			47
Other differences in basis		11			13
Net deferred income tax liabilities	$	(70	)	$	(106	)

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Deferred income tax assets	$	29		$	14
Deferred income tax liabilities		(99	)		(120	)
Net deferred income tax liabilities	$	(70	)	$	(106	)

NORBORD 2014 ANNUAL REPORT 16

As at December 31, 2014, the Company had the following approximate tax attributes available to carry forward:

	Amount (millions)	Latest Expiry Year
Tax loss carryforwards
Belgium	€34	Indefinite
Canada – non-capital loss	CAD$108	2034
Canada – capital loss	CAD$226	Indefinite
United States	US$133	2034

The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and they will protect future cash flows. Certain deferred tax benefits relating to the above attributes have been included in deferred income taxes in the consolidated financial statements. At each balance sheet date, the Company assesses its deferred income tax assets and recognizes the amounts that, in the judgement of management, are probable to be utilized. During the year, the Company recognized $11 million in net deferred tax assets (2013 – $3 million) relating to prior years’ losses and temporary differences. The Company also recognized $2 million of net deferred tax assets (2013 – $3 million) related to items which were recorded in OCI.

The expiry date, if applicable, of the unrecognized deferred tax assets is as follows:

(US $ millions)	Dec 31, 2014		Dec 31, 2013
2018 – 2034	$	12	$	19
Do not expire		33		33
Total	$	45	$	52

The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax assets have not been recognized as at December 31, 2014 is $394 million (December 31, 2013 – $322 million).

Income tax (recovery) expense recognized in the statement of earnings comprises the following:

(US $ millions)	2014			2013
Current income tax	$	4		$	(1	)
Deferred income tax		(35	)		26
Income tax (recovery) expense	$	(31	)	$	25

Income tax (recovery) expense is calculated as follows:

(US $ millions)	2014			2013
Earnings before income tax	$	(5	)	$	174
Income tax expense at combined Canadian federal and provincial statutory rate of 27% (2013 – 27%)		(1	)		47
Effect of:
Rate differences on foreign activities		(17	)		(2	)
Recognition of the benefit of current year’s tax loss and other deferred tax assets		—			(6	)
Recognition of the benefit of prior years’ tax losses and other deferred tax assets		(11	)		(3	)
Foreign exchange gain		(3	)		(1	)
Recognition of non-recurring current income tax recovery		(2	)		(9	)
Other		3			(1	)
Income tax (recovery) expense	$	(31	)	$	25

17 NORBORD 2014 ANNUAL REPORT

Income tax recovery (expense) recognized in the statement of comprehensive income comprises the following:

(US $ millions)	2014			2013
Actuarial (loss) gain on post-employment obligations	$	(8	)	$	9
Tax		2			6
Net of tax	$	(6	)	$	15
Foreign currency translation (loss) gain on foreign operations	$	(23	)	$	7
Tax		—			(3	)
Net of tax	$	(23	)	$	4

NOTE 10. SHAREHOLDERS’ EQUITY

Share Capital

	2014				2013
	Shares (millions)		Amount (US $ millions)		Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of year		53.4	$	661		44.0	$	346
Dividend Reinvestment Plan		0.1		1		—		—
Issue of common shares		—		—		9.4		315
Common shares outstanding, end of year		53.5	$	662		53.4	$	661

As at December 31, 2014, the authorized capital stock of the Company is as follows: an unlimited number of Class A and Class B preferred shares, an unlimited number of non-voting participating shares and an unlimited number of common shares.

Contributed Surplus

Contributed surplus at December 31, 2014 comprises amounts related to compensation expense on stock options issued under the Company’s stock option plan.

Amendment to Warrant Indenture

On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 by executing a Supplemental Warrant Indenture to include a cashless exercise feature. This feature allowed warrant holders to elect to exercise their warrants on a cashless basis, and receive common shares based on the in-the-money value of their warrants. The warrants expired on December 24, 2013. In 2013, a total of 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million common shares. As required under IFRS, for the year ended December 31, 2013, the cashless exercise of the warrants resulted in:

• an increase in share capital of $298 million, representing the fair value on the date of exercise of the common shares issued in exchange for the in-the-money value of the warrants;

• a decrease in contributed surplus of $35 million, representing the book value of the warrants recorded at the time of their issuance; and

• a decrease in retained earnings of $263 million, reflecting the difference between these two amounts.

Stock Options

	2014				2013
	Options (millions)		Weighted Average Exercise Price (CAD $)		Options (millions)			Weighted Average Exercise Price (CAD $)
Balance, beginning of year		1.4	$	26.89		2.2		$	20.57
Options granted		0.2		30.41		0.1			30.71
Options exercised		—		—		(0.9	)		12.48
Balance, end of year		1.6	$	26.81		1.4		$	26.89
Exercisable at year-end		0.8	$	35.03		0.8		$	35.80

NORBORD 2014 ANNUAL REPORT 18

During the year, no stock options were exercised (2013 – 0.9 million stock options were exercised resulting in the issuance of 0.9 million common shares for total proceeds of $12 million).

Under the Company’s stock option plan, the Board of Directors may issue stock options to certain employees of the Company. These options vest over a five-year period and expire 10 years from the date of issue. In 2014, stock option expense of $1 million was recorded with a corresponding increase in contributed surplus (2013 – $1 million).

The following table summarizes the weighted average exercise prices and the weighted average remaining contractual life of the balances of stock options outstanding at December 31, 2014:

			Options Outstanding				Options Exercisable
Range of Exercise Prices (CAD $)	Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price (CAD $)		Options		Weighted Average Exercise Price (CAD $)
$6.50		74,000		4.09	$	6.50		74,000	$	6.50
$9.96–$12.05		416,000		7.07		9.98		114,000		10.00
$14.93		351,000		6.08		14.93		197,000		14.93
$18.21		191,000		5.09		18.21		128,000		18.21
$30.41–$31.06		334,472		8.73		30.52		21,994		30.71
$60.90		90,630		3.09		60.90		90,630		60.90
$91.60–$111.30		140,560		1.34		97.83		140,560		97.83
		1,597,662		6.10	$	26.81		766,184	$	35.03

Accumulated Other Comprehensive (Loss) Income

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Foreign currency translation (loss) gain on foreign operations	$	(5	)	$	18
Net loss on hedge of net investment in foreign operations		(8	)		(8	)
Actuarial loss on post-employment obligations		(17	)		(11	)
Accumulated other comprehensive (loss) income, net of tax	$	(30	)	$	(1	)

Prior to 2014, actuarial gains and losses on post-employment obligations were recorded in retained earnings. Commencing in 2014, these actuarial gains and losses are being recorded in accumulated other comprehensive income (AOCI) based on further interpretation of IAS 19, Employee Benefits (amended). A transfer of $26 million was recorded from retained earnings to AOCI on January 1, 2013 to retrospectively reflect this change in accounting.

NOTE 11. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	2014		2013
Earnings available to common shareholders	$	26	$	149
Common shares (millions):
Weighted average number of common shares outstanding		53.4		51.0
Stock options1		0.5		0.6
Warrants1		—		1.8
Diluted number of common shares		53.9		53.4
Earnings per common share:
Basic	$	0.49	$	2.92
Diluted		0.48		2.79

¹  Outstanding stock options and warrants are dilutive when the weighted average daily closing share price for the period was greater than the exercise price for stock options and warrants. The warrants expired on December 24, 2013.

19 NORBORD 2014 ANNUAL REPORT

NOTE 12. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	2014			2013
Cash provided by (used for):
Accounts receivable	$	10		$	(6	)
Inventory		1			(23	)
Accounts payable and accrued liabilities		(35	)		34
	$	(24	)	$	5

Cash interest and income taxes comprise:

(US $ millions)	2014			2013
Cash interest paid, net	$	30		$	32
Cash income taxes (received) paid, net		(3	)		10

Cash and cash equivalents comprise:

(US $ millions)	Dec 31, 2014		Dec 31, 2013
Cash	$	25	$	139
Cash equivalents		—		54
	$	25	$	193

NOTE 13. CAPITAL MANAGEMENT

Norbord’s capital management objective is to achieve top-quartile return on equity (ROE) and cash return on capital employed (ROCE) over the business cycle, among North American forest products companies, to enable it to retain access to public and private capital markets, subject to financial market conditions. This objective is unchanged from the prior year.

Norbord monitors its capital structure using two key measures of its relative debt position. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

Net debt to capitalization, book basis, is net debt divided by the sum of net debt and tangible net worth. Net debt consists of the principal value of long-term debt, including the current portion and bank advances (if any) less cash and cash equivalents. Consistent with the treatment under the Company’s financial covenants, letters of credit are included in net debt. Tangible net worth consists of shareholders’ equity.

Net debt to capitalization, market basis, is net debt divided by the sum of net debt and market capitalization. Net debt is calculated, as outlined above, under net debt to capitalization, book basis. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Market basis capitalization is intended to correct for the low historical book value of Norbord’s asset base relative to its fair value.

NORBORD 2014 ANNUAL REPORT 20

Norbord’s capital structure at period-end comprised the following:

(US $ millions)	Note	Dec 31, 2014			Dec 31, 2013
Long-term debt, principal value	6	$	440		$	440
Less: Cash and cash equivalents			(25	)		(193	)
Net debt			415			247
Add: Letters of credit			3			4
Net debt for financial covenant purposes			418			251
Shareholders’ equity			359			476
Add: IFRS transitional adjustments	6		21			21
Less: Other comprehensive income movement1			24			(5	)
Tangible net worth for financial covenant purposes			404			492
Total capitalization		$	822		$	743
Net debt to capitalization, book basis			51	%		34	%
Net debt to capitalization, market basis			26	%		14	%

¹  Cumulative subsequent to January 1, 2011 (note 6).

NOTE 14. FINANCIAL INSTRUMENTS

Norbord has exposure to market, commodity price, interest rate, currency, counterparty credit and liquidity risk. Norbord’s primary risk management objective is to protect the Company’s balance sheet, earnings and cash flow in support of achieving top-quartile return on equity (ROE) and cash return on capital employed (ROCE) among North American forest products companies.

Norbord’s financial risk management activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement, hedging limits, hedging products, authorization levels and reporting. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures. Gains and losses on these instruments are recognized in the same manner as the item being hedged. Hedge ineffectiveness, if any, is measured and included in current period earnings.

Market Risk

Norbord purchases commodity inputs, issues debt at fixed and floating interest rates, invests surplus cash, sells product, purchases inputs in foreign currencies and invests in foreign operations. These activities expose the Company to market risk from changes in commodity prices, interest rates and foreign exchange rates, which affects the Company’s balance sheet, earnings and cash flows. The Company uses derivatives as part of its overall financial risk management policy to manage certain exposures to market risk that result from these activities.

Commodity Price Risk

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond Norbord’s control.

Norbord monitors market developments in all commodity prices to which it is materially exposed. No liquid futures markets exist for the majority of Norbord’s commodity inputs, but, where possible, Norbord will hedge a portion of its commodity price exposure up to Board-approved limits in order to reduce the potential negative impact of rising commodity input prices. Should Norbord decide to hedge any of this exposure, it will lock in prices directly with its suppliers or, if unfeasible, purchase financial hedges where liquid markets exist.

At December 31, 2014, Norbord has economically hedged approximately 20% of its 2015 expected natural gas consumption by locking in the price directly with its suppliers. Approximately 62% of Norbord’s electricity is purchased in regulated markets, and Norbord has hedged approximately 27% of its 2015 deregulated electricity consumption. While these contracts are derivatives, they are exempt from being accounted for as financial instruments as they were normal purchases for the purpose of receipt.

21 NORBORD 2014 ANNUAL REPORT

Interest Rate Risk

Norbord’s financing strategy is to access public and private capital markets to raise long-term core financing, and to utilize the banking market to provide committed standby credit facilities supporting its short-term cash flow needs. The Company has fixed-rate debt, which subjects it to interest rate price risk, and has floating-rate debt, which subjects it to interest rate cash flow risk. In addition, the Company invests surplus cash in bank deposits and short-term money market securities.

Currency Risk

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

The Company may hedge up to 100% of its significant balance sheet foreign exchange exposures by entering into cross-currency swaps and forward foreign exchange contracts. The Company may also hedge a portion of future foreign currency-denominated cash flows, using forward foreign exchange contracts or options for periods of up to three years, in order to reduce the potential negative effect of a strengthening Canadian dollar versus the US dollar, or a weakening Euro versus the Pound Sterling.

Counterparty Credit Risk

Norbord invests surplus cash in bank deposits and short-term money market securities, sells its product to customers on standard market credit terms and uses derivatives to manage its market risk exposures. These activities expose the Company to counterparty credit risk that would result if the counterparty failed to meet its obligations in accordance with the terms and conditions of its contracts with the Company.

Norbord operates in a cyclical commodity business. Accounts receivable credit risk is mitigated through established credit management techniques, including conducting financial and other assessments to establish and monitor a customer’s creditworthiness, setting customer limits, monitoring exposures against these limits and, in some instances, purchasing credit insurance or obtaining trade letters of credit. At period-end, the key performance metrics on the Company’s accounts receivable are in line with prior periods. As at December 31, 2014, the provision for doubtful accounts was less than $1 million (December 31, 2013 – less than $1 million). In 2014, Norbord had one customer whose purchases represented greater than 10% of total sales.

Under an accounts receivable securitization program, Norbord has transferred substantially all of its present and future trade accounts receivable to a third-party trust, sponsored by a highly rated Canadian financial institution, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. At December 31, 2014, Norbord had no drawings (December 31, 2013 – no drawings) relating to this program. The fair value of the deferred purchase price approximates its carrying value as a result of the short accounts receivable collection cycle and negligible historical credit losses.

Surplus cash is only invested with counterparties meeting minimum credit quality requirements and issuer and concentration limits. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. The Company monitors and manages its concentration of counterparty credit risk on an ongoing basis.

The Company’s maximum counterparty credit exposure at year-end consisted of the carrying amount of cash and cash equivalents and accounts receivable, which approximate fair value, and the fair value of derivative financial assets.

NORBORD 2014 ANNUAL REPORT 22

Liquidity Risk

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At period-end, Norbord had $25 million in cash and cash equivalents, $100 million undrawn under its accounts receivable securitization program and $242 million in unutilized committed revolving bank lines.

Financial Liabilities

The following table summarizes the aggregate amount of contractual future cash outflows for the Company’s financial liabilities:

	Payments Due by Period
(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Principal	$	—	$	—	$	200	$	—	$	—	$	240	$	440
Interest		29		29		21		13		13		13		118
Long-term debt, including interest	$	29	$	29	$	221	$	13	$	13	$	253	$	558

Note: The above table does not include pension and post-employment benefits plan obligations.

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Dec 31, 2014				Dec 31, 2013
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	25	$	25	$	193	$	193
Accounts receivable	Loans and receivables		121		121		130		130
		$	146	$	146	$	323	$	323
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	181	$	181	$	206	$	206
Long-term debt	Other financial liabilities		434		451		433		462
Other liabilities	Other financial liabilities		31		31		27		27
		$	646	$	663	$	666	$	695

Derivative Financial Instruments

Canadian dollar monetary hedge

At year-end, the Company had a foreign currency forward contract representing a notional amount of CAD $9 million (December 31, 2013 – CAD $1 million) in place to buy US dollars and sell Canadian dollars with a maturity of January 2015. The fair value of this contract at year-end is an unrealized gain of less than $1 million (December 31, 2013 – an unrealized loss of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at year-end. During the year, realized gains on the Company’s matured hedges were $1 million (2013 – less than $1 million). A 1% change in the exchange rate would result in a less than $1 million impact.

Euro cash flow hedge

At year-end, the Company had foreign currency options representing a notional amount of €55 million (December 31, 2013 – €100 million) in place to buy Pounds Sterling and sell Euros with maturities between January 2015 and November 2015. The fair value of these contracts at period-end is less than $1 million (December 31, 2013 – less than $1 million). During the year, realized losses on the Company’s matured hedges were less than $1 million (2013 – less than $1 million). A 1% change in the exchange rate would result in a less than $1 million impact.

23 NORBORD 2014 ANNUAL REPORT

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchange rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

NOTE 15. COMMITMENTS AND CONTINGENCIES

Income Tax

In the normal course of operations, the Company is subject to various uncertainties concerning the interpretation and application of tax laws in the filing of its tax returns in operating jurisdictions, which could materially affect the Company’s cash flows. There can be no assurance that the tax authorities will not challenge the Company’s filing positions.

Other

The Company has provided certain commitments and indemnifications, including those related to former businesses. The maximum amounts from many of these items cannot be reasonably estimated at this time. However, in certain circumstances, the Company has recourse against other parties to mitigate the risk of loss.

The Company has entered into various commitments as follows:

	Payments Due by Period
(US $ millions)	Less than 1 year		1–5 years		Thereafter		Total
Purchase obligations	$	56	$	110	$	—	$	166
Operating leases		4		5		—		9
	$	60	$	115	$	—	$	175

NOTE 16. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

Warrants

On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million common shares (note 10). As a result, Brookfield’s ownership increased from 52% to approximately 59% of common shares outstanding.

Secondary Offering

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of Norbord’s common shares. Under the agreement, the syndicate agreed to purchase 3.3 million common shares at a purchase price of CAD $33.00 per common share. Brookfield offered 2.75 million shares and the Company’s senior management offered 0.55 million shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering of Norbord’s common shares, Brookfield’s ownership decreased from approximately 59% to 53% of the common shares outstanding. Norbord did not receive any proceeds from the offering.

NORBORD 2014 ANNUAL REPORT 24

Indemnity Commitment

As at December 31, 2014, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company provided certain administrative services to Brookfield which were charged on a cost recovery basis. In addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2014, the fees for services rendered and the cost of goods purchased were less than $1 million (2013 – $3 million) and were charged at market rates.

Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2014		2013
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		1
	$	3	$	5

NOTE 17. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment and therefore include export sales.

								2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	688	$	510	$	—		$	1,198
Adjusted EBITDA1		54		47		(11	)		90
Depreciation		44		16		—			60
Investment in property, plant and equipment		59		19		—			78
Property, plant and equipment		671		129		—			800
								2013
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	879	$	464	$	—		$	1,343
Adjusted EBITDA1		255		46		(14	)		287
Depreciation		39		17		—			56
Investment in property, plant and equipment		64		19		—			83
Property, plant and equipment		656		138		—			794

¹ Adjusted EBITDA is earnings before finance costs, costs related to Ainsworth combination, costs on early debt extinguishment, income tax and depreciation.

25 NORBORD 2014 ANNUAL REPORT

NOTE 18. PENDING BUSINESS COMBINATION

On December 8, 2014, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they had entered into an arrangement agreement under which the Company will acquire all of the outstanding common shares of Ainsworth in an all-share transaction. Under the terms of the transaction, Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including court approval of the plan of arrangement. The transaction is expected to close by the end of the first quarter of 2015.

The Company expects to elect not to account for the transaction as a business combination under IFRS 3 Business Combinations, as the transaction represents a reorganization of entities under common control of Brookfield. Accordingly, the combination is expected to be done on a book value basis and no adjustments are expected to be made to reflect fair values or to recognize any new assets or liabilities of either entity.

NOTE 19. PRIOR PERIOD COMPARATIVES

Certain 2013 figures have been reclassified to conform with the current year’s presentation.

NORBORD 2014 ANNUAL REPORT 26

EX-99.8

Exhibit 99.8

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Peter C. Wijnbergen, President and Chief Executive Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Norbord Inc. (the “issuer”) for the financial year ended December 31, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation;

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2014 and ended on December 31, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: January 29, 2015

(signed) Peter Wijnbergen

Peter C. Wijnbergen

President and CEO

- 2 -

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Norbord Inc. (the “issuer”) for the financial year ended December 31, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation;

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2014 and ended on December 31, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: January 29, 2015

(signed) Robin Lampard

Robin Lampard

Senior Vice President and CFO

- 2 -

EX-99.9

Exhibit 99.9

Consolidated Balance Sheets

(unaudited) (US $ millions)	Note	Sep 26, 2015		Dec 31, 2014 (note 14(a))		Jan 1, 2014 (note 14(a))
Assets
Current assets
Cash and cash equivalents		$	2	$	92	$	327
Accounts receivable	3		169		140		155
Tax receivable			—		2		10
Inventory	4		183		184		169
			354		418		661
Non-current assets
Property, plant and equipment			1,264		1,341		1,388
Deferred income tax assets			6		29		14
Other assets	5		29		36		43
			1,299		1,406		1,445
		$	1,653	$	1,824	$	2,106
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	207	$	218	$	246
Current portion of long-term debt	6		—		—		9
			207		218		255
Non-current liabilities
Long-term debt	6		744		748		746
Other long-term debt	3		44		—		—
Other liabilities	7		37		47		40
Deferred income tax liabilities			101		152		186
			926		947		972
Shareholders’ equity	8		520		659		879
		$	1,653	$	1,824	$	2,106

(See accompanying notes)

1

Consolidated Statements of Earnings

(unaudited) Periods ended Sep 26 and Sep 27 (US $ millions, except per share information)	Note	Q3 2015			Q3 2014 (note 14 (b))			9 mos 2015			9 mos 2014 (note 14 (b))
Sales	13	$	378		$	409		$	1,094		$	1,229
Cost of sales			(345	)		(386	)		(1,022	)		(1,117	)
General and administrative expenses			(3	)		(4	)		(10	)		(11	)
Earnings before the under-noted			30			19			62			101
Foreign exchange loss on Ainsworth Notes			—			(16	)		(28	)		(17	)
Costs on early extinguishment of Ainsworth Notes	6		—			—			(25	)		—
(Loss) gain on derivative financial instrument on Ainsworth Notes	11		—			(12	)		5			(9	)
Merger transaction costs	1		—			(1	)		(8	)		(1	)
Severance incurred to achieve Merger synergies			—			—			(2	)		—
Costs related to terminated LP acquisition	14(f)(iii)		—			—			—			(2	)
Earnings (loss) before finance costs, income tax and depreciation	13		30			(10	)		4			72
Finance costs			(14	)		(13	)		(41	)		(40	)
Depreciation	13		(22	)		(21	)		(65	)		(62	)
Income tax (expense) recovery			(3	)		15			33			17
Loss		$	(9	)	$	(29	)	$	(69	)	$	(13	)
Loss per common share	9
Basic and Diluted		$	(0.11	)	$	(0.34	)	$	(0.81	)	$	(0.15	)

(See accompanying notes)

Consolidated Statements of Comprehensive Loss

(unaudited) Periods ended Sep 26 and Sep 27 (US $ millions)	Q3 2015			Q3 2014 (note 14 (c))			9 mos 2015			9 mos 2014 (note 14(c))
Loss	$	(9	)	$	(29	)	$	(69	)	$	(13	)
Other comprehensive income (loss), net of tax
Item that will not be reclassified to earnings:
Actuarial gain (loss) on post-employment obligation		—			—			4			(7	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(11	)		(29	)		(44	)		(28	)
Net loss on Euro cash flow hedge		(1	)		—			—			—
Other comprehensive loss, net of tax		(12	)		(29	)		(40	)		(35	)
Comprehensive loss	$	(21	)	$	(58	)	$	(109	)	$	(48	)

(See accompanying notes)

2

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) Periods ended Sep 26 and Sep 27 (US $ millions)	Note	Q3 2015			Q3 2014 (note 14 (d))			9 mos 2015			9 mos 2014 (note 14 (d))
Share capital
Balance, beginning of period		$	1,334		$	1,235		$	1,235		$	1,234
Issue of common shares upon closing of Merger	1,8		—			—			96			—
Issue of common shares upon exercise of options and Dividend Reinvestment Plan	8		—			—			3			1
Balance, end of period		$	1,334		$	1,235		$	1,334		$	1,235
Merger reserve
Balance, beginning of period		$	(96	)	$	—		$	—		$	—
Issue of common shares upon closing of Merger	1,8		—			—			(96	)		—
Balance, end of period		$	(96	)	$	—		$	(96	)	$	—
Contributed surplus
Balance, beginning of period		$	10		$	8		$	9		$	8
Stock-based compensation	8		—			1			1			1
Balance, end of period		$	10		$	9		$	10		$	9
Retained deficit
Balance, beginning of period		$	(549	)	$	(350	)	$	(461	)	$	(308	)
Loss			(9	)		(29	)		(69	)		(13	)
Common share dividends			(6	)		(30	)		(34	)		(88	)
Balance, end of period(i)		$	(564	)	$	(409	)	$	(564	)	$	(409	)
Accumulated other comprehensive loss
Balance, beginning of period		$	(152	)	$	(61	)	$	(124	)	$	(55	)
Other comprehensive loss			(12	)		(29	)		(40	)		(35	)
Balance, end of period	8	$	(164	)	$	(90	)	$	(164	)	$	(90	)
Shareholders’ equity		$	520		$	745		$	520		$	745

(See accompanying notes)

⁽ⁱ⁾ Retained deficit comprised of:

Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained deficit		(301	)		(146	)

3

Consolidated Statements of Cash Flows

(unaudited) Periods ended Sep 26 and Sep 27 (US $ millions)	Note	Q3 2015			Q3 2014 (note 14(e))			9 mos 2015			9 mos 2014 (note 14(e))
CASH PROVIDED BY (USED FOR):
Operating activities
Loss		$	(9	)	$	(29	)	$	(69	)	$	(13	)
Items not affecting cash:
Depreciation			22			21			65			62
Deferred income tax			2			(13	)		(32	)		(20	)
Loss (gain) on derivative financial instrument on Ainsworth Notes			—			12			(5	)		9
Foreign exchange loss on Ainsworth Notes			—			16			28			17
Other items			(2	)		(10	)		16			(4	)
			13			(3	)		3			51
Net change in non-cash operating working capital balances	10		8			33			(37	)		(48	)
Net change in tax receivable			2			4			2			5
			23			34			(32	)		8
Investing activities
Investment in property, plant and equipment			(13	)		(30	)		(41	)		(86	)
Investment in intangible assets			(1	)		(1	)		(3	)		(2	)
			(14	)		(31	)		(44	)		(88	)
Financing activities
Common share dividends paid			(6	)		(29	)		(33	)		(87	)
Issuance of debt	6		—			—			315			—
Debt issue costs	6		—			—			(6	)		(1	)
Repayment of debt	6		—			—			(315	)		—
Premium on early extinguishment of Ainsworth Notes	6		—			—			(13	)		—
Accounts receivable securitization (repayment) drawings	3		(6	)		—			44			—
Repayment on equipment financing loans			—			(6	)		—			(9	)
Issue of common shares	8		—			—			1			—
			(12	)		(35	)		(7	)		(97	)
Foreign exchange revaluation on cash and cash equivalents held			(5	)		(6	)		(7	)		(6	)
Cash and cash equivalents
Decrease during period			(8	)		(38	)		(90	)		(183	)
Balance, beginning of period			10			182			92			327
Balance, end of period	10	$	2		$	144		$	2		$	144

(See accompanying notes including note 10 for supplemental cash flow information)

4

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, which are related parties by virtue of Brookfield holding a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 17 plant locations in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

On March 31, 2015, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) completed an arrangement under which the Company acquired all of the outstanding common shares of Ainsworth in an all-share transaction (the Merger). Under the terms of the transaction, Ainsworth shareholders received 0.1321 of a share of the Company for each Ainsworth share held pursuant to a plan of arrangement under the British Columbia Business Corporations Act. Based on the number of Ainsworth common shares outstanding as at March 31, 2015, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth became a wholly-owned subsidiary of Norbord and Ainsworth’s shares were delisted from the Toronto Stock Exchange on April 2, 2015.

Prior to the completion of the transaction, Brookfield controlled approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, and now controls approximately 53% of the outstanding common shares of the Company.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These condensed consolidated interim financial statements (interim financial statements) have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB) on a basis consistent with (a) the accounting policies the Company disclosed in its audited consolidated financial statements as at, and for the year ended, December 31, 2014, and (b) the accounting policies disclosed in note 2(c), except for the impact of accounting for the Merger on a continuity of interest basis as described in note 2(b). These interim financial statements do not contain all of the disclosures that are required in annual financial statements prepared under IFRS and should be read in conjunction with the Company’s 2014 audited annual financial statements which include information necessary or useful to understanding the Company’s business and financial statement presentation. The Company’s interim results are not necessarily indicative of its results for a full year.

These interim financial statements were authorized for issuance by the Board of Directors of the Company on October 29, 2015.

(b) Basis of Presentation

These financial statements of the Company are presented on a combined basis and retrospectively combine the financial statements of the Company and Ainsworth as if they had always been combined; see note 14 for reconciliations of prior period financial statement figures. Supplemental unaudited annual disclosures of the combined entity as at December 31, 2014 are provided in notes 15 to 18. For the translation of the results and balances of Ainsworth for prior comparative periods see note 14(f)(i).

5

(c) New Accounting Policies

The accounting policies of the Company and Ainsworth were consistent, and in addition to the accounting policies disclosed in note 2 in the Company’s 2014 audited annual financial statements, the following policies were adopted:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on the basis of the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the Provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

(d) Future Change in Accounting Policies

Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. In September 2015, the IASB formalized a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 and will be effective for the year ending December 31, 2018. The Company is currently assessing the impact of IFRS 15 on its financial statements.

6

NOTE 3. ACCOUNTS RECEIVABLE

The Company has $125 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $139 million (December 31, 2014 – $102 million; January 1, 2014 – $113 million) in accounts receivable, and Norbord recorded cash proceeds received of $44 million (December 31, 2014 and January 1, 2014 – $nil) relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. As at October 29, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Sep 26, 2015		Dec 31, 2014		Jan 1, 2014
Raw materials	$	49	$	56	$	50
Finished goods		70		68		64
Operating and maintenance supplies		64		60		55
	$	183	$	184	$	169

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $2 million (December 31, 2014 –$2 million; January 1, 2014 – $1 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions)	Q3 2015		Q3 2014		9 mos 2015		9 mos 2014
Cost of inventories	$	335	$	375	$	990	$	1,081
Depreciation on property, plant and equipment		22		21		65		62
	$	357	$	396	$	1,055	$	1,143

NOTE 5. OTHER ASSETS

(US $ millions)	Note	Sep 26, 2015		Dec 31, 2014		Jan 1, 2014
Investment tax credit receivable		$	14	$	15	$	16
Intangible assets			13		11		7
Derivative financial asset	11		—		7		18
Other			2		3		2
		$	29	$	36	$	43

7

NOTE 6. LONG-TERM DEBT

(US $ millions)	Sep 26, 2015			Dec 31, 2014			Jan 1, 2014
Principal value
7.7% senior secured notes due 2017	$	200		$	200		$	200
5.375% senior secured notes due 2020		240			240			240
6.25% senior secured notes due 2023		315			—			—
7.5% senior secured notes due 2017		—			315			315
Equipment financing loans		—			—			9
		755			755			764
Debt issue costs		(11	)		(7	)		(9	)
		744			748			755
Less: Current portion		—			—			(9	)
	$	744		$	748		$	746

Senior Secured Notes Due 2023

On April 16, 2015, the Company completed the issuance of $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred in connection with the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2020 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes) that were assumed upon closing of the Merger on March 31, 2015 (see note 1). As a result of the early redemption, a premium of $13 million was paid, a $1 million charge related to net unamortized debt issue costs was recorded and an $11 million charge to extinguish the related derivative financial instrument was recognized (see note 11).

Revolving Bank Lines

The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. The maturity date for $225 million of the total aggregate commitment is May 2018 and the remaining $20 million commitment matures in May 2016. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017, 2020 and 2023 senior secured notes.

At period-end, $5 million was utilized for letters of credit and $240 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $450 million and maximum net debt to total capitalization, as defined, of 65%. The Company was in compliance with the financial covenants at period-end.

NOTE 7. OTHER LIABILITIES

(US $ millions)	Sep 26, 2015		Dec 31, 2014		Jan 1, 2014
Defined benefit pension obligation	$	27	$	34	$	26
Accrued employee benefits		7		9		10
Reforestation obligation		3		3		4
Other		—		1		—
	$	37	$	47	$	40

8

NOTE 8. SHAREHOLDERS’ EQUITY

Share Capital

The Company’s share capital is as follows:

	9 mos 2015
	Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of period		53.5	$	662
Issue of common shares upon closing of Merger		31.8		669
Issue of common shares upon exercise of options and Dividend Reinvestment Plan		0.1		3
Common shares outstanding, end of period		85.4	$	1,334

Stock Options

Year-to-date, 0.2 million stock options were granted (2014 – 0.2 million) under the Company’s stock option plan. Year-to-date, stock option expense of $1 million was recorded with a corresponding increase in contributed surplus (2014 – less than $1 million).

Upon closing of the Merger, each outstanding Ainsworth stock option was exchanged for a replacement option to acquire a number of Norbord common shares using the exchange ratio as provided in the plan of arrangement. All such replacement options vested immediately upon closing of the Merger. Otherwise all terms and conditions of a replacement option, including the terms of expiry, conditions to and manner of exercising, are the same as the Ainsworth stock options immediately prior to the closing of the Merger. As a result, 0.4 million replacement options were issued in exchange for the outstanding Ainsworth stock options.

Year-to-date, 0.1 million common shares were issued as a result of options exercised under the stock option plan for total proceeds of $1 million (2014 – no stock options were exercised).

Dividend Reinvestment Plan

Year-to-date, $1 million of dividends were reinvested in common shares (2014 – $1 million).

Merger Reserve

Merger reserve represents the difference between the fair value of the Norbord common shares on the date of issuance, and the book value of the Ainsworth common shares exchanged upon closing of the Merger (note 1).

Accumulated Other Comprehensive Loss

(US $ millions)	Sep 26, 2015			Dec 31, 2014			Jan 1, 2014
Foreign currency translation loss on investment in foreign operations	$	(124	)	$	(80	)	$	(23	)
Net loss on hedge of net investment in foreign operations		(8	)		(8	)		(8	)
Actuarial loss on defined benefit pension obligation		(32	)		(36	)		(24	)
Accumulated other comprehensive loss, net of tax	$	(164	)	$	(124	)	$	(55	)

9

NOTE 9. LOSS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q3 2015			Q3 2014			9 mos 2015			9 mos 2014
Loss available to common shareholders	$	(9	)	$	(29	)	$	(69	)	$	(13	)
Common shares (millions):
Weighted average number of common shares outstanding(1)		85.4			85.3			85.3			85.2
Stock options(2)		—			—			—			—
Diluted number of common shares		85.4			85.3			85.3			85.2
Loss per common share:
Basic and Diluted	$	(0.11	)	$	(0.34	)	$	(0.81	)	$	(0.15	)

⁽¹⁾  Includes 31.8 million Norbord common shares issued upon closing of the Merger to give effect to the Merger as if it had occurred on January 1, 2014.

⁽²⁾  Applicable if dilutive and when the weighted average daily closing share price for the period was greater than the exercise price for stock options.

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	Q3 2015			Q3 2014		9 mos 2015			9 mos 2014
Cash provided by (used for):
Accounts receivable	$	(3	)	$	3	$	(31	)	$	(19	)
Inventory		(2	)		25		4			—
Accounts payable and accrued liabilities		13			5		(10	)		(29	)
	$	8		$	33	$	(37	)	$	(48	)

Cash interest and income taxes comprises:

(US $ millions)	Q3 2015			Q3 2014			9 mos 2015			9 mos 2014
Cash interest paid	$	8		$	7		$	31		$	35
Cash income taxes (recovered), net		(2	)		(5	)		(4	)		(2	)

Cash and cash equivalents comprises:

(US $ millions)	Sep 26, 2015		Sep 27, 2014
Cash	$	2	$	70
Cash equivalents		—		74
	$	2	$	144

At period-end, cash and cash equivalents does not include any restricted cash (December 31, 2014 – $2 million; January 1, 2014 – $4 million).

10

NOTE 11. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Sep 26, 2015				Dec 31, 2014				Jan 1, 2014
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	2	$	2	$	92	$	92	$	327	$	327
Accounts receivable	Loans and receivables		169		169		140		140		155		155
		$	171	$	171	$	232	$	232	$	482	$	482
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	207	$	207	$	218	$	218	$	246	$	246
Long-term debt	Other financial liabilities		744		765		748		775		755		803
Other long-term debt	Other financial liabilities		44		44		—		—		—		—
Other liabilities	Other financial liabilities		37		37		47		47		40		40
		$	1,032	$	1,053	$	1,013	$	1,040	$	1,041	$	1,089

Derivative Financial Instruments

Canadian Dollar Monetary Hedge

At period-end, the Company had a foreign currency forward contract representing a notional amount of CAD $2 million (December 31, 2014 – CAD $9 million; January 1, 2014 – CAD $1 million) in place to buy US dollars and sell Canadian dollars with a maturity of October 2015. The fair value of this contract at period-end is an unrealized loss of less than $1 million (December 31, 2014 and January 1, 2014 – an unrealized gain of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized loss at period-end.

Euro Cash Flow Hedge

At period-end, the Company had foreign currency options representing a notional amount of €10 million (December 31, 2014 – €55 million; January 1, 2014 – €100 million) in place to buy Pounds Sterling and sell Euros with maturities between October and November 2015. The fair value of these contracts at period-end is less than $1 million (December 31, 2014 and January 1, 2014 – less than $1 million).

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchanges rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. Year-to-date, realized gains on the Company’s matured currency hedges were $1 million (2014 – less than $1 million). Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

11

Embedded Call Option

The Ainsworth Notes contained an embedded call option, whereby Ainsworth had the right to repurchase 10% of the original principal of the Ainsworth Notes each year in the first two years, and the right to redeem the Ainsworth Notes subsequently. The derivative financial instrument was recorded at fair value in other assets at issuance of the Ainsworth Notes and was revalued at each reporting period based on the market value of the Ainsworth Notes, the current interest rates and the credit spread. As a result of the redemption of the Ainsworth Notes in April 2015, the derivative financial instrument was extinguished and the remaining carrying value written-off (see note 6). Year-to-date, $5 million in revaluation gains (2014 – $9 million in revaluation losses) were recognized.

NOTE 12. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. Year-to-date, the fees for services rendered and the cost of goods purchased were less than $1 million (2014 – less than $1 million).

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which Norbord, as a shareholder, has significant influence. At period-end, $4 million (December 31, 2014 – $2 million; January 1, 2014 – $3 million) due from Interex was included in accounts receivable.

12

NOTE 13. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment.

								Q3 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	258	$	120	$	—		$	378
EBITDA(1)		22		11		(3	)		30
Depreciation		19		3		—			22
Investment in property, plant and equipment		9		4		—			13
								Q3 2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	277	$	132	$	—		$	409
EBITDA(1)		11		11		(32	)		(10	)
Depreciation		17		4		—			21
Investment in property, plant and equipment		23		9		—			32
								9 mos 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	749	$	345	$	—		$	1,094
EBITDA(1)		44		28		(68	)		4
Depreciation		54		11		—			65
Investment in property, plant and equipment		31		8		—			39
Property, plant and equipment		1,139		125		—			1,264
								9 mos 2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	835	$	394	$	—		$	1,229
EBITDA(1)		76		36		(40	)		72
Depreciation		51		11		—			62
Investment in property, plant and equipment		67		19		—			86
Property, plant and equipment(2)		1,210		131		—			1,341

⁽¹⁾  EBITDA is a non-IFRS financial measure, which the Company defines as earnings (loss) before finance costs, income tax and depreciation. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

⁽²⁾  Balance as at December 31, 2014.

13

NOTE 14. PRIOR PERIOD COMPARATIVES

As a result of accounting for the Merger as a transaction under common control (see note 2(c)(i)), the prior period comparative amounts have been restated to give effect to the Merger as if the Company and Ainsworth had always been combined. The following tables reconcile the financial statements for all prior periods presented.

(a) Reconciliation of the consolidated Balance sheets (including Shareholders’ equity) as at December 31, 2014 and January 1, 2014

As at December 31, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	25		$	76		$	65		$	2		$	92
Restricted cash		—			3			2			(2	)		—
Accounts receivable		121			20			18			1			140
Tax receivable		4			(3	)		(2	)		—			2
Inventory		125			69			59			—			184
Prepaid expenses		—			6			5			(5	)		—
		275			171			147			(4	)		418
Non-current assets
Property, plant and equipment		800			630			543			(2	)		1,341
Deferred income tax assets		29			—			—			—			29
Intangible assets		—			6			5			(5	)		—
Other assets		—			10			10			26			36
		829			646			558			19			1,406
	$	1,104		$	817		$	705		$	15		$	1,824
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	181		$	42		$	37		$	—		$	218
Non-current liabilities
Long-term debt		434			364			314			—			748
Accrued pension benefit liability		—			11			10			(10	)		—
Reforestation obligation		—			4			3			(3	)		—
Liabilities related to discontinued operations		—			3			3			(3	)		—
Other liabilities		31			—			—			16			47
Deferred income tax liabilities		99			45			38			15			152
		564			427			368			15			947
Share capital		662			583			573			—			1,235
Contributed surplus		7			2			2			—			9
Retained deficit		(280	)		(237	)		(200	)		19			(461	)
Accumulated other comprehensive loss		(30	)		—			(75	)		(19	)		(124	)
Shareholders’ equity		359			348			300			—			659
	$	1,104		$	817		$	705		$	15		$	1,824

(Refer to Notes in note 14(f))

14

As at January 1, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	193		$	137		$	129		$	5		$	327
Restricted cash		—			5			5			(5	)		—
Accounts receivable		130			24			23			2			155
Tax receivable		11			(1	)		(1	)		—			10
Inventory		120			52			49			—			169
Prepaid expenses		—			5			5			(5	)		—
		454			222			210			(3	)		661
Non-current assets
Property, plant and equipment		794			629			591			3			1,388
Deferred income tax assets		14			—			—			—			14
Intangible assets		—			8			7			(7	)		—
Other assets		—			22			20			23			43
		808			659			618			19			1,445
	$	1,262		$	881		$	828		$	16		$	2,106
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	206		$	42		$	40		$	—		$	246
Current portion of long-term debt		—			10			9			—			9
		206			52			49			—			255
Non-current liabilities
Long-term debt		433			333			313			—			746
Accrued pension benefit liability		—			8			7			(7	)		—
Reforestation obligation		—			4			4			(4	)		—
Liabilities related to discontinued operations		—			2			2			(2	)		—
Other liabilities		27			—			—			13			40
Deferred income tax liabilities		120			53			50			16			186
		580			400			376			16			972
Share capital		661			583			573			—			1,234
Contributed surplus		6			2			2			—			8
Retained deficit		(190	)		(156	)		(131	)		13			(308	)
Accumulated other comprehensive loss		(1	)		—			(41	)		(13	)		(55	)
Shareholders’ equity		476			429			403			—			879
	$	1,262		$	881		$	828		$	16		$	2,106

(Refer to Notes in note 14(f))

15

(b) Reconciliation of the consolidated Statements of Earnings for the three months and nine months ended September 27, 2014

(Unaudited) Three months ended Sep 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Sales	$	302		$	116		$	107		$	—		$	409
Cost of sales		(284	)		—			—			(102	)		(386	)
Costs of products sold		—			(109	)		(100	)		100			—
Selling and administration		—			(4	)		(4	)		4			—
General and administrative expenses		(3	)		—			—			(1	)		(4	)
Earnings before the under-noted		15			3			3			1			19
Foreign exchange loss on Ainsworth Notes		—			(17	)		(16	)		—			(16	)
Loss on derivative financial instrument on Ainsworth Notes		—			(12	)		(12	)		—			(12	)
Merger transaction costs		—			—			—			(1	)		(1	)
Earnings (loss) before finance costs, income tax and depreciation		15			(26	)		(25	)		—			(10	)
Finance costs		(8	)		(6	)		(5	)		—			(13	)
Depreciation		(15	)		(7	)		(6	)		—			(21	)
Income tax recovery		13			3			2			—			15
Earnings (loss)	$	5		$	(36	)	$	(34	)	$	—		$	(29	)

(Unaudited) Nine months ended Sep 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Sales	$	916		$	341		$	313		$	—		$	1,229
Cost of sales		(832	)		—			—			(285	)		(1,117	)
Costs of products sold		—			(304	)		(278	)		278			—
Selling and administration		—			(14	)		(13	)		13			—
General and administrative expenses		(9	)		—			—			(2	)		(11	)
Earnings before the under-noted		75			23			22			4			101
Foreign exchange loss on Ainsworth Notes		—			(18	)		(17	)		—			(17	)
Loss on derivative financial instrument on Ainsworth Notes		—			(9	)		(9	)		—			(9	)
Merger transaction costs		—			—			—			(1	)		(1	)
Costs related to terminated LP acquisition		—			—			—			(2	)		(2	)
Other		—			1			1			(1	)		—
Earnings (loss) before finance costs, income tax and depreciation		75			(3	)		(3	)		—			72
Finance costs		(23	)		(19	)		(17	)		—			(40	)
Depreciation		(43	)		(21	)		(19	)		—			(62	)
Income tax recovery		14			4			3			—			17
Earnings (loss)	$	23		$	(39	)	$	(36	)	$	—		$	(13	)

(Refer to Notes in note 14(f))

16

(c) Reconciliation of the consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended September 27, 2014

(Unaudited) Three months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Earnings (loss)	$	5		$	(36	)	$	(34	)	$	—		$	(29	)
Other comprehensive loss, net of tax
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(15	)		—			—			(14	)		(29	)
Other comprehensive loss, net of tax		(15	)		—			—			(14	)		(29	)
Comprehensive loss	$	(10	)	$	(36	)	$	(34	)	$	(14	)	$	(58	)

(Unaudited) Nine months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Earnings (loss)	$	23		$	(41	)	$	(36	)	$	—		$	(13	)
Other comprehensive loss, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(3	)		—			—			(4	)		(7	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(11	)		—			—			(17	)		(28	)
Other comprehensive loss, net of tax		(14	)		—			—			(21	)		(35	)
Comprehensive loss	$	9		$	(41	)	$	(36	)	$	(21	)	$	(48	)

(Refer to Notes in note 14(f))

17

(d) Reconciliation of the consolidated Statements of Changes in Shareholders’ Equity for the three months and nine months ended September 27, 2014

(Unaudited) Three months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of period	$	662		$	583		$	573		$	—		$	1,235
Issue of common shares		—			—			—			—			—
Balance, end of period	$	662		$	583		$	573		$	—		$	1,235
Contributed surplus
Balance, beginning of period	$	6		$	2		$	2		$	—		$	8
Stock-based compensation		1			—			—			—			1
Balance, end of period	$	7		$	2		$	2		$	—		$	9
Retained deficit
Balance, beginning of period	$	(230	)	$	(159	)	$	(133	)	$	13		$	(350	)
Earnings (loss)		5			(36	)		(34	)		—			(29	)
Common share dividends		(30	)		—			—			—			(30	)
Balance, end of period	$	(255	)	$	(195	)	$	(167	)	$	13		$	(409	)
Accumulated other comprehensive loss
Balance, beginning of period	$	—		$	—		$	(41	)	$	(20	)	$	(61	)
Other comprehensive loss		(15	)		—			—			(14	)		(29	)
Balance, end of period	$	(15	)	$	—		$	(41	)	$	(34	)	$	(90	)
Shareholders’ equity	$	399		$	390		$	367		$	(21	)	$	745

(Unaudited) Nine months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of period	$	661		$	583		$	573		$	—		$	1,234
Issue of common shares		1			—			—			—			1
Balance, end of period	$	662		$	583		$	573		$	—		$	1,235
Contributed surplus
Balance, beginning of period	$	6		$	2		$	2		$	—		$	8
Stock-based compensation		1			—			—			—			1
Balance, end of period	$	7		$	2		$	2		$	—		$	9
Retained deficit
Balance, beginning of period	$	(190	)	$	(156	)	$	(131	)	$	13		$	(308	)
Earnings (loss)		23			(39	)		(36	)		—			(13	)
Common share dividends		(88	)		—			—			—			(88	)
Balance, end of period	$	(255	)	$	(195	)	$	(167	)	$	13		$	(409	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(1	)	$	—		$	(41	)	$	(13	)	$	(55	)
Other comprehensive loss		(14	)		—			—			(21	)		(35	)
Balance, end of period	$	(15	)	$	—		$	(41	)	$	(34	)	$	(90	)
Shareholders’ equity	$	399		$	390		$	367		$	(21	)	$	745

(Refer to Notes in note 14(f))

18

(e) Reconciliation of the consolidated Statements of Cash Flows for the three months and nine months ended September 27, 2014

(Unaudited) Three months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)	$	5		$	(36	)	$	(34	)	$	—		$	(29	)
Items not affecting cash:
Depreciation		15			7			6			—			21
Deferred income tax		(11	)		(3	)		(2	)		—			(13	)
Finance costs		—			6			5			(5	)		—
Loss on derivative financial instrument on Ainsworth Notes		—			13			12			—			12
Foreign exchange loss on Ainsworth Notes		—			17			16			—			16
Other items		(8	)		1			2			(4	)		(10	)
		1			5			5			(9	)		(3	)
Net change in non-cash operating working capital balances		17			7			7			9			33
Net change in tax receivable		4			—			—			—			4
		22			12			12			—			34
Investing activities
Investment in property, plant and equipment		(21	)		(9	)		(9	)		—			(30	)
Investment in intangible assets		—			—			—			(1	)		(1	)
		(21	)		(9	)		(9	)		(1	)		(31	)
Financing activities
Common share dividends paid		(30	)		—			—			1			(29	)
Repayment on equipment financing loans		—			(7	)		(6	)		—			(6	)
		(30	)		(7	)		(6	)		1			(35	)
Foreign exchange revaluation on cash and cash equivalents held		—			—			(6	)		—			(6	)
Cash and cash equivalents
Decrease during period		(29	)		(4	)		(9	)		—			(38	)
Balance, beginning of period		83			105			99			—			182
Balance, end of period	$	54		$	101		$	90		$	—		$	144

19

(Unaudited) Nine months ended September 27, 2014 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)	$	23		$	(39	)	$	(36	)	$	—		$	(13	)
Items not affecting cash:
Depreciation		43			21			19			—			62
Deferred income tax		(16	)		(4	)		(4	)		—			(20	)
Finance costs		—			19			17			(17	)		—
Loss on derivative financial instrument on Ainsworth Notes		—			9			9			—			9
Foreign exchange loss on Ainsworth Notes		—			18			17			—			17
Other items		(3	)		1			1			(2	)		(4	)
		47			25			23			(19	)		51
Net change in non-cash operating working capital balances		(34	)		(23	)		(22	)		8			(48	)
Interest paid		—			(13	)		(12	)		12			—
Net change in tax receivable		3			2			2			—			5
		16			(9	)		(9	)		1			8
Investing activities
Investment in property, plant and equipment		(66	)		(22	)		(20	)		—			(86	)
Investment in intangible assets		—			—			—			(2	)		(2	)
		(66	)		(22	)		(20	)		(2	)		(88	)
Financing activities
Common share dividends paid		(88	)		—			—			1			(87	)
Debt issue costs		(1	)		—			—			—			(1	)
Repayment of equipment financing loans		—			(10	)		(9	)		—			(9	)
		(89	)		(10	)		(9	)		1			(97	)
Foreign exchange revaluation on cash and cash equivalents held		—			—			(6	)		—			(6	)
Cash and cash equivalents
Decrease during period		(139	)		(41	)		(44	)		—			(183	)
Balance, beginning of period		193			142			134			—			327
Balance, end of period	$	54		$	101		$	90		$	—		$	144

(Refer to Notes in note 14(f))

20

(f) Notes to the Prior Period Financial Statements Reconciliations

(i) Functional currency

For the periods prior to March 31, 2015, Ainsworth had assessed their functional currency to be Canadian dollars. For presentation purposes, all foreign-currency denominated assets and liabilities are translated at the rate of exchange prevailing at the reporting date, and all foreign-currency denominated revenues and expenses at average rates during the period. Equity items are translated at historical rates. Gain or losses on translation are included in accumulated other comprehensive income.

Upon closing of the Merger, the functional currency of Ainsworth was re-assessed and determined to be US dollars. Based on the change in functional currency, effective April 1, 2015, all foreign-currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Foreign-currency denominated non-monetary assets and liabilities, measured at historic costs, are translated at the rate of exchange at the transaction date. Foreign-currency denominated revenues and expenses are translated at average rates during the period. Equity items are translated at historical rates. Gains or losses on translation are included in earnings.

(ii) Conformity in presentation

Amounts were reclassified to conform to Norbord’s presentation policies.

(iii) Presentation of costs

Costs were incurred related to a terminated transaction with Louisiana-Pacific Corporation (LP) and do not have a continuing impact on Norbord’s financial results.

21

The following are supplemental balance sheet disclosures of the combined entity as at December 31, 2014 and they provide additional detail of significant balance sheet items not previously disclosed elsewhere in these financial statements.

NOTE 15. PROPERTY, PLANT AND EQUIPMENT

(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Cost
January 1, 2014	$	12	$	331		$	1,249		$	108		$	1,700
Additions		—		—			33			66			99
Disposals		—		—			(8	)		—			(8	)
Transfers		—		8			74			(82	)		—
Effect of translation		—		(18	)		(50	)		(8	)		(76	)
December 31, 2014	$	12	$	321		$	1,298		$	84		$	1,715
Accumulated depreciation
January 1, 2014		—		65			247			—			312
Depreciation		—		15			69			—			84
Disposals		—		—			(6	)		—			(6	)
Effect of translation		—		(5	)		(11	)		—			(16	)
December 31, 2014	$	—	$	75		$	299		$	—		$	374
Net
January 1, 2014	$	12	$	266		$	1,002		$	108		$	1,388
December 31, 2014		12		246			999			84			1,341

22

NOTE 16. EMPLOYEE BENEFIT PLANS

Pension Plans

The Company has a number of pension plans in which participation is available to substantially all employees. Norbord’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. The most recent actuarial valuation for funding purposes was conducted as of December 31, 2013.

Information about the combined defined benefit pension obligation and assets is as follows:

(US $ millions)	2014
Change in accrued benefit obligation during the year
Accrued benefit obligation, beginning of year	$	149
Current service cost		3
Interest on accrued benefit obligation		7
Benefits paid		(8	)
Net actuarial loss arising from changes to:
Demographic assumptions		4
Financial assumptions		19
Experience adjustments		3
Foreign currency exchange rate impact		(13	)
Accrued benefit obligation, end of year (1)	$	164
Change in plan assets during the year
Plan assets, beginning of year	$	123
Interest income		6
Remeasurement gains:
Return on plan assets (excluding interest income)		6
Employer contributions		13
Benefits paid		(8	)
Administrative expenses and taxes		(1	)
Foreign currency exchange rate impact		(9	)
Plan assets, end of year (1)	$	130
Funded status
Accrued benefit obligation	$	164
Plan assets		(130	)
Accrued benefit obligation in excess of plan assets	$	34

⁽¹⁾  All plans have accrued benefit obligations in excess of plan assets.

NOTE 17. INCOME TAX

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities in the balance sheet and the amounts used for income tax purposes.

The source of deferred income tax balances is as follows:

(US $ millions)	Dec 31, 2014			Jan 1, 2014
Property, plant and equipment, differences in basis	$	(261	)	$	(270	)
Benefit of tax loss carryforwards		128			85
Other differences in basis		10			13
Net deferred income tax liabilities	$	(123	)	$	(172	)

23

(US $ millions)	Dec 31, 2014			Jan 1, 2014
Deferred income tax assets	$	29		$	14
Deferred income tax liabilities		(152	)		(186	)
Net deferred income tax liabilities	$	(123	)	$	(172	)

As at December 31, 2014, Norbord had the following approximate tax attributes available to carry forward:

	Amount (millions)	Latest Expiry Year
Tax loss carryforwards
Belgium	€34	Indefinite
Canada – non-capital loss	CAD$300	2034
Canada – capital loss	CAD$226	Indefinite
United States	US$133	2034

The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable. Certain deferred tax benefits relating to the above attributes have been included in deferred income taxes in the consolidated financial statements. At each balance sheet date, the Company assesses its deferred income tax assets and recognizes the amounts that, in the judgement of management, are probable to be utilized.

The expiry date, if applicable, of the unrecognized deferred tax assets is as follows:

(US $ millions)	Dec 31, 2014		Jan 1, 2014
2018 – 2034	$	12	$	19
Do not expire		39		36
Total	$	51	$	55

The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax assets have not been recognized as at December 31, 2014 is $394 million (January 1, 2014 – $322 million).

NOTE 18. COMMITMENTS

As at December 31, 2014, Norbord has entered into various commitments as follows:

	Payments Due by Period
(US $ millions)	Less than 1 year		1–5 years		Thereafter		Total
Purchase obligations	$	58	$	111	$	1	$	170
Operating leases		5		7		—		12
Reforestation obligations		—		3		1		4
	$	63	$	121	$	2	$	186

24

EX-99.10

Exhibit 99.10

OCTOBER 29, 2015

Management’s Discussion and Analysis

INTRODUCTION

The Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during the period. The information in this section should be read in conjunction with the unaudited condensed consolidated interim financial statements and the audited annual financial statements and annual MD&A in the 2014 Annual Report. Financial data provided has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Additional information on Norbord, including the Company’s annual information and other documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. All financial references in the MD&A are stated in US dollars, unless otherwise noted.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Adjusted EBITDA, Adjusted loss, Adjusted loss per share, cash provided by operating activities per share, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided. Certain prior period figures for Adjusted EBITDA and Adjusted loss have been adjusted to conform to the revised definition of these non-IFRS financial measures.

BUSINESS OVERVIEW & STRATEGY

Norbord is a leading global manufacturer of wood-based panels with 17 plant locations in the United States, Canada and Europe. After the completion of the merger with Ainsworth Lumber Co. Ltd. (Ainsworth) on March 31, 2015, Norbord is the largest global producer of oriented strand board (OSB) with annual capacity of 8 billion square feet (Bsf) (3/8-inch basis). In North America, Norbord owns 13 OSB production facilities located in the Southern region of the United States of America, Western Canada, Quebec, Ontario and Minnesota. In Europe, the Company operates three production facilities in the United Kingdom and one in Belgium and is the UK’s largest panel producer. OSB Accounts for 90% of Norbord’s Business     Production Capacity by Product NA = North America EU = Europe

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 1

The geographical breakdown of panel production capacity is approximately 80% in North America and 20% in Europe. Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America, Europe and Asia.

Norbord’s financial goal is to achieve top quartile ROE and ROCE among North American forest products companies. As Norbord operates in a cyclical commodity business, Norbord interprets its financial goals over the cycle.

Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management should enable it to access public and private capital markets, subject to financial market conditions. At period-end, Norbord had unutilized liquidity of $323 million, comprising $2 million in cash, $240 million in unutilized revolving bank lines and $81 million undrawn under its accounts receivable securitization program.

MERGER WITH AINSWORTH

On March 31, 2015, Norbord completed its merger with Ainsworth (the Merger). Each Ainsworth shareholder received 0.1321 of a Norbord common share for each Ainsworth common share held and consequently, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth became a wholly-owned subsidiary of Norbord and Ainsworth’s shares were delisted from the Toronto Stock Exchange on April 2, 2015.

As a result of the Merger, Norbord is now the largest global OSB producer in the world and brings together Norbord’s manufacturing cost leadership with Ainsworth’s product development innovation. It also allows Norbord to better serve the Company’s North American customers as well as gain access to small but growing Asian markets. Norbord expects to realize synergies of $45 million annually, and the Company has already captured $5 million year-to-date ($20 million annualized) from reduced corporate overhead, optimization of sales and logistics, and the sharing of operational best practices. The Company has incurred one-time costs of $4 million to-date to achieve these synergies.

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield Asset Management Inc. (Brookfield). Accordingly, the book values of the two entities were combined and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

As Norbord and Ainsworth now operate as a single company, this MD&A reviews the combined company’s performance for all periods presented. All prior period comparatives have been restated as if the companies had always been combined, except where noted.

SUMMARY

Norbord recorded Adjusted EBITDA of $30 million in the third quarter of 2015 compared to $19 million in the second quarter of 2015 and third quarter of 2014. North American OSB prices have been increasing steadily for the past two months from low levels experienced in late July as customers’ inventories remain lean and housing demand continues to improve at a gradual pace. US housing starts were up 12% versus the same period in 2014 and home construction permits, an important forward-looking indicator, were 13% higher. North Central benchmark OSB prices averaged $204 per thousand square feet (Msf) (⁷/₁₆-inch basis) in the quarter, up 6% compared to the prior quarter but still 6% below the same quarter last year. Year-to-date, North Central benchmark OSB prices averaged $197 per Msf, 10% lower than the prior year. Norbord’s North American shipments were up 2% versus the prior quarter and year-to-date and 3% higher year-over-year. Norbord’s North American operating mills continue to run at high levels of efficiency and manufacturing costs decreased both quarter-over-quarter and year-over-year, primarily driven by improved

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 2

productivity, raw material usage improvements, lower resin prices and the benefit of a weaker Canadian dollar versus the US dollar. Norbord’s European Adjusted EBITDA results are in line with the prior quarter and the same quarter last year as the positive impact of higher shipment volumes and productivity improvements offset the negative impact of OSB pricing pressure.

Norbord recorded a loss of $9 million ($0.11 loss per basic and diluted share) in the third quarter of 2015 compared to a loss of $23 million ($0.27 loss per basic and diluted share) in the second quarter of 2015 and a loss of $29 million ($0.34 loss per basic and diluted share) in the third quarter of 2014.

Excluding the impact of non-recurring items, including costs of early extinguishment of the $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes), severance and other costs incurred to achieve Merger synergies, Merger transaction costs, and using a normalized Canadian statutory tax rate, Norbord recorded an Adjusted loss of $4 million ($0.05 Adjusted loss per basic and diluted share) in the third quarter of 2015 compared to an Adjusted loss of $12 million ($0.14 Adjusted loss per basic and diluted share) in the prior quarter and an Adjusted loss of $11 million ($0.13 Adjusted loss per basic and diluted share) in the third quarter of 2014. The decrease in Adjusted loss versus both comparative periods is primarily due to higher shipment volumes, improved key input usages and the benefit of a weaker Canadian dollar versus the US dollar. Year-to-date, Norbord recorded an Adjusted loss of $31 million ($0.36 Adjusted loss per basic and diluted share) compared to an Adjusted loss of $1 million in the prior year ($0.01 Adjusted loss per basic and diluted share). The increase in Adjusted loss year-to-date is primarily driven by lower North American OSB prices.

The following table reconciles Adjusted loss to the most directly comparable IFRS measure:

(US $ millions)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Loss	$	(9	)	$	(23	)	$	(29	)	$	(69	)	$	(13	)
Add: Merger transaction costs		—			1			1			8			1
Add: Severance incurred to achieve Merger synergies		—			2			—			2			—
Add: Other costs incurred to achieve Merger synergies		—			1			—			2			—
Add: Costs on terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		—			25			—			25			—
Add: Foreign exchange on Ainsworth Notes		—			—			16			28			17
Add (less): Loss (gain) on derivative financial instrument on Ainsworth Notes		—			—			12			(5	)		9
Add (less): Reported income tax expense (recovery)		3			(22	)		(15	)		(33	)		(17	)
Add: Income tax recovery at statutory rate(1) (2015 - 26%; 2014 - 27%)		2			4			4			11			—
Adjusted loss	$	(4	)	$	(12	)	$	(11	)	$	(31	)	$	(1	)

⁽¹⁾ Represents Canadian combined federal and provincial statutory rate.

Home construction activity, particularly in the US, influences OSB demand and pricing. With 80% of the Company’s panel capacity located in North America, fluctuations in North American OSB demand and prices significantly affect Norbord’s results. Year-to-date, approximately 50% of Norbord’s North American OSB sales volume went into the new home construction sector. The remainder went into repair and remodelling, light commercial construction, industrial applications and export. Management believes this diversification provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. As the US housing market recovery progresses, management expects that Norbord’s shipment volume to the new home construction sector will continue to grow.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 3

On the cost side, fluctuations in raw material input prices significantly impact operating costs. Resin, wood fibre and energy account for approximately 65% of Norbord’s OSB cash production costs. The prices for these commodities are determined by economic and market conditions. In the third quarter of 2015, resin prices were in line with prior quarter but significantly lower than the same quarter last year. As the resin used in the OSB manufacturing process is a product of the petrochemical industry, its price is expected to continue at these lower levels consistent with the current oil market. Norbord will continue to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

The long-term fundamentals that support North American housing and OSB demand such as new household formations and immigration are predicted to be strong. Norbord’s European operations and Asian exports are exposed to different market dynamics relative to North America and this has provided meaningful market and geographic diversification for the Company. Combined with Norbord’s strong financial liquidity and solid customer partnerships, the Company is well positioned to benefit from the continuing recovery in the US housing markets and growing demand in the Company’s core European and Asian markets.

SUMMARY OF OPERATING AND FINANCIAL RESULTS

(US $ millions, except per share information, unless otherwise noted)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Return on capital employed (ROCE)		8	%		5	%		5	%		6	%		9	%
Return on equity (ROE)		(3	)%		(9	)%		(6	)%		(7	)%		(1	)%
Loss		(9	)		(23	)		(29	)		(69	)		(13	)
Adjusted loss		(4	)		(12	)		(11	)		(31	)		(1	)
Per Common Share
Loss, basic and diluted		(0.11	)		(0.27	)		(0.34	)		(0.81	)		(0.15	)
Adjusted loss, basic and diluted		(0.05	)		(0.14	)		(0.13	)		(0.36	)		(0.01	)
Dividends declared(1)		0.10			0.25			0.60			0.60			1.80
Sales		378			365			409			1,094			1,229
Adjusted EBITDA		30			19			19			64			101
Depreciation		22			22			21			65			62
Investment in property, plant and equipment & intangible assets		15			15			35			43			88
Shipments (MMsf–3/8”)
North America(2)		1,409			1,375			1,366			4,038			3,954
Europe		453			438			433			1,315			1,262
Indicative Average OSB Price
North Central ($/Msf–7/16”)		204			193			216			197			218
South East ($/Msf–7/16”)		176			174			177			175			190
Western Canada ($/Msf–7/16”)		158			152			187			156			204
Europe (€/m3)(3)		220			218			258			223			267

⁽¹⁾ Dividends declared per share stated in Canadian dollars.

⁽²⁾ Includes export shipment volume of 91, 68, 105, 219, 321 MMsf-3/8”.

⁽³⁾  European indicative average OSB price represents the gross delivered price to the largest Continental market.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 4

Sales

Total sales in the quarter were $378 million, compared to $365 million in the previous quarter and $409 million in the third quarter of 2014. Quarter-over-quarter, total sales increased by $13 million or 4%. In North America, sales increased by 3% due to higher shipment volumes primarily attributed to increased productivity and fewer maintenance shuts. In Europe, sales increased by 4% due to higher shipment volumes. Year-over-year, sales decreased by $31 million or 8% and year-to-date, total sales decreased by $135 million or 11%. In North America, sales decreased by 7% year-over-year and 10% year-to-date due to lower OSB prices partially offset by higher shipment volumes, again primarily attributed to increased productivity and fewer maintenance shuts. In Europe, sales decreased by 9% year-over-year and 12% year-to-date due to lower OSB prices and the impact of the weaker Pound Sterling versus the US dollar, offset partially by higher shipment volumes.

Markets   In North America, September year-to-date US housing starts were up 12% versus the same period in 2014 and the current seasonally-adjusted annualized rate stands at 1.21 million. Single family starts, which use approximately three times more OSB than multi-family, increased by 11%. Permits were 13% higher year-over-year. The consensus forecast from US housing economists stands at approximately 1.1 million starts in 2015, a 10% improvement over last year. Despite the significant rebound in new home construction since 2009, US housing starts remain well below the long-term annual average of 1.5 million. Norbord Focused on North American OSB Market  

After bottoming in early August, North American benchmark OSB prices increased steadily during the remainder of the quarter as US new home construction activity and OSB demand continued to improve. The North Central benchmark averaged $204 per Msf ( ⁷⁄₁₆-inch basis) for the quarter, compared to $193 per Msf in the previous quarter and $216 per Msf in the same quarter last year. In the South East region, where approximately 35% of Norbord’s North American capacity is located, benchmark prices averaged $176 per Msf in the quarter, compared to $174 per Msf in the prior quarter and $177 per Msf in the same quarter last year. In the Western Canada region, where approximately 30% of Norbord’s North American capacity is located, benchmark prices averaged $158 per Msf for the quarter, compared to $152 per Msf in the previous quarter and $187 per Msf in the same quarter last year. The impact of lower Western Canada benchmark prices was mitigated by the fact that Norbord’s Western Canadian mills also benefited from a weaker Canadian dollar versus US dollar from a cost perspective.

Approximately half of Norbord’s year-to-date OSB sales volume went to the new home construction sector, while the other half went into repair and remodelling, light commercial construction, industrial applications and export. Management believes that this diversification provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 5

In Europe, panel markets continued to experience demand growth in the third quarter, reflecting improving housing markets and continued OSB substitution in the Company’s core geographies, particularly the UK and Germany. OSB prices were 18% lower year-over-year as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine and the Russian ruble collapse, but were flat quarter-over-quarter for the first time in 12 months. As a result, third quarter average panel prices were in line with the prior quarter and 10% lower than the same quarter last year. Particleboard prices were stable versus both comparative quarters, while medium density fibreboard (MDF) prices (which are less directly impacted by the recovering housing sector) were down 2% versus the prior quarter and 5% compared to the same quarter last year.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK and supported Norbord’s export program into the Continent. During the third quarter of 2015, the Pound Sterling weakened slightly from 1.41 to 1.36 against the Euro but is still trading in the upper end of the 10-year range.

Operating Results

Adjusted EBITDA (US $ millions)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
North America	$	22		$	11		$	11		$	44		$	76
Europe		11			10			11			28			36
Unallocated		(3	)		(2	)		(3	)		(8	)		(11	)
Total	$	30		$	19		$	19		$	64		$	101

Norbord generated Adjusted EBITDA of $30 million in the third quarter of 2015 compared to $19 million in the second quarter of 2015 and third quarter of 2014. Year-to-date, the Company generated Adjusted EBITDA of $64 million compared to $101 million in the prior year. Quarter-over-quarter, the Adjusted EBITDA increase was due to higher shipment volumes, improved raw material usage, lower maintenance costs and the weaker Canadian dollar. Year-over-year, Adjusted EBITDA increased as the same cost benefits plus lower resin prices more than offset lower OSB prices. Year-to-date, Adjusted EBITDA decreased as lower OSB prices more than offset all these cost benefits.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 6

Major components of the change in Adjusted EBITDA versus comparative periods are summarized in the variance table below:

Adusted EBITDA variance (US $ millions)	Q3 2015 vs. Q2 2015			Q3 2015 vs. Q3 2014			9 mos 2015 vs. 9 mos 2014
Adjusted EBITDA – current period	$	30		$	30		$	64
Adjusted EBITDA – comparative period		19			19			101
Variance	$	11		$	11		$	(37	)
Mill nets(1)		—			(34	)		(120	)
Volume(2)		5			14			14
Key input prices(3)		(3	)		8			26
Key input usage(3)		4			4			10
Mill profit share and bonus		—			—			1
Other operating costs and foreign exchange(4)		5			19			32
Total	$	11		$	11		$	(37	)

⁽¹⁾  The mill nets variance represents the change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

⁽²⁾ The volume variance represents the impact of shipment volume changes across all products.

⁽³⁾ The key inputs include wood fibre, resin, wax and energy.

⁽⁴⁾ The other operating costs and foreign exchange category covers all remaining variances including labour and benefits, and maintenance.

North America

North American operations generated Adjusted EBITDA of $22 million in the third quarter of 2015, $11 million in the second quarter of 2015 and $11 million in the third quarter of 2014. Year-to-date, North American operations generated Adjusted EBITDA of $44 million versus $76 million in the prior period. Quarter-over-quarter, Adjusted EBITDA doubled due to higher shipment volumes, improved key input usage, lower maintenance costs and the benefit of a weaker Canadian dollar relative to the US dollar. Year-over-year, the increase in Adjusted EBITDA is attributed to higher shipment volumes, lower resin prices and the weaker Canadian dollar, partially offset by lower OSB prices. Year-to-date, the lower Adjusted EBITDA result was primarily driven by significantly lower OSB prices. Lower resin prices, higher shipment volumes and the weaker Canadian dollar provided a partial offset.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased by 4% compared to the second quarter of 2015, 14% compared to the third quarter of 2014 and 9% year-to-date. Quarter-over-quarter, unit costs declined as a result of improved productivity and key input usages, fewer maintenance shutdown days and the benefit of a weaker Canadian dollar, partially offset by higher input prices. Year-over-year, the lower unit cost was primarily driven by the benefit of a weaker Canadian dollar, lower resin prices and the impact of fewer maintenance shutdowns taken in 2015. Year-to-date, the lower unit cost was primarily driven by the benefit of a weakening Canadian dollar, lower resin prices and increased productivity.

Norbord’s North American OSB mills produced at approximately 80% of stated capacity in both the third and second quarters of 2015 compared to 75% in the third quarter of 2014. Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at approximately 90% of stated capacity in both the third and second quarters of 2015 compared to 85% in the third quarter of 2014, with two mills achieving quarterly production records in the current quarter. Year-over-year, operating mill capacity utilization (based on fiscal days in each period) increased due to improved productivity and fewer maintenance shutdown days.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 7

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for a future restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. These two mills represent approximately 12% of Norbord’s capacity in North America.

Europe

European operations generated Adjusted EBITDA of $11 million in the third quarter of 2015 versus $10 million in the second quarter of 2015 and $11 million in the third quarter of 2014. Year-to-date, European operations generated Adjusted EBITDA of $28 million in 2015 versus $36 million in 2014. Quarter-over-quarter, Adjusted EBITDA increased by $1 million due to improved key input usages, partially offset by lower OSB and MDF prices. Year-over-year, Adjusted EBITDA was flat as higher shipment volumes, lower resin prices and improved key input usages were offset by lower OSB and MDF prices. Year-to-date, Adjusted EBITDA decreased by $8 million as the benefit of lower resin prices, improved key input usages and higher shipment volumes was more than offset by lower OSB prices, and the translation impact of the weaker Pound Sterling versus the US dollar.

European mills produced at approximately 100% of stated capacity in the quarter compared to approximately 100% in the second quarter of 2015 and 100% in the third quarter of 2014 (90% based on the restated capacity). One mill achieved a quarterly production record.

Margin Improvement Program

Margin improvement represents the Company’s single most important operating focus. The prices of resin, wood fibre and energy, which account for approximately 65% of Norbord’s OSB cash production costs, are determined by economic and market conditions and are, to a large degree, uncontrollable. These costs have risen through most of the past decade and more recently resin prices have declined as oil prices collapsed. The Company realized MIP gains of $13 million in the third quarter and $34 million year-to-date. MIP gains, measured relative to 2014 at constant prices and exchange rates, limited the unfavourable impact that lower OSB pricing had on year-to-date earnings. Contributions to MIP included improved productivity and lower raw material usage.

FINANCE COSTS, DEPRECIATION AND INCOME TAX

(US $ millions)	Q3 2015		Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Finance costs	$	14	$	13		$	13		$	41		$	40
Costs on early extinguishment of Ainsworth Notes		—		25			—			25			—
Loss (gain) on derivative financial instrument on Ainsworth Notes		—		—			12			(5	)		9
Depreciation		22		22			21			65			62
Income tax expense (recovery)		3		(22	)		(15	)		(33	)		(17	)

Finance Costs

Finance costs includes interest expense on long-term debt and utilization charges on the accounts receivable securitization program and are consistent across all comparative periods.

Depreciation

The Company uses the units-of-production depreciation method for its production equipment. The fluctuation in quarterly depreciation expense reflects relative changes in production levels by mill.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 8

Income Tax

An income tax expense of $3 million was recorded on the pre-tax loss of $6 million in the third quarter of 2015. The net $3 million tax expense is primarily attributable to the deferred tax expense relating to a foreign exchange gain on the remeasurement of Canadian dollar-denominated non-monetary items to US dollars using current exchange rates versus historic exchange rates. Year-to-date, an income tax recovery of $33 million was recorded on $102 million pre-tax loss. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities and fluctuations in relative currency values.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Cash provided by (used for) operating activities	$	23		$	(3	)	$	34		$	(32	)	$	8
Cash provided by (used for) operating activities per share		0.27			(0.04	)		0.40			(0.38	)		0.09
Operating working capital		145			151			121
Total working capital		147			163			272
Investment in property, plant and equipment & intangible assets		15			15			35			43			88
Net debt to capitalization, market basis(1)		32	%		30	%		22	%
Net debt to capitalization, book basis(1)		51	%		50	%		48	%

⁽¹⁾  Figures for Q3-2014 have not been restated for the Merger and are the originally disclosed amounts.

At period-end, Norbord had unutilized liquidity of $323 million, comprising $2 million in cash, $240 million in unutilized revolving bank lines and $81 million undrawn under the accounts receivable securitization program which the Company believes is sufficient to fund expected short-term cash requirements.

Senior Secured Notes Due 2023

In April 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred on the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2017 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the outstanding Ainsworth Notes that were assumed upon closing of the Merger. As a result of the early redemption, a premium of $13 million was paid, a $1 million write-off of net unamortized debt issue costs was recorded and an $11 million write-off upon extinguishment of the related derivative financial instrument was recognized.

Senior Secured Notes Due 2020

The Company’s $240 million senior secured notes due 2020 bear an interest rate of 5.375%.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due 2017 bear an interest rate that varies with the Company’s credit ratings. The interest rate has been 7.70% since August 15, 2013.

At October 29, 2015, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Negative	Stable	Stable

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 9

Revolving Bank Lines

The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. In April 2015, the Company amended its committed revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Merger and extend the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016). The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with the holders of the 2017, 2020 and 2023 senior secured notes.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $450 million and maximum net debt to total capitalization, book basis, of 65%. For the purposes of the tangible net worth calculation, the following adjustments have been made as at period-end:

• the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back;

• other comprehensive income movement subsequent to January 1, 2011 is excluded;

• intangible assets are excluded; and

• the impact of the change in functional currency of Ainsworth on shareholders’ equity of $155 million is excluded.

Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash and cash equivalents plus letters of credit issued and any bank advances. At period-end, the Company’s tangible net worth was $722 million and net debt for financial covenant purposes was $758 million. Net debt to capitalization, book basis, was 51%. The Company was in compliance with the financial covenants at period-end.

Norbord’s capital structure at period-end consisted of the following:

(US $ millions)	Sep 26, 2015			Dec 31, 2014(1)
Long-term debt, principal value	$	755		$	440
Add: Other long-term debt		44			—
Less: Cash and cash equivalents		(2	)		(25	)
Net debt		797			415
Less: Other long-term debt		(44	)		—
Add: Letters of credit		5			3
Net debt for financial covenant purposes		758			418
Shareholders’ equity		520			359
Less: intangible assets		(13	)		—
Add: other comprehensive income movement(2)		39			24
Add: impact of Ainsworth changing functional currencies		155			—
Add: IFRS transitional adjustments		21			21
Tangible net worth for financial covenant purposes		722			404
Total capitalization	$	1,480		$	822
Net debt to capitalization, book basis		51	%		51	%
Net debt to capitalization, market basis		32	%		26	%

⁽¹⁾  Figures have not been restated for the merger with Ainsworth.

⁽²⁾  Cumulative subsequent to January 1, 2011.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 10

Accounts Receivable Securitization

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. In April 2015, the program commitment limit was increased from $100 million to $125 million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $139 million in accounts receivable, and Norbord recorded cash proceeds of $44 million relating to this financing program as other long-term debt. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes.

The securitization program contains no financial covenants. However, the program is subject to minimum credit rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. The Company was in compliance with the minimum credit rating requirement at period-end.

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, was $145 million at period-end compared to $151 million at the end of the prior quarter and $121 million as at September 27, 2014. The Company aims to continuously minimize the amount of capital held as operating working capital and takes actions to manage it at minimal levels.

Quarter-over-quarter, operating working capital decreased by $6 million due to an increase in accounts payable, partially offset by higher accounts receivable and inventory. Higher accounts payable is primarily due to the timing of payments and higher interest accrual due to the timing of coupon payments on the senior secured notes. Higher accounts receivable is primarily due to the timing of commodity tax refunds.

Year-over-year, operating working capital increased by $24 million primarily due to higher inventory and lower accounts payable. Higher inventory is attributed to the timing of maintenance shuts. Lower accounts payable is attributed to the timing of payments and capital expenditures.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable less bank advances, was $147 million at the end of the third quarter of 2015 compared to $163 million at the end of the prior quarter and $272 million as at September 27, 2014. Quarter-over-quarter, the decrease is attributed to lower cash and cash equivalents and the lower operating working capital. Year-over-year, the decrease is primarily attributed to the lower cash and cash equivalents partially offset by higher operating working capital.

Operating activities generated $23 million in cash ($0.27 per share) in the third quarter of 2015. Operating activities consumed $3 million in cash ($0.04 per share) in the prior quarter and generated $34 million in cash ($0.40 per share) in the third quarter of 2014. The increase in cash generated versus the prior quarter is mainly attributed to the higher Adjusted EBITDA and reduction in non-cash operating working capital. The lower generation of cash versus the prior year is primarily the result of the increase in non-cash operating working capital. Year-to-date, operating activities consumed $32 million ($0.37 per share) compared to $8 million ($0.09 per share) generated in the prior period. The lower generation of cash versus the prior year is the result of lower Adjusted EBITDA and the increase in non-cash operating working capital.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 11

INVESTMENTS AND DIVESTITURES

Investments

Investment in property, plant and equipment and intangible assets was $15 million in the third quarter of 2015 compared to $15 million in the prior quarter and $35 million in the third quarter of 2014. Year-to-date investment was $43 million in 2015 compared to $88 million in 2014. The decrease versus the prior year is primarily attributable to the larger scope of the capital projects undertaken in 2014.

Norbord’s 2015 investment in property, plant and equipment is expected to be $70 million, which includes further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

CAPITALIZATION

At October 29, 2015, there were 85.4 million common shares outstanding. In addition, 2.0 million stock options were outstanding, of which 0.3 million stock options relate to Ainsworth options that were converted to Norbord options upon closing of the Merger. Of the options outstanding, 63% were fully vested.

In October 2015, Norbord applied to the Toronto Stock Exchange (TSX) for approval to put in place a normal course issuer bid to enable the Company to repurchase its shares in accordance with TSX rules. No share repurchases were made under the Company’s previous bid that expired on March 5, 2015.

Dividends

The Company has a variable dividend policy which targets the pay-out to shareholders of a portion of expected future free cash flow over the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not seasonality, of the business. Year-to-date, the Board of Directors declared two quarterly dividends of CAD $0.25 per common share, which were paid on March 21, 2015 and June 21, 2015 and a quarterly dividend of CAD $0.10 per common share paid on September 21, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the discretion to modify, suspend or cancel the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

FINANCIAL INSTRUMENTS

The Company utilizes various derivative financial instruments to manage risk and make better use of capital. The fair values of these instruments are reflected on the Company’s balance sheet and are disclosed in note 11 to the condensed consolidated interim financial statements.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with Brookfield or other related parties under common control of Brookfield which have been measured at exchange value and are recognized in the interim consolidated financial statements. The following transactions have occurred between the Company and Brookfield during the normal course of business.

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered and cost of goods purchased were less than $1 million.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 12

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which the Company, as a shareholder, has significant influence. At period-end, $4 million (December 31, 2014 – $2 million) due from Interex was included in accounts receivable.

SELECTED QUARTERLY INFORMATION

(US $ millions, except per share information, unless otherwise noted)	Q3			Q2			2015 Q1			Q4			Q3			Q2			2014 Q1			2013 Q4(1)
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		8	%		5	%		4	%		4	%		5	%		12	%		10	%		13	%
Return on equity (ROE)		(3	)%		(9	)%		(10	)%		(8	)%		(6	)%		4	%		1	%		24	%
Cash provided by (used for) operating activities		23			(3	)		(52	)		1			34			16			(42	)		35
Cash provided by (used for) operating activities per share		0.27			(0.04	)		(0.61	)		0.01			0.40			0.19			(0.49	)		0.68
SALES AND EARNINGS
Sales		378			365			351			372			409			419			401			302
Adjusted EBITDA		30			19			15			16			19			46			36			29
(Loss) earnings		(9	)		(23	)		(37	)		(26	)		(29	)		23			(7	)		2
Adjusted (loss) earnings		(4	)		(12	)		(15	)		(15	)		(11	)		9			1			23
PER COMMON SHARE
(Loss) earnings, basic and diluted(2)		(0.11	)		(0.27	)		(0.43	)		(0.30	)		(0.34	)		0.27			(0.08	)		0.04
Adjusted (loss) earnings, basic and diluted(3)		(0.05	)		(0.14	)		(0.18	)		(0.18	)		(0.13	)		0.11			0.01			0.43
Dividends declared(4)		0.10			0.25			0.25			0.60			0.60			0.60			0.60			0.60
KEY STATISTICS
Shipments (MMsf–3/8”)
North America(5)		1,409			1,375			1,254			1,312			1,366			1,367			1,221			887
Europe		453			438			424			401			433			395			434			375
Indicative Average OSB Price
North Central ($/Msf–7/16”)		204			193			193			216			216			219			219			245
South East ($/Msf–7/16”)		176			174			175			181			177			199			193			192
Western Canada ($/Msf–7/16”)		158			152			159			172			187			206			219			219
Europe (€/m3)(6)		220			218			232			248			258			269			273			276

⁽¹⁾ Not restated for the Merger.

⁽²⁾ Basic and diluted (loss) earnings per share are the same.

⁽³⁾ Basic and diluted adjusted (loss) earnings per share are the same except diluted adjusted earnings per share for Q2-14 is $0.10.

⁽⁴⁾ Dividends declared per share stated in Canadian dollars.

⁽⁵⁾ Includes export shipment volume of 91, 68, 60, 70, 105, 120, 96, 15 MMsf – 3/8”.

⁽⁶⁾ European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of wood fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 13

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and the payment of mill profit share and bonuses across the Company. Logs are generally consumed in the spring and summer months. Operating working capital also fluctuates based on the timing of semi-annual coupon payments on secured notes.

The demand for and the price of OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the demand for and the price of OSB in North America. The Company estimates that the annualized impact on Adjusted EBITDA of a $10 per Msf (⁷/₁₆-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $58 million or $0.68 per basic share. Regional pricing variations, particularly in the Southern US and Western Canada, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

Global commodity prices affect the prices of key raw material input costs, primarily wood fibre, resin, wax and energy which have been increasing as the broader US economic recovery gained traction. However, resin prices started trending down in the fourth quarter of 2014, reversing a decade-long upward trend. At current oil prices, lower resin prices are expected to continue compared to prior years.

Norbord has a moderate exposure to the Canadian dollar with approximately 37% of its panel production capacity located in Canada. The Company estimates that the favourable impact of a one-cent (US) decrease in the value of the Canadian dollar would positively impact annual Adjusted EBITDA by approximately $3 million when all of Norbord’s Canadian OSB mills operate at capacity.

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Merger Transaction Costs – Included in the second quarter of 2015 is $1 million ($0.01 per basic and diluted share) of transaction costs related to the Merger. Included in the first quarter of 2015 is $7 million ($0.08 per basic and diluted share) of transaction costs related to the Merger. Included in the fourth quarter of 2014 is $9 million ($0.11 per basic and diluted share) of transaction costs related to the Merger. Included in the third quarter of 2014 is $1 million ($0.01 per basic and diluted share) of transactions costs related to the Merger.

Severance Incurred to Achieve Merger Synergies – Included in the second quarter of 2015 is $2 million ($0.02 per basic and diluted share) of costs incurred to achieve synergies from the Merger, which consists primarily of severance costs.

Costs on Early Debt Extinguishment – Included in the second quarter of 2015 is a $13 million ($0.15 per basic and diluted share) premium paid on the early extinguishment of the Ainsworth Notes, an $11 million ($0.13 per basic and diluted share) write-off of the related financial instrument on the call options embedded in the Ainsworth Notes and a related $1 million ($0.01 per basic and diluted share) write-off of net unamortized debt issue costs. Included in the fourth quarter of 2013 is a $17 million ($0.32⁽¹⁾ per basic and diluted share) premium paid on the early extinguishment of Norbord’s outstanding $240 million 6.25% senior notes due in 2015 and a related $3 million ($0.06⁽¹⁾ per basic and diluted share) write-off of unamortized debt issue costs.

⁽¹⁾ Not restated for the Merger

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 14

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.08 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.06 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets. Included in the fourth quarter of 2013 is a $9 million ($0.17⁽²⁾ per basic and diluted share) income tax recovery related to the recognition of a non-recurring deferred tax asset.

CHANGE IN ACCOUNTING POLICIES

The accounting policies of the Company and Ainsworth were consistent, and in addition to the accounting policies disclosed in note 2 in the Company’s 2014 audited annual financial statements, the following accounting policies were adopted:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on the basis of the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the Provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

FUTURE CHANGE IN ACCOUNTING POLICIES

Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. In September 2015, the IASB formalized a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 and will be effective for the year ending December 31, 2018. The Company is currently assessing the impact of IFRS 15 on its financial statements.

⁽²⁾ Not restated for the Merger

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 15

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

Management has made certain estimates and judgments that affect the reported amounts and other disclosures in the financial statements. These estimates and judgments are described in the 2014 audited annual financial statements of the Company and Ainsworth.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal controls over financial reporting during the three months ended September 26, 2015 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting, except for the following:

In accordance with the provisions of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, management, including the CEO and CFO, have limited the scope of their design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Ainsworth. Norbord completed its merger with Ainsworth on March 31, 2015.

Ainsworth’s contribution to the Company’s consolidated financial statements for the quarter ended September 26, 2015 was approximately 24% of consolidated sales and approximately 30% of consolidated Adjusted EBITDA. Additionally, Ainsworth’s current assets and current liabilities were approximately 18% and 15% of consolidated current assets and current liabilities, respectively, and its long term assets and long term liabilities were approximately 38% and 1% of consolidated non-current assets and non-current liabilities, respectively.

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted loss is loss determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by Louisiana-Pacific Corporation (LP) that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes. The actual income tax recovery (expense) is deducted (added back) and a tax recovery (expense) calculated at the Canadian combined federal and provincial statutory rate is added (deducted). Adjusted loss per share is Adjusted loss divided by the weighted average number of common shares outstanding.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 16

The following table reconciles Adjusted loss to the most directly comparable IFRS measure:

(US $ millions)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Loss	$	(9	)	$	(23	)	$	(29	)	$	(69	)	$	(13	)
Add: Merger transaction costs		—			1			1			8			1
Add: Severance incurred to achieve Merger synergies		—			2			—			2			—
Add: Other costs incurred to achieve Merger synergies		—			1			—			2			—
Add: Costs on terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		—			25			—			25			—
Add: Foreign exchange loss on Ainsworth Notes		—			—			16			28			17
Add (less): Loss (gain) on derivative financial instrument on Ainsworth Notes		—			—			12			(5	)		9
Add (less): Reported income tax expense (recovery)		3			(22	)		(15	)		(33	)		(17	)
Add: Income tax recovery at statutory rate(1) (2015 - 26%; 2014 - 27%)		2			4			4			11			—
Adjusted loss	$	(4	)	$	(12	)	$	(11	)	$	(31	)	$	(1	)

⁽¹⁾ Represents Canadian combined federal and provincial statutory rate.

