6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2016

Commission File Number: 001-37694

NORBORD INC.

(Translation of the registrant’s name into English)

1 Toronto Street, Suite 600