Adjusted EBITDA is loss determined in accordance with IFRS before finance costs, income taxes, depreciation and other unusual or non-recurring items. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by LP that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	Q3 2015			Q2 2015			Q3 2014			9 mos 2015			9 mos 2014
Loss	$	(9	)	$	(23	)	$	(29	)	$	(69	)	$	(13	)
Add: Finance costs		14			13			13			41			40
Add: Depreciation		22			22			21			65			62
Add (less): Income tax expense (recovery)		3			(22	)		(15	)		(33	)		(17	)
Add: Merger transaction costs		—			1			1			8			1
Add: Severance incurred to achieve Merger synergies		—			2			—			2			—
Add: Other costs incurred to achieve Merger synergies		—			1			—			2			—
Add: Costs on terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		—			25			—			25			—
Add: Foreign exchange loss on Ainsworth Notes		—			—			16			28			17
Add (less): Loss (gain) on derivative financial instrument on Ainsworth Notes		—			—			12			(5	)		9
Adjusted EBITDA	$	30		$	19		$	19		$	64		$	101

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 17

Operating working capital is accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	Sep 26, 2015			Jun 27, 2015			Dec 31, 2014			Sep 27, 2014
Accounts receivable	$	169		$	166		$	140		$	167
Inventory		183			179			184			172
Accounts payable and accrued liabilities		(207	)		(194	)		(218	)		(218	)
Operating working capital	$	145		$	151		$	106		$	121

Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	Sep 26, 2015		Jun 27, 2015		Dec 31, 2014		Sep 27, 2014
Operating working capital	$	145	$	151	$	106	$	121
Cash and cash equivalents		2		10		92		145
Tax receivable		—		2		2		6
Total working capital	$	147	$	163	$	200	$	272

Capital employed is the sum of property, plant and equipment, intangible assets and operating working capital less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, intangible assets and operating working capital.

(US $ millions)	Sep 26, 2015			Jun 27, 2015			Dec 31, 2014			Sep 27, 2014
Property, plant and equipment	$	1,264		$	1,277		$	1,341		$	1,374
Intangible assets		13			12			11			9
Accounts receivable		169			166			140			167
Inventory		183			179			184			172
Accounts payable and accrued liabilities		(207	)		(194	)		(218	)		(218	)
Capital employed	$	1,422		$	1,440		$	1,458		$	1,504

ROCE (return on capital employed) is Adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management and viability of products. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is Adjusted loss divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 18

Net debt is the principal amount of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	Sep 26, 2015			Jun 27, 2015			Dec 31, 2014(1)			Sep 27, 2014(1)
Long-term debt, principal value	$	755		$	755		$	440		$	440
Add: Other long-term debt		44			50			—			—
Less: Cash and cash equivalents		(2	)		(10	)		(25	)		(54	)
Net debt		797			795			415			386
Less: Other long-term debt		(44	)		(50	)		—			—
Add: Letters of credit		5			4			3			3
Net debt for financial covenant purposes	$	758		$	749		$	418		$	389

⁽¹⁾  Not restated for the Merger and are the originally disclosed amounts.

Tangible net worth consists of shareholders’ equity including certain adjustments. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011 (includes those movements related to the translation of Ainsworth in prior periods).

(US $ millions)	Sep 26, 2015			Jun 27, 2015			Dec 31, 2014(1)		Sep 27, 2014(1)
Shareholders’ equity	$	520		$	547		$	359	$	399
Less: Intangible assets		(13	)		(12	)		—		—
Add: Other comprehensive income movement(2)		39			27			24		9
Add: Impact of Ainsworth adopting USD as its functional currency		155			155			—		—
Add: IFRS transitional adjustments		21			21			21		21
Tangible net worth	$	722		$	738		$	404	$	429

⁽¹⁾  Not restated for the Merger and are the originally disclosed amounts.

⁽²⁾  Subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and tangible net worth. Net debt to capitalization on a book basis is a measure of the Company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of the Company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 19

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “anticipates,” “intends,” “pro forma” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of wood fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; (16) the integration of the Ainsworth operations; and (17) the ability of the combined company to realize synergies.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic, financial and political conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to wood fibre resources at competitive prices; (6) availability of rail services and port facilities; (7) various events that could disrupt operations, including natural events and ongoing relations with employees; (8) impact of changes to, or non-compliance with, environmental regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of certain tax exposures; (12) effects of currency exposures and exchange rate fluctuations; and (13) future operating costs.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the Caution Regarding Forward-Looking Information statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the Forward-Looking Statements section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 20

EX-99.11

Exhibit 99.11

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Peter C. Wijnbergen, President and Chief Executive Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended September 26, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 28, 2015 and ended on September 26, 2015, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	October 30, 2015
	/s/ Peter C. Wijnbergen
	Peter C. Wijnbergen President and Chief Executive Officer

- 2 -

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended September 26, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 28, 2015 and ended on September 26, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	October 30, 2015
	/s/ Robin Lampard
	Robin Lampard Senior Vice President and Chief Financial Officer

- 2 -

EX-99.12

Exhibit 99.12

Consolidated Balance Sheets

(unaudited) (US $ millions)	Note	Jun 27, 2015		Dec 31, 2014 (note 14(a))		Jan 1, 2014 (note 14(a))
Assets
Current assets
Cash and cash equivalents	10	$	10	$	92	$	327
Accounts receivable	3		166		140		155
Tax receivable			2		2		10
Inventory	4		179		184		169
			357		418		661
Non-current assets
Property, plant and equipment			1,277		1,341		1,388
Deferred income tax assets			6		29		14
Other assets	5		30		36		43
			1,313		1,406		1,445
		$	1,670	$	1,824	$	2,106
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	194	$	218	$	246
Current portion of long-term debt	6		—		—		9
			194		218		255
Non-current liabilities
Long-term debt	6		744		748		746
Other long-term debt	3		50		—		—
Other liabilities	7		37		47		40
Deferred income tax liabilities			98		152		186
			929		947		972
Shareholders’ equity	8		547		659		879
		$	1,670	$	1,824	$	2,106

(See accompanying notes)

1

Consolidated Statements of Earnings

(unaudited) Periods ended Jun 27 and Jun 28 (US $ millions, except per share information)	Note	Q2 2015			Q2 2014 (note 14(b))			6 mos 2015			6 mos 2014 (note 14(b))
Sales		$	365		$	419		$	716		$	820
Cost of sales			(344	)		(369	)		(677	)		(730	)
General and administrative expenses			(3	)		(4	)		(7	)		(8	)
Earnings before the under-noted			18			46			32			82
Foreign exchange gain (loss) on Ainsworth Notes			—			11			(28	)		(1	)
Costs on early extinguishment of Ainsworth Notes	6		(25	)		—			(25	)		—
(Loss) gain on derivative financial instrument on Ainsworth Notes	11		—			(1	)		5			3
Merger transaction costs	1		(1	)		—			(8	)		—
Severance incurred to achieve Merger synergies			(2	)		—			(2	)		—
Costs related to terminated LP acquisition	14(f)(iii)		—			—			—			(2	)
Earnings before finance costs, income tax and depreciation			(10	)		56			(26	)		82
Finance costs			(13	)		(13	)		(27	)		(27	)
Depreciation			(22	)		(21	)		(43	)		(41	)
Income tax recovery			22			1			36			2
(Loss) earnings		$	(23	)	$	23		$	(60	)	$	16
(Loss) earnings per common share	9
Basic and Diluted		$	(0.27	)	$	0.27		$	(0.70	)	$	0.19

(See accompanying notes)

Consolidated Statements of Comprehensive (Loss) Income

(unaudited) Periods ended Jun 27 and Jun 28 (US $ millions)	Q2 2015			Q2 2014 (note 14(c))			6 mos 2015			6 mos 2014 (note 14(c))
(Loss) earnings	$	(23	)	$	23		$	(60	)	$	16
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings:
Actuarial gain (loss) on post-employment obligation		13			(4	)		4			(7	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation gain (loss) on foreign operations		5			19			(33	)		1
Net gain on Euro cash flow hedge		1			—			1			—
Other comprehensive income (loss), net of tax		19			15			(28	)		(6	)
Comprehensive (loss) income	$	(4	)	$	38		$	(88	)	$	10

(See accompanying notes)

2

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) Periods ended Jun 27 and Jun 28 (US $ millions)	Note	Q2 2015			Q2 2014 (note 14(d))			6 mos 2015			6 mos 2014 (note 14(d))
Share capital
Balance, beginning of period		$	1,236		$	1,234		$	1,235		$	1,234
Issue of common shares upon closing of Merger	1,8		96			—			96			—
Issue of common shares upon exercise of options and Dividend Reinvestment Plan	8		2			1			3			1
Balance, end of period	8	$	1,334		$	1,235		$	1,334		$	1,235
Merger reserve
Balance, beginning of period		$	—		$	—		$	—		$	—
Issue of common shares upon closing of Merger	1,8		(96	)		—			(96	)		—
Balance, end of period		$	(96	)	$	—		$	(96	)	$	—
Contributed surplus
Balance, beginning of period		$	10		$	8		$	9		$	8
Stock-based compensation	8		—			—			1			—
Balance, end of period		$	10		$	8		$	10		$	8
Retained earnings
Balance, beginning of period		$	(509	)	$	(344	)	$	(461	)	$	(308	)
(Loss) earnings			(23	)		23			(60	)		16
Common share dividends			(17	)		(29	)		(28	)		(58	)
Balance, end of period(i)		$	(549	)	$	(350	)	$	(549	)	$	(350	)
Accumulated other comprehensive (loss) income
Balance, beginning of period		$	(171	)	$	(76	)	$	(124	)	$	(55	)
Other comprehensive income (loss)			19			15			(28	)		(6	)
Balance, end of period	8	$	(152	)	$	(61	)	$	(152	)	$	(61	)
Shareholders’ equity		$	547		$	832		$	547		$	832

(See accompanying notes)

(i)         Retained earnings comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings		(286	)		(87	)

3

Consolidated Statements of Cash Flows

(unaudited) Periods ended Jun 27 and Jun 28 (US $ millions)	Note	Q2 2015			Q2 2014 (note 14(e))			6 mos 2015			6 mos 2014 (note 14(e))
CASH PROVIDED BY (USED FOR):
Operating activities
(Loss) earnings		$	(23	)	$	23		$	(60	)	$	16
Items not affecting cash:
Depreciation			22			21			43			41
Deferred income tax			(22	)		(4	)		(34	)		(7	)
Loss (gain) on derivative financial instrument on Ainsworth Notes			—			1			(5	)		(3	)
Foreign exchange (gain) loss on Ainsworth Notes			—			(11	)		28			1
Other items			20			(5	)		18			6
			(3	)		25			(10	)		54
Net change in non-cash operating working capital balances	10		—			(10	)		(45	)		(81	)
Net change in tax receivable	10		—			—			—			1
			(3	)		15			(55	)		(26	)
Investing activities
Investment in property, plant and equipment			(15	)		(30	)		(28	)		(56	)
Investment in intangible assets			(1	)		(1	)		(2	)		(1	)
			(16	)		(31	)		(30	)		(57	)
Financing activities
Common share dividends paid			(17	)		(29	)		(27	)		(58	)
Issuance of debt	6		315			—			315			—
Debt issue costs	6		(6	)		—			(6	)		(1	)
Repayment of debt	6		(315	)		—			(315	)		—
Premium on early extinguishment of Ainsworth Notes	6		(13	)		—			(13	)		—
Accounts receivable securitization drawings	3		5			—			50			—
Repayment of bank advances, net			(3	)		—			—			—
Repayment on equipment financing loans			—			(2	)		—			(3	)
Issue of common shares	8		1			—			1			—
			(33	)		(31	)		5			(62	)
Foreign exchange revaluation on cash and cash equivalents held			10			5			(2	)		—
Cash and cash equivalents
Decrease during period			(42	)		(42	)		(82	)		(145	)
Balance, beginning of period			52			224			92			327
Balance, end of period	10	$	10		$	182		$	10		$	182

(See accompanying notes including note 10 for supplemental cash flow information)

4

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, which are related parties by virtue of Brookfield holding a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 17 plant locations in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

On March 31, 2015, the Company and Ainsworth Lumber Co Ltd. (Ainsworth) completed an arrangement under which the Company acquired all of the outstanding common shares of Ainsworth in an all-share transaction (the Merger). Under the terms of the transaction, Ainsworth shareholders received 0.1321 of a share of the Company for each Ainsworth share held pursuant to a plan of arrangement under the British Columbia Business Corporations Act. Based on the number of Ainsworth common shares outstanding as at March 31, 2015, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth’s shares were delisted from the Toronto Stock Exchange on April 2, 2015 and Ainsworth became a wholly-owned subsidiary of Norbord.

Prior to the completion of the transaction, Brookfield controlled approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, and now controls approximately 53% of the outstanding common shares of the Company.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These condensed consolidated interim financial statements (interim financial statements) have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB) on a basis consistent with (a) the accounting policies the Company disclosed in its audited consolidated financial statements as at, and for the year ended, December 31, 2014, and (b) the accounting policies disclosed in note 2(c), except for the impact of accounting for the Merger on a continuity of interest basis as described in note 2(b). These interim financial statements do not contain all of the disclosures that are required in annual financial statements prepared under IFRS and should be read in conjunction with the Company’s 2014 audited annual financial statements which include information necessary or useful to understanding the Company’s business and financial statement presentation. The Company’s interim results are not necessarily indicative of its results for a full year.

These interim financial statements were authorized for issuance by the Board of Directors of the Company on July 29, 2015.

(b) Basis of Presentation

These financial statements of the Company are presented on a combined basis and retrospectively combine the financial statements of the Company and Ainsworth as if they had always been combined; see note 14 for reconciliations of prior period financial statement figures. Supplemental unaudited annual disclosures of the combined entity as at December 31, 2014 are provided in notes 15 to 18. For the translation of the results and balances of Ainsworth for prior comparative periods see note 14(f)(i).

5

(c) New Accounting Policies

The accounting policies of the Company and Ainsworth were consistent, and in addition to the accounting policies disclosed in note 2 in the Company’s 2014 audited annual financial statements, the following policies were adopted:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on the basis of the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the Provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has $125 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable, excluding the amounts generated from the Ainsworth operations, to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset. The receivables generated by Ainsworth operations will be included in the program commencing in the third quarter of 2015.

At period-end, Norbord had transferred but continued to recognize $124 million (December 31, 2014 – $102 million; January 1, 2014 – $113 million) in accounts receivable, and Norbord recorded cash proceeds received of $50 million (December 31, 2014 and January 1, 2014 – $nil) relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 6).

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. As at July 29, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

6

NOTE 4. INVENTORY

(US $ millions)	Jun 27, 2015		Dec 31, 2014		Jan 1, 2014
Raw materials	$	47	$	56	$	50
Finished goods		69		68		64
Operating and maintenance supplies		63		60		55
	$	179	$	184	$	169

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $3 million (December 31, 2014 – $2 million; January 1, 2014 – $1 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions)	Q2 2015		Q2 2014		6 mos 2015		6 mos 2014
Cost of inventories	$	337	$	361	$	655	$	706
Depreciation on property, plant and equipment		22		21		43		41
	$	359	$	382	$	698	$	747

NOTE 5. OTHER ASSETS

(US $ millions)	Note	Jun 27, 2015		Dec 31, 2014		Jan 1, 2014
Intangible assets		$	12	$	11	$	7
Investment tax credit receivable			14		15		16
Unrealized cash flow hedge gains	11		1		—		—
Derivative financial asset	11		—		7		18
Other			3		3		2
		$	30	$	36	$	43

NOTE 6. LONG-TERM DEBT

(US $ millions)	Jun 27, 2015			Dec 31, 2014			Jan 1, 2014
Principal value
7.7% senior secured notes due 2017	$	200		$	200		$	200
5.375% senior secured notes due 2020		240			240			240
6.25% senior secured notes due 2023		315			—			—
7.5% senior secured notes due 2017		—			315			315
Equipment financing loans		—			—			9
		755			755			764
Debt issue costs		(11	)		(7	)		(9	)
		744			748			755
Less: Current portion		—			—			(9	)
	$	744		$	748		$	746

7

Senior Secured Notes Due 2023

On April 16, 2015, the Company completed the issuance of $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred in connection with the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2020 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity the $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes) that were assumed upon closing of the Merger on March 31, 2015 (see note 1). As a result of the early redemption, a premium of $13 million was paid, a $1 million charge related to net unamortized debt issue costs was recorded and an $11 million charge to extinguish the related derivative financial instrument was recognized (see note 11).

Revolving Bank Lines

The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. The maturity date for $225 million of the total aggregate commitment is May 2018 and the remaining $20 million commitment matures in May 2016. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017, 2020 and 2023 senior secured notes.

At period-end, $4 million was utilized for letters of credit and $241 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $450 million and maximum net debt to total capitalization, as defined, of 65%. The Company was in compliance with the financial covenants at period-end.

NOTE 7. OTHER LIABILITIES

(US $ millions)	Jun 27, 2015		Dec 31, 2014		Jan 1, 2014
Defined benefit pension obligation	$	27	$	34	$	26
Accrued employee benefits		7		9		10
Reforestation obligation		3		3		4
Other		—		1		—
	$	37	$	47	$	40

NOTE 8. SHAREHOLDERS’ EQUITY

Share Capital

The Company’s share capital is as follows:

			6 mos 2015
	Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of period		53.5	$	662
Issue of common shares upon closing of Merger		31.8		669
Issue of common shares upon exercise of options and Dividend Reinvestment Plan		0.1		3
Common shares outstanding, end of period		85.4	$	1,334

8

Stock Options

Year-to-date, 0.2 million stock options were granted (2014 – 0.2 million) under the Company’s stock option plan. Year-to-date, stock option expense of $1 million was recorded with a corresponding increase in contributed surplus (2014 – less than $1 million).

Upon closing of the Merger, each outstanding Ainsworth stock option was exchanged for a replacement option to acquire a number of Norbord common shares using the exchange ratio as provided in the plan of arrangement. All such replacement options vested immediately upon closing of the Merger. Otherwise all terms and conditions of a replacement option, including the terms of expiry, conditions to and manner of exercising, are the same as the Ainsworth stock options immediately prior to the closing of the Merger. As a result, 0.4 million of replacement options were issued in exchange for the outstanding Ainsworth stock options.

During the quarter, 0.1 million common shares were issued as a result of options exercised under the stock option plan for total proceeds of $1 million (2014 – no stock options were exercised).

Dividend Reinvestment Plan

Year-to-date, less than $1 million of dividends were reinvested in common shares (2014 – less than $1 million).

Merger Reserve

Merger reserve represents the difference between the fair value of the Norbord common shares on the date of issuance, and the book value of the Ainsworth common shares exchanged upon closing of the Merger (note 1).

Accumulated Other Comprehensive Loss

(US $ millions)	Jun 27, 2015			Dec 31, 2014			Jan 1, 2014
Foreign currency translation (loss) gain on investment in foreign operations	$	(113	)	$	(80	)	$	(23	)
Net loss on hedge of net investment in foreign operations		(8	)		(8	)		(8	)
Net gain on Euro cash flow hedge		1			—			—
Actuarial loss on defined benefit pension obligation		(32	)		(36	)		(24	)
Accumulated other comprehensive loss, net of tax	$	(152	)	$	(124	)	$	(55	)

NOTE 9. (LOSS) EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q2 2015			Q2 2014		6 mos 2015			6 mos 2014
(Loss) earnings available to common shareholders	$	(23	)	$	23	$	(60	)	$	16
Common shares (millions):
Weighted average number of common shares outstanding(1)		85.3			85.3		85.3			85.2
Stock options(2)		—			0.7		—			0.7
Diluted number of common shares		85.3			86.0		85.3			85.9
(Loss) earnings per common share:
Basic	$	(0.27	)	$	0.27	$	(0.70	)	$	0.19
Diluted		(0.27	)		0.27		(0.70	)		0.19

⁽¹⁾  Includes 31.8 million Norbord common shares issued upon closing of the Merger to give effect to the Merger as if it had occurred on January 1, 2014.

⁽²⁾  Applicable if dilutive and when the weighted average daily closing share price for the period was greater than the exercise price for stock options.

9

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	Q2 2015			Q2 2014			6 mos 2015			6 mos 2014
Cash used for:
Accounts receivable	$	(6	)	$	(5	)	$	(28	)	$	(22	)
Inventory		12			11			6			(25	)
Accounts payable and accrued liabilities		(6	)		(16	)		(23	)		(34	)
	$	—		$	(10	)	$	(45	)	$	(81	)

Cash interest and income taxes comprises:

(US $ millions)	Q2 2015			Q2 2014		6 mos 2015			6 mos 2014
Cash interest paid	$	15		$	20	$	23		$	28
Cash income taxes (recovered) paid, net		(1	)		1		(2	)		2

Cash and cash equivalents comprises:

(US $ millions)	Jun 27, 2015		Jun 28, 2014
Cash	$	10	$	98
Cash equivalents		—		84
	$	10	$	182

Cash and cash equivalents includes $2 million of restricted cash (December 31, 2014 – $2 million; January 1, 2014 – $4 million).

NOTE 11. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Jun 27, 2015				Dec 31, 2014				Jan 1, 2014
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	10	$	10	$	92	$	92	$	327	$	327
Accounts receivable	Loans and receivables		166		166		140		140		155		155
		$	176	$	176	$	232	$	232	$	482	$	482
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	194	$	194	$	218	$	218	$	246	$	246
Long-term debt	Other financial liabilities		744		775		748		775		755		803
Other long-term debt	Other financial liabilities		50		50		—		—		—		—
Other liabilities	Other financial liabilities		37		37		47		47		40		40
		$	1,025	$	1,056	$	1,013	$	1,040	$	1,041	$	1,089

Derivative Financial Instruments

Canadian Dollar Monetary Hedge

At period-end, the Company had a foreign currency forward contract representing a notional amount of CAD $16 million (December 31, 2014 – CAD $9 million; January 1, 2014 – CAD $1 million) in place to buy US dollars and sell Canadian dollars with a maturity of July 2015. The fair value of this contract at period-end is an unrealized gain of less than $1 million (December 31, 2014 and January 1, 2014 – an unrealized gain of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at period-end.

10

Euro Cash Flow Hedge

At period-end, the Company had foreign currency options representing a notional amount of €25 million (December 31, 2014 – €55 million; January 1, 2014 – €100 million) in place to buy Pounds Sterling and sell Euros with maturities between July and November 2015. The fair value of these contracts at period-end is $1 million (December 31, 2014 and January 1, 2014 – less than $1 million) (see note 5).

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchanges rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. Year-to-date, realized gains on the Company’s matured currency hedges were less than $1 million (2014 – less than $1 million). Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

Embedded Call Option

The Ainsworth Notes contained an embedded call option, whereby Ainsworth had the right to repurchase 10% of the original principal of the Ainsworth Notes each year in the first two years, and the right to redeem the Ainsworth Notes subsequently. The derivative financial instrument was recorded at fair value in other assets at issuance of the Ainsworth Notes and was revalued at each reporting period based on the market value of the Ainsworth Notes, the current interest rates and the credit spread. As a result of the redemption of the Ainsworth Notes in April 2015, the derivative financial instrument was extinguished and the remaining carrying value written-off (see note 6). Year-to-date, $5 million (2014 – $3 million) in revaluation gains were recognized.

NOTE 12. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. Year-to-date, the fees for services rendered and the cost of goods purchased were less than $1 million (2014 – less than $1 million).

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which Norbord, as a shareholder, has significant influence. At period-end, $5 million (December 31, 2014 – $2 million; January 1, 2014 – $3 million) due from Interex was included in accounts receivable.

11

NOTE 13. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment and therefore include export sales.

	Q2 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	250	$	115	$	—		$	365
EBITDA(1)		11		10		(31	)		(10	)
Depreciation		18		4		—			22
Investment in property, plant and equipment		12		3		—			15
	Q2 2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	292	$	127	$	—		$	419
EBITDA(1)		37		12		7			56
Depreciation		18		3		—			21
Investment in property, plant and equipment		29		3		—			32
	6 mos 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	491	$	225	$	—		$	716
EBITDA(1)		22		17		(65	)		(26	)
Depreciation		35		8		—			43
Investment in property, plant and equipment		24		4		—			28
Property, plant and equipment		1,151		126		—			1,277
	6 mos 2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	558	$	262	$	—		$	820
EBITDA(1)		65		25		(8	)		82
Depreciation		34		7		—			41
Investment in property, plant and equipment		46		7		—			53
Property, plant and equipment(2)		1,210		131		—			1,341

⁽¹⁾  EBITDA is earnings before finance costs, income tax and depreciation.

⁽²⁾  Balance as at December 31, 2014.

12

NOTE 14. PRIOR PERIOD COMPARATIVES

As a result of accounting for the Merger as a transaction under common control (see note 2(c)(i)), the prior period comparative amounts have been restated to give effect to the Merger as if the Company and Ainsworth had always been combined. The following tables reconcile the financial statements for all prior periods presented.

(a) Reconciliation of the consolidated Balance sheets (including Shareholders’ equity) as at December 31, 2014 and January 1, 2014

(unaudited) As at December 31, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	25		$	76		$	65		$	2		$	92
Restricted cash		—			3			2			(2	)		—
Accounts receivable		121			20			18			1			140
Tax receivable		4			(3	)		(2	)		—			2
Inventory		125			69			59			—			184
Prepaid expenses		—			6			5			(5	)		—
		275			171			147			(4	)		418
Non-current assets
Property, plant and equipment		800			630			543			(2	)		1,341
Deferred income tax assets		29			—			—			—			29
Intangible assets		—			6			5			(5	)		—
Other assets		—			10			10			26			36
		829			646			558			19			1,406
	$	1,104		$	817		$	705		$	15		$	1,824
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	181		$	42		$	37		$	—		$	218
Non-current liabilities
Long-term debt		434			364			314			—			748
Accrued pension benefit liability		—			11			10			(10	)		—
Reforestation obligation		—			4			3			(3	)		—
Liabilities related to discontinued operations		—			3			3			(3	)		—
Other liabilities		31			—			—			16			47
Deferred income tax liabilities		99			45			38			15			152
		564			427			368			15			947
Share capital		662			583			573			—			1,235
Contributed surplus		7			2			2			—			9
Retained earnings		(280	)		(237	)		(200	)		19			(461	)
Accumulated other comprehensive loss		(30	)		—			(75	)		(19	)		(124	)
Shareholders’ equity		359			348			300			—			659
	$	1,104		$	817		$	705		$	15		$	1,824

(Refer to Notes in note 14(f))

13

(unaudited) As at January 1, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Assets
Current assets
Cash and cash equivalents	$	193		$	137		$	129		$	5		$	327
Restricted cash		—			5			5			(5	)		—
Accounts receivable		130			24			23			2			155
Tax receivable		11			(1	)		(1	)		—			10
Inventory		120			52			49			—			169
Prepaid expenses		—			5			5			(5	)		—
		454			222			210			(3	)		661
Non-current assets
Property, plant and equipment		794			629			591			3			1,388
Deferred income tax assets		14			—			—			—			14
Intangible assets		—			8			7			(7	)		—
Other assets		—			22			20			23			43
		808			659			618			19			1,445
	$	1,262		$	881		$	828		$	16		$	2,106
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	206		$	42		$	40		$	—		$	246
Current portion of long-term debt		—			10			9			—			9
		206			52			49			—			255
Non-current liabilities
Long-term debt		433			333			313			—			746
Accrued pension benefit liability		—			8			7			(7	)		—
Reforestation obligation		—			4			4			(4	)		—
Liabilities related to discontinued operations		—			2			2			(2	)		—
Other liabilities		27			—			—			13			40
Deferred income tax liabilities		120			53			50			16			186
		580			400			376			16			972
Share capital		661			583			573			—			1,234
Contributed surplus		6			2			2			—			8
Retained earnings		(190	)		(156	)		(131	)		13			(308	)
Accumulated other comprehensive loss		(1	)		—			(41	)		(13	)		(55	)
Shareholders’ equity		476			429			403			—			879
	$	1,262		$	881		$	828		$	16		$	2,106

14

(b) Reconciliation of the consolidated Statements of Earnings for the three months and six months ended June 28, 2014

(unaudited) Three months ended June 28, 2014 (US $ millions, except per share information)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Sales	$	311		$	117		$	108		$	—		$	419
Cost of sales		(275	)		—			—			(94	)		(369	)
Costs of products sold		—			(101	)		(92	)		92			—
Selling and administration		—			(3	)		(3	)		3			—
General and administrative expenses		(3	)		—			—			(1	)		(4	)
Earnings before the under-noted		33			13			13			—			46
Foreign exchange gain on Ainsworth Notes		—			13			11			—			11
Loss on derivative financial instrument on Ainsworth Notes		—			(1	)		(1	)		—			(1	)
Other		—			1			—			—			—
Earnings before finance costs, income tax and depreciation		33			26			23			—			56
Finance costs		(7	)		(7	)		(6	)		—			(13	)
Depreciation		(15	)		(7	)		(6	)		—			(21	)
Income tax recovery		—			1			1			—			1
Earnings	$	11		$	13		$	12		$	—		$	23
Earnings per common share
Basic	$	0.21		$	0.05		$	0.05					$	0.27
Diluted		0.20			0.05			0.05						0.27
(unaudited) Six months ended June 28, 2014 (US $ millions, except per share information)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Sales	$	614		$	225		$	206		$	—		$	820
Cost of sales		(548	)		—			—			(182	)		(730	)
Costs of products sold		—			(194	)		(178	)		178			—
Selling and administration		—			(10	)		(9	)		9			—
General and administrative expenses		(6	)		—			—			(2	)		(8	)
Earnings before the under-noted		60			21			19			3			82
Foreign exchange loss on Ainsworth Notes		—			(1	)		(1	)		—			(1	)
Gain on derivative financial instrument on Ainsworth Notes		—			3			3			—			3
Costs incurred on terminated LP acquisition		—			—			—			(2	)		(2	)
Other		—			1			1			(1	)		—
Earnings before finance costs, income tax and depreciation		60			24			22			—			82
Finance costs		(15	)		(13	)		(12	)		—			(27	)
Depreciation		(28	)		(14	)		(13	)		—			(41	)
Income tax recovery		1			1			1			—			2
Earnings (loss)	$	18		$	(2	)	$	(2	)	$	—		$	16
Earnings (loss) per common share
Basic	$	0.34		$	(0.01	)	$	(0.01	)				$	0.19
Diluted		0.33			(0.01	)		(0.01	)					0.19

(Refer to Notes in note 14(f))

15

(c) Reconciliation of the consolidated Statements of Comprehensive Income for the three months and six months ended June 28, 2014

(unaudited) Three months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Earnings	$	11		$	12		$	12		$	—		$	23
Other comprehensive (loss) income, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(2	)		—			—			(2	)		(4	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation gain on foreign operations		5			—			—			14			19
Other comprehensive income, net of tax		3			—			—			12			15
Comprehensive income	$	14		$	12		$	12		$	12		$	38
(unaudited) Six months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Earnings (loss)	$	18		$	(2	)	$	(2	)	$	—		$	16
Other comprehensive (loss) income, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(3	)		—			—			(4	)		(7	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation gain (loss) on foreign operations		4			—			—			(3	)		1
Other comprehensive income (loss), net of tax		1			—			—			(7	)		(6	)
Comprehensive income (loss)	$	19		$	(2	)	$	(2	)	$	(7	)	$	10

(Refer to Notes in note 14(f))

16

(d) Reconciliation of the consolidated Statements of Changes in Shareholders’ Equity for the three months and six months ended June 28, 2014

(unaudited) Three months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of period	$	661		$	583		$	573		$	—		$	1,234
Issue of common shares		1			—			—			—			1
Balance, end of period	$	662		$	583		$	573		$	—		$	1,235
Contributed surplus
Balance, beginning of period	$	6		$	2		$	2		$	—		$	8
Stock-based compensation		—			—			—			—			—
Balance, end of period	$	6		$	2		$	2		$	—		$	8
Retained earnings
Balance, beginning of period	$	(212	)	$	(171	)	$	(145	)	$	13		$	(344	)
Earnings		11			13			12			—			23
Common share dividends		(29	)		—			—			—			(29	)
Balance, end of period	$	(230	)	$	(158	)	$	(133	)	$	13		$	(350	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(3	)	$	—		$	(41	)	$	(32	)	$	(76	)
Other comprehensive income		3			—			—			12			15
Balance, end of period	$	—		$	—		$	(41	)	$	(20	)	$	(61	)
Shareholders’ equity	$	438		$	427		$	401		$	(7	)	$	832

(unaudited) Six months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of period	$	661		$	583		$	573		$	—		$	1,234
Issue of common shares		1			—			—			—			1
Balance, end of period	$	662		$	583		$	573		$	—		$	1,235
Contributed surplus
Balance, beginning of period	$	6		$	2		$	2		$	—		$	8
Stock-based compensation		—			—			—			—			—
Balance, end of period	$	6		$	2		$	2		$	—		$	8
Retained earnings
Balance, beginning of period	$	(190	)	$	(156	)	$	(131	)	$	13		$	(308	)
Earnings (loss)		18			(2	)		(2	)		—			16
Common share dividends		(58	)		—			—			—			(58	)
Balance, end of period	$	(230	)	$	(158	)	$	(133	)	$	13		$	(350	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(1	)	$	—		$	(41	)	$	(13	)	$	(55	)
Other comprehensive income (loss)		1			—			—			(7	)		(6	)
Balance, end of period	$	—		$	—		$	(41	)	$	(20	)	$	(61	)
Shareholders’ equity	$	438		$	427		$	401		$	(7	)	$	832

(Refer to Notes in note 14(f))

17

(e) Reconciliation of the consolidated Statements of Cash Flows for the three months and six months ended June 28, 2014

(unaudited) Three months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings	$	11		$	13		$	12		$	—		$	23
Items not affecting cash:
Depreciation		15			7			6			—			21
Deferred income tax		(2	)		(2	)		(2	)		—			(4	)
Finance costs		—			7			6			(6	)		—
Loss on derivative financial instrument on Ainsworth Notes		—			1			1			—			1
Foreign exchange gain on Ainsworth Notes		—			(13	)		(11	)		—			(11	)
Change in non-current reforestation obligation		—			(1	)		(1	)		1			—
Other items		(1	)		—			—			(4	)		(5	)
		23			12			11			(9	)		25
Net change in non-cash operating working capital balances		(4	)		(3	)		(2	)		(4	)		(10	)
Interest paid		—			(13	)		(12	)		12			—
Net change in tax receivable		(1	)		—			—			1			—
		18			(4	)		(3	)		—			15
Investing activities
Investment in property, plant and equipment		(25	)		(6	)		(6	)		1			(30	)
Investment in intangible assets		—			—			—			(1	)		(1	)
		(25	)		(6	)		(6	)		—			(31	)
Financing activities
Common share dividends paid		(29	)		—			—			—			(29	)
Repayment on equipment financing loans		—			(3	)		(2	)		—			(2	)
		(29	)		(3	)		(2	)		—			(31	)
Foreign exchange revaluation on cash and cash equivalents held		2			—			3			—			5
Cash and cash equivalents
Decrease during period		(34	)		(13	)		(8	)		—			(42	)
Balance, beginning of period		117			118			107			—			224
Balance, end of period	$	83		$	105		$	99		$	—		$	182

18

(unaudited) Six months ended June 28, 2014 (US $ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclassifications (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)	$	18		$	(2	)	$	(2	)	$	—		$	16
Items not affecting cash:
Depreciation		28			14			13			—			41
Deferred income tax		(5	)		(2	)		(2	)		—			(7	)
Finance costs		—			13			12			(12	)		—
Gain on derivative financial instrument on Ainsworth Notes		—			(3	)		(3	)		—			(3	)
Foreign exchange loss on Ainsworth Notes		—			1			1			—			1
Change in non-current reforestation obligation		—			(1	)		—			—			—
Other items		4			—			—			2			6
		45			20			19			(10	)		54
Net change in non-cash operating working capital balances		(51	)		(30	)		(28	)		(2	)		(81	)
Interest paid		—			(13	)		(12	)		12			—
Net change in tax receivable		(1	)		2			2			—			1
		(7	)		(21	)		(19	)		—			(26	)
Investing activities
Investment in property, plant and equipment		(45	)		(13	)		(12	)		1			(56	)
Investment in intangible assets		—			—			—			(1	)		(1	)
		(45	)		(13	)		(12	)		—			(57	)
Financing activities
Common share dividends paid		(58	)		—			—			—			(58	)
Debt issue costs		(1	)		—			—			—			(1	)
Repayment on equipment financing loans		—			(3	)		(3	)		—			(3	)
		(59	)		(3	)		(3	)		—			(62	)
Foreign exchange revaluation on cash and cash equivalents held		1			—			(1	)		—			—
Cash and cash equivalents
Decrease during period		(110	)		(37	)		(35	)		—			(145	)
Balance, beginning of period		193			142			134			—			327
Balance, end of period	$	83		$	105		$	99		$	—		$	182

(Refer to Notes in note 14(f))

19

(f) Notes to the Prior Period Financial Statements Reconciliations

(i) Functional currency

For the periods prior to March 31, 2015, Ainsworth had assessed their functional currency to be Canadian dollars. For presentation purposes, all foreign-currency denominated assets and liabilities are translated at the rate of exchange prevailing at the reporting date, and all foreign-currency denominated revenues and expenses at average rates during the period. Equity items are translated at historical rates. Gain or losses on translation are included in accumulated other comprehensive income.

Upon closing of the Merger, the functional currency of Ainsworth was re-assessed and determined to be US dollars. Based on the change in functional currency, effective April 1, 2015, all foreign-currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Foreign-currency denominated non-monetary assets and liabilities, measured at historic costs, are translated at the rate of exchange at the transaction date. Foreign-currency denominated revenues and expenses are translated at average rates during the period. Equity items are translated at historical rates. Gains or losses on translation are included in earnings.

(ii) Conformity in presentation

Amounts were reclassified to conform to Norbord’s presentation policies.

(iii) Presentation of costs

Costs were incurred related to a terminated transaction with Louisiana-Pacific Corporation (LP) and do not have a continuing impact on Norbord’s financial results.

The following are supplemental balance sheet disclosures of the combined entity as at December 31, 2014 and they provide additional detail of significant balance sheet items not previously disclosed elsewhere in these financial statements.

NOTE 15. PROPERTY, PLANT AND EQUIPMENT

(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Cost
January 1, 2014	$	12	$	331		$	1,249		$	108		$	1,700
Additions		—		—			33			66			99
Disposals		—		—			(8	)		—			(8	)
Transfers		—		8			74			(82	)		—
Effect of translation		—		(18	)		(50	)		(8	)		(76	)
December 31, 2014	$	12	$	321		$	1,298		$	84		$	1,715
Accumulated depreciation
January 1, 2014	$	—	$	65		$	247		$	—		$	312
Depreciation		—		15			69			—			84
Disposals		—		—			(6	)		—			(6	)
Effect of translation		—		(5	)		(11	)		—			(16	)
December 31, 2014	$	—	$	75		$	299		$	—		$	374
Net
January 1, 2014	$	12	$	266		$	1,002		$	108		$	1,388
December 31, 2014		12		246			999			84			1,341

20

NOTE 16. EMPLOYEE BENEFIT PLANS

Pension Plans

The combined Company has a number of pension plans in which participation is available to substantially all employees. Norbord’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. The most recent actuarial valuation for funding purposes was conducted as of December 31, 2013.

Information about the combined defined benefit pension obligation and assets is as follows:

(US $ millions)	2014
Change in accrued benefit obligation during the year
Accrued benefit obligation, beginning of year	$	149
Current service cost		3
Interest on accrued benefit obligation		7
Benefits paid		(8	)
Net actuarial loss arising from changes to:
Demographic assumptions		4
Financial assumptions		19
Experience adjustments		3
Foreign currency exchange rate impact		(13	)
Accrued benefit obligation, end of year (1)	$	164
Change in plan assets during the year
Plan assets, beginning of year	$	123
Interest income		6
Remeasurement gains:
Return on plan assets (excluding interest income)		6
Employer contributions		13
Benefits paid		(8	)
Administrative expenses and taxes		(1	)
Foreign currency exchange rate impact		(9	)
Plan assets, end of year (1)	$	130
Funded status
Accrued benefit obligation	$	164
Plan assets		(130	)
Accrued benefit obligation in excess of plan assets	$	34

⁽¹⁾  All plans have accrued benefit obligations in excess of plan assets.

NOTE 17. INCOME TAX

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities in the balance sheet and the amounts used for income tax purposes.

The source of deferred income tax balances is as follows:

(US $ millions)	Dec 31, 2014			Jan 1, 2014
Property, plant and equipment, differences in basis	$	(261	)	$	(270	)
Benefit of tax loss carryforwards		128			85
Other differences in basis		10			13
Net deferred income tax liabilities	$	(123	)	$	(172	)

21

(US $ millions)	Dec 31, 2014			Jan 1, 2014
Deferred income tax assets	$	29		$	14
Deferred income tax liabilities		(152	)		(186	)
Net deferred income tax liabilities	$	(123	)	$	(172	)

As at December 31, 2014, Norbord had the following approximate tax attributes available to carry forward:

	Amount (millions)	Latest Expiry Year
Tax loss carryforwards
Belgium	€34	Indefinite
Canada – non-capital loss	CAD$300	2034
Canada – capital loss	CAD$226	Indefinite
United States	US$133	2034

The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and they will protect future cash flows. Certain deferred tax benefits relating to the above attributes have been included in deferred income taxes in the consolidated financial statements. At each balance sheet date, the Company assesses its deferred income tax assets and recognizes the amounts that, in the judgement of management, are probable to be utilized.

The expiry date, if applicable, of the unrecognized deferred tax assets is as follows:

(US $ millions)	Dec 31, 2014		Jan 1, 2014
2018 – 2034	$	12	$	19
Do not expire		39		36
Total	$	51	$	55

The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax assets have not been recognized as at December 31, 2014 is $394 million (January 1, 2014 – $322 million).

NOTE 18. COMMITMENTS

Norbord has entered into various commitments as follows:

	Payments Due by Period
(US $ millions)	Less than 1 year		1–5 years		Thereafter		Total
Purchase obligations	$	58	$	111	$	1	$	170
Operating leases		5		7		—		12
Reforestation obligations		—		3		1		4
	$	63	$	121	$	2	$	186

22

EX-99.13

Exhibit 99.13

JULY 29, 2015

Management’s Discussion and Analysis

INTRODUCTION

The Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during the period. The information in this section should be read in conjunction with the unaudited condensed consolidated interim financial statements, which follow this MD&A, and the audited annual financial statements and annual MD&A in the 2014 Annual Report. Financial data provided has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Additional information on Norbord, including the Company’s annual information and other documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. All financial references in the MD&A are stated in US dollars, unless otherwise noted.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Adjusted EBITDA, Adjusted earnings (loss), Adjusted earnings (loss) per share, cash provided by operating activities per share, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

BUSINESS OVERVIEW & STRATEGY

Norbord is a leading global manufacturer of wood-based panels with 17 plant locations in the United States, Canada and Europe. After the merger with Ainsworth Lumber Co. Ltd. (Ainsworth), Norbord is the largest global producer of oriented strand board (OSB) with annual capacity of 8 billion square feet (Bsf) ( ³⁄₈ -inch basis). In North America, Norbord owns 13 OSB production facilities located in the Southern region of the US, Western Canada, Quebec, Ontario and Minnesota. In Europe, the Company operates three production facilities in the United Kingdom and one in Belgium and is the UK’s largest panel producer. The geographical breakdown of panel production capacity is approximately 80% in North America and 20% in Europe. Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America, Europe and Asia. OSB Accounts for 90% of Norbord’s Business     Production Capacity by Product NA = North America EU = Europe

  Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 1

Norbord’s financial goal is to achieve top quartile ROE and ROCE among North American forest products companies. As Norbord operates in a cyclical commodity business, Norbord interprets its financial goals over the cycle.

Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management should enable it to access public and private capital markets, subject to financial market conditions. At period-end, Norbord had unutilized liquidity of $326 million, comprising $10 million in cash, $241 million in unutilized revolving bank lines and $75 million undrawn under its accounts receivable securitization program.

MERGER WITH AINSWORTH

On March 31, 2015, Norbord completed its merger with Ainsworth (the Merger). Each Ainsworth shareholder received 0.1321 of a Norbord common share for each Ainsworth common share held and consequently, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth’s shares were delisted from the Toronto Stock Exchange on April 2, 2015 and Ainsworth became a wholly-owned subsidiary of Norbord.

As a result of the Merger, Norbord is now the largest global OSB producer in the world and brings together Norbord’s manufacturing cost leadership with Ainsworth’s product development innovation. It also allows Norbord to better serve the Company’s North American customers as well as gain access to growing Asian markets. Norbord expects to realize synergies of $45 million annually, and the Company has already captured $4 million (annualized) from early initiatives.

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield Asset Management (Brookfield). Accordingly, the book values of the two entities were combined and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

As Norbord and Ainsworth now operate as a single company, this MD&A reviews the combined company’s performance for all periods presented. All prior period comparatives have been restated as if the companies had always been combined, except where noted.

SUMMARY

Norbord recorded Adjusted EBITDA of $18 million in the second quarter of 2015 compared to $14 million in the first quarter of 2015 and $46 million in the second quarter of 2014. Housing demand continues to improve, albeit at a slower pace than expected, with US housing starts up 11% versus the same period in 2014 and permits 16% higher. In addition, according to the APA-The Engineered Wood Association, North American OSB production was approximately 5.1 Bsf (3/8-inch basis) in the quarter, up 6% from the prior quarter, and representing just 83% of industry operating capacity. As a result, the OSB demand/capacity ratio continued to impact North American pricing. Against this backdrop, North Central benchmark OSB prices averaged $193 per thousand square feet (Msf) ( ⁷⁄₁₆ -inch basis) in the quarter, flat compared to the prior quarter and down 12% compared to the prior year. Year-to-date, North Central benchmark OSB prices averaged $193 per Msf, down 12% over the prior year. Norbord’s North American shipments were up 1% year-over-year and 2% year-to-date. Norbord’s North American operating mills continue to run at high levels of efficiency and productivity and manufacturing costs decreased both quarter-over-quarter and year-over-year, primarily driven by improved productivity, raw material usage improvements and cost relief from lower resin prices. Results from Norbord’s European panel operation have recovered compared to prior quarter due to manufacturing cost savings but declined slightly from prior year due to continued OSB pricing pressure.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 2

Norbord recorded a loss of $23 million ($0.27 loss per basic and diluted share) in the second quarter of 2015 compared to a loss of $37 million ($0.43 loss per basic and diluted share) in the first quarter of 2015 and earnings of $23 million ($0.27 earnings per basic and diluted share) in the second quarter of 2014.

Excluding the impact of non-recurring items, including costs of early extinguishment of Ainsworth Notes, severance incurred to achieve Merger synergies and merger transaction costs, and using a normalized Canadian statutory tax rate, Norbord recorded an adjusted loss of $13 million ($0.15 adjusted loss per basic and diluted share) in the second quarter of 2015 compared to an adjusted loss of $15 million ($0.18 adjusted loss per basic and diluted share) in the prior quarter and adjusted earnings of $9 million ($0.11 adjusted earnings per basic share and $0.10 per diluted share) in the second quarter of 2014. Year-to-date, Norbord recorded an adjusted loss of $28 million ($0.33 adjusted loss per basic and diluted share) compared to adjusted earnings of $10 million in the prior year ($0.12 adjusted earnings per basic and diluted share). The year-over-year adjusted earnings decrease is primarily driven by lower North American OSB prices.

Housing market activity, particularly in the US, influences OSB demand and pricing. With 80% of the Company’s panel capacity located in North America, fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In the first half of 2015, approximately 50% of Norbord’s North American OSB sales volume went into the new home construction sector. The remainder went into repair and remodelling, light commercial construction, industrial applications and export. Management believes this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. As the US housing market recovery progresses, management expects that Norbord’s shipment volume to the new home construction sector will continue to grow.

On the cost side, fluctuations in raw material input prices significantly impact operating costs. Resin, wood fibre and energy account for approximately 65% of Norbord’s OSB cash production costs. The prices for these global commodities are determined by economic and market conditions. In the second quarter of 2015, resin prices continue to be significantly lower than both the prior quarter and the same quarter last year. As the resin used in our manufacturing process is a product of the petrochemical industry, its price is expected to continue at these lower levels consistent with the current oil market. Norbord will continue to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

The long-term fundamentals that support North American housing and OSB demand such as new household formations and immigration are predicted to be strong. Norbord’s European operations and Asian exports are exposed to different market dynamics relative to North America and this has provided meaningful market and geographic diversification for the Company. Combined with Norbord’s strong financial liquidity and solid customer partnerships, the Company is well positioned to benefit from the continuing recovery in the US housing markets and growing demand in the Company’s core European and Asian markets.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 3

SUMMARY OF OPERATING AND FINANCIAL RESULTS

(US $ millions, except per share information, unless otherwise noted)	Q2			Q1			Q2			6 mos			6 mos
	2015			2015			2014			2015			2014
Return on capital employed (ROCE)		5	%		4	%		12	%		5	%		11	%
Return on equity (ROE)		-9	%		-10	%		4	%		-10	%		2	%
(Loss) earnings		(23	)		(37	)		23			(60	)		16
Adjusted (loss) earnings		(13	)		(15	)		9			(28	)		10
Per Common Share
(Loss) earnings (basic and diluted)		(0.27	)		(0.43	)		0.27			(0.70	)		0.19
Adjusted (loss) earnings (basic and diluted)(1)		(0.15	)		(0.18	)		0.11			(0.33	)		0.12
Dividends declared(2)		0.25			0.25			0.60			0.50			1.20
Sales		365			351			419			716			820
Adjusted EBITDA		18			14			46			32			82
Depreciation		22			21			21			43			41
Investment in property, plant and equipment		15			13			32			28			53
Shipments (MMsf–3/8”)
North America(3)		1,375			1,254			1,367			2,629			2,588
Europe		438			424			395			862			829
Indicative Average OSB Price
North Central ($/Msf–7/16”)		193			193			219			193			219
South East ($/Msf–7/16”)		174			175			199			175			196
Western Canada ($/Msf–7/16”)		152			159			206			156			213
Europe (€/m3)(4)		218			232			269			224			271

⁽¹⁾ Basic and diluted adjusted (loss) earnings per share are the same except diluted adjusted earnings per share for Q2-2014 is $0.10.

⁽²⁾ Dividends declared per share stated in Canadian dollars.

⁽³⁾ Includes export shipment volume of 54, 41, 102, 95, 190 MMsf-3/8”.

⁽⁴⁾  European indicative average OSB price represents the gross delivered price to the largest Continental market.

The following table reconciles Adjusted earnings (loss) to the most directly comparable IFRS measure:

(US $ millions)	Q2			Q1			Q2			6 mos			6 mos
	2015			2015			2014			2015			2014
(Loss) earnings	$	(23	)	$	(37	)	$	23		$	(60	)	$	16
Add: Merger transaction costs		1			7			—			8			—
Add: Severance incurred to achieve Merger synergies		2			—			—			2			—
Add: Costs related to terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—			25			—
Add: Foreign exchange loss (gain) on Ainsworth Notes		—			28			(11	)		28			1
Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		—			(5	)		1			(5	)		(3	)
Less: Reported income tax recovery		(22	)		(14	)		(1	)		(36	)		(2	)
Add (less): Income tax recovery (expense) at statutory rate(1) (2015 - 26%; 2014 - 27%)		4			6			(3	)		10			(4	)
Adjusted (loss) earnings	$	(13	)	$	(15	)	$	9		$	(28	)	$	10

⁽¹⁾  Represents Canadian combined federal and provincial statutory rate.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 4

Sales

Total sales in the quarter were $365 million, compared to $351 million in the previous quarter and $419 million in the second quarter of 2014. Quarter-over-quarter, total sales increased by $14 million or 4%. In North America, sales increased by 4% due to higher shipment volumes primarily attributed to increased productivity and more fiscal days in the second quarter of 2015. In Europe, the 5% increase in sales was due to higher shipment volumes partially offset by lower OSB prices. Year-over-year, sales decreased by $54 million or 13%. In North America, sales decreased by14% due to lower OSB prices. In Europe, sales decreased by 9% due to lower OSB prices and the impact of the weakening Pound Sterling versus the US dollar, with higher shipment volumes for all three products providing a partial offset.

Year-to-date, total sales decreased by $104 million or 13%. In North America, sales decreased by 12% due to lower OSB prices with higher shipment volumes providing a partial offset. In Europe, sales decreased by 14% due to lower OSB prices and the impact of the weakening Pound Sterling versus the US dollar with higher shipment volumes providing a partial offset.

Markets   In North America, June year-to-date US housing starts were up 11% versus the same period in 2014. Single family starts, which use approximately three times more OSB than multi-family, increased by 9%. Permits were 16% higher year-over-year and the seasonally-adjusted annualized rate stands at 1.34 million. The consensus forecast from US housing economists stands at approximately 1.1 million starts in 2015, a 10% improvement over last year. Despite the significant rebound in new home construction since 2009, US housing starts remain well below the long-term annual average of 1.5 million. Norbord Focused on North American OSB Market  

US new home construction activity continues to improve, but the poor OSB demand/capacity ratio has continued to impact prices. While North Central, South East and Western Canada benchmark OSB prices all increased earlier in the quarter, this upward momentum flattened in June. The North Central benchmark averaged $193 per Msf ( ⁷⁄₁₆-inch basis) for the quarter, compared to $193 per Msf in the previous quarter and $219 per Msf in the same quarter last year. In the South East region, where approximately 35% of Norbord’s North American capacity is located, benchmark prices averaged $174 per Msf in the quarter, compared to $175 per Msf in the prior quarter and $199 per Msf in the same quarter last year. The Western Canada benchmark averaged $152 per Msf for the quarter, compared to $159 per Msf in the previous quarter and $206 per Msf in the same quarter last year. The impact of lower Western Canada benchmark prices is mitigated by the fact that the Western Canada mills also benefit from a weaker Canadian dollar versus US dollar.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 5

Approximately half of Norbord’s year-to-date OSB sales volume went to the new home construction sector, while the other half went into repair and remodelling, light commercial construction, industrial applications and export. Management believes that this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

In Europe, panel markets continued to experience demand growth in the second quarter, reflecting improving housing markets and continued OSB substitution in the Company’s core geographies, particularly the UK and Germany. However, OSB prices remain under pressure and were down 6% quarter-over-quarter and 21% year-over-year as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine and the Russian ruble collapse. As a result, second quarter average panel prices were down 3% from the prior quarter and 12% lower than the same quarter last year. Particleboard prices were in line with both comparative quarters, while medium density fibreboard (MDF) prices (which are less directly impacted by the recovering housing sector) were down 2% versus the prior quarter and 5% compared to the same quarter last year.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK and supported Norbord’s export program into the Continent. During the second quarter of 2015, the Pound Sterling strengthened from 1.37 to 1.41 against the Euro, pushing toward the upper end of the 10-year range.

Operating Results
Adjusted EBITDA (US $ millions)	Q2 2015			Q1 2015			Q2 2014			6 mos 2015			6 mos 2014
North America	$	11		$	11		$	37		$	22		$	65
Europe		10			7			12			17			25
Unallocated		(3	)		(4	)		(3	)		(7	)		(8	)
Total	$	18		$	14		$	46		$	32		$	82

Norbord generated Adjusted EBITDA of $18 million in the second quarter of 2015 compared to $14 million in the first quarter of 2015 and $46 million in the second quarter of 2014. Year-to-date, the Company generated Adjusted EBITDA of $32 million compared to $82 million in the prior year. Quarter-over-quarter, the Adjusted EBITDA increase was due to improved results from Europe as lower manufacturing costs and resin prices more than offset the decline in OSB prices. Both the year-over-year and year-to-date Adjusted EBITDA decreases were primarily driven by lower OSB prices in both North America and Europe, partially offset by the benefit of lower resin prices and the weakening Canadian dollar versus the US dollar.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 6

Major components of the change in Adjusted EBITDA versus comparative periods are summarized in the variance table below:

Adjusted EBITDA variance (US $ millions)	Q2 2015 vs. Q1 2015			Q2 2015 vs. Q2 2014			6 mos 2015 vs. 6 mos 2014
Adjusted EBITDA – current period	$	18		$	18		$	32
Adjusted EBITDA – comparative period		14			46			82
Variance	$	4		$	(28	)	$	(50	)
Mill nets(1)		(14	)		(51	)		(87	)
Volume(2)		7			1			1
Key input prices(3)		6			11			18
Key input usage(3)		5			4			7
Mill profit share and bonus		—			1			1
Maintenance and other(4)		—			6			10
Total	$	4		$	(28	)	$	(50	)

⁽¹⁾  The mill nets variance represents the change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

⁽²⁾ The volume variance represents the impact of shipment volume changes across all products.

⁽³⁾ The key inputs include wood fibre, resin, wax and energy.

⁽⁴⁾  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

North America

North American operations generated Adjusted EBITDA of $11 million in both the second and first quarters of 2015 and $37 million in the second quarter of 2014. Year-to-date, North American operations generated Adjusted EBITDA of $22 million versus $65 million in the prior period. Quarter-over-quarter, higher shipment volumes and the benefits of lower resin prices and improved input usage were offset by lower OSB prices. Year-over-year and year-to-date, the lower Adjusted EBITDA result was primarily driven by significantly lower OSB prices. Lower resin prices and the weaker Canadian dollar relative to the US dollar provided a partial offset.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased by 5% compared to the first quarter of 2015, 7% compared to the second quarter of 2014 and 7% year-to-date. Quarter-over-quarter, unit costs declined as a result of lower resin prices and improved input usages as the increased production from improved productivity, additional fiscal days, and fewer production curtailments, was offset by the timing of maintenance shuts. Year-over-year and year-to-date, the lower unit cost was primarily driven by lower resin prices and the benefit of a weakening Canadian dollar versus US dollar, as increased productivity was offset by the impact of maintenance shutdowns and production curtailments taken in 2015.

Norbord’s North American OSB mills produced at approximately 80% of stated capacity in the second quarter of 2015 compared to approximately 75% in the first quarter of 2015 and 80% in the second quarter of 2014. Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at approximately 90% of stated capacity in the second quarter of 2015 compared to 85% in the first quarter of 2015 and 90% in the second quarter of 2014. Quarter-over-quarter, operating mill capacity utilization (based on fiscal days in each period) increased due to improved productivity and fewer production curtailments, partially offset by additional maintenance shutdown days. Year-over-year, operating mill capacity utilization was unchanged, as improved productivity was offset by additional production curtailments and maintenance shutdown days.

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for a future restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. These two mills represent approximately 12% of Norbord’s capacity in North America.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 7

Europe

European operations generated Adjusted EBITDA of $10 million in the second quarter of 2015 versus $7 million in the first quarter of 2015 and $12 million in the second quarter of 2014. Year-to-date, European operations generated $17 million in 2015 versus $25 million in 2014. Quarter-over-quarter, Adjusted EBITDA increased by $3 million due to higher shipment volumes, lower resin prices and improved input usages, partially offset by lower OSB prices. Year-over-year and year-to-date, Adjusted EBITDA decreased by $2 million and $8 million, respectively, as the benefit of lower resin prices, improved input usages and higher volume shipments was more than offset by lower OSB prices, and the translation impact of the weaker Pound Sterling versus the US dollar.

Norbord’s three European panel mills achieved quarterly production records. European mills produced at approximately 100% of stated capacity in the quarter compared to approximately 95% in the first quarter of 2015 and 105% in the second quarter of 2014 (95% based on the restated capacity). The lower capacity utilization year-over-year is driven by the previously announced restatement of the annual capacity of three of the four mills by an aggregate 170 MMsf ( ³⁄₈-inch basis) to reflect recent capital investments and improved efficiency.

Margin Improvement Program

Margin improvement represents the Company’s single most important operating focus. The prices of resin, wood fibre and energy, which account for approximately 65% of Norbord’s OSB cash production costs, are determined by economic and market conditions and are, to a large degree, uncontrollable. These costs have risen through most of the past decade and more recently resin prices have declined as oil prices collapsed. The Company realized MIP gains of $21 million in the first half of 2015. These gains, measured relative to 2014 at constant prices and exchange rates, limited the unfavourable impact of lower OSB pricing in the first half of 2015. Contributions to MIP included improved productivity and lower raw material usage.

FINANCE COSTS, DEPRECIATION AND INCOME TAX
(US $ millions)	Q2 2015			Q1 2015			Q2 2014			6 mos 2015			6 mos 2014
Finance costs	$	13		$	14		$	13		$	27		$	27
Costs on early extinguishment of Ainsworth Notes		25			—			—			25			—
Gain (loss) on derivative financial instrument on Ainsworth Notes		—			5			(1	)		5			3
Depreciation		22			21			21			43			41
Income tax recovery		(22	)		(14	)		(1	)		(36	)		(2	)

Finance Costs

Finance costs includes interest expense on long-term debt and utilization charges on the accounts receivable securitization program are consistent across all comparative periods.

Depreciation

The Company uses the units-of-production depreciation method for its production equipment. The fluctuation in quarterly depreciation expense reflects relative changes in production levels by mill.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 8

Income Tax

An income tax recovery of $22 million was recorded on $45 million pre-tax loss in the second quarter of 2015. Year-to-date, an income tax recovery of $36 million was recorded on $96 million pre-tax loss. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities and fluctuations in relative currency values.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q2			Q1			Q2			6 mos			6 mos
	2015			2015			2014			2015			2014
Cash (used for) provided by operating activities	$	(3	)	$	(52	)	$	15		$	(55	)	$	(26	)
Cash (used for) provided by operating activities per share		(0.04	)		(0.61	)		0.18			(0.64	)		(0.31	)
Operating working capital		151			146			158
Total working capital		163			196			349
Investment in property, plant and equipment		15			13			32			28			53
Net debt to capitalization, market basis(1)		30	%		29	%		19	%
Net debt to capitalization, book basis(1)		50	%		53	%		44	%

⁽¹⁾  Figures for Q1-2015 and Q2-2014 have not been restated for the Merger and are the originally disclosed amounts.

At period-end, Norbord had unutilized liquidity of $326 million, comprising $10 million in cash, $241 million in unutilized revolving bank lines and $75 million undrawn under the accounts receivable securitization program which the Company believs is sufficient to fund expected short-term cash requirements

Senior Secured Notes Due 2023

In April 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred on the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2017 and committed revolving bank lines. The Company used the proceeds to redeem, prior to maturity, the outstanding $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes) that were assumed upon closing of the Merger. As a result of the early redemption, a premium of $13 million was paid, a $1 million write-off of net unamortized debt issue costs was recorded and an $11 million write-off upon extinguishment of the related derivative financial instrument was recognized.

Senior Secured Notes Due 2020

The Company’s $240 million senior secured notes due 2020 bear an interest rate of 5.375%.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due 2017 bear an interest rate that varies with the Company’s credit ratings. The interest rate has been 7.70% since August 15, 2013.

At July 29, 2015, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Negative	Stable	Stable

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 9

Revolving Bank Lines

In April 2015, the Company amended its committed revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Merger and extend the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016). The Company has an aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with the holders of the 2017, 2020 and 2023 senior secured notes.

At period-end, the bank lines contained two quarterly financial covenants: minimum tangible net worth of $450 million and maximum net debt to total capitalization, book basis, of 65%. For the purposes of the tangible net worth calculation, the following adjustments have been made:

• the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back;

• other comprehensive income movement subsequent to January 1, 2011 is excluded;

• intangible assets are excluded; and

• the impact of the change in functional currency of Ainsworth on shareholders’ equity of $155 million is excluded.

Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash and cash equivalents plus letters of credit issued and bank advances. At period-end, the Company’s tangible net worth was $738 million and net debt for financial covenant purposes was $749 million. Net debt to total capitalization, book basis, was 50%. The Company was in compliance with the financial covenants at period-end.

Norbord’s capital structure at period-end consisted of the following:

(US $ millions)	Jun 27, 2015			Dec 31, 2014(1)
Long-term debt, principal value	$	755		$	440
Less: Cash and cash equivalents		(10	)		(25	)
Net debt		745			415
Add: Letters of credit		4			3
Net debt for financial covenant purposes		749			418
Shareholders’ equity		547			359
Less: intangible assets		(12	)		—
Add: other comprehensive income movement(2)		27			24
Add: impact of Ainsworth changing functional currency		155			—
Add: IFRS transitional adjustments		21			21
Tangible net worth for financial covenant purposes		738			404
Total capitalization	$	1,487		$	822
Net debt to capitalization, book basis		50	%		51	%
Net debt to capitalization, market basis		30	%		26	%

⁽¹⁾ Figures have not been restated for the merger with Ainsworth.

⁽²⁾  Cumulative subsequent to January 1, 2011 (note 6).

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 10

Accounts Receivable Securitization

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. In April 2015, the program commitment limit was increased from $100 million to $125 million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable, excluding the amounts generated from the Ainsworth operations, to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset. The receivables generated by Ainsworth operations will be included in the program commencing in the third quarter of 2015.

At period-end, Norbord had transferred but continued to recognize $124 million in accounts receivable, and Norbord recorded cash proceeds of $50 million relating to this financing program as other long-term debt. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent.

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, was $151 million at period-end compared to $146 million at the end of the prior quarter and $158 million as at June 28, 2014. The Company aims to continuously minimize the amount of capital held as operating working capital and takes actions to manage it at minimal levels.

Quarter-over-quarter, operating working capital increased by $5 million due to higher accounts receivable and lower accounts payable with lower inventory providing a partial offset. Higher accounts receivable is primarily due to higher North American and European sales volume in June 2015 relative to March 2015. Lower accounts payable is primarily attributed to the timing of payments. Lower inventory is attributed to the consumption of seasonal log inventory in North America which peaks in the first quarter each year.

Year-over-year, operating working capital decreased by $7 million due to lower accounts receivable, lower inventory partially offset by lower accounts payable. Lower accounts receivable is primarily attributed to lower OSB prices and lower inventory is attributed to lower log inventories in North America. Lower accounts payable is attributed to the timing of payments and the translation impact of a weaker Canadian dollar and Pound Sterling relative to the US dollar.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable less bank advances, was $163 million at the end of the second quarter of 2015 compared to $196 million at the end of the prior quarter and $349 million as at June 28, 2014. Quarter-over-quarter, the decrease is attributed to lower cash and cash equivalents partially offset by the higher working capital balance. Year-over-year, the decrease is primarily attributed to the lower cash and cash equivalents at the end of the current quarter.

Operating activities consumed $3 million in cash ($0.04 per share) in the second quarter of 2015. Operating activities consumed $52 million in cash ($0.61 per share) in the prior quarter and generated $15 million in cash ($0.18 per share) in the second quarter of 2014. Year-to-date, operating activities consumed $55 million ($0.64 per share) compared to $26 million ($0.31 per share) consumed in the prior period. The decrease in the consumption of cash versus the prior quarter is mainly attributed to the seasonal increase in operating working capital in the first quarter of the year. The consumption of cash versus the prior year is primarily the result of lower Adjusted EBITDA results in the current year.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 11

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

Investment in property, plant and equipment was $15 million in the second quarter of 2015 compared to $13 million in the prior quarter and $32 million in the second quarter of 2014. Year-to-date, investment in property, plant and equipment was $28 million in 2015 compared to $53 million in 2014. The decrease versus the prior year is primarily attributable to the larger scope of the capital projects undertaken in 2014.

Norbord’s 2015 investment in property, plant and equipment is expected to be $70 million, which includes further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

CAPITALIZATION

At July 29, 2015, there were 85.4 million common shares outstanding. In addition, 2.1 million stock options were outstanding, of which 0.3 million stock options relate to Ainsworth options that were converted to Norbord options upon closing of the Merger. Of the options outstanding, 64% were fully vested.

Dividends

The Company has a variable dividend policy which targets the pay-out to shareholders of a portion of expected future free cash flow over the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not seasonality, of the business. Year-to-date, the Board of Directors declared two quarterly dividends of CAD $0.25 per common share, which were paid on March 21, 2015 and June 21, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the discretion to modify, suspend or cancel the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

FINANCIAL INSTRUMENTS

The Company utilizes various derivative financial instruments to manage risk and make better use of capital. The fair values of these instruments are reflected on the Company’s balance sheet and are disclosed in note 11 to the condensed consolidated interim financial statements.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with Brookfield or other related parties under common control of Brookfield which have been measured at exchange value and are recognized in the interim consolidated financial statements. The following transactions have occurred between the Company and Brookfield during the normal course of business.

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered and cost of goods purchased were less than $1 million.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 12

Sales to Asian markets are handled by Interex Forest Products Ltd. (Interex), a cooperative sales company over which the Company, as a shareholder, has significant influence. At period-end, $5 million (December 31, 2014 – $2 million) due from Interex was included in accounts receivable.

SELECTED QUARTERLY INFORMATION

(US $ millions, except per share information,				2015												2014						2013
unless otherwise noted)	Q2			Q1			Q4			Q3			Q2			Q1			Q4(1)			Q3(1)
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		5	%		4	%		4	%		5	%		12	%		10	%		13	%		21	%
Return on equity (ROE)		-9	%		-10	%		-8	%		-6	%		4	%		1	%		24	%		28	%
Cash (used for) provided by operating activities		(3	)		(52	)		1			36			15			(45	)		35			63
Cash (used for) provided by operating activities per share		(0.04	)		(0.61	)		0.01			0.42			0.18			(0.53	)		0.68			1.18
SALES AND EARNINGS
Sales		365			351			372			409			419			401			302			311
Adjusted EBITDA		18			14			16			19			46			36			29			45
(Loss) earnings		(23	)		(37	)		(26	)		(29	)		23			(7	)		2			27
Adjusted (loss) earnings		(13	)		(15	)		(15	)		(12	)		9			1			23			29
PER COMMON SHARE
(Loss) earnings(2)		(0.27	)		(0.43	)		(0.30	)		(0.34	)		0.27			(0.08	)		0.04			0.51
Adjusted (loss) earnings(3)		(0.15	)		(0.18	)		(0.18	)		(0.14	)		0.11			0.01			0.43			0.55
Dividends declared(4)		0.25			0.25			0.60			0.60			0.60			0.60			0.60			0.60
KEY STATISTICS
Shipments (MMsf–3/8”)
North America(5)		1,375			1,254			1,312			1,365			1,367			1,221			887			886
Europe		438			424			401			433			395			434			375			386
Indicative Average OSB Price
North Central ($/Msf–7/16”)		193			193			216			216			219			219			245			252
South East ($/Msf–7/16”)		174			175			181			177			199			193			192			207
Western Canada ($/Msf–7/16”)		152			159			172			187			206			219			219			230
Europe (€/m3)(6)		218			232			248			258			269			273			276			278

⁽¹⁾ Not restated for the Merger.

⁽²⁾ Basic and diluted (loss) earnings per share are the same except diluted earnings per share for Q3-2013 is $0.50.

⁽³⁾ Basic and diluted adjusted (loss) earnings per share are the same except diluted adjusted earnings per share for Q2-14 is $0.10 and Q3-13 is $0.54.

⁽⁴⁾ Dividends declared per share stated in Canadian dollars.

⁽⁵⁾ Includes export shipment volume of 54, 41, 55, 95, 102, 87, 15, 36 MMsf – 3/8”.

⁽⁶⁾ European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of wood fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and the payment of mill profit share and bonuses across the Company. Logs are generally consumed in the spring and summer months. Operating working capital also fluctuates based on the timing of semi-annual bond coupon payments.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 13

The demand for and the price of OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the demand for and the price of OSB in North America. The Company estimates that the annualized impact on Adjusted EBITDA of a $10 per Msf ( ⁷⁄₁₆-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $58 million or $0.68 per basic share. Regional pricing variations, particularly in the Southern US and Western Canada, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

Global commodity prices affect the prices of key raw material input costs, primarily wood fibre, resin, wax and energy which have been increasing as the broader US economic recovery gained traction. However, resin prices started trending down in the fourth quarter of 2014, reversing a decade-long upward trend. At current oil prices, lower resin prices are expected to continue.

Norbord has a moderate exposure to the Canadian dollar with approximately 37% of its panel production capacity located in Canada. The Company estimates that the favourable impact of a one-cent (US) decrease in the value of the Canadian dollar would positively impact annual Adjusted EBITDA by approximately $3 million when all of Norbord’s Canadian OSB mills operate at capacity.

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Merger Transaction Costs – Included in the second quarter of 2015 is $1 million ($0.01 per basic and diluted share) of transaction costs related to the Merger. Included in the first quarter of 2015 is $7 million ($0.08 per basic and diluted share) of transaction costs related to the Merger. Included in the fourth quarter of 2014 is $9 million ($0.11 per basic and diluted share) of transaction costs related to the Merger.

Severance Incurred to Achieve Merger Synergies – Included in the second quarter of 2015 is $2 million ($0.02 per basic and diluted share) of costs incurred to achieve synergies from the Merger, which consists primarily of severance costs.

Costs on Early Debt Extinguishment – Included in the second quarter of 2015 is a $13 million ($0.15 per basic and diluted share) premium paid on the early extinguishment of the Ainsworth Notes, an $11 million ($0.13 per basic and diluted share) write-off of the related financial instrument on the call options embedded in the Ainsworth Notes and a related $1 million ($0.01 per basic and diluted share) write-off of net unamortized debt issue costs. Included in the fourth quarter of 2013 is a $17 million ($0.32⁽¹⁾ per basic and diluted share) premium paid on the early extinguishment of the Company’s outstanding $240 million 6.25% senior notes due in 2015 and a related $3 million ($0.06⁽¹⁾ per basic and diluted share) write-off of unamortized debt issue costs.

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.08 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.06 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets. Included in the fourth quarter of 2013 is a $9 million ($0.17⁽¹⁾ per basic and diluted share) income tax recovery related to the recognition of a non-recurring deferred tax asset. Included in the third quarter of 2013 is a $9 million ($0.17⁽¹⁾ per basic and diluted share) non-recurring income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously expensed as well as a reduction in substantively enacted tax rates in the UK.

⁽¹⁾ Not restated for the Merger

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 14

CHANGE IN ACCOUNTING POLICIES

The accounting policies of the Company and Ainsworth were consistent, and in addition to the accounting policies disclosed in note 2 in the Company’s 2014 audited annual financial statements, the following accounting policies were adopted:

(i) Business Combinations

The Company has elected not to account for the Merger as a business combination under IFRS 3 Business Combinations, as the transaction represents a combination of entities under common control of Brookfield. Accordingly, the combination was completed on a book value basis and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

(ii) Intangible Assets

Intangible assets consist of timber rights and software acquisition and development costs. Intangible assets are recorded at cost less accumulated amortization. Timber rights are amortized on the basis of the volume of timber harvested. Software costs are amortized on a straight-line basis over their estimated useful lives and commence once the software is put into service. Amortization methods, useful lives and residual values are assessed at least annually. If the Company identifies events or changes in circumstances which may indicate that their carrying amount may not be recoverable, the intangible assets would be reviewed for impairment.

(iii) Reforestation Obligations

For certain operations, timber is harvested under various licenses issued by the Provinces of British Columbia and Alberta, which include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales on the basis of the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.

FUTURE CHANGE IN ACCOUNTING POLICIES

Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 is effective for the year ending December 31, 2017. In July 2015, the IASB confirmed a one-year deferral of the effective date to January 1, 2018. The Company is currently assessing the impact of IFRS 15 on its financial statements.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

Management has made certain estimates and judgments that affect the reported amounts and other disclosures in the financial statements. These estimates and judgments are described in the 2014 audited annual financial statements,

INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal controls over financial reporting during the three months ended June 27, 2015 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting, except for the following:

In accordance with the provisions of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, management, including the CEO and CFO, have limited the scope of their design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Ainsworth. Norbord completed its merger with Ainsworth on March 31, 2015.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 15

Ainsworth’s contribution to the Company’s consolidated financial statements for the quarter ended June 27, 2015 was approximately 25% of consolidated sales and approximately 17% of consolidated Adjusted EBITDA. Additionally, Ainsworth’s current assets and current liabilities were approximately 22% and 15% of consolidated current assets and current liabilities, respectively, and its long term assets and long term liabilities were approximately 38% and 5% of consolidated non-current assets and non-current liabilities, respectively.

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted earnings (loss) is earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by Louisiana-Pacific Corporation (LP) that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes. The actual income tax recovery (expense) is deducted (added back) and a tax recovery (expense) calculated at the Canadian combined federal and provincial statutory rate is added (deducted). Adjusted earnings (loss) per share is Adjusted earnings (loss) divided by the weighted average number of common shares outstanding.

The following table reconciles Adjusted earnings (loss) to the most directly comparable IFRS measure:

(US $ millions)	Q2 2015			Q1 2015			Q2 2014			6 mos 2015			6 mos 2014
(Loss) earnings	$	(23	)	$	(37	)	$	23		$	(60	)	$	16
Add: Merger transaction costs		1			7			—			8			—
Add: Severance incurred to achieve Merger synergies		2			—			—			2			—
Add: Costs on terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—			25			—
Add: Foreign exchange loss (gain) on Ainsworth Notes		—			28			(11	)		28			1
Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		—			(5	)		1			(5	)		(3	)
Less: Reported income tax recovery		(22	)		(14	)		(1	)		(36	)		(2	)
Add (less): Income tax recovery (expense) at statutory rate(1) (2015 - 26%; 2014 - 27%)		4			6			(3	)		10			(4	)
Adjusted (loss) earnings	$	(13	)	$	(15	)	$	9		$	(28	)	$	10

⁽¹⁾  Represents Canadian combined federal and provincial statutory rate.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 16

Adjusted EBITDA is earnings (loss) determined in accordance with IFRS before finance costs, income taxes, depreciation and other unusual or non-recurring items. Non-recurring items include costs related to the Merger, costs related to the proposed acquisition of Ainsworth by Louisiana-Pacific Corporation (LP) that was terminated in 2014, foreign exchange on the Ainsworth Notes and fair value movements on the financial instrument associated with the Ainsworth Notes. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	Q2 2015			Q1 2015			Q2 2014			6 mos 2015			6 mos 2014
(Loss) earnings	$	(23	)	$	(37	)	$	23		$	(60	)	$	16
Add: Finance costs		13			14			13			27			27
Add: Depreciation		22			21			21			43			41
Less: Income tax recovery		(22	)		(14	)		(1	)		(36	)		(2	)
Add: Merger transaction costs		1			7			—			8			—
Add: Severance incurred to achieve Merger synergies		2			—			—			2			—
Add: Costs on terminated LP acquisition		—			—			—			—			2
Add: Costs on early extinguishment of Ainsworth Notes		25			—			—			25			—
Add: Foreign exchange loss (gain) on Ainsworth Notes		—			28			(11	)		28			1
Add: (Gain) loss on derivative financial instrument on Ainsworth Notes		—			(5	)		1			(5	)		(3	)
Adjusted EBITDA	$	18		$	14		$	46		$	32		$	82

Operating working capital is accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	Jun 27, 2015			Mar 28, 2015			Dec 31, 2014			Jun 28, 2014
Accounts receivable	$	166		$	156		$	140		$	177
Inventory		179			194			184			194
Accounts payable and accrued liabilities		(194	)		(204	)		(218	)		(213	)
Operating working capital	$	151		$	146		$	106		$	158

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 17

Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	Jun 27, 2015		Mar 28, 2015			Dec 31, 2014		Jun 28, 2014
Operating working capital	$	151	$	146		$	106	$	158
Cash and cash equivalents		10		51			92		182
Bank advances		—		(3	)		—		—
Tax receivable		2		2			2		9
Total working capital	$	163	$	196		$	200	$	349

Capital employed is the sum of property, plant and equipment, intangible assets and operating working capital less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, intangible assets and operating working capital.

(US $ millions)	Jun 27, 2015			Mar 28, 2015			Dec 31, 2014			Jun 28, 2014
Property, plant and equipment	$	1,277		$	1,275		$	1,341		$	1,395
Intangible assets		12			12			11			8
Accounts receivable		166			156			140			177
Inventory		179			194			184			194
Accounts payable and accrued liabilities		(194	)		(204	)		(218	)		(213	)
Capital employed	$	1,440		$	1,433		$	1,458		$	1,561

ROCE (return on capital employed) is Adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management and viability of products. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is Adjusted earnings (loss) divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 18

Net debt is the principal amount of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	Jun 27, 2015			Mar 28, 2015(1)			Dec 31, 2014(1)			Jun 28, 2014(1)
Long-term debt, principal value	$	755		$	440		$	440		$	440
Add: Other long-term debt		50			45			—			—
Less: Cash and cash equivalents		(10	)		(4	)		(25	)		(83	)
Plus: Bank advances		—			3			—			—
Net debt		795			484			415			357
Less: Other long-term debt		(50	)		(45	)		—			—
Add: Letters of credit		4			3			3			3
Net debt for financial covenant purposes	$	749		$	442		$	418		$	360

⁽¹⁾  Not restated for the Merger and are the originally disclosed amounts.

Tangible net worth consists of shareholders’ equity including certain adjustments. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011 (includes those movements related to the translation of Ainsworth in prior periods).

(US $ millions)	Jun 27, 2015			Mar 28, 2015(1)		Dec 31, 2014(1)		Jun 28, 2014(1)
Shareholders’ equity	$	547		$	322	$	359	$	438
Less: Intangible assets		(12	)		—		—		—
Add: Other comprehensive income movement(2)		27			45		24		(6	)
Add: Impact of Ainsworth adopting USD as its functional currency		155			—		—		—
Add: IFRS transitional adjustments		21			21		21		21
Tangible net worth	$	738		$	388	$	404	$	453

⁽¹⁾  Not restated for the Merger and are the originally disclosed amounts.

⁽²⁾  Subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and tangible net worth. Net debt to capitalization on a book basis is a measure of the Company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of the Company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 19

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “anticipates,” “intends,” “pro forma” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of wood fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; (16) the integration of the Ainsworth operations; and (17) the ability of the combined company to realize synergies.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to wood fibre resources at competitive prices; (6) availability of rail services and port facilities; (7) various events that could disrupt operations, including natural events and ongoing relations with employees; (8) impact of changes to, or non-compliance with, environmental regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of certain tax exposures; (12) effects of currency exposures and exchange rate fluctuations; and (13) future operating costs.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the Caution Regarding Forward-Looking Information statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the Forward-Looking Statements section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 20

EX-99.14

Exhibit 99.14

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Peter C. Wijnbergen, President and Chief Executive Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended June 27, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 29, 2015 and ended on June 27, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	July 30, 2015
	(signed) Peter Wijnbergen
	Peter C. Wijnbergen President and Chief Executive Officer

- 2 -

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended June 27, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 Limitation on scope of design: the issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a special purpose entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 29, 2015 and ended on June 27, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	July 30, 2015
	/s/ Robin Lampard
	Robin Lampard Senior Vice President and Chief Financial Officer

- 2 -

EX-99.15

Exhibit 99.15

Consolidated Balance Sheets

(unaudited) (US $ millions)	Note	Mar 28, 2015		Dec 31, 2014
Assets
Current assets
Cash and cash equivalents		$	4	$	25
Accounts receivable	3		136		121
Tax receivable			2		4
Inventory	4		130		125
Other assets	5		1		—
			273		275
Non-current assets
Property, plant and equipment			788		800
Deferred income tax assets			29		29
			817		829
		$	1,090	$	1,104
Liabilities and shareholders’ equity
Current liabilities
Bank advances	6	$	3	$	—
Accounts payable and accrued liabilities			166		181
			169		181
Non-current liabilities
Long-term debt	6		435		434
Other long-term debt	3		45		—
Other liabilities	7		29		31
Deferred income tax liabilities			90		99
			599		564
Shareholders’ equity	8		322		359
		$	1,090	$	1,104

(See accompanying notes)

1

Consolidated Statements of Earnings

(unaudited) Quarters ended Mar 28 and Mar 29 (US $ millions, except per share information)	Note	Q1 2015			Q1 2014
Sales		$	259		$	303
Cost of sales			(246	)		(273	)
General and administrative expenses			(3	)		(3	)
Earnings before finance costs, costs related to Ainsworth merger, income tax and depreciation			10			27
Finance costs			(8	)		(8	)
Costs related to Ainsworth merger	15		(4	)		—
Earnings before income tax and depreciation			(2	)		19
Depreciation			(15	)		(13	)
Income tax recovery			11			1
Earnings		$	(6	)	$	7
Earnings per common share	9
Basic		$	(0.11	)	$	0.13
Diluted			(0.11	)		0.13

(See accompanying notes)

Consolidated Statements of Comprehensive (Loss) Income

(unaudited) Quarters ended Mar 28 and Mar 29 (US $ millions)	Q1 2015			Q1 2014
Earnings	$	(6	)	$	7
Other comprehensive loss, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		—			(1	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(21	)		(1	)
Other comprehensive loss, net of tax		(21	)		(2	)
Comprehensive (loss) income	$	(27	)	$	5

(See accompanying notes)

2

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) Quarters ended Mar 28 and Mar 29 (US $ millions)	Note	Q1 2015			Q1 2014
Share capital
Balance, beginning of period		$	662		$	661
Issue of common shares	8		1			—
Balance, end of period		$	663		$	661
Contributed surplus
Balance, beginning and end of period		$	7		$	6
Retained earnings
Balance, beginning of period		$	(280	)	$	(190	)
Earnings			(6	)		7
Common share dividends			(11	)		(29	)
Balance, end of periodi		$	(297	)	$	(212	)
Accumulated other comprehensive loss
Balance, beginning of period		$	(30	)	$	(1	)
Other comprehensive loss			(21	)		(2	)
Balance, end of period	8	$	(51	)	$	(3	)
Shareholders’ equity		$	322		$	452

(See accompanying notes)

iRetained earnings comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings		(34	)		51

3

Consolidated Statements of Cash Flows

(unaudited) Quarters ended Mar 28 and Mar 29 (US $ millions)	Note	Q1 2015			Q1 2014
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings		$	(6	)	$	7
Items not affecting cash:
Depreciation			15			13
Deferred income tax			(11	)		(3	)
Other items			1			4
			(1	)		21
Net change in non-cash operating working capital balances	10		(41	)		(47	)
Net change in tax receivable			2			—
			(40	)		(26	)
Investing activities
Investment in property, plant and equipment			(10	)		(20	)
Financing activities
Common share dividends paid			(11	)		(29	)
Accounts receivable securitization proceeds	3		45			—
Bank advances			3			—
Debt issue costs			—			(1	)
			37			(30	)
Foreign exchange revaluation on cash and cash equivalents held			(8	)		—
Cash and cash equivalents
Decrease during the period			(21	)		(76	)
Balance, beginning of period			25			193
Balance, end of period	10	$	4		$	117

(See accompanying notes including note 10 for supplemental cash flow information)

4

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, which are related parties by virtue of Brookfield holding a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 13 plant locations in the United States, Europe and Canada. Subsequent to the merger with Ainsworth Lumber Co Ltd. (Ainsworth) (see note 15), Norbord added four Canadian plant locations. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These condensed consolidated interim financial statements (interim financial statements) have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB) on a basis consistent with the accounting policies the Company disclosed in its audited consolidated financial statements as at, and for the year ended, December 31, 2014. These interim financial statements do not contain all of the disclosures that are required in annual financial statements prepared under IFRS and should be read in conjunction with the Company’s 2014 audited annual financial statements, which include information necessary or useful to understanding the Company’s business and financial statement presentation.

These interim financial statements were authorized for issuance by the Board of Directors of the Company on April 30, 2015.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. Subsequent to period-end, the program commitment limit was increased from $100 million to $125 million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $120 million (December 31, 2014 – $102 million) in accounts receivable, and Norbord recorded cash proceeds received of $45 million (December 31, 2014 – $nil) relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 11).

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. As at April 30, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

5

NOTE 4. INVENTORY

(US $ millions)	Mar 28, 2015		Dec 31, 2014
Raw materials	$	34	$	30
Finished goods		51		51
Operating and maintenance supplies		45		44
	$	130	$	125

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $2 million (December 31, 2014 – $2 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions)	Q1 2015		Q1 2014
Cost of inventories	$	237	$	264
Depreciation on property, plant and equipment		15		13
	$	252	$	277

NOTE 5. OTHER ASSETS

(US $ millions)	Note	Mar 28, 2015		Dec 31, 2014
Unrealized cash flow hedge gains	12	$	1	$	—

NOTE 6. LONG-TERM DEBT

(US $ millions)	Mar 28, 2015			Dec 31, 2014
Principal amount
7.7% senior secured notes due 2017	$	200		$	200
5.375% senior secured notes due 2020		240			240
		440			440
Debt issue costs		(5	)		(6	)
	$	435		$	434

Senior Secured Notes Due 2023

Subsequent to period-end, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred in connection with the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2020 and committed revolving bank lines. The Company used the proceeds to early redeem the outstanding $315 million senior secured notes due 2017 that were assumed upon closing of the merger transaction with Ainsworth on March 31, 2015 (see note 15).

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017 and 2020 senior secured notes and will be shared with the 2023 note holders subsequent to closing of the issuance.

At period-end, $3 million of the revolving bank lines was drawn as cash, $3 million was utilized for letters of credit and $239 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, OCI movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt for financial covenant purposes includes total debt, principal amount, excluding any drawings on the accounts receivable

6

securitization program, less cash and cash equivalents plus letters of credit issued and bank advances. At period-end, the Company’s tangible net worth for financial covenant purposes was $388 million and net debt for financial covenant purposes was $442 million. Net debt to capitalization, book basis, was 53% (note 11).

Subsequent to period-end, the Company amended the revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Ainsworth merger (see note 15) and extended the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016).

NOTE 7. OTHER LIABILITIES

(US $ millions)	Mar 28, 2015		Dec 31, 2014
Defined benefit pension obligation	$	22	$	22
Accrued employee benefits		7		9
	$	29	$	31

NOTE 8. SHAREHOLDERS’ EQUITY

Stock Options

During the quarter, 0.2 million stock options were granted (2014 – 0.2 million stock options) under the Company’s stock option plan. During the quarter, stock option expense of less than $1 million was recorded with a corresponding increase in contributed surplus (2014 – less than $1 million). During the quarter, 0.1 million common shares were issued as a result of options exercised under the stock option plan for total proceeds of less than $1 million (2014 – no stock options were exercised).

Dividend Reinvestment Plan

During the quarter, less than $1 million of dividends were reinvested in common shares (2014 – less than $1 million).

Accumulated Other Comprehensive Loss

(US $ millions)	Mar 28, 2015			Dec 31, 2014
Foreign currency translation loss on investment in foreign operations	$	(26	)	$	(5	)
Net loss on hedge of net investment in foreign operations		(8	)		(8	)
Actuarial loss on defined benefit pension obligation		(17	)		(17	)
Accumulated other comprehensive loss, net of tax	$	(51	)	$	(30	)

NOTE 9. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q1 2015			Q1 2014
Earnings available to common shareholders	$	(6	)	$	7
Common shares (millions):
Weighted average number of common shares outstanding		53.5			53.4
Stock options1		—			0.6
Diluted number of common shares		53.5			54.0
Earnings per common share:
Basic	$	(0.11	)	$	0.13
Diluted		(0.11	)		0.13

¹  Applicable if dilutive and when the weighted average daily closing share price for the period was greater than the exercise price for stock options.

7

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	Q1 2015			Q1 2014
Cash used for:
Accounts receivable	$	(19	)	$	(13	)
Inventory		(2	)		(14	)
Accounts payable and accrued liabilities		(20	)		(20	)
	$	(41	)	$	(47	)

Cash interest and income taxes comprises:

(US $ millions)	Q1 2015			Q1 2014
Cash interest paid	$	8		$	8
Cash income taxes (recovered) paid, net		(1	)		2

Cash and cash equivalents comprises:

(US $ millions)	Mar 28, 2015		Mar 29, 2014
Cash	$	4	$	105
Cash equivalents		—		12
	$	4	$	117

NOTE 11. CAPITAL MANAGEMENT

Norbord’s capital structure at period-end consisted of the following:

(US $ millions)	Note	Mar 28, 2015			Dec 31, 2014
Long-term debt, principal amount	6	$	440		$	440
Less: Cash and cash equivalents			(4	)		(25	)
Add: Bank advances			3			—
Net debt			439			415
Add: Letters of credit			3			3
Net debt for financial covenant purposes			442			418
Shareholders’ equity			322			359
Add: IFRS transitional adjustments	6		21			21
Less: Other comprehensive income movement1			45			24
Tangible net worth for financial covenant purposes			388			404
Total capitalization		$	830		$	822
Net debt to capitalization, book basis			53	%		51	%
Net debt to capitalization, market basis			29	%		26	%

¹  Cumulative subsequent to January 1, 2011 (note 6).

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NOTE 12. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Mar 28, 2015				Dec 31, 2014
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	4	$	4	$	25	$	25
Accounts receivable	Loans and receivables		136		136		121		121
		$	140	$	140	$	146	$	146
Financial liabilities:
Bank advances	Fair value through profit or loss	$	3	$	3	$	—	$	—
Accounts payable and accrued liabilities	Other financial liabilities		166		166		181		181
Long-term debt	Other financial liabilities		435		451		434		451
Other long-term debt	Other financial liabilities		45		45		—		—
Other liabilities	Other financial liabilities		29		29		31		31
		$	678	$	694	$	646	$	663

Derivative Financial Instruments

Canadian Dollar Monetary Hedge

At period-end, the Company had a foreign currency forward contract representing a notional amount of CAD $13 million (December 31, 2014 – CAD $9 million) in place to buy US dollars and sell Canadian dollars with a maturity of April 2015. The fair value of this contract at period-end is an unrealized gain of less than $1 million (December 31, 2014 – an unrealized gain of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at period-end.

Euro Cash Flow Hedge

At period-end, the Company had foreign currency options representing a notional amount of €40 million (December 31, 2014 – €55 million) in place to buy Pounds Sterling and sell Euros with maturities between April and November 2015. The fair value of these contracts at period-end is $1 million (December 31, 2014 – less than $1 million) (see note 5).

UK Net Investment Hedge

At period-end, the Company had a foreign currency forward contract representing a notional amount of £44 million (December 31, 2014 – nil) in place to buy US dollars and sell Pounds Sterling with a maturity of April 2015. The fair value of this contract at period-end is an unrealized loss of less than $1 million (December 31, 2014 – nil).

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchanges rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. In the quarter, realized gains on the Company’s matured currency hedges were less than $1 million (2014 – less than $1 million). Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

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NOTE 13. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

Other

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered and the cost of goods purchased were less than $1 million (2014 – less than $1 million).

NOTE 14. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment and therefore include export sales.

								Q1 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	149	$	110	$	—		$	259
Adjusted EBITDA1		6		7		(3	)		10
Depreciation		11		4		—			15
Investment in property, plant and equipment		9		1		—			10
Property, plant and equipment		668		120		—			788
								Q1 2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	168	$	135	$	—		$	303
Adjusted EBITDA1		17		13		(3	)		27
Depreciation		8		5		—			13
Investment in property, plant and equipment		11		4		—			15
Property, plant and equipment2		671		129		—			800

¹  Adjusted EBITDA is earnings before finance costs, costs related to Ainsworth merger, income tax and depreciation.

²  Balance as at December 31, 2014.

NOTE 15. MERGER WITH AINSWORTH

On December 8, 2014, the Company and Ainsworth entered into an arrangement agreement under which the Company would acquire all of the outstanding common shares of Ainsworth in an all-share transaction. The transaction was completed on March 31, 2015. Under the terms of the transaction, Ainsworth shareholders received 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act. Based on the number of Ainsworth common shares outstanding as at March 31, 2015, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth’s shares were delisted from the Toronto Stock Exchange on April 2, 2015 and Ainsworth is a now wholly-owned subsidiary of Norbord.

Prior to the completion of the transaction, Brookfield controlled approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, and now controls approximately 53% of the outstanding common shares of the Company. The Company expects to elect not to account for the transaction as a business combination under IFRS 3 Business Combinations, as the transaction represents a reorganization of entities under common control of Brookfield. Accordingly, the combination is expected to be done on a book value basis and no adjustments are expected to be made to reflect fair values or to recognize any new assets or liabilities of either entity.

NOTE 16. PRIOR PERIOD COMPARATIVES

Certain 2014 figures have been reclassified to conform with the current period’s presentation.

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EX-99.16

Exhibit 99.16

APRIL 30, 2015

Management’s Discussion and Analysis

INTRODUCTION

The Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during the period. The information in this section should be read in conjunction with the unaudited condensed consolidated interim financial statements, which follow this MD&A, and the audited annual financial statements and annual MD&A in the 2014 Annual Report. Financial data provided has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Additional information on Norbord, including documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. All financial references in the MD&A are stated in US dollars, unless otherwise noted.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Earnings before finance costs, income taxes, depreciation and other unusual or non-recurring items (Adjusted EBITDA), cash provided by operating activities per share, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

BUSINESS OVERVIEW & STRATEGY

Norbord is a leading global manufacturer of wood-based panels with 17 plant locations in the United States, Canada and Europe. Pro forma for the merger with Ainsworth Lumber Co. Ltd. (Ainsworth), Norbord is the largest producer of oriented strand board (OSB) with annual capacity of 8 billion square feet (Bsf) ( ³⁄₈-inch basis). In North America, pro forma for the Ainsworth merger, Norbord owns 13 OSB production facilities located in the South East region of the US, Western Canada, Quebec, Ontario and Minnesota. In Europe, the Company operates four production facilities in the United Kingdom and Belgium and is the UK’s largest panel producer. Pro forma for the Ainsworth merger, the geographical breakdown of panel production capacity is approximately 80% in North America and 20% in Europe. Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America, Europe and Asia. OSB Accounts for 90% of Norbord’s Business⁽¹⁾   Production Capacity by Product NA = North America EU = Europe ⁽¹⁾ Pro forma for the Ainsworth merger

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 1

Norbord’s financial goal is to achieve top quartile ROE and ROCE among North American forest products companies. As Norbord operates in a cyclical commodity business, Norbord interprets its financial goals over the cycle.

Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management should enable it to access public and private capital markets, subject to financial market conditions. At period-end, Norbord had unutilized liquidity of $298 million, comprising $4 million in cash, $239 million in unutilized revolving bank lines and $55 million undrawn under its accounts receivable securitization program.

MERGER WITH AINSWORTH

On March 31, 2015, Norbord completed its merger with Ainsworth. Each Ainsworth shareholder received 0.1321 of a Norbord common share for each Ainsworth common share held and consequently, 31.8 million Norbord common shares were issued to Ainsworth shareholders. Ainsworth is now a wholly-owned subsidiary of Norbord.

As Norbord and Ainsworth operated as separate companies during the first quarter of 2015, this MD&A reviews Norbord’s standalone performance during the period. Any forward-looking discussion and numbers that reflect the combined company are clearly stated as “pro forma for the Ainsworth merger”.

SUMMARY

Norbord recorded Adjusted EBITDA of $10 million in the first quarter of 2015. Harsh winter weather conditions across North America presented market challenges in the first quarter. While March 2015 year-to-date US housing starts were up 4% compared to the first quarter of 2014, the seasonally adjusted annualized rate fell to 0.93 million for the month of March. In addition, according to the APA-The Engineered Wood Association, North American OSB demand was approximately 4.9 Bsf ( ³⁄₈-inch basis) in the quarter, down 0.4% from the prior quarter, and representing just 79% of industry operating capacity. Against this backdrop, North Central benchmark OSB prices averaged $193 per thousand square feet (Msf) ( ⁷⁄₁₆-inch basis) in the quarter, down 11% and 12% over the prior quarter and the prior year, respectively. Norbord’s North American operating mills ran well despite the weather challenges and increased sales volume by 1% year-over-year. Manufacturing costs decreased both quarter-over-quarter and year-over-year, primarily driven by improved productivity, raw material usage improvements and input cost relief from lower resin prices. Results from Norbord’s European panel business softened due to OSB pricing pressure from the Ukraine crisis and the Russian ruble collapse.

Norbord recorded a loss of $6 million ($0.11 loss per basic and diluted share) in the first quarter of 2015 compared to earnings of $3 million ($0.06 per basic and diluted share) in the prior quarter and earnings of $7 million ($0.13 per basic and diluted share) in the first quarter of 2014. Earnings in the first quarter of 2015 included $4 million in Ainsworth merger costs ($0.07 per basic and diluted share). Earnings in the fourth quarter of 2014 included $5 million in Ainsworth merger costs ($0.09 per basic and diluted share) and a non-recurring income tax recovery of $7 million ($0.13 per basic and diluted share). The earnings decrease versus both comparative quarters is primarily attributed to lower North American OSB prices.

Housing market activity, particularly in the US, influences OSB demand and pricing. With over 70% of the Company’s panel capacity located in North America (80% pro forma for the Ainsworth merger), fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In the first quarter of 2015, approximately

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 2

50% of Norbord’s OSB sales volume went into the new home construction sector. The remainder went into repair and remodelling, light commercial construction and industrial applications. Management believes this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. As the US housing market recovery progresses, Norbord’s shipment volume to the new home construction sector will continue to grow.

On the cost side, fluctuations in raw material input prices significantly impact operating costs. Resin, fibre and energy account for approximately 65% of Norbord’s OSB cash production costs. The prices for these global commodities are determined by economic and market conditions. In the first quarter of 2015, resin prices were significantly lower than both the prior quarter and the same quarter last year. At current oil prices, these lower resin prices are expected to continue through the year. Norbord will continue to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

The long-term fundamentals that support North American housing and OSB demand such as new household formations and immigration are predicted to be strong. Norbord’s European operations are exposed to different market dynamics relative to the North American operations and this has provided meaningful market and geographic diversification for the Company. Combined with Norbord’s strong financial liquidity and solid customer partnerships, the Company is well positioned to benefit from the continuing recovery in the US housing markets and growing demand in the Company’s core European market.

RESULTS OF OPERATIONS

(US $ millions, except per share information, unless otherwise noted)	Q1			Q4			Q1
	2015			2014			2014
Return on capital employed (ROCE)		5	%		7	%		13	%
Return on equity (ROE)		-7	%		3	%		6	%
Earnings		(6	)		3			7
Per Common Share
Basic earnings		(0.11	)		0.06			0.13
Diluted earnings		(0.11	)		0.06			0.13
Dividends paid		0.19			0.51			0.54
Sales		259			282			303
Adjusted EBITDA		10			15			27
Depreciation		15			17			13
Investment in property, plant and equipment		10			12			15
Shipments (MMsf–3/8”)
North America		827			895			817
Europe		424			399			434
Indicative Average OSB Price
North Central ($/Msf–7/16”)		193			216			219
South East ($/Msf–7/16”)		175			181			193
Europe (€/m3)1		232			248			273

1 European indicative average OSB price represents the gross delivered price to the largest Continental market.

Total sales in the quarter were $259 million, compared to $282 million in the previous quarter and $303 million in the first quarter of 2014. Quarter-over-quarter, total sales decreased by $23 million or 8%. In North America, sales decreased by 10% due to lower OSB prices and shipment volumes primarily attributed to fewer fiscal days in the first quarter of 2015. In Europe, the 5% decline in sales was due to the weakening of the Pound Sterling against the US dollar. Adjusting for the impact of foreign currency translation, sales remained flat. Year-over-year, sales decreased by $44 million or 15%. In North America, sales decreased by 11% due to lower OSB prices. In Europe, sales decreased by 19% due to lower OSB prices and the impact of the weakening Pound Sterling versus the US dollar.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 3

Norbord Focused on North American OSB Market

Markets In North America, despite the fact that homebuilders lost working days due to poor weather, March year-to-date US housing starts were up 4% versus the same period in 2014 and permits were 8% higher. The consensus forecast from US housing economists stands at approximately 1.15 million starts in 2015, a 14% improvement over last year. Despite the significant rebound in new home construction since 2009, US housing starts remain well below the long-term annual average of 1.5 million.

New home construction activity was held back by the extreme cold weather conditions experienced across much of the continent this winter, driving softer OSB demand. As a result, both North Central and South East benchmark OSB prices remained under pressure in the first quarter. The North Central benchmark averaged $193 per Msf ( ⁷⁄₁₆-inch basis) for the quarter, compared to $216 per Msf in the previous quarter and $219 per Msf in the same quarter last year. In the South East region, where approximately 55% of Norbord’s North American capacity is located, benchmark prices averaged $175 per Msf in the quarter, compared to $181 per Msf in the prior quarter and $193 per Msf in the same quarter last year.

Approximately half of Norbord’s first quarter OSB sales volume went to the new home construction sector, while the other half went into repair and remodelling, light commercial construction and industrial applications. Management believes that this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

In Europe, panel markets continued to experience demand growth in the first quarter, reflecting improving housing markets and continued OSB substitution in the Company’s core geographies, particularly the UK and Germany. However, OSB prices remain under pressure and were down 9% quarter-over-quarter and 18% year-over-year as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine and the Russian ruble collapse. As a result, first quarter average panel prices were down 4% from the prior quarter and 9% lower than the same quarter last year. Particleboard prices continue to have modest upward momentum, increasing 2% quarter-over-quarter and 1% year-over-year, while medium density fibreboard (MDF) prices (which are less directly impacted by the recovering housing sector) were in line with both comparative quarters.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK, slowed the flow of Continental European imports and supported Norbord’s export program into the Continent. During the first quarter of 2015, the Pound Sterling strengthened from 1.28 to 1.37 against the Euro, pushing closer to the upper end of the 10-year range.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 4

Operating Results

Adjusted EBITDA (US $ millions)	Q1 2015			Q4 2014			Q1 2014
North America	$	6		$	6		$	17
Europe		7			11			13
Unallocated		(3	)		(2	)		(3	)
Total	$	10		$	15		$	27

Norbord generated Adjusted EBITDA of $10 million in the first quarter of 2015 compared to $15 million in the fourth quarter of 2014 and $27 million in the first quarter of 2014. Quarter-over-quarter, the Adjusted EBITDA decrease was due to lower OSB prices and North American shipment volumes attributed primarily to fewer fiscal days, partially offset by lower resin prices and fewer maintenance shutdown days. Year-over-year, the Adjusted EBITDA decrease was primarily driven by lower OSB prices, partially offset by the benefit of lower resin prices and lower raw material usages.

Major components of the change in Adjusted EBITDA versus comparative periods are summarized in the variance table below:

Adjusted EBITDA variance (US $ millions)	Q1 2015 vs. Q4 2014			Q1 2015 vs. Q1 2014
Adjusted EBITDA – current period	$	10		$	10
Adjusted EBITDA – comparative period		15			27
Variance	$	(5	)	$	(17	)
Mill nets1		(6	)		(25	)
Volume2		(4	)		(1	)
Key input prices3		2			5
Key input usage3		(2	)		3
Mill profit share and bonus		—			1
Maintenance and other4		5			—
Total	$	(5	)	$	(17	)

¹  The mill nets variance represents the change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

²  The volume variance represents the impact of shipment volume changes across all products.

³  The key inputs include fibre, resin, wax and energy.

⁴  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

North America

North American operations generated Adjusted EBITDA of $6 million in the first quarter of 2015 versus $6 million in the fourth quarter of 2014 and $17 million in the first quarter of 2014. Quarter-over-quarter, the benefits of lower resin prices and supplies and maintenance costs were offset by lower OSB prices and shipment volumes due to fewer fiscal days. Year-over-year, the lower Adjusted EBITDA result was primarily driven by significantly lower OSB prices. Lower resin prices and raw material usages and lower mill profit share costs (attributed to the lower Adjusted EBITDA) provided a partial offset.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased by 3% compared to the fourth quarter of 2014 and 4% compared to the first quarter of 2014. Quarter-over-quarter, unit costs declined as a result of lower resin prices and fewer maintenance shutdown days partially offset by the impact of fewer fiscal days in the first quarter of 2015. Year-over-year, the lower unit cost was primarily driven by increased

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 5

productivity, lower resin prices and raw material usages partially offset by the impact of production curtailments taken in the first quarter of 2015. Excluding the impact of the production curtailments taken in the first quarter of 2015, unit cost decreased by 7% year-over-year.

Norbord’s North American OSB mills produced at approximately 80% of stated capacity in the first quarter of 2015 compared to approximately 75% in the fourth quarter of 2014 and 80% in the first quarter of 2014. Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at approximately 100% of stated capacity in the first quarter of 2015 compared to 95% in the fourth quarter of 2014 (90% based on the restated capacity) and 100% in the first quarter of 2014 (95% based on the restated capacity). Quarter-over-quarter, operating mill capacity utilization (based on fiscal days in each period) increased due to fewer maintenance shutdown days and production curtailments. Year-over-year, operating mill capacity utilization was unchanged, as improved productivity was offset by additional production curtailments. As previously announced, Norbord restated the annual capacity of the Joanna, South Carolina mill from 500 MMsf ( ³⁄₈-inch basis) to 650 MMsf effective for 2015 to reflect increased capacity as a result of the wood-handling end project completed in 2014.

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for a future restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. These two mills represent 18% of Norbord’s capacity in North America.

Europe

European operations generated Adjusted EBITDA of $7 million in the first quarter of 2015 versus $11 million in the fourth quarter of 2014 and $13 million in the first quarter of 2014. Quarter-over-quarter, Adjusted EBITDA decreased by $4 million due to lower OSB prices and higher fibre and energy prices, partially offset by lower resin prices. Year-over-year, Adjusted EBITDA decreased by $6 million as the benefit of lower resin prices was more than offset by lower OSB prices and the impact of the weakening Pound Sterling versus the US dollar.

Norbord’s European mills produced at approximately 95% of stated capacity in the quarter compared to 105% in the fourth quarter of 2014 (95% based on the restated capacity) and 110% in the first quarter of 2014 (100% based on the restated capacity). Capacity utilization declined compared to both comparative periods primarily driven by the previously announced restatement of the annual capacity of three of the four mills by an aggregate 170 MMsf ( ³⁄₈-inch basis) to reflect recent capital investments and improved efficiency.

Margin Improvement Program (MIP)

Margin improvement represents the Company’s single most important operating focus. The prices of resin, fibre and energy, which account for approximately 65% of Norbord’s OSB cash production costs, are determined by economic and market conditions and are, to a large degree, uncontrollable. These costs have risen through most of the past decade and more recently resin prices have declined as oil prices collapsed. The Company realized MIP gains of $7 million in the first quarter of 2015. These gains, measured relative to 2014 at constant prices and exchange rates, limited the unfavourable impact of lower OSB pricing in the first quarter of 2015. Contributions to MIP included improved productivity and improved raw material usage.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 6

FINANCE COSTS, DEPRECIATION AND INCOME TAX

(US $ millions)	Q1			Q4			Q1
	2015			2014			2014
Finance costs	$	8		$	7		$	8
Depreciation		15			17			13
Income tax recovery		(11	)		(17	)		(1	)

Depreciation

The Company uses the units-of-production depreciation method for its production equipment. The fluctuation in quarterly depreciation expense reflects relative changes in production levels by mill.

Income Tax

An income tax recovery of $11 million was recorded on pre-tax loss of $17 million in the first quarter of 2015. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities and fluctuations in relative currency values.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q1			Q4			Q1
	2015			2014			2014
Cash (used for) provided by operating activities	$	(40	)	$	13		$	(26	)
Cash (used for) provided by operating activities per share		(0.75	)		0.25			(0.49	)
Operating working capital		100			65			93
Total working capital		103			94			221
Investment in property, plant and equipment		10			12			15
Net debt to capitalization, market basis		29	%		26	%		18	%
Net debt to capitalization, book basis		53	%		51	%		41	%

At period-end, Norbord had unutilized liquidity of $298 million, comprising $4 million in cash, $239 million in unutilized revolving bank lines and $55 million undrawn under the accounts receivable securitization program.

Senior Secured Notes Due 2023

In April 2015, the Company issued $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred on the issuance. The notes rank pari passu with the Company’s existing senior secured notes due in 2020 and 2017 and committed revolving bank lines. The Company used the proceeds to early redeem the outstanding $315 million senior secured notes due 2017 that were assumed upon closing of the Ainsworth merger on March 31, 2015.

Senior Secured Notes Due 2020

The Company’s $240 million senior secured notes due 2020 bear an interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and 2023 and committed revolving bank lines.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due 2017 bear an interest rate that varies with the Company’s credit ratings. In November 2013, Moody’s Investors Service upgraded the ratings on the Company’s senior secured debt from Ba3 to Ba2, and, accordingly, the interest rate on the 2017 notes decreased by 0.25% from 7.95% to 7.70% effective August 15, 2013.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 7

At April 30, 2015, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Negative	Stable	Stable

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with the holders of the 2017, 2020 and 2023 senior secured notes.

At period-end, the bank lines contained two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, other comprehensive income movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash and cash equivalents plus letters of credit issued and bank advances. At period-end, the Company’s tangible net worth was $388 million and net debt for financial covenant purposes was $442 million. Net debt to total capitalization, book basis, was 53%.

Subsequent to period-end, the Company amended the revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Ainsworth merger and extended the maturity date for $225 million of the total aggregate commitment to May 2018 (the remaining $20 million commitment matures in May 2016).

Accounts Receivable Securitization

The Company has an accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. Subsequent to period-end, the program commitment limit was increased from $100 million to $125 million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $120 million in accounts receivable, and Norbord recorded cash proceeds of $45 million relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings under the program at any point in time depends on the level of accounts receivable transferred, timing of cash settlements and fluctuates with the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 8

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, was $100 million at period-end compared to $65 million in the prior quarter and $93 million in the prior year. The Company aims to continuously minimize the amount of capital held as operating working capital and takes actions to manage it at minimal levels.

Quarter-over-quarter, operating working capital increased by $35 million due to lower accounts payable and higher accounts receivable and inventory. Lower accounts payable is primarily attributed to the payment of mill profit share and bonuses across the Company and the timing of payments. Higher accounts receivable is primarily due to higher North American and European sales volume in March 2015 relative to December 2014. Higher inventory is the result of the annual seasonal log inventory build in North America.

Year-over-year, operating working capital increased by $7 million due to lower accounts payable partially offset by lower accounts receivable and lower inventory. Lower accounts payable is attributed to the timing of payments and the translation impact of a weaker Pound Sterling relative to the US dollar. Lower accounts receivable is primarily attributed to lower OSB prices and lower inventory is attributed to lower log inventories in North America.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable less bank advances, was $103 million at the end of the first quarter of 2015 compared to $94 million at the end of the prior quarter and $221 million in the prior year. Quarter-over-quarter, the increase is attributed to the higher working capital balance partially offset by lower cash and cash equivalents. Year-over-year, the decrease is primarily attributed to the lower cash and cash equivalents at the end of the first quarter of 2015.

Operating activities consumed $40 million in cash ($0.75 per share) in the first quarter of 2015. Operating activities generated $13 million in cash ($0.25 per share) in the prior quarter and consumed $26 million in cash ($0.49 per share) in the first quarter of 2014. The consumption of cash versus the prior quarter is mainly attributed to the seasonal increase in operating working capital in the first quarter of 2015. The consumption of cash versus the prior year quarter is primarily the result of lower Adjusted EBITDA results in the current quarter.

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

Investment in property, plant and equipment was $10 million in the first quarter of 2015 compared to $12 million in the prior quarter and $15 million in the first quarter of 2014. The decrease versus the prior year quarter is primarily attributable to the larger scope of the capital projects undertaken in the first quarter of 2014.

Norbord’s 2015 investment in property, plant and equipment is expected to be $50 million ($70 million pro forma for the Ainsworth merger), which includes further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

CAPITALIZATION

At April 30, 2015, there were 85.3 million common shares outstanding. In addition, 2.1 million stock options were outstanding, of which 65% were fully vested.

No share repurchases were made under the Company’s normal course issuer bid filed with the TSX that expired on March 5, 2015.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 9

Dividends

The Company has a variable dividend policy which targets the pay-out to shareholders of a portion of expected future free cash flow over the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not seasonality, of the business. During the quarter, the Board of Directors declared a quarterly dividend of CAD $0.25 per common share, which was paid on March 21, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the discretion to modify, suspend or cancel the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

FINANCIAL INSTRUMENTS

The Company utilizes various derivative financial instruments to manage risk and make better use of capital. The fair values of these instruments are reflected on the Company’s balance sheet and are disclosed in note 12 to the condensed consolidated interim financial statements.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the interim consolidated financial statements. The following transactions have occurred between the Company and Brookfield during the normal course of business.

Other

The Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered and cost of goods purchased were less than $1 million.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 10

SELECTED QUARTERLY INFORMATION

(US $ millions, except per share information, unless otherwise noted)	2015 Q1			Q4			Q3			Q2			2014 Q1			Q4			Q3			2013 Q2
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		5	%		7	%		7	%		15	%		13	%		13	%		21	%		48	%
Return on equity (ROE)		-7	%		3	%		5	%		10	%		6	%		2	%		21	%		46	%
Cash (used for) provided by operating activities		(40	)		13			22			20			(26	)		35			63			101
Cash (used for) provided by operating activities per share		(0.75	)		0.25			0.41			0.37			(0.49	)		0.68			1.18			1.91
SALES AND EARNINGS
Sales		259			282			302			311			303			302			311			365
Adjusted EBITDA		10			15			15			33			27			29			45			102
Earnings		(6	)		3			5			11			7			2			27			53
PER COMMON SHARE
Basic earnings		(0.11	)		0.06			0.09			0.21			0.13			0.04			0.51			1.00
Diluted earnings		(0.11	)		0.06			0.09			0.20			0.13			0.04			0.50			0.99
Dividends paid		0.19			0.51			0.56			0.54			0.54			0.56			0.56			0.59
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		827			895			893			906			817			887			886			810
Europe		424			399			435			395			434			375			386			406
Indicative Average OSB Price
North Central ($/Msf–7/16”)		193			216			216			219			219			245			252			347
South East ($/Msf–7/16”)		175			181			177			199			193			192			207			313
Europe (€/m3)1		232			248			258			269			273			276			278			273

¹  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and the payment of mill profit share and bonuses across the Company. Logs are generally consumed in the spring and summer months.

The demand for and price of OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the demand for and price of OSB in North America. The Company estimates that the annualized impact on Adjusted EBITDA of a $10 per Msf ( ⁷⁄₁₆-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $36 million or $0.67 per basic share (pre-tax) ($58 million or $0.68 per basic share (pre-tax) pro forma for the Ainsworth merger). Regional pricing variations, particularly in the Southern US, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

Global commodity prices affect the prices of key raw material input costs, primarily fibre, resin, wax and energy. In each of the last five years, key input prices have increased as the broader US economic recovery gained traction. In 2014, the impact was more moderate as resin prices trended down in the fourth quarter, reversing a decade-long upward trend. In 2015, at current oil prices, lower resin prices are expected to continue.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 11

Norbord has relatively low exposure to the Canadian dollar due to a comparatively small manufacturing base in Canada, which comprises 11% of its panel production capacity (37% pro forma for the Ainsworth merger). The Company estimates that the favourable impact of a one-cent (US) decrease in the value of the Canadian dollar would positively impact annual Adjusted EBITDA by approximately $1 million when both of Norbord’s Canadian OSB mills operate at capacity ($3 million pro forma for the Ainsworth merger).

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Costs Related to Ainsworth Merger – Included in the first quarter of 2015 is $4 million ($0.07 per basic and diluted share) of transaction costs related to the business combination with Ainsworth. Included in the fourth quarter of 2014 is $5 million ($0.09 per basic and diluted share) of transaction costs related to the business combination with Ainsworth.

Costs on Early Debt Extinguishment – Included in the fourth quarter of 2013 is a $17 million ($0.32 per basic and diluted share) premium (pre-tax) paid on the early extinguishment of the Company’s outstanding $240 million 6.25% senior notes due in 2015 and a related $3 million ($0.06 per basic and diluted share) write-off of unamortized debt issue costs.

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.13 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.09 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets. Included in the fourth quarter of 2013 is a $9 million ($0.17 per basic and diluted share) income tax recovery related to the recognition of a non-recurring deferred tax asset. Included in the third quarter of 2013 is a $9 million ($0.17 per basic and diluted share) non-recurring income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously expensed as well as a reduction in substantively enacted tax rates in the UK.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal controls over financial reporting during the three months ended March 28, 2015 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 12

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted EBITDA is earnings determined in accordance with IFRS before finance costs, income taxes, depreciation and other unusual or non-recurring items. Non-recurring items include costs related to the Ainsworth merger. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:

(US $ millions)	Q1			Q4			Q1
	2015			2014			2014
Earnings	$	(6	)	$	3		$	7
Add: Finance costs		8			7			8
Add: Costs related to Ainsworth merger		4			5			—
Add: Depreciation		15			17			13
Less: Income tax recovery		(11	)		(17	)		(1	)
Adjusted EBITDA	$	10		$	15		$	27

Operating working capital is accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	Mar 28, 2015			Dec 31, 2014			Mar 29, 2014
Accounts receivable	$	136		$	121		$	143
Inventory		130			125			134
Accounts payable and accrued liabilities		(166	)		(181	)		(184	)
Operating working capital	$	100		$	65		$	93

Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	Mar 28, 2015			Dec 31, 2014		Mar 29, 2014
Operating working capital	$	100		$	65	$	93
Cash and cash equivalents		4			25		117
Bank advances		(3	)		—		—
Tax receivable		2			4		11
Total working capital	$	103		$	94	$	221

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 13

Capital employed is the sum of property, plant and equipment, operating working capital, tax receivable and other assets less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, operating working capital, tax receivable and other assets.

(US $ millions)	Mar 28, 2015			Dec 31, 2014			Mar 29, 2014
Property, plant and equipment	$	788		$	800		$	795
Accounts receivable		136			121			143
Tax receivable		2			4			11
Inventory		130			125			134
Accounts payable and accrued liabilities		(166	)		(181	)		(184	)
Other assets		1			—			—
Capital employed	$	891		$	869		$	899

ROCE (return on capital employed) is Adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management and viability of products. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is earnings available to common shareholders divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is an non-IFRS measure and is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

Net debt is the principal amount of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	Mar 28, 2015			Dec 31, 2014			Mar 29, 2014
Long-term debt, principal amount	$	440		$	440		$	440
Add: Other long-term debt		45			—			—
Add: Bank advances		3			—			—
Less: Cash and cash equivalents		(4	)		(25	)		(117	)
Net debt		484			415			323
Less: Other long-term debt		(45	)		—			—
Add: Letters of credit		3			3			3
Net debt for financial covenant purposes	$	442		$	418		$	326

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 14

Tangible net worth consists of shareholders’ equity. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011.

(US $ millions)	Mar 28, 2015		Dec 31, 2014		Mar 29, 2014
Shareholders’ equity	$	322	$	359	$	452
Add: IFRS transitional adjustments		21		21		21
Add: Other comprehensive income movement1		45		24		(3	)
Tangible net worth	$	388	$	404	$	470

¹  Subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and tangible net worth. Net debt to capitalization on a book basis is a measure of the Company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of the Company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “anticipates,” “intends,” “pro forma” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; and (15) expectations regarding the amount and timing of dividend payments.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 15

involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) various events that could disrupt operations, including natural events and ongoing relations with employees; (7) impact of changes to, or non-compliance with, environmental regulations; (8) impact of any product liability claims in excess of insurance coverage; (9) risks inherent to a capital intensive industry; (10) impact of future outcomes of certain tax exposures; and (11) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the Caution Regarding Forward-Looking Information statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the Forward-Looking Statements section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

    Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section. 16

EX-99.17

Exhibit 99.17

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Peter C. Wijnbergen, President and Chief Executive Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended March 28, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 28, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	May 1, 2015
	(signed) Peter Wijnbergen
	Peter C. Wijnbergen President and Chief Executive Officer

- 2 -

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended March 28, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 28, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	May 1, 2015
	(signed) Robin Lampard
	Robin Lampard Senior Vice President and Chief Financial Officer

- 2 -

EX-99.18

Exhibit 99.18

February 4, 2016

TO: Canadian Securities Regulatory Authorities

Dear Sirs/Mesdames:

Re: Norbord Inc.

We advise of the following with respect to the upcoming Annual Meeting of Shareholders of Norbord Inc.:

Meeting Type:	Annual Meeting
Record Date for Notice of Meeting:	March 2, 2016
Record Date for Voting (if applicable):	March 2, 2016
Beneficial Ownership Determination Date:	March 2, 2016
Meeting Date:	April 29, 2016
Issuer sending proxy related materials directly to NOBO:	No
Issuer paying for delivery to OBO:	Yes
Notice and Access (NAA) Requirements: NAA for Beneficial Holders NAA For Registered Holders	No No

Voting Security Details:
Description	CUSIP Number	ISIN
COMMON	65548P403	CA65548P4033

Yours truly,

“E. G. Toomey”

Elaine G. Toomey

Assistant Corporate Secretary

Norbord Inc.	Main Tel (416) 365-0705
Suite 600	Main Fax (416) 777-4419
One Toronto Street	www.norbord.com
Toronto, Ontario
M5C 2W4

EX-99.19

Exhibit 99.19

News Release

NORBORD INC. ANNOUNCES ELECTION OF BOARD OF DIRECTORS

TORONTO, ON (May 12, 2015) – Norbord Inc. (TSX: NBD) announced results from its 2015 annual meeting of shareholders held earlier today. All of the eight nominees listed in the Corporation’s Management Proxy Circular dated April 6, 2015 proposed by management for election to the Board of Directors at the annual meeting of shareholders were acclaimed. The Directors will remain in office until the next annual meeting of shareholders or until their successors are elected or appointed. The proxies received by management were as follows:

	Votes in Favour				Votes Withheld
Name	#		%		#		%
Jack L. Cockwell		62,068,699		92.34		5,146,766		7.66
Pierre Dupuis		66,216,324		98.51		999,141		1.49
Paul E. Gagné		66,234,747		98.54		980,718		1.46
J. Peter Gordon		62,331,438		92.73		4,884,027		7.27
Paul A. Houston		66,023,013		98.23		1,192,452		1.77
J. Barrie Shineton		62,274,012		92.65		4,941,453		7.35
Denis A. Turcotte		66,207,565		98.50		1,007,900		1.50
Peter C. Wijnbergen		62,670,171		93.24		4,545,294		6.76

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

1

EX-99.20

Exhibit 99.20

NORBORD MANAGEMENT PROXY CIRCULAR 2

Notice of Annual Meeting of Shareholders

Date:	Tuesday, May 12, 2015
Time:	10:00 a.m.
Place:	The Albany Club, 91 King Street East, Toronto, Ontario, M5C 1G3

Business of the Meeting

1. To receive the consolidated financial statements for the year ended December 31, 2014 and the auditor’s report on those statements;

2. To elect Directors; and

3. To appoint auditors and to authorize the Directors to fix their remuneration.

We will also consider other business that may properly come before the meeting or any adjournment or postponement thereof.

The Management Proxy Circular accompanying this Notice provides additional information relating to the matters to be dealt with at the meeting and is incorporated into, and forms part of, this Notice.

You have the right to receive notice of, and to vote at, the annual meeting if you are a Norbord Inc. shareholder at 5:00 p.m. (Toronto time) on Tuesday, April 14, 2015.

Shareholders are entitled to vote at the meeting either in person or by proxy. However, you do not have to vote in person at the meeting. This Management Proxy Circular tells you how to exercise your right to vote your shares.

By order of the Board of Directors,

/s/ ELAINE G. TOOMEY

ELAINE G. TOOMEY

Assistant Corporate Secretary

Toronto, Ontario

April 6, 2015

NORBORD MANAGEMENT PROXY CIRCULAR 3

Table of Contents

			PAGE
SECTION I – GENERAL INFORMATION				6
	Date of Information			6
	Currency			6
	Common Shares Outstanding			6
	Voting Shares and Principal Shareholders			6
	Reporting Concerns			7
	Shareholder Proposals			7
	Annual Report			7
	Additional Information			7
SECTION II – VOTING INSTRUCTIONS				8
	Solicitation of Proxies			8
	Appointment of Proxyholders			8
	Execution and Deposit of Proxy			8
	Voting of Shares Represented by Management Proxy			8
	Registered Shareholders			9
	Non-registered Shareholders			9
	Right of Revocation			10
SECTION III – BUSINESS OF THE MEETING				11
	1.	Annual Report and Financial Statements		11
	2.	Election of Directors		11
		Director Nominees		12
		Interlocking Directorships		20
		Board Committees		20
		Areas of Expertise		21
		Number of Board and Committee Meetings Held		22
		Non-employee Director Compensation		22
		Cease Trade Orders, Bankruptcies, Penalties and Sanctions		22
		Corporate Governance		22
	3.	Appointment of Auditors		23
		Auditor Independence		23
		2014 Audit and Recommendation		23
		Principal Accounting Firm Fees		23
		Description of Services		23

NORBORD MANAGEMENT PROXY CIRCULAR 4

SECTION IV – EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS				24
	Compensation Philosophy				24
	Human Resources Committee				24
		Committee Members			24
		Independence			24
		Role of the HR Committee			24
		Succession Planning			25
		Compensation and Benefit Programs			25
		Risk Management			25
	Named Executive Officers				26
	Executive Compensation Programs and Administration				27
	Compensation Advice and Benchmarking				27
	Compensation Programs				29
		1.	Base Salary		29
		2.	Bonus		30
		3.	Long-term Incentives		31
			Stock Option Plan		31
			Stock Option Plan Amendment Process		32
			Stock Option Plan Grants		33
			Restricted Stock Unit Plan		33
			Management Deferred Common Share Unit Plan		34
			Employee Share Savings Plan		34
		4.	Benefits		34
		5.	Pension		35
	Named Executive Officer Share Ownership				36
		Acquisition Cost			36
		Market Value			37
	Performance and Compensation of President and Chief Executive Officer				37
	Performance and Compensation of Other Named Executive Officers				39
	Performance Graph				39
	Compensation Information				40
		Summary Compensation Table			40
	Option-based and Share-based Awards				41
		Incentive Plan Awards			41
		Incentive Plan Awards – Value Vested or Earned during the Year			42
		Securities Authorized for Issuance under Equity Compensation Plans for the Financial Year Ended December 31, 2014			42
	Pension Plan Benefits				43
		Defined Benefit Plan Table			43
		Defined Contribution Plans Table			44
	Termination and Change of Control Provisions				45

NORBORD MANAGEMENT PROXY CIRCULAR 5

SECTION V – DIRECTOR COMPENSATION				46
	Non-employee Director Compensation			46
		Non-employee Director Fees		46
		Deferred Share Unit Plan for Non-employee Directors		46
		Non-employee Director Compensation Table		47
		Non-employee Director Option-based and Share-based Awards		48
		Non-employee Director Incentive Plan Awards – Value Vested or Earned during the Year		48
		Non-employee Director Share Ownership		49
			Acquisition Cost	49
			Market Value	50
		Indebtedness of Directors and Executive Officers		50
SECTION VI – CORPORATE GOVERNANCE				51
	Corporate Governance Practices			51
	Role of Board of Directors			51
	Role of Chair			52
	Role of Vice Chair			52
	Meetings of the Board			52
	Composition and Size of the Board			52
		Independent Directors – Four of Eight		52
		Non-independent Directors – Four of Eight		53
		Majority Voting		53
		Change in Personal Circumstances		53
	Committees of the Board			53
	Lead Director			54
	Role of Committee Chair			54
	Audit Committee			54
	Corporate Governance and Nominating Committee			55
	Environmental, Health and Safety Committee			55
	Human Resources Committee			55
	Board, Committee and Director Evaluation			56
	Norbord Management			56
	Role of President and CEO			57
	Board Information			57
	Orientation and Continuing Education			57
	Board Renewal			58
		Director Recruitment		58
		Director Tenure		58
		Representation of Women		58
		Board Diversity Policy		59
			Measurable Objectives	59
			Monitoring and Reporting	59
	Management Remuneration			59
	Communications Policy			59
	Code of Business Conduct			60
	Anti-hedging and Anti-monetization Policy			60
	Directors’ Approval			60
Appendix A – Board of Directors – Terms of Reference				61

NORBORD MANAGEMENT PROXY CIRCULAR 6

Section I – General Information

This Management Proxy Circular (the Circular) is supplied in connection with the solicitation of proxies by the management of Norbord Inc. (the Corporation or Norbord) for use at its annual meeting of shareholders to be held at The Albany Club, 91 King Street East, Toronto, Ontario M5C 1G3, on Tuesday, May 12, 2015, at 10:00 a.m. (local time) for the purposes outlined in this Circular under Section III – Business of the Meeting.

Date of Information

The information contained in this Circular is current as at April 6, 2015, unless otherwise stated.

Currency

All dollar amounts in this Circular are in Canadian dollars, unless otherwise specified.

Common Shares Outstanding

The number of Common Shares outstanding as at April 6, 2015 was 85,321,915. These Common Shares trade under the symbol NBD on the Toronto Stock Exchange (TSX).

Voting Shares and Principal Shareholders

Each registered holder of Common Shares on April 14, 2015 (the Record Date) will be entitled, either in person or by proxy, to one vote for each Common Share held on all matters to come before the meeting or any adjournment thereof.

To the knowledge of the Directors and officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of all Common Shares, except Brookfield Asset Management Inc. (Brookfield). As at April 6, 2015, Brookfield, its affiliates and funds managed by it, collectively owned 45,392,240 Common Shares, representing approximately 53% of the Corporation’s outstanding Common Shares.

Brookfield is a public company with shares listed on the TSX, the New York Stock Exchange (NYSE) and NYSE Euronext. Brookfield’s major shareholders are Partners Limited (Partners) and Partners’ 48%-owned affiliate, Partners Value Fund Inc., which, together with the shareholders of Partners, collectively own, directly or indirectly, exercise control or direction over, have contractual arrangements, such as options, to acquire, or otherwise hold beneficial or economic interests in approximately 130.5 million Class A Limited Voting Shares of Brookfield, representing approximately 20% of the Class A Limited Voting Shares on a fully diluted basis, and 85,120 Class B Limited Voting Shares of Brookfield, representing all of the Class B Limited Voting Shares. Mr. Cockwell, a Director of the Corporation, is a shareholder of Partners.

NORBORD MANAGEMENT PROXY CIRCULAR 7

Reporting Concerns

Concerns relating to non-compliance with the Corporation’s Code of Business Conduct or its accounting practices, internal accounting controls or auditing matters may be directed in confidence to the Chair of Norbord’s Audit Committee as follows:

1.	By the Internet
	http://www.clearviewconnects.com
2.	By telephone
	North American Hotline	European Hotline
	1-866-608-7287	00 800 9643 9643
3.	By mail
	ClearView Connects™, P.O. Box 11017, Toronto, Ontario M1E 1N0

Shareholder Proposals

The date for submission of shareholder proposals to be included in the Management Proxy Circular for the Corporation’s 2016 annual meeting of shareholders is January 2, 2016. Proposals must be received at the Corporation’s head office, at the address below, no later than such date.

Annual Report

Registered shareholders were sent a copy of Norbord’s 2014 Annual Report on March 6, 2015, unless a registered shareholder elected not to receive Norbord’s Annual Consolidated Financial Statements and Management’s Discussion and Analysis (MD&A). Only those non-registered shareholders who completed and returned last year’s card specifically requesting a copy of Norbord’s Annual Report were sent a 2014 Annual Report. Copies of Norbord’s Annual Report may be obtained by accessing Norbord’s public filings on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, or on Norbord’s website at www.norbord.com under “Investors” and “Financial Reports.”

Additional Information

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com. Shareholders may contact the Corporation by mail at 1 Toronto Street, Suite 600, Toronto, Ontario M5C 2W4; telephone (416-365-0705); fax (416-777-4419); or e-mail (info@norbord.com) to request copies of the Corporation’s Annual Consolidated Financial Statements and MD&A.

Financial information for the Corporation’s most recently completed financial year is provided in its Annual Consolidated Financial Statements and MD&A, which are filed on SEDAR at www.sedar.com.

NORBORD MANAGEMENT PROXY CIRCULAR 8

Section II – Voting Instructions

Solicitation of Proxies

The management of the Corporation is soliciting your proxy. Solicitation is being made primarily by regular mail, but may be supplemented by telephone and the Internet, and in person by employees of the Corporation. The costs of the solicitation will be paid by the Corporation.

Appointment of Proxyholders

The persons named in the enclosed form of proxy are management representatives and Directors and/or officers of the Corporation. Each shareholder may, by properly marking, executing and depositing the enclosed form of proxy, appoint as proxyholder either the persons whose names are printed on the enclosed form of proxy or any other person, who need not be a shareholder, by inserting the name of the person in the space provided. The proxyholder may attend and act for the shareholder at the meeting and any adjournment thereof.

Execution and Deposit of Proxy

If a shareholder is an individual, the form of proxy must be executed by the shareholder or a duly authorized attorney of the shareholder. If a shareholder is a corporation, the form of proxy must be executed in the presence of a duly authorized attorney or officer of the corporation. Where a form of proxy is executed by an attorney or officer of a corporation, the authorizing documents (or notarized copies thereof) should accompany the form of proxy.

Executed forms of proxy must be deposited not less than 24 hours before the time of the meeting, or in the case of any postponement or adjournment of the meeting, not less than 24 hours before commencement, according to the instructions located on page 9 of this Circular.

Voting of Shares Represented by Management Proxy

Common Shares represented by properly executed proxies in favour of the individuals whose names are printed thereon will be voted, or withheld from voting, in accordance with the choice specified in the proxy on any ballot that may be called for, but if no choice is specified, such Common Shares will be voted as follows:

1. For the election as Directors of the Corporation of the individuals listed commencing on page 12 of this Circular; and

2. For the appointment of KPMG LLP as auditors of the Corporation, and the authority of the Directors to fix their remuneration.

NORBORD MANAGEMENT PROXY CIRCULAR 9

The person appointed as proxy has discretionary authority to vote on amendments or variations to the matters being voted on, as identified in the Notice of Annual Meeting of Shareholders, and any other matters that may properly come before the meeting. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the meeting.

Registered Shareholders

Registered shareholders can attend and vote in person at the meeting by registering with CST Trust Company on the day of the meeting. Registered holders can also vote by proxy up to 24 hours prior to the time of the meeting, as follows:

1. By telephone

Call 1-888-489-5760 from a touch-tone phone and follow the instructions (only available to residents of Canada or the US). Use the control number located on the enclosed proxy form. The proxy form does not need to be returned. Please note that, when voting by telephone, shareholders may not appoint a person as a proxyholder other than the management nominees named in the enclosed proxy form.

2. By the Internet

Go to www.cstvotemyproxy.com and follow the on-screen instructions. Use the control number located on the enclosed proxy form. The proxy form does not need to be returned.

3. By mail or fax

Complete, date and sign the enclosed proxy form and return it by mail in the envelope provided, or in one addressed to CST Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, or by facsimile to 416-368-2502, or toll free to 1-866-781-3111.

4. By e-mail

Complete, date and sign the enclosed proxy form and send a scanned copy by e-mail to proxy@canstockta.com.

Non-registered Shareholders

Non-registered (or beneficial) shareholders hold their shares through a bank, trust company, securities broker or other intermediary. In accordance with the requirements of National Instrument 54-101, the Corporation has distributed copies of the accompanying Notice of Annual Meeting of Shareholders, this Management Proxy Circular, the enclosed proxy form and, if specifically requested, the Corporation’s 2014 Annual Report (which includes the Corporation’s Annual Consolidated Financial Statements and MD&A for the fiscal year ended December 31, 2014) (collectively, the Meeting Materials) to the intermediaries for onward distribution to non-registered shareholders.

In most cases, a non-registered shareholder will receive, as part of the Meeting Materials, a voting instruction form requesting voting instructions. If the non-registered shareholder wishes to attend and vote at the meeting in person (or have another person attend and vote on his or her behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. Voting instruction forms include instructions on how to vote by telephone, fax or mail, or by the Internet.

NORBORD MANAGEMENT PROXY CIRCULAR 10

Less frequently, a non-registered shareholder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the intermediary (typically a facsimile, stamped signature) that is restricted as to the number of shares beneficially owned by the non-registered shareholder but is otherwise incomplete. If the non-registered shareholder wishes to attend and vote at the meeting in person (or have another person attend and vote on his or her behalf), the non-registered shareholder must complete the form of proxy and deposit it as set out in “Execution and Deposit of Proxy” on page 8 of this Circular.

If a non-registered shareholder who has received a form of proxy wishes to attend and vote at the meeting in person (or have another person attend and vote on his or her behalf), the non-registered shareholder must strike out the names of the persons in the proxy and insert the non-registered shareholder’s (or other such person’s) name in the blank space provided. In the case of a voting instruction form, the non-registered shareholder should follow the directions in the form as to returning the form and meeting attendance.

Non-registered shareholders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

Right of Revocation

A shareholder who has given a proxy has the power to revoke it in regards to any matter on which a vote has not already been cast pursuant to the authority conferred by the proxy and may do so:

1. By voting again in any manner (telephone, Internet, mail, fax or e-mail);

2. By depositing an instrument in writing revoking the proxy executed by the shareholder or by the shareholder’s attorney, authorized in writing to CST Trust Company; or to the registered office of Norbord Inc., 1 Toronto Street, Suite 600, Toronto, Ontario M5C 2W4 not less than 24 hours before the time of the meeting, or with the Chair of the meeting on the day of the meeting; or any adjournment thereof; or

3. By any other manner permitted by law.

Non-registered shareholders wishing to revoke a voting instruction form or a waiver of the right to receive Meeting Materials that was given to an intermediary, and to vote, should follow the instructions for revocation provided by such intermediary.

NORBORD MANAGEMENT PROXY CIRCULAR 11

Section III – Business of the Meeting

1. Annual Report and Financial Statements

Registered shareholders and those non-registered shareholders who completed and returned last year’s card specifically requesting a copy were mailed a copy of the Annual Report.

The consolidated financial results of the Corporation for the year ended December 31, 2014 and the auditor’s report on those statements will be presented at the meeting and shareholders will be given the opportunity to discuss these results with management.

2. Election of Directors

The articles of the Corporation provide that the Board of Directors (the Board) will consist of a minimum number of eight and a maximum number of 20 Directors. The Board has fixed the number of Directors to be elected at the annual meeting of shareholders at eight. The nominees will be voted on individually and the voting results for each nominee will be publicly disclosed. The individuals named in the enclosed form of proxy intend, unless otherwise directed, to vote FOR the election of a Board of Directors composed of the eight nominees listed below to serve until the next annual meeting of shareholders of the Corporation or until their successors are duly elected or appointed, unless any specified nominee is not available to act as a Director of the Corporation, in which event a substitute may be nominated.

The eight nominees proposed for election as Directors are:

Jack L. Cockwell	Paul A. Houston
Pierre Dupuis	J. Barrie Shineton
Paul E. Gagné	Denis A. Turcotte
J. Peter Gordon	Peter C. Wijnbergen

The Board and management of the Corporation recommend that shareholders vote FOR these nominees. The persons named in the enclosed form of proxy intend to vote FOR the election of each of these nominees unless the shareholder specifies that authority to do so is withheld.

NORBORD MANAGEMENT PROXY CIRCULAR 12

Director Nominees

The Board of Directors has determined that eight Directors are to be nominated for election this year. All eight nominees currently serve on the Board. Messrs. Gagné, Gordon and Houston became Directors of the Corporation following completion of the merger of the Corporation and Ainsworth Lumber Co. Ltd. (Ainsworth) effective March 31, 2015. Messrs. Cockwell, Dupuis, Shineton, Turcotte and Wijnbergen were re-elected at the May 2, 2014 annual meeting of shareholders.

Further information on non-employee Directors relating to their compensation and share ownership begins on page 46.

JACK L. COCKWELL Age: 74 Oakville, Ontario Canada Director since 1987 Non-independent Skills and experience: •   Board Governance •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Strategic Thinking/Managing or Leading Growth •   Management Development/ Human Resources •   Chief Executive Officer	Mr. Cockwell is Group Chair of Brookfield, a global asset manager. Mr. Cockwell was President and Chief Executive Officer of Brookfield from 1991 to 2002.
	Norbord Board and Committees	Meeting Attendance
	Board of Directors – Regular	3 of 4
	Board of Directors – Special	2 of 2
	Environmental, Health and Safety	2 of 3
	Human Resources	3 of 3
	Public Company Directorships in the Past Five Years
	•       Teck Resources Limited (2009 to present) •       Brookfield Asset Management Inc. (1979 to present) •       Brookfield Office Properties Inc. (1999 to 2014)
	Non-Public Company Affiliations
	•       Director of Waterfront Toronto Corporation •       Member of the Board of Governors of Ryerson University •       Heritage Governor of the Royal Ontario Museum
	Norbord Securities Held

Fiscal Year	Common Shares		DSUs		Total Common Shares and DSUs		Acquisition Cost of Common Shares and DSUs		Meets Share Ownership Guideline(1)
2014		24,128		—		24,128	$	457,035	Yes
2013		24,128		—		24,128	$	457,035
Change		—		—		—		—
Other securities held: Nil 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
37,665,717 – 86.5%	5,876,298 – 13.5%

        ⁽¹⁾ Mr. Cockwell represents the Corporation’s principal shareholder, Brookfield, and as such, his Director fees are paid directly to Brookfield and he is exempt from the share ownership requirement.

NORBORD MANAGEMENT PROXY CIRCULAR 13

PIERRE DUPUIS Age: 70 Sutton, Quebec Canada Director since 1995 Independent Skills and experience: •   Board Governance •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Marketing/Sales •   Regional Knowledge •   Strategic Thinking/Managing or Leading Growth •   Management Development/ Human Resources •   Safety, Health and Environment	Mr. Dupuis is a Corporate Director. From 1999 to 2005, Mr. Dupuis was Vice President and Chief Operating Officer of Dorel Industries Inc., a global consumer products company. Prior to his appointment at Dorel, Mr. Dupuis was President and Chief Operating Officer of Transcontinental Inc., a Canadian printing and publishing company.
	Norbord Board and Committees	Meeting Attendance
	Board of Directors – Regular	4 of 4
	Board of Directors – Special	2 of 2
	Audit (Chair)	4 of 4
	Environmental, Health and Safety	3 of 3
	Human Resources	3 of 3
	Independent (Chair)	20 of 20
	Public Company Directorships in the Past Five Years
	n/a
	Non-Public Company Affiliations
	•       Advisory Board Member of MAAX Bath Inc. (2009 – present)
	Norbord Securities Held

Fiscal Year	Common Shares		DSUs			Total Common Shares and DSUs			Acquisition Cost of Common Shares and DSUs			Meets Share Ownership Guideline
2014		1,096		27,695			28,791		$	513,296		Yes
2013		1,096		24,430			25,526		$	427,152
Change		—		13	%		13	%		20	%
Other securities held: Nil 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
43,390,007 – 99.7%	152,008 – 0.3%

NORBORD MANAGEMENT PROXY CIRCULAR 14

PAUL E. GAGNÉ, CPA, CA Age: 68 Senneville, Quebec Canada Director since March 31, 2015 Independent Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Regional Knowledge •   Strategic Thinking/Managing or Leading Growth •   Community Relations •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Gagné, a retired executive, has extensive experience in the natural resource sector and is a Chartered Accountant. He is currently serving as Chairman of the Board of Wajax Corporation, a leading distributor and service provider of mobile equipment, power systems and industrial components.
	Norbord Board and Committees	Meeting Attendance
	n/a
	Public Company Directorships in the Past Five Years
	•       Wajax Corporation (1996 to present) •       CAE Inc. (2005 to present) •       Textron Inc. (1995 to present) •       Inmet Corporation (1996 to March 2013) •       Fraser Papers Inc. (2004 to February 2011) •       Ainsworth Lumber Co. Ltd. (2001 to March 31, 2015)
	Non-Public Company Affiliations
	•       Asalco Inc. (2002 to present) •       Ste. Anne’s Hospital Foundation (1995 to present)
	Norbord Securities Held

Fiscal Year	Common Shares	DSUs	Total Common Shares and DSUs	Acquisition Cost of Common Shares and DSUs	Meets Share Ownership Guideline(1)
2014	n/a	n/a	n/a	n/a	n/a
2013	n/a	n/a	n/a	n/a
Change	n/a	n/a	n/a	n/a
Other securities held: At April 6, 2015, Mr. Gagné held 630 Common Shares and 11,496 DSUs. 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
n/a	n/a

        ⁽¹⁾ Mr. Gagné meets the Director share ownership threshold based on the acquisition cost of his Ainsworth common shares and DSUs which were exchanged for Norbord Common Shares and DSUs upon completion of the Norbord/Ainsworth merger on March 31, 2015.

NORBORD MANAGEMENT PROXY CIRCULAR 15

J. PETER GORDON Age: 54 Toronto, Ontario Canada Director since March 31, 2015 Non-independent Chair Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Marketing/Sales •   Regional Knowledge •   Strategic Thinking/Managing or Leading Growth •   Community Relations •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Gordon is a Managing Partner of Brookfield, where he is a senior manager with Brookfield Capital Partners. He has over 25 years of industrial experience, principally in the mining and forest products industries, having held a number of senior management positions in the Brookfield portfolio companies, most recently as the President and CEO of Fraser Papers Inc. from 2007 to 2011.
	Norbord Board and Committees	Meeting Attendance
	n/a
	Public Company Directorships in the Past Five Years
	•       Western Forest Products Inc. (2004 to 2006 and 2010 to November 2014) •       Fraser Papers Inc. (2007 to February 2011) •       Ainsworth Lumber Co. Ltd. (2010 to March 31, 2015)
	Non-Public Company Affiliations
	•       Advisory Board Member of MAAX Bath Inc. (2009 to present)
	Norbord Securities Held

Fiscal Year	Common Shares	DSUs	Total Common Shares and DSUs	Acquisition Cost of Common Shares and DSUs	Meets Share Ownership Guideline(1)
2014	n/a	n/a	n/a	n/a	n/a
2013	n/a	n/a	n/a	n/a
Change	n/a	n/a	n/a	n/a
Other securities held: Nil 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
n/a	n/a

        ⁽¹⁾ Mr. Gordon represents the Corporation’s principal shareholder, Brookfield, and as such, his Director fees are paid directly to Brookfield and he is exempt from the share ownership requirement.

NORBORD MANAGEMENT PROXY CIRCULAR 16

PAUL A. HOUSTON Age: 65 Brooklin, Ontario Canada Director since March 31, 2015 Independent Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Marketing/Sales •   Regional Knowledge •   Strategic Thinking/Managing or Leading Growth •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Houston is a retired executive who has served on a number of boards in Canada and the US, most recently with Ainsworth as Lead Director for the last six years. He has over 12 years of CEO experience in a variety of industries, most recently serving as President and Chief Executive Officer of the Alderwoods Group, a $1.2 billion US corporation. He has also operated businesses in Canada, US and Europe.
	Norbord Board and Committees	Meeting Attendance
	n/a
	Public Company Directorships in the Past Five Years
	•       Ainsworth Lumber Co. Ltd. (2008 to March 31, 2015)
	Non-Public Company Affiliations n/a
	Norbord Securities Held

Fiscal Year	Common Shares	DSUs	Total Common Shares and DSUs	Acquisition Cost of Common Shares and DSUs	Meets Share Ownership Guideline(1)
2014	n/a	n/a	n/a	n/a	n/a
2013	n/a	n/a	n/a	n/a
Change	n/a	n/a	n/a	n/a
Other securities held: On April 6, 2015, Mr. Houston held 61,239 Common Shares, 17,759 DSUs and 16,432 options. 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
n/a	n/a

        ⁽¹⁾ Mr. Houston meets the Director share ownership threshold based on the acquisition cost of his Ainsworth common shares and DSUs which were exchanged for Norbord Common Shares and DSUs upon completion of the Norbord/Ainsworth merger on March 31, 2015

NORBORD MANAGEMENT PROXY CIRCULAR 17

J. BARRIE SHINETON, P.Eng. Age: 68 Toronto, Ontario Canada Director since 2004 Non-independent Vice Chair Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Marketing/Sales •   Regional Knowledge (Non-Canadian) •   Strategic Thinking/Managing or Leading Growth •   Community Relations •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Shineton is a Corporate Director. Mr. Shineton was appointed Vice Chair of the Board on January 29, 2014 after serving as President and Chief Executive Officer of the Corporation from 2004 through 2013. In 2013, Mr. Shineton was named #1 CEO of the Year by Financial Post Magazine. He has held various positions with Norbord, including Executive Vice President, Wood Products of Norbord Inc., President, Norbord Industries Inc., and Managing Director, Norbord Limited (UK). Mr. Shineton has more than 30 years of experience in the forest products industry, having held senior marketing, sales and operations positions for companies in North America and Europe.
	Norbord Board and Committees	Meeting Attendance
	Board of Directors – Regular	4 of 4
	Board of Directors – Special	2 of 2
	Mr. Shineton is not a member of any Board committees.
	Public Company Directorships in the Past Five Years
	•       Stella-Jones Inc. (May 2009 to April 2015) •       Western Forest Products Inc. (January 19, 2015 to present)
	Non-Public Company Affiliations
	n/a
	Norbord Securities Held

Fiscal Year	Common Shares		DSUs			Total Common Shares and DSUs			Acquisition Cost of Common Shares and DSUs			Meets Share Ownership Guideline
2014		26,404		28,155			54,559		$	2,774,381		Yes
2013		26,404		25,745			52,149		$	2,701,560
Change		—		9	%		5	%		3	%
Other securities held: At April 6, 2015, Mr. Shineton held 175,000 options and 10,621 RSUs. 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
38,297,998 – 88%	5,244,017 – 12%

NORBORD MANAGEMENT PROXY CIRCULAR 18

DENIS A. TURCOTTE, P.Eng., MBA Age: 53 Sault Ste. Marie, Ontario Canada Director since 2012 Independent Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Mergers, Acquisitions, Divestitures •   Business Management •   Regional Knowledge (Non-Canadian) •   Strategic Thinking/Managing or Leading Growth •   Community Relations •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Turcotte is President and Chief Executive Officer of North Channel Management and North Channel Capital Partners, both consulting, private investment and management companies. Mr. Turcotte was President and Chief Executive Officer and a Director of Algoma Steel Inc., an integrated flat products steel company, from 2002 through 2008 and was named CEO of the year by Canadian Business Magazine in 2006. Prior to joining Algoma he was President of the Paper Group and Executive Vice President of Corporate Development and Strategy of Tembec Inc., a forest products company, from 1999 to 2002.
	Norbord Board and Committees	Meeting Attendance
	Board of Directors – Regular	4 of 4
	Board of Directors – Special	2 of 2
	Audit	4 of 4
	Environmental, Health and Safety	3 of 3
	Human Resources	3 of 3
	Public Company Directorships in the Past Five Years
	•       Coalspur Mines Ltd. (December 2011 to present) •       Domtar Corporation (March 2007 to present) •       Advisory Board Member of Brookfield Office Properties Inc. (2014 to present)
	Non-Public Company Affiliations
	•       Advisory Board Member of Brookfield Capital Partners Fund (2009 to present)
	Norbord Securities Held

Fiscal Year	Common Shares		DSUs			Total Common Shares and DSUs			Acquisition Cost of Common Shares and DSUs			Meets Share Ownership Guideline(1)
2014		—		3,381			3,381		$	86,968		Pending
2013		—		2,058			2,058		$	53,381
Change		—		64	%		64	%		63	%
Other securities held: Nil 2014 Annual Meeting Results

Votes in Favour	Votes Withheld
43,129,099 – 99%	412,916 – 1%

        ⁽¹⁾ Mr. Turcotte has until April 27, 2017 to meet the Director share ownership threshold.

NORBORD MANAGEMENT PROXY CIRCULAR 19

PETER C. WIJNBERGEN Age: 52 Toronto, Ontario Canada Director since 2014 Non-independent Skills and experience: •   Board Governance •   Industry Knowledge/Experience •   Financial Literacy •   Analytical Decision-Making •   Capital Allocation •   Risks Assessment •   Business Management •   Marketing/Sales •   Strategic Thinking/Managing or Leading Growth •   Management Development/ Human Resources •   Chief Executive Officer •   Safety, Health and Environment	Mr. Wijnbergen was appointed President and Chief Executive Officer of the Corporation on January 1, 2014. He served as Senior Vice President and Chief Operating Officer from September 2010 to December 2013 and prior thereto held senior leadership positions in operations, strategic planning and sales, marketing and logistics.
	Norbord Board and Committees	Meeting Attendance
	Board of Directors – Regular	4 of 4
	Board of Directors – Special	2 of 2
	Mr. Wijnbergen is not a member of any Board committee.
	Public Company Directorships in the Past Five Years
	n/a
	Non-Public Company Affiliations
	n/a
	Norbord Securities Held

Fiscal Year	Common Shares			DSUs			Total Common Shares and DSUs			Acquisition Cost of Common Shares and DSUs			Meets Share Ownership Guideline
2014		23,832			2,742			26,574		$	852,942		Yes
2013		20,517			2,507			23,024		$	715,934
Change		16	%		9	%		15	%		19	%
Other securities held: At April 6, 2015, Mr. Wijnbergen held 361,910 options.
2014 Annual Meeting Results

Votes in Favour	Votes Withheld
36,681,305 – 88.8%	4,860,710 – 11.2%

NORBORD MANAGEMENT PROXY CIRCULAR 20

Interlocking Directorships

As of the date of this Circular, there are no interlocking directorships among Norbord’s Director nominees.

Board Committees

There are four standing committees with specific mandates to assist the Board in carrying out its responsibilities. They are the Audit Committee; the Corporate Governance and Nominating Committee; the Environmental, Health and Safety Committee; and the Human Resources Committee. In addition, from time to time, the Board may establish special committees. The members of the standing committees are:

Audit Committee	Corporate Governance and Nominating Committee	Environmental, Health and Safety Committee	Human Resources Committee
Pierre Dupuis (Chair)	Pierre Dupuis	Jack Cockwell	Jack Cockwell (Chair)
Paul E. Gagné	J. Peter Gordon	Pierre Dupuis	Pierre Dupuis
Paul A. Houston	Paul A. Houston (Chair)	Paul E. Gagné	Paul E. Gagné
Denis Turcotte		J. Peter Gordon	J. Peter Gordon
		Paul A. Houston	Paul A. Houston
		Denis Turcotte (Chair)	Denis Turcotte

In 2014, a Committee of the Board of Directors, consisting of Ms. D. Cohen, Messrs. P. Dupuis (Chair), N. Kirchmann and J. Wallace, was formed to consider the merger of the Corporation and Ainsworth Lumber Co. Ltd. The Committee met 20 times in 2014.

NORBORD MANAGEMENT PROXY CIRCULAR 21

Areas of Expertise

Norbord strives to ensure that the Board comprises Directors who possess a broad mix of skills to support the Corporation’s governance and provide strategic advice to management. The table below lists the key skills and experience the Director nominees bring to the Board. The skills matrix is included in an annual survey completed by members of the Board. The results of the survey are reviewed by the Corporate Governance and Nominating Committee to identify additional areas of expertise that they possess.

Skill	J. Cockwell	P. Dupuis	P. E. Gagné	J. P. Gordon	P. A. Houston	J. B. Shineton	D. A. Turcotte	P. C. Wijnbergen
Board Governance	ü+	ü+	ü+	ü	ü	ü	ü+	ü
Industry Knowledge/Experience			ü+	ü	ü	ü	ü	ü
Financial Literacy	ü+	ü+	ü+	ü	ü	ü	ü	ü
Analytical Decision-Making	ü	ü	ü	ü	ü	ü	ü	ü
Capital Allocation	ü	ü	ü	ü	ü	ü	ü	ü
Risks Assessment	ü	ü	ü	ü	ü	ü	ü	ü
Mergers, Acquisitions, Divestitures	ü	ü	ü	ü	ü	ü	ü+
Business Management	ü+	ü+	ü+	ü	ü+	ü+	ü+	ü
Marketing/Sales		ü+		ü	ü	ü+		ü+
Regional Knowledge (Non-Canadian)		US Europe China	US Europe Japan	US Europe China	US Europe Japan	US Europe Japan	US
Strategic Thinking/Managing/ Leading Growth	ü	ü+	ü	ü	ü	ü	ü+	ü
Community Relations			ü	ü		ü	ü
Management Development/Human Resources	ü	ü+	ü	ü	ü+	ü	ü	ü
Chief Executive Officer	ü		ü	ü	ü	ü	ü	ü
Safety, Health and Environment		ü	ü	ü	ü	ü	ü	ü

ü = Strong knowledge

ü+ = Expert knowledge

NORBORD MANAGEMENT PROXY CIRCULAR 22

Number of Board and Committee Meetings Held

The following is a list of the meetings of the Board and its committees held in 2014. The Director attendance records are included in the Director nominee table beginning on page 12.

Meeting	Number of Meetings
Board of Directors – Regular	4
Board of Directors – Special	2
Audit Committee	4
Corporate Governance and Nominating Committee	2
Environmental, Health and Safety Committee	3
Human Resources Committee	3
Independent Committee	20

Non-employee Director Compensation

A detailed discussion of Director compensation can be found on page 46 of this Circular.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

The following Directors served as directors of Fraser Papers Inc. (Fraser).

Name	Period Served
J. Cockwell	2004 to April 2009
P. E. Gagné	2004 to February 2011
J. P. Gordon	2007 to February 2011

In June 2009, Fraser initiated a court-supervised restructuring under the Companies’ Creditors Arrangement Act and also filed for protection pursuant to Chapter 15 of the US Bankruptcy Code. As part of its restructuring, Fraser sold all of its operating assets and distributed the proceeds from the sale. Fraser’s common shares were suspended from trading on the Toronto Stock Exchange on June 23, 2009 and delisted on July 22, 2009. On March 10, 2011, the Ontario Securities Commission issued a cease trade order against Fraser, and on June 23, 2011, Fraser was dissolved.

Mr. Gagné resigned as a director of Gemofor Inc., a manufacturer of sawmill equipment, in November 2006. Within a year of his resignation, Gemofor Inc. filed for bankruptcy.

Mr. Houston was a director of CFM Corporation (CFM), which was subject to a Management Cease Trade Order issued by the Ontario Securities Commission on March 1, 2005 as a result of CFM’s failure to file its interim financial statements for the three-month period ended January 1, 2005. CFM subsequently amalgamated with a subsidiary of the Ontario Teachers’ Pension Plan Board on April 12, 2005. The Management Cease Trade Order is no longer in effect.

Corporate Governance

Additional information on Board governance matters can be found on page 51 under Corporate Governance and in the Board’s Terms of Reference, located on page 61 of this Circular.

NORBORD MANAGEMENT PROXY CIRCULAR 23

3. Appointment of Auditors

KPMG LLP has been the Corporation’s auditors since February 28, 2007.

Auditor Independence

The Audit Committee has received representations from KPMG LLP regarding their independence, and has considered the matters described below in arriving at its determination that KPMG LLP is independent of the Corporation.

2014 Audit and Recommendation

The Audit Committee has reviewed and discussed the Corporation’s 2014 Annual Consolidated Financial Statements with the management of Norbord, which has primary responsibility for their preparation. KPMG LLP is responsible for expressing an opinion on the Corporation’s Annual Consolidated Financial Statements. The Audit Committee has reviewed with KPMG LLP the matters that are required to be discussed, including financial statement disclosures, the quality of the Corporation’s financial reporting, and significant accounting policies.

Based on the reviews, considerations and discussions outlined above, the Audit Committee recommended to the Board, and the Board approved, the 2014 Annual Consolidated Financial Statements of the Corporation, and authorized their inclusion in the Corporation’s Annual Report for the fiscal year ended December 31, 2014.

Principal Accounting Firm Fees

Audit services were provided by KPMG LLP in 2014 and 2013. It is the Corporation’s policy not to engage its auditors to provide services in connection with financial information systems design and implementation, or other services that may impair the objectivity of the auditors. The Corporation has implemented a procedure to ensure that any engagement of the auditors for non-audit services receives prior clearance by the Audit Committee. In approving any such engagement, the Audit Committee will consider whether or not the provision of such non-audit services is compatible with maintaining auditor independence.

The table below summarizes the fees paid to KPMG LLP in 2014 and 2013:

Service (US $ millions)	2014		2013
Audit	$	0.7	$	0.7
Audit-related		0.1		0.2
Tax		0.1		0.2
Other		—		—
Total	$	0.9	$	1.1

Description of Services

Audit services include the annual financial statement audit of the Corporation and certain of its subsidiaries. They also include the review of the Corporation’s unaudited interim financial statements.

Audit-related services include audits of the Corporation’s pension plans, special-purpose non-statutory audits of divisions of the Corporation, and comfort letters associated with regulatory filings.

Tax services include tax advisory and compliance services.

Norbord did not engage the Corporation’s auditors to perform other non-audit services.

The Audit Committee recommends that shareholders vote FOR the appointment of KPMG LLP as auditors of the Corporation and authorize the Directors to fix their remuneration. The persons named in the enclosed form of proxy intend to vote FOR this appointment unless the shareholder specifies that authority to do so is withheld.

NORBORD MANAGEMENT PROXY CIRCULAR 24

Section IV – Executive Compensation Discussion and Analysis

Compensation Philosophy

Norbord’s compensation philosophy is to motivate and reward both corporate and individual performance. Performance is defined by Norbord as the ability to generate superior financial results relative to the competition, long-term sustainable value for shareholders, and an environment of teamwork and continuous improvement, and to be transparent in all dealings with the employees and shareholders of the Corporation.

This section outlines in detail the Corporation’s compensation structure and annual review process. It was prepared by management and has been reviewed by Norbord’s Human Resources Committee (HR Committee).

Human Resources Committee

Committee Members

All Board members, except for Messrs. Shineton and Wijnbergen, sit on the HR Committee. All of the HR Committee members have held the role of Chief Executive Officer of an organization with the human resources function reporting to them, and have direct experience that is relevant to their responsibilities in executive compensation. Messrs. Gagné, Gordon and Houston have several years of experience as members of various compensation committees of publicly-traded companies. See page 12 for each member’s biography and expertise. Messrs. Dupuis, Gagné, Houston and Turcotte also sit on the Audit Committee, which monitors risk and risk management. Mr. Turcotte also serves on the human resources committee of Domtar Corporation.

Independence

The members of the HR Committee are independent, with the exception of Messrs. Cockwell and Gordon, who are not considered to be independent under the Canadian securities rules and the rules of the Toronto Stock Exchange due to their affiliation with Brookfield. However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations” – October, 2011, would view these Directors as related and independent of management and who may participate as members of the Corporation’s HR Committee. The participation of these Directors helps to ensure an objective process for determining compensation of the Corporation’s officers and assists the deliberations of this Committee by bringing the views and perspectives of the majority shareholder.

Role of the HR Committee

The role of the HR Committee is to assist the Board in its oversight of the selection, development, evaluation and compensation of senior management of the Corporation. The Committee plays a key role in succession planning and, in particular, monitoring the performance of the President and Chief Executive Officer, recommending compensation for the President and Chief Executive Officer to the Board and approving the compensation of other senior management of the Corporation.

In order to fulfill its mandate, the HR Committee receives an annual report from management summarizing the achievements of senior management, including the President and Chief Executive Officer, relative to the business plan presented to the Board at the beginning of each year.

The President and Chief Executive Officer of the Corporation makes recommendations to the HR Committee with respect to executive compensation policy and the compensation to be paid to senior management of the Corporation, other than himself. He does not participate in the HR Committee meetings when his compensation is being discussed or determined.

The HR Committee met three times in 2014.

NORBORD MANAGEMENT PROXY CIRCULAR 25

Succession Planning

The HR Committee annually evaluates the Corporation’s succession plans to ensure that potential candidates have the required skills and experience to transition to new positions. This process includes potential successors being given assignments and projects to develop and prove their capability; professional leadership coaching to broaden their strategic perspective; and opportunities to interact with Board members in a variety of settings. Attendance at Board dinners also allows candidates to interact with Directors more informally. Each type of venue allows the Board to regularly assess management and potential successors.

The CEO presents succession planning reports for senior management to the HR Committee and Board in camera. These reports include the orderly succession of:

• the CEO;

• the CEO’s direct reports; and

• senior management in other key positions.

Mr. Wijnbergen served as Senior Vice President and Chief Operating Officer from September 2010 to December 2013 as part of his transition to President and CEO, to which he was appointed on January 1, 2014. Mr. Wijnbergen succeeded Mr. Shineton who retired from his role as President and CEO on the same date.

Compensation and Benefit Programs

The HR Committee is also responsible for reviewing the design and general competitiveness of the Corporation’s compensation and benefit programs. In addition, the HR Committee assists the Board in its oversight of the funding, investment management and related administration of all of the defined benefit and defined contribution employee retirement plans of the Corporation and its wholly-owned subsidiaries.

Risk Management

The HR Committee reviews and approves the Corporation’s compensation policies and practices, taking into account any risks associated therewith. As further described below, the components of Norbord’s executive compensation program are market standard and include base salary, bonus, long-term incentives in the form of stock options as well as benefits and pension plans.

The Corporation’s compensation policies and practices include important compensation and governance best practices which mitigates risk.

• AIP awards are linked to a combination of individual performance against annual objectives and corporate financial performance measured by return on capital employed

• AIP awards have caps for the maximum payout

• HR Committee annually reviews and determines performance criteria for AIP awards

• Option awards are guided by pre-established formulae

• A compensation consultant is used to conduct regular compensation reviews

• Interests of NEOs are aligned with those of shareholders through share ownership guidelines

• NEOs are prohibited from hedging their security holdings in the Corporation

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Named Executive Officers

The following five individuals are the Corporation’s Named Executive Officers (NEOs) for the year ended December 31, 2014.

Peter C. Wijnbergen (1987 to present)

President and Chief Executive Officer

Mr. Wijnbergen was appointed President and Chief Executive Officer (CEO) on January 1, 2014. He served as Senior Vice President and Chief Operating Officer from September 2010 to December 2013 and prior thereto held senior leadership positions in operations, strategic planning and sales, marketing and logistics.

Robin E. Lampard (1996 to present)

Senior Vice President and Chief Financial Officer

Ms. Lampard was appointed Senior Vice President (SVP) and Chief Financial Officer (CFO) in February 2008 after being Vice President, Treasurer since 2002. Prior thereto, she held a number of progressively senior finance positions.

Karl R. Morris (1998 to present)

Senior Vice President, Europe

Mr. Morris was appointed Senior Vice President (SVP), European Operations in January 2005 after being Managing Director, European Operations since June 2003. Prior thereto, he was Site Director at Norbord’s South Molton, England mill.

Michael J. Dawson (1990 to present)

Senior Vice President, Sales, Marketing and Logistics

Mr. Dawson is Senior Vice President (SVP), Sales, Marketing and Logistics. Prior to 2008, he held a number of increasingly senior sales positions in both Canada and the United States.

Alan G. McMeekin (1999 to present)

Vice President, Finance and Operations Europe

Mr. McMeekin was appointed Vice President (VP), Finance and Operations Europe in May 2010. Prior thereto, he held senior finance positions in the Corporation’s European operations.

NORBORD MANAGEMENT PROXY CIRCULAR 27

Executive Compensation Programs and Administration

Through its total compensation program, Norbord aims to attract, retain and motivate highly qualified senior managers. Performance incentives that are tied directly to increases in shareholder value are essential components of the program. In this regard, Norbord believes that compensation for senior management should be driven primarily by performance relative to the established plans and strategy of the business, and not by entitlement or seniority. In addition, as an operating company, Norbord expects its employees to achieve the highest level of performance with regards to protecting employee health and safety and the environment.

In the case of the Corporation’s CEO, these objectives are achieved by maintaining base salary below the median market levels in return for an opportunity to participate at a higher level in the growth in value of the Corporation’s Common Shares under the Corporation’s long-term incentive plans.

Base salaries and short-term incentive targets for the other NEOs are maintained near median market levels against industry benchmarks. The NEOs also participate in the Corporation’s long-term incentive plans.

The main components of compensation for the senior management of the Corporation are:

Compensation Advice and Benchmarking

The Corporation engages Towers Watson from time to time to provide advice on senior management compensation arrangements, including base salary adjustments, annual and long-term incentive target levels, changes to the design of compensation programs, and other miscellaneous compensation issues.

In making compensation decisions, Norbord also considers data published by other leading consulting companies and the US Forest Products Industry Compensation Association (FPICA), of which Norbord is a member.

The Human Resources Committee has the authority to retain independent compensation advisors; however, to date, the Committee believes that the current compensation policies meet the objectives of the compensation philosophy described previously.

In December 2014, Norbord engaged Towers Watson to review the compensation competitiveness of Norbord’s NEOs. Due to the limited number of forest industry peers that are of similar size to Norbord, and recognizing that executive talent can be attracted and retained from a broader range of companies, Towers Watson also surveyed a number of capital intensive companies from the energy services, chemicals, industrial manufacturing, metals and mining, and oil and gas industries with 0.5 times to 2 times Norbord’s revenue. A broader group was used for the UK due to an insufficient number of comparable matches, but the compensation data was adjusted to reflect the scope

NORBORD MANAGEMENT PROXY CIRCULAR 28

of the NEO responsibilities. The companies included in the analysis are listed below. In addition to this comparative information, Norbord also reviewed industry-specific data obtained from the FPICA and general manufacturing industry data obtained from surveys published by leading consulting companies.

Canadian Forest Products Companies

Ainsworth Lumber Co. Ltd.	Canfor Corp.	Canfor Pulp Products Inc.
Cascade Inc.	Catalyst Paper Corp.	Domtar Corporation
Interfor Corporation	Mercer International Inc.	Resolute Forest Products Inc.
Tembec Inc.	Western Forest Products Inc.	West Fraser Timber Co. Ltd.
Canadian Comparator Companies
Capital Power Corp.	Gaz Metro	IAMGOLD Corp.
Kruger Inc.	MEG Energy Corp.	New Gold Inc.
Penn West	Precision Drilling Corp.	Trans Alta Corp.
UK Comparator Companies
AMEC PLC	Anglo American PLC	BG Group PLC
BP PLC	Centrica PLC	EDF Energy PLC
E.ON UK PLC	GDF Suez (formerly International Power PLC)	Heathrow Airport Holdings
Mondi PLC	National Grid PLC	NSG Group
Rio Tinto Group	Royal Dutch Shell	RWE
Scottish Power Ltd.	Scottish & Southern Energy PLC

As part of its December 2014 review, Towers Watson provided the 25th, 50th and 75th percentiles of the following compensation elements for each NEO:

• Salary

• Target bonus (% of salary)

• Target total cash (TTC = salary + target bonus)

• Expected value of long-term incentives (LTI) (% of salary)

• Total direct compensation (TDC = TTC + LTI)

In addition, Towers Watson assisted Norbord in developing base salary and bonus target ranges for each of the NEO positions, and a strategy to move NEOs through these ranges based on their experience and sustained level of performance.

NORBORD MANAGEMENT PROXY CIRCULAR 29

Compensation Programs

The individual components of senior management compensation and the Human Resources Committee’s approach to each are discussed in the following pages.

1. Base Salary Pay for role and capability

Base salaries of the Corporation’s senior management are reviewed annually to ensure that they are competitive and reflect the contribution of each individual.

The Corporation believes that base salaries should generally reflect the median level of salaries paid to senior management in similar positions at comparable North American forest products and other manufacturing companies, adjusted for geographic location and size based on sales volumes.

The base salary for the Corporation’s CEO is targeted below the market median so that there is a higher weighting to the long-term incentive plans that are focused on the growth in value of the Corporation’s Common Shares.

The base salaries of other senior management are generally near the market median for their respective roles, with consideration being given to their experience and sustained level of performance.

In January of each year, the CEO and Human Resources Committee review the contribution that each member of senior management has made in delivering key business results. The CEO uses benchmark data and Consumer Price Index forecasts to support salary increases, and considers the Corporation’s affordability when recommending appropriate salary increases to the Human Resources Committee. Typically, the size of the increases for senior management will be within the range of increases adopted for other salaried employees of the Corporation. Larger increases may be recommended for members of senior management who are performing above expectations and/or progressing through their salary ranges.

On January 27, 2015, the Human Resources Committee reviewed market compensation data, including the December 2014 executive compensation data Towers Watson provided to Norbord. Based on the market data and company performance, the Human Resources Committee recommended and the Board approved the increases as reflected in the table below for all NEOs.

Named Executive Officer	Annual Salary at Dec. 31, 2014		Increase			Annual Salary at Apr. 1, 2015
Peter C. Wijnbergen (CEO)	$	400,000		9	%	$	435,000
Robin E. Lampard (CFO)	$	325,000		8	%	$	350,000
Karl R. Morris (SVP)	£	179,000		3	%	£	185,000
Michael J. Dawson (SVP)	$	232,000		16	%	$	270,000
Alan G. McMeekin (VP)	£	139,000		3	%	£	143,000

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2. Bonus Pay for annual performance against agreed-upon objectives

The Corporation has an Annual Incentive Plan (AIP) that provides a cash incentive for senior management based on corporate and individual performance. The AIP complements Norbord’s practice of compensating senior management at the market median by providing an incentive to execute the annual business plan while striving for longer-term strategic goals.

For the AIP, the Corporation has adopted return on capital employed (ROCE) as its measure of Company performance. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. ROCE is calculated as Adjusted EBITDA (earnings determined in accordance with IFRS before financial costs, income taxes, depreciation and other unusual or non-recurring items) divided by average Capital Employed during the fiscal year under consideration. ROCE, Adjusted EBITDA and Capital Employed are non-IFRS financial measures and are further defined and discussed in the Corporation’s Management’s Discussion and Analysis dated January 27, 2015. As Norbord operates in a cyclical commodity business, it monitors ROCE over the business cycle as a useful means of comparing the businesses in terms of efficiency of management. The Individual Performance Factor for each plan member is determined by measuring actual performance against previously agreed-upon objectives that contribute to the delivery of the business plan.

The formula for calculating this annual incentive bonus amount for each NEO (excluding the VP, Finance and Operations Europe) is as follows:

Base Salary × Target Award × ( ²⁄₃ Company Performance Factor +  ¹⁄₃ Individual Performance Factor)

The VP, Finance and Operations Europe, given his role and focus in Europe, has the following formula based on ROCE for the European operations only:

Base Salary × Target Award × ( ¹⁄₂ Company Performance Factor +  ¹⁄₂ Individual Performance Factor)

Where:

1. Base salary equals annual base compensation.

2. Target awards are expressed as a percentage of base salary. These targets have been established for each individual at approximately the median level of the annual incentive compensation plans administered by other North American forest products and manufacturing companies. The 2014 target for Mr. Wijnbergen as President and CEO was 50% of base salary. For the SVP and CFO, and the SVP, European Operations, the target is 35% of base salary. At the January 27, 2015 meeting, the Board approved an increase in the CFO’s target to 40% of base salary for 2015. For the SVP, Sales, Marketing and Logistics, and VP, Finance and Operations Europe, the target is 30% of base salary. Towers Watson’s 2014 evaluation confirmed that these targets are competitive at the median level with roles in comparable organizations.

3. The AIP for all of senior management, including the President and CEO, is based on two performance factors:

(a) Corporate performance based on ROCE where the target ROCE, over the business cycle, is 21% and has a corresponding Company Performance Factor of 1.0. The maximum Company Performance Factor of 3.0 coincides with a ROCE of 30%. There is no Company Performance Factor and no payout, unless otherwise determined by the Board, if the ROCE is 4% or less and/or earnings are negative.

(b) Individual performance measured against established objectives and including contribution to overall results. Individual performance is measured against a scale of zero to 2.0, where a factor of 1.0 denotes that all key objectives have been met. There is no payout on this Individual Performance Factor alone if the ROCE is 4% or less and/or earnings are negative, unless otherwise determined by the Board. (See page 37 for 2014 accomplishments and performance.)

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ROCE targets and corporate objectives are reviewed by the Human Resources Committee at the beginning of each year. The President and CEO reviews with the Committee the individual performance of senior management and makes recommendations for the approval of incentive awards where warranted.

For fiscal 2014, the Corporation generated earnings of US $26 million and a ROCE of 10% and bonuses were paid out as follows. NEO bonuses were based on the Corporation’s ROCE, except for Mr. McMeekin, whose bonus was based on ROCE for the European operations.

Named Executive Officer	2014 AIP Target as % of Base Salary			2014 Bonus
Peter C. Wijnbergen (CEO)		50	%	$	160,000
Robin E. Lampard (CFO)		35	%	$	76,000
Karl R. Morris (SVP)		35	%	£	40,000
Michael J. Dawson (SVP)		30	%	$	46,400
Alan G. McMeekin (VP)		30	%	£	70,473

3. Long-term Incentives Pay for future performance and retention

The Corporation’s long-term incentive plans for its senior management are as follows.

Stock Option Plan

The Human Resources Committee believes that granting options is an effective way to:

1. Recognize key employees for their contributions towards achieving corporate performance objectives;

2. Ensure that senior management is committed to the longer-term interests of the Corporation and its shareholders; and

3. Attract, retain and motivate employees to achieve corporate success.

The Corporation has had a stock option plan (SOP) since 1991.

The SOP is designed to focus executive attention on the long-term interests of the Corporation and growth in shareholder value. Officers and other employees of the Corporation and its affiliates are eligible to participate in the SOP. Currently, 10 senior executives of the Corporation hold options granted under the SOP. As of December 31, 2014, 1,597,662 Common Shares were issuable under options granted. The table “Securities Authorized for Issuance under Equity Compensation Plans for the Financial Year Ended December 31, 2014,” located on page 42, provides further details.

The number of Common Shares (i) issuable to insiders of the Corporation at any time and (ii) issued to insiders within any one-year period, under the SOP and any other security-based compensation arrangement, cannot exceed 10% of the Corporation’s outstanding Common Shares.

To determine the size of grants, the Human Resources Committee takes into consideration data provided by external consultants on competitive market practices within the Canadian forest products industry and a wider grouping of industrial companies. As a guideline, the size of grants is established as a multiple of base salary divided by the share price at the time of grant. The multiple used in this guideline is three times base salary for the CEO and two times base salary for the four other NEOs. The Human Resources Committee may increase or decrease the size of the option grant based on its view of the relative contributions of plan participants towards meeting corporate objectives.

The exercise price of an option is the closing price of the Corporation’s Common Shares on the TSX on the date of grant, provided that, if such grant is approved during a black-out period, the effective date of the grant will be the first trading day immediately following the expiration of the black-out period and the exercise price will be the closing price of the Corporation’s Common Shares on the TSX on such date.

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Under the terms of the SOP, an option may be exercised for up to 10 years, subject to vesting at the annual rate of 20% per year beginning on the first anniversary of the date of grant. Unless otherwise determined by the Board, an option will expire immediately in the event of resignation or termination of employment with cause, within 90 days of termination of employment without cause, within six months of the death of an optionholder and in accordance with its terms on retirement. If the date on which an option expires occurs during or within 10 days after the last day of a black-out period, the expiry date of the option will be the last day of such 10-day period.

Options may be transferred to the permitted assigns of an optionholder as defined in National Instrument 45-106 (i.e., the spouse of the optionholder; an entity controlled by the optionholder or spouse; a registered retirement savings plan or registered retirement income fund of the optionholder or spouse; or a trustee, custodian or administrator acting on behalf of, or for, the benefit of the optionholder or spouse).

On January 30, 2013, the Board approved a UK Option Sub-Plan to the SOP which provides for options up to £30,000 in value (based on grant price) to receive capital gains tax treatment for each UK option recipient. The UK Option Sub-Plan provides for the issuance of options under the more restricted terms required by HM Revenue and Customs (UK) to qualify the options for such treatment.

At April 6, 2015, the total number of options outstanding under the SOP was 2,109,672 and the total number of Common Shares reserved for issuance under the SOP was 3,082,707, representing 2.5% and 3.6%, respectively, of the Corporation’s Common Shares outstanding at that date.

Stock Option Plan Amendment Process

Shareholder approval is required in respect of any amendment to the SOP that would:

1. Increase the maximum number of Common Shares issuable under the SOP (other than on a corporate reorganization);

2. Reduce the exercise price of options to less than the market price of Common Shares on the date of the option grant;

3. Reduce the exercise price of options for the benefit of an insider of the Corporation;

4. Extend the expiry date of options for the benefit of an insider of the Corporation;

5. Increase the maximum number of Common Shares issuable to insiders of the Corporation under the SOP; or

6. Amend any of the limitations set out in 1 to 5 above.

Except as provided in the preceding list, the Board may amend the SOP as it considers necessary or desirable for the purposes of the Corporation.

With the exception of the foregoing changes, the Board has the discretion to make amendments, which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation:

1. Minor changes of a “housekeeping” nature;

2. Amending options under the plan, including with respect to the option period (provided that the period during which an option is exercisable does not exceed 10 years from the date on which the option is granted and that such option is not held by an insider), vesting period, exercise method and frequency, subscription price (provided that such option is not held by an insider) and method of determining the subscription price, assignability, and effect of termination of a participant’s employment or cessation of the participant’s directorship;

3. Changing the class of participants who are eligible to participate under the plan;

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4. Advancing the date on which any option may be exercised, or extending the expiration date of any option, provided that the period during which an option is exercisable does not exceed 10 years from the date on which the option is granted;

5. Changing the terms and conditions of any financial assistance that may be provided by the Corporation to participants to facilitate the purchase of Common Shares under the plan; and

6. Adding a cashless exercise feature, payable in cash or securities, whether or not it provides for a full deduction of the number of underlying shares from the plan reserve.

Stock Option Plan Grants

On January 27, 2015, the Board approved the grant of options to purchase an aggregate of 220,000 Common Shares to five NEOs and five other members of senior management of the Corporation at $28.28 per share, being the closing price of the Corporation’s Common Shares on the TSX on January 30, 2015, which is the first trading day following the expiry of the black-out period. Of this aggregate amount, 150,000 options were granted to NEOs as follows:

Named Executive Officer	Number of Options Granted January 30, 2015		Grant Price		Expiry Date
Peter C. Wijnbergen (CEO)		50,000	$	28.28	January 30, 2025
Robin E. Lampard (CFO)		25,000	$	28.28	January 30, 2025
Karl R. Morris (SVP)		25,000	$	28.28	January 30, 2025
Michael J. Dawson (SVP)		25,000	$	28.28	January 30, 2025
Alan G. McMeekin (VP)		25,000	$	28.28	January 30, 2025

The total number of options granted in 2015 represents 0.3% of the Corporation’s outstanding Common Shares as at April 6, 2015.

Restricted Stock Unit Plan

The Corporation has a Restricted Stock Unit (RSU) Plan to provide designated senior employees of the Corporation, or its subsidiaries, with compensation opportunities that are consistent with shareholder interests. Units credited under this plan vest over three years; i.e., one-third on each of the first, second and third anniversary dates of the award. Holders are credited with additional units as and when dividends are paid on the Corporation’s Common Shares. The value of vested units is determined by multiplying the number of vested units by the closing price of the Corporation’s Common Shares traded on the TSX on the trading day such units vested. Such amount is paid in cash within 30 days of the vesting date. No RSUs were granted to NEOs in respect of 2014.

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Management Deferred Common Share Unit Plan

The Corporation has a Deferred Common Share Unit (DSU) Plan that is designed to focus executive attention on the long-term interests of the Corporation and growth in shareholder value. Through this plan, participants can defer receipt of all or part of their AIP bonus in the form of DSUs and improve their ability to meet the Corporation’s share ownership guidelines (see page 36). A DSU is a unit, equivalent in value to a Common Share, credited by means of a bookkeeping entry in the books of the Corporation. Following the participant’s termination of employment with the Corporation, the participant will be paid in cash the market value of the Common Shares represented by the DSUs.

Participants can elect to take all or part of their AIP bonus in DSUs, issued based on the closing price of the Corporation’s Common Shares on the TSX on the award date, provided that if such date is during a black-out period, the closing price will be as of the first trading day immediately following the expiration of the black-out period.

A Canadian participant may elect to defer all or part of his or her AIP bonus to DSUs in the fiscal year immediately preceding the fiscal year in which such AIP amounts are payable. Once the election is made, it is irrevocable. The plan also allows the Board to grant a discretionary DSU award to senior management without the requirement for the recipient to pre-elect to defer all or part of such discretionary award in DSUs.

Holders of DSUs are allotted additional DSUs as and when dividends are paid on the Corporation’s Common Shares.

No DSUs were granted in 2014 except with respect to the reinvestment of dividends (see page 36 – Named Executive Officer Share Ownership – for management’s DSU balances).

Employee Share Savings Plan

Messrs. Dawson and Wijnbergen and Ms. Lampard participate in the Employee Share Savings Plan (ESSP). The ESSP is only available to Canadian resident employees and, hence, Messrs. Morris and McMeekin are not eligible to participate. Participants may enter the ESSP after one year of service and may contribute up to 10% of their gross salary and bonus to purchase Common Shares through regular salary deductions. As an incentive to invest in the Corporation, Norbord makes a 30% matching contribution on the participant’s first 5% of pay invested per pay period. Participants may withdraw all contributions at any time. During 2014, Mr. Wijnbergen contributed 10% of his salary towards share purchases in the ESSP. Ms. Lampard and Mr. Dawson each contributed 5% of their salaries towards share purchases in the ESSP.

4. Benefits Investment in employee health and well-being as well as perquisites

In addition to competitive medical, dental and insurance benefits (through a flexible benefits plan), Norbord offers executives an annual health and wellness assessment, a fitness club membership, financial planning assistance and a car allowance.

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5. Pension Investment in financial security after retirement

All Norbord employees are eligible to participate in one of the Corporation’s pension plans. This benefit is provided because it is a competitive practice in the forest products industry and with other potential employers of key senior executive officers.

Prior to January 2006, all Norbord Canadian salaried employees participated in the Norbord defined benefit (DB) Retirement Annuity Plan (RAP). The Human Resources Committee and management took a proactive approach to managing the ongoing liabilities of this plan and, on January 1, 2006, the RAP was closed to new entrants in favour of a defined contribution (DC) plan design. DC plan provisions were added to the RAP, and existing RAP participants were given the choice to continue to accrue service under the DB provision or to commence accruing under the new DC provision all within the RAP.

Messrs. Dawson and Wijnbergen elected to continue participating in the DB provisions of the RAP. Recognized remuneration for the purposes of determining pension benefits under this plan includes base salary and bonus. The pension benefit is determined as 1.75% multiplied by the best five-year average earnings less 1/70th of the CPP/QPP benefit, multiplied by the number of years of DB pension service (the service under the CPP/QPP benefit is limited to 35 years). DB pension benefits are reduced by 3% per year for retirement earlier than age 65. These pension benefits are payable for life and are guaranteed for a single plan member for five years. Upon death, adjusted payments of 66 2/3% of the benefit continue to the surviving spouse.

Ms. Lampard elected to commence accruing DC benefits within the RAP beginning in January 2006, prior to which she accrued DB entitlements within the RAP. Under the DC provisions, Norbord provides a basic allocation of 4% of pensionable earnings and a matching contribution of up to 3% of pensionable earnings, up to the limits imposed by the Income Tax Act. Ms. Lampard received a matching contribution of 3% in 2014.

Pension benefits that exceed the Income Tax Act limits are paid from a Supplemental Employee Retirement Plan (SERP). Recognized remuneration for the purpose of determining pension benefits under this plan includes base salary only for DB provisions, and base salary plus bonus for the DC provisions. To limit the Corporation’s retirement benefit liability to employees accruing under this plan, a remuneration level of $225,000 has been established as the maximum annual remuneration eligible for pension calculations for the DB plan, and the DC plan is capped at the Income Tax Act limit for company contributions. This maximum is to be reviewed periodically in both general and individual applications.

The Corporation contributes 15% of Messrs. Morris’ and McMeekin’s gross earnings into their Self Invested Pension Plans (SIPPs).

The following table lists the Corporation’s pension plans in which the NEOs participate.

Named Executive Officer	Defined Benefit	DB SERP	Defined Contribution	DC SERP	SIPP
Peter C. Wijnbergen (CEO)	ü	ü
Robin E. Lampard (CFO)	Pre-2006	Pre-2006	Post-2006	Post-2006
Karl R. Morris (SVP)					ü
Michael J. Dawson (SVP)	ü	ü
Alan G. McMeekin (VP)					ü

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Named Executive Officer Share Ownership

In January 2005, in order to motivate management to maximize the long-term value of the Corporation’s assets and business operations, the Board established guidelines for the minimum ownership of Common Shares and/or DSUs of the Corporation. The minimum amount to be invested is two times base salary for the President and CEO, and one times base salary for the other NEOs, based on the acquisition cost of the Common Shares and/or DSUs acquired.

An NEO is encouraged to accumulate the minimum share ownership in a systematic manner over a five-year period following the date of his/her designation as an NEO. An NEO can improve his/her ability to meet the requirement by contributing bonus amounts and acquiring units in the DSU Plan or by acquiring Common Shares through the ESSP.

Share prices of all public companies are subject to market volatility. As a result, NEO share ownership guidelines are based on acquisition cost. In addition, to remove the uncontrollable impact of foreign exchange, share ownership guidelines reflect a “once met, always met” standard. This means that if an NEO has met his or her applicable ownership guideline multiple and subsequent changes in the foreign exchange rate cause the value of his or her ownership to fall below the applicable threshold, the NEO will be considered to be in compliance with the guidelines so long as he or she continues to hold the number of shares that were owned at the time when he or she achieved the required threshold.

Acquisition Cost

The following table presents the total number of Common Shares of the Corporation and/or DSUs held by each NEO as at December 31, 2014, and the acquisition cost of such Common Shares and DSUs.

Named Executive Officer	NEO Since	Number of Common Shares		Acquisition Cost of Common Shares(1)		Number of DSUs (2)		Acquisition Cost of DSUs(1)		Total Number of Common Shares and DSUs		Total Acquisition Cost of Common Shares and DSUs(1)		Total Acquisition Cost as a Multiple of Salary
Peter C. Wijnbergen (CEO)	2004		23,832	$	630,819		2,742	$	222,123		26,574	$	852,942		2.13	x
Robin E. Lampard (CFO)	2008		19,867		376,602		—		—		19,867		376,602		1.17	x
Karl R. Morris (SVP) (3)	2005		27,230		272,736		—		—		27,230		272,736		0.84	x
Michael J. Dawson (SVP)	2011		12,010		240,385		—		—		12,010		240,385		1.04	x
Alan G. McMeekin (VP) (4)	2014		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Total			82,939	$	1,520,542		2,742	$	222,123		85,681	$	1,742,665

⁽¹⁾  The acquisition cost of the Common Shares is the market price paid by an NEO upon the acquisition of Common Shares, or the exercise price of Common Shares acquired and held through the exercise of stock options. The acquisition cost of a DSU is the cumulative value of an NEO’s AIP award contributed to the DSU Plan or other DSU amounts approved by the Board, and includes the value of dividends reinvested.

⁽²⁾  No DSUs were granted during the year except for the reinvestment of dividends.

⁽³⁾  The 2014 average foreign exchange rate used to translate Mr. Morris’ 2014 salary to Canadian dollars is £1 = CAD $1.819 and the fluctuation in the exchange rate caused his translated salary to fall below his total acquisition cost. Mr. Morris met the share ownership requirement in 2012.

⁽⁴⁾  Mr. McMeekin has until December 31, 2019 to reach the threshold.

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Market Value

The following table presents the total number of Common Shares of the Corporation and/or DSUs held by each NEO as at December 31, 2014 and their market value.

Named Executive Officer	NEO Since	Number of Common Shares		Market Value of Common Shares(1)		Number of DSUs		Market Value of DSUs(1)		Total Number of Common Shares and DSUs		Total Market Value of Common Shares and DSUs(1)		Total Market Value as a Multiple of Salary
Peter C. Wijnbergen (CEO)	2004		23,832	$	615,581		2,742	$	70,826		26,574	$	686,406		1.72	x
Robin E. Lampard (CFO)	2008		19,867		513,165		—		—		19,867		513,165		1.60	x
Karl R. Morris (SVP)	2005		27,230		703,351		—		—		27,230		703,351		2.17	x
Michael J. Dawson (SVP)	2011		12,010		310,218		—		—		12,010		310,218		1.34	x
Alan G. McMeekin (VP)(2)	2014		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Total			82,939	$	2,142,315		2,742	$	70,826		85,681	$	2,213,140

⁽¹⁾  Based on $25.83, the Corporation’s December 31, 2014 closing price on the TSX.

⁽²⁾  Mr. McMeekin has until December 31, 2019 to reach the threshold.

Performance and Compensation of President and Chief Executive Officer

Norbord’s CEO base salary is reviewed annually and is set below the median level for comparable companies. The CEO’s below-market median base salary is offset by an opportunity to participate at a higher level in the growth in value of the Corporation’s Common Shares through participation in the Corporation’s long-term incentive plans.

Norbord’s CEO participates in the Norbord AIP. Mr. Wijnbergen’s target award was 50% of annual base salary. The AIP is payable based two-thirds on a ROCE calculation and one-third on the fulfillment of established individual performance criteria. These individual performance criteria include:

• The leadership of the organization in meeting annual objectives;

• The strategic positioning of the Corporation for profitable future growth and success; and

• The management of succession plans to provide continuity of senior management, including that of the CEO.

The Human Resources Committee assessed Mr. Wijnbergen’s overall performance against the following previously agreed-upon 2014 financial goals and strategic objectives, and in consideration of how the Corporation had been positioned to benefit from the housing recoveries in its key markets.

The following table is presented in US dollars, the Corporation’s functional and presentation currency.

Financial Goal		2014 Accomplishments
1.	Generate cash.	•	Achieved adjusted EBITDA of $90 million and ROCE of 10%.
		•	Generated $24 million of Margin Improvement Program (MIP) gains across the Corporation.
		•	Increased European particleboard and MDF panel shipment volume by 7% and 5%, respectively, benefiting from higher prices and richer product mix.
		•	Continued to manage operating working capital at minimal levels.
2.	Protect the balance sheet.	•	Ended the year with unutilized liquidity of $367 million (including $25 million in cash and cash equivalents), net debt to capitalization on a book basis of 51% and tangible net worth of $404 million.

NORBORD MANAGEMENT PROXY CIRCULAR 38

Strategic Priority		2014 Performance
1.	Develop a world-class safety culture.	•	Equaled best-ever safety performance with an Occupational Safety and Health Administration (OSHA) recordable rate of 0.74.
		•	Completed OSHA recordable injury-free year at four mills (Genk, Belgium; Inverness, Scotland; South Molton, England; and Nacogdoches, Texas).
		•	Four mills reached greater than one million hours without a lost-time injury. South Molton, England mill reached one million hours without a recordable incident.
		•	Received 2013 Safest Company Award from APA–The Engineered Wood Association.
2.	Pursue growth in OSB.	•	Increased production volume at North American and European panel mills by 6% over 2013.
		•	Set annual production records at six of 11 operating mills: Bemidji, Minnesota; Joanna, South Carolina; La Sarre, Quebec; Genk, Belgium; Cowie and Inverness, Scotland mills.
		•	Agreed to merger with Ainsworth to create a leading global wood products company focused on OSB across North America, Europe and Asia, with total OSB capacity of approximately 7.7 Bsf (3/8-inch basis).
		•	Progressed planning for potential European OSB capacity expansion.
3.	Own high-quality assets with low-cost positions.	•	Completed second year of capital reinvestment strategy, focused on improving productivity and reducing manufacturing costs. Key projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the fines screening project at the Cordele, Georgia mill, and the dryer upgrade at the Cowie, Scotland particleboard mill.
		•	Continued preliminary work to rebuild the press line and prepare the Huguley, Alabama mill for a future restart.
4.	Maintain a margin-focused operating culture.	•	Generated $24 million in MIP gains across the Corporation from improved productivity, lower raw material usages, a richer value-added product mix and reduced labour costs. Paybacks on recent capital investments also contributed to MIP this year.
5.	Focus on growth customers.	•	Increased shipments of North American value-added products by 8%.
		•	Increased OSB shipments to key UK and German customers by 11%.
6.	Allocate capital with discipline.	•	Invested $77 million in capital projects to enhance the Corporation’s earnings potential.
		•	Declared quarterly dividends of CAD $0.60 per share totalling $116 million in 2014 under the Company’s variable dividend policy.
		•	Announced reset of dividend to CAD $0.25 per share starting in the first quarter of 2015 to take into account growth and other capital investment opportunities, and to maintain flexibility in the Company’s capital structure.
7.	Succession.	•	Mr. Wijnbergen was appointed President and CEO effective January 1, 2014, succeeding Mr. Shineton upon his retirement.
		•	Succession planning and development for senior managers was completed during the year and reviewed with the Board.

NORBORD MANAGEMENT PROXY CIRCULAR 39

The Board credited Mr. Wijnbergen and senior management with the financial and operational performance delivered in 2014.

Mr. Shineton stepped down as President and CEO on January 1, 2014 and Mr. Wijnbergen was appointed President and CEO effective the same day. Mr. Shineton remained employed by Norbord for a transition period until January 29, 2014, at which point he retired and was named Vice Chair of the Board.

In 2014, the Board approved a 25% increase in Mr. Wijnbergen’s salary from $320,000 to $400,000 and, in 2015, a 9% increase to $435,000.

Performance and Compensation of Other Named Executive Officers

Each year, the CEO reviews with the Human Resources Committee the performance of each of his direct reports, and recommends changes to their compensation as warranted. On January 27, 2015, based on the recommendations of the CEO, the Board approved increases to base salaries and approved bonus awards and stock option grants for the remaining NEOs (NEO disclosure begins on page 29 of this Circular).

Performance Graph

The following graph assumes that $100 was invested on December 31, 2009 in Norbord’s Common Shares, the S&P/TSX Composite Index and the S&P/TSX Materials Index, respectively. The computations assume that all dividends are reinvested on the dividend payment date. No dividends were paid by the Corporation from December 31, 2008 to the first quarter of 2013.

Five-Year Cumulative Total Return on $100 Investment

Assuming Reinvestment of Dividends

December 31, 2009 – December 31, 2014

NEO compensation has increased over the five-year period ended December 31, 2014 primarily as a result of their achievement of the Corporation’s business objectives. The Human Resources Committee considers a number of factors and performance elements when determining compensation for senior management, including shareholder return. The at-risk components of executive pay consist of (a) the annual incentive bonus, which is based on the Corporation’s performance (measured through ROCE) as well as individual performance factors based on pre-determined business objectives, and (b) stock options, which are directly correlated to the share price and are therefore aligned with shareholder returns. In 2007 to 2009 and in 2011, market conditions affected Norbord’s profitability and impacted the Corporation’s stock performance such that no annual incentive bonus payouts were

NORBORD MANAGEMENT PROXY CIRCULAR 40

made to NEOs during those years. During this five-year period, compensation also increased due to special awards granted and salary increases for new executive appointments, including Mr. Wijnbergen as our Chief Operating Officer in 2010 and our Chief Executive Officer in 2014, and changes in the constitution of the NEO group. As Messrs. Morris and McMeekin are located in the United Kingdom, foreign exchange fluctuations have contributed to rises in the Canadian Dollar equivalent of their British Pound based salaries.

Compensation Information

Summary Compensation Table

The following table contains the compensation awarded to, earned by, paid to, or payable to, each NEO in 2014, 2013 and 2012. Total compensation earned by the NEOs in 2014 represented 0.2% of the Corporation’s cost of sales and general and administrative expenses and 9.8% of earnings.

Name and Principal Position	Year	Salary		Share- based Awards		Option- based Awards(1)		Non-equity Incentive Plan Compensation(2)		Pension Value(3)		All Other Compensation(4)		Total Compensation
Peter C. Wijnbergen President and CEO	2014	$	400,000		—	$	240,000	$	160,000	$	31,058	$	57,801	$	888,859
	2013	$	317,500		—	$	117,300	$	280,000	$	30,404	$	36,136	$	781,340
	2012	$	310,000		—	$	185,625	$	224,753	$	29,112	$	31,015	$	780,505
Robin E. Lampard Senior Vice President and CFO	2014	$	321,250		—	$	48,000	$	76,000	$	24,930	$	32,734	$	502,914
	2013	$	302,500		—	$	117,300	$	271,250	$	24,270	$	35,692	$	751,012
	2012	$	280,000		—	$	185,625	$	225,080	$	19,600	$	30,553	$	740,858
Karl R. Morris(5)	2014	$	323,760		—	$	48,000	$	72,761		—	$	114,487	$	559,008
Senior Vice President, Europe	2013	$	279,957		—	$	120,242	$	240,146		—	$	95,653	$	735,998
	2012	$	269,280		—	$	185,625	$	213,674		—	$	63,478	$	732,057
Michael J. Dawson	2014	$	230,750		—	$	36,000	$	46,400	$	36,929	$	29,814	$	379,893
Senior Vice President, Sales, Marketing and Logistics	2013	$	225,250		—	$	87,975	$	167,980	$	35,390	$	29,627	$	546,222
	2012	$	220,000		—	$	144,375	$	170,160	$	32,697	$	25,215	$	592,447
Alan G. McMeekin(5)	2014	$	249,613		—	$	36,000	$	128,193		—	$	78,583	$	492,389
Vice President, Finance and Operations Europe	2013	$	211,076		—	$	46,930	$	113,256		—	$	74,152	$	445,414
	2012	$	195,622		—	$	103,125	$	158,400		—	$	61,922	$	519,069

⁽¹⁾  Although the Human Resources Committee makes option award decisions based on their nominal value, the amounts in this column represent the value of options issued on the date of grant derived by applying the Black-Scholes option pricing model discounted at 25% to reflect Norbord-specific share price assumptions, and the five-year vesting provisions of the SOP.

⁽²⁾  Amounts in this column represent AIP awards earned in 2014.

⁽³⁾  Amounts in this column include the service costs for both the RAP and the SERP, and the Corporation’s basic and matching contributions under the DC provisions of these plans.

⁽⁴⁾  Amounts under “All Other Compensation” include (a) ESSP matching contributions paid, where applicable, by the Corporation to an NEO of 30% on the first 5% of an NEO’s base salary and bonus contributed; (b) the Corporation’s 2014 contributions to Messrs. Morris’ and McMeekin’s Self Invested Personal Pension of $90,257 and $56,816, respectively; (c) the value of perquisites for the NEOs, which include an annual health assessment, fitness club membership and car allowance. Car allowances represent 41% (median) of the perquisites for each NEO.

⁽⁵⁾  The 2014 average foreign exchange rate used to convert Messrs. Morris’ and McMeekin’s compensation from Pounds Sterling to CAD $ is £1 = CAD $1.819.

NORBORD MANAGEMENT PROXY CIRCULAR 41

Option-based and Share-based Awards

Incentive Plan Awards

The following table provides information on all outstanding options, RSUs and DSUs awarded to each NEO, including the value of unexercised in-the-money options as at December 31, 2014.

	Option-based Awards							Share-based Awards
Name	Number of Securities Underlying Unexercised Options		Option Exercise Price(1)		Option Expiration Date	Value of Unexercised In-the-money Options(2)		Number of Shares or Units of Shares That Have Not Vested (RSUs)		Market or Payout Value of Share- based Awards That Have Not Vested (RSUs)(3)		Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed (DSUs)(3)
Peter C. Wijnbergen		2,240	$	97.70	January 27, 2015		—		—		—	$	70,808
President and CEO		3,510	$	111.30	January 31, 2016		—
		8,400	$	91.60	February 14, 2017		—
		10,000	$	60.90	February 5, 2018		—
		40,000	$	6.50	February 3, 2019	$	773,200
		12,000	$	18.21	February 2, 2020	$	91,440
		28,000	$	14.93	February 1, 2021	$	305,200
		90,000	$	9.96	January 31, 2022	$	1,428,300
		20,000	$	30.70	February 4, 2023		—
		100,000	$	30.41	February 3, 2024		—
Robin E. Lampard		1,400	$	97.70	January 27, 2015		—		—		—		—
Senior Vice President and CFO		1,400	$	111.30	January 31, 2016		—
		2,000	$	91.60	February 14, 2017		—
		7,080	$	60.90	February 5, 2018		—
		65,000	$	18.21	February 2, 2020	$	495,300
		70,000	$	14.93	February 1, 2021	$	763,000
		80,000	$	9.96	January 31, 2022	$	1,269,600
		20,000	$	30.70	February 4, 2023		—
		20,000	$	30.41	February 3, 2024		—
Karl R. Morris		2,800	$	97.70	January 27, 2015		—		—		—		—
Senior Vice President, Europe		3,510	$	111.30	January 31, 2016		—
		5,000	$	91.60	February 14, 2017		—
		7,080	$	60.90	February 5, 2018		—
		40,000	$	18.21	February 2, 2020	$	304,800
		60,000	$	14.93	February 1, 2021	$	654,000
		90,000	$	9.96	January 31, 2022	$	1,428,300
		18,470	$	30.70	February 4, 2023		—
		1,516	$	31.06	February 12, 2023		—
		20,000	$	30.41	February 3, 2024		—
Michael J. Dawson		350	$	97.70	January 27, 2015		—		—		—		—
Senior Vice President, Sales, Marketing and Logistics		2,770	$	60.90	February 5, 2018		—
		5,000	$	18.21	February 2, 2020	$	38,100
		20,000	$	14.93	February 1, 2021	$	218,000
		42,000	$	9.96	January 31, 2022	$	666,540
		15,000	$	30.70	February 4, 2023		—
		15,000	$	30.41	February 3, 2024		—
Alan G. McMeekin		550	$	97.70	January 26, 2015		—		—		—		—
Vice President, Finance and Operations Europe		25,000	$	18.21	February 2, 2020	$	190,500
		20,000	$	14.93	February 1, 2021	$	218,000
		30,000	$	9.96	January 31, 2022	$	476,100
		5,970	$	30.70	February 4, 2023		—
		1,516	$	31.06	February 12, 2023		—
		15,000	$	30.41	February 3, 2024		—

⁽¹⁾  The exercise price reflects reductions due to special dividends paid by the Corporation on May 20, 2005 and July 14, 2006.

⁽²⁾  Amounts in this column represent the difference between the closing price of the Corporation’s Common Shares on the TSX on December 31, 2014 of $25.83, and the exercise price of the option multiplied by the number of unexercised options (both vested and unvested) at December 31, 2014.

⁽³⁾  Amounts in this column represent the number of DSUs (including dividend units) multiplied by the closing price of the Corporation’s Common Shares on the TSX on December 31, 2014 of $25.83.

NORBORD MANAGEMENT PROXY CIRCULAR 42

Incentive Plan Awards – Value Vested or Earned during the Year

The following table shows the value of all incentive plan awards vested or earned for each NEO in 2014.

Name	Option-based Awards – Value Vested during the Year(1)		Share-based Awards – Value Vested during the Year(2)		Non-equity Incentive Plan Compensation – Value Earned during the Year (3)
Peter C. Wijnbergen		—		—	$	160,000
President and CEO
Robin E. Lampard		—		—	$	76,000
Senior Vice President and CFO
Karl R. Morris(4)		—		—	$	72,761
Senior Vice President, Europe
Michael J. Dawson		—		—	$	46,400
Senior Vice President, Sales, Marketing and Logistics
Alan G. McMeekin(4)		—		—	$	128,193
Vice President, Finance and Operations Europe

⁽¹⁾  No option-based awards vested in 2014 due to accelerated vesting in 2013. Remaining options will vest as per original vesting schedule.

⁽²⁾  No DSUs were granted in 2014 except for the reinvestment of dividends.

⁽³⁾  The amounts in this column comprise AIP cash bonuses.

⁽⁴⁾  The 2014 average foreign exchange rate used to convert Messrs. Morris’ and McMeekin’s compensation from Pounds Sterling to CAD $ is £1 = CAD $1.819.

Securities Authorized for Issuance under Equity Compensation Plans

for the Financial Year Ended December 31, 2014

	Number of Securities to Be Issued upon Exercise of Outstanding Options (a)			Weighted Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securityholders		1,597,662	(1)	$	26.81		1,510,470	(1)
Equity compensation plans not approved by securityholders		n/a			n/a		n/a
Total		1,597,662	(1)	$	26.81		1,510,470	(1)

⁽¹⁾  These amounts each represent approximately 3% of the Corporation’s outstanding Common Shares at December 31, 2014.

NORBORD MANAGEMENT PROXY CIRCULAR 43

Pension Plan Benefits

Defined Benefit Plan Table

The following table describes the value of DB pension plan arrangements for each NEO.

		Annual Benefits Payable(1)
Name	Years of Credited Service at Dec.  31, 2014(2)	Accrued Lifetime Pension at Dec. 31, 2014		Projected Lifetime Pension at Retirement Date		Accrued Liability at Dec. 31, 2013		Total Compensatory Change(3)		Non- compensatory Change		Accrued Liability at Dec. 31, 2014
Peter C. Wijnbergen	28	$	104,255	$	153,223	$	855,059	$	31,058	$	299,776	$	1,183,893
President and CEO
Robin E. Lampard(4)	10	$	41,820	$	41,820	$	297,856		—	$	119,482	$	417,338
Senior Vice President and CFO
Michael J. Dawson	18	$	66,390	$	94,276	$	625,733	$	36,929	$	180,670	$	843,332
Senior Vice President, Sales, Marketing and Logistics

(1)	Assumptions - Accrued Liabilities:
	Discount Rate:	4.80% per annum as of December 31, 2013, and 3.90% per annum as of December 31, 2014
	Lump Sum Rate (RAP only):	3.80% per annum as of December 31, 2013, and 3.15% per annum as of December 31, 2014
	Increase in pensionable earnings:	3.00% per annum as of December 31, 2013, and as of December 31, 2014
	General Wage Growth (increases in YMPE and CRA maximum pension):	2.75% per annum as of December 31, 2013, and 2.50% per annum as of December 31, 2014
	Mortality Table:	December 31, 2013: 90% of 1994 Uninsured Pensioner Table rates with generational improvement using 100% of scale AA until 2013 and 150% of scale AA thereafter
		December 31, 2014: 95% of the rates of the Private Sector Canadian Pensioners Mortality Table (CPM2014Priv) with future improvements based on CPM-B projection scale
	Lump Sum Election Rate (RAP only):	50% on retirements and terminations
	Lump Sum Mortality Table:	December 31, 2013: 1994 Uninsured Pensioner Table rates with generational improvement using 100% of scale AA
		December 31, 2014: 2014 Canadian Pensioner Mortality Table (CPM2014) combined with the mortality improvement scale CPM-B
	Assumptions - Estimated Annual Benefit:
	Salary Scale:	For benefits accrued at Normal Retirement Date, we assumed members will continue to earn 2014 base earnings and 100% of target bonuses until retirement.
	CRA maximum pension:	2015 maximum pension of $2,818.89 per year of service projected using 2.50% per annum to pension commencement
	Normal Retirement Date:	The later of age 65 and December 31, 2014
(2)	These amounts represent years of credited service in the RAP.
(3)	These amounts represent additional pension accrual related to 2014 service, changes in earnings, and plan changes for both the RAP and SERP.
(4)	Ms. Lampard ceased participating in the DB provisions of the RAP and commenced accruing under the DC provisions effective January 1, 2006. Her service in the DB plan is frozen at 10 years.

NORBORD MANAGEMENT PROXY CIRCULAR 44

Defined Contribution Plans Table

The following table shows the value of investments held by the NEOs participating in the Corporation’s DC pension plans. Since Messrs. Morris and McMeekin participate in a Self-Invested Personal Pension, the amount contributed by the Corporation is not reflected below but is included in the summary compensation table under “All Other Compensation” on page 40 of this Circular.

Name	Accumulated Value at Dec. 31, 2013		Total Compensatory Change(1)		Accumulated Value at Dec. 31, 2014
Peter C. Wijnbergen(2)	$	115,328		—	$	130,562
President and CEO
Robin E. Lampard(3)	$	475,973	$	24,930	$	568,898
Senior Vice President and CFO
Michael J. Dawson(2)	$	159,265		—	$	174,418
Senior Vice President, Sales, Marketing and Logistics

⁽¹⁾  These amounts represent employer contributions to the Corporation’s DC pension plans.

⁽²⁾  Messrs. Wijnbergen and Dawson participate in a flex component of the RAP on a voluntary basis within prescribed limits. Flex contributions are deposited in a separate DC account and enable participants to enhance their RAP DB on retirement.

⁽³⁾  Ms. Lampard, as a member accruing benefits under the DC provisions of the RAP, is no longer eligible to contribute to the flex component of the RAP but has outstanding balances from her participation prior to 2006 that are included in the table.

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Termination and Change of Control Provisions

Other than as set out below, there are no employment contracts between any of the NEOs and the Corporation that have change of control or termination provisions.

The following table provides a summary of the treatment, unless otherwise determined by the Human Resources Committee, under each long-term incentive plan for different changes in employment status.

Long-term Incentive Plan	Retirement	Death	Resignation/Termination	Change of Control
Stock Options	Vested and unvested options continue for the term of the option.	Six months to exercise vested options.	If employment is terminated without cause, 90 days after termination date to exercise vested options or options that become vested during that period. Otherwise, vested and unvested options are forfeited.	The Board may in its discretion determine the manner in which all unexercised options granted under the SOP will be treated, including accelerating the vesting of options.
DSUs	Vested DSUs and 50% of unvested DSUs to be redeemed with timing of payment at participant’s election.	Unvested DSUs vest immediately and all DSUs to be redeemed with timing of payment at beneficiary’s election.	Vested DSUs and 50% of unvested DSUs to be redeemed with timing of payment at participant’s election.	The Board may make reasonable and appropriate adjustments with respect to DSUs to preserve the intended benefits of the participants, in order to adjust for the effect of a change of control.
RSUs	The unvested RSUs continue to be governed by the Plan.	The Human Resources Committee will determine whether all unvested Units will become fully vested or immediately expire and terminate.	Unvested RSUs immediately expire.	Unless otherwise determined by the Human Resources Committee in the event of a sale of assets or other reorganization, the Unvested RSUs will immediately expire and terminate.

NORBORD MANAGEMENT PROXY CIRCULAR 46

Section V – Director Compensation

Non-employee Director Compensation

The following section reflects compensation for all non-employee Directors. As Mr. Wijnbergen was an employee of the Corporation in 2014, he did not receive compensation for his role on the Board. See page 40 for Mr. Wijnbergen’s compensation as President and CEO.

The Corporate Governance and Nominating Committee is responsible for recommending compensation for the Corporation’s Directors. In reviewing the adequacy and form of compensation and benefits, the Committee seeks to ensure that the compensation reflects the responsibilities and risks involved in being a Director of the Corporation and aligns the interests of the Directors with the best interests of the Corporation’s stakeholders.

Non-employee Director compensation is comprised of Director fees and discretionary DSU awards. The Committee reviews Director compensation every two years and analyzes general surveys of the year-over-year practices of Director compensation. On January 29, 2014, the Committee reviewed Director compensation and approved an additional annual fee of $95,000 for the Vice Chair role, to which Mr. Shineton was appointed effective the same day. The Vice Chair fee was set at this amount primarily due to the additional time required of Mr. Shineton for his work in assisting with succession planning and strategic projects. No other changes were made to annual fees. The next bi-annual review will be in 2016.

The Corporation does not have any pension or other retirement plans for its Directors.

Non-employee Director Fees

Each Director who is not an employee of the Corporation is entitled to an annual retainer of $55,000. The Chair of the Board receives an additional annual fee of $60,000. Commencing January 29, 2014, the Vice Chair of the Board receives an additional annual fee of $95,000. The Chair of the Audit Committee receives an additional annual fee of $10,000. The Chair of each other Board committee receives an additional annual fee of $5,000. No fees are payable for committee membership or meeting attendance.

In December 2014, the Board approved an additional fee of $30,000 to be paid to each of Ms. Cohen and Messrs. Kirchmann and Wallace, and an additional $60,000 to Mr. Dupuis, as Chair, for their work on the Independent Committee in 2014.

Directors are reimbursed for any travel expenses they incur while attending Board and committee meetings.

Deferred Share Unit Plan for Non-employee Directors

The Corporation adopted a DSU Plan for non-employee Directors. Under this plan, Directors of the Corporation who are not officers or employees of the Corporation or its affiliates may elect to take a percentage of their annual Director fees in the form of DSUs. Elections must be received by the Secretary of the Corporation in the fiscal year preceding the fiscal year in which such fees are earned. The number of DSUs allocated is determined by dividing the amount of Directors’ fees to be deferred by the fair market value of a Common Share of the Corporation on the third business day following the next release of the Corporation’s quarterly or annual results. In addition, a Director who holds DSUs is credited with additional DSUs as and when cash dividends are paid on the Corporation’s Common Shares. DSUs are paid out in cash to Directors when they step down from the Board in accordance with the terms of the DSU Plan.

The Corporation may at any time grant a discretionary award, payable in DSUs only, to an eligible Director, regardless of whether he or she has elected during the year of the grant to receive Director fees in DSUs. No discretionary DSUs were awarded in 2014.

NORBORD MANAGEMENT PROXY CIRCULAR 47

Non-employee Director Compensation Table

The following table shows the amounts earned by non-employee Directors for the year ended December 31, 2014.

Name	Fees Earned(1)		Share- based Awards		Option- based Awards		Non-equity Incentive Plan Compensation		Pension Value		All Other Compensation(2)		Total(3)
Jack L. Cockwell	$	56,250		—		—		—		—		—	$	56,250
Dian N. Cohen(4)		95,000		—		—		—		—		—		95,000
Pierre Dupuis		125,000		—		—		—		—		—		125,000
Dominic Gammiero(4)		13,750		—		—		—		—		—		13,750
Jon S. Haick(4)		58,750		—		—		—		—		—		58,750
Robert J. Harding(4)		115,000		—		—		—		—		—		115,000
Neville W. Kirchmann(4)		85,000		—		—		—		—		—		85,000
J. Barrie Shineton		150,000		—		—		—		—	$	95,099		245,099
Denis A. Turcotte		55,000		—		—		—		—		—		55,000
James D. Wallace(4)		85,000		—		—		—		—		—		85,000
Total	$	838,750		—		—		—		—	$	95,099	$	933,849

⁽¹⁾  These amounts include an additional $30,000 paid to each of Ms. Cohen and Messrs. Kirchmann and Wallace and an additional $60,000 to Mr. Dupuis (Chair) for their work on the Independent Committee during 2014.

⁽²⁾  Amounts in this column represent the employment-related income for Mr. Shineton for the month of January 2014 including accrued vacation payout.

⁽³⁾  Directors’ fees earned during 2014 by Messrs. Cockwell and Haick were paid directly to Brookfield. Messrs. Harding and Shineton elected to receive 100% of their fees in cash. Mr. Dupuis elected to receive his fees 75% in cash and 25% in DSUs. Messrs. Kirchmann and Turcotte elected to receive their fees 50% in cash and 50% in DSUs. Ms. Cohen and Mr. Wallace elected to receive their fees 100% in DSUs.

⁽⁴⁾  Mr. Gammiero ceased to be a Director on May 2, 2014. Ms. Cohen resigned from the Board on February 3, 2015. Messrs. Haick, Harding, Kirchmann and Wallace ceased to be Directors on March 31, 2015, the effective date of the Norbord/Ainsworth merger.

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Non-employee Director Option-based and Share-based Awards

The Board ceased granting stock options to non-employee Directors in January 2003. As at December 31, 2014, Mr. Shineton held options, RSUs and DSUs which were granted to him while serving as President and CEO of the Corporation. The following table provides information on all options, RSUs and DSUs held by each non-employee Director that were outstanding on December 31, 2014.

	Option-based Awards							Share-based Awards
Name	Number of Securities Underlying Unexercised Options		Option Exercise Price(1)		Option Expiration Date	Value of Unexercised In-the-money Options(2)		Number of Shares or Units of Shares That Have Not Vested (RSUs)		Market or Payout Value of Share- based Awards That Have Not Vested (RSUs)(3)		Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed (DSUs)(3)
J. Barrie Shineton		10,000	$	97.70	January 27, 2015		—		37,674	$	973,119	$	727,248
		15,000	$	111.30	January 31, 2016		—
		40,000	$	91.60	February 14, 2017		—
		40,000	$	60.90	February 5, 2018		—
		80,000	$	14.93	February 1, 2021	$	872,000
Dian N. Cohen(4)		—		—	—		—		—		—	$	1,085,145
Pierre Dupuis		—		—	—		—		—		—	$	715,362
Neville W. Kirchmann(4)		—		—	—		—		—		—	$	846,065
Denis A. Turcotte		—		—	—		—		—		—	$	87,331
James D. Wallace(4)		—		—	—		—		—		—	$	202,034

⁽¹⁾  The exercise price reflects reductions due to special dividends paid by the Corporation on May 20, 2005 and July 14, 2006.

⁽²⁾  Amounts in this column represent the difference between the closing price of the Corporation’s Common Shares on the TSX on December 31, 2014 of $25.83, and the exercise price of the option multiplied by the number of unexercised options (both vested and unvested) at December 31, 2014.

⁽³⁾  Amounts in this column represent the number of RSUs or DSUs (including dividend units) multiplied by the closing price of the Corporation’s Common Shares on the TSX on December 31, 2014 of $25.83.

⁽⁴⁾  Ms. Cohen resigned from the Board on February 3, 2015 and redeemed her DSUs effective the same day. Messrs. Kirchmann and Wallace ceased to be Directors on March 31, 2015, the effective date of the Norbord/Ainsworth merger.

Non-employee Director Incentive Plan Awards – Value Vested or Earned during the Year

The following table shows the value of all DSUs and RSUs vested or earned by non-employee Directors in 2014. Mr. Shineton is the only Director who holds RSUs.

Name	Option-based Awards – Value Vested during the Year		Share-based Awards – Value Vested during the Year(1)		Non-equity Incentive Plan Compensation – Value Earned during the Year
J. Barrie Shineton		—	$	767,598		—
Dian N. Cohen		—	$	95,000		—
Pierre Dupuis		—	$	31,250		—
Neville W. Kirchmann		—	$	42,500		—
Denis A. Turcotte		—	$	27,500		—
James D. Wallace		—	$	85,000		—

⁽¹⁾  25,182 of Mr. Shineton’s RSUs vested in 2014. All other amounts represent Director fees received as DSUs during 2014 valued as at the vesting date. DSUs granted to non-employee Directors vest immediately although the non-employee Directors are not entitled to receive any payment in respect of the value of their DSUs until they cease to be a Director.

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Non-employee Director Share Ownership

The Board requires each non-employee Director to own, directly or indirectly, Common Shares or DSUs equal in value to at least three times the annual Board retainer fee ($165,000), based on the acquisition cost of the Common Shares or DSUs held. New Directors have five years from the date of joining the Board to achieve this minimum share ownership requirement. Directors are encouraged to accumulate the minimum share ownership in a systematic manner over the five-year accumulation period. All of the Directors meet the share ownership requirement with the exception of Mr. Turcotte who has until April 27, 2017 to reach the Director share ownership threshold. Messrs. Cockwell and Gordon represent the Corporation’s principal shareholder, Brookfield, and as such, their fees are directly paid to Brookfield and they are exempt from the share ownership requirement. As discussed in greater detail under “Deferred Share Unit Plan for Non-employee Directors” on page 46, non-employee Directors may elect to take all or part of their annual Director fees in DSUs.

Acquisition Cost

The following table presents the total number of Common Shares and DSUs of the Corporation held by each non-employee Director as at December 31, 2014, and the acquisition cost of such Common Shares and DSUs.

Name	Director Since	Number of Common Shares		Acquisition Cost of Common Shares(1)		Number of DSUs		Acquisition Cost of DSUs(1)		Total Number of Common Shares and DSUs		Total Acquisition Cost of Common Shares and DSUs(1)		Total Acquisition Cost as a Multiple of Annual Board Retainer Fee
Jack L. Cockwell(3)	1987		24,128	$	457,035		n/a	$	n/a		24,128	$	457,035		8.3	x
Pierre Dupuis	1995		1,096		60,639		27,695		452,657		28,791		513,296		9.3	x
Paul E. Gagné(2)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
J. Peter Gordon(2)(3)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Paul A. Houston(2)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
J. Barrie Shineton	2004		26,404		426,656		28,155		2,347,725		54,559		2,774,381		50.4	x
Denis A. Turcotte	2012		—		—		3,381		86,968		3,381		86,968		1.6	x
Total			51,628	$	944,330		59,231	$	2,887,350		110,859	$	3,831,680

⁽¹⁾  The acquisition cost of the Common Shares is the market price paid by a Director upon the acquisition of Common Shares, or the exercise price of Common Shares acquired through the exercise of stock options. The acquisition cost of a DSU is the cumulative value of a Director’s fees contributed to the DSU Plan, or other non-employee Director DSU amounts approved by the Board, and includes the dividends reinvested.

⁽²⁾  Messrs. Gagné, Gordon and Houston became Directors on March 31, 2015, the effective date of the Norbord/Ainsworth merger.

⁽³⁾  Messrs. Cockwell and Gordon represent the Corporation’s principal shareholder, Brookfield, and as such their fees are directly paid to Brookfield and they are exempt from the share ownership requirement.

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Market Value

The following table presents the total number of Common Shares and DSUs held by each Director at December 31, 2014 and their market value.

Name	Director Since	Number of Common Shares		Market Value of Common Shares(1)		Number of DSUs		Market Value of DSUs(1)		Total Number of Common Shares and DSUs		Total Market Value of Common Shares and DSUs(1)		Total Market Value as a Multiple of Annual Board Retainer Fee
Jack L. Cockwell(3)	1987		24,128	$	623,226		–	$	–		24,128	$	623,226		11.3	x
Pierre Dupuis	1995		1,096		28,310		27,695		715,362		28,791		743,672		13.5	x
Paul E. Gagné(2)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
J. Peter Gordon(2)(3)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Paul A. Houston(2)	2015		n/a		n/a		n/a		n/a		n/a		n/a		n/a
J. Barrie Shineton	2004		26,404		682,015		28,155		727,244		54,559		1,409,259		25.6	x
Denis A. Turcotte	2012		—		—		3,381		87,331		3,381		87,331		1.6	x
Total			51,628	$	1,333,551		59,231	$	1,529,937		110,859	$	2,863,488

⁽¹⁾  Based on $25.83, the Corporation’s December 31, 2014 closing price on the TSX.

⁽²⁾  Messrs. Gagné, Gordon and Houston became Directors on March 31, 2015, the effective date of the Norbord/Ainsworth merger.

⁽³⁾  Messrs. Cockwell and Gordon represent the Corporation’s principal shareholder, Brookfield, and as such their fees are directly paid to Brookfield and they are exempt from the share ownership requirement.

Indebtedness of Directors and Executive Officers

There is no outstanding indebtedness to the Corporation or any of its subsidiaries by any of its current or former Directors, executive officers or employees. The Corporation’s policy is not to make any loans to Directors, executive officers or employees.

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Section VI – Corporate Governance

Corporate Governance Practices

Norbord is committed to following sound corporate governance policies and practices to ensure that the interests of our stakeholders, including our shareholders, employees, creditors and the communities in which we operate, are continuously maintained.

Role of Board of Directors

The Board of Directors is responsible for overseeing the management of Norbord’s affairs directly and through its Committees. At all times, the Board intends to act in the best interests of Norbord.

Among its principal responsibilities, the Board:

• Reviews and approves Norbord’s overall business strategy and its annual business plan;

• Reviews the risks and alternatives in Norbord’s business to ensure that appropriate systems or plans are in place to manage these risks;

• Reviews and approves strategic initiatives and capital investment plans to ensure that Norbord’s proposed actions are consistent with stakeholders’ reasonable objectives and expectations;

• Appoints the Chief Executive Officer (CEO) and approves the appointment of senior management;

• Establishes a compensation plan for the CEO and approves the compensation of senior management;

• Assesses management’s performance against approved business plans and key industry performance indicators;

• Reviews succession and development plans for senior management;

• Reviews and approves disclosure controls and procedures, internal controls and procedures for financial reporting, and compliance with the Code of Business Conduct intended to ensure integrity within Norbord;

• Approves Norbord’s financial reports to shareholders;

• Sets the Corporation’s dividend policy and approves dividend payments, when appropriate;

• Ensures the effective operation of the Board and its Committees;

• Ensures policies and processes are in place to address key business issues of the Corporation, including financial, environment, health and safety, business conduct, pension management and communications; and

• Approves significant and material issues. In addition to those matters that must, by law, be approved by the Board, Norbord’s Board also must approve:

• Any capital disposition or expenditure in excess of $3 million and any cost overrun on any project in excess of $2 million;

• Any new third-party loan agreement or guarantee for an amount in excess of $10 million;

• Changes in senior management at the Corporation; and

• Any other material agreement or arrangement that is not in the ordinary course of business.

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Role of Chair

The Board of Directors has adopted the following written position description for the Chair of the Board. The Chair is appointed by the Board of Directors. The role of the Chair is as follows:

1. Manage the business of the Board and ensure that the functions identified in the terms of reference of the Board are being effectively carried out by the Board and its committees;

2. Ensure that all Directors receive the information required for the proper performance of their duties;

3. Ensure that the appropriate committee structure is in place, and recommend appointments to such committees;

4. Lead in the annual review of Director and Board performance and make recommendations for changes when appropriate; and

5. Work with the CEO and senior management to monitor progress on strategic planning, policy implementation and succession planning.

Role of Vice Chair

The Board of Directors has adopted the following written position description for the Vice Chair of the Board. The Vice Chair is appointed by the Board of Directors. The role of the Vice Chair is as follows:

1. Assist the Chair of the Board in carrying out his/her role;

2. Fulfill the duties of the Chair of the Board in the Chair’s absence;

3. Assist with succession planning, including the orderly succession of the CEO;

4. Advise the Corporation on strategic projects as requested from time to time by the Chair of the Board; and

5. Such other duties from time to time as may be designated by the Chair of the Board.

Meetings of the Board

The Board of Directors meets at least quarterly, with additional meetings scheduled when required. While most Board meetings are held at the Norbord corporate office in Toronto, meetings are periodically held at an operating location. This gives the Directors an opportunity to improve their understanding of the operations of Norbord.

Composition and Size of the Board

The Corporation’s Articles provide that the Board shall have a minimum of eight and a maximum of 20 Directors. The Corporate Governance and Nominating Committee has examined the size of the Board and has concluded that eight is an appropriate number of Directors for the Corporation. The nominees for the Board of Directors comprise eight Directors, including four independent Directors and two non-independent Directors, whom are related to the Corporation’s principal shareholder, Brookfield, and two non-independent Directors being the current CEO and the former CEO. The Board considers that this combination leads to a constructive exchange of views in Board deliberations, resulting in objective, balanced and informed decision-making.

The Corporation’s Directors represent a diverse base of business skills and experiences to ensure effective oversight and reporting.

Independent Directors – Four of Eight

Pierre Dupuis

Paul E. Gagné

Paul A. Houston

Denis A. Turcotte

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Non-independent Directors – Four of Eight

Jack Cockwell (Group Chair of Brookfield)

J. Peter Gordon (Managing Partner of Brookfield and Senior Manager of Brookfield Capital Partners, an affiliate of Brookfield)

J. Barrie Shineton (served as President and CEO within last three years)

Peter C. Wijnbergen (current President and CEO)

The Board does not consider the four non-independent nominees to have any relationship that could reasonably be expected to interfere with the exercise of their independent judgement.

It is the policy and practice of the Board that all Board and committee meetings include a session without the non-independent Directors or management present. In the case of the Audit Committee, each meeting also includes a session with only the external auditors and the committee.

Majority Voting

A Director must offer his or her resignation to the Board immediately following an annual meeting of shareholders if he or she has not received at least 50% of the votes cast at the meeting in favour of his or her election to the Board. The Board will evaluate the impact of the change on the composition of the Board and accept or reject the resignation as deemed advisable.

Change in Personal Circumstances

A Director must offer his or her resignation if there has been a relevant change in his or her personal circumstances, or if he or she has not attended at least 75% of the regularly scheduled Board and relevant committee meetings in the most recent 12-month period. The Board will evaluate the impact of the change on the composition of the Board and accept or reject the resignation as deemed advisable. In 2014, with the exception of Messrs. Cockwell and Harding, who were unable to attend regularly scheduled Board and committee meetings held on one day due to scheduling conflicts, all Directors attended 100% of the regularly scheduled Board meetings.

Committees of the Board

Board committees assist in the effective functioning of the Corporation’s Board of Directors. The composition of the Board committees ensures that the views of independent Directors are effectively represented.

Norbord’s Board of Directors has four standing Committees: the Audit Committee, the Corporate Governance and Nominating Committee, the Environmental, Health and Safety Committee, and the Human Resources Committee. It is the Board’s policy that each committee meets without the management Director present for a portion of each of its meetings.

Special committees may be formed from time to time, as required, to review particular matters or transactions.

Full terms of reference for each of the standing committees are available on the Corporation’s website at www.norbord.com.

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Lead Director

As long as the Chair of the Board is not independent, the Board shall appoint a Lead Director at the first Board meeting held after the annual shareholders meeting. The Board has adopted the following written position description for the Lead Director:

1. Provide leadership to ensure the Board works in an independent, cohesive fashion;

2. Chair meetings of any independent committees of the Board;

3. Act as liaison between the independent members of the Board and the Chair of the Board on sensitive issues;

4. Chair the portion of regular Board meetings held without the non-independent Directors;

5. Call meetings of the independent Directors when necessary and appropriate; and

6. Perform such other duties as the Board may from time to time designate.

Role of Committee Chair

The Board of Directors has adopted the following written position description for all Board committee chairs. The chair of each committee of the Board is appointed by the Board at the first Board meeting held after the annual shareholders meeting. The role of each committee chair is as follows:

1. Ensure that the activities of the committee are consistent with the committee terms of reference;

2. Ensure that the committee meets as many times as necessary to effectively carry out its duties and responsibilities;

3. In cooperation with Norbord’s management team, as appropriate, to review meeting agendas to ensure all required business is brought before the committee to enable the committee to carry out its duties and responsibilities;

4. Report to the Board at the next Board meeting following any committee meeting or upon the signing of a written resolution approving a decision or recommendation of the committee;

5. Provide leadership to enable the committee to act as an effective team in carrying out its duties and responsibilities; and

6. Carry out any other appropriate duties and responsibilities as assigned by the Board or delegated to the committee.

Audit Committee

The Audit Committee, composed entirely of independent Directors within the meaning of sections 1.4 and 1.5 of Multilateral Instrument 52-110, assists the Board in its oversight of the integrity of the financial and related information of the Corporation, including its financial statements, the internal controls and procedures for financial reporting, and the processes for monitoring compliance with legal and regulatory requirements, and reviews the independence, qualifications and performance of the external auditor of the Corporation. Its duties also include reviewing and monitoring the Corporation’s major financial risks and risk management policies and approving quarterly and annual financial filings.

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Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, composed entirely of independent Directors, is responsible for the development and monitoring of the Corporation’s corporate governance practices, Disclosure Policy and Code of Business Conduct. Its duties include the identification and recommendation of potential nominees or appointees to the Board, and the assessment of the effectiveness of the Board, its size and composition, its committee structure, and the individual performance of its Directors. The Committee also recommends compensation for Directors.

In considering and seeking potential nominees to the Board, the Committee assesses the skills and expertise of its current Board to determine the complementary skills and experience that any potential candidates should possess. The Committee seeks candidates through recommendations sought from the current Board and Committee members and, when necessary, through recruitment firms. Once candidates have been identified, they are contacted to confirm their interest, credentials and availability to serve on the Board. Interviews of candidates are then conducted by members of the Committee and a recommendation is made to the Board.

Environmental, Health and Safety Committee

The mandate of the Environmental, Health and Safety Committee is to assist the Board in carrying out its responsibilities with respect to health, safety and environmental issues. The Committee reviews compliance with relevant Board resolutions and with the Corporation’s environmental and health and safety policies, and assesses the effectiveness of the Corporation’s environmental management processes and health and safety programs, including the review of internal audits of these processes and programs.

Human Resources Committee

The Human Resources Committee approves the Corporation’s compensation and benefits policy and monitors its implementation. It reviews management succession plans and considers appointments of senior management of the Corporation. The Committee annually assesses the performance of the CEO against agreed targets and recommends the CEO’s compensation to the Board. Together with the CEO, the Committee reviews the performance of senior management of the Corporation and makes compensation recommendations to the Board. The Human Resources Committee is responsible for overseeing the funding, investment management and administration of Norbord employee retirement plans.

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Board, Committee and Director Evaluation

The Board believes that a regular and formal process of evaluation improves the performance of the Board as a whole, its committees and individual Directors. The Corporate Governance and Nominating Committee annually evaluates the Board to ensure that it is functioning effectively and in the best interests of shareholders. The evaluation includes a detailed questionnaire completed by each Director inviting comments and suggestions on areas for improvement. The Chair of the Board holds private interviews with each Director annually to discuss the operations of the Board and its committees and to provide any feedback on the individual’s contribution. The Chair reviews the results of the evaluation with the Corporate Governance and Nominating Committee and the Board. These evaluations assess the Board in four specific areas:

• Overall Board governance;

• Managing management;

• Strategy and corporate performance; and

• Board effectiveness.

In 2014, this evaluation determined that the Board operated effectively.

In addition to the performance of the Board, the Corporate Governance and Nominating Committee annually evaluates the performance of each committee of the Board. These evaluations focus on each committee’s success in meeting its terms of reference as well as its overall effectiveness as a committee. In 2014, the Corporate Governance and Nominating Committee and the other committees of the Board evaluated the Board committees’ performance as effective.

The Board has developed written position descriptions for the Chair of the Board, the Lead Director, the Vice Chair of the Board, the chair of each committee and the CEO (see pages 52, 54 and 57).

The performance of individual Board members is also evaluated. Each Director receives a list of questions to address in completing a self-assessment. This review is conducted by the Chair and presented to the Corporate Governance and Nominating Committee for its consideration and as a basis for recommending the Directors to be nominated for election at the next annual meeting of shareholders.

As part of the Board, committee and individual Director evaluation processes, opportunities to improve are implemented as identified.

Norbord Management

The primary responsibility of management is to create long-term value in the Corporation based on an approved business strategy and action plan. The Board of Directors is responsible for ensuring that the performance of management is adequate and for bringing about any management change that will enable Norbord to perform satisfactorily. Norbord’s corporate governance principles are intended to encourage autonomy and effective decision-making by management while ensuring scrutiny by Norbord’s Board of Directors and its committees.

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Role of President and CEO

The Board of Directors has adopted the following written description of the role of the President and CEO. The President and CEO reports to, and is accountable to, the Board of Directors. The President and CEO’s role is as follows:

1. Provide leadership of the Corporation and, subject to approved policies and direction by the Board, manage the operation, organization and administration of the Corporation;

2. Present to the Board for approval a long-term vision for the Corporation together with strategies to achieve that vision, the risks and alternatives to these strategies, and specific steps and performance indicators that will enable the Board to evaluate progress on implementing such strategies;

3. Propose to the Board for approval annual capital and operating plans that implement the Corporation’s strategies together with key financial and other performance goals for the Corporation’s activities, and report regularly to the Board on the progress against these goals;

4. Act as the primary spokesperson for the Corporation to all its stakeholders;

5. Present to the Board for approval annually an assessment of the Corporation’s management resources together with a succession plan that provides for the orderly succession of senior management, including the recruitment, training and development required;

6. Recommend to the Board the appointment or termination of any officer of the Corporation other than the Chair; and

7. Develop and implement the systems and processes to support the policies established by the Board.

Board Information

The information provided by Norbord management to the Board of Directors is critical to the Board’s effectiveness. In addition to reports presented to the Board at regular meetings, the Board is also informed on a timely basis by management of corporate developments and key decisions by management in pursuing Norbord’s strategic plan.

All Directors have the opportunity to meet and participate in work sessions with management to obtain insight into the operations and business of the Company. Directors are also free to consult with members of management, whenever they so require, and to engage outside advisors with the Chair’s authorization.

Orientation and Continuing Education

The Corporate Governance and Nominating Committee is responsible for providing an orientation and education program for new Directors. Each new Director is provided with information outlining the role of the Board, committees and Directors. New Directors must, within three months of becoming a Director, spend one day at the head office of the Corporation for personal briefings by senior management on the Corporation’s strategic plan, major risks and other key business matters.

Periodically, the Corporation holds off-site Board meetings at one of its mill locations to provide the Directors with ongoing information on the Corporation’s operations. Speakers on specialized industry topics are periodically invited to provide Directors with current and detailed information on the markets for the Corporation’s products. Directors are advised on an ongoing basis of changes in applicable laws and regulations.

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Board Renewal

Director Recruitment

The Corporate Governance and Nominating Committee has the authority and responsibility to establish criteria for the selection of Directors, to retain search firms for the recruitment of Director nominees as necessary, to review and assess the competencies and skills of persons proposed for appointment or election to the Board, and to submit to the Board the names of persons to be nominated for election as Directors at the annual meeting of shareholders or to be appointed to fill vacancies between annual meetings.

The Corporation uses a skills matrix to identify any gaps in the skills and competencies of the full Board. The Board skills matrix can be found on page 21.

Director Tenure

The Corporation does not currently have a mandatory retirement age for Directors nor has it adopted term limits. The Board’s view is that imposing such restrictions could lead to the loss of long-standing Directors who have developed in-depth knowledge about the Corporation. Instead, the Corporate Governance and Nominating Committee reviews the composition of the Board on a regular basis, in relation to approved Director criteria and skill requirements, and recommends changes, as appropriate, to renew the Board. The Board does not consider a long tenure to be a detriment to the Corporation or that it would prevent a Director from acting independently of management.

As of March 31, 2015, the Board’s average tenure is eight years. Assuming that all the Director nominees will be elected at the annual meeting of shareholders, one management Director joined the Board in 2014, three new Directors joined the Board on March 31, 2015, and five Directors retired from the Board on the same day, effective on the merger of Ainsworth and the Corporation.

The Corporation’s tenure profile is reflected in the following table:

Representation of Women

As of December 31, 2014, none of the eight Board nominees were women, one of the eight senior executives was a woman and 8% of the Corporation’s employees were women. The Corporation has not currently adopted targets regarding women in executive officer positions. Following the Corporation’s recent merger with Ainsworth, the Corporation is reviewing its representation of women in senior management positions and is considering the adoption of gender diversity policies, including targets.

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Board Diversity Policy

Norbord is committed to diversity on the Board of Directors. It is Norbord’s policy to foster an environment that respects people’s dignity, ideas and beliefs, thereby ensuring equity and diversity.

Diversity at Norbord includes characteristics such as religion, race, ethnicity, language, gender, sexual orientation, disability, age or any other area of potential difference.

The Corporate Governance and Nominating Committee is responsible for recommending to the Board of Directors measurable objectives for achieving gender diversity and assessing on an annual basis the achievement against gender diversity objectives, including the representation of women at all levels of the Corporation.

In considering candidates to recommend to the Board, the Committee will consider only those candidates who are highly qualified based on their experience, functional expertise and personal skills and qualities; consider diversity criteria noted above; and engage outside consultants to assist in the search for qualified candidates to help meet the Board’s skill and diversity objectives.

Measurable Objectives

The Committee will recommend to the Board for approval on an annual basis all measurable objectives for achieving diversity and representation of women on the Board.

As of the date of approval of this Policy, the Board has identified the following criteria for its Board:

• At least 20% of all candidates for new positions or vacancies on the Board will be women;

• Directors of various ages; and

• Directors with differing backgrounds and experience.

Monitoring and Reporting

The Board will monitor the Committee’s progress in achieving objectives under this Policy, as it so determines and in the management proxy circular on an annual basis.

Management Remuneration

Norbord’s remuneration policies are intended to provide a direct link between competitive industry compensation and company and individual performance. Bonus compensation is reviewed annually by the CEO and the Human Resources Committee and approved by the Board of Directors. Periodic reviews of compensation practices are carried out to ensure that management is fairly rewarded based on performance.

Communications Policy

Norbord keeps shareholders informed of its activities and progress through a comprehensive annual report, quarterly reports and news releases. A regularly updated website (www.norbord.com) provides additional information about the Corporation, including statutory filings and supplemental information provided to financial analysts and investors.

Directors and management meet with Norbord shareholders at the annual meeting, held in Toronto, and are available to respond to shareholder questions.

Norbord’s investor relations program seeks to ensure that investors’ inquiries are responded to in a timely manner. Management meets on a regular basis with investment analysts and financial advisors to ensure that accurate information is available to investors, including quarterly conference calls and webcasts to discuss Norbord’s performance. Norbord also endeavours to ensure that news media is kept apprised of developments as they occur. All Norbord communications are carried out in accordance with the Corporation’s Disclosure Policy, which is posted on Norbord’s website at www.norbord.com. This ensures fairness, accuracy and timeliness in reporting material information that is likely to affect the price of Norbord’s publicly traded securities.

NORBORD MANAGEMENT PROXY CIRCULAR 60

Code of Business Conduct

The Board of Directors has adopted a written Code of Business Conduct (the Code) prescribing the minimum moral and ethical standards of conduct required of all Directors, officers and employees of the Corporation and its wholly-owned subsidiaries. A copy of the Code is available on the Corporation’s website at www.norbord.com.

The Corporate Governance and Nominating Committee is charged with reviewing the Code on an annual basis and recommending proposed changes to the Board for approval.

The Corporation provides, on an annual basis, a copy of the Code to designated employees, requiring them to sign an acknowledgment that they have received, read and understand the contents of the Code and agree to adhere to the same.

All employees are required to disclose in writing to their supervisors all activities, investments or businesses that might create an actual or potential conflict of interest with their duties to the Corporation. Directors are required to consult with the Chair of the Board with respect to potential conflicts and abstain from voting when such matters are before the Board for approval.

All violations of law or of the Code must be reported. The Corporation has implemented an ethics reporting system allowing Directors, officers and employees to report, in confidence, a violation of law or of the Code to the Chair of the Audit Committee through Norbord’s ethics reporting system, ClearView Connects, which can be accessed from the Corporation’s website at www.norbord.com. The Chair of the Audit Committee provides the Board with a quarterly report on matters brought to his attention.

Anti-hedging and Anti-monetization Policy

On January 29, 2014, the Corporation adopted an anti-hedging and anti-monetization policy. Under that policy, no Director or member of senior management (including the Named Executive Officers) may, directly or indirectly, engage in any kind of hedging transaction that could reduce or limit the Director’s or senior management’s economic risk with respect to the Director’s or senior management’s holdings, ownership or interest in or to Common Shares or other securities of the Corporation, including without limitation outstanding stock options, deferred share units, restricted stock units, or other compensation awards the value of which are derived from, referenced to or based on the value or market price of Common Shares in the capital of the Corporation or other securities of the Corporation.

Directors’ Approval

The contents and sending of this Circular have been approved by the Directors of the Corporation.

/s/ ELAINE G. TOOMEY

ELAINE G. TOOMEY

Assistant Corporate Secretary

Toronto, Ontario

April 6, 2015

NORBORD MANAGEMENT PROXY CIRCULAR 61

Appendix A

Board of Directors – Terms of Reference

Role of Board

The role of the Board of Directors is to supervise the business and affairs of the Corporation, which are conducted by its officers and employees under the direction of the Chief Executive Officer (CEO), to enhance the long-term value of the Corporation. The Board is elected by the shareholders to oversee management to ensure that the best interests of the Corporation as a responsible corporate citizen are advanced in a manner that recognizes the concerns of stakeholders in the Corporation, including its shareholders, creditors, employees, suppliers, customers and the communities in which it operates.

Authority and Responsibilities

The Board of Directors meets regularly to review reports by management on the performance of the Corporation. In addition to the general supervision of management, the Board, directly or through its committees, performs the following functions:

1. Strategic Planning – overseeing the strategic planning process within the Corporation and reviewing, approving, on at least an annual basis, and monitoring the strategic plan for the Corporation including fundamental financial and business strategies and objectives;

2. Risk Assessment – assessing the major risks facing the Corporation and reviewing and monitoring appropriate systems to manage those risks;

3. CEO – developing a position description for the CEO including the corporate objectives that the CEO is responsible for meeting, and selecting, evaluating and compensating the CEO;

4. Senior Management – overseeing the selection, evaluation and compensation of senior management and monitoring succession planning;

5. Communication – reviewing and monitoring communications by and to the Corporation including its disclosure policy and a system for receiving feedback from stakeholders in the Corporation;

6. Maintaining Integrity – reviewing and monitoring the controls and procedures within the Corporation to maintain a culture of integrity including its internal controls and procedures for financial reporting, and compliance with its Code of Business Conduct; and

7. Corporate Governance – reviewing and maintaining the corporate governance principles and guidelines of the Corporation.

In addition to those matters that must, by law, be approved by the Board, specific Board approval must be obtained for:

1. Any capital disposition or expenditure in excess of $3 million and any cost overrun on any project in excess of $2 million;

2. Any new third-party loan agreement or guarantee for an amount in excess of $10 million;

3. Changes in senior management at the Corporation; and

4. Any other material agreement or arrangement that is not in the ordinary course of business of the Corporation.

NORBORD MANAGEMENT PROXY CIRCULAR 62

Composition and Procedures

1. Size of Board and Selection Process – The Directors of the Corporation are elected each year by the shareholders at the annual meeting of shareholders. The Corporate Governance and Nominating Committee proposes to the full Board the nominees for election to the Board, and the Board proposes a slate of nominees to the stakeholders for election. Any shareholder may propose a nominee for election to the Board either by means of a shareholder proposal upon compliance with the requirements prescribed by the Canada Business Corporations Act, or at the annual meeting. The Board also determines the number of Directors on the Board, subject to a minimum of eight and a maximum of 20. Between annual meetings, the Board may appoint Directors to serve until the next annual meeting.

2. Qualifications – Directors should have the highest personal and professional ethics and values and be committed to advancing the best interests of the Corporation. They should possess skills and competencies in areas that are relevant to the Corporation’s activities. A majority of the Directors will be “independent” Directors within the meaning of section 1.4 of Multilateral Instrument 52-110.

3. Election of Directors – The Board requires any Director to offer his or her resignation if he or she has not received at least 50% of the votes cast at the annual meeting of shareholders in favour of his or her election to the Board. The Board will evaluate the impact of the change on the composition of the Board and accept or reject the resignation as appropriate. If the Board accepts the resignation, the Board may:

(a) leave such position vacant,

(b) fill the vacancy by appointing a new director who the Board considers will merit the confidence of the shareholders, or

(c) call a special meeting of shareholders to fill the position.

This majority voting policy does not apply where an election involves a proxy battle.

4. Share Ownership – The Board requires each Director to own, directly or indirectly, Common Shares or deferred share units equal in value to at least three times the annual Director retainer fee based on the acquisition cost of the Common Shares or deferred share units. New Directors will have five years from the date of joining the Board to achieve this minimum share ownership requirement.

5. Change in Personal Circumstances – The Board requires any Director to offer his or her resignation if there has been a relevant change in his or her personal circumstances, or if he or she has not attended at least 75% of the regularly scheduled Board and relevant committee meetings in the most recent 12-month period. The Board will evaluate the impact of the change on the composition of the Board and accept or reject the resignation as appropriate.

6. Orientation and Continuing Education – The Corporate Governance and Nominating Committee is responsible for overseeing the orientation and continuing education programs for new and existing Directors. The CEO and the Chief Financial Officer are responsible for providing an orientation and education program for new Directors. Each new Director must, within three months of becoming a Director, spend one day at the head office of the Corporation for personal briefings by senior management on the Corporation’s strategic plan, major risks and other key business matters. The Directors are provided with information on an ongoing basis relating to the operations of the Corporation and changes in applicable law, and they tour the different facilities of the Corporation.

7. Meetings – The Board has at least four scheduled meetings a year. The Board is responsible for its agenda. Prior to each Board meeting, the CEO will discuss with the Chair of the Board agenda items for the meeting. Materials for each meeting are distributed to the Directors in advance and Directors are expected to review such materials prior to the meeting. At the conclusion of each Board meeting, the independent Directors meet without management present.

NORBORD MANAGEMENT PROXY CIRCULAR 63

8. Committees – The Board has established the following standing committees to assist the Board in discharging its responsibilities – Audit Committee, Corporate Governance and Nominating Committee, Environmental, Health and Safety Committee, and Human Resources Committee. Special committees are established from time to time to assist the Board in connection with specific matters. The chair of each committee reports to the Board following meetings of the committee. The terms of reference of the Board and each standing committee are reviewed annually by the Board.

9. Evaluation – The Corporate Governance and Nominating Committee performs an annual evaluation of the effectiveness of the Board as a whole, the committees of the Board, and the contributions of individual Directors. Each standing committee also conducts an evaluation of its performance and terms of reference.

10. Compensation – The Corporate Governance and Nominating Committee recommends to the Board the compensation for non-management Directors. In reviewing the adequacy and form of compensation and benefits, the Committee seeks to ensure that the compensation reflects the responsibilities and risks involved in being a Director of the Corporation, and aligns the interests of the Directors with the best interests of the stakeholders.

11. Access to Independent Advisors – The Board and any committee may at any time retain outside financial, legal and/or other advisors at the expense of the Corporation. Any Director may, subject to the approval of the Chair of the Board, retain an independent advisor at the expense of the Corporation.

12. Feedback from Stakeholders – The CEO will ensure that the Board is kept apprised of noteworthy stakeholder feedback and, where the Board deems it appropriate, a member of the Board may respond directly to stakeholders in this regard.

EX-99.21

Exhibit 99.21

Notice of Annual Meeting of Shareholders

Date:	Tuesday, May 12, 2015
Time:	10:00 a.m.
Place:	The Albany Club, 91 King Street East, Toronto, Ontario, M5C 1G3

Business of the Meeting

1. To receive the consolidated financial statements for the year ended December 31, 2014 and the auditor’s report on those statements;

2. To elect Directors; and

3. To appoint auditors and to authorize the Directors to fix their remuneration.

We will also consider other business that may properly come before the meeting or any adjournment or postponement thereof.

The Management Proxy Circular accompanying this Notice provides additional information relating to the matters to be dealt with at the meeting and is incorporated into, and forms part of, this Notice.

You have the right to receive notice of, and to vote at, the annual meeting if you are a Norbord Inc. shareholder at 5:00 p.m. (Toronto time) on Tuesday, April 14, 2015.

Shareholders are entitled to vote at the meeting either in person or by proxy. However, you do not have to vote in person at the meeting. This Management Proxy Circular tells you how to exercise your right to vote your shares.

By order of the Board of Directors,

ELAINE G. TOOMEY

Assistant Corporate Secretary

Toronto, Ontario

April 6, 2015

EX-99.22

Exhibit 99.22

NORBORD INC.

SPECIAL MEETING OF SHAREHOLDERS

JANUARY 27, 2015

VOTING RESULTS

Resolution #1:

On a poll, the Chairman declared that the shareholders ratified the resolution, the full text of which is set forth in Appendix D to the joint management information circular of Norbord Inc. (the “Corporation”) and Ainsworth Lumber Co. Ltd. (“Ainsworth”) dated December 18, 2014 (the “Circular”), approving (i) the arrangement agreement dated December 8, 2014 between the Corporation and Ainsworth and all transactions completed therein including the plan of arrangement involving Ainsworth under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”) pursuant to which the Corporation will, among other things, acquire all of the issued and outstanding common shares of Ainsworth, (ii) the issuance, or reservation for issuance, as the case may be, by the Corporation of such number of Common Shares of the Corporation as may be required to be issued pursuant to the terms of the Arrangement and (iii) the issuance of such number of Common Shares of the Corporation to affiliates of, or funds managed by, Brookfield Asset Management Inc. pursuant to the terms of the Arrangement, all as more particularly described in the Circular.

Ballots Tabulated:

(i)	For:	42,489,072
	Against:	231,116
	Total:	42,720,118
(ii)	*For:	14,670,370
	Against:	231,116
	Total:	14,901,486

* Excludes 27,818,702 shares held by the Significant Shareholder and any other persons whose votes are required to be excluded in accordance with the policies of the TSX.

(iii)	**For:	14,638,098
	Against:	231,116
	Total:	14,869,214

** Excludes 27,850,974 shares held by the Significant Shareholder and any other persons described in items (a) through (d) of section 8.1(2) of MI 61-101.

Dated this 27^th day of January, 2015.

CST TRUST COMPANY

/s/ Anoosheh Farzanegan	/s/ Radha Mulchan-Singh
Anoosheh Farzanegan	Radha Mulchan-Singh

EX-99.23

Exhibit 99.23

News Release

NORBORD REPORTS 2015 RESULTS; ANNOUNCES INVERNESS REINVESTMENT; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated. Results reflect combined company performance following completion of merger with Ainsworth Lumber Co. Ltd. (Ainsworth) on March 31, 2015 and all prior period comparatives have been restated.

2015 HIGHLIGHTS

• Full-year adjusted EBITDA of $122 million; adjusted loss of $0.17 per diluted share

• Completed merger with Ainsworth, creating the largest global OSB producer

• Captured $18 million in merger synergies ($27 million annualized) to-date, more than half of $45 million total commitment

• Record annual production at six mills; production volume up 4%

• Achieved $43 million in Margin Improvement Program gains

• Returned $40 million in dividends to shareholders in 2015; declared quarterly dividend of CAD $0.10 per share to shareholders of record on March 1, 2016

• Approved $135 million investment to modernize Inverness, Scotland OSB mill

TORONTO, ON (January 28, 2016) – Norbord Inc. (TSX: NBD) today reported Adjusted EBITDA of $57 million for the fourth quarter of 2015 versus $30 million in the prior quarter and $14 million in the fourth quarter of 2014. For the full-year 2015, Norbord recorded Adjusted EBITDA of $122 million compared to $115 million in 2014 as higher shipment volumes and a number of cost improvements offset lower oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $95 million compared to $82 million in the prior year and European operations delivered Adjusted EBITDA of $38 million versus $47 million in the prior year.

“2015 was a significant year in many respects for Norbord, even though our progress is just starting to become visible in our sequential quarterly results,” said Peter Wijnbergen, Norbord’s President and CEO. “We completed our merger with Ainsworth in March to form the world’s largest OSB company and have since been focused on delivering the synergies from this combination. We have captured $27 million in annualized synergies to-date and I am confident in our ability to deliver the full $45 million target by the end of 2016.”

“Norbord’s mills in both North America and Europe continued to deliver strong operational results in 2015, with six mills setting annual production records. We achieved $43 million in Margin Improvement Program gains, reflecting the ongoing effort across our company to reduce manufacturing costs and increase productivity. US housing continues to recover at a gradual pace and we finished 2015 with a stronger than expected North American market. North American OSB demand continues to grow and sales to our home construction, home improvement and industrial customers are all increasing.”

“In Europe, our panel business delivered its 23rd consecutive quarter of stable EBITDA. Sales volumes in our key UK and German markets continue to improve as OSB market share gains versus plywood accelerate. With the merger integration now well advanced and positive momentum in our North American business, the time is right to embark on the next phase of our growth plans – I am pleased to announce that our Board has approved a $135 million capital investment to modernize and expand our Inverness, Scotland OSB mill to serve rapidly growing customer demand in Europe.”

Norbord recorded Adjusted earnings of $16 million or $0.19 per share (basic and diluted) in the fourth quarter of 2015 versus an Adjusted loss of $4 million or $0.05 per share in the third quarter of 2015 and an Adjusted loss of $16 million or $0.18 per share in the fourth quarter of 2014. Despite a much stronger fourth quarter result, for the full year 2015 the Company recorded an Adjusted loss of $14 million or $0.17 per share compared to an Adjusted loss of $17 million or $0.20 per share in 2014 due to a number of one-time merger-related expenses. Adjusted earnings/losses exclude non-recurring items and use a normalized income tax rate:

$ millions	Q4-2015			Q3-2015			Q4-2014			2015			2014
Earnings (loss)		13			(9	)		(26	)		(56	)		(39	)
Adjust for:
Ainsworth merger transaction costs		—			—			9			8			10
Costs to achieve Ainsworth merger synergies		3			—			—			7			—
Costs on early extinguishment of Ainsworth Notes		—			—			—			25			—
Revaluation loss on Ainsworth Notes		—			—			13			24			39
Costs on terminated LP acquisition		—			—			—			—			2
Reported income tax expense (recovery)		6			3			(18	)		(27	)		(35	)
Adjusted pre-tax earnings (loss)		22			(6	)		(22	)		(19	)		(23	)
Income tax (expense) recovery at statutory rate		(6	)		2			6			5			6
Adjusted earnings (loss)		16			(4	)		(16	)		(14	)		(17	)

Market Conditions

In North America, US housing starts were approximately 1.11 million in 2015, up 11% from 1.00 million in 2014. Permits were 12% higher year-over-year. Single family starts, which use approximately three times more OSB than multifamily, increased by 10%. US housing economists are forecasting 2016 starts of approximately 1.25 million, which suggests a further 13% year-over-year improvement.

According to APA – The Engineered Wood Association, North American OSB production increased by 2.4% in 2015 to approximately 20.4 Bsf (3/8-inch basis) and plywood production decreased by 1.1%. An apparent inventory destocking in the supply chain during the first half of the year, as well as lower export volumes due to the stronger US dollar, meant that stronger North American OSB consumption did not all translate into increased demand on OSB mills in 2015. However, demand improved in the second half of the year and this drove higher OSB prices.

In the fourth quarter of 2015, North Central benchmark OSB prices averaged $242 per thousand square feet (Msf) (7/16-inch basis), up $38 from the prior quarter and $26 from the fourth quarter of 2014. In the South East region, where approximately 35% of Norbord’s North American OSB capacity is located, prices averaged $221 per Msf in the quarter, up $45 from the prior quarter and $11 from the fourth quarter of 2014. In the Western Canada region, where approximately 30% of Norbord’s North American capacity is located, prices averaged $204 per Msf in the quarter, compared to $158 in the previous quarter and $172 in the same quarter last year.

The North Central benchmark OSB price averaged $209 per Msf in 2015 compared to $218 in 2014, a 4% decrease. North Central prices improved as the year progressed – from a low of $175 per Msf in April to a high of $257 in November, finishing the year at $230. South East benchmark prices were largely unchanged, averaging $187 per Msf compared to $188 in the prior year. Western Canadian benchmark prices averaged $169 per Msf, compared to $196 in the prior year.

Norbord’s core European panel markets in the UK and Germany all experienced strong demand growth in 2015 and the economic fundamentals in these regions continue to recover. The UK, where three of Norbord’s four European mills are located, led the recovery with unemployment remaining below 6%, GDP growth of over 2% and housing starts increased by 6% compared to the prior year, supported by improved consumer confidence. In Germany, Norbord’s largest Continental European market, housing starts increased for the seventh consecutive year.

Full-year 2015 average European panel prices were 10% lower than 2014. Continental OSB prices recovered in the second half of the year. Particleboard prices were steady while medium density fibreboard (MDF) prices (which are less directly impacted by the recovering housing sector) declined modestly.

Performance

North American OSB shipments for the fourth quarter were up 4% versus the third quarter and 11% versus the same quarter last year due to increased demand. Shipments for the full year increased 4% compared to the prior year. For the full year, Norbord’s operating OSB mills produced at 88% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec), up from 84% in 2014 and in line with the increase in shipments. Annual production records were achieved at four of the Company’s North American OSB mills.

Norbord’s full-year North American OSB cash production costs per unit decreased 9% versus 2014 due to lower raw material use and resin prices, increased production volume and the weaker Canadian dollar.

In Europe, shipments increased 5% over the prior year. Production was 3% higher as Norbord’s panel mills ran on full operating schedules in 2015, excluding maintenance and holiday shutdowns. The European mills produced at 97% of stated capacity in 2015, compared to 94% in 2014. Annual production records were achieved at one OSB mill and both the particleboard and MDF lines.

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $43 million in 2015, primarily from improved productivity and lower raw material use. Merger synergies and paybacks on recent investments in fines screening technology also contributed to this year’s strong MIP result. MIP gains are measured relative to the prior year at constant prices and exchange rates.

Capital investments totaled $70 million in 2015 and included fines screening projects at two mills, wood-handling projects at another two mills and additional work to rebuild the press line at the curtailed Huguley, Alabama mill. Given the slower than expected pace of the US housing recovery, the press refurbishment at Huguley continues, but at a slow pace. Norbord’s 2016 planned capital expenditures are targeted at $75 million and include further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy. This target does not include spending for the strategic investment to modernize the Inverness OSB mill.

Operating working capital increased by $19 million during the year to $125 million at year-end. Working capital continues to be managed at minimal levels across the Company and the year-over-year increase was largely driven by accrued transaction costs related to the merger at year-end 2014.

At year-end, Norbord had unutilized liquidity of $344 million, consisting of $9 million in cash and $335 million in unused credit lines. At year-end, $30 million was drawn under the accounts receivable securitization program. The Company’s tangible net worth was $724 million and net debt to total capitalization on a book basis was 51%. Both ratios remain well within bank covenants.

Inverness Project

Norbord also announced today that its Board of Directors has approved a $135 million (£95 million) investment to modernize and expand its OSB mill in Inverness, Scotland, nearly doubling its capacity to 720 million square feet (MMsf) (3/8-inch basis) (640,000 cubic metres). The project will involve the installation of modern continuous press technology on a new production line to replace two smaller, dated multi-opening presses. It will build upon the mill’s access to the most competitive wood fibre basket in western Europe and the existing infrastructure at the Inverness site. Investment returns will be driven by lower manufacturing costs and the flexibility to produce a broader selection of panel products to serve the European marketplace. Demand for OSB in Norbord’s key western European markets has been growing at a cumulative average rate of 9% over the past four years, driven by accelerating substitution away from higher cost, imported plywood. The Company’s European mills are running at full capacity, and with direct road, rail and port access at Inverness, the 325 MMsf of incremental capacity from the project will position Norbord to meet this growing demand and continue to efficiently serve its customers across the UK and on the European continent. The government of Scotland is investing up to €15 million (£12 million) in the project through a development grant from the Highlands & Islands Enterprise. Norbord expects the new line to come online in the second half of 2017, with no disruption to existing production capacity in the interim.

Added Mr. Wijnbergen: “Our European business is a source of diversification that is unique to Norbord among OSB producers, and brings stability to our earnings through the business cycle. This is an important strategic investment, focused on the fastest-growing market for OSB, and will make our already strong European business a more meaningful part of our financial results.”

Dividend

The Board of Directors declared a quarterly dividend of CAD $0.10 per common share, payable on March 21, 2016 to shareholders of record on March 1, 2016.

Norbord’s variable dividend policy targets the payment to shareholders of a portion of free cash flow based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors. The Board retains the discretion to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

Additional Information

Norbord’s year-end 2015 letter to shareholders, news release, management’s discussion and analysis, annual consolidated audited financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. The Company has also made available on its website presentation materials containing certain historical and forward-looking information relating to Norbord, including materials that contain additional information about the Company’s financial results. Shareholders are encouraged to read this material.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Thursday, January 28, 2016 at 11:00 a.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until February 26, 2016 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 3647171. Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.6 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined by applicable securities legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, forward-looking statements can be identified by the use of words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; risks inherent to product concentration and cyclicality; effects of competition and product pricing pressures; risks inherent to customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent to a capital intensive industry; ability to realize synergies; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2016 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2015 Management’s Discussion and Analysis dated January 27, 2016.

Norbord defines Adjusted EBITDA as earnings (loss) determined in accordance with International Financial Reporting Standards (IFRS) before finance costs, income taxes, depreciation and amortization, and other unusual or non-recurring items, and adjusted earnings (loss) as earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Adjusted EBITDA and adjusted earnings (loss) are non-IFRS financial measures, do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s 2015 Management’s Discussion and Analysis dated January 27, 2016 for a quantitative reconciliation of Adjusted EBITDA and adjusted earnings (loss) to earnings (the most directly comparable IFRS measure).

EX-99.24

Exhibit 99.24

News Release

NORBORD PROVIDES UPDATE ON VAL-D’OR, QUEBEC OSB MILL

TORONTO, ON (January 18, 2016) – Norbord Inc. (TSX: NBD) today announced that the Quebec Minister of Forests, Wildlife and Parks has terminated the wood license associated with its curtailed Val-d’Or, Quebec OSB mill. Production at the Val-d’Or mill was indefinitely suspended in 2012 following persistently weak North American housing market conditions and lower demand for OSB. This development is not expected to have any impact on the Company’s financial results.

“This is disappointing news, but in the bigger picture, we firmly believe that our Val-d’Or mill is the best alternative for the aspen pulpwood in that region,” said Peter Wijnbergen, Norbord’s President and CEO. “Unfortunately, market conditions do not yet justify a restart at Val-d’Or, but we are exploring options for the mill and are committed to a restart once market conditions are supportive. The Ministry has confirmed we can reapply for a wood license when we are ready to restart the mill.”

Norbord is the world’s largest OSB producer and continues to operate in the Abitibi region at its La Sarre, Quebec OSB mill. Since 2012, the Company has invested and committed capital in excess of US$35 million to optimize that mill’s capacity and ensure its long-term competitiveness.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; ability to realize synergies; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015 and Q3 2015 Management’s Discussion and Analysis dated October 29, 2015.

EX-99.25

Exhibit 99.25

News Release

NORBORD REPORTS THIRD QUARTER 2015 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated. Results reflect combined company performance following completion of merger with Ainsworth Lumber Co. Ltd. (Ainsworth) on March 31, 2015 and all prior period comparatives have been restated.

Q3 2015 HIGHLIGHTS

• Adjusted EBITDA of $30 million versus $19 million in both Q2 2015 and Q3 2014

• Margin improvement program delivered gains of $34 million year-to-date

• Captured merger synergies of $5 million ($20 million annualized) year-to-date

• Record quarterly production at three mills

• Declared quarterly dividend of CAD $0.10 per share

TORONTO, ON (October 30, 2015) – Norbord Inc. (TSX: NBD) today reported Adjusted EBITDA of $30 million in the third quarter of 2015 compared to $19 million in both the second quarter of 2015 and third quarter of 2014. The increase versus the two comparative periods is primarily due to higher shipment volumes and a number of cost improvements. North American operations generated Adjusted EBITDA of $22 million in the quarter compared to $11 million in both the prior quarter and the same quarter last year. European operations delivered Adjusted EBITDA of $11 million in the quarter versus $10 million in the prior quarter and $11 million in the same quarter last year.

“Our improved financial results reflect the excellent operational performance of our North American and European mills,” said Peter Wijnbergen, Norbord’s President and CEO. “Our continued focus on controllables has generated $24 million more EBITDA year-to-date from increased productivity and lower raw materials usage. These improvements are positively impacting our manufacturing costs along with lower resin prices and the weaker Canadian dollar. North American housing demand continues to grow and sales to our home construction, home improvement and industrial customers are all increasing. While the recent increase in North American OSB prices is not yet visible in our financial results due to the lag effect of maintaining an order file, we will see this benefit in the fourth quarter.”

“In Europe, our panel business delivered another solid quarter. Sales volumes in our key UK and German markets continue to improve and are offsetting the impact of lower OSB prices and the weaker Euro. Encouragingly, we believe we have finally seen a bottom in the downward OSB price trend on the Continent.”

“Finally, we have made steady progress on our integration efforts following our merger with Ainsworth six months ago. To date, we have captured $20 million of our $45 million annualized synergies target, with further operational and sales/logistics benefits to come by year-end.”

Norbord recorded an adjusted loss of $4 million or $0.05 per share (basic and diluted) in the third quarter of 2015 compared to an adjusted loss of $12 million or $0.14 per share (basic and diluted) in the prior quarter and $11 million or $0.13 per share (basic and diluted) in the third quarter of 2014. Adjusted losses exclude non-recurring items and use a normalized income tax rate:

$ millions	Q3-2015			Q2-2015			Q3-2014
Reported loss		(9	)		(23	)		(29	)
Adjust for:
Ainsworth merger transaction costs		—			1			1
Costs to achieve Ainsworth merger synergies		—			3			—
Costs on early extinguishment of Ainsworth Notes		—			25			—
Revaluation loss on Ainsworth Notes		—			—			28
Reported income tax expense (recovery)		3			(22	)		(15	)
Income tax recovery at statutory rate		2			4			4
Adjusted loss		(4	)		(12	)		(11	)

Market Conditions

In North America, September year-to-date US housing starts were up 12% versus the same period in 2014 and the current seasonally-adjusted annualized rate is 1.21 million. Single family starts, which use approximately three times more OSB than multi-family, increased by 11%. Permits were 13% higher year-to-date. The consensus forecast from US housing economists is approximately 1.1 million starts for 2015, which would be a 10% improvement over last year.

After bottoming in early August, North American benchmark OSB prices increased steadily during the remainder of the quarter as US new home construction activity and OSB demand continued to improve. The North Central benchmark OSB price averaged $204 per thousand square feet (Msf) (7/16-inch basis) for the quarter, compared to $193 per Msf in the previous quarter and $216 per Msf in the same quarter last year. In the South East region, where approximately 35% of Norbord’s North American OSB capacity is located, benchmark prices were largely unchanged, averaging $176 per Msf compared to $174 per Msf in the prior quarter and $177 per Msf in the same quarter last year. The Western Canada benchmark averaged $158 per Msf for the quarter, compared to $152 per Msf in the previous quarter and $187 per Msf in the same quarter last year.

In Europe, panel demand continues to grow, reflecting improving housing markets and OSB substitution in the Company’s core geographies, particularly the UK and Germany. OSB prices remained under pressure year-over-year as eastern European supply was redirected toward the west due to the ongoing Ukraine conflict, but were flat quarter-over-quarter for the first time in 12 months. Particleboard prices remained steady, while medium density fibreboard (MDF) prices were down slightly. As a result, third quarter average panel prices were in line with the prior quarter and 10% lower than the same quarter last year.

Performance

North American OSB shipments increased 2% quarter-over-quarter and year-to-date and 3% year-over-year, primarily due to increased mill productivity and fewer maintenance shuts.

Norbord’s operating North American OSB mills produced at approximately 90% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec), unchanged from the prior quarter and up from 85% in the same quarter last year. Mill productivity improved year-over-year with capacity utilization impacted by the timing of maintenance shuts. Two mills achieved quarterly production records.

Norbord’s North American OSB cash production costs per unit decreased by 4% compared to the prior quarter, 14% versus the same quarter last year and 9% year-to-date. Unit costs declined due to improved productivity, lower raw material use and resin prices, fewer maintenance shuts and the weaker Canadian dollar.

In Europe, Norbord’s shipments increased 3% versus the prior quarter, 5% versus the same quarter last year and 4% year-to-date. One mill achieved a quarterly production record and the European operations produced at approximately 100% of stated capacity, unchanged from both the prior quarter and the same quarter last year (90% based on restated capacity disclosed at year-end 2014).

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $34 million year-to-date primarily from improved productivity and lower raw material use. MIP gains are measured relative to the prior year at constant prices and exchange rates.

Capital investments totaled $43 million year-to-date, down from $88 million in 2014 due to the larger scope of capital projects undertaken last year. Norbord’s 2015 planned capital expenditures remain targeted at $70 million and include further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

Operating working capital was $145 million at quarter-end compared to $151 million in the prior quarter and $121 million at the end of the same quarter last year with changes primarily driven by the timing of both payments and maintenance shuts.

At quarter-end, Norbord had unutilized liquidity of $323 million, consisting of $2 million in cash and $321 million in unused credit lines. At quarter-end, $44 million was drawn under the accounts receivable securitization program. The Company’s tangible net worth was $722 million and net debt to capitalization on a book basis was 51%. Both ratios remain well within bank covenants.

Dividend

The Board of Directors declared a quarterly dividend of CAD $0.10 per common share, payable on December 21, 2015 to shareholders of record on December 1, 2015.

Norbord’s variable dividend policy targets the payment to shareholders of a portion of free cash flow based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors. The Board retains the discretion to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

Normal Course Issuer Bid

Norbord also announced today that the Toronto Stock Exchange (TSX) has accepted its notice of intention to conduct a normal course issuer bid in accordance with TSX rules. Under the bid, Norbord may purchase up to 4,270,085 of its common shares, representing 5% of the Company’s issued and outstanding common shares of 85,401,715 as of October 20, 2015, pursuant to TSX rules.

Purchases under the bid may commence on November 3, 2015, and will terminate on the earlier of November 2, 2016, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by Norbord of termination of the bid. Purchases will be made on the open market by Norbord through the facilities of the TSX or alternative trading systems, if eligible, in accordance with the requirements of the TSX and applicable Canadian securities laws. The price that Norbord will pay for any such common shares will be the market price of such shares at the time of acquisition. Common shares purchased under the bid will be cancelled. Norbord’s average daily trading volume on the TSX during the last six calendar months was 198,359 common shares. Daily purchases of common shares will not exceed 49,589 subject to the Company’s ability to make “block” purchases under the rules of the TSX. Norbord did not acquire any common shares in the past 12 months.

Norbord believes that the market price of its common shares at certain times may be attractive and that the purchase of these common shares from time to time would be an appropriate use of Norbord’s funds in light of potential benefits to remaining shareholders.

From time to time, when Norbord does not possess material non-public information about itself or its securities, it may enter into an automatic purchase plan with its broker to allow for the purchase of common shares at times when Norbord ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with Norbord’s broker will be adopted in accordance with applicable Canadian securities laws.

Additional Information

Norbord’s Q3 2015 letter to shareholders, news release, management’s discussion and analysis, consolidated unaudited interim financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. The Company has also made available on its website presentation materials containing certain historical and forward-looking information relating to Norbord, including materials that contain additional information about the Company’s financial results. Shareholders are encouraged to read this material.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Friday, October 30, 2015 at 11:00 a.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until November 29, 2015 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 851175. Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; ability to realize synergies; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015 and Q3 2015 Management’s Discussion and Analysis dated October 29, 2015.

Norbord defines Adjusted EBITDA as earnings (loss) before finance costs, income taxes, depreciation and other unusual or non-recurring items, and adjusted earnings (loss) as earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Adjusted EBITDA and adjusted earnings (loss) are non-International Financial Reporting Standards (IFRS) financial measures, do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s Q3 2015 Management’s Discussion and Analysis dated October 29, 2015 for a quantitative reconciliation of Adjusted EBITDA and adjusted earnings (loss) to earnings (the most directly comparable IFRS measure).

EX-99.26

Exhibit 99.26

News Release

NORBORD REPORTS SECOND QUARTER 2015 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated. Results reflect combined company performance following completion of merger with Ainsworth Lumber Co. Ltd. (Ainsworth) and all prior period comparatives have been restated.

Q2 2015 HIGHLIGHTS

• Merger with Ainsworth completed on March 31, 2015

• Captured merger synergies of $4 million (annualized); on track to reach 50% run rate of $45 million target by year-end

• Adjusted EBITDA of $18 million compared to $14 million in the first quarter

• Record quarterly production at four mills

• Margin improvement program gains of $21 million year-to-date

• Declared quarterly dividend of CAD $0.10 per share

TORONTO, ON (July 30, 2015) – Norbord Inc. (TSX: NBD) today reported Adjusted EBITDA of $18 million in the second quarter of 2015 compared to $14 million in the first quarter of 2015 and $46 million in the second quarter of 2014. The year-over-year change is primarily due to lower North American oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $11 million in the quarter, unchanged from the prior quarter and compared to $37 million in the same quarter last year. European operations delivered Adjusted EBITDA of $10 million in the quarter versus $7 million in the prior quarter and $12 million in the same quarter last year.

“The poor North American OSB demand/capacity ratio continued to impact OSB prices in the second quarter,” said Peter Wijnbergen, Norbord’s President and CEO. “We curtailed production at several mills in response to the slower than expected rebound in new home construction demand. However, the May and June US housing data was encouraging, we are starting to see a pick-up in export orders and our sales to home improvement and industrial customers continue to grow. All this supports our belief that the OSB market dynamic will gradually improve in the coming quarters. In the meantime, our manufacturing costs continue to decline as we focus on our controllables and benefit from lower resin prices and the weaker Canadian dollar.”

“In Europe, our financial results are back on track, returning to their trend of generating double-digit quarterly EBITDA. Improving sales volumes in our key markets, particularly the UK, are offsetting the impact of lower OSB prices and the weaker Euro.”

“Finally, we remain focused on our integration efforts following the completion of our merger with Ainsworth four months ago. Of our $45 million annualized synergies target, we have already realized $4 million from early initiatives. Our sales and financial systems were recently integrated, and we remain on track to achieve half of our synergies target by year-end.”

1

Norbord recorded an adjusted loss of $13 million or $0.15 per share (basic and diluted) in the second quarter of 2015 compared to an adjusted loss of $15 million or $0.18 per share (basic and diluted) in the prior quarter and adjusted earnings of $9 million or $0.11 per basic share ($0.10 per diluted share) in the second quarter of 2014. Adjusted earnings exclude non-recurring items and use a normalized income tax rate:

$ millions	Q2-2015			Q1-2015			Q2-2014
Reported (loss) earnings		(23	)		(37	)		23
Costs related to Ainsworth merger		3			7			—
Costs on early extinguishment of Ainsworth Notes(1)		25			—			—
Revaluation gain (loss) on Ainsworth Notes		—			23			(10	)
Reported income tax recovery		(22	)		(14	)		(1	)
Income tax recovery (expense) at statutory rate		4			6			(3	)
Adjusted (loss) earnings		(13	)		(15	)		9

⁽¹⁾ See Developments section for further information.

Market Conditions

In North America, June year-to-date US housing starts were up 11% versus the same period in 2014. Single family starts, which use approximately three times more OSB than multi-family, increased by 9%. Permits were 16% higher year-over-year and the seasonally-adjusted annualized rate stands at 1.34 million. The consensus forecast from US housing economists is 1.1 million starts for 2015, which would be a 10% improvement over last year.

Despite improving US new home construction activity, prices continue to be impacted by the poor OSB demand/capacity ratio. While North Central, South East and Western Canada benchmark OSB prices all increased earlier in the quarter, this upward momentum flattened in June. The North Central benchmark OSB price averaged $193 per thousand square feet (Msf) (7/16-inch basis) for the quarter, unchanged from the previous quarter and compared to $219 per Msf in the same quarter last year. In the South East region, where approximately 35% of Norbord’s North American OSB capacity is located, benchmark prices averaged $174 per Msf compared to $175 per Msf in the prior quarter and $199 per Msf in the same quarter last year. The Western Canada benchmark averaged $152 per Msf for the quarter, compared to $159 per Msf in the previous quarter and $206 per Msf in the same quarter last year.

In Europe, panel demand continues to grow, reflecting improving housing markets and OSB substitution in the Company’s core geographies, particularly the UK and Germany. However, OSB prices remain under pressure due to the weaker Euro and the redirection of eastern European supply toward the west as a result of the ongoing Ukraine conflict. Particleboard prices remained steady, while medium density fibreboard (MDF) prices were down slightly. As a result, second quarter average panel prices were down 3% from the prior quarter and 12% lower than the same quarter last year.

Performance

North American OSB shipments increased by 10% quarter-over-quarter, primarily due to increased productivity and more fiscal days in the second quarter. Second quarter shipments were in line with the same quarter last year as improved mill productivity offset production curtailments.

Norbord’s operating North American OSB mills produced at approximately 90% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec) compared to 85% in the prior quarter and 90% in the same quarter last year. Mill productivity improved over both comparative quarters with capacity utilization impacted by the level of production curtailments.

2

Norbord’s North American OSB cash production costs per unit decreased by 5% compared to the prior quarter and 7% versus the same quarter last year due to lower resin prices, improved productivity and lower raw material use. The year-over-year decline was also driven by the weaker Canadian dollar.

In Europe, Norbord’s shipments were 3% higher versus the prior quarter and 11% higher than the same quarter last year. Three of the four mills achieved quarterly production records and the European operations produced at approximately 100% of stated capacity compared to 95% in the prior quarter and 95% in the same quarter last year (based on restated capacity). As previously reported, at year-end 2014 the annual capacity at three of the four mills was restated.

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $21 million year-to-date primarily from improved productivity and lower raw material use.

Capital investments totaled $28 million year-to-date compared to $53 million in 2014 due to the larger scope of capital projects undertaken last year. Norbord’s 2015 planned capital expenditures remain targeted at $70 million and include further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

Operating working capital was $151 million at quarter-end compared to $146 million in the prior quarter and $158 million at the end of the same quarter last year with changes primarily driven by seasonality, timing and foreign exchange translation.

At quarter-end, Norbord had unutilized liquidity of $326 million, consisting of $10 million in cash and $316 million in unused credit lines. At quarter-end, $50 million was drawn under the accounts receivable securitization program. The Company’s tangible net worth was $738 million and net debt to total capitalization on a book basis was 50%. Both ratios remain well within bank covenants. As previously disclosed, following the Ainsworth merger Norbord amended its revolving bank lines to reset the tangible net worth covenant to $450 million and increased its accounts receivable securitization program commitment limit from $100 million to $125 million.

Developments

As previously announced, Norbord completed its merger with Ainsworth on March 31, 2015. Under the terms of the all-share transaction, Norbord acquired all of the outstanding common shares of Ainsworth and Ainsworth shareholders received 0.1321 of a share of Norbord for each Ainsworth share. Ainsworth became a wholly-owned subsidiary of Norbord.

On April 16, 2015, Norbord completed the issuance of $315 million in senior secured notes due 2023 with an interest rate of 6.25%. Debt issue costs of $6 million were incurred in connection with the issuance. The Company used the proceeds to redeem prior to maturity the $315 million senior secured notes due 2017 that were assumed upon closing of the merger on March 31, 2015. As a result of the early redemption, a cash premium of $13 million was paid, a $1 million non-cash charge related to net unamortized debt issue costs was recorded and an $11 million non-cash charge to extinguish the related derivative financial instrument was recognized.

Dividend

Norbord’s variable dividend policy targets the payment to shareholders of a portion of free cash flow based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s revolving bank lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors.

3

Taking into account weaker than expected North American OSB prices to-date in 2015, to maintain flexibility in the Company’s capital structure, as well as to fund growth and other attractive capital investment opportunities, the Board of Directors has adjusted the quarterly dividend level to CAD $0.10 per common share. Accordingly, the Board declared a quarterly dividend of CAD $0.10 per common share, payable on September 21, 2015 to shareholders of record on September 1, 2015.

The Board retains the discretion to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

Additional Information

Norbord’s Q2 2015 letter to shareholders, news release, management’s discussion and analysis, consolidated unaudited interim financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. Shareholders are encouraged to read this material.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Thursday, July 30, 2015 at 11:00 a.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until August 28, 2015 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 7893223. Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

4

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; ability to realize synergies; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015 and Q2 2015 Management’s Discussion and Analysis dated July 29, 2015.

Norbord defines Adjusted EBITDA as earnings (loss) before finance costs, income taxes, depreciation and other unusual or non-recurring items, and adjusted earnings (loss) as earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Adjusted EBITDA and adjusted earnings (loss) are non-International Financial Reporting Standards (IFRS) financial measures, do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s Q2 2015 Management’s Discussion and Analysis dated July 29, 2015 for a quantitative reconciliation of Adjusted EBITDA and adjusted earnings (loss) to earnings (the most directly comparable IFRS measure).

5

EX-99.27

Exhibit 99.27

News Release

NORBORD INC. ANNOUNCES ELECTION OF BOARD OF DIRECTORS

TORONTO, ON (May 12, 2015) – Norbord Inc. (TSX: NBD) announced results from its 2015 annual meeting of shareholders held earlier today. All of the eight nominees listed in the Corporation’s Management Proxy Circular dated April 6, 2015 proposed by management for election to the Board of Directors at the annual meeting of shareholders were acclaimed. The Directors will remain in office until the next annual meeting of shareholders or until their successors are elected or appointed. The proxies received by management were as follows:

	Votes in Favour		Votes Withheld
Name	#	%	#	%
Jack L. Cockwell	62,068,699	92.34	5,146,766	7.66
Pierre Dupuis	66,216,324	98.51	999,141	1.49
Paul E. Gagné	66,234,747	98.54	980,718	1.46
J. Peter Gordon	62,331,438	92.73	4,884,027	7.27
Paul A. Houston	66,023,013	98.23	1,192,452	1.77
J. Barrie Shineton	62,274,012	92.65	4,941,453	7.35
Denis A. Turcotte	66,207,565	98.50	1,007,900	1.50
Peter C. Wijnbergen	62,670,171	93.24	4,545,294	6.76

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

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Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

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EX-99.28

Exhibit 99.28

News Release

NORBORD REPORTS FIRST QUARTER 2015 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated. Results reflect Norbord’s Q1 2015 standalone performance; combined results reflecting the March 31, 2015 merger with Ainsworth will commence in Q2 2015.

Q1 2015 HIGHLIGHTS

• Merger with Ainsworth completed on March 31, 2015

• Ainsworth $315 million bonds refinanced in April at 6.25% coupon

• Adjusted EBITDA of $10 million

• Record quarterly production at Joanna, South Carolina mill

• Margin improvement program gains of $7 million

• Declared quarterly dividend of CAD $0.25 per share

TORONTO, ON (May 1, 2015) – Norbord Inc. (TSX: NBD) today reported Adjusted EBITDA of $10 million in the first quarter of 2015 compared to $15 million in the fourth quarter of 2014 and $27 million in the first quarter of 2014. The change versus both comparative periods is primarily due to lower North American benchmark oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $6 million in the quarter, unchanged from the prior quarter and compared to $17 million in the same quarter last year. European operations delivered Adjusted EBITDA of $7 million in the quarter versus $11 million in the prior quarter and $13 million in the same quarter last year.

“Our first quarter results reflect continued weak North American OSB prices and another severe winter that held back homebuilding activity and OSB demand,” said Peter Wijnbergen, Norbord’s President and CEO. “Still, our operations continued to deliver manufacturing cost reductions and margin improvement program gains, even as we curtailed production at several mills in response to lower-than-expected demand. In spite of the slower start to the year, US housing starts are forecasted to reach the 1.15 million range for 2015, supporting my belief that OSB demand will continue to increase as the year unfolds. The impact of lower oil prices on resin and the benefit of a weaker Canadian dollar for our now larger portfolio of Canadian mills will provide a cost advantage in the quarters ahead.”

“In Europe, our financial results were impacted by continued pressure on OSB prices and the weaker Euro. However, the lower prices are accelerating substitution against plywood and we continue to increase our sales volumes in our key markets such as the UK where housing starts and home sales are improving.”

“Finally, we are pleased to have completed the merger with Ainsworth, making Norbord a leading global wood products company active on three continents. Our integration efforts are well underway and we are implementing our plan to realize the annual synergies target of $45 million.”

Norbord recorded a loss of $6 million or $0.11 per share (basic and diluted) in the first quarter of 2015 compared to earnings of $3 million or $0.06 per share (basic and diluted) in the prior quarter and earnings of $7 million or $0.13 per share (basic and diluted) in the first quarter of 2014. Reported earnings in the current and comparative quarters included the following one-time items:

$ millions	Q1-2015			Q4-2014			Q1-2014
Earnings before one-time items		(2	)		1			7
Costs related to Ainsworth merger		(4	)		(5	)		—
Non-recurring income tax recoveries		—			7			—
Earnings, as reported		(6	)		3			7

Market Conditions

In North America, March year-to-date US housing starts were up 4% versus the same period in 2014. Permits were 8% higher year-over-year. Single family starts, which use approximately three times more OSB than multi-family, increased by 5%. The consensus forecast from US housing economists stands at 1.15 million starts for 2015, which would be a 14% improvement over last year.

New home construction activity was held back during the quarter by the extreme cold weather conditions experienced across much of the continent this winter, driving softer OSB demand. As a result, benchmark OSB prices remained under pressure in the first quarter. The North Central benchmark OSB price averaged $193 per thousand square feet (Msf) (7/16-inch basis) for the quarter compared to $216 per Msf in the previous quarter and $219 per Msf in the same quarter last year. In the South East region, where more than half of Norbord’s North American OSB capacity is located, benchmark prices averaged $175 per Msf compared to $181 per Msf in the prior quarter and $193 per Msf in the same quarter last year.

In Europe, panel markets continued to experience demand growth in the first quarter, reflecting improving housing markets and continued OSB substitution in the Company’s core geographies, particularly the UK and Germany. However, OSB prices remain under pressure and were down 9% quarter-over-quarter and 18% year-over-year as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine and the collapse of the Russian ruble. Prices for the Company’s other products remained steady. As a result, first quarter average panel prices were down 4% from the prior quarter and 9% lower than the same quarter last year.

Performance

North American OSB shipments decreased by 8% quarter-over-quarter, primarily due to fewer fiscal days versus the prior quarter. First quarter shipments were in line with the same quarter last year as improved mill productivity offset a reduced production schedule.

Norbord’s operating North American OSB mills produced at approximately 100% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec) compared to 95% in the prior quarter and 100% in the same quarter last year. Year-over-year, capacity utilization was unchanged as improved productivity was offset by additional production curtailments.

Norbord’s North American OSB cash production costs per unit (before mill profit share) decreased by 3% compared to the prior quarter. Lower resin prices and fewer maintenance shutdown days were partially offset by the impact of fewer fiscal days in the quarter. Unit costs decreased by 4% versus the same quarter last year as increased productivity, lower resin prices and improved raw material usages more than offset the impact of a reduced production schedule.

In Europe, Norbord’s shipments were 6% higher versus the prior quarter and in line with the same quarter last year. The European mills produced at approximately 95% of stated capacity in the quarter compared

to 105% in the prior quarter and 110% in the same quarter last year. Capacity utilization declined compared to both comparative quarters primarily due to the previously reported restatement of the 2015 annual capacity at three of the four mills by an aggregate increase of 170 MMsf (3/8-inch basis) to reflect recent capital investments and improved efficiency.

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $7 million in the quarter from improved productivity and raw material use.

Capital investments totaled $10 million in the first quarter and are currently targeted at $70 million for the full year 2015 for the combined company. This year’s planned capital expenditures include further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

Operating working capital was $100 million at quarter-end compared to $65 million at year-end and $93 million at the end of the same quarter last year. Working capital increased quarter-over-quarter for the usual seasonal reasons, including log inventory builds in North America.

At quarter-end, Norbord had unutilized liquidity of $298 million, consisting of $4 million in cash and $294 million in unused credit lines. At quarter-end, $45 million was drawn under the accounts receivable securitization program. The Company’s tangible net worth was $388 million and net debt to total capitalization on a book basis was 53%. Both ratios remain well within bank covenants.

Dividend

The Board of Directors declared a quarterly dividend of CAD $0.25 per common share, payable on June 21, 2015 to shareholders of record on June 1, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board retains the discretion to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board will not decide to suspend or discontinue the payment of cash dividends in the future.

Developments

On March 31, 2015, subsequent to quarter-end, Norbord completed its merger with Ainsworth Lumber Co. Ltd. (Ainsworth). Under the terms of the all-share transaction, Norbord acquired all of the outstanding common shares of Ainsworth and Ainsworth shareholders received 0.1321 of a share of Norbord for each Ainsworth share. Consequently, 31.8 million Norbord common shares were issued to Ainsworth shareholders, bringing the combined company’s total number of shares outstanding to 85.3 million. Ainsworth is now a wholly-owned subsidiary of Norbord.

Subsequent to quarter-end, Norbord amended its $245 million in revolving bank lines to reset the tangible net worth covenant to $450 million to reflect the Ainsworth merger and extend the maturity date for $225 million of the total aggregate commitment to May 2018. The remaining $20 million commitment matures in May 2016. Norbord also increased its accounts receivable securitization program commitment limit from $100 million to $125 million to reflect the Ainsworth merger.

Annual Meeting of Shareholders

Norbord’s Annual Meeting of Shareholders will be held on Tuesday, May 12, 2015 at 10:00 a.m. A live webcast of the meeting will be available and can be accessed via www.norbord.com or www.newswire.ca.

Additional Information

Norbord’s Q1 2015 letter to shareholders, news release, management’s discussion and analysis, consolidated unaudited interim financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. Shareholders are encouraged to read this material.

Since the Norbord-Ainsworth merger was completed subsequent to quarter-end, Ainsworth’s Q1 2015 management’s discussion and analysis, consolidated unaudited interim financial statements and notes to the financial statements have also been filed under Ainsworth’s profile on SEDAR (www.sedar.com) and are available in the investor section of the Norbord website at www.norbord.com.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Friday, May 1, 2015 at 11:00 a.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until May 30, 2015 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 3119307. Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

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Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; ability to realize synergies; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the December 18, 2014 Joint Management Information Circular and the 2014 Management’s Discussion and Analysis dated January 27, 2015.

Norbord defines Adjusted EBITDA as earnings before finance costs, income taxes, depreciation and other unusual or non-recurring items. Adjusted EBITDA is a non-International Financial Reporting Standards (IFRS) financial measure, does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s 2014 Management Discussion and Analysis dated January 27, 2015 and Q1 2015 Management’s Discussion and Analysis dated April 30, 2015 for a quantitative reconciliation of Adjusted EBITDA to earnings (the most directly comparable IFRS measure).

EX-99.29

Exhibit 99.29

News Release

AINSWORTH LUMBER CO. LTD. ANNOUNCES EXPIRATION AND FINAL RESULTS OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.5% SENIOR SECURED NOTES DUE 2017

TORONTO, ON and VANCOUVER, BC (April 30, 2015) – Norbord Inc. (“Norbord”) (TSX: NBD) and its wholly owned subsidiary, Ainsworth Lumber Co. Ltd. (“Ainsworth”), announced today the expiration and final results of Ainsworth’s previously announced cash tender offer (“Tender Offer”) and consent solicitation (“Consent Solicitation”) for any and all of Ainsworth’s outstanding 7.5% Senior Secured Notes due 2017 (the “Notes”) (CUSIP Nos. 008914AE3, C01023AH0 and 008914AF0). The Tender Offer and the Consent Solicitation expired at 12:00 midnight, New York City time, at the end of the day on April 29, 2015 (the “Expiration Time”). The Tender Offer and Consent Solicitation were made upon the terms and subject to the conditions set forth in Ainsworth’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Letter of Transmittal and Consent (the “Letter of Transmittal”), each dated April 1, 2015.

Ainsworth was advised by Global Bondholder Services Corporation, as tender agent and information agent for the Tender Offer and Consent Solicitation that between the early tender deadline of 5:00 p.m., New York City time, on April 15, 2015 and the Expiration Time, Ainsworth received no additional valid tenders and consents from holders of its Notes.

In accordance with Ainsworth’s previously announced election to redeem all Notes that remain outstanding as of the Expiration Time, Ainsworth redeemed all of the US$3,588,000 of the remaining outstanding Notes on April 30, 2015 at the redemption price of 103.750% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date.

Ainsworth retained RBC Capital Markets, LLC as the dealer manager and solicitation agent (the “Dealer Manager”) for the Tender Offer and Consent Solicitation. Ainsworth retained Global Bondholder Services Corporation as information agent and tender agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect). Requests for documents may be directed to Global Bondholder Services Corporation by phone at (866) 807-2200 (toll free) or (212) 430-3774, or in writing at 65 Broadway, Suite 404, New York, New York 10006.

This press release is for informational purposes only and is not an offer to buy the Notes or any other security, a solicitation of an offer to sell the Notes or any other security. The Tender Offer and Consent Solicitation were made solely by the Offer to Purchase and the Letter of Transmittal.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Forward-Looking Statements

This news release contains forward-looking statements, as defined in applicable legislation, including statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “intention,” “proposed,” “expected,” “will,” “intends,” and “will not” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in Norbord’s January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of Norbord’s 2014 Management’s Discussion and Analysis dated January 27, 2015.

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

EX-99.30

Exhibit 99.30

News Release

NORBORD INC. COMPLETES OFFERING OF SENIOR SECURED NOTES

AINSWORTH LUMBER CO. LTD. ANNOUNCES EARLY RESULTS OF TENDER OFFER AND CONSENT SOLICITATION AND ANNOUNCES REDEMPTION OF REMAINING 7.5% SENIOR SECURED NOTES DUE 2017

Toronto, ON and Vancouver, BC (April 16, 2015) – Norbord Inc. (“Norbord”) (TSX: NBD) announced today that it has completed its offering of $315 million aggregate principal amount of 6.25% Senior Secured Notes due 2023. As previously announced, Norbord intends to use the net proceeds from this offering, along with cash on hand, to repurchase for cash all of the outstanding 7.5% Senior Secured Notes due 2017 (the “Notes”) issued by its wholly owned subsidiary, Ainsworth Lumber Co. Ltd. (“Ainsworth”) pursuant to a tender offer and consent solicitation and to redeem any remaining outstanding Notes following the tender offer.

Norbord and Ainsworth also announced today that as of 5:00 p.m., New York City Time, on April 15, 2015 (the “Early Tender Deadline”), as reported by Global Bondholder Services Corporation, Ainsworth received valid tenders and consents from holders of $311,412,000 in aggregate principal amount of the Notes, which represents approximately 98.86% of the outstanding aggregate principal amount of the Notes (CUSIP Nos. 008914AE3, C01023AH0 and 008914AF0).

Ainsworth accepted for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline (and all related consents) on April 16, 2015 (the “Early Payment Date”). Holders of such Notes accepted for purchase received total consideration of $1,042.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest, which amount included the early tender payment of $30.00 per $1,000 principal amount of Notes.

The consents received from holders of Notes exceeded the amount needed to adopt the proposed amendments to the indenture dated November 27, 2012 governing the Notes (the “Indenture”). Accordingly, Ainsworth executed a supplemental indenture to the Indenture (the “Supplemental Indenture”) that, among other things, eliminated substantially all of the restrictive covenants contained in the Indenture, eliminated or modified certain of the events of default contained in the Indenture, reduced the minimum notice period to holders to redeem the Notes from 30 days to 3 business days, and released the liens for the benefit of the holders on the assets that secured the Notes.

The tender offer will remain open and is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on April 29, 2015, unless extended (the “Expiration Time”). As described in more detail in Ainsworth’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Letter of Transmittal and Consent (the “Letter of Transmittal”), each dated April 1, 2015, holders who validly tender their Notes after the Early Tender Deadline and prior to the Expiration Time will receive the tender offer consideration of $1,012.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest, if such Notes are accepted for purchase, but will not receive the early tender payment of $30.00 per $1,000 principal amount of Notes.

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Withdrawal rights for the tender offer and consent solicitation expired at 5:00 p.m., New York City Time, on April 15, 2015 (the “Withdrawal Deadline”). Tenders of Notes may not be withdrawn after the Withdrawal Deadline, unless required by applicable law.

The tender offer is subject to the satisfaction or waiver of certain conditions. The complete terms and conditions of the tender offer are described in the Offer to Purchase and the Letter of Transmittal.

Ainsworth has retained RBC Capital Markets, LLC as the dealer manager and solicitation agent (the “Dealer Manager”) for the tender offer and consent solicitation. Ainsworth has retained Global Bondholder Services Corporation as information agent and tender agent (the “Information Agent”) for the tender offer and consent solicitation. Persons with questions regarding the tender offer and consent solicitation should contact RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, by phone at (866) 807-2200 (toll free) or (212) 430-3774, or in writing at 65 Broadway, Suite 404, New York, New York 10006. The Offer to Purchase and the Letter of Transmittal also address certain U.S. federal income tax considerations and certain Canadian federal income tax considerations. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

None of Ainsworth, the Dealer Manager, the Information Agent, the trustee for the Notes or any of their respective affiliates makes any recommendation as to whether holders of Notes should tender Notes in response to the tender offer, and no one has been authorized to make such recommendation. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender. Nothing herein shall be construed as a statement of the trustee of the Notes.

Ainsworth intends to issue a notice of redemption for all Notes that will remain outstanding as of the Expiration Time. The redemption will take place on April 30, 2015 and the redemption price of the Notes will be 103.750% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date.

This press release is for informational purposes only and is not an offer to buy the Notes or any other security, a solicitation of an offer to sell the Notes or any other security or a notice of redemption. The tender offer is being made solely by the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, it will be deemed made on behalf of Ainsworth by RBC Capital Markets, LLC or by one or more registered brokers or dealers under the laws of such jurisdiction. The tender offer is not being made directly or indirectly to any resident or person located in any jurisdiction in which the making and acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Forward-Looking Statements

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to the tender offer and redemption and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “intention,” “proposed,” “expected,”

2

“will,” “intends,” and “will not” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in Norbord’s January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of Norbord’s 2014 Management’s Discussion and Analysis dated January 27, 2015.

For information, contact:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

3

EX-99.31

Exhibit 99.31

News Release

NORBORD AND AINSWORTH COMPLETE MERGER

TORONTO, ON and VANCOUVER, BC (April 1, 2015) – Norbord Inc. (“Norbord”) (TSX: NBD) and Ainsworth Lumber Co. Ltd. (“Ainsworth”) today announced the completion of their merger. Under the terms of the transaction, Norbord acquired all of the outstanding common shares of Ainsworth in an all-share transaction and Ainsworth shareholders received 0.1321 of a share of Norbord for each Ainsworth share. Ainsworth is now a wholly-owned subsidiary of Norbord.

With the completion of the merger, it is expected that the common shares of Ainsworth will be de-listed from the Toronto Stock Exchange on or about April 2, 2015.

“This transaction is a significant milestone, and the addition of the Ainsworth OSB mills and strong team of people create a tremendous platform for the future,” said Peter Wijnbergen, President and Chief Executive Officer. “Norbord will be a leading global wood products company, active on three continents and with more than US$1.6 billion in sales in 2014. With a larger mill network, we will be in a better position to serve customers’ evolving needs and meet increasing demand as the recovery in the US housing market continues. This transaction will also allow us to bring our customers a more diverse range of products. We are pleased to welcome our new colleagues to Norbord, and look forward to pursuing the significant opportunities we see ahead.”

Information for Ainsworth Shareholders

Registered holders of Ainsworth common shares are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s), to Computershare Investor Services Inc., as depositary, in order to receive the Norbord common shares they are entitled to under the transaction. Holders of Ainsworth common shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the Norbord common shares they are entitled to under the plan of arrangement.

Additional copies of the letter of transmittal may be requested from Computershare Investor Services Inc. by telephone at: 1-800-564-6253 or by email at: corporateactions@computershare.com. Copies of the letter of transmittal are also available on Norbord’s website at www.norbord.com.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Forward Looking Statements

Certain information provided in this news release is forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Norbord believes that the expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking

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information is based on the beliefs and assumptions of Norbord based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. This news release contains forward-looking information concerning opportunities and certain benefits (strategic or otherwise) expected to result from the transaction, including enhancements of service to customers, positioning to service customers’ evolving needs and meeting increasing demand. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and the ability to realize synergies related to the transaction. Additional information on these and other factors that could affect the operations or financial results of Norbord are included in the joint management information circular in relation to the combination and other filings made by Norbord and Ainsworth with the Canadian Securities Administrators and may be accessed through SEDAR (www.sedar.com) or at www.norbord.com. The forward-looking information is made as of the date of this news release and neither Norbord nor Ainsworth assumes any obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.

For information, contact:

Investors:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Media:

Longview Communications Inc.

Trevor Zeck – (604) 694-6037

Nick Anstett – (416) 649-8008

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EX-99.32

Exhibit 99.32

News Release

AINSWORTH LUMBER CO. LTD. COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.5% SENIOR SECURED NOTES DUE 2017

Toronto, ON and Vancouver, BC (April 1, 2015) – Norbord Inc. (“Norbord”) (TSX: NBD) and its wholly owned subsidiary, Ainsworth Lumber Co. Ltd. ( “Ainsworth”), announced today that Ainsworth has commenced a cash tender offer (the “Tender Offer”) for any and all of Ainsworth’s outstanding 7.5% Senior Secured Notes due 2017 (the “Notes”) (CUSIP Nos. 008914AE3, C01023AH0 and 008914AF0). In connection with the Tender Offer, Ainsworth is also soliciting consents from the holders of the Notes to amend the indenture under which the Notes were issued. Full details of the terms and conditions of the Tender Offer and consent solicitation are set forth in Ainsworth’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Letter of Transmittal and Consent (the “Letter of Transmittal”), each dated April 1, 2015.

Under the terms of the Tender Offer, the total consideration for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline (as defined below) and accepted for purchase will be $1,042.50 (the “Total Consideration”). The Total Consideration for the Notes includes an early tender payment of $30.00 per $1,000 principal amount of the Notes, and is only payable to holders who tender their Notes and deliver their consents at or before 5:00 p.m., New York City time, on April 15, 2015 (the “Early Tender Deadline”). Payment of the Total Consideration for any Notes tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase is expected to be made promptly following the Early Tender Deadline. Holders who validly tender their Notes after the Early Tender Deadline and prior to the expiration of the Tender Offer will receive the Total Consideration less the early tender payment, or $1,012.50 per $1,000 principal amount of the Notes (the “Tender Offer Consideration”). Payment of the Tender Offer Consideration for any Notes tendered after the Early Tender Deadline and prior to the expiration of the Tender Offer will be made promptly following the Expiration Time (as defined below). Ainsworth will also pay accrued and unpaid interest from the last interest payment date to, but not including, the applicable payment date.

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on April 29, 2015, unless extended or earlier terminated by Ainsworth (the “Expiration Time”).

Ainsworth’s obligation to consummate the Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including (i) the incurrence of indebtedness by Norbord, Ainsworth’s parent, on terms satisfactory to Norbord and resulting in indebtedness having an aggregate principal amount of not less than $315.0 million, and (ii) the execution and delivery by Ainsworth and the trustee for the Notes of a supplemental indenture giving effect to proposed amendments to the indenture under which the Notes were issued, which will, among other things, eliminate substantially all of the restrictive covenants, eliminate or modify certain of the events of default contained in the indenture, reduce the minimum notice period to redeem the Notes from 30 days to 3 business days, and release the liens for the benefit of the holders on the assets that secure the Notes.

Ainsworth has retained RBC Capital Markets, LLC as the dealer manager and solicitation agent (the “Dealer Manager”) for the Tender Offer and consent solicitation. Ainsworth has retained Global Bondholder Services Corporation as information agent and tender agent (the “Information Agent”) for the Tender Offer and consent solicitation. Persons with questions regarding the Tender Offer and consent solicitation should contact RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822

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(collect). Requests for documents may be directed to Global Bondholder Services Corporation by phone at (866) 807-2200 (toll free) or (212) 430-3774, or in writing at 65 Broadway, Suite 404, New York, New York 10006. The Offer to Purchase and the Letter of Transmittal also address certain U.S. federal income tax considerations and Canadian federal income tax considerations. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

None of Ainsworth, the Dealer Manager, the Information Agent, the trustee for the Notes or any of their respective affiliates makes any recommendation as to whether holders of Notes should tender Notes in response to the Tender Offer and deliver consents in response to the consent solicitation, and no one has been authorized to make such recommendation. Each holder must make his, her or its own decision as to whether to tender Notes and deliver consents and, if so, the principal amount of Notes to tender and consents to deliver.

This press release is for informational purposes only and is not an offer to buy, a solicitation of an offer to sell the Notes or any other security or a solicitation of consents with respect to any of the Notes. The Tender Offer and consent solicitation are being made solely by the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the Tender Offer and consent solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of Ainsworth by RBC Capital Markets, LLC or by one or more registered brokers or dealers under the laws of such jurisdiction. The Tender Offer and consent solicitation are not being made directly or indirectly to any resident or person located in any jurisdiction in which the making and acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Forward-Looking Statements

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to the Tender Offer and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “intention,” “proposed,” “expected,” “will,” “intends,” and “will not” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

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Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in Norbord’s January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of Norbord’s 2014 Management’s Discussion and Analysis dated January 27, 2015.

For information, contact:

Norbord Investors:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Ainsworth Investors:

Rob Feustel

Treasurer

Tel. (604) 661-3235

info@ainsworth.ca

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EX-99.33

Exhibit 99.33

News Release

NORBORD ANNOUNCES PRICING OF SENIOR SECURED NOTES OFFERING

TORONTO, ON (April 1, 2015) – Norbord Inc. (“Norbord” or the “Company”) (TSX: NBD) today announced that it has priced its offering of US$315 million in aggregate principal amount of senior secured notes (the “Notes”). The Notes will be due 2023 and will bear interest at an annual rate of 6.25%. The Company expects to close the offering of the Notes on April 16, 2015, subject to the satisfaction of customary closing conditions.

As previously announced, the Notes will rank pari passu with the Company’s existing Senior Secured Notes due 2017 and Senior Secured Notes due 2020 and committed revolving bank lines. The Notes were offered by a syndicate of initial purchasers by way of a private placement under applicable securities laws.

Norbord intends to use the net proceeds from this offering, along with cash on hand, to repurchase for cash all of the outstanding 7.5% Senior Secured Notes due 2017 issued by Ainsworth Lumber Co. Ltd. (the “Ainsworth 2017 Notes”) pursuant to a tender offer and consent solicitation and to redeem any remaining outstanding Ainsworth 2017 Notes following the tender offer.

The Notes will not be qualified for distribution to the public under the securities laws of any province or territory of Canada and may not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable private placement exemptions. The Notes have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction, or an offer to purchase, the solicitation of an offer to sell, or a notice to redeem any Ainsworth 2017 Notes.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Contact:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Forward-Looking Statements

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to the proposed offering and redemption and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “intention,” “proposed,” “expected,”

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“will,” “intends,” and “will not” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

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EX-99.34

Exhibit 99.34

News Release

NORBORD ANNOUNCES PROPOSED SENIOR SECURED NOTES OFFERING

TORONTO, ON (April 1, 2015) – Norbord Inc. (“Norbord” or the “Company”) (TSX: NBD) today announced its intention, subject to market and other conditions, to launch an offering of approximately US$315 million in aggregate principal amount of senior secured notes (the “Notes”).

The Notes will rank pari passu with the Company’s existing Senior Secured Notes due 2017 and Senior Secured Notes due 2020 and committed revolving bank lines. The Notes will be offered by a syndicate of initial purchasers by way of a private placement under applicable securities laws.

Norbord intends to use the net proceeds from this offering, along with cash on hand, to repurchase for cash all of the outstanding 7.5% Senior Secured Notes due 2017 issued by Ainsworth Lumber Co. Ltd. (the “Ainsworth 2017 Notes”) pursuant to a tender offer and consent solicitation and to redeem any remaining outstanding Ainsworth 2017 Notes following the tender offer.

The Notes will not be qualified for distribution to the public under the securities laws of any province or territory of Canada and may not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable private placement exemptions. The Notes have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction, or an offer to purchase, the solicitation of an offer to sell, or a notice to redeem any Ainsworth 2017 Notes.

About Norbord

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Contact:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Forward-Looking Statements

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to the proposed offering and redemption and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “intention,” “proposed,” “expected,” “will,” “intends,” and “will not” and other expressions which are predictions of or indicate future events, trends or

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prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the January 27, 2015 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

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EX-99.35

Exhibit 99.35

News Release

NORBORD AND AINSWORTH PROVIDE UPDATE ON MERGER AND CLOSING

TORONTO, ON and VANCOUVER, BC (March 16, 2015) – Norbord Inc. (“Norbord”) (TSX: NBD) and Ainsworth Lumber Co. Ltd. (“Ainsworth”) (TSX: ANS) today announced that they have been informed by the Antitrust Division of the United States Department of Justice that it has closed its review of the previously announced combination of Norbord and Ainsworth. Norbord and Ainsworth expect the transaction to be completed on March 31, 2015.

On December 8, 2014, Norbord and Ainsworth announced that they had entered into an arrangement agreement under which Norbord and Ainsworth would merge to create a leading global wood products company focused on oriented strand board (OSB) across North America, Europe and Asia. Under the terms of the transaction, Norbord will acquire all of the outstanding common shares of Ainsworth in an all-share transaction. Ainsworth shareholders will receive 0.1321 of a share of Norbord for each Ainsworth share.

On January 27, 2015, the transaction was overwhelmingly approved by the shareholders of each of Norbord and Ainsworth. On January 30, 2015, the Supreme Court of British Columbia granted a final order approving the combination of Norbord and Ainsworth by way of a plan of arrangement under the Business Corporations Act (British Columbia).

Information for Ainsworth Shareholders

Registered holders of Ainsworth common shares are reminded that they must properly complete, sign and return the Letter of Transmittal, along with their share certificate(s), to Computershare Investor Services Inc., as depositary, in order to receive the Norbord common shares they are entitled to under the plan of arrangement. Holders of Ainsworth common shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the Norbord common shares they are entitled to under the plan of arrangement. All deposits of Ainsworth common shares are irrevocable.

Additional copies of the Letter of Transmittal may be requested from Computershare Investor Services Inc. by telephone at: 1-800-564-6253 or by email at: corporateactions@computershare.com. Copies of the letter of transmittal are also available on Ainsworth’s website at www.ainsworthengineered.com and on SEDAR at www.sedar.com.

About Norbord

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of OSB. In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

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About Ainsworth

Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of OSB with a focus on value-added specialty products for markets in North America and Asia. Ainsworth’s four OSB manufacturing mills, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly traded company listed on the Toronto Stock Exchange under the symbol ANS.

Forward Looking Statements

Certain information provided in this news release is forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Norbord and Ainsworth believe that the expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the beliefs and assumptions of Norbord and Ainsworth based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. This news release contains forward-looking information concerning the anticipated completion of the transaction and the anticipated timing for completion of the transaction. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, the satisfaction of the conditions to closing of the transaction, including the timing thereof. The transaction could be modified, restructured or terminated. Investors are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Norbord, Ainsworth or the combined company are included in the joint management information circular in relation to the proposed combination and other filings made by Norbord and Ainsworth with the Canadian Securities Administrators and may be accessed through SEDAR (www.sedar.com), at www.norbord.com or at www.ainsworthengineered.com. The forward-looking information is made as of the date of this news release and Norbord and Ainsworth assume no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.

For information, contact:

Norbord Investors:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Ainsworth Investors:

Rob Feustel

Treasurer

Tel. (604) 661-3235

info@ainsworth.ca

Media:

Longview Communications Inc.

Trevor Zeck – (604) 694-6037

Nick Anstett – (416) 649-8008

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EX-99.36

Exhibit 99.36

News Release

AINSWORTH RECEIVES COURT APPROVAL IN CONNECTION WITH MERGER WITH NORBORD

VANCOUVER, BC and TORONTO, ON (January 30, 2015) - Ainsworth Lumber Co. Ltd. (TSX: ANS) (“Ainsworth”) and Norbord Inc. (TSX: NBD) (“Norbord”) today announced that the Supreme Court of British Columbia has granted a final order approving the previously announced proposed combination of Norbord and Ainsworth by way of a plan of arrangement under the Business Corporations Act (British Columbia).

The transaction remains subject to customary conditions to closing. As previously announced, Norbord and Ainsworth are providing the U.S. Department of Justice (the “DOJ”) with the information it has requested about the transaction and are working proactively with the DOJ to ensure an expedited review process. Subject to the satisfaction or waiver of all closing conditions, the transaction is expected to close by the end of the first quarter of 2015.

About Norbord

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

About Ainsworth

Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of OSB with a focus on value-added specialty products for markets in North America and Asia. Ainsworth’s four OSB manufacturing mills, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly traded company listed on the Toronto Stock Exchange under the symbol ANS.

Forward Looking Information

Certain information provided in this news release is forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Norbord and Ainsworth believe that the expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the beliefs and assumptions of Norbord and Ainsworth based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. This news release contains forward-looking information concerning the anticipated completion of the transaction and the anticipated timing for completion of the transaction. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, the timing of receipt of any necessary third party approvals, the timing for completion and the outcome of the U.S. Department of Justice’s review and the time necessary to satisfy the conditions to closing of the transaction. There can be no assurances that any such approvals will be obtained, the U.S. Department of Justice’s review will be completed on a timely basis or with a satisfactory outcome and/or any such conditions will be met or waived. The transaction could be modified, restructured or terminated. Investors are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Norbord, Ainsworth or the combined company are included in the joint management information circular in relation to the proposed combination and other filings made by Norbord and Ainsworth with the Canadian Securities Administrators and may be accessed through SEDAR (www.sedar.com), at www.norbord.com or at www.ainsworthengineered.com. The forward-looking information is made as of the date of this news release and Norbord and Ainsworth assume no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.

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For information, contact:

Norbord Investors:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Ainsworth Investors:

Rob Feustel

Treasurer

Tel. (604) 661-3235

info@ainsworth.ca

Media:

Longview Communications Inc.

Trevor Zeck – (604) 694-6037

Nick Anstett – (416) 649-8008

2

EX-99.37

Exhibit 99.37

News Release

NORBORD REPORTS 2014 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated.

2014 HIGHLIGHTS

• Full-year earnings per share (diluted) of $0.48 on adjusted EBITDA of $90 million

• Margin Improvement Program gains of $24 million

• Record annual production at six of 11 operating mills; production volume up 6%

• Returned $116 million in dividends to shareholders in 2014; declared quarterly dividend of CAD $0.25 per share to shareholders of record on March 1, 2015

• Best-ever safety recordable rate of 0.69; received APA’s 2013 Safest Company Award

• Merger with Ainsworth announced last month – shareholders from both companies voted over 99% in favour of transaction on January 27, 2015

TORONTO, ON (January 28, 2015) – Norbord Inc. (TSX: NBD) today reported adjusted EBITDA of $90 million in 2014 compared to $287 million in 2013 on 31% lower North American benchmark oriented strand board (OSB) prices. North American operations generated adjusted EBITDA of $54 million versus $255 million in the prior year and European operations delivered adjusted EBITDA of $47 million versus $46 million in the prior year. In the fourth quarter of 2014, Norbord recorded adjusted EBITDA of $15 million, unchanged from the previous quarter and $14 million lower than the fourth quarter of 2013.

“US housing continues to recover, albeit at a more gradual pace than originally anticipated. This put pressure on the North American OSB market, which in turn impacted our financial results,” said Peter Wijnbergen, Norbord’s President and CEO. “However, Norbord’s mills in both North America and Europe delivered excellent operational results this year, with six mills setting annual production records. We achieved $24 million in Margin Improvement gains, reflecting the ongoing effort across our company to reduce manufacturing costs and increase productivity. Our European panel business also had another strong year in the face of an increasingly challenging macroeconomic environment.”

“Looking ahead, I remain positive about the unfolding housing recoveries in all our core markets. Customer feedback suggests the North American OSB supply chain is lean, which should support improving demand as we head into the spring building season. I am confident our European business will deliver continued strong results, in spite of the pressure in Continental OSB markets, as OSB substitution is accelerating and the economy in our largest market, the UK, is outperforming the rest of Europe.”

“As previously announced yesterday, I’m pleased to report that over 99% of all shareholders and over 98% of minority shareholders voted in favour of the proposed Ainsworth merger. We look forward to executing on our vision to create a leading global wood products company focused on OSB across North America, Europe and Asia.”

Norbord generated earnings of $26 million or $0.49 per share ($0.48 per share diluted) for the full year 2014 compared to $149 million or $2.92 per share ($2.79 per share diluted) in 2013. The Company recorded earnings of $3 million or $0.06 per share (basic and diluted) in the fourth quarter of 2014 versus

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$2 million or $0.04 per share (basic and diluted) in the same quarter of 2013. Reported earnings included the following one-time items:

$ millions	2014			2013			Q4-2014			Q3-2014		Q4-2013
Earnings before one-time items		19			147			1			—		9
Costs related to Ainsworth combination		(5	)		—			(5	)		—		—
2015 bond early redemption costs, after-tax		—			(16	)		—			—		(16	)
Non-recurring income tax recoveries		12			18			7			5		9
Earnings, as reported		26			149			3			5		2

Market Conditions

US housing starts totalled approximately 1.01 million in 2014, up 9% from 0.93 million in 2013. Permits were also 4% higher year-over-year. Single family starts, which use approximately three times more OSB than multifamily, increased by 5%. The US housing economists’ consensus forecast for 2015 starts is approximately 1.15 million, which would be a 15% year-over-year improvement.

The North Central benchmark OBS price averaged $218 per thousand square feet (Msf) (7/16-inch basis) in 2014 compared to $315 in 2013, a $97 decrease. North Central prices traded in a tight range for most of 2014 – from a high of $235 in May, decreasing to the $220 range during the fall before finishing the year at $205. In the South East region, where more than half of Norbord’s North American OSB capacity is located, benchmark prices averaged $188 compared to $277 in the prior year.

In the fourth quarter, North Central benchmark OSB prices averaged $216 per Msf, unchanged from the prior quarter and down $29 from the fourth quarter of 2013. South East prices averaged $181 in the quarter, up $4 from the prior quarter and down $11 from the fourth quarter of 2013.

Norbord’s core European panel markets in the UK, Germany and BeNeLux all saw demand growth in 2014, despite the increasingly negative economic news coming from the Eurozone. The UK, where three out of Norbord’s four European mills are located, led the recovery with unemployment falling below 6%, GDP growth of over 2% and housing starts increased by 17% compared to the prior year, supported by first time homebuyer incentives and improved consumer confidence. In Germany, Norbord’s largest Continental European market, housing starts increased by 5%, the sixth consecutive year of growth.

Year-over-year, particleboard prices increased 7% while medium density fibreboard (MDF) prices, which are less directly impacted by the recovering housing sector, improved 2%. OSB prices, however, decreased 6% as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine.

Performance

Norbord achieved record safety performance with a company-wide Occupational Safety and Health Administration (OSHA) recordable rate of 0.69 in 2014. In addition, four mills completed the year injury-free.

North American OSB shipments for the full year increased 5% compared to the prior year. Fourth quarter shipments were in line with the third quarter and modestly higher than the same quarter last year as higher mill productivity partially offset a reduced production schedule. For the full year, Norbord’s operating OSB mills produced at approximately 100% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec) compared to 95% in 2013. Annual production records were achieved at three of the Company’s North American OSB mills.

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Effective at year-end 2014, Norbord’s stated annual North American OSB capacity was increased by 150 MMsf (3/8-inch basis), reflecting a significant capital investment to rebuild the wood-handling end at the Joanna, South Carolina mill.

Norbord’s full-year North American OSB cash production costs per unit (before mill profit share) decreased 1% versus 2013 as improved productivity and lower raw material use more than offset higher raw material prices. Excluding the impact of uncontrollable higher raw material prices, unit costs decreased 3%.

Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for a future restart. The Company has not set a restart date, however, and will do so only when it is sufficiently clear that customers require more product. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions.

In Europe, shipments increased 6% over the prior year. Production was 5% higher as Norbord’s panel mills ran on full operating schedules in 2014, excluding maintenance and holiday shutdowns. The European mills produced at approximately 105% of stated capacity in 2014, compared to 100% in 2013. Annual production records were achieved at the two OSB mills and both the particleboard and MDF lines.

Effective at year-end 2014, Norbord’s stated annual European capacity was increased by a total of 170 MMsf (3/8-inch basis), reflecting recent capital investments and improved operating efficiencies at the Cowie, Scotland particleboard line, the Genk, Belgium OSB mill and the Inverness, Scotland OSB mill.

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $24 million in 2014, primarily from improved productivity, lower raw material use and a richer value-added product mix. Paybacks from recent investments in fines screening technology across several mills and the rebuild of the wood-handling end at the Joanna, South Carolina mill also contributed to this year’s strong MIP result.

Capital investments totaled $78 million in 2014 versus $83 million in 2013 and included the Joanna mill project, preliminary work to rebuild the press line at the mothballed Huguley, Alabama mill and other strategic projects across the Company’s mills. Given the slower than expected pace of the US housing recovery, further investment to prepare the Huguley mill for restart has been deferred to 2015 and beyond. Following two years of significant capital investment, Norbord’s 2015 planned capital expenditures are expected to be reduced to $50 million, which includes three fines screening projects and further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy.

Operating working capital increased by $21 million during the year to $65 million at year-end. This was largely driven by the impact of lower mill profit share accruals and the timing of payments on accounts payable. Working capital continues to be managed at minimal levels across the Company.

At year-end, Norbord had unutilized liquidity of $367 million, consisting of $25 million in cash and $342 million in unused credit lines. The Company’s tangible net worth was $404 million and net debt to total capitalization on a book basis was 51%. Both ratios remain well within bank covenants.

Dividend

On December 8, 2014, in conjunction with the announcement of the combination with Ainsworth Lumber Co. Ltd. (Ainsworth), the Company also announced that it anticipates that the Board of Directors of the

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combined entity will continue with Norbord’s variable dividend policy. Taking into account growth and other attractive capital investment opportunities, and to maintain flexibility in the Company’s capital structure, the Board of the Company announced that it expected to set the quarterly dividend at CAD $0.25 per common share in the first quarter of 2015. In the arrangement agreement with Ainsworth, the Company has agreed to not pay more than CAD $0.25 per common share for any future quarterly dividends with a record date prior to the closing of the merger, after which the Board of the merged entity will determine the appropriate level of dividends on a quarterly basis.

Accordingly, on January 27, 2015, Norbord’s Board declared a quarterly dividend of CAD $0.25 per common share, payable on March 21, 2015 to shareholders of record on March 1, 2015.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board retains the power to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board will not decide to suspend or discontinue the payment of cash dividends in the future.

Developments

On December 8, 2014, the Company and Ainsworth announced that they had entered into an arrangement agreement under which the Company and Ainsworth will merge to create a leading global wood products company focused on OSB across North America, Europe and Asia. Under the terms of the transaction, the Company has agreed to acquire all of the outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including court approval of the plan of arrangement. In addition, while the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the HSR Act) or the Canadian Competition Act, the U.S. Department of Justice (DOJ) has requested information about the transaction and the companies, as it is entitled to do. The Company and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Subject to approval of the plan of arrangement by the Supreme Court of British Columbia and the satisfaction or waiver of all closing conditions, the transaction is expected to close by the end of the first quarter of 2015. Further information on the transaction and its expected effects on the Company can be found in the joint management information circular dated as of December 18, 2014.

Brookfield and its affiliated entities, which control approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, will control approximately 53% of the outstanding common shares of the combined company upon closing. Based on the number of Ainsworth common shares outstanding as at December 8, 2014 (the date of the arrangement agreement), approximately 31.8 million Norbord common shares will be issued to Ainsworth shareholders on closing.

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Additional Information

Norbord’s year-end 2014 letter to shareholders, news release, management’s discussion and analysis, annual consolidated audited financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. Shareholders are encouraged to read this material.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Wednesday, January 28, 2015 at 11:00 a.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. A replay number will be available approximately one hour after completion of the call and will be accessible until February 27, 2015 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 8883760. Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of OSB. In addition to OSB, Norbord manufactures particleboard, MDF and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

-end-

Contact:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined in applicable legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; the timing for completion and the outcome of the U.S. Department of Justice’s review; the time necessary to satisfy the conditions to closing of the pending Ainsworth transaction; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities.

Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information. See the “Caution Regarding Forward-Looking Information” statement in the March 3, 2014 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2014 Management’s Discussion and Analysis dated January 27, 2015.

Norbord defines adjusted EBITDA as earnings before finance costs, income taxes, depreciation and other unusual or non-recurring items. Adjusted EBITDA is a non-International Financial Reporting Standards (IFRS) financial measure, does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s 2014 Management Discussion and Analysis dated January 27, 2015 for a quantitative reconciliation of adjusted EBITDA to earnings (the most directly comparable IFRS measure).

5

EX-99.38

Exhibit 99.38

News Release

NORBORD AND AINSWORTH SHAREHOLDERS APPROVE PROPOSED MERGER

TORONTO, ON and VANCOUVER, BC (January 27, 2015) – Norbord Inc. (TSX: NBD) (“Norbord”) and Ainsworth Lumber Co. Ltd. (TSX: ANS) (“Ainsworth”) today announced that at special meetings held by each company earlier today, Norbord shareholders and Ainsworth shareholders and optionholders approved the previously announced proposed combination of Norbord and Ainsworth by way of a plan of arrangement. The transaction was approved by approximately 99.46% of the votes cast by all of the Norbord shareholders eligible to vote at the Norbord meeting and approximately 98.45% of the votes cast by minority shareholders of Norbord. The transaction was approved by approximately 99.99% of the votes cast by all of the Ainsworth shareholders and optionholders eligible to vote at the Ainsworth meeting and approximately 99.98% of the votes cast by minority shareholders of Ainsworth.

The transaction remains subject to customary conditions to closing, including approval of the plan of arrangement by the Supreme Court of British Columbia. Subject to receipt of court approval and the satisfaction or waiver of all closing conditions, the transaction is expected to close by the end of the first quarter of 2015.

Norbord and Ainsworth today also provided the following general update in connection with the transaction. While the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 or the Canadian Competition Act because Norbord and Ainsworth share a common controlling shareholder, the U.S. Department of Justice (the “DOJ”) has requested information about the transaction and the companies, as it is entitled to do. Norbord and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Norbord and Ainsworth are confident this review will have a satisfactory outcome and that it will not impact the companies’ ability to close the transaction by the end of the first quarter of 2015.

About Norbord

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

About Ainsworth

Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of OSB with a focus on value-added specialty products for markets in North America and Asia. Ainsworth’s four OSB manufacturing mills, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly traded company listed on the Toronto Stock Exchange under the symbol ANS.

1

Forward Looking Information

Certain information provided in this news release is forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Norbord and Ainsworth believe that the expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the beliefs and assumptions of Norbord and Ainsworth based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. This news release contains forward-looking information concerning the anticipated completion of the transaction, the anticipated timing and outcome of the U.S. Department of Justice’s review and the anticipated timing for completion of the transaction. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, the timing of receipt of any necessary court and other third party approvals, the timing for completion and the outcome of the U.S. Department of Justice’s review and the time necessary to satisfy the conditions to closing of the transaction. There can be no assurances that any such approvals will be obtained, the U.S. Department of Justice’s review will be completed on a timely basis or with a satisfactory outcome and/or any such conditions will be met or waived. The transaction could be modified, restructured or terminated. Investors are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Norbord, Ainsworth or the combined company are included in the joint management information circular in relation to the proposed combination and other filings made by Norbord and Ainsworth with the Canadian Securities Administrators and may be accessed through SEDAR (www.sedar.com), at www.norbord.com or at www.ainsworthengineered.com. The forward-looking information is made as of the date of this news release and Norbord and Ainsworth assume no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.

For information, contact:

Norbord Investors:

Heather Colpitts

Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

Ainsworth Investors:

Rob Feustel

Treasurer

Tel. (604) 661-3235

info@ainsworth.ca

Media:

Longview Communications Inc.

Trevor Zeck – (604) 694-6037

Nick Anstett – (416) 649-8008

2

EX-99.39

Exhibit 99.39

Norbord Statement of Policy and Procedure
Department:	Human Resources	Policy #
Section:	Board of Directors	Date Issued:	05/15/2015
		Date Revised:	10/29/2015
Subject:	CODE OF BUSINESS CONDUCT	Country:	Can/US/EU
Issue to:	All Designated Employees	Legislated:	Yes

SUMMARY OF THE CODE OF BUSINESS CONDUCT (the “Code”)

As an employee, when acting on behalf of the Company, you are expected to:

		Page
Compliance with the Law			3
•	Comply with all laws, rules and regulations applicable to the Company’s businesses.
Personal Integrity			3
•	Protect the Company’s assets, and use them properly and with care for the benefit of the Company, and not for personal use.
•	Deal fairly with Company’s stakeholders and others.
•	Comply with the policies of the Company to provide an environment that promotes the health and safety of all employees and is free of discrimination, harassment and violence.
Conflicts of Interests			4
•	Obtain permission before joining the board of directors of another organization.
•	Avoid all situations in which your personal interests conflict or might conflict with the interests of the Company.
Disclosure of Company Information			5
•	Help ensure that the Company provides accurate and fair public disclosure.
•	Ensure that the books and records of the Company are complete, accurate and detailed, and report any accounting, auditing or disclosure concerns.
Confidential Information			6
•	Not use for your own financial gain, or disclose for the use of others, information obtained as a result of your role in the Company that has not been disclosed to the public.
•	Not buy or sell shares in the Company if you have knowledge of undisclosed material information.
•	Follow the blackout periods if you are an insider or deemed insider.
•	Refer all inquiries from the media, analysts, and investment community to an Authorized Spokesperson.

October 29, 2015 Page 1 of 12

Norbord Inc.

Code of Business Conduct

		Page
Communications and Media			7
•	Use the Company’s various forms of communication properly and appropriately.
•	Be cautious in your use of social media.
Anti-Bribery and Corruption			7
•	Not give or receive bribes, including “facilitation payments”.
•	Be sensitive when interacting with public officials.
•	Not permit any joint venture partners, agents, contractors or suppliers to pay a bribe on the Company’s behalf.
•	Only give or receive gifts and entertainment that are proportionate and reasonable for the circumstances.
•	Not offer contributions to political parties or candidates that might influence, or be perceived as influencing, a business decision.
•	Not engage in any lobbying activities on behalf of the Company without specific authorization.
•	Not solicit or offer donations to suppliers, vendors or public officials in a manner which communicates that compliance is a prerequisite for future business.
Compliance with Code			9
•	Report any violation of this Code.
•	Understand that you will be disciplined for any Code violations.
•	Sign an acknowledgement to confirm your agreement to comply with the Code.

October 29, 2015 Page 2 of 12

Norbord Inc.

Code of Business Conduct

EXPLANATION OF CODE

COMPLIANCE WITH THE LAW

Many of the Company’s activities are subject to complex and changing laws, rules and regulations. Ignorance of the law is not, in general, a defense to an action for contravention of a law. We expect employees to make every reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with them. Our objective is to restrict willful or negligent violations of these laws, rules and regulations.

For example, there are laws for the protection of the environment. The Company’s policy is to meet or exceed all applicable governmental requirements regarding the environment. Employees whose activities may affect the environment must be aware of the applicable governmental requirements and report any violations thereof to their superiors, or to a senior officer of the Company. Similarly, no employee may make any agreement or enter into any arrangement contrary to antitrust or competition laws. The Company’s Antitrust Policy sets out its beliefs and practices to ensure compliance with those laws and is available on the Company’s website at www.norbord.com.

The Company will make information concerning applicable laws available to its employees. If you have any doubts as to the applicability of any law, you should refer the matter to your supervisor or proceed as set out under the “Reports and Complaints” section of this Code.

PERSONAL INTEGRITY

Protecting the Company’s Assets

Company assets are to be used only for the purpose of fulfilling your employee responsibilities, not for personal use. All employees of Norbord have a responsibility to protect and safeguard the Company’s assets from loss, theft, misuse and waste.

The Company’s assets should never be used for personal gain, and you should not allow the Company’s assets to be used for illegal activities. If you become aware of theft, misuse or waste of our assets or have any questions about your proper use of them, you should speak with your supervisor. However, if you feel uncomfortable approaching your supervisor with your concern, you may proceed as set out under the “Reports and Complaints” section of this Code.

Misappropriation of the Company’s assets is a breach of your duty to the Company and may be an act of fraud against the Company. Taking the Company’s property from our facilities without permission is regarded as theft and could result in dismissal. In addition, carelessness or waste of the Company’s assets may also be a breach of your duty to the Company and could result in dismissal.

The Company’s assets include all memos, notes, lists, records and other documents (and copies of each of these) that you make or compile relating to the Company’s businesses. All of these are to be delivered to the Company promptly after your employment ceases, or at any time that the Company requests.

The Company’s assets also include electronic data, computer equipment, computer software, company information systems, access to e-mail, the Internet, telephones and other communications equipment. These assets must be safeguarded at all times and should not be used to conduct personal business. Internet use must be conducted in a professional manner, e.g., accessing internet sites containing obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain e-mails, is prohibited. In addition, employees must be vigilant to ensure that electronic information is protected and that network security is maintained.

October 29, 2015 Page 3 of 12

Norbord Inc.

Code of Business Conduct

The Company reserves the right to retrieve and review any business systems information and data stored including any electronic messages composed, sent or received. All information and messaging data may be reviewed at any time.

Opportunities discovered through the use of Company assets or confidential information also belong to the Company.

Employees owe a duty to the Company to advance its legitimate interests whenever possible.

Fair Dealing

Employees must behave ethically at all times and with all people. Each employee is to deal fairly with the Company’s security holders, customers, suppliers, competitors and other employees as well as governments and the general public and should not take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Work Environment

Each employee must comply with the Company’s policy of providing an environment free of discrimination and harassment based on race, sex, sexual orientation, colour, national or ethnic origin, religion, marital status, family status, age or disability. Norbord prohibits behaviour that is disrespectful of coworkers, such as harassment, discrimination and other unacceptable but initially nonviolent behaviour that may escalate into violence if not corrected.

Employees have a responsibility to report workplace discrimination, harassment and violence

Norbord has zero tolerance toward workplace violence. Employees must think of their safety first by taking appropriate action by remaining calm, disengaging from the situation or removing themselves from the area, immediately report the information to Security, and then their manager and Human Resources or if in a crisis situation, call 911 or local emergency services.

The Company is committed to ensuring the health and safety of its employees. All employees must comply with applicable occupational health and safety laws and not engage in illegal or dangerous behaviour.

In addition to this Code, there may be other local policies that you need to comply with. Please consult your local HR Manager for further information.

CONFLICTS OF INTEREST

Board Members for Other Organizations

An employee of the Company must obtain permission before joining the board of another organization whose interests may conflict with the Company’s interests.

Serving as a director of another organization, even one in which the Company has an interest, may create a conflict of interest. Being a director or serving on a standing committee of some organizations, including government agencies, may also create a conflict.

October 29, 2015 Page 4 of 12

Norbord Inc.

Code of Business Conduct

Before accepting an appointment to the board or a committee of any organization whose interests may conflict with the Company’s interests, employees must receive written approval from the Chair of the Board of the Company.

Employees are permitted, however, to serve on boards of charities or non-profit organizations or in private family businesses that have no relation to the Company and its businesses. Prior approval is not required for these types of situations, however employees should be mindful that their participation must not prevent them from adequately discharging their duties to the Company. Employees should obtain permission from their supervisor before speaking publicly for a charitable entity on behalf of the Company.

Conflicts Of Interest

A conflict of interest arises where an employee’s judgment in acting on behalf of the Company is or may be influenced by an actual or potential personal benefit to the employee or a relative or friend. These benefits may be financial or non-financial, direct or indirect, through family connections or personal associations, or otherwise. Employees have a conflict of interest if they are involved in any activity that prevents them from performing their Company duties properly, or that may create a situation that could affect their judgment or ability to act in the best interests of the Company. For example, no employee should have a significant interest in a business that supplies goods to, or buys goods from, the Company. Employees should also obtain permission from their supervisor before engaging in business activities not related to the Company and make full disclosure of these activities, if any, each year.

DISCLOSURE OF COMPANY INFORMATION

Providing Accurate and Fair Public Disclosure

The Company is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to the Ontario Securities Commission and other securities regulators, the Toronto Stock Exchange, as well as in other public communications made by the Company. All employees who are responsible for the preparation of the Company public disclosures, or who provide information as part of the process, have a responsibility to ensure that disclosures and information made by the Company are made honestly, accurately and in compliance with the Company’s disclosure controls and procedures. The Company’s Disclosure Policy provides guidelines for the disclosure of information and is available on the Company’s website at www.norbord.com.

Accuracy of Books and Records

The books and records of the Company must reflect all its transactions in a timely and accurate manner, and with sufficient detail so that the purpose and amount of any such transaction is clear. All assets and liabilities of the Company must be recorded. False, misleading, or artificial entries should never be made in the books and records of the Company for any reason. The books and records of the Company must be preserved in accordance with the Company’s Record Management Program.

This permits, among other things, the preparation of accurate financial statements. In addition, some anti-bribery legislation, such as the Foreign Corrupt Practices Act, requires proper record-keeping and the establishment and maintenance of internal controls. The purpose of these provisions is to prevent companies from concealing bribes and to discourage fraudulent accounting practices.

October 29, 2015 Page 5 of 12

Norbord Inc.

Code of Business Conduct

All employees of Norbord have a responsibility to submit good faith questions and disclosure concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving:

(a) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record;

(b) deficiencies in, or non-compliance with, internal accounting controls;

(c) misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports; or

(d) deviations from full and fair reporting of the Company’s financial condition.

See “Reports and Complaints” for information on communicating complaints and concerns.

CONFIDENTIALITY OF INFORMATION

Confidential Information

All employees must keep confidential, and not use for themselves or others, all information concerning the Company or its businesses that has not been disclosed by the Company to the public, unless such disclosure is authorized by a senior officer of the Company. Information is considered to be disclosed to the public if it is in Norbord’s annual report, annual information form, management proxy circular, press releases or other communications made by management to the public.

The obligation not to disclose confidential information also applies to confidential information of employees, customers, suppliers and others. The Norbord Privacy Policy describes the principles the Company follows to ensure protection of personal information and all employees must adhere to this Policy.

This non-disclosure obligation applies both during employment with the Company, and after termination of employment or retirement.

Insider Trading

No employee who has material confidential information concerning the Company may buy or sell securities of the Company until such information has been disclosed to the public. Doing so would be considered insider trading and you would be subject to the sanctions imposed by Canadian Securities legislation, the penalties for which could include fines and/or imprisonment. You should refer to the Company’s Disclosure Policy for additional rules on the disclosure of confidential information.

Blackout Periods

Regular quarterly trading blackout periods apply to those employees and insiders with access to undisclosed material information from 10 calendar days prior to quarter-end to two trading days following the news release of the Company’s financial results for that quarter. Additional blackout periods may be imposed from time to time.

Authorized Spokespersons

Only the CEO, CFO and Senior Manager, Corporate Affairs are authorized to speak with the media, analysts, investors, brokers and other members of the investment community. Unless designated by one of these spokespersons, no other person is permitted to respond to inquiries from the investment community, the media or others. All such inquiries should be forwarded to an Authorized Spokesperson.

October 29, 2015 Page 6 of 12

Norbord Inc.

Code of Business Conduct

The Company’s Disclosure Policy is available on the Company’s website at www.norbord.com. Should you have any questions or concerns regarding the applicability of the Disclosure Policy, contact the Chief Financial Officer or the Assistant Corporate Secretary.

COMMUNICATIONS AND MEDIA

All business matters that involve electronic, written communication must be conducted by employees on the company’s e-mail system or through other systems provided by the Company. You must at all times use our e-mail, Internet, telephones and other forms of communication appropriately and professionally. While we appreciate the need for limited use of these tools for personal purposes, your use should not be excessive or detract from your work. Employees should not email business information to their personal email accounts or maintain a copy of business information on their personal computers or other non-work electronic devices. When using company-provided technologies such as computers, cell phones and voicemail, you should not expect that the information you send or receive is private. Your activity may be monitored to ensure these resources are used appropriately.

The Company’s social media policy is that, unless you are expressly authorized, you are strictly prohibited from commenting, posting or discussing the company, its customers and clients, and its securities, investments and other business matters on social networks, chat rooms, wikis, virtual worlds and blogs (collectively, “social media”).

ANTI-BRIBERY AND CORRUPTION

Zero Tolerance Approach to Bribery

We value our reputation for conducting business with honesty and integrity. It is vital for us to maintain this reputation as it generates confidence in our business by our customers, clients, investees and other persons – which ultimately means it is good for business.

We do not pay bribes in furtherance of our business and do not expect you to do so on our behalf. We have a zero tolerance approach towards bribery. This commitment comes from the highest levels of management and you must meet this standard.

A bribe is anything of value that is offered, promised, given or received to influence a decision or to gain an improper or unfair advantage. Bribery may not always be in the form of cash payments and may take many other forms, including:

• Non-arm’s length loans or other transactions;

• Phony jobs or “consulting” relationships;

• Political contributions;

• Charitable contributions; or

• Gifts, travel, and hospitality.

Facilitation payments are also a form of bribe and are, therefore, not permitted. Facilitation payments are small payments made to secure or speed up routine actions or otherwise induce public officials or other third parties to perform routine functions they are otherwise obligated to perform, such as issuing permits, approving immigration documents or releasing goods held in customs. This does not include legally required administrative fees or fees to fast-track services.

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Norbord Inc.

Code of Business Conduct

Dealing with Public Officials

A “public official” is any person who is employed by or is acting in an official capacity for a government, a department, agency or instrumentality of a government, or a public international organization. This includes elected or appointed persons who hold legislative, administrative or judicial positions such as politicians, bureaucrats and judges. It also includes persons who perform public functions such as professionals working for public health agencies, water authorities, planning officials and agents of public international organizations such as the UN or World Bank. A “public official” may also include employees of government-owned or controlled businesses, including sovereign wealth funds. For example, if a government has an interest in a bank and exercises control over the activities of that bank, then the banking officials are likely to be considered “public officials”.

There is increased sensitivity and scrutiny of dealings with public officials because this has traditionally been an area where bribery activity is more likely to occur. Be cognizant of these risks in your dealings and interactions with public officials and consider how your actions may be viewed. For example, payments to close relatives of public officials may be treated by enforcement authorities as direct payments to the public officials and, therefore, may constitute violations of law.

Third-Parties

The Company may be prosecuted for failing to prevent bribery by a person associated with it. This includes any person or entity that performs services for or on behalf of the Company. Employees should avoid doing business with partners, agents and contractors who do not have a zero tolerance approach to bribery.

This means due diligence should be undertaken on contractors, partners and agents to establish their anti-bribery credentials, where warranted by the assessed level of risk. This could include informing these persons (and associated companies) of the Company’s anti-bribery policy, meeting with them to better assess their business practices, and making commercially reasonable inquiries into their reputation and past conduct. Anti-bribery language should be included in contractor, partner or agency agreements, where appropriate, in consultation with internal legal counsel.

Gifts and Entertainment

Gifts (e.g. merchandise) given to or received from persons who have a business relationship with the Company are generally acceptable, if the gift is modest in value, appropriate to the business relationship, and does not create an appearance of impropriety. No cash payments should be given or received. In addition, gifts should not be given to or received from public officials.

Entertainment (e.g. meals, tickets to sporting events or theatre, rounds of golf) given to or received from persons who have a business relationship with the Company are generally acceptable, if the entertainment is reasonable in value, appropriate to the business relationship, does not create an appearance of impropriety and if a representative from the sponsoring organization (the party paying for the entertainment) is present at the event. Note that many jurisdictions have laws restricting entertainment given to public officials.

Gifts and entertainment (including meals) that are repetitive, no matter how small, may be perceived to be an attempt to create an obligation to the giver and should be avoided. Employees should not pay for gifts and entertainment (including meals) personally to avoid having to report or seek approval for it.

Employees should not give or receive “big-ticket” items, such as travel, conference fees, costs for road shows, or event sponsorships, without prior written authorization from the CFO to provide such authorization.

October 29, 2015 Page 8 of 12

Norbord Inc.

Code of Business Conduct

Political Donations and Lobbying

To ensure that we do not breach the law regarding political donations in any country, all political donations, no matter how small or insignificant, made on behalf of the Company (directly or indirectly) must be approved in advance by the CFO. Political donations should not be made on behalf of the Company in countries in which we do not have a presence.

Political donations made by individuals on their own behalf should comply with local laws and regulations.

In the U.S., various federal, state, and municipal laws and regulations impose specific restrictions and rules with respect to political contributions, both those made on behalf of the Company or made by individuals on their own behalf, which can carry significant penalties for the Company for violations. The CFO should be consulted before making any political contributions in the U.S. on behalf of the Company or by individuals on their own behalf.

The Company encourages its employees, officers and directors to take an active role in public service. However, any participation in this regard is to be undertaken as an individual and not as a representative of the Company and individuals should be mindful that their participation in any outside interest must not prevent them from adequately discharging their duties to the Company.

Lobbying activities generally include attempts to influence the passage or defeat of legislation and it may trigger registration and reporting requirements. In many jurisdictions, the definition of lobbying activity is extended to cover efforts to induce rule-making by executive branch agencies or other official actions of agencies, including the decision to enter into a contract or other arrangement.

You should not engage in lobbying activities on behalf of the Company without the prior written approval of the CFO.

Charitable Donations

We encourage our directors, officers and employees to contribute personal time and resources to charities and non-profit organizations. However, unless the solicitation is supported by the Company, you are prohibited from using the Company name or Company stationery for solicitation of donations.

All requests for corporate gifts to charities and other not-for-profit organizations should be approved in advance by the CFO. Charitable donations made by individuals on their own behalf should comply with local laws and regulations.

If you are requested by a public official to make a personal donation to a particular charity, please consult with the CFO before agreeing to or making the donation.

COMPLIANCE WITH CODE

Reports and Complaints

Each employee must act in compliance with, and report any violation of, this Code. In most cases, you should report your concern to your immediate supervisor.

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Norbord Inc.

Code of Business Conduct

In the event you do not want to report violations to your supervisor, you can always

report a complaint through the Company’s reporting hotline.

Our reporting hotline (the “Reporting Hotline”) is managed by an independent third party called Clearview Connects. The Reporting Hotline allows anyone to call anonymously (if they so choose) to report suspected unethical, illegal or unsafe behaviour. The Reporting Hotline is available toll-free, 24 hours a day, 7 days a week. Reports will be investigated in a fair, unbiased and timely manner, and there is a ‘Sensitive Report’ option that submits your comments directly to the Chair of the Audit Committee. Employees’ identity will be protected. The contact information is as follows:

Website: www.clearviewconnects.com

Mail: Clearview Connects – PO Box 11017, Toronto, Ontario, M1E 1N0

North American Hotline: 1 (866) 608-7287 / European Hotline: 00 800 9643 9643

Directors should promptly report violations to the Chair of the Board, or to the relevant committee Chair.

You will not experience retribution or retaliation for a complaint made in “good faith”.

No retribution or retaliation will be taken against any person who has filed a report based on the reasonable good faith belief that a violation of the Code has occurred or may in the future occur; however, making a report does not necessarily absolve you (if you are involved) or anyone else of the breach or suspected breach of the Code. The Company reserves the right to discipline you if you provide false information or make an accusation you know to be untrue. This does not mean that the information that you provide has to be correct, but it does mean that you must reasonably believe that the information is truthful and demonstrates a possible violation of the Code. If you believe that you have been unfairly or unlawfully retaliated against, you may file a complaint with your supervisor or by calling the Reporting Hotline. The person named in the report will be given an opportunity to respond to the complaint or concern in writing and that response will be included in the final record relating to the complaint or concern.

Disciplinary Action for Code Violations

We will impose discipline for each Code violation that fits the nature and particular facts of the violation. Depending on the nature of the violation you may be disciplined up to and including immediate termination for cause and, if warranted, legal proceedings may be brought against you.

Compliance with Code

All Designated Employees of the Company will be provided with a copy of this Code. At the commencement of employment and each year thereafter, each Designated Employee will be required to acknowledge their receipt and their obligation to comply with the Code. Employee acknowledgements will be retained by the Human Resources department.

Designated Employees include:

i) the President and all Vice-Presidents, Directors, General Managers, Managers and Supervisors;

ii) all other employees working in finance, accounting, sales, logistics, information systems, environmental, communications, safety, procurement, human resources, payroll, stores and shipping; and

iii) any other employee specified by an officer of the Company.

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Norbord Inc.

Code of Business Conduct

In addition, all employees must disclose in writing to the head of their departments all activities, investments or businesses that might create, or reasonably be regarded as creating, an actual or potential conflict of interest with their duties for the Company. Each head of a department must ensure that actions are taken so that there will be no conflicts of interest within his or her department.

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Norbord Inc.

Code of Business Conduct

SCHEDULE ACKNOWLEDGEMENT

I acknowledge that I have received a copy of Norbord’s Code of Business Conduct and that I have read it and understand its contents. I acknowledge and accept that my continued employment by Norbord may be dependent upon my compliance with its rules as set forth in the Code of Business Conduct. I also understand that I have an obligation to report any violation of these rules in the manner set forth in the Code of Business Conduct.

Signature of employee

Name of employee

Title

Location

Date

October 29, 2015 Page 12 of 12

EX-99.40

Exhibit 99.40

	Industry	Industrie
	Canada	Canada

Certificate of Amalgamation	Certificat de fusion
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

Norbord Inc.

Corporate name / Dénomination sociale

936982-1

Corporation number / Numéro de société

I HEREBY CERTIFY that the above-named corporation resulted from an amalgamation, under section 185 of the Canada Business Corporations Act, of the corporations set out in the attached articles of amalgamation. JE CERTIFIE que la société susmentionnée est issue d’une fusion, en vertu de l’article 185 de la Loi canadienne sur les sociétés par actions, des sociétés dont les dénominations apparaissent dans les statuts de fusion ci-joints.

Virginie Ethier

Director / Directeur

2015-07-15

Date of Amalgamation (YYYY-MM-DD)

Date de fusion (AAAA-MM-JJ)

Industry Industrie Canada Canada Canada Business Corporations Act (CBCA) FORM 9 ARTICLES OF AMALGAMATION (Section 185)1 - Corporate name of the amalgamated corporation Norbord Inc. 2 - The province or territory in Canada where the registered office is situated (do not indicate the full address) Ontario 3 - The classes and any maximum number of shares that the corporation is authorized to issue The annexed Schedule is incorporated in this form. 4 - Restrictions, if any, on share transfers None. 5 - Minimum and maximum number of directors (for a fixed number of directors, please indicate the same number in both boxes) Minimum number 8 Maximum number 20 6 - Restrictions, if any, on the business the corporation may carry on None. 7 - Other provisions, If any The annexed Schedule is incorporated in this form. 8 - The amalgamation has been approved pursuant to that section or subsection of the Act which is Indicated as follows: 183 - Long form : 184( 1). Vertical short-form: 184(2) - Horizontal short-form : approved by special approved by resolution of approved by resolution of resolution of shareholders directors directors 9 - Declaration I hereby certify that I am a director or an authorized officer of the following corporation: Name of the amalgamating corporations Corporation number Signature Ainsworth Lumber Co. Ltd. 936797-7 Norbord Inc. 357286-2 Note. Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA). IQ 3190E (2013/07) Page 1 of 2 canada

SCHEDULE 1

The Corporation is authorized to issue an unlimited number of Class A Preferred Shares (including 20,000,0000 Class A Preferred Shares Series 1), an unlimited number of Class B Preferred Shares, an unlimited number of Non-Voting Participating Shares and an unlimited number of Common Shares.

(1) The rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares are as follows:

(a) Series: The Class A Preferred Shares may at any time or from to time be issued in one or more series. Subject to the following provisions, the board of directors of the Corporation (the “board”) may by resolution fix from time to time before the issue thereof the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the Shares of, each series of Class A Preferred Shares.

(b) Idem: The Class A Preferred Shares shall be entitled to priority over the Class B Preferred Shares, the Non-Voting Participating Shares and the Common Shares and all other shares ranking junior to the Class A Preferred Shares with respect to the payment of dividends and the distribution of assets of the Corporation in the event of any liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs.

(c) Voting Rights: Except as may otherwise be provided in the rights, privileges, restrictions and conditions attaching to any series of Class A Preferred Shares, the holders of the Class A Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

(2) The first series of Class A Preferred Shares shall consist of 20,000,000 shares designated Floating/Adjustable Rate Cumulative Redeemable Class A Preferred Shares Series 1 (“Class A Preferred Shares Series 1”) and, in addition to the rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

(a) Cumulative Dividends:

(i) For the purposes of these provisions:

“Adjustment Factor” for any calendar quarter means the percentage per annum, positive or negative, based on the Calculated Trading Price of the Class A Preferred Shares Series 1 for the last 30 days of the preceding calendar quarter, determined in accordance with the following:

If such Calculated Trading Price is	the Adjustment Factor shall be
Greater than $25.500		-0.40	%
Greater than $25.2500 but less than 525.5001		-0.20	%
Greater than $24.7499 but less than $25.2501		Nil
Greater than $24.4999 but less than $24.7500		+0.20	%
Less than $24.5000		+0.40	%

provided that, if the Class A Preferred Shares Series 1 do not trade on the Exchange during the last 30 days of any calendar quarter, the Adjustment factor for the following calendar quarter, shall be nil;

“Adjustment Rate” for any calendar quarter means the percentage per annum which is the sum of the Adjustment Factor for such calendar quarter and the Adjustment Rate for the immediately preceding calendar quarter, provided that, for greater certainty, the Adjustment Rate for the calendar quarter immediately succeeding the calendar quarter during which the Class A Preferred Shares Series 1 are listed for trading on the Exchange shall be the Adjustment Factor for such succeeding calendar quarter;

“Annual Dividend Rate” for any calendar quarter means the rate per annum (rounded to the nearest 1/1000 of 1%) determined by adding 72% of Prime for such calendar quarter to the Adjustment Rate for such calendar quarter, provided that the Annual Dividend Rate for any calendar quarter shall in no event be greater than Prime for such calendar quarter or be less than 50% of Prime for such calendar quarter;

“Calculated Trading Price” for the last 30 days of any calendar quarter means:

(A) the aggregate dollar value of all trades of Class A Preferred Shares Series 1 on the Exchange for all Trading Days in such last 30 of such calendar quarter

divided by

(B) the aggregate of the Daily Trading Volumes for all Trading Days in such last 30 days of such calendar quarter;

- 2 -

“Daily Trading Volume” for any Trading Day means the aggregate number of Class A Preferred Shares Series 1 traded in all transactions occurring during such Trading Day on the Exchange;

“Exchange” means the Toronto Stock Exchange or, if the board has determined that such exchange is not the principal trading market for the Class A Preferred Shares Series 1, then such other stock exchange in Canada that the board shall determine to be the principal trading market for the Class A Preferred Shares Series 1 and, should no alternative exchange be available, then such other trading market as the board shall determine to be the principal trading market for the Class A Preferred Shares Series 1;

“Initial Dividend Period” means the period from and including the date of issue of the Class A Preferred Shares Series 1 to and including the last day of the calendar quarter during which the Class A Preferred Shares Series 1 are listed for trading on the Exchange;

“Prime” for a calendar quarter means the average (rounded to the nearest 1/1000 of 1%) of the Prime Rates in effect on each day of such calendar quarter, provided that, if such average cannot be determined for any calendar quarter, then Prime for such calendar quarter shall be Prime for the immediately preceding calendar quarter that was determinable;

“Prime Rate” means the rate of interest per annum established from time to time by such Canadian chartered bank as may from time to time be determined by the board as the reference rate of interest for the determination of interest rates that such bank will charge to customers of varying degrees of credit worthiness in Canada for Canadian dollar loans in Toronto, Ontario, provided that, if such bank does not have a Prime Rate in effect on any day in a calendar quarter, the Prime Rate for the day will be 1.25% per annum plus the average during such calendar quarter of the average yields at weekly tender on 91 day Government of Canada Treasury Bills as reported by the Bank of Canada; and

“Trading Day” means, if the Exchange is a stock exchange, a day on which the stock exchange is open for trading and, in any other case, a business day.

- 3 -

(ii) The holders of the Class A Preferred Shares Series 1 shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board out of the assets of the Corporation properly applicable to the payment of dividends, preferential cumulative cash dividends as hereinafter provided. Such dividends shall accrue on a day-to-day basis from and including the date fixed by the board, or if no date is fixed then from and including the date of issue, and shall be determined for each calendar quarter and be payable on the 15th days of January, April, July and October in each year to holders of record as at the last day of the preceding month.

(iii) Dividends payable with respect to the Initial Dividend Period shall be payable per share at a rate per annum equal to 72% of Prime for the applicable calendar quarter on the aggregate of $25 plus all unpaid dividends which shall have accrued thereon and in respect of which a dividend payment date has passed without such dividends being paid.

(iv) Dividends payable with respect to a calendar quarter occurring after the expiration of the Initial Dividend Period shall be payable in an amount per share equal to the quotient obtained (rounded to the nearest $0.001) by dividing (A) the product obtained by multiplying the Annual Dividend Rate in effect for such calendar quarter by the aggregate of $25 plus all unpaid dividends which shall have accrued thereon and in respect of which a dividend payment date has passed without such dividends being paid, by (B) 4.

(v) Payments in respect of such dividends shall be made by electronic transfers or by cheques of the Corporation payable at par at any branch of the Corporation’s bankers in Canada. Any such payment represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of 6 years from the date on which it was declared to be payable shall be forfeited to the Corporation and the liability of the Corporation with respect thereto shall be extinguished for all purposes.

(vi) If on any dividend payment date the dividend payable on such date is not paid in full on all the Class A Preferred Shares Series 1 then issued and outstanding, such dividend, or the unpaid part thereof, shall be paid on a subsequent date or dates determined by the board on which the Corporation shall have sufficient money properly applicable to the payment of the same. The holders of Class A Preferred Shares Series 1 shall not be entitled to any dividends other than or in excess of the cash dividends hereinbefore provided for.

- 4 -

(b) Participation upon Liquidation, Dissolution or Winding up: In the event of the liquidation, dissolution or winding up of the corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Class A Preferred Shares Series 1 shall be entitled to receive from the assets of the Corporation a sum per share equal to the aggregate of $25 plus all unpaid dividends which shall have accrued thereon at the rate hereinbefore provided for to but excluding a date 21 days before the date specified for distribution (and, if such dividends have accrued during a period other than a calendar quarter, calculated with respect to such period rather than a calendar quarter) and thereafter from and including such twenty-first day before the date specified for distribution to but excluding the date of distribution at the Prime Rate in effect as at the close of business on such twenty-first day, before any amount shall be paid or any assets of the Corporation distributed to the holders of any Class B Preferred Shares, Non-Voting Participating Shares or Common Shares or shares of any other class ranking junior to the Class A Preferred Shares Series 1. After payment to the holders of the Class A Preferred Shares Series 1 of the amount so payable to them as above provided they shall not be entitled to share in any further distribution of the assets of the Corporation.

(c) Redemption by Corporation: The Corporation may, upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Class A Preferred Shares Series 1 on payment of $25 for each share to be redeemed plus all unpaid dividends which shall have accrued thereon at the rate hereinbefore provided for to but excluding a date 21 days before the date specified for redemption (and, if such dividends have accrued during a period other than a calendar quarter, calculated with respect to such period rather than a calendar quarter) and thereafter from and including such twenty-first day before the date specified for redemption to but excluding the date of redemption at the Prime Rate in effect as at the close of business on such twenty-first day, the whole constituting and being herein referred to as the “Redemption Amount”.

(d) Idem: In the case of redemption of Class A Preferred Shares Series 1 under the provisions hereof, the Corporation shall at least 21 days before the date specified for redemption mail to each person who at the date of mailing is a registered holder of Class A Preferred Shares Series 1 to be redeemed a notice in writing of the intention of the Corporation to redeem such Class A Preferred Shares Series 1. Such notice shall be mailed by letter, postage prepaid, addressed to each such holder at his address as it appears on the records of the Corporation or in the event of the address of any such holder not so appearing then to the last known address of such holder, provided, however, that accidental failure to give any such notice to one or more of such holders shall not affect the validity of such redemption. Such notice shall set out the Redemption Amount or the method pursuant to which the Redemption Amount will be calculated and the date on which redemption is to take place and if part only of the shares held by the person to whom it is addressed is to be redeemed the number thereof so to be redeemed.

- 5 -

On or after the date so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the holders of the Class A Preferred Shares Series 1 to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Corporation or any other place designated in such notice of the certificates representing the Class A Preferred Shares Series 1 called for redemption. Such payments shall be made by electronic transfers or by cheques payable at par at any branch of the Corporation’s bankers in Canada. Any such payment represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of 6 years from the date on which it was declared to be payable shall be forfeited to the Corporation and the liability of the Corporation with respect thereto shall be extinguished for all purposes. If a part only of the shares represented by any certificate be redeemed a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice the holders of the Class A Preferred Shares Series 1 called for redemption shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders of Class A Preferred Shares Series 1 in respect thereof unless payment of the Redemption Amount is not made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders of the said Class A Preferred Shares Series 1 shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class A Preferred Shares Series 1 to deposit the Redemption Amount of the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class A Preferred Shares Series 1 called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Class A Preferred Shares Series 1 in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or such redemption date, as the case may be, shall be limited, subject as hereinafter provided, to receiving without interest their proportionate part of the total Redemption Amount so deposited against presentation and surrender of the said certificates held by them respectively and any interest allowed on such deposit shall belong to the Corporation. All amounts so deposited shall be forfeited to the Corporation after 6 years from the date specified for redemption and the right of the holder of any certificate not presented and surrendered by such time to any payment with respect thereto shall be extinguished for all purposes.

- 6 -

(e) Voting Rights: The holders of Class A Preferred Shares Series 1 shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting unless and until the Corporation from time to time shall fail to pay 8 quarterly dividends on the Class A Preferred Shares Series 1 whether or not consecutive and whether or not such dividends have been declared and whether or not there is any money of the Corporation properly applicable to the payment of dividends. Thereafter, but only so long as any dividends on any Class A Preferred Shares Series 1 remain in arrears, the holders of the Class A Preferred Shares Series 1 shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and to 1 vote in respect of each Class A Preferred Shares Series 1 held at all such meetings.

(3) The rights, privileges, restrictions and conditions attaching to the Class B Preferred Shares are as follows:

(a) Series: The Class B Preferred Shares may at any time or from time to time be issued in one or more series. Subject to the following provisions, the board may by resolution fix from time to time before the issue thereof the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of. each series of Class B Preferred Shares.

(b) Idem: The Class B Preferred Shares shall be entitled to priority over the Non-Voting Participating Shares and the Common Shares and all other shares ranking junior to the Class B Preferred Shares with respect to the payment of dividends and the distribution of assets of the Corporation in the event of any liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs.

(c) Voting Rights: Except as may otherwise be provided in the rights, privileges, restrictions and conditions attaching to any series of Class B Preferred Shares, the holders of the Class B Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

(4) The rights, privileges, restrictions and conditions attaching to the Non-Voting Participating Shares are as follows:

(a) Series: The Non-Voting Participating Shares may at any time or from time to time be issued in one or more series. Subject to the following provisions, the board may by resolution fix from time to time before the issue thereof the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series of Non-Voting Participating Shares.

- 7 -

(b) Payment of Dividends: In addition to any rights to preferential dividends as may be provided for in the rights, privileges, restrictions and conditions attaching to any series of Non-Voting Participating Shares, the holders of the Non-Voting Participating Shares shall be entitled to receive dividends if, as and when declared by the board out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such, manner as the board may from time to time determine. However, the Non-Voting Participating Shares and the Common Shares shall, subject to any rights to preferential dividends hereinbefore referred to, participate equally as to dividends and, subject to any such rights, all dividends which the board may at any time determine to declare and pay on the Non-Voting Participating Shares and the Common Shares shall be declared and paid in equal or equivalent amounts per share on all of the Non-Voting Participating Shares and Common Shares at the time outstanding without preference or distinction.

(c) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Non-Voting Participating Shares shall, in addition to any rights to priority in the distribution of assets of the Corporation, as may be provided for in the rights, privileges, restrictions and conditions attaching to any series of Non-Voting Participating Shares but subject to the rights of the holders of any other class of shares of the Corporation entitled to receive the assets of the Corporation upon such a distribution in priority to or rateably with the holders of the Non-Voting Participating Shares, be entitled to participate rateably with the holders of the Common Shares in any distribution of the assets of the Corporation.

(d) Voting Rights: The holders of the Non-Voting Participating Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

(e) Subdivision, Consolidation, Reclassification or Other Change: None of the Non-Voting Participating Shares or Common Shares shall be subdivided, consolidated or otherwise changed unless contemporaneously therewith the other said class of shares is subdivided, consolidated or otherwise changed in the same proportion and in the same manner.

- 8 -

(5) The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:

(a) Payment of Dividends: The holders of the Common Shares shall be entitled to receive dividends if, as and when declared by the board out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board may from time to time determine. Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or rateably with the holders of the Common Shares, the board may in its sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Corporation.

(b) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive the assets of the Corporation upon such a distribution in priority to or rateably with the holders of the Common Shares, be entitled to participate rateably in any distribution of the assets of the Corporation.

(c) Voting Rights: The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and to 1 vote in respect of each Common Share held at all such meetings.

- 9 -

SCHEDULE “A”

The restated articles of incorporation of the Corporation be amended to provide that:

(a) The authorized capital of the Corporation is amended by consolidating all of the issued and outstanding Common Shares of the Corporation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares.

(b) In the event that the consolidation would otherwise result in the issuance of a fractional Common Share, no fractional Common Share shall be issued and such fraction will be rounded down to the nearest whole number.

(c) The effective date of such consolidation shall be the date shown in the certificate of amendment issued by the Director appointed under the Canada Business Corporations Act or such other date indicated in the articles of amendment provided that, in any event, such date shall be prior to October 31, 2009.

SCHEDULE

The number of directors within the minimum and maximum number set out in paragraph 5 may be determined from time to time by resolution of the board of directors. Any vacancy among the directors resulting from an increase in the number of directors so determined may be filled by resolution of the directors.

EX-99.41

Exhibit 99.41

NORBORD INC.

STOCK OPTION PLAN

April 27, 2012, as amended June 14, 2015

TABLE OF CONTENTS

ARTICLE 1 - PURPOSE OF THE PLAN		1
1.01	Purpose	1
ARTICLE 2 - INTERPRETATION		1
2.01	Definitions	1
2.02	Extended Meanings	4
2.03	Legislative References	4
ARTICLE 3 - GRANT OF OPTIONS		4
3.01	Authority of Board	4
3.02	Eligibility	4
3.03	Maximum Shares	4
3.04	Limits with Respect to Insiders	5
ARTICLE 4 - TERMS OF OPTIONS		5
4.01	Option Agreement	5
4.02	Exercise Price	5
4.03	Vesting	5
4.04	Black Out Periods	5
4.05	Early Expiry	5
4.06	Assignment	6
4.07	Participation	7
4.08	Adjustments to Shares	7
ARTICLE 5 - EXERCISE OF OPTIONS		9
5.01	Manner of Exercise	9
5.02	Delivery of Share Certificate	9
5.03	Withholding	9
ARTICLE 6 - ADMINISTRATION		9
6.01	Administration	9
6.02	Amendment and Termination	10
6.03	Compliance with Laws and Exchange Rules	11

ARTICLE 1 - PURPOSE OF THE PLAN

1.01 Purpose

The purpose of the Norbord Inc. Stock Option Plan is to provide an incentive to the employees and officers of the Corporation and its subsidiaries to achieve the longer term objectives of the Corporation, to give suitable recognition of the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

ARTICLE 2 - INTERPRETATION

2.01 Definitions

In this Plan:

“5-Day VWAP Period” has the meaning ascribed to that term in Section 4.02(1).

“Black Out Period” means any period during which a policy of the Corporation prevents an Insider from trading in the Shares.

“Board” means the board of directors of the Corporation.

“Change of Control” includes:

(i) the acquisition by any persons acting jointly or in concert (as determined by the Securities Act), other than Brookfield Asset Management Inc. and its affiliates, whether directly or indirectly, of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50.1% of all outstanding voting securities of the Corporation;

(ii) an amalgamation, arrangement or other form of business combination of the Corporation with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50.1% of all outstanding voting securities of the corporation resulting from the business combination;

(iii) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Corporation or to a Related Entity; or

(iv) any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole discretion.

“Committee” means the Human Resources Committee of the Board or such other persons designated by the Board from time to time.

“Control” by a person over a second person means the power to direct, directly or indirectly, the management and policies of the second person by virtue of:

(i) ownership of or direction over voting securities in the second person;

(ii) a written agreement or indenture;

(iii) being or Controlling the general partner of the second person; or

(iv) being a trustee of the second person.

“Corporation” means Norbord Inc. and any successor corporation thereto.

“Eligible Person” means any employee or officer of the Corporation or any Related Entity.

“Exercise Price” means the price per share at which Shares may be subscribed for by an Optionholder pursuant to a particular Option Agreement.

“Expiry Date” means the date on which an Option expires pursuant to the Option Agreement relating to that Option or, if such date occurs during a Black Out Period, the date determined pursuant to Section 4.04.

“Grant Date” means the date on which an Option is to be granted, which date will not be earlier than the sixth trading day immediately following the date that the Board resolves to grant the Option, provided that if the Board resolves to grant the Option during a Black Out Period, the Grant Date of the Option will be the sixth trading day immediately following the expiration of the Black Out Period.

“Insider” has the meaning given to that term in the Securities Act and also includes associates and affiliates of the insider, but does not include directors or senior officers of a subsidiary or affiliate of the Corporation unless such director or senior officer:

(i) in the ordinary course receives or has access to information as material facts or material changes concerning the Corporation before the material facts or material changes are generally disclosed;

(ii) is a director or senior officer of a “major subsidiary” of the Corporation (where “major subsidiary” has the meaning given to that term in National Instrument 55-101 – Insider Reporting Exemptions); or

(iii) is an insider of the Corporation in a capacity other than as a director or senior officer of the subsidiary or affiliate.

- 2 -

For the purpose of this definition, the terms “affiliate”, “associate” and “subsidiary” have the meanings given to them, respectively, in the Securities Act.

“Market Price” of a Share has the meaning set out in Section 4.02.

“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions.

“Notice of Exercise” means a notice, substantially in the form of the notice set out in Schedule B or in such other form as approved by the Board, from an Optionholder to the Corporation giving notice of the exercise or partial exercise of an Option previously granted to the Optionholder.

“Option” means an option to purchase Shares granted to an Eligible Person pursuant to the terms of the Plan.

“Option Agreement” means an agreement, substantially in the form of the agreement set out in Schedule A to this Plan or in such other form as approved by the Board, between the Corporation and an Eligible Person setting out the terms of an Option granted to the Eligible Person.

“Optioned Shares” means the Shares that may be subscribed for by an Optionholder pursuant to an Option Agreement.

“Optionholder” means an Eligible Person to whom an Option has been granted.

“Permitted Assigns” has the meaning ascribed to that term in section 2.22 of NI 45-106.

“Plan” means the Norbord Inc. Stock Option Plan, as amended from time to time.

“Related Entity” means, for the Corporation, a person that Controls or is Controlled by the Corporation or that is Controlled by the same person that controls the Corporation.

“Securities Act” means the Securities Act (Ontario).

“Security Based Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation, including a share purchase from treasury that is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

“Shares” means, subject to the provisions of Section 4.08, the Common Shares of the Corporation.

“Termination Date” means the actual date of termination of (i) the office of the Optionholder or (ii) the employment of the Optionholder, as applicable, and does not include any period during which the Optionholder is in receipt of or is eligible to receive any statutory, contractual or common law notice or compensation in lieu thereof or severance payments following the actual date of termination or resignation.

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2.02 Extended Meanings

In this Plan, words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and unlimited partnerships, associations, trusts, incorporated organizations, joint ventures and governmental authorities.

2.03 Legislative References

In this Plan, a reference to any statute, regulation, national instrument or other legislation is to that legislation as now enacted or as the same may from time to time be amended, re-enacted or replaced.

ARTICLE 3 - GRANT OF OPTIONS

3.01 Authority of Board

(1) Subject to the limitations of the Plan, the Board has the authority:

(a) to determine which Eligible Persons are to be granted Options and to grant Options to those Eligible Persons;

(b) to determine the terms of such Options; and

(c) to prescribe the form of Option Agreement and Notice of Exercise with respect to a particular Option, if other than substantially as set forth in Schedules A and B to this Plan.

(2) Notwithstanding the provisions of Section 3.01(1), no Option will be granted under the Plan unless recommended by a majority of the Committee.

3.02 Eligibility

Options may be granted by the Board to any Eligible Person, subject to the limitations set forth in Section 3.04, prior to his or her Termination Date.

3.03 Maximum Shares

(1) The maximum number of Shares that may be issued pursuant to Options granted under the Plan is 4.9 million Shares, subject to adjustment as provided in Section 4.08.

(2) Any Shares subject to an Option that expires or terminates without having been fully exercised may be made the subject of a further Option.

- 4 -

3.04 Limits with Respect to Insiders

(1) The number of Shares issuable to Insiders, at any time, pursuant to the Plan and any other Securities Based Compensation Arrangement cannot exceed 10% of the issued and outstanding Shares.

(2) The number of Shares issued to Insiders, within any one year period, under the Plan and any other Securities Based Compensation Arrangement cannot exceed 10% of the issued and outstanding Shares.

ARTICLE 4 - TERMS OF OPTIONS

4.01 Option Agreement

As soon as practicable following the grant of an Option, the Corporation will deliver to the Optionholder an Option Agreement dated the Grant Date, containing the terms of the Option and executed by the Corporation, and upon delivery to the Corporation of the Option Agreement executed by the Optionholder such Optionholder will be a participant in the Plan and have the right to purchase the Optioned Shares on the terms set out in the Option Agreement and the Plan.

4.02 Exercise Price and Number of Options Granted

(1) The Exercise Price of Shares subject to an Option will be determined by the Board at the time it resolves to grant the Option and will be not less than the market price (the “Market Price”) of the Shares at the Grant Date, calculated as the volume-weighted average price of a Share on the principal stock exchange on which the Shares are trading for the five trading days preceding the Grant Date (the “5-Day VWAP Period”) or, if the Shares are not listed on a stock exchange, the fair market value of a Share on the Grant Date as determined by the Board.

(2) The number of Options to be granted to an Eligible Person will be determined by the Board at the time it resolves to grant the Options and, if the Shares are listed on a stock exchange, prior to the commencement of the 5-Day VWAP Period.

4.03 Vesting

An Option may be granted subject to vesting requirements. Any vesting requirements will be determined at the time the Option is granted and will be set out in the Option Agreement.

4.04 Black Out Periods

If the date on which an Option expires pursuant to an Option Agreement occurs during or within 10 days after the last day of a Black Out Period, the Expiry Date for the Option will be the last day of such 10-day period.

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4.05 Early Expiry

(1) Unless otherwise determined by the Committee, an Option will expire before its Expiry Date in the following events and manner:

(a) if an Optionholder dies, only the portion of the Option that is exercisable at the date of death of the Optionholder may be exercised by the personal representatives of the Optionholder during the period ending six months after the death of the Optionholder, after which period all Options terminate;

(b) if the employment of an Optionholder is terminated without cause, including a constructive dismissal, only the portion of the Option that is exercisable at the Termination Date may be exercised by the Optionholder during the period ending 90 days after the Termination Date, after which period all Options expire; and

(c) an Option will expire immediately upon the Optionholder ceasing to be an Eligible Person as a result of his or her resignation or being dismissed from his or her office or employment for cause including where an Eligible Person resigns his or her office or employment after being requested to do so by the Corporation as an alternative to being dismissed or terminated by the Corporation for cause,

subject in all cases to the earlier expiration of an Option on its applicable Expiry Date. For greater certainty, the retirement of an Optionholder pursuant to the provisions of a retirement plan of the Corporation or a Related Entity or an Optionholder’s cessation of employment due to permanent disability will not affect the terms of outstanding Options.

(2) Notwithstanding the provisions of Section 4.05(1), the Committee may, in its discretion, at any time prior to or following any event contemplated in Section 4.05(1), permit the exercise of any or all Options held by an Optionholder in the manner and on the terms authorized by the Committee, provided that the Committee will not, in any case, authorize the exercise of an Option after its applicable Expiry Date.

(3) On the expiry of an Option all rights of a participant thereunder, whether unexercised or not yet exercisable, will automatically expire and be cancelled without any compensation being paid therefor.

4.06 Assignment

(1) An Optionholder may assign Options to a Permitted Assign of the Optionholder. For greater certainty, the terms of the Plan continue to apply to assigned Options except that the assigned Options are exercisable by the Permitted Assign.

(2) Except as provided in Section 4.05(1)(a), an Option may be exercised only by the Optionholder or a Permitted Assign of the Optionholder and is not assignable in law or in equity, and any purported assignment is void and of no force and effect whatsoever.

- 6 -

4.07 Participation

(1) Participation in this Plan will be entirely voluntary and any decision not to participate will not affect an Eligible Person’s employment or other relationship with the Corporation or any Related Entity.

(2) Nothing in this Plan or in any Option Agreement will confer on any Optionholder any right to remain as an employee or officer of the Corporation or any Related Entity.

(3) An Optionholder will only have rights as a shareholder of the Corporation with respect to Shares that the Optionholder acquires through the exercise of an Option in accordance with its terms.

4.08 Adjustments to Shares

(1) Subject to the right of the Board to make such additional or other adjustments as it considers appropriate in the circumstances:

(a) upon a subdivision of the Shares into a greater number of Shares, a consolidation of the Shares into a lesser number of Shares or the issue of a stock dividend to holders of the Shares (other than dividends in the ordinary course), the number of Shares authorized to be issued under the Plan, the number of Shares receivable on the exercise of an Option and the Exercise Price thereof will be increased or reduced proportionately and the Corporation will deliver upon the exercise of an Option, in addition to or in lieu of the number of Optioned Shares in respect of which the right to purchase is being exercised and without the Optionholder making any additional payment, such greater or lesser number of Shares as results from the subdivision, consolidation or stock dividend;

(b) upon the distribution by the Corporation to holders of the Shares of shares of any class (whether of the Corporation or another corporation, but other than Shares), rights, options or warrants, evidences of indebtedness or cash (other than dividends in the ordinary course), other securities or other assets, either the Exercise Price of the Optioned Shares will be reduced proportionately or the Corporation will deliver upon exercise of an Option, in addition to the number of Optioned Shares in respect of which the right to purchase is being exercised and without the Optionholder making any additional payment, such other securities, evidence of indebtedness or assets as result from such distribution; and

(c) upon a capital reorganization, reclassification or change of the Shares, a consolidation, merger, amalgamation, arrangement or other form of corporate reorganization or combination of the Corporation with another corporation or a sale, lease or exchange of all or substantially all of the assets of the Corporation, the Corporation will deliver upon exercise of an Option, in lieu of the Optioned Shares in respect of which the right to purchase is being exercised, the kind and amount of shares or other securities or assets as result from such event.

- 7 -

The purpose of such adjustments is to ensure that any Optionholder exercising an Option after any such event will be in substantially the same position as such Optionholder would have been in if he or she had exercised the Option prior to such event.

(2) Notwithstanding any other provision herein, in the event of a proposed Change of Control, the Board may, as deemed necessary or equitable by the Board in its sole discretion, determine the manner in which all unexercised Options granted under the Plan will be treated including, for example, requiring the acceleration of the time for the exercise of such Options by the Optionholder and of the time for the fulfillment of any conditions or restrictions on such exercise. All determinations of the Board under this Section will be binding for all purposes of the Plan. If the Board elects to accelerate the vesting of any or all outstanding Options immediately prior to the completion of any such transaction, it may also determine that all such outstanding Options will be purchased by the Corporation or a Related Entity for an amount per Option equal to the “Transaction Price” (as defined below), less the applicable Exercise Price (except that where the Exercise Price exceeds the Transaction Price, the amount per Option for such Options will be $0.01), as of the date such transaction is determined to have occurred or as of such other date prior to the transaction closing date as the Board may determine. For purposes of this paragraph, “Transaction Price” means the fair market value of a Share based on the consideration payable in the applicable transaction as determined by the Board.

(3) If, at any time when an Option granted under the Plan remains unexercised, an offer to purchase all of the Shares of the Corporation is made by a third party, the Corporation will use its best efforts to bring such offer to the attention of the Optionholder as soon as practicable.

(4) An adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this Section are cumulative.

(5) The Corporation will not be required to issue fractional Shares or other securities under the Plan and any fractional interest in a Share or other security that would otherwise be delivered upon the exercise of an Option will be cancelled.

(6) Except as expressly provided in this Section 4.08 or as determined by the Board, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to, the number of Shares that may be acquired on the exercise of any outstanding Option or the Exercise Price of any outstanding Option.

- 8 -

ARTICLE 5 - EXERCISE OF OPTIONS

5.01 Manner of Exercise

An Optionholder (or the personal representatives of a deceased Optionholder) who wishes to exercise an Option may do so by delivering the following to the Corporation before the expiry of the Option

(a) a completed Notice of Exercise and

(b) subject to the provisions of Section 5.03, a cheque (which need not be a certified cheque) or bank draft payable to the Corporation for the aggregate Exercise Price for the Optioned Shares being acquired.

If the Optionholder is deceased, the personal representatives of the Optionholder must also deliver to the Corporation evidence of their status. An Option may not be exercised for less than 100 Optioned Shares at any one time, except where a smaller number of Optioned Shares remains exercisable pursuant to an Option, in which case the Option may be exercised for such smaller number at one time.

5.02 Delivery of Share Certificate

Not later than five business days after receipt of the Notice of Exercise and payment in full for the Optioned Shares being acquired as provided in Section 5.01, the Corporation will direct its transfer agent to issue a certificate in the name of the Optionholder (or, if deceased, the Optionholder’s estate) for the number of Optioned Shares purchased by the Optionholder (or the Optionholder’s estate), which will be issued as fully paid and non-assessable Shares.

5.03 Withholding

The Corporation will withhold taxes to the extent required by applicable law in respect of any amounts under this Plan.

ARTICLE 6 - ADMINISTRATION

6.01 Administration

(1) The Plan will be administered by the Board with the assistance of the Committee.

(2) The Committee has the authority to interpret the Plan, to adapt, amend, rescind and waive rules and regulations to govern the administration of the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan, which interpretations and determinations will be conclusive and binding on the Corporation and all other affected persons.

- 9 -

6.02 Amendment and Termination

(1) The Board may, at any time and from time to time, amend, suspend or terminate the Plan at any time, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any Optionholder under any Option previously granted to the Optionholder without the consent or deemed consent of the Optionholder.

(2) Notwithstanding the provisions of Section 6.02(1), the Board may not, without the approval of the security holders of the Corporation, make amendments to the Plan for any of the following purposes:

(a) to increase the maximum number of Shares that may be issued pursuant to Options granted under the Plan as set out in Section 3.03, subject to adjustment pursuant to Section 4.08;

(b) to reduce the Exercise Price of Options to less than the Market Price;

(c) to reduce the Exercise Price of Options;

(d) to extend the Expiry Date of Options for the benefit of an Insider;

(e) to increase the maximum number of Shares issuable to Insiders pursuant to Section 3.04(1) or (2); and

(f) to amend the provisions of this Section 6.02(2).

(3) In addition to the changes that may be made pursuant to Section 6.02(1), the Board may, at any time and from time to time, without the approval of the security holders of the Corporation, amend any term of any outstanding Option (including, without limitation, the Exercise Price, vesting and expiry of the Option), provided that:

(a) any required approval of any regulatory authority or stock exchange is obtained;

(b) if the amendments would reduce the Exercise Price or extend the Expiry Date of Options granted to Insiders other than as authorized pursuant to Section 4.08, approval of the holders of the outstanding Shares must be obtained;

(c) the Board would have had the authority to initially grant the Option under the terms as so amended; and

(d) the consent or deemed consent of the Optionholder is obtained if the amendment would materially prejudice the rights of the Optionholder under the Option.

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6.03 Compliance with Laws and Exchange Rules

The Plan, the grant and exercise of Options under the Plan and the Corporation’s obligation to issue Shares on exercise of Options will be subject to all applicable federal, provincial and foreign laws, rules and regulations and the rules of any regulatory authority or stock exchange on which the securities of the Corporation are listed. No Option will be granted and no Shares will be issued under the Plan where such grant or issue would require registration of the Plan or of such Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue of Shares in violation of this provision will be void. Shares issued to Optionholders pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.

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FORM OF OPTION AGREEMENT

NORBORD INC.

STOCK OPTION PLAN

OPTION AGREEMENT

This Option Agreement is entered into between Norbord Inc. (the “Corporation”) and the Optionholder named below pursuant to the Norbord Inc. Stock Option Plan (the “Plan”) and confirms that:

(a) on                      (the “Grant Date”);

(b)                                  (the “Optionholder”);

(c) was granted an option to purchase                                                               Shares (the “Optioned Shares”) of the Corporation, [exercisable as to 25% on each of the first, second, third and fourth anniversary dates of the Grant Date on a cumulative basis];

(d) at a price (the “Exercise Price”) of $          per Share; and

(e) for a term expiring at 5:00 p.m., Toronto time, on                      (the “Expiry Date”);

all on the terms set out in the Plan. By signing this agreement, the Optionholder acknowledges that he or she has read and understands the Plan and accepts the Options in accordance with the terms of the Plan.

IN WITNESS WHEREOF the Corporation and the Optionholder have executed this Option Agreement as of ●, 200●.

NORBORD INC.

By:

Name of Optionholder

Signature of Optionholder

FORM OF NOTICE OF EXERCISE

NORBORD INC.

STOCK OPTION PLAN

NOTICE OF EXERCISE

TO:	Norbord Inc.
	1 Toronto Street, Suite 600
	Toronto, Ontario
	M5C 2W4
	Attention:          Assistant Secretary

Reference is made to the Option Agreement made as of              200●, between Norbord Inc. (the “Corporation”) and the Optionholder named below. The Optionholder hereby exercises the Option to purchase Shares of the Corporation as follows:

Number of Optioned Shares for which Option being exercised:	●
Exercise Price per Share:	$●
Total Exercise Price (in the form of a cheque which need not be a certified cheque or bank draft tendered with this Notice of Exercise):	$●
Name of Optionholder as it is to appear on share certificate:	●
Address of Optionholder as it is to appear on the register of Shares of the Corporation [and to which a certificate representing the Shares being purchased is to be delivered]:

Dated
	Name of Optionholder
	Signature of Optionholder

EX-99.42

Exhibit 99.42

Norbord Statement of Policy and Procedure
Department:	Human Resources	Policy #
Section:	Board of Directors	Date:	May 15, 2015
Subject:	CODE OF BUSINESS CONDUCT	Country:	Can/US/EU
Issue to:	All Designated Employees	Legislated:	Yes

SUMMARY OF THE CODE OF BUSINESS CONDUCT (the “Code”)

As an employee, when acting on behalf of the Company, you are expected to:

		Page
Compliance with the Law			3
•	Comply with all laws, rules and regulations applicable to the Company’s businesses.
Personal Integrity			3
•	Protect the Company’s assets, and use them properly and with care for the benefit of the Company, and not for personal use.
•	Deal fairly with Company’s stakeholders and others.
•	Comply with the policies of the Company to provide an environment that promotes the health and safety of all employees and is free of discrimination, harassment and violence.
Conflicts of Interests			4
•	Obtain permission before joining the board of directors of another organization.
•	Avoid all situations in which your personal interests conflict or might conflict with the interests of the Company.
Disclosure of Company Information			5
•	Help ensure that the Company provides accurate and fair public disclosure.
•	Ensure that the books and records of the Company are complete, accurate and detailed, and report any accounting, auditing or disclosure concerns.
Confidential Information			6
•	Not use for your own financial gain, or disclose for the use of others, information obtained as a result of your role in the Company that has not been disclosed to the public.
•	Not buy or sell shares in the Company if you have knowledge of undisclosed material information.
•	Follow the blackout periods if you are an insider or deemed insider.
•	Refer all inquiries from the media, analysts, and investment community to an Authorized Spokesperson.

May 15, 2015 Page 1 of 11

Norbord Inc.

Code of Business Conduct

		Page
Communications and Media			7
•	Use the Company’s various forms of communication properly and appropriately.
•	Be cautious in your use of social media.
Anti-Bribery and Corruption			7
•	Not give or receive bribes, including “facilitation payments”.
•	Be sensitive when interacting with public officials.
•	Not permit any joint venture partners, agents, contractors or suppliers to pay a bribe on the Company’s behalf.
•	Only give or receive gifts and entertainment that are proportionate and reasonable for the circumstances.
•	Not offer contributions to political parties or candidates that might influence, or be perceived as influencing, a business decision.
•	Not engage in any lobbying activities on behalf of the Company without specific authorization.
•	Not solicit or offer donations to suppliers, vendors or public officials in a manner which communicates that compliance is a prerequisite for future business.
Compliance with Code			9
•	Report any violation of this Code.
•	Understand that you will be disciplined for any Code violations.
•	Sign an acknowledgement to confirm your agreement to comply with the Code.

May 15, 2015 Page 2 of 11

Norbord Inc.

Code of Business Conduct

EXPLANATION OF CODE

COMPLIANCE WITH THE LAW

Many of the Company’s activities are subject to complex and changing laws, rules and regulations. Ignorance of the law is not, in general, a defense to an action for contravention of a law. We expect employees to make every reasonable effort to become familiar with laws, rules and regulations affecting their activities and to exert due diligence in complying with them. Our objective is to restrict willful or negligent violations of these laws, rules and regulations.

For example, there are laws for the protection of the environment. The Company’s policy is to meet or exceed all applicable governmental requirements regarding the environment. Employees whose activities may affect the environment must be aware of the applicable governmental requirements and report any violations thereof to their superiors, or to a senior officer of the Company. Similarly, no employee may make any agreement or enter into any arrangement contrary to antitrust or competition laws. The Company’s Antitrust Policy sets out its beliefs and practices to ensure compliance with those laws and is available on the Company’s website at www.norbord.com.

The Company will make information concerning applicable laws available to its employees. If you have any doubts as to the applicability of any law, you should refer the matter to your supervisor or proceed as set out under the “Reports and Complaints” section of this Code.

PERSONAL INTEGRITY

Protecting the Company’s Assets

Company assets are to be used only for the purpose of fulfilling your employee responsibilities, not for personal use. All employees of Norbord have a responsibility to protect and safeguard the Company’s assets from loss, theft, misuse and waste.

The Company’s assets should never be used for personal gain, and you should not allow the Company’s assets to be used for illegal activities. If you become aware of theft, misuse or waste of our assets or have any questions about your proper use of them, you should speak with your supervisor. However, if you feel uncomfortable approaching your supervisor with your concern, you may proceed as set out under the “Reports and Complaints” section of this Code.

Misappropriation of the Company’s assets is a breach of your duty to the Company and may be an act of fraud against the Company. Taking the Company’s property from our facilities without permission is regarded as theft and could result in dismissal. In addition, carelessness or waste of the Company’s assets may also be a breach of your duty to the Company and could result in dismissal.

The Company’s assets include all memos, notes, lists, records and other documents (and copies of each of these) that you make or compile relating to the Company’s businesses. All of these are to be delivered to the Company promptly after your employment ceases, or at any time that the Company requests.

The Company’s assets also include electronic data, computer equipment, computer software, company information systems, access to e-mail, the Internet, telephones and other communications equipment. These assets must be safeguarded at all times and should not be used to conduct personal business. Internet use must be conducted in a professional manner, e.g., accessing internet sites containing obscene or offensive material, or sending e-mails that are derogatory or harassing to another person or group of people or chain e-mails, is prohibited. In addition, employees must be vigilant to ensure that electronic information is protected and that network security is maintained.

May 15, 2015 Page 3 of 11

Norbord Inc.

Code of Business Conduct

The Company reserves the right to retrieve and review any business systems information and data stored including any electronic messages composed, sent or received. All information and messaging data may be reviewed at any time.

Opportunities discovered through the use of Company assets or confidential information also belong to the Company.

Employees owe a duty to the Company to advance its legitimate interests whenever possible.

Fair Dealing

Employees must behave ethically at all times and with all people. Each employee is to deal fairly with the Company’s security holders, customers, suppliers, competitors and other employees as well as governments and the general public and should not take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Work Environment

Each employee must comply with the Company’s policy of providing an environment free of discrimination and harassment based on race, sex, sexual orientation, colour, national or ethnic origin, religion, marital status, family status, age or disability. Norbord prohibits behaviour that is disrespectful of coworkers, such as harassment, discrimination and other unacceptable but initially nonviolent behaviour that may escalate into violence if not corrected.

Norbord has zero tolerance toward workplace violence. Employees must think of their safety first by taking appropriate action by remaining calm, disengaging from the situation or removing themselves from the area, immediately report the information to Security, and then their manager and Human Resources or if in a crisis situation, call 911 or local emergency services.

The Company is committed to ensuring the health and safety of its employees. All employees must comply with applicable occupational health and safety laws and not engage in illegal or dangerous behaviour.

In addition to this Code, there may be other local policies that you need to comply with. Please consult your local HR Manager for further information.

CONFLICTS OF INTEREST

Board Members for Other Organizations

An employee of the Company must obtain permission before joining the board of another organization whose interests may conflict with the Company’s interests.

Serving as a director of another organization, even one in which the Company has an interest, may create a conflict of interest. Being a director or serving on a standing committee of some organizations, including government agencies, may also create a conflict.

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Norbord Inc.

Code of Business Conduct

Before accepting an appointment to the board or a committee of any organization whose interests may conflict with the Company’s interests, employees must receive written approval from the Chair of the Board of the Company.

Employees are permitted, however, to serve on boards of charities or non-profit organizations or in private family businesses that have no relation to the Company and its businesses. Prior approval is not required for these types of situations. Employees should obtain permission from their supervisor before speaking publicly for a charitable entity on behalf of the Company.

Conflicts Of Interest

A conflict of interest arises where an employee’s judgment in acting on behalf of the Company is or may be influenced by an actual or potential personal benefit to the employee or a relative or friend. These benefits may be financial or non-financial, direct or indirect, through family connections or personal associations, or otherwise. Employees have a conflict of interest if they are involved in any activity that prevents them from performing their Company duties properly, or that may create a situation that could affect their judgment or ability to act in the best interests of the Company. For example, no employee should have a significant interest in a business that supplies goods to, or buys goods from, the Company. Employees should also obtain permission from their supervisor before engaging in business activities not related to the Company and make full disclosure of these activities, if any, each year.

DISCLOSURE OF COMPANY INFORMATION

Providing Accurate and Fair Public Disclosure

The Company is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to the Ontario Securities Commission and other securities regulators, the Toronto Stock Exchange, as well as in other public communications made by the Company. All employees who are responsible for the preparation of the Company public disclosures, or who provide information as part of the process, have a responsibility to ensure that disclosures and information made by the Company are made honestly, accurately and in compliance with the Company’s disclosure controls and procedures. The Company’s Disclosure Policy provides guidelines for the disclosure of information and is available on the Company’s website at www.norbord.com.

Accuracy of Books and Records

The books and records of the Company must reflect all its transactions in a timely and accurate manner, and with sufficient detail so that the purpose and amount of any such transaction is clear. All assets and liabilities of the Company must be recorded. False, misleading, or artificial entries should never be made in the books and records of the Company for any reason.

This permits, among other things, the preparation of accurate financial statements. In addition, some anti-bribery legislation, such as the Foreign Corrupt Practices Act, requires proper record-keeping and the establishment and maintenance of internal controls. The purpose of these provisions is to prevent companies from concealing bribes and to discourage fraudulent accounting practices.

All employees of Norbord have a responsibility to submit good faith questions and disclosure concerns regarding accounting, auditing or disclosure matters. Complaints and concerns related to such matters include, among others, actions involving:

(a) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record;

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Code of Business Conduct

(b) deficiencies in, or non-compliance with, internal accounting controls;

(c) misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports; or

(d) deviations from full and fair reporting of the Company’s financial condition.

See “Reports and Complaints” for information on communicating complaints and concerns.

CONFIDENTIALITY OF INFORMATION

Confidential Information

All employees must keep confidential, and not use for themselves or others, all information concerning the Company or its businesses that has not been disclosed by the Company to the public, unless such disclosure is authorized by a senior officer of the Company. Information is considered to be disclosed to the public if it is in Norbord’s annual report, annual information form, management proxy circular, press releases or other communications made by management to the public.

The obligation not to disclose confidential information also applies to confidential information of employees, customers, suppliers and others. The Norbord Privacy Policy describes the principles the Company follows to ensure protection of personal information and all employees must adhere to this Policy.

This non-disclosure obligation applies both during employment with the Company, and after termination of employment or retirement.

Insider Trading

No employee who has material confidential information concerning the Company may buy or sell securities of the Company until such information has been disclosed to the public. Doing so would be considered insider trading and you would be subject to the sanctions imposed by Canadian Securities legislation, the penalties for which could include fines and/or imprisonment. You should refer to the Company’s Disclosure Policy for additional rules on the disclosure of confidential information.

Blackout Periods

Regular quarterly trading blackout periods apply to those employees and insiders with access to undisclosed material information from 10 calendar days prior to quarter-end to two trading days following the news release of the Company’s financial results for that quarter. Additional blackout periods may be imposed from time to time.

Authorized Spokespersons

Only the CEO, CFO and Manager, Corporate Affairs are authorized to speak with the media, analysts, investors, brokers and other members of the investment community. Unless designated by one of these spokespersons, no other person is permitted to respond to inquiries from the investment community, the media or others. All such inquiries should be forwarded to an Authorized Spokesperson.

The Company’s Disclosure Policy is available on the Company’s website at www.norbord.com. Should you have any questions or concerns regarding the applicability of the Disclosure Policy, contact the Chief Financial Officer or the Assistant Corporate Secretary.

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COMMUNICATIONS AND MEDIA

All business matters that involve electronic, written communication must be conducted by employees on the company’s e-mail system or through other systems provided by the Company. You must at all times use our e-mail, Internet, telephones and other forms of communication appropriately and professionally. While we appreciate the need for limited use of these tools for personal purposes, your use should not be excessive or detract from your work. Employees should not email business information to their personal email accounts or maintain a copy of business information on their personal computers or other non-work electronic devices. When using company-provided technologies such as computers, cell phones and voicemail, you should not expect that the information you send or receive is private. Your activity may be monitored to ensure these resources are used appropriately.

The Company’s social media policy is that, unless you are expressly authorized, you are strictly prohibited from commenting, posting or discussing the company, its customers and clients, and its securities, investments and other business matters on social networks, chat rooms, wikis, virtual worlds and blogs (collectively, “social media”).

ANTI-BRIBERY AND CORRUPTION

Zero Tolerance Approach to Bribery

We value our reputation for conducting business with honesty and integrity. It is vital for us to maintain this reputation as it generates confidence in our business by our customers, clients, investees and other persons – which ultimately means it is good for business.

We do not pay bribes in furtherance of our business and do not expect you to do so on our behalf. We have a zero tolerance approach towards bribery. This commitment comes from the highest levels of management and you must meet this standard.

A bribe is anything of value that is offered, promised, given or received to influence a decision or to gain an improper or unfair advantage. Bribery may not always be in the form of cash payments and may take many other forms, including:

• Non-arm’s length loans or other transactions;

• Phony jobs or “consulting” relationships;

• Political contributions;

• Charitable contributions; or

• Gifts, travel, and hospitality.

Facilitation payments are also a form of bribe and are, therefore, not permitted. Facilitation payments are small payments made to secure or speed up routine actions or otherwise induce public officials or other third parties to perform routine functions they are otherwise obligated to perform, such as issuing permits, approving immigration documents or releasing goods held in customs. This does not include legally required administrative fees or fees to fast-track services.

Dealing with Public Officials

A “public official” is any person who is employed by or is acting in an official capacity for a government, a department, agency or instrumentality of a government, or a public international organization. This includes elected or appointed persons who hold legislative, administrative or judicial positions such as politicians, bureaucrats and judges. It also includes persons who perform public functions such as professionals working for public health agencies, water authorities, planning officials and agents of public

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international organizations such as the UN or World Bank. A “public official” may also include employees of government-owned or controlled businesses, including sovereign wealth funds. For example, if a government has an interest in a bank and exercises control over the activities of that bank, then the banking officials are likely to be considered “public officials”.

There is increased sensitivity and scrutiny of dealings with public officials because this has traditionally been an area where bribery activity is more likely to occur. Be cognizant of these risks in your dealings and interactions with public officials and consider how your actions may be viewed. For example, payments to close relatives of public officials may be treated by enforcement authorities as direct payments to the public officials and, therefore, may constitute violations of law.

Third-Parties

The Company may be prosecuted for failing to prevent bribery by a person associated with it. This includes any person or entity that performs services for or on behalf of the Company. Employees should avoid doing business with partners, agents and contractors who do not have a zero tolerance approach to bribery.

This means due diligence should be undertaken on contractors, partners and agents to establish their anti-bribery credentials, where warranted by the assessed level of risk. This could include informing these persons (and associated companies) of the Company’s anti-bribery policy, meeting with them to better assess their business practices, and making commercially reasonable inquiries into their reputation and past conduct. Anti-bribery language should be included in contractor, partner or agency agreements, where appropriate, in consultation with internal legal counsel.

Gifts and Entertainment

Gifts (e.g. merchandise) given to or received from persons who have a business relationship with the Company are generally acceptable, if the gift is modest in value, appropriate to the business relationship, and does not create an appearance of impropriety. No cash payments should be given or received. In addition, gifts should not be given to or received from public officials.

Entertainment (e.g. meals, tickets to sporting events or theatre, rounds of golf) given to or received from persons who have a business relationship with the Company are generally acceptable, if the entertainment is reasonable in value, appropriate to the business relationship, does not create an appearance of impropriety and if a representative from the sponsoring organization (the party paying for the entertainment) is present at the event. Note that many jurisdictions have laws restricting entertainment given to public officials.

Gifts and entertainment (including meals) that are repetitive, no matter how small, may be perceived to be an attempt to create an obligation to the giver and should be avoided. Employees should not pay for gifts and entertainment (including meals) personally to avoid having to report or seek approval for it.

Employees should not give or receive “big-ticket” items, such as travel, conference fees, costs for road shows, or event sponsorships, without prior written authorization from the CFO to provide such authorization.

Political Donations and Lobbying

To ensure that we do not breach the law regarding political donations in any country, all political donations, no matter how small or insignificant, made on behalf of the Company (directly or indirectly) must be approved in advance by the CFO. Political donations should not be made on behalf of the Company in countries in which we do not have a presence.

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Political donations made by individuals on their own behalf should comply with local laws and regulations.

In the U.S., various federal, state, and municipal laws and regulations impose specific restrictions and rules with respect to political contributions, both those made on behalf of the Company or made by individuals on their own behalf, which can carry significant penalties for the Company for violations. The CFO should be consulted before making any political contributions in the U.S. on behalf of the Company or by individuals on their own behalf.

The Company encourages its employees, officers and directors to take an active role in public service. However, any participation in this regard is to be undertaken as an individual and not as a representative of the Company.

Lobbying activities generally include attempts to influence the passage or defeat of legislation and it may trigger registration and reporting requirements. In many jurisdictions, the definition of lobbying activity is extended to cover efforts to induce rule-making by executive branch agencies or other official actions of agencies, including the decision to enter into a contract or other arrangement.

You should not engage in lobbying activities on behalf of the Company without the prior written approval of the CFO.

Charitable Donations

We encourage our directors, officers and employees to contribute personal time and resources to charities and non-profit organizations. However, unless the solicitation is supported by the Company, you are prohibited from using the Company name or Company stationery for solicitation of donations.

All requests for corporate gifts to charities and other not-for-profit organizations should be approved in advance by the CFO. Charitable donations made by individuals on their own behalf should comply with local laws and regulations.

If you are requested by a public official to make a personal donation to a particular charity, please consult with the CFO before agreeing to or making the donation.

COMPLIANCE WITH CODE

Reports and Complaints

Each employee must act in compliance with, and report any violation of, this Code. In most cases, you should report your concern to your immediate supervisor.

In the event you do not want to report violations to your supervisor, you can always

report a complaint through the Company’s reporting hotline.

Our reporting hotline (the “Reporting Hotline”) is managed by an independent third party called Clearview Connects. The Reporting Hotline allows anyone to call anonymously (if they so choose) to report suspected unethical, illegal or unsafe behaviour. The Reporting Hotline is available toll-free, 24 hours a day, 7 days a week. Reports will be investigated in a fair, unbiased and timely manner, and there is a ‘Sensitive Report’ option that submits your comments directly to the Chair of the Audit Committee. Employees’ identity will be protected. The contact information is as follows:

Website: www.clearviewconnects.com

Mail: Clearview Connects – PO Box 11017, Toronto, Ontario, M1E 1N0

North American Hotline: 1 (866) 608-7287 / European Hotline: 00 800 9643 9643

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Directors should promptly report violations to the Chair of the Board, or to the relevant committee Chair.

You will not experience retribution or retaliation for a complaint made in “good faith”.

No retribution or retaliation will be taken against any person who has filed a report based on the reasonable good faith belief that a violation of the Code has occurred or may in the future occur; however, making a report does not necessarily absolve you (if you are involved) or anyone else of the breach or suspected breach of the Code. The company reserves the right to discipline you if you provide false information or make an accusation you know to be untrue. This does not mean that the information that you provide has to be correct, but it does mean that you must reasonably believe that the information is truthful and demonstrates a possible violation of the Code. If you believe that you have been unfairly or unlawfully retaliated against, you may file a complaint with your supervisor or by calling the Reporting Hotline.

Disciplinary Action for Code Violations

We will impose discipline for each Code violation that fits the nature and particular facts of the violation. Depending on the nature of the violation you may be disciplined up to and including immediate termination for cause and, if warranted, legal proceedings may be brought against you.

Compliance with Code

All Designated Employees of the Company will be provided with a copy of this Code. At the commencement of employment and each year thereafter, each Designated Employee will be required to acknowledge their receipt and their obligation to comply with the Code. Employee acknowledgements will be retained by the Human Resources department.

Designated Employees include:

i) the President and all Vice-Presidents, Directors, General Managers, Managers and Supervisors;

ii) all other employees working in finance, accounting, sales, logistics, information systems, environmental, communications, safety, procurement, human resources, payroll, stores and shipping; and

iii) any other employee specified by an officer of the Company.

In addition, all employees must disclose in writing to the head of their departments all activities, investments or businesses that might create, or reasonably be regarded as creating, an actual or potential conflict of interest with their duties for the Company. Each head of a department must ensure that actions are taken so that there will be no conflicts of interest within his or her department.

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SCHEDULE ACKNOWLEDGEMENT

I acknowledge that I have received a copy of Norbord’s Code of Business Conduct and that I have read it and understand its contents. I acknowledge and accept that my continued employment by Norbord may be dependent upon my compliance with its rules as set forth in the Code of Business Conduct. I also understand that I have an obligation to report any violation of these rules in the manner set forth in the Code of Business Conduct.

Signature of employee

Name of employee

Title

Location

Date

May 15, 2015 Page 11 of 11

EX-99.43

Exhibit 99.43

FORM 51-102F4

BUSINESS ACQUISITION REPORT

Item 1 – Identity of Company

1.1 – Name and Address of Company

Norbord Inc. (“Norbord”)

1 Toronto Street

Suite 600

Toronto, Ontario M5C 2W4

1.2 – Executive Officer

Robin Lampard

Senior Vice President and Chief Financial Officer

(416) 365-0705

Item 2 – Details of Acquisition

2.1 – Nature of Business Acquired

On March 31, 2015, Norbord acquired all of the issued and outstanding common shares (the “Ainsworth Shares”) of Ainsworth Lumber Co. Ltd. (“Ainsworth”) pursuant to a court-approved plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which Ainsworth became a direct wholly-owned subsidiary of Norbord.

Ainsworth is a corporation governed by the Business Corporations Act (British Columbia) and is a leading manufacturer and marketer of oriented strand board (“OSB”) with a focus on value-added specialty products for markets in North America and Asia. Ainsworth produces and markets a wide range of commodity and value-added OSB products with a strategic emphasis on value-added products which generally exhibit more stable pricing and command a premium price over commodity sheathing products. Ainsworth sells its products in North America and offshore export markets, primarily Japan, and owns four OSB manufacturing facilities located in Alberta, British Columbia and Ontario.

Prior to the Arrangement, the Ainsworth Shares were listed on the Toronto Stock Exchange. On April 2, 2015 the shares were delisted. Ainsworth ceased to be a reporting issuer in the province of British Columbia on May 22, 2015 and has applied for non-reporting status in the other provinces of Canada.

2.2 – Acquisition Date

March 31, 2015

1

2.3 – Consideration

Pursuant to the Arrangement, Ainsworth shareholders received 0.1321 of a common share of Norbord (a “Norbord Share”) for each Ainsworth Share held. Based on the number of Ainsworth Shares outstanding as at March 31, 2015, approximately 31.8 million Norbord Shares were issued to former Ainsworth Shareholders.

2.4 – Effect on Financial Position

See the unaudited pro forma condensed combined financial statements of Norbord included in Schedule A for information on the effect of the Arrangement on Norbord’s financial position.

2.5 – Prior Valuations

In connection with the Arrangement, as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”):

1. The independent committee of the Ainsworth Board of Directors received a formal valuation prepared by BMO Capital Markets in accordance with and pursuant to MI 61-101 that, among other things, provided a valuation of the Norbord Shares and Ainsworth Shares (the “BMO Formal Valuation”). The BMO Formal Valuation concluded that, subject to the analysis, scope of review, assumptions and limitations, and other matters set out therein, as at December 7, 2014, in the opinion of BMO Capital Markets the exchange ratio based on the fair market values of Norbord Shares and Ainsworth Shares is in the range of 0.1268 to 0.1386 of a Norbord Share per Ainsworth Share.

2. The independent committee of the Norbord Board of Directors received a formal valuation prepared by TD Securities Inc. in accordance with and pursuant to MI 61-101 that, among other things, provided a valuation of the Ainsworth Shares (the “TD Formal Valuation”). The TD Formal Valuation concluded that, based upon and subject to the scope of review, assumptions, qualifications, limitations and other matters set out therein, as at December 7, 2014, the fair market value of each Ainsworth Share was in the range of $3.60 to $4.40.

The full text of the BMO Formal Valuation and the TD Formal Valuation, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection therewith, are annexed to the joint management information circular of Norbord and Ainsworth dated December 18, 2014 as Appendix H and Appendix I, respectively, and are available for review on SEDAR at www.sedar.com.

2

2.6 – Parties to Transaction

The parties to the Arrangement were Norbord and Ainsworth. Prior to the completion of the Arrangement, Brookfield Asset Management Inc. (“Brookfield”) and its affiliated entities beneficially owned or exercised control or direction over approximately 52% and 55% of the issued and outstanding Norbord Shares and Ainsworth Shares, respectively.

In respect of Ainsworth, the Arrangement was a “business combination” within the meaning of MI 61-101. MI 61-101 requires an issuer to obtain certain formal valuations for certain business combinations and related party transactions, and also requires an issuer seek minority approval before completing a business combination or a related party transaction.

As such, the Arrangement was subject to minority approval and was the subject of the BMO Formal Valuation in respect of the Ainsworth Shares and the Norbord Shares. The details of the BMO Formal Valuation are described above. At a special meeting of Ainsworth shareholders held on January 27, 2015, the Arrangement was approved by approximately 99.99% of the votes cast by all of the Ainsworth shareholders and optionholders and approximately 99.98% of the votes cast by minority shareholders of Ainsworth.

In addition, as the issuance of Norbord Shares to Brookfield was considered a “related party transaction” in respect of Norbord, Norbord was required to seek minority approval and obtained the TD Formal Valuation in respect of the Ainsworth Shares, as required by MI 61-101. Norbord was not required to obtain a formal valuation of the Norbord Shares. The details of the TD Formal Valuation are described above. At a special meeting of Norbord shareholders held on January 27, 2015, the Arrangement was approved by approximately 99.46% of the votes cast by all of the Norbord shareholders and approximately 98.45% of the votes cast by minority shareholders of Norbord.

Brookfield may be considered an “interested party” or a “related party of an interested party” (as such terms are defined in MI 61-101) in respect of the Arrangement, and accordingly, the votes attached to the Ainsworth Shares and Norbord Shares held by Brookfield, its directors and senior officers and any affiliate of, or person acting jointly or in concert with, any of the foregoing or any other related party of Brookfield within the meaning of MI 61-101, were excluded in determining the minority approvals in respect of Ainsworth and Norbord described above.

2.7 – Date of Report

June 5, 2015

3

Item 3 – Financial Statements and other Information

The following financial statements are attached as Schedule A to this business acquisition report:

Unaudited Pro Forma Financial Statements of Norbord

• Unaudited pro forma condensed combined statement of financial position of Norbord as at March 28, 2015; and

• Unaudited pro forma condensed combined statements of earnings of Norbord, as well as pro forma earnings per share, for the year ended December 31, 2014 and the three months ended March 28, 2015.

Historical Financial Statements of Ainsworth

• Audited consolidated financial statements of Ainsworth as at and for the year ended December 31, 2014; and

• Unaudited condensed interim consolidated financial statements of Ainsworth as at and for the three months ended March 31, 2015.

4

Schedule A

Index to Financial Statements

Unaudited Pro Forma Condensed Combined Financial Statements of Norbord
Unaudited pro forma condensed combined financial statements of Norbord as at March 28, 2015 and for the year ended December 31, 2014 and the three months ended March 28, 2015	A-2
Historical Financial Statements of Ainsworth
Audited consolidated financial statements of Ainsworth as at and for the year ended December 31, 2014	A-10
Unaudited condensed interim consolidated financial statements of Ainsworth as at and for the three months ended March 31, 2015	A-47

EX-99.44

Exhibit 99.44

INDENTURE

dated as of April 16, 2015

between

NORBORD INC.,

as Issuer,

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

6.250% SENIOR SECURED NOTES DUE 2023

Table of Contents

		Page
Article 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions		1
Section 1.02	Other Definitions		14
Section 1.03	Rules of Construction		14
Article 2.
THE NOTES
Section 2.01	Form and Dating; Terms		15
Section 2.02	Execution and Authentication		16
Section 2.03	Registrar and Paying Agent		16
Section 2.04	Paying Agent to Hold Money in Trust		17
Section 2.05	Holder Lists		17
Section 2.06	Transfer and Exchange		17
Section 2.07	Replacement Notes		25
Section 2.08	Outstanding Notes		25
Section 2.09	Treasury Notes		25
Section 2.10	Temporary Notes		26
Section 2.11	Cancellation		26
Section 2.12	Defaulted Interest		26
Section 2.13	Issuance of Additional Notes		27
Article 3.
REDEMPTION
Section 3.01	Notices to Trustee		27
Section 3.02	Selection of Notes to be Redeemed		27
Section 3.03	Notice of Redemption		28
Section 3.04	Effect of Notice of Redemption		29
Section 3.05	Deposit of Redemption Price		29
Section 3.06	Notes Redeemed in Part		29
Section 3.07	Optional Redemption		29
Section 3.08	Tax Redemption		30
Section 3.09	No Mandatory Redemption		31
Article 4.
COVENANTS
Section 4.01	Payment of Notes		31
Section 4.02	Maintenance of Office or Agency		31

i

Section 4.03	Existence	32
Section 4.04	Money for Note Payments to Be Held in Trust	32
Section 4.05	Taxes	33
Section 4.06	Stay, Execution and Usury Laws	33
Section 4.07	Compliance Certificate	33
Section 4.08	Negative Pledge	33
Section 4.09	Additional Amounts	35
Section 4.10	Change of Control	37
Section 4.11	Sale and Leaseback Transactions	40
Section 4.12	Reports	40
Section 4.13	Future Noteholder Platform Guarantees.	41
Article 5.
SUCCESSORS
Section 5.01	Consolidation, Merger, Amalgamation or Sale of Assets	42
Section 5.02	Successor To Possess Powers of the Corporation	43
Article 6.
EVENTS OF DEFAULT
Section 6.01	Events of Default	43
Section 6.02	Acceleration	45
Section 6.03	Other Remedies	46
Section 6.04	Waiver of Past Defaults	46
Section 6.05	Control by Majority	46
Section 6.06	Limitation on Suits	46
Section 6.07	Rights of Holders of Notes to Receive Payment	47
Section 6.08	Collection Suit by Trustee	47
Section 6.09	Restoration of Rights and Remedies	47
Section 6.10	Rights and Remedies Cumulative	47
Section 6.11	Delay or Omission Not Waiver	47
Section 6.12	Trustee May File Proofs of Claim	48
Section 6.13	Priorities	48
Section 6.14	Undertaking for Costs	48
Article 7.
TRUSTEE
Section 7.01	Duties of Trustee	49
Section 7.02	Rights of Trustee	50
Section 7.03	Individual Rights of Trustee	51
Section 7.04	Trustee’s Disclaimer	51
Section 7.05	Notice of Defaults	51
Section 7.06	Compensation and Indemnity	51
Section 7.07	Replacement of Trustee	52

ii

Section 7.08	Successor Trustee by Merger, etc.	53
Section 7.09	Eligibility; Disqualification	53
Section 7.10	Appointment of Co-Trustee	53
Article 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	55
Section 8.02	Legal Defeasance and Discharge	55
Section 8.03	Covenant Defeasance	55
Section 8.04	Conditions to Legal or Covenant Defeasance	56
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	57
Section 8.06	Repayment to Issuer	58
Section 8.07	Reinstatement	58
Article 9.
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of the Notes	58
Section 9.02	With Consent of Holders of Notes	59
Section 9.03	Revocation and Effect of Consents	61
Section 9.04	Notation on or Exchange of Notes	61
Section 9.05	Trustee to Sign Amendments, etc.	61
Article 10.
NOTEHOLDER COLLATERAL PLATFORM GUARANTEES
Section 10.01	Noteholder Collateral Platform Guarantees	61
Section 10.02	Releases	62
Article 11.
SECURITY
Section 11.01	Security.	62
Section 11.02	Further Assurances	63
Section 11.03	Release of Security.	63
Article 12.
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge	64
Section 12.02	Money Held in Trust	65

iii

Article 13.
HOLDERS’ MEETINGS
Section 13.01	Purposes of the Meetings	65
Section 13.02	Place of Meetings	66
Section 13.03	Call and Notice of Meetings	66
Section 13.04	Persons Entitled to Vote, to be Present and to Speak at Meetings	66
Section 13.05	Voting Rights, Conduct and Adjournment	66
Section 13.06	Revocation of Consent by Holders at Meetings	67
Article 14.
MISCELLANEOUS
Section 14.01	Notices	67
Section 14.02	Certificate and Opinion as to Conditions Precedent	69
Section 14.03	Statements Required in Certificate or Opinion	69
Section 14.04	Rules by Agents	69
Section 14.05	No Personal Liability of Directors, Officers, Trustees, Employees, Shareholders, Partners and Principals	70
Section 14.06	Governing Law	70
Section 14.07	Waiver of Jury Trial	70
Section 14.08	Force Majeure	70
Section 14.09	No Adverse Interpretation of Other Agreements	70
Section 14.10	Successors	70
Section 14.11	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	70
Section 14.12	Conversion of Currency	71
Section 14.13	Severability	72
Section 14.14	Counterpart Originals	72
Section 14.15	Table of Contents, Headings, etc.	72
Section 14.16	Currency Equivalent.	72
Section 14.17	Privacy Matters.	73
Section 14.18	Language of Indenture, Etc.	73
Section 14.19	USA PATRIOT Act	73
Exhibit A – Form of Note
Exhibit B – Form of Certificate of Transfer

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INDENTURE dated as of April 16, 2015, between Norbord Inc., a corporation existing under the federal laws of Canada, as issuer (the “Issuer”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 6.250% Senior Secured Notes due 2023 of the Issuer:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

For all purposes of this Indenture and the Notes, except as otherwise provided or unless the subject matter or context otherwise requires:

“2017 Notes” means indebtedness in a principal amount of $200 million maturing February 15, 2017, and owing by Norbord (Delaware) GP I and guaranteed by the Issuer pursuant to the indenture dated February 14, 2007, among Norbord (Delaware) GP I, the Issuer and Computershare Trust Company, N.A.

“2020 Notes” means the Issuer’s $240 million aggregate principal amount of 5.375% Senior Secured Notes due 2020.

“Accounts Receivable” of a Person means the Receivables of such Person arising in the ordinary course of business from the sale of products or the provision of services by such Person.

“Additional Notes” means any Notes (other than Initial Notes and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof) issued under this Indenture in accordance with Sections 2.02 and 2.13 hereof, as part of the same series as the Initial Notes or as an additional series.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Capital Stock of such Person that is at the time entitled to vote in the election of directors, managers or trustees of such Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Attributable Debt,” with respect to any Sale and Leaseback Transaction, means the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligations of the lessee under the lease for Net Rental Payments during the remaining term of the lease (including any period for which such lease has been extended).

“Bankruptcy Law” means Title 11, U.S. Code, the Bankruptcy, Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any similar United States federal or state law or Canadian federal, provincial, territorial or other foreign law for the relief of debtors or any amendment thereto.

“BCBCA” means the Business Corporations Act, S.B.C. 2002, c. 57, as amended, including the regulations promulgated thereunder.

“Board of Directors” means:

(a) with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof);

(b) with respect to a partnership, the board of directors of the company (or any duly authorized committee thereof) that is the general partner (in the case of a limited partnership) of the partnership or the managing partner of the partnership; and

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

“Brookfield” means (1) Brookfield Asset Management Inc. (or any Person into or with which Brookfield Asset Management Inc. merges or with which it amalgamates or consolidates or to which it sells all or substantially all of its properties or assets, the “Surviving Person”) or (2) any Subsidiary or Affiliate (excluding any portfolio companies) of Brookfield Asset Management Inc. (or the Surviving Person).

“Business Day” means any day other than a Legal Holiday.

“Canadian Placement Legend” means the legend set forth in Section 2.06(f)(i)(B) hereof, to be placed on all Notes issued under this Indenture, unless otherwise permitted by the provisions of this Indenture.

“Capital Stock” means:

(a) in the case of a corporation, corporate stock;

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

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

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person,

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but excluded from all of the foregoing, any debt securities including debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities have any right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation, arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any Person other than the Issuer or any of its Subsidiaries or any of the Principals;

(b) the consummation of any transaction (including, without limitation, any merger, amalgamation, arrangement or consolidation) the result of which is that any Person (other than the Principals) becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of the Issuer’s Capital Stock normally entitled to vote in elections of directors; or

(c) the first day on which a majority of the members of the Issuer’s Board of Directors are not Continuing Directors.

“Clearstream” means Clearstream Banking S.A. or any successor securities clearing agency.

“Collateral” means all Property of the Issuer and the Guarantors, whether now owned or hereafter acquired, in which Liens are, from time to time, granted to the Collateral Trustee to secure the obligations of the Issuer and the Guarantors pursuant to the Notes and the Noteholder Collateral Platform, but shall not include Excluded Property.

“Collateral Trustee” means, collectively, CIBC Mellon Trust Company, as “Trustee” under the Noteholder Collateral Platform, and The Bank of New York Mellon, as “US Collateral Trustee,” and any successor trustee or agent appointed thereunder.

“Commission” means the U.S. Securities and Exchange Commission and any successor entity thereto.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Board or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

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“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with IFRS, be set forth opposite the caption “total assets” (or like caption) on a consolidated balance sheet of the Issuer and its Subsidiaries at such date.

“Continuing Directors” means, as of any date of determination, any member of the Issuer’s Board of Directors who:

(a) was a member of such Board of Directors on the date of the Offering Memorandum; or

(b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Issuer’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Corporate Trust Office of the Trustee” will be the principal office of the Trustee at which time its corporate trust business shall be administered, which office at the date hereof is located at the address of the Trustee specified in Section 14.01 hereof or such other address as the Trustee may designate from time to time by giving notice to the Issuer on the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Credit Facilities” means, collectively, each of the credit facilities provided for in the credit agreements (including amended and restated agreements) between certain Canadian, U.S. and U.K. financial institutions, as lenders, and the Issuer providing for revolving term credit facilities, and any refinancing or replacement thereof.

“Custodian” means Computershare Trust Company, N.A., as custodian for the Depository with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note will not bear the Global Note Legend and will not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security including debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private offering for cash, after the Issue Date, of Equity Interests of the Issuer by the Issuer representing common stock of the Issuer.

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“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Euroclear” means Euroclear SA/NV, as operator of the Euroclear system.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Property” means:

(a) the Receivables and deposit accounts of the Issuer or any Subsidiary and proceeds thereof subject to a Qualified Securitization Transaction;

(b) the cash in bank accounts of the Issuer and any Subsidiary with any financial institution to the extent such cash is set off or netted against negative balances in other bank accounts of the Issuer or such Subsidiary, as applicable, with such financial institution pursuant to consolidated offset balance, centralized cash control or similar cash management arrangements with such financial institution in the ordinary course of business and upon termination of such arrangement (but not thereafter);

(c) the amounts owing by any counterparty under a hedging agreement to the Issuer or any Subsidiary which are netted against any amounts owing by the Issuer or such Subsidiary, as applicable, to such counterparty under a hedging agreement pursuant to legally enforceable set-off or netting rights or agreements of such financial institution;

(d) cash in the deposit and other accounts maintained by the Issuer or any Subsidiary with financial institutions providing treasury or cash management services; and

(e) Property of the Issuer or any Subsidiary, to the extent that the grant of security therein is not permitted by applicable law or prohibited by the terms of the underlying asset, contract, lease, or license with a third party.

“First-Lien Indebtedness” means:

(a) indebtedness under the Credit Facilities and the guarantees thereof;

(b) indebtedness under the Notes (including any Additional Notes);

(c) indebtedness under the 2017 Notes;

(d) indebtedness under the 2020 Notes;

(e) indebtedness under the Noteholder Collateral Platform Guarantees;

(f) indebtedness of the Issuer and any Guarantor in respect of Hedging Obligations secured by a First-Priority Lien; and

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(g) other indebtedness that becomes secured by the Noteholder Collateral Platform or the Lenders Collateral Platform in accordance with the terms thereof.

“First-Priority Lien” means a first-priority Lien granted to the Collateral Trustee and the Lenders Collateral Trustee upon any Property of the Issuer or any Guarantor to secure First-Lien Indebtedness.

“Global Note Legend” means the legend set forth in Section 2.06(f)(iii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Regulation S Global Notes.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantor” means each Subsidiary that has delivered a Noteholder Collateral Platform Guarantee on or prior to the Issue Date and any other Person that becomes a Guarantor pursuant to Section 4.13 hereof or that otherwise executes and delivers a Noteholder Collateral Platform Guarantee to the Collateral Trustee.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(b) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,

in each case entered into for the purpose of managing risks that are not for speculative purposes.

“Holder” means a Person in whose name a Note is registered in the Note Register.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants.

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“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer from time to time to act as the “Independent Investment Banker.”

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means $315.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Insolvency Proceeding” means, with respect to any Person, a bankruptcy, insolvency, receivership, liquidation, winding up, reorganization, or similar proceeding.

“Intercreditor Agreement” means the Intercreditor Agreement dated April 14, 2009 between BNY Trust Company of Canada, in its capacity as trustee pursuant to the Lenders Collateral Platform and in its capacity as holder of the power of attorney, for and on behalf of all present and future holders of Lenders Bonds, CIBC Mellon Trust Company, in its capacity as trustee pursuant to the Noteholders Collateral Platform and in its capacity as holder of the power of attorney, for and on behalf of all present and future holders of Noteholders Bonds, The Bank of New York Mellon, in its capacity as US collateral trustee pursuant to the Noteholders Collateral Platform, Norbord Inc. and Norbord Georgia LLC, Norbord South Carolina Inc., Norbord Alabama Inc., Norbord Minnesota Inc., Norbord Texas (Jefferson) Inc., Norbord Texas (Nacogdoches) Inc., Norbord Mississippi LLC, Norbord Industries, Inc. and Norbord Panels USA Inc. (as guarantors), as amended, supplemented or restated from time to time.

“Interest Payment Date” means April 15 and October 15 of each year to Stated Maturity of the Notes issued hereunder.

“IRC” means the Internal Revenue Code of 1986, as amended.

“Issue Date” means April 16, 2015.

“Issuer” means the Person named as the “Issuer” in the first paragraph of this Indenture and any and all successors thereto.

“Issuer Order” means a written request signed in the name of the Issuer by any two of its Officers or any other Person authorized by the Board of Directors and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions in the City of New York, the City of Toronto or in the City of the Corporate Trust Office of the Trustee are authorized or obligated by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest will accrue on such payment for the intervening period.

“Lenders Collateral Bond Pledge Agreements” means the bond pledge agreements executed by the Issuer in favor of each of the lenders under the Credit Facilities under which the Lenders Collateral Bonds are delivered as security for the indebtedness under each such lender’s Credit Facility.

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“Lenders Collateral Bonds” means the Series A bonds issued by the Issuer to each of the lenders under the Credit Facilities under the Lenders Collateral Platform Indenture.

“Lenders Collateral Platform” means the Lenders Collateral Platform Indenture, the Lenders Collateral Platform Guarantees, the Lenders Collateral Bonds, the Lenders Collateral Bond Pledge Agreements and the security agreements, pledges, hypothecs, mortgages, or other instruments pursuant to which the Issuer and the Guarantors have granted and from time to time shall grant Liens in the Collateral to the Lenders Collateral Trustee.

“Lenders Collateral Platform Guarantee” means a guarantee on the terms set forth in the Lenders Collateral Platform by a Guarantor of the obligations of the Issuer under its Lenders Collateral Bonds.

“Lenders Collateral Platform Indenture” means the master deed of trust dated as of April 14, 2009 between the Lenders Collateral Trustee and the Issuer.

“Lenders Collateral Trustee” means BNY Trust Company of Canada, its agents and successors and permitted assigns.

“Lenders Security Documents” means the Lenders Collateral Platform, the Intercreditor Agreement and the security agreements, pledges, hypothecs, mortgages, or other instruments pursuant to which the Issuer and the Guarantors have granted and from time to time shall grant Liens in the Collateral to the Lenders Collateral Trustee.

“Lien” means, with respect to any Person, any mortgage, hypothecation, charge or other encumbrance of any kind on any of its or their Property, present or future, to secure indebtedness and any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Personal Property Security Act (or equivalent statutes) of any jurisdiction. Solely for the purposes of determining whether a Lien exists for the purposes hereof, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale or capital lease or other title retention agreement and any lease in the nature thereof (excluding operating leases as determined in accordance with IFRS), and such retention of title by another Person shall constitute a Lien.

“Net Rental Payments”, under any lease for any period, means the sum of the rental and other payments required to be paid in the period by the lessee, not including, however, any amounts required to be paid by the lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments or similar charges.

“Non-Guarantor Subsidiaries” means Subsidiaries of the Issuer that are not Guarantors.

“North American Manufacturing Facility” means business, operations and property constituting any mill or plant for the production of wood-based panels (including, without limitation, oriented strand board, particleboard, medium density fibreboard and hardwood plywood) or furniture located in North America and owned, leased or operated by the Issuer or any of its Subsidiaries, including the mills owned by each Guarantor, and all other property (whether real or immoveable property, personal or moveable, tangible or intangible) forming part thereof, located thereon, used in connection therewith, necessary for the business or operation thereof, or incidental thereto, or arising or generated therefrom.

“Noteholder Collateral Bond Pledge Agreements” means the bond pledge agreements executed by the Issuer in favor of the Trustee and the trustee in respect of the 2017 Notes and the 2020 Notes under which the applicable Noteholder Collateral Bond is delivered as security for the Notes and the 2017 Notes and the 2020 Notes, as applicable.

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“Noteholder Collateral Bonds” means the Series A bonds issued by the Issuer under the Noteholder Collateral Platform Indenture to the Trustee and the trustee in respect of the 2017 Notes and the 2020 Notes.

“Noteholder Collateral Platform” means the Noteholder Collateral Platform Indenture, the Noteholder Collateral Platform Guarantees, the Security Documents, the Noteholder Collateral Bonds, the Noteholder Collateral Bond Pledge Agreements or other instruments pursuant to which the Issuer and the Guarantors have granted and from time to time shall grant Liens in the Collateral to the Collateral Trustee.

“Noteholder Collateral Platform Guarantee” means a guarantee on the terms set forth in the Noteholder Collateral Platform by a Guarantor of the obligations of the Issuer in favor of the Trustee in respect of its Noteholder Collateral Bonds.

“Noteholder Collateral Platform Indenture” means the master deed of trust dated as of April 14, 2009 between the Collateral Trustee and the Trustee.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued, from time to time, under a supplemental indenture.

“Offering Memorandum” means the confidential offering memorandum of the Issuer dated April 1, 2015 relating to the issue and sale of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

“Officers’ Certificate” means (with respect to a Person other than the Trustee) a certificate signed on behalf of a Person by two Officers of such Person in their capacities as officers of the Person at the time of signing and not in their personal capacities.

“Opinion of Counsel” means an opinion from legal counsel (who may be counsel for, or an employee of, the Issuer or Guarantor) who is reasonably acceptable to the Trustee, that meets the requirements of Section 14.02 hereof.

“Par Call Date” means January 15, 2023.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Person” means any individual, partnership, corporation, company, joint venture, limited liability company, unlimited liability company, association, trust, unincorporated organization, government or agency or political subdivision thereof, or any other entity.

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“Principals” means Brookfield. Any Person or Persons whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with such Person’s or Persons’ Affiliates that are controlled by such Person or Persons, constitute an additional Principal.

“Private Placement Legend” means, together, the legends set forth in Sections 2.06(f)(i) to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

“Purchase Money Mortgage” means any mortgage, charge, hypothec, pledge, Lien or other security created upon any real or personal assets of the Issuer or any Guarantor to secure or securing the whole or any part of the purchase price of those assets or the whole or any part of the cost of constructing or installing fixed improvements thereon or to secure or securing the repayment of money borrowed to pay the whole or any part of that purchase price or cost or any vendor’s privilege or Lien on those assets securing all or any part of that purchase price or cost, including title retention agreements and leases in the nature of title retention agreements entered into within 180 days of completion of the purchase.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer or any Subsidiary pursuant to which the Issuer or any Subsidiary may sell, convey, grant a security interest in or otherwise directly or indirectly transfer to a Securitization Vehicle or financial institution, and such Securitization Vehicle or financial institution may sell, convey, grant a security interest in, or otherwise transfer to any other Person, any Securitization Program Assets (whether now existing or arising in the future).

“Receivables” means receivables, chattel paper, instruments, documents or intangibles evidencing or relating to the right to payment of money.

“Record Date” for the interest payable on or any Interest Payment Date means April 1 and October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Reference Treasury Dealer” means RBC Capital Markets, LLC and its successors and four other nationally recognized investment banking firms each of which is a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) specified from time to time by the Issuer; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer on the third business day preceding that redemption date.

“Regulation S” means Regulation S (including any successor regulation thereto, as it may be amended from time to time) promulgated under the Securities Act.

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“Regulation S Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Regulation S Legend” means the legend set forth in Section 2.06(f)(ii) to be placed on all Notes issued under this Indenture that were sold pursuant to Regulation S or issued pursuant to the relevant subparagraphs of Section 2.06 hereof.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Regulation S Legend but without the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will initially be issued in a denomination equal to the outstanding principal amount of Notes sold in reliance on Regulation S (if any).

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon from the redemption date through the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date); provided, however, that, if that redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

“Responsible Officer” means when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Person who at the time shall be such officer, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Rule 144” means Rule 144 (including any successor rule thereto) promulgated under the Securities Act, as it may be amended from time to time.

“Rule 144A” means Rule 144A (including any successor rule thereto) promulgated under the Securities Act, as it may be amended from time to time.

“Rule 903” means Rule 903 (including any successor rule thereto) promulgated under the Securities Act, as it may be amended from time to time.

“Rule 904” means Rule 904 (including any successor rule thereto) promulgated under the Securities Act, as it may be amended from time to time.

“Sale and Leaseback Transaction” of any Person means any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or otherwise transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof from the purchaser or transferee.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Securitization Program Assets” means (i) all receivables and inventory which are described as being transferred by the Issuer or any of its Subsidiaries in documents relating to any Qualified Securitization Transaction or an undivided co-ownership interest therein, (ii) all Securitization Related Assets, and (iii) all collections (including recoveries, insurance proceeds, hedging payments and tax rebates) and other proceeds of the assets described in the foregoing clauses.

“Securitization Related Assets” means (i) any rights arising under the documentation governing or related to receivables (including rights in respect of Liens securing such receivables and other credit support in respect of such receivables) or to inventory, (ii) any proceeds of such receivables or inventory and any lockboxes or accounts in which such proceeds are deposited, (iii) spread accounts and other similar accounts (and any amounts on deposit therein) established in connection with a Qualified Securitization Transaction, (iv) any warranty, indemnity, dilution and other intercompany claim arising out of the documents relating to such Qualified Securitization Transaction, and (v) all of the Issuer’s and/or Subsidiary’s right, title and interest in, to and under all guarantees, indemnities, letters of credit, insurance policies (and proceeds and premium refunds thereof) and other agreements or arrangements of whatsoever character from time to time specifically supporting or securing payment of such receivables or inventory and the benefit of all products liability insurance, if any, relating thereto and any proceeds thereof; (vi) all related records related to such receivables or inventory; and (vii) other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization involving Accounts Receivable or inventory.

“Securitization Vehicle” means a Person (including, without limitation, a Subsidiary of the Issuer) purchasing Securitization Program Assets pursuant to a Qualified Securitization Transaction.

“Security Documents” means the security agreements, pledges, hypothecs, mortgages, or other instruments pursuant to which the Issuer and the Guarantors have granted and from time to time shall grant Liens in the Collateral to the Collateral Trustee.

“Shareholders’ Equity” means, at any date, the aggregate of the dollar amount of the outstanding share capital of the Issuer, the amount, without duplication, of any surplus, whether contributed or capital, and retained earnings, subject to any currency translation adjustment, all as set forth in the most recent audited consolidated balance sheet of the Issuer.

“Significant Subsidiary Guarantor” means (i) any Guarantor that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date or (ii) any Guarantor or group of Guarantors that in the aggregate has Consolidated Total Assets in amount of greater than 10% of Consolidated Total Assets of the Issuer and its Subsidiaries (taken as a whole) for the most recently ended four full fiscal quarters for which internal financial statements are available.

“Special Record Date” for the payment of any defaulted interest means a date fixed for payment by the Trustee pursuant to Section 2.12.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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“Subsidiary” means, with respect to any specified Person:

(a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b) any partnership or limited liability company of which (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the Securities Act.

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Section 1.02 Other Definitions.

Term	Defined in Section
“Additional Amounts”	4.09
“Adjusted Treasury Rate”	3.07
“Authentication Order”	2.02
“Canadian Commissions”	4.12
“Change of Control Offer”	4.10
“Change of Control Payment”	4.10
“Change of Control Payment Date”	4.10
“Comparable Treasury Issue”	3.07
“Comparable Treasury Price”	3.07
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“FATCA”	4.09
“Independent Investment Banker”	3.07
“judgment currency”	13.12
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Period”	4.10
“Paying Agent”	2.03
“Reference Treasury Dealer”	3.07
“Reference Treasury Dealer Quotations”	3.07
“Reimbursement Payments”	4.09
“Remaining Scheduled Payments”	3.07
“Relevant Jurisdiction”	3.08
“Relevant Jurisdiction Tax Law”	3.08
“Registrar”	2.03
“security”	4.08
“SEDAR”	4.12
“Successor Person”	5.01
“Taxes”	4.09
“Taxing Jurisdiction”	4.09
“Third Party Offer”	4.10

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(c) words in the singular include the plural, and words in the plural include the singular;

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(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, clause or other subdivision;

(e) “$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts;

(f) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture;

(g) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time; and

(h) “including” or “includes” means including or includes, without limitation.

ARTICLE 2.

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with this Indenture, this Indenture shall govern and be controlling.

(c) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(d) Terms. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited ($315,000,000 aggregate principal amount of Notes is being issued, authenticated and delivered on the Issue Date in accordance with Section 2.02 hereof; Additional Notes may be issued, authenticated and delivered from time to time pursuant to the terms of this Indenture).

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The Notes shall be subject to purchase by the Issuer pursuant to a Change of Control Offer as provided in Section 4.10 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (and, in each case, any successors thereto or replacements thereof) shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

One Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

The Trustee shall, upon receipt of a written order of the Issuer signed by two Officers (an “Authentication Order”), authenticate (i) Initial Notes for original issue in an aggregate principal amount of $315,000,000 on the Issue Date of this Indenture and (ii) Additional Notes from time to time as permitted under this Indenture.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any Guarantor or any of their respective Subsidiaries or Affiliates may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent for the Notes.

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Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or any Guarantor) shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Guarantor acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish or cause to be furnished to the Trustee at least seven Business Days before each interest payment date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Every Holder, by receiving and holding the Notes, agrees with the Issuer, the Guarantors and the Trustee that none of the Issuer, the Guarantors or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may be transferred in whole and not in part only to another nominee of DTC or to a successor of DTC or its nominee. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify Participants of the Issuer’s request, but will only withdraw beneficial interests from a Global Note at the request of each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes or (v) a request for Definitive Certificates has been made upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary’s customary procedures and a copy of such notice has been received by the Issuer from the Trustee. Upon the occurrence of any of the preceding events in (i) – (v) above, Definitive Notes shall be issued in such names and denominations as the Depositary (in accordance with its customary procedures) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global

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Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) to (v) above. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred as provided in Section 2.06(b) or (c) hereof.

(b) Transfer of Beneficial Interests in the Global Notes. The transfer of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in the Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note if such beneficial interest is being transferred to a QIB in accordance with Rule 144A and the Registrar receives a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof. Beneficial interests in the Regulation S Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Regulation S Global Note if the Registrar receives a certificate in the form of Exhibit B hereto, including the applicable certifications in item 2 thereof.

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer referred to in (B)(1) above. Upon satisfaction of all of the requirements for transfer of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(iii) Transfer of Beneficial Interests in a Restricted Global Note for Beneficial Interests in a Regulation S Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Regulation S Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certification in item 2(a) of Exhibit B, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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If any such transfer is effected pursuant to subparagraph (iii) above at a time when a Regulation S Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Regulation S Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (iii) above.

(iv) Transfer of Beneficial Interests in a Regulation S Global Note for Beneficial Interests in a Restricted Note. Beneficial interests in a Regulation S Global Note can be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof.

(c) Transfer or Exchange of Beneficial Interests in the Global Notes for Definitive Notes. A holder of a beneficial interest in a Global Note may exchange such beneficial interest for a Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note only upon the occurrence of any of the preceding events in 2.06(a)(i) – (v) and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof. Upon the occurrence of any such preceding event and receipt by the Registrar of the documentation referred to in the appropriate subparagraph of this Section 2.06(c), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. The foregoing requirements shall apply to all transfers pursuant to this Section 2.06(c).

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may transfer such beneficial interest to a QIB in accordance with Rule 144A under the Securities Act who takes delivery thereof in the form of a Restricted Definitive Note upon the receipt by the Registrar of a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof.

Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Restricted Global Notes to Regulation S Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Regulation S Definitive Note upon the receipt by the Registrar of a certificate from such holder substantially in the form of Exhibit B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certifications in item 2(a) of Exhibit B, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Any Definitive Note issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to this Section 2.06(c)(ii) shall bear the Regulation S Legend.

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(iii) Beneficial Interests in Regulation S Global Notes to Regulation S Definitive Notes. A holder of a beneficial interest in a Regulation S Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Regulation S Definitive Note if the Registrar receives a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item 2 thereof. Any Regulation S Definitive Note issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to this Section 2.06(c)(iii) shall bear the Regulation S Legend.

(iv) Beneficial Interests in Regulation S Global Notes to Restricted Definitive Notes. A holder of a beneficial interest in a Regulation S Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note upon the receipt by the Registrar of a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof. Any Definitive Note issued in exchange for a beneficial interest in a Regulation S Global Note pursuant to this Section 2.06(c)(iv) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(d) Transfer of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. A Holder of a Restricted Definitive Note may transfer such Restricted Definitive Note to a QIB in accordance with Rule 144A under the Securities Act who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note upon the receipt by the Registrar of a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof, and the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the Restricted Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Regulation S Global Notes. A Holder of a Restricted Definitive Note may transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Regulation S Global Note if the Registrar receives a certificate from such Holder substantially in the form of Exhibit B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certifications in item 2(a) of Exhibit B hereto, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Regulation S Global Note.

(iii) Regulation S Definitive Notes to Beneficial Interests in Regulation S Global Notes. A Holder of a Regulation S Definitive Note may transfer such Regulation S Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Regulation S Global Note if the Registrar receives a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item 2 thereof. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Regulation S Definitive Note and increase or cause to be increased the aggregate principal amount of the Regulation S Global Notes.

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(iv) Regulation S Definitive Notes to Beneficial Interests in Restricted Global Notes. A Holder of a Regulation S Definitive Note may transfer such Regulation S Definitive Note to a QIB in accordance with Rule 144A under the Securities Act who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note if the Registrar receives a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof, and the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the Restricted Global Note.

If any such transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii) or (iii) above at a time when a Regulation S Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Regulation S Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer of Definitive Notes. Prior to such registration of transfer, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note transferred to a QIB in accordance with Rule 144A may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof.

(ii) Restricted Definitive Notes to Regulation S Definitive Notes. Any Restricted Definitive Note may be transferred to a Person or Persons who take delivery thereof in the form of a Regulation S Definitive Note if the Registrar receives a certificate substantially in the form of Exhibit B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certification in item 2(a) of Exhibit B hereto, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Regulation S Definitive Notes to Regulation S Definitive Notes. A Holder of Regulation S Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Regulation S Definitive Note if the Registrar receives a certificate from such Holder substantially in the form of Exhibit B hereto, including the applicable certifications in item 2 thereof. Upon receipt of a request to register such a transfer, the Registrar shall register the Regulation S Definitive Notes pursuant to the instructions from the Holder thereof.

(iv) Regulation S Definitive Notes to Restricted Definitive Notes. Any Regulation S Definitive Notes transferred to a QIB in accordance with Rule 144A may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof.

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(f) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i) Private Placement Legend.

(A) Each Restrictive Global Note and each Restrictive Definitive Note (and all Restrictive Global Notes and Restrictive Definitive Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

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(B) Canadian Placement Legend. Restrictive Global Note and each Restrictive Definitive Note (and all Restrictive Global Notes and Restrictive Definitive Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form (the “Canadian Placement Legend”):

“UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER ISSUANCE OF SUCH SECURITY.”

(ii) Regulation S Legend. Each Regulation S Global Note and Regulation S Definitive Note (and all Regulation S Global Notes and Regulation S Definitive Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend and shall bear a legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.”

(iii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(h) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10 and 4.10 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.

(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(ix) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

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(x) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note of like tenor and principal amount if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses (including any tax or governmental charge that may be imposed in connection therewith and the fees and expenses of the Trustee) in replacing a Note.

In case any mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced or paid pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement or payment thereof pursuant to Section 2.07.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of the Issuer) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or indirectly controlling

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or controlled by or under direct or indirect common control with the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer as the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer shall deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever subsequent to the date hereof. If the Issuer shall acquire any of the Notes subsequent to the date hereof, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until such Notes are delivered to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest which is payable on the Notes on any Interest Payment Date, it shall pay the defaulted interest (1) in any lawful manner or (2) at the Issuer’s (or any Guarantor’s, as the case may be) option, to the Persons who are Holders on a subsequent Special Record Date for the payment of such defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. In the case of (2) above, the Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such Special Record Date for the payment of such defaulted interest; provided, that no such Special Record Date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such Special Record Date. At least 10 days before the Special Record Date, the Issuer (or, upon the written request of the Issuer,

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the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the Special Record Date, the related payment date and the amount of such interest to be paid. Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid which were carried by such other Note.

Section 2.13 Issuance of Additional Notes.

The Issuer shall be entitled to issue Additional Notes under this Indenture which shall have identical terms as the Notes issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto; provided, that any Additional Notes that are not fungible with the Initial Notes (or with any other Additional Notes) for United States federal income tax purposes will have a separate CUSIP number.

With respect to any Additional Notes, the Issuer shall set forth in a resolution of the Board of Directors and in an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(ii) the issue price, the issue date and the CUSIP number of such Additional Notes and the amount of interest payable on the first payment date applicable thereto.

Any Additional Notes shall vote, together with any Notes previously issued pursuant to this Indenture, as a single class for all matters. In addition to the foregoing, in connection with the issuance of such Additional Notes, the Issuer shall deliver to the Trustee an Authentication Order directing the Trustee to authenticate and deliver such Additional Notes along with an Opinion of Counsel to the effect that all conditions precedent to the issuance of such Additional Notes have been complied with, and that, upon authentication, such Additional Notes shall be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms (subject to customary assumptions).

ARTICLE 3.

REDEMPTION

Section 3.01 Notices to Trustee.

The election of the Issuer to redeem any Notes shall be evidenced by a resolution of the Board of Directors. If the Issuer elects to redeem Notes pursuant to the redemption provisions of Section 3.07 or Section 3.08 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date and (iii) the principal amount of Notes to be redeemed.

Section 3.02 Selection of Notes to be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed on a pro rata basis, by lot or by such other method the Trustee deems fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

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The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $2,000 or integral multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

Subject to Section 4.10 hereof, at least 30 days but not more than 60 days before a redemption date (except that redemption notices may be delivered or mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof), the Issuer shall electronically deliver in accordance with the procedures of DTC or mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address as it appears in the Note Register.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that the Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on the Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 40 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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Section 3.04 Effect of Notice of Redemption.

A notice of redemption may be conditional. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption Price.

On or prior to 11:00 a.m. eastern time on the redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon the Issuer’s written request, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Section 3.07 Optional Redemption.

(a) At any time prior to April 15, 2018, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes initially issued under this Indenture remain outstanding immediately following such redemption; and (ii) any such redemption shall be made within 90 days of the date of the closing of any such Equity Offering.

(b) At any time prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed, or

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(ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points,

together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption.

(c) The redemption price for Notes that are redeemed on or after the Par Call Date will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption.

(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.

The redemption price shall be calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to rely on such calculation.

Notice of any redemption, including, without limitation, upon an Equity Offering, may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related Equity Offering. If such redemption notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the date of redemption, or by the date of redemption so delayed.

Section 3.08 Tax Redemption.

The Issuer may redeem all, but not less than all, of the Notes at any time at 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest to the applicable redemption date, if the Issuer or any Guarantor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts or Reimbursement Payments as a result of any change in or amendment to the laws (including any rules or regulations promulgated thereunder or any treaties or rulings) of any Taxing Jurisdiction, or any change in or amendment to any official application, administration or interpretation of such laws, rules, regulations, treaties or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date of the Offering Memorandum (or, in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”).

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Notwithstanding the foregoing, no notice of any such redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts.

Prior to giving any notice of redemption of Notes pursuant to this section, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or the applicable Guarantor is, has become or would become obligated to pay Additional Amounts as a result of such Change in Tax Law.

Section 3.09 No Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4.

COVENANTS

Section 4.01 Payment of Notes.

The Issuer will pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuer or any Guarantor, holds as of 1:00 p.m. eastern time on the due date, money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain in the United States an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan in The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

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Section 4.03 Existence.

Subject to Article 5 hereof, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its partnership or corporate existence.

Section 4.04 Money for Note Payments to Be Held in Trust.

(a) If the Issuer or any Guarantor acts at any time as Paying Agent hereunder, it will, on each due date of the principal of (and premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums are paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

(b) Whenever the Issuer has one or more Paying Agents for the Notes, it will, on each due date of the principal of (and premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest and (unless the Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of such action or any failure so to act.

(c) The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.04, that such Paying Agent will:

(i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums are paid to such Persons or otherwise disposed of as herein provided;

(ii) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

(d) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or any Guarantor, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will be paid to the Issuer on the Issuer’s request or (if then held by the Issuer or any Guarantor) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or any Guarantor as Trustee thereof, will thereupon cease; provided that the Trustee or such Paying Agent, before being required to make any such repayment, will at the written direction and at the expense of the Issuer, cause to be published once, in the New York Times or The Wall Street Journal (national edition) or mail to each such Holder or both,

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notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 4.05 Taxes.

The Issuer and the Guarantors will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any Guarantor, as the case may be, or upon the income, profits or assets of the Issuer or such Guarantor, as the case may be, and (ii) all lawful claims against the Issuer or the Guarantors, as the case may be, for labor, materials and supplies which, if unpaid, might by law become a lien upon the assets of the Issuer or any Guarantors; provided, however, that neither the Issuer nor any Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Section 4.06 Stay, Execution and Usury Laws.

Each of the Issuer and each of the Guarantors covenants (to the fullest extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuer and each of the Guarantors (to the fullest extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Compliance Certificate.

The Issuer will deliver annually to the Trustee within 120 days (or such longer period as the Trustee in its discretion may consent to) after the end of each fiscal year (which on the date hereof ends on December 31), and at any other reasonable time if the Trustee so requires, an Officers’ Certificate stating that a review of the activities of the Issuer during such year and of performance under this Indenture has been made under their supervision and to the best of their knowledge, based on such review, the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, non-compliance with which would, with the giving of notice or the lapse of time, or both, constitute an Event of Defaults hereunder or, if the Issuer has not complied with all such requirements, giving particulars as to each non-compliance.

Section 4.08 Negative Pledge.

For so long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will create any mortgage, charge, hypothec, pledge, Lien or other security (“security”) on any of their respective assets to secure any indebtedness for borrowed money, without also at the same time or prior thereto securing equally and ratably with that other indebtedness for borrowed money all of the Notes then outstanding or the Noteholder Collateral Platform Guarantees, as the case may be, provided that this covenant will not apply or operate to prevent:

(a) any security given in the ordinary course of business to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, provided that:

(i) such security is given at the time such indebtedness is incurred;

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(ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding indebtedness of the Issuer or any Guarantor; and

(iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary of the Issuer;

(b) any Purchase Money Mortgage;

(c) any security given to secure indebtedness incurred for the construction of townsites, employees’ housing, warehouses or office premises;

(d) any security on any asset of the Issuer or any Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other assets of the Issuer or any Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of the imposition of such security;

(e) any security in favor of the Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, department or agency of any of them or in favor of the Issuer or any Guarantor;

(f) any security existing on the Issue Date;

(g) any renewal, refunding or extension of any security referred to in the foregoing clauses (a) to (f) in which the principal outstanding after such renewal, refunding or extension is not increased and the security is limited to the assets originally subject thereto and any improvements thereon;

(h) any security or stock of Non-Guarantor Subsidiaries;

(i) Liens on Escrowed Proceeds for the benefit of the related holders of Additional Notes (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Additional Notes or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Additional Notes and are held in an escrow account or similar arrangement to be applied for such purpose; or

(j) any other security, if, after giving effect to the creation of such security, the aggregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders’ Equity calculated on a pro forma basis for any acquisition since the date of the most recent quarterly or annual balance sheet, as the case may be.

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Section 4.09 Additional Amounts.

(a) All payments of principal of, premium, if any, and interest on the Notes made by the Issuer or any Guarantor pursuant to the Notes or the Noteholder Collateral Platform Guarantees, respectively, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized, incorporated, engaged in business or resident for tax purposes, or from or through which payment is made by or on behalf of the Issuer or Guarantor, or any political subdivision or governmental authority thereof or therein having the power to tax (collectively, “Taxes” and each such jurisdiction, a “Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any amount for or on account of Taxes is so required to be withheld or deducted from any payment made under or with respect to the Notes or the Noteholder Collateral Platform Guarantees, the Issuer or such Guarantor, as the case may be, will pay, or cause to be paid, such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including in respect of Additional Amounts) will not be less than the amount such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of the Notes or to a third party on behalf of a Holder or beneficial owner of the Notes with respect to:

(i) any Tax imposed on, or deducted or withheld from, payments in respect of the Notes to a Holder or beneficial owner (x) by reason of such Holder or beneficial owner, or any other Person entitled to payments on the Notes, being a Person with whom the Issuer or a Guarantor does not deal at arm’s length for the purposes of the Income Tax Act (Canada) at the time of making such payment, (y) by reason of such Holder or beneficial owner being a person that is, or that does not deal at arm’s length with, a Person who is a “specified shareholder” as defined in subsection 18(5) of the Income Tax Act (Canada) of the Issuer, or (z) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company, corporation or other entity) and the Taxing Jurisdiction (including, without limitation, any Tax imposed on, or deducted or withheld from, such Holder’s or beneficial owner’s net income) other than the mere ownership, or receiving payments under, or enforcing any rights in respect of, the Notes;

(ii) except as otherwise specified below, any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax;

(iii) any Tax imposed on, or deducted or withheld from, payments in respect of the Notes to a Holder or beneficial owner as a result of the failure of such Holder or beneficial owner of Notes (x) to duly and timely comply with any certification, identification, information, documentation, or similar reporting requirements concerning the nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner or (y) to duly and timely make a declaration, claim or filing for exemption from or reduction in the rate of such Tax, if such compliance or the making of such declaration, claim or filing is required by statute, treaty, regulation or administrative pronouncement or practice, as a precondition to exemption from or reduction in the rate of such Tax and if the Issuer or a Guarantor has provided such Holder or beneficial owner or its nominee with at least 30 days’ written notice of any opportunity to so comply or make such declaration, claim or filing;

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(iv) any Tax imposed on, or deducted or withheld from, payments in respect of the Notes to a Holder or beneficial owner which is a fiduciary or partnership (including any entity or arrangement treated as a partnership by the relevant Taxing Jurisdiction) or not the sole beneficial owner of such payments to the extent that any beneficiary or settler with respect to such fiduciary, any partner or member of such partnership or any beneficial owner of such payments would not have been entitled to such Additional Amounts with respect to such payments had such beneficiary, settler, partner, member or beneficial owner received directly its beneficial or distributive share of such payments;

(v) any Tax imposed on, or deducted or withheld from, payments in respect of the Notes to a Holder or beneficial owner if such payments could have been made without such imposition, deduction or withholding of such Tax had such Notes been presented for payment (where presentation is required) within 30 days after the date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent such Holder or beneficial owner would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30-day period);

(vi) any Tax payable other than by deduction or withholding from payments in respect of the Notes or the Noteholder Collateral Platform Guarantee;

(vii) any Tax imposed under Sections 1471 through 1474 (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) of the IRC (“FATCA”) as of the Issue Date, any current or future U.S. Treasury regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the IRC as of the Issue Date (or any amended or successor version of the IRC described above), any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing (including the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada)) or any law, regulation or practice adopted pursuant to any such intergovernmental agreement; or

(viii) any combination of items (i) through (vii).

(b) The Issuer or the applicable Guarantor, as the case may be, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law.

(c) The Issuer or the applicable Guarantor, as the case may be, will furnish the Holders, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or such Guarantor or, if certified copies of tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation evidencing such payment by the Issuer or the applicable Guarantor that is reasonably satisfactory to the Trustee. The Issuer and the Guarantors will, jointly and severally, indemnify each Holder and beneficial owner of the Notes for the amount of (x) any Taxes so levied or imposed and paid by such Holder or beneficial owner as a result of payments made under or with respect to the Notes or the Noteholder Collateral Platform Guarantees (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a)(i)

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through (a)(viii) above, (y) any cost or expense arising therefrom or with respect thereto, and (z) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a)(i) through (a)(viii) above) so levied or imposed with respect to any reimbursement under the foregoing clauses (x) and (y) so that the net amount received by such Holder or beneficial owner after such reimbursement will not be less than the net amount the Holder or beneficial owner would have received if Taxes (excluding any such Taxes for which Additional Amounts would not be payable pursuant to clauses (a)(i) through (a)(viii) above) on such reimbursement had not been imposed ((x), (y) and (z) collectively, a “Reimbursement Payment”).

(d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Issuer or such Guarantor, as applicable, will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(e) The Issuer will pay any present or future stamp, court or documentary Taxes, or any other excise or personal property Taxes that are imposed by any Taxing Jurisdiction from the execution, delivery or registration, or enforcement following the occurrence of any Event of Default, of the Notes, this Indenture, the Noteholder Collateral Platform or any other document or instrument in relation thereto, or on the receipt of any payments with respect to the Notes or the Noteholder Collateral Platform Guarantee (except, in the case of any excise or personal property Taxes attributable to payments with respect to the Notes or the Noteholder Collateral Platform Guarantee, any such Taxes that are imposed by reason of the existence of any connection with the Taxing Jurisdiction described in clause (a)(iii) above).

(f) This Section 4.09 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuer or any Guarantor is organized, incorporated, engaged in business or resident for tax purposes, or from or through which payment is made by or on behalf of the Issuer or any Guarantor, or any political subdivision or governmental authority thereof or therein having the power to tax.

Section 4.10 Change of Control.

(a) Upon the occurrence of a Change of Control, unless the Issuer has exercised its right to redeem the Notes as provided in Article Three hereof, the Issuer will be required to make an offer to purchase all of each Holder’s Notes (a “Change of Control Offer”). A Holder may tender all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of its Notes. In the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest, if any, thereon, to the date of purchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control (or, at the Issuer’s option, prior to any Change of Control, but after it is publicly announced), unless the Issuer has given notice to redeem under Section 3.07 or 3.08 hereof, the Issuer shall mail or electronically deliver in accordance with the procedures of DTC a notice to each Holder, at its registered address appearing in the Note Register, describing the transaction or transactions that constitute the Change of Control and offering to purchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”), pursuant to the procedures specified in this Section 4.10 and described in such notice. If the notice is sent prior to the occurrence of the Change of Control, it shall be conditioned upon the consummation of the Change of Control. The Change of Control Offer shall be made to all Holders.

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(c) In the event that, pursuant to this Section 4.10, the Issuer shall or shall be required to commence a Change of Control Offer, it shall follow the procedures specified below.

(i) The Change of Control Offer shall remain open for a period of at least 30 days and not more than 60 days following its commencement (the “Offer Period”). No later than five Business Days after the termination of the Offer Period, the Issuer shall accept for payment all Notes tendered in response to the Change of Control Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(ii) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer.

(iii) Upon the commencement of a Change of Control Offer, the Issuer shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The notice, which shall govern the terms of the Change of Control Offer, shall state:

(1) that the Change of Control Offer is being made pursuant to this Section 4.10 and the length of time the Change of Control Offer shall remain open. Such notice shall also describe the Change of Control and shall state that all Notes tendered will be accepted for payment;

(2) the amount of the Change of Control Payment and the Change of Control Payment Date;

(3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Chance of Control Offer shall cease to accrete or accrue interest after the Change of Control Date;

(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in a minimum principal amount of $2,000 or in integral multiples of $1,000 in excess thereof (except that if all of the Notes of a Holder are to be redeemed), the entire outstanding amount of Notes held by such Holder, even if not $2,000 or an integral multiple of $1,000 in excess thereof, shall be redeemed;

(6) that Holders electing to have a Note purchased pursuant to any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice on or before the Change of Control Payment Date;

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(7) that Holders shall be entitled to withdraw their election if the Issuer, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and

(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(iv) On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions thereof 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 thereof, properly tendered, and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

(v) The Paying Agent shall promptly (but in any case not later than five days after the purchase date) mail or wire transfer to each Holder who properly tenders Notes an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

(e) Notwithstanding anything to the contrary in this Section 4.10, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase the Notes (a “Third Party Offer”) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under a Third Party Offer.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10 or the Notes, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder or under the Notes by virtue of such compliance.

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Section 4.11 Sale and Leaseback Transactions.

The Issuer will not enter into any Sale and Leaseback Transaction (except for a period, including renewals, not exceeding 36 months) unless:

(a) at the time of entering into such Sale and Leaseback Transaction, the Issuer would be entitled to incur debt, in a principal amount equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, secured by a Lien, without equally and ratably securing the Notes;

(b) the Issuer applies, within 12 months after the Sale and Leaseback Transaction, an amount equal to the greater of (i) the net proceeds of the property sold pursuant to the Sale and Leaseback Transaction, or (ii) the fair value (in the opinion of an executive officer of the Issuer) of such property to the acquisition of or construction on property used or to be used in the Issuer’s business or the business of any Subsidiary of the Issuer; or

(c) subject to the following paragraph, the Issuer applies, within 12 months after the Sale and Leaseback Transaction, an amount equal to the net proceeds of the property sold pursuant to the Sale and Leaseback Transaction to the voluntary defeasance, retirement or satisfaction and discharge of First-Lien Indebtedness or, if the Issuer does not have any First-Lien Indebtedness outstanding at such time, any senior unsecured indebtedness of the Issuer or any indebtedness of a subsidiary of the Issuer, which amount will not be less than the fair value (in the opinion of an executive officer of the Issuer) of such property, less an amount equal to the principal amount of such First-Lien Indebtedness or other indebtedness, as applicable, voluntarily and previously defeased or retired by the Issuer, as the case may be, prior to such 12-month period and not designated as a credit against any other Sale and Leaseback Transaction.

For added clarification, this Section 4.11 shall not apply to any Non-Guarantor Subsidiary of the Issuer.

Section 4.12 Reports.

(a) So long as any Notes are outstanding:

(i) if the Issuer is subject to the reporting requirements under the securities laws of Canada and is required to file information with one or more securities commissions in Canada (the “Canadian Commissions”), the Issuer shall furnish to the Trustee (and the Holders of the Notes and beneficial owners of the Notes, to the extent not otherwise available on the Canadian System for Electronic Document Analysis and Retrieval, or “SEDAR”), as promptly as is reasonably practicable after such information has been filed:

(1) all quarterly and annual financial information that the Issuer would be required to file with the Canadian Commissions as if it were a reporting issuer under the securities laws of the Province of Ontario, including in each case a “Management’s Discussion and Analysis” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent chartered accountants; and

(2) all material change reports that the Issuer would be required to file with the Canadian Commissions as if it were a reporting issuer under the securities laws of the Province of Ontario; and

(ii) if the Issuer is not subject to the reporting requirements under the securities laws of Canada or is otherwise not required to file information with the Canadian Commissions, the Issuer shall furnish to the Trustee and, upon request, to beneficial owners of the Notes and prospective investors a copy of all of the financial information and reports referred to in subclauses (1) and (2) of clause (i) above.

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(b) At any time that the Issuer is no longer a public company listed on the Toronto Stock Exchange (or another national or similar securities exchange in either Canada or the United States), or is not required to file or furnish on SEDAR the reports and information required to be filed or furnished under clause (a)(i) of this Section 4.12, the Issuer shall also:

(i) hold a quarterly conference call to discuss the information contained in the annual and quarterly reports required to be furnished under clause (a)(ii) of this Section 4.12 (the “Financial Reports”) not later than 5 Business Days from the time the Issuer furnishes such information to the Trustee;

(ii) no fewer than 3 Business Days prior to the date of the conference call required to be held in accordance with clause (i) above, issue a press release to the appropriate U.S. wire services announcing, or utilize other means that will, in the reasonable judgment of the Issuer, advise beneficial owners of, the time and date of such conference call and directing the beneficial owners of the Notes, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain the Financial Reports and information on how to access such conference call; and

(iii) either (x) maintain a non-public website to which beneficial owners of the Notes, prospective investors and securities analysts are given access and to which such Financial Reports and conference call access details are posted or (y) distribute via electronic mail such Financial Reports and conference call details to beneficial owners of the Notes, prospective investors and securities analysts who request to receive such distributions.

(c) The Issuer will be deemed to have satisfied its obligations pursuant to this Section 4.12 with respect to financial information relating to the Issuer by furnishing financial information relating to its direct and indirect parent consistent with this Section 4.12. If the direct or indirect parent has more than de minimis operations separate and apart from its ownership in the Issuer, then the Issuer will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent and its subsidiaries, on the one hand, and the information relating to the Issuer and its Subsidiaries on a standalone basis, on the other hand.

(d) In addition, for so long as any Notes remain outstanding, the Issuer shall furnish to the Holders or beneficial owners of the Notes and to any prospective purchaser of such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act if not otherwise provided.

Section 4.13 Future Noteholder Platform Guarantees.

(a) The Issuer will cause any Subsidiary acquired or created after the Issue Date that becomes a guarantor of the indebtedness under the Credit Facilities or any other First-Lien Indebtedness to execute and deliver to the Collateral Trustee a Noteholder Collateral Platform Guarantee.

(b) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Noteholder Collateral Platform Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

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(c) Each Subsidiary that becomes a Guarantor on or after the Issue Date will, pursuant to the Noteholder Collateral Platform, grant a security interest in favor of the Collateral Trustee and will, as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien in all of its Property that constitutes Collateral to secure its obligations under its Noteholder Collateral Platform Guarantee, and as may be necessary to have such Property added to the Collateral as required hereunder and under the Noteholder Collateral Platform, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect.

(d) A Guarantor’s obligations under its Noteholder Collateral Platform Guarantee, as it relates to the Notes and this Indenture, and the corresponding First-Priority Lien on the Collateral of such Guarantor, shall be released, in accordance with Section 11.03 hereof, at such time as such Guarantor ceases to be a Subsidiary or upon release by the Lenders Collateral Trustee under the Lenders Collateral Platform and otherwise in accordance with Section 10.02 hereof.

ARTICLE 5.

SUCCESSORS

Section 5.01 Consolidation, Merger, Amalgamation or Sale of Assets.

So long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of the assets of the Issuer, taken as a whole, would become the property of any other Person (the “Successor Person”) unless:

(a) the Issuer or such Guarantor, as applicable, and/or the Successor Person, prior to or contemporaneously with the consummation of that transaction, executes those instruments and does those things as are necessary or advisable to establish that upon the consummation of that transaction:

(i) the Successor Person will have assumed all the covenants and obligations of the Issuer or such Guarantor, as applicable, under this Indenture, the Notes and the Noteholder Collateral Platform Guarantees, as applicable; and

(ii) the Notes or the Noteholder Collateral Platform Guarantees, as applicable, will be valid and binding obligations of the Successor Person entitling the Holders thereof, as against the Successor Person, to all the rights of Holders under this Indenture;

(b) immediately after giving effect to any such transaction, no Event of Default or event that after notice or passage of time or both would be an Event of Default shall have occurred and be continuing; and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate stating that such transaction and such instruments comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been completed.

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Section 5.02 Successor To Possess Powers of the Corporation.

Whenever the conditions of Section 5.01 hereof shall have been duly observed and performed, the Successor Person shall possess and from time to time may exercise each and every right and power of the Issuer or such Guarantor, as the case may be, under this Indenture in the name of the Issuer or such Guarantor, as the case may be, or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director, manager, or officer of the Issuer or such Guarantor, as the case may be, may be done and performed with like force and effect by the like directors, managers or officers of the Successor Person.

ARTICLE 6.

EVENTS OF DEFAULT

Section 6.01 Events of Default.

The occurrence of any of the following events with respect to the Notes will constitute an “Event of Default” with respect to the Notes:

(a) default in payment of the principal of any of the Notes when the same becomes due under any provision hereof or of the Notes;

(b) default in payment of any interest due on any of the Notes and continuance of such default for a period of 30 days;

(c) default by the Issuer or any Guarantor, as the case may be, in the observance or performance of any of the covenants contained in Article Five or in Section 4.10 hereof;

(d) default by the Issuer or any Guarantor in the observance or performance of any other covenant or condition of the Issuer or the Guarantors, as applicable, contained in the Notes, the Noteholder Collateral Platform Guarantees or in this Indenture and continuance of such default for a period of 60 days after notice in writing has been given by the Trustee to the Issuer or any Guarantor, as the case may be, specifying such default and requiring the Issuer such Guarantor, as the case may be, to put an end to the same, which notice the Trustee may give on its own initiative and shall give when requested to do so by the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding;

(e) default by the Issuer or any Guarantor (i) in the payment prior to the stated maturity thereof of the principal of, or premium, if any, or interest on, any indebtedness for borrowed money (other than indebtedness maturing less than 12 months from the creation or issue thereof or indebtedness where recourse is limited to assets securing that indebtedness and proceeds from a sale thereof) having an outstanding principal amount in excess of $50 million in the aggregate at the time of default (for the purposes of this provision, “such indebtedness”) or in the performance prior to the stated maturity thereof of any other covenant contained in any instrument under which such indebtedness is created or issued, and the holders thereof or a trustee, if any, for such holders declare such indebtedness to be due and payable prior to the stated maturity thereof or (ii) in the payment at the stated maturity thereof of the principal of any such indebtedness; provided that if any default under either (i) or (ii) is waived by the holders of such indebtedness or a trustee, if any, for such holders, then the Event of Default hereunder shall be deemed to be waived without further action on the part of the Trustee or the Holders;

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(f) if the Security Documents shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected First-Priority Lien on any material portion of the Collateral purported to be covered thereby and the Issuer or the applicable Guarantor does not take all steps required to provide the Collateral Trustee with a valid and perfected First-Priority Lien against such Collateral within five (5) days of request therefor by the Collateral Trustee or the Trustee;

(g) the making of an order or the passing of an effective resolution for the winding-up, liquidation or dissolution of the Issuer or any Significant Subsidiary Guarantor, except in the course of carrying out, or pursuant to, a transaction in respect of which the provisions of Article Five hereof are applicable and the conditions thereof are duly observed and performed, if the Issuer or such Significant Subsidiary Guarantor fails to file an appeal therefrom within the applicable appeal period or, if the Issuer or such Significant Subsidiary Guarantor does file an appeal therefrom within such period, such order is not, and does not remain, vacated, discharged or stayed;

(h) the making by the Issuer or any Significant Subsidiary Guarantor of a general assignment for the benefit of its creditors or other acknowledgement by the Issuer or such Significant Subsidiary Guarantor of its insolvency, or the making of a bankruptcy receiving order against the Issuer or any Significant Subsidiary Guarantor if the Issuer or such Significant Subsidiary Guarantor, as the case may be, fails to file an appeal therefrom within the applicable appeal period or, if the Issuer or such Significant Subsidiary Guarantor, as the case may be, does file an appeal therefrom within such period, such order is not, and does not remain, vacated, discharged or stayed, or the making by the Issuer or any Significant Subsidiary Guarantor of an authorized assignment or a proposal to its creditors, or the seeking of relief, under any bankruptcy or insolvency or analogous law (including, without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or the Winding-up and Restructuring Act (Canada)), or the consenting to, or acquiescence by the Issuer or any Significant Subsidiary Guarantor in, the appointment of a trustee, custodian, receiver or receiver and manager or any other officer with similar powers of the Issuer or such Significant Subsidiary Guarantor, as the case may be, or of all of the assets of the Issuer of such Significant Subsidiary Guarantor or any part thereof the loss of which could reasonably be expected to materially and adversely affect the ability of the Issuer or such Significant Subsidiary Guarantor, as the case may be, to perform its obligations under this Indenture;

(i) the taking or entering against the Issuer or any Significant Subsidiary Guarantor of a judgment or decree for the payment of money in an amount that could reasonably be expected to materially and adversely affect the ability of the Issuer or such Significant Subsidiary Guarantor, as the case may be, to perform any of its obligations under this Indenture, if the Issuer or such Significant Subsidiary Guarantor, as applicable, fails to file an appeal therefrom within the applicable appeal period or, if the Issuer or such Significant Subsidiary Guarantor, as applicable, does file an appeal therefrom within such period, such judgment or decree is not, and does not remain, vacated, discharged or stayed.

The Issuer or any Guarantor, as applicable, shall deliver to the Trustee, as soon as practicable and in any event within 10 days after the Issuer’s or Guarantor’s knowledge thereof, written notice in the form of an Officers’ Certificate of any Default under this Indenture, its status and what actions the Issuer or such Guarantor, as the case may be, proposes to take with respect thereto. Notwithstanding anything to the foregoing herein, the Trustee shall have no duty to determine whether an Event of Default or a potential Event of Default has occurred or is continuing, except for Defaults or Events of Default in payment of principal of, premium, if any, or interest on the Notes, until a Responsible Officer of the Trustee has actual knowledge thereof.

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Holders of the Notes may not enforce this Indenture, the Notes or the Noteholder Collateral Platform Guarantees except as provided in this Indenture.

Section 6.02 Acceleration.

(a) If an Event of Default described in clause (a) through (i), inclusive, of Section 6.01 hereof shall have occurred and be continuing with respect to the Notes then outstanding or the Noteholder Collateral Platform Guarantees, then, and in each and every such case, unless the principal of all of the Notes shall have already become due and payable, the Trustee may, in its discretion, and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding by notice in writing to the Issuer, declare the principal of (and premium, if any, on) the Notes then outstanding and the interest accrued thereon and all other money, if any, owing under the provisions of this Indenture in respect of the Notes to be due and payable immediately on demand.

(b) At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in this Article, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences and the Trustee shall thereupon rescind and annul such declaration and its consequences if:

(i) the Issuer or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay:

(1) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

(2) all overdue interest on all outstanding Notes;

(3) all unpaid principal of (and premium, if any, on) any outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes;

(4) interest on overdue principal at the rate borne by the Notes, which has become due otherwise than by such declaration of acceleration; and

(ii) no such rescission would conflict with any judgment or decree of a court of competent jurisdiction; and

(iii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

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Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with a Change of Control Offer) or in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each outstanding Note affected; provided that the Holders of a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it, in good faith, determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium, if any, or interest.

Section 6.06 Limitation on Suits.

Subject to Section 6.07, no Holder shall have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder unless:

(a) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made a written request to the Trustee to institute such proceeding;

(c) such Holder or Holders shall have provided reasonable indemnity to the Trustee to institute such proceeding;

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(d) the Trustee shall have failed to institute such proceeding within 60 days after such notification, request and offer of indemnity; and

(e) during such 60-day period, the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the then outstanding Notes a direction inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest on the Notes, on or after the respective due dates expressed in such Notes (including in connection with a Change of Control Offer upon the occurrence of a Change of Control), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event

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of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes, including any Guarantor), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

(a) to the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(b) to Holders for amounts due and unpaid on the Notes for principal of, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(c) to the Issuer or to such party as a court of competent jurisdiction shall direct, including any Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing

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by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of gross negligence, bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders shall have offered to the Trustee reasonable security and indemnity satisfactory to it against any loss, liability or expense.

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(f) The Trustee shall not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document, whether in its original or facsimile form believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled on reasonable notice to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or gross negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

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(j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any persons specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.09 and 7.10 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes (except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that there is no material conflict of interest between the Trustee’s role as trustee and its role in any other capacity), it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs, unless such Default or Event of Default has been cured. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders and so informs the Issuer in writing.

Section 7.06 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in accordance with this Indenture in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer shall indemnify and hold harmless the Trustee and its officers, directors, employees and agents against any and all losses, liabilities, obligations, losses, claims, damages, penalties, actions,

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suits, judgments, costs, expenses or disbursements of any kind (including reasonable attorney’s fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture or the Notes including the costs and expenses of enforcing this Indenture or the Notes against the Issuer (including this Section 7.06) and defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the Issuer’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Issuer’s obligations under this Section 7.06 shall survive the resignation or removal of the Trustee, any termination of this Indenture, including any termination or rejection of this Indenture in any insolvency or similar proceeding and the repayment of all the Notes.

Section 7.07 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.09 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

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If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligations under Section 7.06 hereof shall continue for the benefit of the retiring Trustee.

Section 7.08 Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee.

Section 7.09 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that, together with its Affiliates, has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall at all times satisfy the requirements of Section 310(a)(1) and (5) of the U.S. Trust Indenture Act of 1939, as amended.

Section 7.10 Appointment of Co-Trustee.

It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of a Person to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint a Person as a separate or co-trustee. The following provisions of this Section 7.10 are adopted to these ends.

In the event that the Trustee appoints an additional Person as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the

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extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. So long no Event of Default shall have occurred and be continuing, any such appointment shall be pursuant to such terms and conditions as are agreed with the Issuer.

Should any instrument in writing from the Issuer be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer; provided, that if an Event of Default shall have occurred and be continuing, if the Issuer does not execute any such instrument within fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Issuer to execute any such instrument in the Issuer’s name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee.

Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a) all rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and

(b) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 7.

Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Notwithstanding anything contained herein to the contrary, the right of the Trustee to perform any discretionary act enumerated herein or in the Notes (including the right to consent to or approve of any action or document which requires its consent or approval and the right to waive any provision of, or consent to any change or amendment to, any of this Indenture or the Notes) shall not be construed as giving rise to any expressed or implied duty owed by the Trustee, and the Trustee shall not be answerable in connection with any of the foregoing for, or have any liability whatsoever as a result of, (i) its refusal to perform, consent or approve of such discretionary acts without the prior consent or direction of the applicable percentage of the Holders that would be required if such consent or direction was obtained under this Indenture or (ii) its performance of any such discretionary act (except for any gross negligence or willful misconduct in the performance of such acts).

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ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations of the Guarantors with respect to the Noteholder Collateral Platform Guarantees with respect to the Notes and cure all then-existing Defaults or Events of Default upon compliance with the conditions set forth below in this Article Eight.

If the Issuer exercises its Legal Defeasance (as defined in Section 8.02 below) or Covenant Defeasance (as defined in Section 8.03 below) options, each Guarantor will be released from all of its obligations with respect to its Noteholder Collateral Platform Guarantee and will cease to be subject to this Indenture. The Issuer may exercise its Legal Defeasance option notwithstanding the fact that it previously exercised its Covenant Defeasance option.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the Noteholder Collateral Platform Guarantees with respect to the Notes on the date the conditions set forth in Section 8.04 are satisfied (‘‘Legal Defeasance”). For this purpose, Legal Defeasance means that each of the Issuer and each Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (including the Noteholder Collateral Platform Guarantees with respect to the Notes), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes, the Noteholder Collateral Platform Guarantees with respect to the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due, (b) the Issuer’s obligations with respect to such Notes under Section 2.07, Section 2.10, Section 4.02, and Section 4.04 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.05, 4.07, 4.08 and 4.10 through 4.13 hereof with respect to the outstanding Notes and the Noteholder Collateral Platform Guarantees with respect to the Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the

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purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(e), 6.01(f) and 6.01(i) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) The Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay without reinvestment the principal of, and 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 the Issuer must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date;

(b) in the case of an election under Section 8.02 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, 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 U.S. 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;

(c) in the case of an election under Section 8.03 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that 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 Covenant Defeasance and will be subject to U.S. 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;

(d) in the case of an election under Section 8.02 or Section 8.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that Holders of the outstanding Notes will not recognize income, gain or loss

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for Canadian federal income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will be subject to Canadian 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 or Covenant Defeasance, as applicable, had not occurred;

(e) no Default or Event of Default shall have occurred and be 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 the granting of Liens in connection therewith);

(f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(g) The Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

(h) the Issuer shall have delivered 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.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06 Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture, the Notes and the Noteholder Collateral Platform Guarantees with respect to the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of the Notes.

Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors, as applicable, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents without the consent of any Holder:

(a) to cure any ambiguity, defect, error or inconsistency;

(b) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(c) to evidence the assumption by a Successor Person of the covenants and obligations of the Issuer or any Guarantor under this Indenture and the Notes then outstanding or the Noteholder Collateral Platform Guarantees;

(d) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights under this Indenture of any such Holder;

(e) to add guarantees or security with respect to the Notes;

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(f) to evidence and provide for the acceptance of appointment by a successor Trustee;

(g) to comply with the rules of any applicable Depositary;

(h) to conform the text of this Indenture or the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents to any provision of the “Description of Notes” Section of the Offering Memorandum, to the extent such provision of this Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents was intended to conform to the text of such “Description of Notes” section; or

(i) provide for the issuance of Additional Notes in accordance with this Indenture.

Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 14.02 hereof, the Trustee shall join with the Issuer and the Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

(a) Except as provided below in clause (b) of Section 9.02, the Issuer, the Guarantors, as applicable, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the Noteholder Collateral Platform Guarantees with respect to the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes and its consequences may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 14.02 hereof, the Trustee shall join with the Issuer and the Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties, liabilities or immunities under this indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

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(b) Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the principal or change the fixed maturity of any Note or alter the provisions (except those in Section 3.03) with respect to the redemption of the Notes (other than provisions under Section 4.10 hereof);

(iii) reduce the rate or change the time for payment of interest on any Note, including Additional Amounts;

(iv) waive a Default or Event of Default in the payment of principal of and premium, if any, or interest 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);

(v) make any Note payable in money other than that stated in the Notes;

(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of and premium, if any, or interest on, the Notes;

(vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 hereof);

(viii) modify or change any provision of this Indenture or the related definitions hereof affecting the ranking of the Notes (under the Noteholder Collateral Platform or otherwise) in a manner that materially adversely affects the Holders;

(ix) make any change in the provisions of this Indenture or the Noteholder Collateral Platform dealing with the application of proceeds of Collateral that would materially adversely affect the rights of any Holders;

(x) release all or substantially all of the Collateral from the Security Documents or all or substantially all of the Noteholder Collateral Platform Guarantees, other than in accordance with the provisions of this Indenture and the Noteholder Collateral Platform; and

(x) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions of Section 9.02(b).

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Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.04 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment or supplement authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment or supplement until the Board of Directors approves it. In executing any amendment or supplement, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.02 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture.

ARTICLE 10.

NOTEHOLDER COLLATERAL PLATFORM GUARANTEES

Section 10.01 Noteholder Collateral Platform Guarantees.

(a) The obligations of the Issuer under this Indenture and the Notes shall, as a result of the issuance of the Noteholder Collateral Bond issued to the Trustee pursuant to the Noteholder Collateral Platform, be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by each Guarantor under its Noteholder Collateral Platform Guarantee and each other Person that the Issuer shall cause to become a Guarantor pursuant to the terms of this Indenture following the Issue Date.

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(b) Pursuant to the Noteholder Collateral Platform, the Noteholder Collateral Platform Guarantees shall be secured by First-Priority Liens on the portion of the Collateral owned by the applicable Guarantor, subject to Section 4.08 hereof.

Section 10.02 Releases.

A Guarantor will be released from its obligations under its Noteholder Collateral Platform Guarantee, as it relates to the Notes and this Indenture, upon the occurrence of any of the following:

(a) in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of consolidation, merger, amalgamation or otherwise, or a sale or other disposition of the Capital Stock of such Guarantor, in each case, such that it ceases to be a Subsidiary of the Issuer;

(b) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes;

(c) upon the Issuer exercising its Legal Defeasance or Covenant Defeasance option under Article 8 or the Issuer’s obligations under this Indenture otherwise being discharged in accordance with the terms of this Indenture; or

(d) upon a written release of a Guarantor of its Guarantee by the Lenders Collateral Trustee under the Lenders Collateral Platform or upon the return for cancellation of all Lenders Collateral Bonds issued under the Lenders Collateral Platform whether before or following the payment in full of the indebtedness under the Credit Facilities.

ARTICLE 11.

SECURITY

Section 11.01 Security.

(a) The Issuer and each Guarantor have granted First-Priority Liens (subject to Section 4.08 hereof) on their respective Collateral to the Collateral Trustee pursuant to the Security Documents, which shall be general and continuing Collateral security for the payment and performance of their respective Indenture Obligations (including for certainty their respective obligations under the Noteholder Collateral Bond and Noteholder Collateral Platform Guarantees). Subject to the Intercreditor Agreement, the Collateral Trustee will hold (directly or through co-agents or sub-agents), and will be entitled to enforce, all Liens on the Collateral created by the Security Documents. Except as provided in the Intercreditor Agreement, the Collateral Trustee will not act upon directions purported to be delivered to it by any Person, commence any exercise of remedies or any foreclosure actions, or otherwise take any actions or proceedings against any of the Collateral.

(b) For greater certainty, each Subsidiary that becomes a Guarantor on or after the Issue Date will also become a party to the applicable Security Documents and will, as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certificates, and opinions of counsel as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien (subject to Liens permitted under Section 4.08) in all of its Property that constitutes Collateral to secure its Noteholder Collateral Platform Guarantee and as may be necessary to have such Property added to the Collateral as required under the Noteholder Collateral Platform and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect.

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(c) Pursuant to the Security Documents, the Issuer and the Guarantors are required to perfect the security referred to in Section 11.01(a) in all jurisdictions in which the Issuer or the Guarantors, as applicable, have material assets or a principal place of business. Security interests in personal or movable property constituting Collateral will be perfected by the filing of financing statements (or their equivalent) under personal property security legislation (including the Civil Code of Quebec, if applicable) applicable to such personal or movable property. Liens on Collateral consisting of real or immovable property will be taken by way of a fixed charge or immovable hypothec, as applicable, in the owned or leased real or immovable property of the Issuer and the Guarantors only.

Section 11.02 Further Assurances.

The Issuer shall, and shall cause the Guarantors to, at their expense, do or cause to be done all acts and things that may be reasonably requested by the Collateral Trustee to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of the indebtedness secured by the Noteholder Collateral Platform, duly created, enforceable, and perfected Liens upon the Collateral. If the Issuer or a Guarantor acquires Property after the Issue Date that is not automatically subject to a perfected security interest or Lien under the Security Documents and such Property would be of the type that would constitute Collateral that is required to be subject to First-Priority Liens, or if a Subsidiary becomes a Guarantor, then the Issuer shall cause such Guarantor to provide security interests in and Liens on such Property (or, in the case of a new Guarantor, on all of its Property constituting Collateral) in favor of the Collateral Trustee acting on behalf of all creditors in respect of indebtedness secured by the Noteholder Collateral Platform of the Issuer and the Guarantors that are subject to the Intercreditor Agreement, including the Trustee and the Holders, and deliver certain agreements in respect thereof as required by the Security Documents.

Section 11.03 Release of Security.

(a) Without derogating from any other provision of this Indenture or the Security Documents which may provide for the release of any security on Collateral:

(i) the First-Priority Liens on the Collateral will be released in whole with respect to the obligations of the Issuer under the Notes and this Indenture and the Noteholder Collateral Platform Guarantees, as they relate to the Notes and this Indenture, as applicable, upon the occurrence of any of the following:

(A) payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes;

(B) satisfaction and discharge of this Indenture; or

(C) defeasance pursuant to either Section 8.02 or 8.03 hereof;

provided that in each case, all amounts owing to the Trustee under this Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or otherwise provided for to the reasonable satisfaction of the Trustee and the Collateral Trustee, as applicable; and

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(b) the First-Priority Liens of the Collateral Trustee on the Collateral will automatically be released with respect to any Property constituting Collateral upon the occurrence of any of the following:

(i) any disposition of such Collateral to any Person other than the Issuer or any Guarantors in any transaction permitted hereunder and under the terms of the other First-Lien Indebtedness (but excluding any transaction subject to Section 5.01 if such other Person is required to become the obligor on the Notes or a Guarantor);

(ii) upon a written release of Collateral by the Lenders Collateral Trustee under the Lenders Collateral Platform or upon the return for cancellation of all Lenders Collateral Bonds issued under the Lenders Collateral Platform whether before of following the payment in full of the Indebtedness under the Credit Facilities; or

(iii) the disposition of such Collateral pursuant to the exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral, subject to the Security Documents.

ARTICLE 12.

SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder and the Noteholder Collateral Platform Guarantees thereon, when:

(a) either:

(i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid, and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer or discharged from the trust, have been delivered to the Trustee for cancellation; or

(ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery or mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, 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 without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default or Event of Default (other than a Default or Event of Default resulting from any borrowing of funds to be applied to make such deposit and the granting of Liens in connection therewith) shall occur as a result of such deposit, and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

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(c) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at Stated Maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Upon the satisfaction and discharge of this Indenture, the Guarantors’ respective obligations under the Noteholder Collateral Platform Guarantees, as they relate to the Notes and this Indenture, and the corresponding First-Priority Liens on the Collateral of the Guarantors, shall be released in accordance with Section 11.03 hereof.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the provisions of Sections 12.02, 8.06 and 8.07 hereof shall survive.

Section 12.02 Money Held in Trust.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 13.

HOLDERS’ MEETINGS

Section 13.01 Purposes of the Meetings.

A meeting of the Holders may be called at any time pursuant to this Article 13 for any of the following purposes:

(a) to give any notice to the Issuer or the Guarantors or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to Article 9;

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(b) to remove the Trustee and appoint a successor trustee pursuant to Article 7; or

(c) to consent to the execution of an indenture supplement pursuant to Section 9.02.

Section 13.02 Place of Meetings.

Meetings of Holders may be held at such place or places as the Trustee or, in case of its failure to act, the Issuer, any Guarantor or the Holders calling the meeting, shall from time to time determine.

Section 13.03 Call and Notice of Meetings.

(a) The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of Holders to be held at such time and at such place in New York, New York or in such other city as determined by the Trustee pursuant to Section 13.02. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to each Holder in the manner contemplated by Section 14.01.

(b) In case at any time the Issuer, pursuant to a resolution of its Board of Directors, or the Holders of at least 10% in aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of the Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the first giving of the notice of such meeting within 20 days after receipt of such request, then the Issuer or the Holders of Notes in the amount above specified may determine the time (not less than 21 days after notice is given) and the place in New York, New York or in such other city as determined by the Issuer or the Holders pursuant to Section 13.02 for such meeting and may call such meeting to take any action authorized in Section 13.01 by giving notice thereof as provided in Section 14.01.

Section 13.04 Persons Entitled to Vote, to be Present and to Speak at Meetings.

To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder at the relevant record date or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Person so entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Issuer and the Guarantors and their respective counsel.

Section 13.05 Voting Rights, Conduct and Adjournment.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof of the holding of Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 2.03 and the appointment of any proxy shall be proved in such manner as is deemed appropriate by the Trustee or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank, banker or trust company customarily authorized to certify to the holding of a Note such as a Global Note.

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(b) At any meeting of Holders, the presence of Persons holding or representing Notes in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Subject to any required aggregate principal amount of Notes required for the taking of any action pursuant to this Indenture, in no event shall less than a majority of the votes given by Persons holding or representing Notes at any meeting of Holders be sufficient to approve an action. Any meeting of Holders duly called pursuant to Section 13.03 may be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a majority of the Notes represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. No action at a meeting of Holders shall be effective unless approved by Persons holding or representing Notes in the aggregate principal amount required by the provision of this Indenture pursuant to which such action is being taken.

(c) At any meeting of Holders, each Holder or proxy shall be entitled to one vote for each $1,000 aggregate principal amount of outstanding Notes held or represented.

Section 13.06 Revocation of Consent by Holders at Meetings.

At any time prior to (but not after) the evidencing to the Trustee of the taking of any action at a meeting of Holders by the Holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note may, by filing written notice with the Trustee at its principal Corporate Trust Office and upon proof of holding as provided herein, revoke such consent so far as concerns such Note. Except as aforesaid, any such consent given by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Note issued in exchange therefor, in lieu thereof or upon transfer thereof, irrespective of whether or not any notation in regard thereto is made upon such Note. Any action taken by the Holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Guarantors, the Trustee and the Holders. This Section 13.06 shall not apply to revocations of consents to amendments, supplements or waivers, which shall be governed by the provisions of Section 9.03.

ARTICLE 14.

MISCELLANEOUS

Section 14.01 Notices.

Any notice or communication by the Issuer or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer:

Norbord Inc.

1 Toronto Street – Suite 600

Toronto, Ontario

Canada, M5C 2W4

Telecopier No.: (416) 360-2273

Attention: Robin Lampard

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With a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

Telecopier No.: (212) 859-4000

Attention: Stuart H. Gelfond, Esq.

and

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, ON M5V 3J7

Telecopier No.: (416) 863-0871

Attention: Joel Scoler

If to the Trustee:

Computershare Trust Company, N.A

8742 Lucent Boulevard, Suite 225

Highlands Ranch, CO 80129

Telecopier No.: (303) 262-0608

Attention: John M. Wahl

The Issuer or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof and may be given via facsimile.

Any notice or communication to a Holder shall be electronically delivered in accordance with the procedures with the procedures of DTC or mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to deliver or mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. If a notice or communication is delivered or mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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If the Issuer delivers or mails a notice or communication to Holders, it shall deliver or mail a copy to the Trustee and each Agent at the same time.

In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions and directions pursuant to this Indenture sent by e-mail, facsimile transmission or other similar electronic methods.

Section 14.02 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee upon request:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.03 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.03 below to the extent requested) stating that, in the opinion of such counsel (who may rely on an Officers’ Certificate as to matters of fact), all such conditions precedent have been satisfied.

Section 14.03 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition provided for in this Indenture shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officers Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.04 Rules by Agents.

The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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Section 14.05 No Personal Liability of Directors, Officers, Trustees, Employees, Shareholders, Partners and Principals.

No past, present or future director, officer, employee, incorporator, stockholder, member, manager or partner of the Issuer or any of its Affiliates, as such, shall have any liability for any obligations of the Issuer, the Guarantors, the Noteholder Collateral Platform Guarantees, the Security Documents, this Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.06 Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

Section 14.07 Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.08 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.10 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 14.11 Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, the Issuer (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Noteholder Collateral Platform Guarantees or this Indenture (but for that purpose only) that may be instituted in any U.S. federal or state court located in the Borough of Manhattan in The City of New York, or brought under federal or state securities laws, and

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acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Chief Financial Officer at its principal office in Toronto, Ontario as specified in Section 14.01 hereof), shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Notwithstanding the foregoing, the Issuer reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor authorized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior authorized agent shall terminate. The Issuer shall give notice to the Trustee and all Holders of the designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Issuer will designate a successor authorized agent in accordance with the preceding sentence. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect so long as this Indenture shall be in full force and effect.

To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law.

Section 14.12 Conversion of Currency.

(a) (i) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in U.S. dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in U.S. dollars originally due.

(b) In the event of the winding-up of the Issuer at any time while any amount or damages owing under the Notes or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. dollars due or contingently due under the Notes or this Indenture (other than under this subsection (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this clause (b), the final date for the filing of proofs of claim in the winding-up of the Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c) The obligations contained in clauses (a)(ii) and (b) of this Section 14.12 shall constitute separate and independent obligations of the Issuer from its other obligations under the Notes and this Indenture, shall give rise to separate and independent causes of action against the Issuer, shall apply irrespective

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of any waiver or extension granted by any Holder or Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer for a liquidated sum in respect of amounts due hereunder (other than under clause (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or the liquidator or otherwise. In the case of clause (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by the Federal Reserve Bank of New York, noon buying rate on the date of determination for purchases of U.S. dollars with the judgment currency other than U.S. dollars referred to in clauses (a) and (b) above and includes any premiums and costs of exchange payable.

(e) The Trustee shall take no action and shall have no duty or liability with respect to monitoring or enforcing this Section 14.12.

Section 14.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 14.15 Table of Contents, Headings, etc.

The Table of Contents and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.16 Currency Equivalent.

Except as provided in Section 14.12, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein in the currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation which is required to purchase such amount in the First Currency at the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montreal at 12:00 noon (Montreal, Quebec time) on the date of determination.

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Section 14.17 Privacy Matters.

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws,” provided, however, that with respect to the Trustee, “Privacy Laws” shall not include any laws other than laws of the United States that the Trustee is subject to in the ordinary course of its business) applies to obligations and activities under this Indenture. None of the parties shall take or direct any action that would contravene applicable Privacy Laws. The Issuer shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (i) to have a designated chief privacy officer; (ii) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (iii) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Issuer or the individual involved; (iv) not to sell or otherwise improperly disclose personal information to any third party; and (v) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

Section 14.18 Language of Indenture, Etc.

The parties hereby acknowledge that they have expressly required this Indenture and all amendments thereto to be drawn up in the English language only. Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language. Les parties reconnaissent avoir expressément demandé que la présente convention de même que tous amendments soient rédigés en anglais seulement.

Section 14.19 USA PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

[Signatures on following page]

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SIGNATURES

NORBORD INC.,

as Issuer

By:

Name:

Title:

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

By:

Name:

Title:

[NORBORD INC.

SIGNATURE PAGE TO INDENTURE]

EXHIBIT A

[Form of Face of Note]

[Insert the Canadian Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Legend, if applicable pursuant to the provisions of the Indenture]

A-1

[Rule 144A Note CUSIP:● ]

[Rule 144A Note ISIN:● ]

[Regulations S Note CUSIP: ● ]

[Regulation S Note ISIN:● ]

6.250% Senior Secured Notes due 2023

No.      $                

NORBORD INC.

promises to pay to                      or registered assigns, the principal sum of              Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Note] on April 15, 2023.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:                     

NORBORD INC., as Issuer

By:

Name:

Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

Computershare Trust Company, N.A., as Trustee

By:

Name:

Title:

A-4

[Back of Note]

6.250% Senior Secured Notes due 2023

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Norbord Inc., a corporation existing under the federal laws of Canada, (the “Issuer”), promises to pay interest on the principal amount of this Note at 6.250% per annum from April 16, 2015,¹ until the principal hereof is paid. The Issuer will pay interest semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be October 15, 2015.² The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law to the extent lawful) on overdue principal and premium, if any, from time to time on demand at the rate equal to the then applicable interest rate on the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Solely for the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year divided by 360.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the immediately preceding April 1 and October 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Paying Agent and Registrar maintained for such purpose within or without the City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register or by wire transfer to an account maintained by such Holder as specified on the Note Register, provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any, and interest on all Global Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Computershare Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any Guarantor or any of their respective Subsidiaries or Affiliates may act in any such capacity.

4. INDENTURE. The Issuer issued the Notes under an Indenture dated as of April 16, 2015 (the “Indenture”) among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited.

¹  With respect to Initial Notes issued on the Issue Date.

²  With respect to Initial Notes issued on the Issue Date.

A-5

5. OPTIONAL REDEMPTION.

At any time prior to April 15, 2018, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to, but excluding, the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes initially issued on the Issue Date under this Indenture remain outstanding immediately following such redemption; and (ii) any such redemption shall be made within 90 days of the date of the closing of any such Equity Offering.

At any time prior to January 15, 2023, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption.

The redemption price for Notes that are redeemed on or after January 15, 2023 will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. TAX REDEMPTION. The Issuer may redeem all, but not less than all, of the Notes at any time at 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest to the applicable redemption date, if the Issuer or any Guarantor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts or Reimbursement Payments as a result of any change in or amendment to the laws (including any rules or regulations promulgated thereunder or any treaties or rulings) of any Taxing Jurisdiction, or any change in or amendment to any official application, administration or interpretation of such laws, rules, regulations, treaties or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date of the Offering Memorandum (or, in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”).

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Notwithstanding the foregoing, no notice of any such redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts.

Prior to giving any notice of redemption of Notes pursuant to this paragraph, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or the applicable Guarantor is, has become or would become obligated to pay Additional Amounts as a result of such Change in Tax Law.

8. PURCHASE AT OPTION OF HOLDER; CHANGE OF CONTROL. Upon the occurrence of a Change of Control, unless the Issuer has exercised its right to redeem the Notes as described in paragraph 5 hereof, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to purchase all of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Change of Control Payment”). Within thirty (30) days following any Change of Control (or, at the Issuer’s option, prior to any Change of Control but after it is publicly announced), unless the Issuer has given notice to redeem under Section 3.07 or 3.08 of the Indenture, the Issuer shall mail or electronically deliver in accordance with the procedures of DTC a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to purchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures specified in Section 4.10 of the Indenture and described in such notice.

9. NOTICE OF REDEMPTION. Notice of redemption will be electronically delivered in accordance with the procedures of DTC or mailed by first class mail at least 30 days but not more than 60 days before a redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 12 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address at it appears in the Note Register. Notes in denominations larger than $1,000 may be redeemed in part but only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

Notice of any redemption, including, without limitation, upon an Equity Offering, may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

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10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note shall be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or compliance with any provision of the Indenture or the Notes may be waived (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents may be amended or supplemented as described in the Indenture, including to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to evidence the assumption by a Successor Person of the covenants and obligations of the Issuer or any Guarantor under the Indenture and the Notes then outstanding or the Noteholder Collateral Platform Guarantees; to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights under the Indenture of any such Holder; to add guarantees or security with respect to the Notes; to evidence and provide for the acceptance of appointment by a successor Trustee; to comply with the rules of any applicable Depositary; to conform the text of the Indenture or the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent such provision of the Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents was intended to conform to the text of such “Description of Notes” section; or provide for the issuance of Additional Notes in accordance with the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may by notice in writing to the Issuer declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it, in good faith, determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest, or the principal of, premium, if any, or interest on, the Notes (including in connection with a Change of Control Offer) or in

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respect of a covenant or provision of the Indenture which under Article 9 of the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.

16. CUSIP NUMBERS AND ISIN NUMBERS. The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Norbord Inc.

1 Toronto Street – Suite 600

Toronto, Ontario

Canada, M5C 2W4

Attention: Assistant Corporate Secretary

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature guarantee*:
*  Participant in a recognized signature guarantee medallion program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased pursuant to Section 4.10 of the Indenture, check the following box: ¨

If you want to elect to have only part of the Note purchased pursuant to Section 4.10 of the Indenture, state the amount you elect to have purchased: $        

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature guarantee*:
*  Participant in a recognized signature guarantee medallion program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE¹

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Note Custodian

¹  This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Norbord Inc.

1 Toronto Street – Suite 600

Toronto, Ontario

Canada, M5C 2W4

Attention: Assistant Corporate Secretary

Computershare Trust Company, N.A.

350 Indiana St., Suite 800

Golden, CO 80401

Attention: John M. Wahl

Re: 6.250% Senior Secured Notes due 2023

Reference is hereby made to the Indenture, dated as of April 16, 2015 (the “Indenture”), between Norbord Inc., a corporation existing under the federal laws of Canada, as issuer (the “Issuer”), and Computershare Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $         in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the Restricted Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. ¨ Check if Transferee will take delivery of a beneficial interest in a Regulation S Global Note or of a Regulation S Definitive Note.

(a) ¨ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act and the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting

B-1

on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the Securities Act, and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note (i) will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on the Restricted Definitive Notes and in the Indenture and (ii) will be subject to the restrictions on Transfer enumerated in the Regulation S Legend printed on the Regulation S Global Note and/or the Regulation S Definitive Note and in the Indenture and the Securities Act.

(b) ¨ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

By:

Name:

Title:

Dated:                     

Signature guarantee*:

* Participant in a recognized Signature guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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ANNEX A TO CERTIFICATE OF TRANSFER

3. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP                     ), or

(ii) ¨ Regulation S Global Note (CUSIP                     ), or

(b) ¨ a Restricted Definitive Note, or

(c) ¨ a Regulation S Definitive Note,

4. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP                     ), or

(ii) ¨ Regulation S Global Note (CUSIP                     ), or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ a Regulation S Definitive Note, in accordance with the terms of the Indenture.

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EX-99.45

Exhibit 99.45

EARLY WARNING REPORT

UNDER NATIONAL INSTRUMENT 62-103

1. Name and Address of Offeror:

Name:	Brookfield Asset Management Inc.
Address:	Brookfield Place, 181 Bay Street
	Suite 300, P.O. Box 762
	Toronto, ON
	M5J 2T3

2. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

Following completion of the acquisition by Norbord Inc. (“Norbord”) of all of the issued and outstanding common shares of Ainsworth Lumber Co Ltd. (the “Arrangement”) on March 31, 2015, the Offeror and Brookfield Capital Partners II (OSB) L.P., an affiliate of the Offeror, beneficially own, directly and indirectly, 45,407,241 common shares of Norbord (the “Norbord Shares”) representing approximately 53% of the issued and outstanding Norbord Shares.

This report is being filed to record the ownership of Norbord Shares by the Offeror and its affiliates following completion of the Arrangement.

3. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the reporting obligation:

See Item 2.

4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3, above, over which:

(a) the Offeror, either alone or together with any joint actors, has ownership and control;

See Item 2.

(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor; and

Not applicable.

(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place:

Not applicable.

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the reporting obligation:

Not applicable.

7. Purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

The Offeror and its affiliates hold the Norbord Shares for investment purposes. Subject to compliance with applicable securities laws, the Offeror or its affiliates may purchase additional securities of Norbord from time to time, or dispose of any securities of Norbord that the Offeror or its affiliates may own from time to time, in each case in the open market or in privately negotiated transactions with one or more persons.

8. General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

Not applicable.

2

9. Names of any joint actors in connection with the disclosure required herein:

Not applicable.

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the Offeror:

Not applicable.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities:

Not applicable.

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:

Not applicable

[Remainder of Page Intentionally Left Blank]

3

DATED: April 2, 2015

Brookfield Asset Management Inc.
	By:	/s/ “Joseph Freedman”
	Name:	Joseph Freedman
	Title:	Senior Managing Partner

4

EX-99.46

Exhibit 99.46

Cover

2014 Annual Report

IFC

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion. We employ approximately 1,900 people at 13 plant locations in the US, Europe and Canada.

Norbord is a publicly traded company listed on the Toronto Stock Exchange (TSX) under the symbol NBD.

North America

9 Mills

Norbord manufactures oriented strand board (OSB) for home construction, repair and remodelling and industrial use. One of the world’s largest OSB producers, Norbord owns nine OSB mills in North America (six in the Southern US, one in the US Midwest and two in Quebec, Canada). Norbord employs approximately 1,000 people in North America.

Europe

4 Mills

Norbord is the UK’s largest producer of wood-based panel products, and its European mills manufacture a range of OSB, medium density fibreboard (MDF) and particleboard products for the home construction, furniture and do-it-yourself markets. In Europe, the Company employs approximately 900 people and operates three mills in the UK and one in Belgium.

Contents

Financial Highlights	1
Letter to Shareholders	2
Management’s Discussion and Analysis	6
Consolidated Financial Statements	38
Selected Quarterly Information	62
Five-Year Historical Review	64
Principal Operating Interests	65
Glossary	66
Board of Directors	67
Senior Management	68
Corporate Information	Inside Back Cover

To Our Shareholders,

Our 2014 financial performance did not live up to our expectations. Still, I am excited by our strategic and operational accomplishments in the past year. We negotiated a transformational, growth-oriented merger with Ainsworth, a West Coast-based OSB producer with four high-quality, competitive mills. We also made significant continuous improvements in our own mills’ cost structure. Our efforts this year have set us up well to capture the benefits of the improving market environment we see ahead.

In 2014, Norbord delivered earnings of $0.48 per diluted share on adjusted EBITDA of $90 million. US housing continues to recover, although at a more gradual pace than most experts originally anticipated. This put pressure on North American panel demand and OSB prices, which in turn impacted our financial results. While this is disappointing, we have continued to see double-digit year-over-year growth in our sales to home improvement centre and industrial customers, which has partially offset the slower-than-expected housing recovery.

We made considerable progress this year improving the efficiency of our operations. Six of our mills set annual production records in 2014, including all of our European panel mills. Our operations also delivered $24 million of Margin Improvement Program, or MIP, gains this year, reflecting the ongoing company-wide effort to reduce manufacturing costs and increase productivity. Our strong operational performance demonstrates that we are “in control of our controllables” at Norbord. We will continue to push hard for MIP each and every year as it remains our primary tool to offset input cost inflation.

I have always believed that safety goes hand in hand with operating performance. Our safety record continued to improve in 2014 with a best-ever Occupational Safety and Health Administration (OSHA) recordable incident rate of 0.69. Four mills – Genk, Inverness, South Molton and Nacogdoches – completed the year injury-free. In addition, Norbord received the 2013 APA – The Engineered Wood Association award for being the safest company in our industry. I want to thank all our employees for their commitment to continually raising the bar on safety performance.

Margin improvements were complemented by a number of investments made over the past two years that are delivering tangible results. Last year, we completely rebuilt the wood-handling end of our Joanna, South Carolina plant to debottleneck the continuous press and allow us to run at higher line speeds. We had a unique opportunity at this mill to make a step change in capacity that positions us well to serve the growing mid-Atlantic region. We also implemented fines screening technology at four more mills, which positively impacts our manufacturing costs by lowering our wood and resin use.

THE AINSWORTH MERGER

In addition to our operational achievements, the big story of the year is our pending merger with Ainsworth. This transaction adds a new dimension to our growth story and will make us one of the largest and lowest-cost OSB producers in the world. Combining our two companies brings together Norbord’s manufacturing cost leadership with Ainsworth’s product development innovation. It will also allow us to better serve customers across North America and gain access to growing Asian markets.

We are pleased that shareholders have recently voted overwhelmingly in support of the merger. We continue to work proactively with the regulatory authorities to expedite their review of this combination and expect to be able to close the transaction at the end of the first quarter.

WHAT TO EXPECT IN 2015

Market Outlook

We remain optimistic about the unfolding housing recoveries in all our core markets in North America and Europe.

US housing economists forecast 2015 starts in the 1.15 million range, a 15% improvement over last year. This reflects expectations that new home construction will grow at a more gradual pace than in previous cyclical recoveries as builders struggle with labour and lot availability. The US economy appears poised for more impressive growth this year, which should spur household formations, the biggest driver of new home demand. Customer feedback suggests the North American OSB supply chain is lean, which should support improving demand in the near term as we head into the spring building season. The recent plunge in oil prices is also providing some cost relief as the resins which account for one-quarter of our cash manufacturing costs are becoming less expensive each month.

In our European panel business, we also see positive trends in spite of the re-emergence of negative headlines in parts of the Eurozone. Our core markets (the UK, Germany and BeNeLux) all saw improving OSB demand in 2014. OSB represents less than 40% of structural panel demand in Europe today and the rate of substitution has recently accelerated. The long-term market fundamentals for OSB in Europe remain favourable, and we have advanced our plans to expand capacity at both our Belgian and Scottish OSB mills to keep pace with this growing demand.

Capital Allocation

After two years of significant capital reinvestment, we are pulling back our planned 2015 capital expenditures to about $50 million as our management team focuses on the integration with Ainsworth. Our capital program primarily involves the ongoing roll out of fines screening technology as well as several productivity improvement investments, all as part of our multi-year strategy to debottleneck and lower manufacturing costs across our mills. The rebuild of the Huguley, Alabama mill also continues, but at a slow pace given the more gradual recovery in US housing.

In our press release dated January 28, 2015, you will see that the Board has set the current dividend payout to CAD $0.25 per share for the first quarter of 2015. Our variable dividend policy allows Norbord to balance compelling investment opportunities in our business with our continuing commitment to returning cash to shareholders. It is the Board’s intention to maintain this policy following the close of the Ainsworth merger.

MOVING FORWARD AS A GLOBAL OSB LEADER

Heading into 2015, our mills are lower cost and more productive – and we expect our ongoing progress in these areas to pay off as market conditions improve.

Our top priority this year will be to complete the merger with Ainsworth. We have great respect for Ainsworth, its people and its mills and are eager to begin working together with our new colleagues to quickly and seamlessly integrate the two businesses and deliver substantial synergies for all shareholders.

We look forward to the coming year as one of continued progress and opportunity for our shareholders, customers and employees. On behalf of Norbord, I thank you for your vote of confidence as we build the world’s leading OSB company.

Peter Wijnbergen

President and Chief Executive Officer

JANUARY 27, 2015

Management’s Discussion and Analysis

INTRODUCTION

This Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during 2014 relative to 2013. The information in this section should be read in conjunction with the audited financial statements.

In this MD&A, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc. or any of its consolidated subsidiaries and affiliates, a related party by virtue of a controlling equity interest in the Company.

Additional information on Norbord, including documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

To enhance shareholders’ understanding, certain five-year historical financial and statistical information is presented. Norbord’s significant accounting policies and other financial disclosures are contained in the audited financial statements and accompanying notes, which follow this MD&A. All financial references in the MD&A are stated in US dollars unless otherwise noted.

Earnings before finance costs, income taxes, depreciation and other unusual or non-recurring items (adjusted EBITDA), EBITDA margin, operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), cash provided by (used for) operating activities per share, total shareholder return, net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate or meaningful, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

BUSINESS OVERVIEW

Norbord is an international producer of wood-based panels with 13 plant locations in the United States (US), Europe and Canada.

Norbord is one of the world’s largest producers of oriented strand board (OSB) with an annual capacity of 5.1 billion square feet (Bsf) (3/8-inch basis). The core assets of Norbord’s OSB business are located in the South East region of the US. The Company is also a significant producer of wood-based panels in the United Kingdom (UK). Wood fibre is purchased from third parties which include private landowners and government-owned and -managed timberlands. Norbord employed approximately 1,900 people at December 31, 2014.

Operations include 11 OSB mills, two particleboard mills, one medium density fibreboard (MDF) mill and one furniture plant. The Company reports all operations as a single operating segment – wood-based panels.

PENDING MERGER WITH AINSWORTH LUMBER CO. LTD.

On December 8, 2014, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they had entered into an arrangement agreement under which the Company and Ainsworth will merge to create a leading global wood products company focused on OSB across North America, Europe and Asia. Under the terms of the transaction, the Company has agreed to acquire all of the outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including approval of the plan of arrangement by the Supreme Court of British Columbia. In addition, while the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the HSR Act) or the Canadian Competition Act, the U.S. Department of Justice (DOJ) has requested information about the transaction and the companies, as it is entitled to do. The Company and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Norbord and Ainsworth are confident this review will have a satisfactory outcome and that it will not impact the companies’ ability to close the transaction by the end of the first quarter of 2015. Further information on the transaction and its expected effects on the Company can be found in the joint management information circular dated as of December 18, 2014.

Brookfield and its affiliated entities, which control approximately 52% and 55% of the outstanding common shares of the Company and Ainsworth, respectively, will control approximately 53% of the outstanding common shares of the combined company upon closing. Based on the number of Ainsworth common shares outstanding as at December 8, 2014 (the date of the arrangement agreement), approximately 31.8 million Norbord common shares will be issued to Ainsworth shareholders on closing.

STRATEGY

Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America and Europe. Norbord’s financial goal is to achieve top-quartile ROCE among North American forest products companies over the business cycle. Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions). In this regard, Norbord accomplished the following in 2014:

Financial Goal		2014 Accomplishments
1.	Generate cash.	•	Achieved adjusted EBITDA of $90 million and ROCE of 10%.
		•	Generated $24 million of Margin Improvement Program (MIP) gains across the Company.
		•	Increased European particleboard and MDF panel shipment volume by 7% and 5% respectively, benefiting from higher prices and richer product mix.
		•	Continued to manage operating working capital at minimal levels.
2.	Protect the balance sheet.	•	Ended the year with unutilized liquidity of $367 million (including $25 million in cash and cash equivalents), net debt to capitalization on a book basis of 51% and tangible net worth of $404 million.

The table below summarizes the six key components of Norbord’s business strategy and the Company’s 2014 performance in each area:

Strategic Priority		2014 Performance
1.	Develop a world-class safety culture.	•	Achieved best-ever safety performance with an Occupational Safety and Health Administration (OSHA) recordable rate of 0.69.
		•	Completed OSHA recordable injury-free year at four mills (Genk, Belgium; Inverness, Scotland; South Molton, England; and Nacogdoches, Texas).
		•	Four mills reached greater than one million hours without a lost-time injury. South Molton, England mill reached one million hours without a recordable incident.
		•	Received 2013 Safest Company Award from APA – The Engineered Wood Association.
2.	Pursue growth in OSB.	•	Increased production volume at North American and European panel mills by 6% over 2013.
		•	Set annual production records at six of 11 operating mills: Bemidji, Minnesota; Joanna, South Carolina; La Sarre, Quebec; Genk, Belgium; Cowie and Inverness, Scotland mills.
		•	Agreed to merger with Ainsworth to create a leading global wood products company focused on OSB across North America, Europe and Asia, with total OSB capacity of approximately 7.7 Bsf (3/8-inch basis).
		•	Progressed planning for potential European OSB capacity expansion.
3.	Own high-quality assets with low-cost positions.	•	Completed second year of capital reinvestment strategy, focused on improving productivity and reducing manufacturing costs. Key projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the fines screening project at the Cordele, Georgia mill, and the dryer upgrade at the Cowie, Scotland particleboard mill.
		•	Continued preliminary work to rebuild the press line and prepare the Huguley, Alabama mill for a future restart.
4.	Maintain a margin-focused operating culture.	•	Generated $24 million in MIP gains across the Company from improved productivity, lower raw material usages, a richer value-added product mix and reduced labour costs. Paybacks on recent capital investments also contributed to MIP this year.
5.	Focus on growth customers.	•	Increased shipments of North American value-added products by 8%.
		•	Increased OSB shipments to key UK and German customers by 11%.
6.	Allocate capital with discipline.	•	Invested $77 million in capital projects to enhance the Company’s earnings potential.
		•	Declared quarterly dividends of CAD $0.60 per share totalling $116 million in 2014 under the Company’s variable dividend policy.
		•	Announced reset of dividend to CAD $0.25 per share starting in the first quarter of 2015 to take into account growth and other capital investment opportunities, and to maintain flexibility in the Company’s capital structure.

SUMMARY

(US $ millions, except per share information, unless otherwise noted)	2014			2013			2012¹			2011			2010
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		10	%		35	%		23	%		5	%		12	%
Return on equity (ROE)		6	%		35	%		21	%		(3	)%		4	%
Cash provided by (used for) operating activities		29			244			136			(13	)		127
Cash provided by (used for) operating activities per share		0.54			4.78			3.12			(0.30	)		2.93
SALES AND EARNINGS
Sales²		1,198			1,343			1,149			965			962
Adjusted EBITDA		90			287			188			45			107
Earnings		26			149			71			(11	)		13
PER COMMON SHARE
Basic earnings		0.49			2.92			1.63			(0.25	)		0.30
Diluted earnings		0.48			2.79			1.56			(0.25	)		0.29
Dividends paid		2.15			1.78			—			—			—
Total assets		1,104			1,262			1,123			1,070			1,118
Long-term debt		434			433			433			438			443
Net debt for financial covenant purposes³		418			251			315			360			337
Net debt to capitalization, market basis³		26	%		14	%		32	%		42	%		35	%
Net debt to capitalization, book basis³		51	%		34	%		43	%		51	%		49	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		3,511			3,339			3,111			2,885			2,989
Europe		1,663			1,567			1,574			1,547			1,405
Indicative average OSB price
North Central ($/Msf–7/16”)		218			315			271			186			219
South East ($/Msf–7/16”)		188			277			241			169			198
Europe (€/m3)4		262			273			260			264			244

¹  Figures have been restated for the adoption of the amendments to International Accounting Standard (IAS) 19.

²  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

³  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

⁴  European indicative average OSB price represents the gross delivered price to the largest Continental market.

North American OSB demand continues to improve, driven by a gradual rebound in new home construction and strong growth in repair-and-remodel and industrial uses. US housing starts came in at 1.01 million in 2014, up 9% compared to 2013, with single-family starts 5% higher. Supply outstripped demand, however, as production from six restarted OSB mills continued to ramp up. As a result, the North American North Central OSB benchmark price averaged $218 per thousand square feet (Msf) (7/16-inch basis) in 2014, down 31% over 2013, while the South East OSB benchmark price averaged $188 per Msf, down 32% over 2013. Norbord produced 6% more OSB in North America to meet improving customer demand, representing approximately 80% of stated capacity in 2014 compared to 75% in 2013. Norbord’s European panel business continued to generate strong financial results, despite increasingly negative headlines from the Eurozone, as demand in the Company’s core markets remains strong.

Against this market backdrop, Norbord generated adjusted EBITDA of $90 million in 2014 versus $287 million in 2013. Significantly lower North American OSB prices and higher key input prices were the primary drivers of the year-over-year adjusted EBITDA decrease in 2014. However, on the controllable side of the business, Norbord generated $24 million of Margin Improvement Program (MIP) gains in 2014, measured relative to 2013 at constant prices and exchange rates, primarily from lower raw material input usages and higher productivity. Earnings were $26 million ($0.49 per basic share; $0.48 per diluted share)

versus $149 million ($2.92 per basic share; $2.79 per diluted share) in 2013. Pre-tax ROCE averaged 10% compared to 35% in the prior year. ROCE is a non-IFRS measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it interprets ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management (see Non-IFRS Financial Measures section). Norbord has generated an average annual ROCE of 17% over the past five years.

Norbord is well positioned to benefit from the US housing market recovery, and growing demand in the Company’s core European markets in the years ahead.

OUTLOOK FOR 2015

Industry experts are forecasting US housing starts in the range of 1.11 million to 1.21 million in 2015, which would represent an increase of 10% to 20% over 2014. In addition, Norbord expects continued solid growth in repair-and-remodel and industrial demand in 2015. There are no indications of any new industry capacity restarting in 2015, and this should drive higher demand-to-capacity ratios in the coming year. Norbord’s Huguley, Alabama mill will remain on a slow rebuild pace until it is sufficiently clear that customers require more product.

Norbord’s European operations are expected to deliver strong results again in 2015 as the Company’s core panel markets (UK, Germany and BeNeLux) continue to grow. UK housing starts were up 17% in 2014 and industry experts are forecasting an increase of 6% for 2015. The Ukrainian crisis continues to put pressure on OSB prices as eastern European producers redirect supply towards Central Europe. While this is expected to persist for the foreseeable future, it should further accelerate OSB substitution against plywood. Norbord expects to continue to run all panel mills at capacity, and achieve further productivity gains in 2015.

On the input cost side, the recent plunge in oil prices is reversing a decade-long upward trend in resin prices. While this should provide a meaningful tailwind, Norbord will continue to pursue aggressive MIP initiatives to reduce raw material usages and improve productivity to offset inflation and other uncontrollables in its manufacturing cost structure.

Norbord is planning to make capital investments of $50 million in 2015 which includes key strategic capital projects focused on reducing manufacturing costs and increasing productivity across the Company’s mills.

Norbord has strong financial liquidity and no debt maturities until 2017. Combined with the Company’s competitive cost position, diversified sales strategy and solid customer partnerships, Norbord is well positioned for the continuing recovery in housing markets and will benefit from stronger OSB demand in the years ahead.

RESULTS OF OPERATIONS

(US $ millions, unless otherwise noted)	2014			2013			2012			2011			2010
Sales1		1,198			1,343			1,149			965			962
Adjusted EBITDA		90			287			188			45			107
Adjusted EBITDA margin		8	%		21	%		16	%		5	%		11	%
Depreciation		60			56			53			51			51
Investment in property, plant and equipment		78			83			26			25			16
Shipments (MMsf–3/8”)		5,174			4,906			4,685			4,432			4,394
Indicative average OSB price
North Central ($/Msf–7/16”)		218			315			271			186			219
South East ($/Msf–7/16”)		188			277			241			169			198
Europe (€/m3)2		262			273			260			264			244

¹  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

²  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Markets

North America is the principal market destination for Norbord’s products. North American OSB comprised approximately 68% of Norbord’s panel shipments by volume. Therefore, results of operations are most affected by volatility in North American OSB prices and demand. Europe comprised approximately 32% of total shipments by volume. European panel prices are less volatile than North American prices and therefore, affect Norbord’s results to a lesser degree.

Shipments

MMsf–3/8”	2014		2013		2012		2011		2010
North America		3,511		3,339		3,111		2,885		2,989
Europe		1,663		1,567		1,574		1,547		1,405
Total		5,174		4,906		4,685		4,432		4,394

North America

North American OSB demand continued to improve as the US housing recovery gained further traction in 2014, albeit at a more gradual pace than originally expected. Supply outstripped demand, as production from six restarted OSB mills continued to ramp up. As a result, North Central benchmark OSB prices traded in a tight range for most of 2014 – from a high of $235 per Msf (7/16-inch basis) in May, decreasing to the $220 range during the fall before finishing the year at $205 per Msf. The North Central benchmark price averaged $218 per Msf in 2014 compared to $315 per Msf in 2013, a 31% decrease. In the South East region, where approximately 55% of Norbord’s North American OSB capacity is located, prices averaged $188 per Msf, compared to $277 per Msf in the prior year. The regional price spread was wider than the historical average at various points throughout the year reflecting both the impact of OSB industry restart activity in the South East and the comparatively slower pace of the housing recovery in that region.

According to APA – The Engineered Wood Association (APA), new home construction is still the primary end use for the OSB industry in North America, accounting for approximately 50% of OSB demand in 2014. US housing starts were approximately 1.01 million in 2014, up 9% from 0.93 million in 2013, and permits were also 4% higher. Single-family starts (which use approximately three times more OSB than multifamily) increased by 5%. Despite the significant rebound in new home construction since 2009, US housing starts remain well below the long-term annual average of 1.5 million. For context, 100,000 housing starts consume approximately 1 Bsf (3/8-inch basis) of OSB.

Norbord’s North American OSB shipment volume increased by 5% in 2014. Approximately half of Norbord’s OSB sales volume went to the new home construction sector in 2014, in line with the previous year. The other half went into repair-and-remodelling, light commercial construction and industrial applications. Management

believes that this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. Management expects the Company’s sales volume to the new home construction sector will continue to grow as US housing recovers to more normal levels.

According to the APA, North American OSB demand increased by 6% in 2014 to approximately 19.9 Bsf (3/8-inch basis), representing 65% of total North American OSB and plywood structural panel demand and 71% of industry OSB installed production capacity (81% of industry operating capacity). Norbord’s North American OSB mills produced at approximately 80% of total capacity in 2014 (100% of operating capacity), up from 75% in 2013.

Europe

Norbord’s core European panel markets in the UK, Germany and BeNeLux all saw demand growth in 2014, despite the increasingly negative economic news coming from the Eurozone. The UK, where three out of Norbord’s four European mills are located, led the recovery with unemployment falling below 6%, GDP growth of over 2% and housing starts increased by 17% compared to the prior year, supported by first time homebuyer incentives and improved consumer confidence. In Germany, Norbord’s largest Continental European market, housing starts increased by 5%, representing the sixth consecutive year of growth. In this improving environment, Norbord’s European mills produced at approximately 105% of capacity in 2014 compared to 100% in 2013.

Year-over-year, particleboard prices increased 7% while MDF prices, which are less directly impacted by the recovering housing sector, improved 2%. OSB prices, however, decreased 6% as eastern European supply was redirected toward the west due to the ongoing conflict in the Ukraine.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK, slowed the flow of Continental European imports and supported Norbord’s export program into the Continent. The Pound Sterling traded between 1.19 and 1.29 against the Euro during 2014, a range that continued to benefit Norbord.

Sales¹

(US $ millions)	2014		2013		2012		2011		2010
North America	$	688	$	879	$	701	$	507	$	586
Europe		510		464		448		458		376
Total	$	1,198	$	1,343	$	1,149	$	965	$	962

¹  Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

Total sales decreased by $145 million or 11% in 2014. In North America, sales decreased by 22% due to significantly lower OSB prices, which were partially offset by a 5% increase in shipment volumes. Average North Central and South East OSB benchmark prices decreased by $97 per Msf and $89, respectively, in 2014, which is a decrease of 31% and 32%, respectively, compared to 2013. In Europe, sales increased by 10% due to higher particleboard and MDF prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by lower OSB prices.

Production

(MMsf–3/8”)	2014		2013		2012		2011		2010
North America		3,521		3,316		3,123		2,864		2,993
Europe		1,690		1,610		1,576		1,537		1,437
Total		5,211		4,926		4,699		4,401		4,430

Total production volume increased by 6% or 285 million square feet (MMsf) (3/8-inch basis). The Company ran more of its North American capacity to meet increased OSB demand and its European panel mills continued to run on full production schedules.

North America

North American production volume increased by 6% or 205 MMsf (3/8-inch basis) in 2014 due to production efficiencies from the Company’s operating mills and additional volume from the Jefferson, Texas mill which was restarted in July 2013, partially offset by reduced production schedules. Annual production records were achieved at the mills in Bemidji, Minnesota; Joanna, South Carolina; and La Sarre, Quebec.

Production has remained indefinitely suspended at the Huguley, Alabama mill since the first quarter of 2009, and at the Val-d’Or, Quebec mill since the third quarter of 2012. Norbord does not currently expect to restart its curtailed mill in Val-d’Or, Quebec in 2015, but will continue to monitor market conditions. As previously announced, Norbord continues to rebuild the press line at the curtailed Huguley, Alabama mill to prepare it for future restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. These two mills represent 19% of Norbord’s annual estimated capacity in North America.

Excluding the indefinitely curtailed mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord’s operating mills produced at approximately 100% of their stated capacity in 2014. This compares to 95% in 2013. Including the indefinitely curtailed mills, Norbord’s mills produced at approximately 80% of stated capacity in 2014, compared to 75% in 2013.

Effective at December 31, 2014, Norbord’s stated annual North American OSB capacity was increased by 150 MMsf (3/8-inch basis), reflecting a significant capital investment to rebuild the wood-handling end at the Joanna, South Carolina mill.

Europe

European production volume increased by 5% or 80 MMsf (3/8-inch basis). Annual production records were achieved at the two OSB mills in Inverness, Scotland and Genk, Belgium, and at both the particleboard and MDF lines in Cowie, Scotland. All of Norbord’s panel mills ran on full production schedules in 2014 excluding maintenance and holiday shutdowns. The Company’s mills produced at approximately 105% of capacity in 2014, compared to 100% in 2013.

Effective at December 31, 2014, Norbord’s stated annual European panel capacity was increased by a total of 170 MMsf (3/8-inch basis), reflecting recent capital investments and improved operating efficiencies at mills in Cowie, Scotland (particleboard line); Genk, Belgium (OSB); and Inverness, Scotland (OSB).

Operating Results

Adjusted EBITDA (US $ millions)	2014			2013
North America	$	54		$	255
Europe		47			46
Unallocated		(11	)		(14	)
Total	$	90		$	287

Norbord generated adjusted EBITDA of $90 million in 2014, compared to $287 million in 2013. North American OSB generated adjusted EBITDA of $54 million, compared to $255 million in the prior year, a year-over-year decline of $201 million. Norbord’s European panel operations generated adjusted EBITDA of $47 million, a year-over-year improvement of $1 million. Unallocated costs were $3 million lower in 2014 mainly due to lower incentive compensation in 2014, and the foreign exchange translation impact of a weaker Canadian dollar.

North America

Norbord’s North American adjusted EBITDA decreased by $201 million primarily driven by significantly lower OSB prices and higher raw material prices. This was partially offset by higher shipment volume, lower raw material usages driven by MIP initiatives, lower mill profit share costs attributed to the lower results and the foreign exchange translation impact of a weaker Canadian dollar. Average North Central and South East OSB benchmark prices per Msf decreased by $97 and $89, respectively, which is a decrease of 31% and 32%, respectively, compared to 2013. On the cost side, higher raw material prices negatively impacted operating costs as fibre and resin prices increased year-over-year.

Europe

Norbord’s European operations delivered another strong year, benefiting from the improving trends in the Company’s core UK and German housing markets. The adjusted EBITDA improvement of $1 million in 2014 was primarily driven by higher average MDF and particleboard prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by the impact of lower OSB prices, and higher labour, supplies and maintenance costs. European panel prices increased by 7% and 2% for particleboard and MDF, respectively, while OSB decreased by 6%.

Adjusted EBITDA Variance

The components of the adjusted EBITDA change are summarized in the variance table below:

(US $ millions)	2014 vs. 2013
Adjusted EBITDA – current period	$	90
Adjusted EBITDA – comparative period		287
Variance		(197	)
Mill nets1		(223	)
Volume2		19
Key input prices3		(11	)
Key input usage3		10
Mill profit share and bonus		11
Maintenance and other4		(3	)
Total	$	(197	)

¹  The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

²  The volume variance represents the impact of shipment volume changes across all products.

³  The key inputs include fibre, resin, wax and energy.

⁴  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

On the sales side, housing market activity, particularly in the US, influences OSB demand and pricing. Fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In North America, sales decreased by 22% primarily due to significantly lower OSB prices partially offset by higher shipment volumes. In Europe, sales increased by 10% due to higher particleboard and MDF prices, higher shipment volumes, and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, offset partially by lower OSB prices.

On the cost side, fluctuations in uncontrollable raw material prices significantly impact operating costs. For the fifth consecutive year, key raw material prices increased, particularly in North America.

Fibre prices increased in both North America and Europe in 2014 due to competition and logging capacity constraints which are putting pressure on timber harvesting in certain areas. Norbord does not own any timberlands; therefore, it purchases timber and wood chips as well as wood recycled materials on the open market in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control.

Resin and wax prices, which are indexed to widely-used industrial chemicals derived from oil and gas products, also rose in North America in 2014. Benzene and phenol (key resin feedstock) hit record highs in the third quarter, but have since been trending down as a result of plunging oil prices. In Europe, resin prices decreased mainly due to the impact of a stronger Pound Sterling.

The prices of fibre, resin, wax and energy, which account for approximately 65% of Norbord’s cash production costs, have risen in the past three years, particularly in 2013 where key input prices increased by $28 million relative to 2012 as the broader economic recovery gained traction. MIP gains of $24 million in 2014 measured relative to 2013 at constant prices and exchange rates, mitigated the impact of higher raw material prices on Norbord’s earnings in 2014. Contributions to MIP included improved productivity, raw material usage reduction initiatives, a richer value-added product mix, and labour cost reductions. Paybacks on the Company’s investments in fines screening technology and the rebuild of the wood-handling end at the Joanna, South Carolina mill also contributed to the 2014 MIP gains.

In 2014, Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased 1% over the prior year driven by increased production volume and lower raw material usages, partially offset by higher raw material prices. Excluding the impact of higher raw material prices, production costs per unit decreased by 3%.

FINANCE COSTS, COSTS ON EARLY DEBT EXTINGUISHMENT, DEPRECIATION AND INCOME TAX

(US $ millions)	2014			2013			20121			2011			2010
Finance costs	$	(30	)	$	(37	)	$	(37	)	$	(33	)	$	(34	)
Costs on early debt extinguishment		—			(20	)		—			—			—
Depreciation		(60	)		(56	)		(53	)		(51	)		(51	)
Income tax recovery (expense)		31			(25	)		(27	)		28			(1	)

¹  Figures have been restated for the adoption of the amendments to IAS 19.

Finance Costs

Finance costs in 2014 declined compared to 2013 due to the lower interest rate on the senior secured notes. In November 2013, the Company issued $240 million in senior secured notes with an interest rate of 5.375%. These funds were used to early redeem the then existing $240 million in senior notes with an interest rate of 6.25%. In addition, $1 million of interest costs were capitalized on qualifying assets.

The effective interest rate on Norbord’s debt-related obligations was 6.4% as at both December 31, 2014, and December 31, 2013. None of Norbord’s net debt was subject to floating interest rates as at both December 31, 2014, and from December 31, 2013.

Costs on Early Debt Extinguishment

In 2013, the Company redeemed its outstanding $240 million 6.25% senior notes due in 2015. The costs incurred on early extinguishment were $20 million (see Liquidity and Capital Resources section).

Depreciation

Depreciation expense in 2014 was $4 million higher compared to 2013 due to higher production volumes as the Company uses the units-of-production method.

Income Tax

A tax recovery of $31 million was recorded in 2014 on the pre-tax loss of $5 million. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries. In 2014, a non-recurring income tax recovery of $12 million ($0.22 per basic and diluted share) was recorded which is comprised of: (i) the recognition and utilization of certain tax attributes that offset taxes previously expensed; and (ii) the recognition of a previously unrecognized deferred tax asset.

A tax expense of $25 million was recorded in 2013 on pre-tax income of $174 million. The effective tax rate of 14% is lower than the Canadian statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries. In 2013, non-recurring income tax recoveries of $18 million ($0.35 per basic share; $0.34 per diluted share) were recorded which included: (i) the recognition and utilization of certain tax attributes that offset taxes previously expensed; (ii) a reduction in substantively enacted tax rates in the UK; and (iii) the recognition of a non-recurring deferred tax asset.

In 2014 and 2010, the Company received net cash tax refunds of $3 million and $52 million, respectively, related to losses carried back and over instalments. In 2013, 2012 and 2011, the Company paid net cash taxes of $10 million, $nil and $1 million, respectively, related to instalments.

At December 31, 2014, the Company had tax operating loss carryforwards of approximately €34 million from operations in Belgium. These losses can be carried forward indefinitely to offset future taxable income in Belgium. The Company also has tax operating loss carryforwards of CAD $108 million and US $133 million from operations in Canada and the US, respectively, which expire between 2026 and 2034. In addition, the Company has capital losses of CAD $226 million which can be carried forward indefinitely. The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and will protect future cash flows. Certain deferred tax assets in respect of tax losses and other attributes have been recognized and included in deferred income taxes in the consolidated financial statements. The Company reviews its deferred income tax assets at each balance date and reduces the amount recognized to the extent, in the judgement of management, it is not probable to be realized.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	2014			2013			2012			2011			2010
Cash provided by (used for) operating activities	$	29		$	244		$	136		$	(13	)	$	127
Cash provided by (used for) operating activities per share		0.54			4.78			3.12			(0.30	)		2.93
Operating working capital		65			44			50			28			10
Total working capital		94			248			178			116			127
Investment in property, plant and equipment		78			83			26			25			16
Net debt to capitalization, market basis1		26	%		14	%		32	%		42	%		35	%
Net debt to capitalization, book basis1		51	%		34	%		43	%		51	%		49	%

¹  2010 has not been restated for IFRS and shows the originally disclosed ratios under Canadian GAAP.

At year-end, the Company had unutilized liquidity of $367 million, comprising $25 million in cash and cash equivalents, $242 million in revolving bank lines and $100 million undrawn under its accounts receivable securitization program. Norbord has no investments in, or other direct exposure to, US sub-prime mortgages, US auction rate securities or Canadian asset-backed commercial paper.

The Company’s outstanding long-term debt has a weighted average term of 4.2 years. Norbord’s net debt for financial covenant purposes was $418 million at December 31, 2014, which includes long-term debt of $440 million less cash and cash equivalents of $25 million plus letters of credit of $3 million.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due in 2017 bear an interest rate that varies with the Company’s credit ratings. In June 2012, Moody’s Investors Service upgraded the ratings on the Company’s senior secured debt from Ba3 to Ba2 and accordingly, the interest rate on the 2017 notes decreased by 0.25% from 7.95% to 7.70% effective February 15, 2012.

Senior Secured Notes Due 2020

In November 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and committed revolving bank lines. In December 2013, the Company used the proceeds to early redeem the then existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015. As a result, a premium of $17 million (pre-tax) was paid for the early extinguishment and a $3 million write-off of unamortized debt issue costs was recorded.

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which matures in May 2016 and bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017 and 2020 senior secured notes.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. As a result of the bank line renewal completed in 2010, the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, other comprehensive income movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible net worth was $404 million for financial covenant purposes, and net debt for financial covenant purposes was $418 million. Net debt to total capitalization, book basis, was 51%.

Debt Issue Costs

In 2013, debt issue costs of $6 million were incurred on the issuance of the 2020 senior notes and the renewal of the revolving bank lines. Amortization expense related to debt issue costs for 2014 was $1 million (2013 – $3 million).

Accounts Receivable Securitization

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $102 million (December 31, 2013 – $113 million) in accounts receivable and the Company did not have any drawings (December 31, 2013 – $nil) relating to this program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings fluctuates with the level of accounts receivable transferred, timing of cash settlements and the Company’s cash

requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes. The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as interest expense.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at January 27, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, increased by $21 million during the year to $65 million at year-end, compared to $44 million at December 31, 2013. The year-over-year increase was primarily due to lower accounts payable and higher inventory partially offset by lower accounts receivables. Lower accounts payable was primarily attributed to lower mill profit share accruals and the timing of payments. Higher inventory was primarily attributed to higher supplies inventory on hand attributed to capital projects. Lower accounts receivables were primarily attributable to lower European trade receivables due to the foreign exchange translation impact of a weaker Pound Sterling versus the US dollar at year-end. The Company aims to minimize the amount of capital held as operating working capital and continued to manage it at minimal levels throughout the year.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable, was $94 million as at December 31, 2014, compared to $248 million in the prior year. The decrease is primarily attributed to the lower cash balance.

Operating activities generated $29 million of cash or $0.54 per share in 2014, compared to $244 million or $4.78 per share in 2013. In 2014, lower adjusted EBITDA was the primary driver of the declining cash generation.

The Company did not have any net investment hedges in 2014 or 2013.

The following table summarizes the aggregate amount of future cash outflows for contractual obligations:

	Payments Due by Period
(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt, including interest	$	29	$	29	$	221	$	13	$	13	$	253	$	558
Purchase obligations		56		54		40		16		—		—		166
Operating leases		4		3		2		—		—		—		9
Total	$	89	$	86	$	263	$	29	$	13	$	253	$	733

Note: The above table does not include pension and post-employment benefits plan obligations, which are discussed in the Risks and Uncertainties – Defined Benefit Pension Plan Funding section.

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

(US $ millions)	2014		2013		2012		2011		2010
Increased productivity	$	53	$	48	$	17	$	15	$	7
Environmental, health & safety		6		10		3		2		4
Maintenance of business		19		25		6		8		5
Total	$	78	$	83	$	26	$	25	$	16

Due to market conditions, investment in property, plant and equipment was constrained to essential projects from 2008 to 2012. Investment in property, plant and equipment increased in 2013 and 2014 to total $161 million as part of the Company’s capital reinvestment strategy. The 2013 investment in property, plant and equipment of $83 million included the capital costs related to the preparation of the Jefferson, Texas mill

for restart as well as key strategic capital projects to improve production efficiency and reduce manufacturing costs across the Company’s mills. Investment in property, plant and equipment in 2014 was $78 million (which includes $1 million of capitalized interest cost), representing approximately 130% of depreciation. Key 2014 projects included the rebuild of the wood-handling end at the Joanna, South Carolina mill, the dryer upgrade at the Cowie, Scotland particleboard mill and the fines screening project at the Cordele, Georgia mill. Also included was approximately $6 million for preliminary work to rebuild the press line at the curtailed Huguley, Alabama mill. Further investment to prepare this mill for restart was deferred to 2015 and beyond.

Norbord’s 2015 investment in property, plant and equipment is expected to be $50 million. The plan includes further debottlenecking and cost reduction projects under the Company’s multi-year capital reinvestment strategy, including three fines screening projects. These investments will be funded with cash on hand, cash generated from operations and, if necessary, drawings under the Company’s committed revolving bank lines or accounts receivable securitization program.

CAPITALIZATION

Common Share Information

At December 31	2014		2013		2012		2011		2010
Shares outstanding (millions)		53.5		53.4		44.0		43.6		43.5
Dividends (US $ millions)	$	116	$	91	$	—	$	—	$	—
Market price at year-end (CAD $)	$	25.83	$	33.86	$	30.19	$	8.10	$	14.64

At January 27, 2015, there were 53.5 million common shares outstanding. The average daily volume traded during 2014 was approximately 201,000 shares, compared to approximately 218,000 shares in 2013.

In March 2014, Norbord renewed its normal course issuer bid in accordance with Toronto Stock Exchange (TSX) rules. Under the bid, the Company may purchase up to 2,670,496 of its common shares, which represented approximately 5% of the 53.4 million issued and outstanding common shares as at February 24, 2014. Purchases under the bid will terminate on the earlier of March 5, 2015, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX, or the date Norbord provides notice of termination of the bid. No share purchases were made under this bid or the Company’s previous bid that expired on February 4, 2014.

Amendment to Warrant Indenture

As at December 31, 2012, the Company had 135.2 million common share purchase warrants outstanding, entitling holders to purchase 13.5 million common shares, at a price of CAD $13.60 per share, at any time prior to December 24, 2013. On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 to include a cashless exercise feature. This feature allowed warrant holders to elect to exercise their warrants on a cashless basis and receive common shares based on the in-the-money amount of their warrants. The Company’s Board of Directors approved this amendment on the recommendation of an independent committee comprising the five members of the Audit Committee. During 2013, 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million common shares. In addition, 0.8 million warrants were exercised on a cash basis resulting in the issuance of 0.1 million common shares for total proceeds of $1 million. In 2012, 1.1 million warrants were exercised resulting in the issuance of 0.1 million common shares for total proceeds of $1 million.

Dividends

On April 29, 2013, the Company’s Board of Directors approved a variable dividend policy which targets the payout to shareholders of a portion of expected future free cash flow through the cycle. The Company’s intention is that the dividend will reflect the cyclicality, not the seasonality, of the business. Under this policy, the Board of Directors has declared dividends of CAD $0.60 per common share in each of the past seven quarters including the fourth quarter of 2014.

On December 8, 2014, in conjunction with the announcement of the combination with Ainsworth, the Company also announced that it anticipates that the Board of Directors of the combined entity will continue with the Company’s variable dividend policy. Taking into account growth and other attractive capital investment opportunities, and to maintain flexibility in the Company’s capital structure, the Board of Directors of the Company announced that it expected to set the quarterly dividend at CAD $0.25 per common share in the first quarter of 2015. In the arrangement agreement with Ainsworth, the Company has agreed to not pay more than CAD $0.25 per common share for any future quarterly dividends with a record date prior to the closing of the merger, after which the Board of Directors of the merged entity will determine the appropriate level of dividends on a quarterly basis.

The amount of future dividends under the Company’s dividend policy, and the declaration and payment thereof, will be based upon the Company’s financial position, results of operations, cash flow, capital requirements and restrictions under the Company’s existing revolving bank lines and senior notes, as well as broader market and economic conditions, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the power to amend the Company’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

Stock Options

As at December 31, 2014, options on 1.6 million common shares were outstanding, with 48% vested. The exercise prices for the outstanding options range from CAD $6.50 to CAD $111.30, with expiry on various dates up to 2024. In 2014, no stock options were exercised (2013 – 0.9 million stock options were exercised resulting in the issuance of 0.9 million common shares for total proceeds of $12 million).

SELECTED QUARTERLY INFORMATION

										2014												2013
(US $ millions, except per share information, unless otherwise noted)	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)		7	%		7	%		15	%		13	%		13	%		21	%		48	%		55	%
Return on equity (ROE)		3	%		5	%		10	%		6	%		2	%		21	%		46	%		60	%
Cash provided by (used for) operating activities		13			22			20			(26	)		35			63			101			45
Cash provided by (used for) operating activities per share		0.25			0.41			0.37			(0.49	)		0.68			1.18			1.91			1.01
SALES AND EARNINGS
Sales		282			302			311			303			302			311			365			365
Adjusted EBITDA		15			15			33			27			29			45			102			111
Earnings		3			5			11			7			2			27			53			67
PER COMMON SHARE
Basic earnings		0.06			0.09			0.21			0.13			0.04			0.51			1.00			1.51
Diluted earnings		0.06			0.09			0.20			0.13			0.04			0.50			0.99			1.26
Dividends paid		0.51			0.56			0.54			0.54			0.56			0.56			0.59			—
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		895			893			906			817			887			886			810			756
Europe		399			435			395			434			375			386			406			400
Indicative average OSB price
North Central ($/Msf–7/16”)		216			216			219			219			245			252			347			417
South East ($/Msf–7/16”)		181			177			199			193			192			207			313			396
Europe (€/m3)1		248			258			269			273			276			278			273			265

¹  European indicative average OSB price represents the gross delivered price to the largest Continental market.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and Europe. Logs are generally consumed in the spring and summer months.

The price of and demand for OSB in North America are significant variables affecting the comparability of Norbord’s results over the past eight quarters. Fluctuations in earnings during that time mirror fluctuations in the price of and demand for OSB in North America. The Company estimates that the annualized impact on adjusted EBITDA of a $10 per Msf (7/16-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $36 million or $0.67 per basic share (pre-tax). Regional pricing variations, particularly in the Southern US, make the North Central benchmark price a useful, albeit imperfect, proxy for overall North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition premiums obtained on value-added products, the pricing lag effect of maintaining an order file, and volume and trade discounts cause realized prices to differ from the benchmarks for both North America and Europe.

Global commodity prices affect the prices of key raw material input costs, primarily fibre, resin, wax and energy. In each of the last five years, key input prices have increased as the broader US economic recovery gains traction. In 2014, the impact was more moderate as oil prices trended down in the fourth quarter, reversing a decade-long upward trend. In 2015, at current oil prices, downward pressure on input prices is expected to continue.

Norbord has relatively low exposure to the Canadian dollar due to a comparatively small manufacturing base in Canada, which comprises 12% of its panel production capacity. The Company estimates that the unfavourable impact of a one-cent (US) increase in the value of the Canadian dollar would negatively impact annual adjusted EBITDA by approximately $1 million when both of Norbord’s Canadian OSB mills operate at capacity.

Items not related to ongoing business operations that had a significant impact on quarterly results include:

Costs related to Ainsworth Combination – Included in the fourth quarter of 2014 is $5 million ($0.09 per basic and diluted share) of transaction costs related to the announced business combination with Ainsworth.

Costs on Early Debt Extinguishment – Included in the fourth quarter of 2013 is a $17 million ($0.32 per basic and diluted share) premium (pre-tax) paid on the early extinguishment of the Company’s outstanding $240 million 6.25% senior notes due in 2015 and a related $3 million ($0.06 per basic and diluted share) write-off of unamortized debt issue costs.

Income Taxes – Included in the fourth quarter of 2014 is a $7 million ($0.13 per basic and diluted share) non-recurring income tax recovery and included in the third quarter of 2014 is a $5 million ($0.09 per basic and diluted share) non-recurring income tax recovery. These amounts are comprised of: (i) the recognition and utilization of certain tax assets that offset taxes previously expensed; and (ii) the recognition of previously unrecognized deferred tax assets as a result of reassessments of probability of future recovery of these assets. Included in the fourth quarter of 2013 is a $9 million ($0.17 per basic and diluted share) income tax recovery related to the recognition of a non-recurring deferred tax asset. Included in the third quarter of 2013 is a $9 million ($0.17 per basic and diluted share) non-recurring income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously expensed as well as a reduction in substantively enacted tax rates in the UK.

FOURTH QUARTER RESULTS

Norbord achieved positive adjusted EBITDA results for the 22nd consecutive quarter.

In the fourth quarter, North Central benchmark OSB prices averaged $216 per Msf (7/16-inch basis), unchanged from the prior quarter and down $29 per Msf from the fourth quarter of 2013. In the South East region, where approximately 55% of Norbord’s North American OSB capacity is located, prices averaged $181 per Msf in the quarter, up $4 from the prior quarter and down $11 from the fourth quarter of 2013. Quarter-over-quarter, European panel prices all declined by 2% due to the seasonal drawdown in demand. Year-over-year, particleboard and MDF prices were flat, while OSB prices were down 11% due to the impact of the Ukraine crisis.

In North America, shipments were in line with the prior quarter as four more fiscal days in the quarter were offset by more curtailed production days due to the seasonal slowdown in OSB demand. Shipments were modestly higher compared to the same quarter last year due to higher productivity partially offset a reduced production schedule. In Europe, the seasonal slowdown was also evident as shipment volumes decreased over the prior quarter. European shipments were higher compared to the same quarter last year due to fewer maintenance shutdown days taken this year.

Sales in the quarter were $282 million, compared to $302 million in both the third quarter of 2014 and fourth quarter of 2013. Quarter-over-quarter, sales decreased by $20 million primarily due to the foreign exchange translation impact of a weaker Pound Sterling versus the US dollar. Year-over-year, sales decreased by $20 million mainly due to lower North American and European OSB prices.

Norbord’s North American OSB mills produced at approximately 75% of capacity in both the fourth quarter of 2014 and 2013, compared to 80% in the third quarter of 2014. Norbord’s European mills produced at approximately 105% of capacity in the fourth quarter of 2014, compared to 95% in the fourth quarter of 2013 and 100% in the third quarter of 2014.

Norbord recorded earnings of $3 million ($0.06 per basic and diluted share) in the fourth quarter of 2014, in line with the $5 million ($0.09 per basic and diluted share) in the third quarter of 2014 and $2 million ($0.04 per basic and diluted share) in the fourth quarter of 2013. Current quarter earnings includes $5 million in Ainsworth combination costs and earnings in the fourth quarter of 2013 included $20 million (pre-tax) in costs on the early repayment of the 2015 senior notes. All comparative quarters included non-recurring income tax recoveries (see Selected Quarterly Information, Income Taxes section).

Norbord recorded adjusted EBITDA of $15 million in both the current and previous quarter and $29 million in the fourth quarter of 2013. Adjusted EBITDA changes are summarized in the variance table below:

(US $ millions)	Q4 2014 vs. Q3 2014			Q4 2014 vs. Q4 2013
Adjusted EBITDA – current period	$	15		$	15
Adjusted EBITDA – comparative period		15			29
Variance		—			(14	)
Mill nets1		(3	)		(23	)
Volume2		3			4
Key input prices3		—			(2	)
Key input usage3		(2	)		4
Mill profit share and bonus		—			1
Maintenance and other4		2			2
Total	$	—		$	(14	)

¹  The mill nets variance represents the estimated impact of change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volume.

²  The volume variance represents the impact of shipment volume changes across all products.

³  The key inputs include fibre, resin, wax and energy.

⁴  The maintenance and other category covers all remaining variances including labour and benefits, and the impact of foreign exchange.

Adjusted EBITDA

(US $ millions)	Q4 2014			Q3 2014			Q4 2013
North America	$	6		$	7		$	21
Europe		11			11			12
Unallocated		(2	)		(3	)		(4	)
Total	$	15		$	15		$	29

Norbord’s North American operations generated adjusted EBITDA of $6 million in the fourth quarter of 2014, versus $7 million in the third quarter of 2014 and $21 million in the fourth quarter of 2013. Quarter-over-quarter, the decrease in adjusted EBITDA of $1 million was primarily attributed to lower OSB prices. The year-over-year decrease of $15 million was primarily attributed to significantly lower OSB prices partially offset by lower raw material usages and higher shipment volume.

In the fourth quarter, Norbord’s North American OSB cash production costs per unit (excluding mill profit share) were flat versus the third quarter of 2014 as the impact of the additional production curtailments was offset by the impact of four additional fiscal days in the quarter. OSB cash production costs per unit (excluding mill profit share) decreased by 1% over the fourth quarter of 2013, attributed to higher shipment volume, lower raw material usages, and fewer maintenance shutdown days, partially offset by the impact of additional production curtailments and higher fibre and resin prices.

Norbord’s European operations generated adjusted EBITDA of $11 million in both the fourth and third quarters of 2014, versus $12 million in the fourth quarter of 2013. Quarter-over-quarter, adjusted EBITDA was flat as lower panel prices were offset by lower supplies and maintenance costs. The year-over-year decrease of $1 million is primarily attributed to lower OSB prices and higher fibre prices, partially offset by higher shipment volume and lower raw material usages.

Year-over-year, unallocated costs decreased primarily due to lower incentive compensation and the foreign exchange translation impact of a weaker Canadian dollar.

TRANSACTIONS WITH RELATED PARTIES

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during 2014:

Indemnity Commitment

As at December 31, 2014, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company provided certain administrative services to Brookfield which were charged on a cost recovery basis. In addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2014, the fees for services rendered and the cost of goods purchased was less than $1 million (2013 – $3 million) and were charged at market rates.

Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2014		2013
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		1
	$	3	$	5

FINANCIAL POLICIES

Capital Allocation

Norbord considers effective capital allocation to be critical to its success. Capital is invested only when Norbord expects returns to exceed pre-determined thresholds, taking into consideration both the degree and magnitude of the relative risks and rewards and, if appropriate, strategic considerations in the establishment of new business activities or maintenance of existing business activities. Post-investment reviews are conducted on capital investment decisions to assess the results against planned project returns.

Liquidity

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in attractive investment opportunities as they arise, and to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At year-end, the Company had unutilized liquidity of $367 million, comprising $25 million in cash and cash equivalents, $100 million undrawn under its accounts receivable securitization program and $242 million in unutilized committed revolving bank lines with nine international financial institutions, available to support its liquidity requirements.

Credit Ratings

Maintaining a stable balance sheet is an important element of Norbord’s financing strategy. Norbord believes that its record of superior operational performance and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions).

At January 27, 2015, Norbord’s long-term debt and issuer ratings were:

	DBRS	Standard & Poor’s Ratings Services	Moody’s Investors Service
Secured Notes	BB	BB-	Ba2
Issuer	BB	BB-	Ba2
Outlook	Stable	Stable	Stable

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded to debt securities by the rating agencies are not recommendations to purchase, hold or sell the debt securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgement, circumstances warrant.

Use of Financial Instruments

Norbord uses derivative financial instruments solely for the purpose of managing its interest rate, foreign exchange and commodity price exposures, as further detailed in the Risks and Uncertainties section. These activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement and reporting. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures and, accordingly, all gains and losses on these instruments are recognized in the same manner as the item being hedged.

CHANGES IN ACCOUNTING STANDARDS

(i) Levies

IFRIC 21, Levies (IFRIC 21), was issued by the IASB on May 20, 2013 and provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 became effective for the Company on January 1, 2014 and did not have an impact on the Company’s financial statements.

FUTURE CHANGES IN ACCOUNTING POLICIES

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15) which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 is effective for the year ending December 31, 2017. The Company is currently assessing the impact of IFRS 15 on its financial statements.

SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to select appropriate accounting policies to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In particular, significant accounting policies, judgements and estimates utilized in the normal course of preparing the Company’s financial statements require management to make critical determinations that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Actual results could materially differ from those estimates.

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. For further information on the Company’s significant accounting policies, refer to note 2 of the consolidated financial statements.

RISKS AND UNCERTAINTIES

Norbord is exposed to a number of risks and uncertainties in the normal course of its business which could have a material adverse effect on the Company’s business, financial position, operating results and cash flows. A discussion of some of the major risks and uncertainties follows.

Product Concentration and Cyclicality

OSB accounts for almost 85% of Norbord’s panel production capacity. The price of OSB is one of the most volatile in the wood products industry. Norbord’s concentration on OSB increases its sensitivity to product pricing and may result in a high degree of sales and earnings volatility.

Norbord’s financial performance is principally dependent on the selling price of its products. Most of Norbord’s products are traded commodities for which no liquid futures markets exist. The markets for most of Norbord’s products are highly cyclical and characterized by periods of supply and demand imbalance, during which its product prices have tended to fluctuate significantly. In addition, since many of Norbord’s products are used for new home construction, seasonal and annual weather changes can affect demand and sales volumes. These imbalances, which may affect different areas of Norbord’s business at different times, are influenced by numerous factors that are beyond Norbord’s control and include: changes in global and regional production capacity for a particular product or group of products; changes in the end use of those products, or the increased use of substitute products; and the overall level of economic activity in the regions in which Norbord conducts business. In the past, Norbord has been negatively affected by declines in product pricing and has taken production downtime to manage working capital and minimize cash losses. Severe and prolonged weakness in the markets for Norbord’s products, particularly OSB, could seriously harm the Company’s financial position, operating results and cash flows, including the ability to satisfy interest and principal payments on outstanding debt.

Based on operations running at full capacity, the following table shows the approximate annualized impact of changes in product prices on adjusted EBITDA:

	Sensitivity Factor	Impact on adjusted EBITDA (US $ millions)
OSB – North America	$10 per Msf–7/16”	$	36
OSB – Europe	€10 per m3		7

Liquidity

Norbord relies on long-term borrowings, access to revolving bank lines and an accounts receivable securitization program to fund its ongoing operations. The Company’s ability to refinance or renew such facilities is dependent upon financial market conditions. Although Norbord has notes maturing in 2017 and 2020 and has bank lines that are committed to 2016, financing may not be available when required or may not be available on commercially favourable or otherwise satisfactory terms in the future.

Competition

The wood-based panels industry is a highly competitive business environment in which companies compete, to a large degree, on the basis of price. Norbord’s principal market is the US, where it competes with North American and, in some instances, foreign producers. Norbord’s European operations compete primarily with other European producers. Certain competitors may have lower-cost facilities than Norbord. Norbord’s ability to compete in these and other markets is dependent on a variety of factors, such as manufacturing costs, availability of key production inputs, continued free access to markets, customer service, product quality, financial resources and currency exchange rates. In addition, competitors could develop new cost-effective substitutes for Norbord’s wood-based panels, or building codes could be changed making the use of Norbord’s products less attractive for certain applications.

Customer Dependence

Norbord sells its products primarily to major retail chains, contractor supply yards and industrial manufacturers, and faces strong competition for the business of significant customers. In 2014, Norbord had one customer whose purchases represented greater than 10% of total sales. Norbord generally does not have contractual assurances of future sales. As a result, the loss of a significant customer or any significant customer order cancellations could negatively affect the Company’s sales and earnings. Continued consolidation in the retail industry could expose Norbord to increased concentration of customer dependence and increase customers’ ability to exert pricing pressure on Norbord.

Manufacturing Inputs

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin, wax and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond the Company’s control. Norbord may not be able to hedge the purchase price of manufacturing inputs or pass increased costs on to its customers.

Fibre Resource

As Norbord does not own any timberlands, it purchases timber, wood chips and fibre as well as other wood recycled materials on the open market, in competition with other users of such resources, where prices are influenced by factors beyond Norbord’s control. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to the Company’s operations. In addition, Norbord’s supply and cost of fibre may be negatively impacted by increased demand resulting from market-based or legislative initiatives to use wood-based biomass materials in the production of heat, electricity and other bio-based products.

Norbord’s wood fibre supply comes from several different sources. In the US, roundwood logs are primarily sourced from private and industry-owned woodlands. In Europe, wood fibre is purchased from the government and private landowners. Fibre for OSB comes from roundwood logs while the MDF and particleboard mills source fibre in the form of roundwood logs, wood chips, sawdust and recycled wood. Norbord’s Canadian mills source roundwood logs primarily from private landholders and hold forestry licences and agreements to source aspen and birch from Crown timberlands in Quebec. Most of this Crown volume is harvested and delivered by third parties that also hold licences to operate in these areas.

The Crown licences require the payment of stumpage fees for the timber harvested and compliance with specified rehabilitation and silvicultural management practices. The licences cover periods ranging from 20 to 25 years and are renewed or extended every five years. They can be revoked or cancelled for non-performance and contain terms and conditions that could, under certain circumstances, result in a reduction of annual allowable timber that may be harvested by Norbord without any compensation.

Third-Party Transportation Services

Norbord relies on third-party transportation services for delivery of products to customers as well as for delivery of raw materials from suppliers. The majority of products manufactured and raw materials used are transported by rail or truck, which are highly regulated. Transportation rates and fuel surcharges are influenced by factors beyond Norbord’s control. Any failure of third-party transportation providers to deliver finished goods or raw materials in a timely manner could harm the Company’s reputation, negatively affect customer relationships or disrupt production at the Company’s mills.

Employee Retention and Labour Relations

Norbord’s success depends in part on its ability to attract and retain senior management and other key employees. Competition for qualified personnel depends on economic and industry conditions, competitors’ hiring practices and the effectiveness of Norbord’s compensation programs. The loss of, or inability to recruit and retain, any such personnel could impact the Company’s ability to execute on its strategy.

Norbord’s US employees are non-unionized while its UK, Belgian and most of its Canadian employees are unionized – representing just under one-half of the workforce. All of Norbord’s UK and Belgian union contracts are evergreen. Canadian union contracts typically cover a three to five-year term, and the current contract with the Communications, Energy and Paperworkers Union (now Unifor) representing members at the OSB mill in La Sarre, Quebec expires June 30, 2016. Strikes or work stoppages could result in lost production and sales, higher costs or supply constraints if Norbord is unable to negotiate acceptable contracts with its various trade unions upon expiry.

Environmental Matters

Norbord’s operations are subject to a range of general and industry-specific environmental laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, plant and wildlife protection and site remediation. Failure to comply with applicable environmental laws and regulations could result in fines, penalties or other enforcement actions that could impact Norbord’s production capacity or increase its production costs. The Company has incurred, and expects to continue to incur, capital expenditures and operating costs to comply with applicable environmental laws and regulations. In addition, environmental laws and regulations could become more stringent in the future.

Product Liability and Legal Proceedings

Norbord produces a variety of wood-based panels that are used in new home construction, repair-and-remodelling of existing homes, furniture and fixtures, and industrial applications. In the normal course of business, the end users of Norbord’s products have in the past made, and could in the future make, claims with respect to the fitness for use of its products or claims related to product quality or performance issues. In addition, Norbord has been in the past and may in the future be involved in legal proceedings related to antitrust, negligence, personal injury, property damage and other claims against the Company or its predecessors. Norbord could face increased costs if any future claims exceed purchased insurance coverage.

Natural Events

Norbord’s business is exposed to numerous natural events, such as forest fires, adverse weather conditions, insect infestation, disease, prolonged drought and other natural disasters, that are not insurable events. If such an event occurs, Norbord may need to curtail production or incur increased fibre or other costs.

Capital Intensity

The production of wood-based panels is capital intensive. There can be no assurance that key pieces of equipment will not need to be repaired or replaced. In certain circumstances, the costs of repairing or replacing equipment, and the associated downtime of the affected production line, may not be insurable.

Tax Exposures

Norbord takes various tax-filing positions in the normal course of business, and there can be no assurance that tax authorities will not challenge such filing positions. In addition, Norbord is subject to further uncertainties concerning the interpretation and application of tax laws in various operating jurisdictions. Norbord provides for known estimated tax exposures in all jurisdictions. These exposures are settled primarily through the closure of audits with the jurisdictional taxing authorities. However, future settlements could differ materially from the Company’s estimated liabilities.

Currency Exposures

Norbord reports its financial results in US dollars. A portion of Norbord’s product prices and costs are influenced by relative currency values (particularly the Pound Sterling, Euro and Canadian dollar). Significant fluctuations in relative currency values could negatively affect the cost competitiveness of the Company’s facilities, the value of its foreign investments, the results of its operations and its financial position.

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

Defined Benefit Pension Plan Funding

Although Norbord’s defined benefit pension plans are all closed to new entrants, the Company continues to be subject to market risk on the plan assets and obligations related to existing members. Defined benefit pension plan funding requirements are based on actuarial valuations that make assumptions about the long-term expected rate of return on assets, salary escalation, life expectancy and discount rates. The Company’s latest funding valuations indicate the plans are in a solvency deficit position and therefore Norbord is required to make accelerated cash funding contributions. If actual experience differs from these assumptions or any of these assumptions change such that the solvency deficit increases, the Company would be required to increase cash funding contributions, reducing the availability of such funds for other corporate purposes.

ASSESSMENT OF AND CHANGES IN INTERNAL CONTROLS AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING

In accordance with the requirements of National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the operating effectiveness of the Company’s internal control over financial reporting. Management of Norbord is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO, and it is effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. Based on this assessment, management believes that, as of December 31, 2014, the Company’s internal control over financial reporting is operating effectively. Management determined that there were no material weaknesses in the Company’s internal control over financial reporting as of December 31, 2014. There have been no changes in Norbord’s internal control over financial reporting during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO and CFO, on a timely basis so that appropriate decisions can be made regarding annual and interim financial statement disclosure. An evaluation of the effectiveness of the design and operation of disclosure controls and procedures was conducted as of December 31, 2014 by Norbord’s management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded that Norbord’s disclosure controls and procedures, as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, are effective.

NON-IFRS FINANCIAL MEASURES

The following non-IFRS financial measures have been used in this MD&A. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Each non-IFRS financial measure is defined below. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is provided.

Adjusted EBITDA is defined as earnings determined in accordance with IFRS before finance costs, income taxes, depreciation and other unusual or non-recurring items. Non-recurring items include costs related to the Ainsworth combination, costs on early debt extinguishment, and provision for non-core operation. As Norbord operates in a cyclical commodity business, Norbord interprets adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views adjusted EBITDA as a measure of gross profit and interprets adjusted EBITDA trends as indicators of relative operating performance.

The following table reconciles EBITDA and adjusted EBITDA to IFRS Earnings:

(US $ millions)	2014			2013		2012		2011			2010
Earnings	$	26		$	149	$	71	$	(11	)	$	13
Add: Finance costs		30			37		37		33			34
(Less) Add: Income tax (recovery) expense		(31	)		25		27		(28	)		1
Add: Depreciation		60			56		53		51			51
EBITDA		85			267		188		45			99
Add: Costs related to Ainsworth combination		5			—		—		—			—
Add: Costs on early debt extinguishment		—			20		—		—			—
Add: Provision for non-core operation		—			—		—		—			8
Adjusted EBITDA	$	90		$	287	$	188	$	45		$	107

EBITDA margin (%) is defined as adjusted EBITDA as a percentage of sales. When compared with industry statistics and prior periods, adjusted EBITDA margin can be a useful indicator of operating efficiency and a company’s ability to compete successfully with its peers. Norbord interprets adjusted EBITDA margin trends as indicators of relative operating performance.

Operating working capital is defined as accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions)	2014			2013			2012			2011			2010
Accounts receivable	$	121		$	130		$	125		$	102		$	90
Inventory		125			120			98			88			84
Accounts payable and accrued liabilities		(181	)		(206	)		(173	)		(162	)		(164	)
Operating working capital	$	65		$	44		$	50		$	28		$	10

Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank advances, if any.

(US $ millions)	2014		2013		2012		2011		2010
Operating working capital	$	65	$	44	$	50	$	28	$	10
Cash and cash equivalents		25		193		128		83		111
Tax receivable		4		11		—		5		6
Total working capital	$	94	$	248	$	178	$	116	$	127

Capital employed is defined as the sum of property, plant and equipment, operating working capital, tax receivable and other assets less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, operating working capital, tax receivable and other assets.

(US $ millions)	2014			2013			2012			2011			2010
Property, plant and equipment	$	800		$	794		$	764		$	787		$	814
Accounts receivable		121			130			125			102			90
Tax receivable		4			11			—			5			6
Inventory		125			120			98			88			84
Accounts payable and accrued liabilities		(181	)		(206	)		(173	)		(162	)		(164	)
Other assets		—			—			—			5			13
Capital employed	$	869		$	849		$	814		$	825		$	843

ROCE (return on capital employed) is adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the efficient use of capital. As Norbord operates in a cyclical commodity business, it monitors ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.

ROE (return on equity) is earnings available to common shareholders divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

Cash provided by (used for) operating activities per share is an non-IFRS measure and is calculated as cash provided by (used for) operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.

Total shareholder return is a useful measure of the return on an investment in Norbord common shares, including share-price appreciation and dividends. The calculation assumes the reinvestment of all dividends in shares of Norbord.

Net debt is the principal value of long-term debt, including the current portion and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	2014			2013			2012			2011			20101
Long-term debt, principal value	$	440		$	440		$	440		$	440		$	440
Less: Cash and cash equivalents		(25	)		(193	)		(128	)		(83	)		(113	)
Net debt		415			247			312			357			327
Add: Letters of credit		3			4			3			3			10
Net debt for financial covenant purposes	$	418		$	251		$	315		$	360		$	337

¹  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

Tangible net worth consists of shareholders’ equity. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011.

(US $ millions)	2014		2013			2012		2011		20101
Shareholders’ equity	$	359	$	476		$	386	$	300	$	352
Add: IFRS transitional adjustments		21		21			21		21		—
Add: Other comprehensive income movement2		24		(5	)		15		22		—
Tangible net worth	$	404	$	492		$	422	$	343	$	352

¹  2010 has not been restated for IFRS and shows the originally disclosed figures under Canadian GAAP.

²  Cumulative subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt divided by the sum of net debt and tangible net worth. Net debt to capitalization on a book basis is a measure of a company’s relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. In addition, a maximum net debt to capitalization, book basis, is one of two financial covenants contained in the Company’s committed bank lines.

Net debt to capitalization, market basis, is net debt divided by the sum of net debt and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of a company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “forecasts,” “aims,” “predicts,” “plans,” “projects,” “anticipates,” “intends” or variations of such words and phrases or negative versions thereof or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to changes in foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; (14) expectations regarding the amount, timing and benefits of capital investments; (15) expectations regarding the amount and timing of dividend payments; and (16) expectations regarding the time necessary to satisfy the conditions to closing of the pending Ainsworth transaction.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (3) effects of competition and product pricing pressures; (4) risks inherent to customer dependence; (5) effects of variations in the price and availability of manufacturing inputs, including continued access to fibre resources at competitive prices; (6) various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; (7) impact of changes to, or non-compliance with, environmental regulations; (8) impact of any product liability claims in excess of insurance coverage; (9) risks inherent to a capital intensive industry; (10) impact of future outcomes of tax exposures; and (11) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian securities regulatory authorities. Except as required by applicable law, Norbord does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by, or on behalf of, the Company, whether as a result of new information, future events or otherwise, or to publicly update or revise the above list of factors affecting this information.

JANUARY 27, 2015

Management’s Responsibility for the Financial Statements

The accompanying consolidated financial statements and all information in this annual report are the responsibility of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards. Financial statements are not precise since they include certain amounts based upon estimates and judgements. When alternative methods exist, management has chosen those it deems to be the most appropriate in the circumstances in order to ensure that the consolidated financial statements are presented fairly, in all material respects, in accordance with International Financial Reporting Standards.

The Company maintains systems of internal controls, which are designed to provide reasonable assurance that accounting records are reliable and to safeguard the Company’s assets.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board and reviews the consolidated financial statements and Management’s Discussion and Analysis, considers the report of the external auditors, assesses the adequacy of the internal controls of the Company, approves the services provided by the external auditors, examines the fees and expenses for audit services, and recommends to the Board the independent auditors for appointment by the shareholders. The Committee reports its findings to the Board of Directors for consideration when approving the consolidated financial statements for issuance to the shareholders.

/s/ PETER C. WIJNBERGEN	/s/ ROBIN E. LAMPARD
PETER C. WIJNBERGEN	ROBIN E. LAMPARD
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer

Independent Auditors’ Report

To the Shareholders of Norbord Inc.

We have audited the accompanying consolidated financial statements of Norbord Inc., which comprise the consolidated balance sheets as at December 31, 2014 and December 31, 2013, the consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Norbord Inc. as at December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

/s/ KPMG LLP

KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

January 27, 2015

Toronto, Canada

Consolidated Balance Sheets

(US $ millions)	Note	Dec 31, 2014		Dec 31, 2013
Assets
Current assets
Cash and cash equivalents		$	25	$	193
Accounts receivable	3		121		130
Tax receivable			4		11
Inventory	4		125		120
			275		454
Non-current assets
Property, plant and equipment	5		800		794
Deferred income tax assets	9		29		14
			829		808
		$	1,104	$	1,262
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	181	$	206
Non-current liabilities
Long-term debt	6		434		433
Other liabilities	7		31		27
Deferred income tax liabilities	9		99		120
			564		580
Shareholders’ equity	10		359		476
		$	1,104	$	1,262

(See accompanying notes)

On behalf of the Board:

/s/ ROBERT J. HARDING	/s/ PETER C. WIJNBERGEN
ROBERT J. HARDING	PETER C. WIJNBERGEN
Chair	President and Chief Executive Officer

Consolidated Statements of Earnings

Years ended December 31 (US $ millions, except per share information)	Note	2014			2013
Sales		$	1,198		$	1,343
Cost of sales			(1,097	)		(1,042	)
General and administrative expenses			(11	)		(14	)
Earnings before finance costs, costs related to Ainsworth combination, costs on early debt extinguishment, income tax and depreciation			90			287
Finance costs	3, 6		(30	)		(37	)
Costs related to Ainsworth combination	18		(5	)		—
Costs on early debt extinguishment	6		—			(20	)
Earnings before income tax and depreciation			55			230
Depreciation	5		(60	)		(56	)
Income tax recovery (expense)	9		31			(25	)
Earnings		$	26		$	149
Earnings per common share	11
Basic		$	0.49		$	2.92
Diluted			0.48			2.79

(See accompanying notes)

Consolidated Statements of Comprehensive (Loss) Income

Years ended December 31 (US $ millions)	Note	2014			2013
Earnings		$	26		$	149
Other comprehensive income, net of tax
Item that will not be reclassified to earnings:
Actuarial (loss) gain on post-employment obligations	9		(6	)		15
Item that may be reclassified subsequently to earnings:
Foreign currency translation (loss) gain on foreign operations	9		(23	)		4
Other comprehensive (loss) income, net of tax			(29	)		19
Comprehensive (loss) income		$	(3	)	$	168

(See accompanying notes)

Consolidated Statements of Changes in Shareholders’ Equity

Years ended December 31 (US $ millions)	Note	2014			2013
Share capital
Balance, beginning of year		$	661		$	346
Issue of common shares	10		1			315
Balance, end of year		$	662		$	661
Contributed surplus
Balance, beginning of year		$	6		$	44
Stock-based compensation	10		1			1
Warrants and stock options exercised	10		—			(39	)
Balance, end of year		$	7		$	6
Retained earnings
Balance, beginning of year		$	(190	)	$	(11	)
Transfer to accumulated other comprehensive income	10		—			26
Adjusted balance, beginning of year			(190	)		15
Earnings			26			149
Common share dividends			(116	)		(91	)
Warrants exercised	10		—			(263	)
Balance, end of yeari		$	(280	)	$	(190	)
Accumulated other comprehensive (loss) income
Balance, beginning of year		$	(1	)	$	6
Transfer from retained earnings	10		—			(26	)
Adjusted balance, beginning of year			(1	)		(20	)
Other comprehensive (loss) income			(29	)		19
Balance, end of year	10	$	(30	)	$	(1	)
Shareholders’ equity		$	359		$	476

(See accompanying notes)

ⁱ Retained earnings comprised of:

Deficit arising on cashless exercise of warrants in 2013 (note 10)	$	(263	)	$	(263	)
All other retained earnings		(17	)		73

Consolidated Statements of Cash Flows

Years ended December 31 (US $ millions)	Note	2014			2013
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings		$	26		$	149
Items not affecting cash:
Depreciation			60			56
Deferred income tax	9		(35	)		26
Other items			(5	)		19
			46			250
Net change in non-cash operating working capital balances	12		(24	)		5
Net change in tax receivable			7			(11	)
			29			244
Investing activities
Investment in property, plant and equipment			(81	)		(79	)
Financing activities
Common share dividends paid			(115	)		(91	)
Debt issue costs	6		(1	)		(5	)
Repayment of debt	6		—			(240	)
Issue of debt	6		—			240
Costs on early debt extinguishment	6		—			(17	)
Issue of common shares, net	10		—			13
			(116	)		(100	)
Cash and cash equivalents
(Decrease) increase during the year			(168	)		65
Balance, beginning of year			193			128
Balance, end of year	12	$	25		$	193

(See accompanying notes, including note 12 for supplemental cash flow information.)

Notes to the Consolidated Financial Statements

(in US $, unless otherwise noted)

In these notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc., or any of its consolidated subsidiaries and affiliates, a related party by virtue of a controlling equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 13 plant locations in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and Interpretations of the International Financial Reporting Interpretations Committee. These financial statements were authorized for issuance by the Board of Directors of the Company on January 27, 2015.

(b) Basis of Presentation

These consolidated financial statements include the accounts of the Company and all its wholly-owned subsidiaries.

(c) Basis of Measurement

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value (as described in note 14).

(d) Functional and Presentation Currency

The US dollar is the functional and presentation currency of the Company. Each of the Company’s subsidiaries determines its functional currency, and items included in the financial statements of each subsidiary are measured using that functional currency.

(e) Changes in Accounting Standards

Levies

In May 2013, the IASB issued IFRIC 21, Levies (IFRIC 21), which provides guidance on when to recognize a liability to pay a levy imposed by government that is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 became effective for the Company on January 1, 2014 and did not have an impact on the Company’s financial statements.

(f) Foreign Currency Translation

Assets and liabilities of foreign operations having a functional currency other than the US dollar are translated at the rate of exchange prevailing at the reporting date, and revenues and expenses at average rates during the period. Gains or losses on translation are included as a component of shareholders’ equity in accumulated other comprehensive income. Gains or losses on foreign currency-denominated balances and transactions that are designated as hedges of net investments in these operations are reported in the same manner.

Foreign currency-denominated monetary assets and liabilities of the Company and its subsidiaries are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in

earnings. Gains or losses on transactions that hedge these items are also included in earnings. Revenue and expenses are measured at average rates during the period. Foreign currency-denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date. Foreign exchange gains or losses arising from monetary assets or liabilities in a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (OCI).

(g) Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits, and investment-grade money market securities and bank term deposits with maturities of 90 days or less from the date of purchase. Cash and cash equivalents are recorded at fair value.

(h) Inventories

Inventories of finished goods, raw materials and operating and maintenance supplies are valued at the lower of cost and net realizable value, with cost determined on an average cost basis. The cost of finished goods inventories includes direct material, direct labour and an allocation of overhead.

(i) Property, Plant and Equipment

Property, plant and equipment is recorded at cost less accumulated depreciation. Borrowing costs are included as part of the cost of a qualifying asset. Property and plant includes land and buildings. Buildings are depreciated on a straight-line basis over 20 to 40 years. Production equipment is depreciated using the units-of-production basis. This method amortizes the cost of equipment over the estimated units to be produced during its estimated useful life, which ranges from 10 to 25 years. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The rates of depreciation are intended to fully depreciate manufacturing and non-manufacturing assets over their useful lives. These periods are assessed at least annually to ensure that they continue to approximate the useful lives of the related assets.

Property, plant and equipment is tested for impairment only when there is an indication of impairment. Impairment testing is a one-step approach for both testing and measurement, with the carrying value of the asset or group of assets compared directly to the higher of fair value less costs to sell and value in use. Fair value is measured at the sale price of the asset or group of assets in an arm’s length transaction. Value in use is based on the cash flows of the asset or group of assets, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The projection of future cash flows takes into account the relevant operating plans and management’s best estimate of the most probable set of conditions anticipated to prevail. Where an impairment loss exists, it is recorded against earnings. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying value that would have remained had no impairment loss been recognized previously. IFRS requires such reversals to be recognized in earnings if certain criteria are met.

(j) Employee Future Benefits

Norbord sponsors various defined benefit and defined contribution pension plans, which cover substantially all employees and are funded in accordance with applicable plan and regulatory requirements. The benefits under Norbord’s defined benefit pension plans are generally based on an employee’s length of service and their final five years’ average salary; the plans do not provide for indexation of benefit payments.

The measurement date for all defined benefit pension plans is December 31. The obligations associated with Norbord’s defined benefit pension plans are actuarially valued using the projected unit credit method, management’s best estimate assumptions, salary escalation, inflation, life expectancy, and a current market discount rate. Assets are measured at fair value. The obligation in excess of plan assets is recorded as a liability. All actuarial gains or losses are recognized immediately through OCI.

(k) Financial Instruments

The Company periodically utilizes derivative financial instruments solely to manage its foreign currency, interest rate and commodity price exposures in the ordinary course of business. Derivatives are not used for trading or speculative purposes. All hedging relationships, risk management objectives and hedging strategies are formally documented and periodically assessed to ensure that the changes in the value of these derivatives are highly effective in offsetting changes in the fair values, net investments or cash flows of the hedged exposures. Accordingly, all gains and losses (realized and unrealized, as applicable) on such derivatives are recognized in the same manner as gains and losses on the underlying exposure being hedged. Any resulting carrying amounts are included in other assets if there is an unrealized gain on the derivative, or in other liabilities if there is an unrealized loss on the derivative.

The fair values of the Company’s derivative financial instruments are determined by using observable market inputs for similar assets and liabilities. These fair values reflect the estimated amount that the Company would have paid or received if required to settle all outstanding contracts at period-end. The fair value measurements of the Company’s derivative financial instruments are classified as Level 2 of a three-level hierarchy, as fair value of these derivative instruments is based on observable market inputs. This fair value represents a point-in-time estimate that may not be relevant in predicting the Company’s future earnings or cash flows.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. However, the Company’s Board-approved financial policies require that derivative transactions be executed only with approved highly rated counterparties under master netting agreements; therefore, the Company does not anticipate any non-performance.

The carrying value of the Company’s non-derivative financial instruments approximates fair value, except where disclosed in these notes. Fair values disclosed are determined using actual quoted market prices or, if not available, indicative prices based on similar publicly traded instruments.

(l) Debt Issue Costs

The Company accounts for transaction costs that are directly attributable to the issuance of long-term debt by deducting such costs from the carrying value of the long-term debt. The capitalized transaction costs are amortized to interest expense over the term of the related long-term debt using the effective interest rate method.

(m) Income Taxes

The Company uses the asset and liability method of accounting for income taxes and provides for temporary differences between the tax basis and carrying amounts of assets and liabilities. Accordingly, deferred tax assets and liabilities are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and laws that have been substantively enacted at the balance sheet date. In addition, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the year of enactment or substantive enactment. Current and deferred income taxes relating to items recognized directly in other comprehensive income are also recognized directly in other comprehensive income. The Company assesses recoverability of deferred tax assets based on the Company’s estimates and assumptions. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. Previously unrecognized tax assets are recognized to the extent that it has become probable that future taxable profit will support their realization, or derecognized to the extent it is no longer probable that the tax assets will be recovered.

The Company has certain non-monetary assets and liabilities for which the tax reporting currency is different from the functional currency. Any translation gains or losses arising on the remeasurement of these items at current exchange rates versus historic exchange rates which give rise to a temporary difference are recorded as a deferred tax asset or liability.

(n) Share-Based Payments

The Company issues share-based awards to certain employees in the form of stock options that vest evenly over a five-year period. The fair value of the awards on the grant date is determined using a fair value model (Black-Scholes option pricing model). Each tranche of the award is considered to be a separate grant based on its respective vesting period. The fair value of each tranche is determined separately on the date of grant and recognized as compensation expense, net of forfeiture estimate, over the term of its respective vesting period, with a corresponding increase to contributed surplus. Upon exercise of the award the issued shares are recorded at the corresponding amount in contributed surplus, plus the cash proceeds received.

(o) Revenue Recognition

Sales are recognized when the risks and rewards of ownership pass to the purchaser. This is generally when goods are shipped. Sales are recorded net of discounts.

Sales are governed by contract or by standard industry terms. Revenue is not recognized prior to the completion of those terms. The majority of product is shipped via third-party transport on a freight-on-board shipping point basis. In all cases, product is subject to quality testing by the Company to ensure it meets applicable standards prior to shipment.

(p) Impairment of Non-Derivative Financial Assets

Financial assets not classified at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment.

(q) Measurements of Fair Value

A number of the Company’s accounting policies and disclosures require the measurement of fair value, for both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. If third-party information, such as broker quotes or pricing services, is used to measure fair values, then management assesses the evidence obtained from these sources to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

Significant valuation issues are reported to the Company’s Audit Committee.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation technique as follows:

Level 1	–	unadjusted quoted prices available in active markets for identical assets or liabilities;
Level 2	–	inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3	–	inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(r) Critical Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make critical judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ materially from those estimates. Such differences in estimates are recognized when realized on a prospective basis.

In making estimates and judgements, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates and judgements have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in making these estimates and judgements in these financial statements. The significant estimates and judgements used in determining the recorded amount for assets and liabilities in the financial statements include the following:

A. Judgements

Information about management’s judgement made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are:

(i) Functional Currency

The Company assesses the relevant factors related to the primary economic environment in which its entities operate to determine the functional currency.

(ii) Income Taxes

In the normal course of operations, judgement is required in assessing tax interpretations, regulations and legislation and in determining the provision for income taxes, deferred tax assets and liabilities. To the extent that a recognition or derecognition of a deferred tax asset is required, current period earnings or OCI will be affected.

B. Estimates

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended December 31, 2014 are:

(i) Inventory

The Company estimates the net realizable value of its inventory using estimates regarding future selling prices.

(ii) Property, Plant and Equipment

When determining the value in use of property, plant and equipment during impairment testing, the Company uses the following critical estimates: the timing of forecasted revenues; future selling prices and margins; future sales volumes; maintenance and other capital expenditures; discount rates; useful lives; and residual values.

(iii) Employee Benefit Plans

The net obligations associated with the defined benefit pension plans are actuarially valued using: the projected unit credit method; management’s best estimates for salary escalation, inflation and life expectancy; and a current market discount rate to match the timing and amount of pension payments.

(iv) Income Taxes

Current income tax assets and liabilities are measured at the amount expected to be paid to tax authorities, net of recoveries, based on the tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that the deductions, tax credits and tax losses can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

(v) Financial Instruments

The critical assumptions and estimates used in determining the fair value of financial instruments are: equity and commodity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates; and volatility utilized in option valuations.

(s) Future Changes in Accounting Policies

(i) Financial Instruments

In July 2014, the IASB issued the final publication of International Financial Reporting Standard 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 is effective for the year ending December 31, 2018 with early adoption permitted. The Company is currently assessing the impact of IFRS 9 on its financial statements.

(ii) Revenue from Contracts with Customers

In May 2014, the IASB issued International Financial Reporting Standard 15, Revenues from Contracts with Customers (IFRS 15), which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 is effective for the year ending December 31, 2017. The Company is currently assessing the impact of IFRS 15 on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.

At period-end, Norbord had transferred but continued to recognize $102 million (December 31, 2013 – $113 million) in accounts receivable and did not have any drawings (December 31, 2013 – $nil) relating to this program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount of drawings fluctuates with the level of accounts receivable transferred, the timing of cash settlements and the Company’s cash requirements. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 13). The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as interest expense.

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at January 27, 2015, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Dec 31, 2014		Dec 31, 2013
Raw materials	$	30	$	31
Finished goods		51		48
Operating and maintenance supplies		44		41
	$	125	$	120

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $2 million (December 31, 2013 – $1 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions)	2014		2013
Cost of inventories	$	1,061	$	1,005
Depreciation on property, plant and equipment		60		56
	$	1,121	$	1,061

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

(US $ millions)	Land		Buildings			Production Equipment			Construction in Progress			Total
Cost
December 31, 2012	$	10	$	120		$	768		$	19		$	917
Additions		—		—			15			68			83
Disposals		—		—			(23	)		—			(23	)
Transfers		—		—			43			(43	)		—
Effect of translation		—		2			2			—			4
December 31, 2013		10		122			805			44			981
Additions		—		—			33			45			78
Disposals		—		—			(6	)		—			(6	)
Transfers		—		8			57			(65	)		—
Effect of translation		—		(3	)		(13	)		—			(16	)
December 31, 2014	$	10	$	127		$	876		$	24		$	1,037
Accumulated depreciation
December 31, 2012	$	—	$	24		$	129		$	—		$	153
Depreciation		—		8			48			—			56
Disposals		—		—			(23	)		—			(23	)
Effect of translation		—		1			—			—			1
December 31, 2013		—		33			154			—			187
Depreciation		—		8			52			—			60
Disposals		—		—			(6	)		—			(6	)
Effect of translation		—		(1	)		(3	)		—			(4	)
December 31, 2014	$	—	$	40		$	197		$	—		$	237
Net
December 31, 2013	$	10	$	89		$	651		$	44		$	794
December 31, 2014		10		87			679			24			800

During the year, $1 million (December 31, 2013 – $nil) in interest costs were capitalized and included as part of the cost of qualifying assets.

NOTE 6. LONG-TERM DEBT

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Principal amount
Senior secured notes due 2017	$	200		$	200
5.375% senior secured notes due 2020		240			240
		440			440
Debt issue costs		(6	)		(7	)
	$	434		$	433

Maturities of long-term debt are as follows:

(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Maturities of long-term debt	$	—	$	—	$	200	$	—	$	—	$	240	$	440

As at December 31, 2014, the effective interest rate on the Company’s debt-related obligations was 6.4% (2013 – 6.4%).

The components of finance costs were as follows:

(US $ millions)	2014		2013
Interest on long-term debt1	$	27	$	31
Amortization of debt issue costs		1		3
Revolving bank lines fees		1		2
		29		36
Net interest expense on net pension obligation		1		1
Total finance costs	$	30	$	37

¹  Net of capitalized interest of $1 million and $nil, respectively (note 5).

Senior Secured Notes Due 2017

The Company’s senior secured notes due in 2017 bear a fixed interest rate that varies with the changes in the Company’s credit ratings. In 2014 and 2013, the interest rate was 7.70%.

Senior Secured Notes Due 2020

In November 2013, the Company issued $240 million in senior secured notes due in 2020 with an interest rate of 5.375%. The notes rank pari passu with the Company’s existing senior secured notes due in 2017 and committed revolving bank lines. In December 2013, the Company used the proceeds to early redeem the then existing $165 million 6.25% senior secured notes due in 2015 and $75 million 6.25% senior unsecured notes due in 2015. As a result, a premium of $17 million (pre-tax) was paid for the early extinguishment and a $3 million write-off of unamortized debt issue costs was recorded.

Revolving Bank Lines

The Company has a total aggregate commitment of $245 million which matures in May 2016 and bears interest at money market rates plus a margin that varies with the Company’s credit rating. The bank lines are secured by a first lien on the Company’s North American OSB inventory and property, plant and equipment. This lien is shared pari passu with holders of the 2017 and 2020 senior secured notes.

At period-end, none of the revolving bank lines were drawn as cash, $3 million was utilized for letters of credit and $242 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, OCI

movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible net worth for financial covenant purposes was $404 million and net debt for financial covenant purposes was $418 million. Net debt to total capitalization was 51% on a book basis (note 13).

Debt Issue Costs

In 2013, debt issue costs of $6 million were incurred on the issuance of the 2020 senior notes and the renewal of the revolving bank lines. Amortization expense related to debt issue costs for 2014 was $1 million (2013 – $3 million).

NOTE 7. OTHER LIABILITIES

(US $ millions)	Note	Dec 31, 2014		Dec 31, 2013
Defined benefit pension obligation	8	$	22	$	17
Accrued employee benefits			9		10
		$	31	$	27

NOTE 8. EMPLOYEE BENEFIT PLANS

Pension Plans

Norbord has a number of pension plans in which participation is available to substantially all employees. Norbord’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. The most recent actuarial valuation for funding purposes was conducted as of December 31, 2013.

Information about Norbord’s defined benefit pension obligation and assets is as follows:

(US $ millions)	2014			2013
Change in accrued benefit obligation during the year
Accrued benefit obligation, beginning of year	$	89		$	96
Current service cost		1			2
Interest on accrued benefit obligation		4			4
Benefits paid		(5	)		(7	)
Net actuarial loss (gain) arising from changes to:
Demographic assumptions		1			3
Financial assumptions		10			(6	)
Experience adjustments		1			2
Foreign currency exchange rate impact		(6	)		(5	)
Accrued benefit obligation, end of year1	$	95		$	89
Change in plan assets during the year
Plan assets, beginning of year	$	72		$	64
Interest income		3			3
Remeasurement gains:
Return on plan assets (excluding interest income)		3			8
Employer contributions		6			7
Benefits paid		(5	)		(7	)
Foreign currency exchange rate impact		(6	)		(3	)
Plan assets, end of year1	$	73		$	72
Funded status
Accrued benefit obligation	$	95		$	89
Plan assets		(73	)		(72	)
Accrued benefit obligation in excess of plan assets	$	22		$	17

¹  All plans have accrued benefit obligations in excess of plan assets.

The components of benefit expense recognized in the statement of earnings are as follows:

(US $ millions)	2014		2013
Current service cost	$	1	$	2
Net interest cost		1		1
Net periodic pension expense	$	2	$	3

The significant weighted average actuarial assumptions are as follows:

	2014			2013
Used in calculation of net periodic pension expense for the year
Discount rate		4.7	%		4.3	%
Price inflation		2.2	%		2.0	%
Used in calculation of accrued benefit obligation, end of year
Discount rate		3.8	%		4.7	%
Price inflation		2.2	%		2.2	%

The impact of a change to the significant actuarial assumptions on the accrued benefit obligation as at December 31, 2014 is as follows:

(US $ millions)	Increase			Decrease
Discount rate (0.5% change)	$	(7	)	$	8
Price inflation rate (1.0% change)		5			(4	)

The weighted average asset allocation of Norbord’s defined benefit pension plan assets is as follows:

	Dec 31, 2014			Dec 31, 2013
Asset category
Equity investments		59	%		61	%
Fixed income investments		37	%		36	%
Cash		4	%		3	%
Total assets		100	%		100	%

Cost of sales includes $9 million (2013 – $8 million) related to contributions to Norbord’s defined contribution pension plans.

NOTE 9. INCOME TAX

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the amounts used for income tax purposes.

The source of deferred income tax balances is as follows:

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Property, plant and equipment, differences in basis	$	(166	)	$	(166	)
Benefit of tax loss carryforwards		85			47
Other differences in basis		11			13
Net deferred income tax liabilities	$	(70	)	$	(106	)

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Deferred income tax assets	$	29		$	14
Deferred income tax liabilities		(99	)		(120	)
Net deferred income tax liabilities	$	(70	)	$	(106	)

As at December 31, 2014, the Company had the following approximate tax attributes available to carry forward:

	Amount (millions)	Latest Expiry Year
Tax loss carryforwards
Belgium	€34	Indefinite
Canada – non-capital loss	CAD$108	2034
Canada – capital loss	CAD$226	Indefinite
United States	US$133	2034

The loss carryforwards may be utilized over the next several years to eliminate cash taxes otherwise payable, and they will protect future cash flows. Certain deferred tax benefits relating to the above attributes have been included in deferred income taxes in the consolidated financial statements. At each balance sheet date, the Company assesses its deferred income tax assets and recognizes the amounts that, in the judgement of management, are probable to be utilized. During the year, the Company recognized $11 million in net deferred tax assets (2013 – $3 million) relating to prior years’ losses and temporary differences. The Company also recognized $2 million of net deferred tax assets (2013 – $3 million) related to items which were recorded in OCI.

The expiry date, if applicable, of the unrecognized deferred tax assets is as follows:

(US $ millions)	Dec 31, 2014		Dec 31, 2013
2018 – 2034	$	12	$	19
Do not expire		33		33
Total	$	45	$	52

The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax assets have not been recognized as at December 31, 2014 is $394 million (December 31, 2013 – $322 million).

Income tax (recovery) expense recognized in the statement of earnings comprises the following:

(US $ millions)	2014			2013
Current income tax	$	4		$	(1	)
Deferred income tax		(35	)		26
Income tax (recovery) expense	$	(31	)	$	25

Income tax (recovery) expense is calculated as follows:

(US $ millions)	2014			2013
Earnings before income tax	$	(5	)	$	174
Income tax expense at combined Canadian federal and provincial statutory rate of 27% (2013 – 27%)		(1	)		47
Effect of:
Rate differences on foreign activities		(17	)		(2	)
Recognition of the benefit of current year’s tax loss and other deferred tax assets		—			(6	)
Recognition of the benefit of prior years’ tax losses and other deferred tax assets		(11	)		(3	)
Foreign exchange gain		(3	)		(1	)
Recognition of non-recurring current income tax recovery		(2	)		(9	)
Other		3			(1	)
Income tax (recovery) expense	$	(31	)	$	25

Income tax recovery (expense) recognized in the statement of comprehensive income comprises the following:

(US $ millions)	2014			2013
Actuarial (loss) gain on post-employment obligations	$	(8	)	$	9
Tax		2			6
Net of tax	$	(6	)	$	15
Foreign currency translation (loss) gain on foreign operations	$	(23	)	$	7
Tax		—			(3	)
Net of tax	$	(23	)	$	4

NOTE 10. SHAREHOLDERS’ EQUITY

Share Capital

	2014				2013
	Shares (millions)		Amount (US $ millions)		Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of year		53.4	$	661		44.0	$	346
Dividend Reinvestment Plan		0.1		1		—		—
Issue of common shares		—		—		9.4		315
Common shares outstanding, end of year		53.5	$	662		53.4	$	661

As at December 31, 2014, the authorized capital stock of the Company is as follows: an unlimited number of Class A and Class B preferred shares, an unlimited number of non-voting participating shares and an unlimited number of common shares.

Contributed Surplus

Contributed surplus at December 31, 2014 comprises amounts related to compensation expense on stock options issued under the Company’s stock option plan.

Amendment to Warrant Indenture

On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 by executing a Supplemental Warrant Indenture to include a cashless exercise feature. This feature allowed warrant holders to elect to exercise their warrants on a cashless basis, and receive common shares based on the in-the-money value of their warrants. The warrants expired on December 24, 2013. In 2013, a total of 134.4 million warrants were exercised on a cashless basis resulting in the issuance of 8.4 million common shares. As required under IFRS, for the year ended December 31, 2013, the cashless exercise of the warrants resulted in:

• an increase in share capital of $298 million, representing the fair value on the date of exercise of the common shares issued in exchange for the in-the-money value of the warrants;

• a decrease in contributed surplus of $35 million, representing the book value of the warrants recorded at the time of their issuance; and

• a decrease in retained earnings of $263 million, reflecting the difference between these two amounts.

Stock Options

	2014				2013
	Options (millions)		Weighted Average Exercise Price (CAD $)		Options (millions)			Weighted Average Exercise Price (CAD $)
Balance, beginning of year		1.4	$	26.89		2.2		$	20.57
Options granted		0.2		30.41		0.1			30.71
Options exercised		—		—		(0.9	)		12.48
Balance, end of year		1.6	$	26.81		1.4		$	26.89
Exercisable at year-end		0.8	$	35.03		0.8		$	35.80

During the year, no stock options were exercised (2013 – 0.9 million stock options were exercised resulting in the issuance of 0.9 million common shares for total proceeds of $12 million).

Under the Company’s stock option plan, the Board of Directors may issue stock options to certain employees of the Company. These options vest over a five-year period and expire 10 years from the date of issue. In 2014, stock option expense of $1 million was recorded with a corresponding increase in contributed surplus (2013 – $1 million).

The following table summarizes the weighted average exercise prices and the weighted average remaining contractual life of the balances of stock options outstanding at December 31, 2014:

			Options Outstanding				Options Exercisable
Range of Exercise Prices (CAD $)	Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price (CAD $)		Options		Weighted Average Exercise Price (CAD $)
$6.50		74,000		4.09	$	6.50		74,000	$	6.50
$9.96–$12.05		416,000		7.07		9.98		114,000		10.00
$14.93		351,000		6.08		14.93		197,000		14.93
$18.21		191,000		5.09		18.21		128,000		18.21
$30.41–$31.06		334,472		8.73		30.52		21,994		30.71
$60.90		90,630		3.09		60.90		90,630		60.90
$91.60–$111.30		140,560		1.34		97.83		140,560		97.83
		1,597,662		6.10	$	26.81		766,184	$	35.03

Accumulated Other Comprehensive (Loss) Income

(US $ millions)	Dec 31, 2014			Dec 31, 2013
Foreign currency translation (loss) gain on foreign operations	$	(5	)	$	18
Net loss on hedge of net investment in foreign operations		(8	)		(8	)
Actuarial loss on post-employment obligations		(17	)		(11	)
Accumulated other comprehensive (loss) income, net of tax	$	(30	)	$	(1	)

Prior to 2014, actuarial gains and losses on post-employment obligations were recorded in retained earnings. Commencing in 2014, these actuarial gains and losses are being recorded in accumulated other comprehensive income (AOCI) based on further interpretation of IAS 19, Employee Benefits (amended). A transfer of $26 million was recorded from retained earnings to AOCI on January 1, 2013 to retrospectively reflect this change in accounting.

NOTE 11. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	2014		2013
Earnings available to common shareholders	$	26	$	149
Common shares (millions):
Weighted average number of common shares outstanding		53.4		51.0
Stock options1		0.5		0.6
Warrants1		—		1.8
Diluted number of common shares		53.9		53.4
Earnings per common share:
Basic	$	0.49	$	2.92
Diluted		0.48		2.79

¹  Outstanding stock options and warrants are dilutive when the weighted average daily closing share price for the period was greater than the exercise price for stock options and warrants. The warrants expired on December 24, 2013.

NOTE 12. SUPPLEMENTAL CASH FLOW INFORMATION

The net change in non-cash operating working capital balance comprises:

(US $ millions)	2014			2013
Cash provided by (used for):
Accounts receivable	$	10		$	(6	)
Inventory		1			(23	)
Accounts payable and accrued liabilities		(35	)		34
	$	(24	)	$	5

Cash interest and income taxes comprise:

(US $ millions)	2014			2013
Cash interest paid, net	$	30		$	32
Cash income taxes (received) paid, net		(3	)		10

Cash and cash equivalents comprise:

(US $ millions)	Dec 31, 2014		Dec 31, 2013
Cash	$	25	$	139
Cash equivalents		—		54
	$	25	$	193

NOTE 13. CAPITAL MANAGEMENT

Norbord’s capital management objective is to achieve top-quartile return on equity (ROE) and cash return on capital employed (ROCE) over the business cycle, among North American forest products companies, to enable it to retain access to public and private capital markets, subject to financial market conditions. This objective is unchanged from the prior year.

Norbord monitors its capital structure using two key measures of its relative debt position. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

Net debt to capitalization, book basis, is net debt divided by the sum of net debt and tangible net worth. Net debt consists of the principal value of long-term debt, including the current portion and bank advances (if any) less cash and cash equivalents. Consistent with the treatment under the Company’s financial covenants, letters of credit are included in net debt. Tangible net worth consists of shareholders’ equity.

Net debt to capitalization, market basis, is net debt divided by the sum of net debt and market capitalization. Net debt is calculated, as outlined above, under net debt to capitalization, book basis. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Market basis capitalization is intended to correct for the low historical book value of Norbord’s asset base relative to its fair value.

Norbord’s capital structure at period-end comprised the following:

(US $ millions)	Note	Dec 31, 2014			Dec 31, 2013
Long-term debt, principal value	6	$	440		$	440
Less: Cash and cash equivalents			(25	)		(193	)
Net debt			415			247
Add: Letters of credit			3			4
Net debt for financial covenant purposes			418			251
Shareholders’ equity			359			476
Add: IFRS transitional adjustments	6		21			21
Less: Other comprehensive income movement1			24			(5	)
Tangible net worth for financial covenant purposes			404			492
Total capitalization		$	822		$	743
Net debt to capitalization, book basis			51	%		34	%
Net debt to capitalization, market basis			26	%		14	%

¹  Cumulative subsequent to January 1, 2011 (note 6).

NOTE 14. FINANCIAL INSTRUMENTS

Norbord has exposure to market, commodity price, interest rate, currency, counterparty credit and liquidity risk. Norbord’s primary risk management objective is to protect the Company’s balance sheet, earnings and cash flow in support of achieving top-quartile return on equity (ROE) and cash return on capital employed (ROCE) among North American forest products companies.

Norbord’s financial risk management activities are governed by Board-approved financial policies that cover risk identification, tolerance, measurement, hedging limits, hedging products, authorization levels and reporting. Derivative contracts that are deemed to be highly effective in offsetting changes in the fair value, net investment or cash flows of hedged items are designated as hedges of specific exposures. Gains and losses on these instruments are recognized in the same manner as the item being hedged. Hedge ineffectiveness, if any, is measured and included in current period earnings.

Market Risk

Norbord purchases commodity inputs, issues debt at fixed and floating interest rates, invests surplus cash, sells product, purchases inputs in foreign currencies and invests in foreign operations. These activities expose the Company to market risk from changes in commodity prices, interest rates and foreign exchange rates, which affects the Company’s balance sheet, earnings and cash flows. The Company uses derivatives as part of its overall financial risk management policy to manage certain exposures to market risk that result from these activities.

Commodity Price Risk

Norbord is exposed to commodity price risk on most of its manufacturing inputs, which principally comprise wood fibre, resin and energy. These manufacturing inputs are purchased primarily on the open market in competition with other users of such resources, and prices are influenced by factors beyond Norbord’s control.

Norbord monitors market developments in all commodity prices to which it is materially exposed. No liquid futures markets exist for the majority of Norbord’s commodity inputs, but, where possible, Norbord will hedge a portion of its commodity price exposure up to Board-approved limits in order to reduce the potential negative impact of rising commodity input prices. Should Norbord decide to hedge any of this exposure, it will lock in prices directly with its suppliers or, if unfeasible, purchase financial hedges where liquid markets exist.

At December 31, 2014, Norbord has economically hedged approximately 20% of its 2015 expected natural gas consumption by locking in the price directly with its suppliers. Approximately 62% of Norbord’s electricity is purchased in regulated markets, and Norbord has hedged approximately 27% of its 2015 deregulated electricity consumption. While these contracts are derivatives, they are exempt from being accounted for as financial instruments as they were normal purchases for the purpose of receipt.

Interest Rate Risk

Norbord’s financing strategy is to access public and private capital markets to raise long-term core financing, and to utilize the banking market to provide committed standby credit facilities supporting its short-term cash flow needs. The Company has fixed-rate debt, which subjects it to interest rate price risk, and has floating-rate debt, which subjects it to interest rate cash flow risk. In addition, the Company invests surplus cash in bank deposits and short-term money market securities.

Currency Risk

Norbord’s foreign exchange exposure arises from the following sources:

• Net investments in foreign operations, limited to Norbord’s investment in its European operations which transact in both Pounds Sterling and Euros

• Net Canadian dollar-denominated monetary assets and liabilities

• Committed or anticipated foreign currency-denominated transactions, primarily Canadian dollar costs in Norbord’s Canadian operations and Euro revenues in Norbord’s UK operations

The Company may hedge up to 100% of its significant balance sheet foreign exchange exposures by entering into cross-currency swaps and forward foreign exchange contracts. The Company may also hedge a portion of future foreign currency-denominated cash flows, using forward foreign exchange contracts or options for periods of up to three years, in order to reduce the potential negative effect of a strengthening Canadian dollar versus the US dollar, or a weakening Euro versus the Pound Sterling.

Counterparty Credit Risk

Norbord invests surplus cash in bank deposits and short-term money market securities, sells its product to customers on standard market credit terms and uses derivatives to manage its market risk exposures. These activities expose the Company to counterparty credit risk that would result if the counterparty failed to meet its obligations in accordance with the terms and conditions of its contracts with the Company.

Norbord operates in a cyclical commodity business. Accounts receivable credit risk is mitigated through established credit management techniques, including conducting financial and other assessments to establish and monitor a customer’s creditworthiness, setting customer limits, monitoring exposures against these limits and, in some instances, purchasing credit insurance or obtaining trade letters of credit. At period-end, the key performance metrics on the Company’s accounts receivable are in line with prior periods. As at December 31, 2014, the provision for doubtful accounts was less than $1 million (December 31, 2013 – less than $1 million). In 2014, Norbord had one customer whose purchases represented greater than 10% of total sales.

Under an accounts receivable securitization program, Norbord has transferred substantially all of its present and future trade accounts receivable to a third-party trust, sponsored by a highly rated Canadian financial institution, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. At December 31, 2014, Norbord had no drawings (December 31, 2013 – no drawings) relating to this program. The fair value of the deferred purchase price approximates its carrying value as a result of the short accounts receivable collection cycle and negligible historical credit losses.

Surplus cash is only invested with counterparties meeting minimum credit quality requirements and issuer and concentration limits. Derivative transactions are executed only with approved high-quality counterparties under master netting agreements. The Company monitors and manages its concentration of counterparty credit risk on an ongoing basis.

The Company’s maximum counterparty credit exposure at year-end consisted of the carrying amount of cash and cash equivalents and accounts receivable, which approximate fair value, and the fair value of derivative financial assets.

Liquidity Risk

Norbord strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances. Management forecasts cash flows for its current and subsequent fiscal years in order to identify financing requirements. These requirements are then addressed through a combination of committed credit facilities and access to capital markets.

At period-end, Norbord had $25 million in cash and cash equivalents, $100 million undrawn under its accounts receivable securitization program and $242 million in unutilized committed revolving bank lines.

Financial Liabilities

The following table summarizes the aggregate amount of contractual future cash outflows for the Company’s financial liabilities:

	Payments Due by Period
(US $ millions)	2015		2016		2017		2018		2019		Thereafter		Total
Principal	$	—	$	—	$	200	$	—	$	—	$	240	$	440
Interest		29		29		21		13		13		13		118
Long-term debt, including interest	$	29	$	29	$	221	$	13	$	13	$	253	$	558

Note: The above table does not include pension and post-employment benefits plan obligations.

Non-Derivative Financial Instruments

The net book values and fair values of non-derivative financial instruments were as follows:

		Dec 31, 2014				Dec 31, 2013
(US $ millions)	Financial Instrument Category	Net Book Value		Fair Value		Net Book Value		Fair Value
Financial assets:
Cash and cash equivalents	Fair value through profit or loss	$	25	$	25	$	193	$	193
Accounts receivable	Loans and receivables		121		121		130		130
		$	146	$	146	$	323	$	323
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	181	$	181	$	206	$	206
Long-term debt	Other financial liabilities		434		451		433		462
Other liabilities	Other financial liabilities		31		31		27		27
		$	646	$	663	$	666	$	695

Derivative Financial Instruments

Canadian dollar monetary hedge

At year-end, the Company had a foreign currency forward contract representing a notional amount of CAD $9 million (December 31, 2013 – CAD $1 million) in place to buy US dollars and sell Canadian dollars with a maturity of January 2015. The fair value of this contract at year-end is an unrealized gain of less than $1 million (December 31, 2013 – an unrealized loss of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at year-end. During the year, realized gains on the Company’s matured hedges were $1 million (2013 – less than $1 million). A 1% change in the exchange rate would result in a less than $1 million impact.

Euro cash flow hedge

At year-end, the Company had foreign currency options representing a notional amount of €55 million (December 31, 2013 – €100 million) in place to buy Pounds Sterling and sell Euros with maturities between January 2015 and November 2015. The fair value of these contracts at period-end is less than $1 million (December 31, 2013 – less than $1 million). During the year, realized losses on the Company’s matured hedges were less than $1 million (2013 – less than $1 million). A 1% change in the exchange rate would result in a less than $1 million impact.

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and exchange rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument for the Company and counterparty when appropriate. Realized and unrealized gains and losses on derivative financial instruments are offset by realized and unrealized losses and gains on the underlying exposures being hedged.

NOTE 15. COMMITMENTS AND CONTINGENCIES

Income Tax

In the normal course of operations, the Company is subject to various uncertainties concerning the interpretation and application of tax laws in the filing of its tax returns in operating jurisdictions, which could materially affect the Company’s cash flows. There can be no assurance that the tax authorities will not challenge the Company’s filing positions.

Other

The Company has provided certain commitments and indemnifications, including those related to former businesses. The maximum amounts from many of these items cannot be reasonably estimated at this time. However, in certain circumstances, the Company has recourse against other parties to mitigate the risk of loss.

The Company has entered into various commitments as follows:

	Payments Due by Period
(US $ millions)	Less than 1 year		1–5 years		Thereafter		Total
Purchase obligations	$	56	$	110	$	—	$	166
Operating leases		4		5		—		9
	$	60	$	115	$	—	$	175

NOTE 16. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and recognized in the consolidated financial statements. The following transactions have occurred between the Company and its related parties during the normal course of business.

Warrants

On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million common shares (note 10). As a result, Brookfield’s ownership increased from 52% to approximately 59% of common shares outstanding.

Secondary Offering

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of Norbord’s common shares. Under the agreement, the syndicate agreed to purchase 3.3 million common shares at a purchase price of CAD $33.00 per common share. Brookfield offered 2.75 million shares and the Company’s senior management offered 0.55 million shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering of Norbord’s common shares, Brookfield’s ownership decreased from approximately 59% to 53% of the common shares outstanding. Norbord did not receive any proceeds from the offering.

Indemnity Commitment

As at December 31, 2014, total future costs related to a 1999 asset purchase agreement between the Company and Brookfield, for which Norbord provided an indemnity, are estimated at less than $1 million and are included in other liabilities in the consolidated balance sheets.

Other

The Company provided certain administrative services to Brookfield which were charged on a cost recovery basis. In addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2014, the fees for services rendered and the cost of goods purchased were less than $1 million (2013 – $3 million) and were charged at market rates.

Compensation of Key Management Personnel

The remuneration of Directors and other key management personnel was as follows:

(US $ millions)	2014		2013
Salaries, incentives and short-term benefits	$	2	$	4
Share-based awards		1		1
	$	3	$	5

NOTE 17. GEOGRAPHIC SEGMENTS

The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment and therefore include export sales.

								2014
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	688	$	510	$	—		$	1,198
Adjusted EBITDA1		54		47		(11	)		90
Depreciation		44		16		—			60
Investment in property, plant and equipment		59		19		—			78
Property, plant and equipment		671		129		—			800
								2013
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	879	$	464	$	—		$	1,343
Adjusted EBITDA1		255		46		(14	)		287
Depreciation		39		17		—			56
Investment in property, plant and equipment		64		19		—			83
Property, plant and equipment		656		138		—			794

¹ Adjusted EBITDA is earnings before finance costs, costs related to Ainsworth combination, costs on early debt extinguishment, income tax and depreciation.

NOTE 18. PENDING BUSINESS COMBINATION

On December 8, 2014, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they had entered into an arrangement agreement under which the Company will acquire all of the outstanding common shares of Ainsworth in an all-share transaction. Under the terms of the transaction, Ainsworth shareholders will receive 0.1321 of a share of the Company for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.

On January 27, 2015, the transaction was approved by the required majorities of shareholders of each of Ainsworth and the Company. The transaction remains subject to customary conditions to closing, including court approval of the plan of arrangement. The transaction is expected to close by the end of the first quarter of 2015.

The Company expects to elect not to account for the transaction as a business combination under IFRS 3 Business Combinations, as the transaction represents a reorganization of entities under common control of Brookfield. Accordingly, the combination is expected to be done on a book value basis and no adjustments are expected to be made to reflect fair values or to recognize any new assets or liabilities of either entity.

NOTE 19. PRIOR PERIOD COMPARATIVES

Certain 2013 figures have been reclassified to conform with the current year’s presentation.

Selected Quarterly Information

(unaudited)													2014
(in US $ millions, except per share information)	Q1			Q2			Q3			Q4			Total
Sales
North America	$	168		$	184		$	170		$	166		$	688
Europe		135			127			132			116			510
Total		303			311			302			282			1,198
Adjusted EBITDA
North America		17			24			7			6			54
Europe		13			12			11			11			47
Unallocated		(3	)		(3	)		(3	)		(2	)		(11	)
Total		27			33			15			15			90
Finance costs		(8	)		(7	)		(8	)		(7	)		(30	)
Costs related to Ainsworth combination		—			—			—			(5	)		(5	)
Costs on early debt extinguishment		—			—			—			—			—
Earnings before income tax and depreciation		19			26			7			3			55
Depreciation		(13	)		(15	)		(15	)		(17	)		(60	)
Income tax recovery		1			—			13			17			31
Earnings	$	7		$	11		$	5		$	3		$	26
Earnings per common share
Basic	$	0.13		$	0.21		$	0.09		$	0.06		$	0.49
Diluted		0.13			0.20			0.09			0.06			0.48
Dividends paid per common share	$	0.54		$	0.54		$	0.56		$	0.51		$	2.15
Cash (used for) provided by operating activities per share		(0.49	)		0.37			0.41			0.25			0.54
Return on capital employed		13	%		15	%		7	%		7	%		10	%
Net debt for financial covenant purposes	$	326		$	360		$	389		$	418
Tangible net worth for financial covenant purposes		470			453			429			404
Net debt to capitalization, market basis		18	%		19	%		22	%		26	%
Net debt to capitalization, book basis		41	%		44	%		48	%		51	%

This report makes use of non-IFRS measures as disclosed further in the Non-IFRS Financial Measures section of the MD&A.

(unaudited)													2013
(in US $ millions, except per share information)	Q1			Q2			Q3			Q4			Total
Sales
North America	$	251		$	248		$	197		$	183		$	879
Europe		114			117			114			119			464
Total		365			365			311			302			1,343
Adjusted EBITDA
North America		106			92			36			21			255
Europe		10			12			12			12			46
Unallocated		(5	)		(2	)		(3	)		(4	)		(14	)
Total		111			102			45			29			287
Finance costs		(9	)		(9	)		(9	)		(10	)		(37	)
Costs related to Ainsworth combination		—			—			—			—			—
Costs on early debt extinguishment		—			—			—			(20	)		(20	)
Earnings before income tax and depreciation		102			93			36			(1	)		230
Depreciation		(13	)		(15	)		(14	)		(14	)		(56	)
Income tax (expense) recovery		(22	)		(25	)		5			17			(25	)
Earnings	$	67		$	53		$	27		$	2		$	149
Earnings per common share
Basic	$	1.51		$	1.00		$	0.51		$	0.04		$	2.92
Diluted		1.26			0.99			0.50			0.04			2.79
Dividends paid per common share	$	—		$	0.59		$	0.56		$	0.56		$	1.78
Cash provided by operating activities per share		1.01			1.91			1.18			0.68			4.78
Return on capital employed		55	%		48	%		21	%		13	%		35	%
Net debt for financial covenant purposes	$	285		$	223		$	205		$	251
Tangible net worth for financial covenant purposes		488			520			519			492
Net debt to capitalization, market basis		21	%		15	%		12	%		14	%
Net debt to capitalization, book basis		37	%		30	%		28	%		34	%

This report makes use of non-IFRS measures as disclosed further in the Non-IFRS Financial Measures section of the MD&A.

Five-Year Historical Review

(unaudited) (in US $ millions, except per share information)	2014 IFRS			2013 IFRS			20122 IFRS			2011 IFRS			2010 CGAAP
EARNINGS
Sales1	$	1,198		$	1,343		$	1,149		$	965		$	962
Adjusted EBITDA		90			287			188			45			107
Finance costs		(30	)		(37	)		(37	)		(33	)		(34	)
Costs related to Ainsworth combination		(5	)		—			—			—			—
Costs on early debt extinguishment		—			(20	)		—			—			—
Provision for non-core operations		—			—			—			—			(8	)
Earnings before income tax and depreciation		55			230			151			12			65
Depreciation		(60	)		(56	)		(53	)		(51	)		(51	)
Income tax recovery (expense)		31			(25	)		(27	)		28			(1	)
Earnings	$	26		$	149		$	71		$	(11	)	$	13
Earnings per common share
Basic	$	0.49		$	2.92		$	1.63		$	(0.25	)	$	0.30
Diluted		0.48			2.79			1.56			(0.25	)		0.29
BALANCE SHEET
Current assets	$	275		$	454		$	351		$	278		$	291
Property, plant and equipment		800			794			764			787			814
Deferred income tax assets		29			14			8			—			—
Other assets		—			—			—			5			13
Total assets	$	1,104		$	1,262		$	1,123		$	1,070		$	1,118
Current liabilities	$	181		$	206		$	173		$	404		$	164
Long-term debt		434			433			433			265			503
Other liabilities		31			27			42			40			35
Deferred income tax liabilities		99			120			90			61			85
Shareholders’ equity		359			476			385			300			331
Total liabilities and shareholders’ equity	$	1,104		$	1,262		$	1,123		$	1,070		$	1,118
CASH FLOW
Cash provided by (used for) operating activities	$	29		$	244		$	136		$	(13	)	$	127
Investment in property, plant and equipment		(81	)		(79	)		(22	)		(23	)		(14	)
Other investing activities		—			—			3			(1	)		6
Dividends		(115	)		(91	)		—			—			—
Debt issue costs		(1	)		(5	)		(5	)		(1	)		(2	)
Costs on early debt extinguishment		—			(17	)		—			—			—
Debt (repaid) incurred, net		—			—			(71	)		10			(28	)
Issue of shares		—			13			4			—			2
(Decrease) increase in cash and cash equivalents	$	(168	)	$	65		$	45		$	(28	)	$	91
PER COMMON SHARE
Dividends paid	$	2.15		$	1.78		$	—		$	—		$	—
Stock price (TSX) (CAD $)
High		32.92			37.55			30.65			16.44			21.45
Low		20.82			25.41			8.28			7.13			10.70
Close		26.34			33.86			30.19			8.10			14.65

¹ Outbound freight costs are no longer netted against sales; 2010 restated as a result of the adoption of IFRS.

² Figures have been restated for the adoption of the amendments to IAS 19.

This report makes use of non-IFRS measures as disclosed further in the Non-IFRS Financial Measures section of the MD&A.

Principal Operating Interests

Information regarding Norbord’s estimated annual production capacity is set forth in the following table. The estimated annual production capacity is based on normal operating rates and normal production mixes under current market conditions, taking into account known constraints, such as permit restrictions. Factors such as market conditions, fluctuations in raw material availability, mechanical interruptions and the nature of current orders may cause actual production rates and mixes to vary significantly from the estimated production rates and mixes used to derive the estimated annual capacities shown.

(unaudited)	Estimated Annual Capacity at Year-End
(MMsf–3/8”)	2014
OSB
Bemidji, Minnesota		470
Cordele, Georgia		990
Genk, Belgium1		450
Guntown, Mississippi		450
Huguley, Alabama2		500
Inverness, Scotland1		395
Jefferson, Texas		415
Joanna, South Carolina1		650
La Sarre, Quebec		375
Nacogdoches, Texas		380
Val-d’Or, Quebec2		340
		5,415
Particleboard
Cowie, Scotland1		405
South Molton, England		160
		565
MDF
Cowie, Scotland		380
		380
Total Panels		6,360

¹  Capacity increased effective December 31, 2014 based on recent capital investments and improved efficiency.

²  In January 2009, Norbord indefinitely curtailed production at its Huguley OSB mill. In July 2012, Norbord indefinitely curtailed production at its Val-d’Or OSB mill. Combined, these mills represent 840 MMsf–3/8” of annual production capacity.

Glossary

m³: Cubic metre. A measure of volume equal to approximately 1,130 square feet (3/8-inch basis).

MDF: Medium density fibreboard. A panelboard produced by chemically bonding highly refined wood fibres of uniform size under heat and pressure.

Msf (MMsf): Measurement for panel products equal to a thousand (million) square feet. This measurement is calculated on either a 3/8-inch or 7/16-inch thick basis.

OSB: Oriented strand board. An engineered structural wood panel produced by chemically bonding wood strands in a uniform direction under heat and pressure.

Panelboard: Oriented strand board, particleboard, medium density fibreboard and plywood.

Particleboard: A panelboard produced by chemically bonding clean sawdust, small wood particles and recycled wood fibre under heat and pressure.

Plywood: A panelboard produced by chemically bonding thin layers of solid wood veneers.

Board of Directors

Jack L. Cockwell	Robert J. Harding	Denis A. Turcotte
Director since 1987 Group Chair, Brookfield Asset Management Inc.	Chair Director since 1998 Corporate Director	Director since 2012 President and Chief Executive Officer, North Channel Management and North Channel Capital Partners
Dian N. Cohen	Neville W. Kirchmann	James D. Wallace
Director since 1987 Corporate Director and Economics Consultant	Director since 2007 President, Kirchmann Holdings Ltd.	Director since 2012 President, Pioneer Construction Inc.
Pierre Dupuis	J. Barrie Shineton	Peter C. Wijnbergen
Director since 1995 Corporate Director	Vice Chair Director since 2004 Corporate Director	Director since 2014 President and Chief Executive Officer, Norbord Inc.
Jon S. Haick
Director since 2012
Senior Managing Partner, Brookfield Asset Management Inc. and Chief Executive Officer, Brookfield Europe

Additional details on Norbord’s current Directors are provided in the Management Proxy Circular dated March 3, 2014. Details on Norbord’s Directors following the closing of the merger with Ainsworth are provided in the Joint Management Information Circular dated December 18, 2014. These documents are available on Norbord’s website at www.norbord.com.

Senior Management

Robert J. Harding	Karl R. Morris	James L. Black
Chair	Senior Vice President,	Vice President,
	Europe	Operations West
J. Barrie Shineton	Nigel A. Banks	Kevin J. Burke
Vice Chair	Senior Vice President,	Vice President,
	Corporate Services	Operations East
Peter C. Wijnbergen	Michael J. Dawson	Alan G. McMeekin
President and	Vice President,	Vice President,
Chief Executive Officer	Sales, Marketing and Logistics	Operations and Finance Europe
Robin E. Lampard
Senior Vice President and
Chief Financial Officer

IBC

Corporate Information

Norbord Inc.

1 Toronto Street, Suite 600

Toronto, Ontario

M5C 2W4

416-365-0705 or

1-888-667-2673

www.norbord.com

info@norbord.com

TSX stock symbol: NBD

Sales

Toronto, Ontario

416-365-0705

1-800-387-1740

Cowie, Scotland

011-44-1786-819220

Media and Investor Relations

Heather Colpitts

Manager, Corporate Affairs

416-365-0705

info@norbord.com

Investor Information

2015 Financial Calendar
Norbord Year-End	December 31
(dates on or about)
Q1 Earnings Release	April 30, 2015
Q2 Earnings Release	July 30, 2015
Q3 Earnings Release	October 30, 2015
Q4 and 2015 Year-End	January 27, 2016

Shareholder Information

Transfer Agent & Registrar

CST Trust Company

320 Bay Street

Toronto, Ontario

M5H 4A6

416-682-3860 or

1-800-387-0825

inquiries@canstockta.com

To receive additional copies of this report, please contact us at 1-888-667-2673, 416-365-0705 or info@norbord.com.

EX-99.47

Exhibit 99.47

KPMG LLP
Bay Adelaide Centre	Telephone	(416) 777-8500
333 Bay Street Suite 4600	Fax	(416) 777-8818
Toronto ON M5H 2S5	Internet	www.kpmg.ca
Canada

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Norbord Inc.

We consent to the inclusion in this registration statement on Form 40-F of:

• our report dated January 27, 2016 to the shareholders of Norbord Inc. (the “Company”) ,on the consolidated financial statements of the Company comprising the consolidated balance sheets of the Company as at December 31, 2015, December 31, 2014 and January 1, 2014, the consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two year period ended December 31, 2015, and notes, comprising a summary of significant accounting policies and other explanatory information; and

• our report dated January 27, 2015 to the shareholders of the Company on the consolidated financial statements of the Company comprising the consolidated balance sheets of the Company as at December 31, 2014 and December 31, 2013, the consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two year period ended December 31, 2014, and notes, comprising a summary of significant accounting policies and other explanatory information;

each of which is contained in this registration statement on Form 40-F of the Company dated February 9, 2016.

Our report dated January 27, 2016 contains an explanatory paragraph that states that the comparative figures as at December 31, 2014 and January 1, 2014, and for the year ended December 31, 2014 have been restated to give retrospective effect to the common control merger of Norbord Inc. and Ainsworth Lumber Co. Ltd. as if they had always been combined.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

February 9, 2016

Toronto, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

EX-99.48

Exhibit 99.48

Independent Auditor’s Consent

We consent to the use in the Registration Statement of Norbord Inc. on Form 40-F of our report dated February 26, 2015 relating to the consolidated financial statements of Ainsworth Lumber Co. Ltd. as at and for the years ended December 31, 2014 and December 31, 2013 to the use and the incorporation by reference in this Registration Statement on Form 40-F dated February 9, 2016.

/s/ Deloitte LLP

Chartered Professional Accountants

February 9, 2016

Vancouver, Canada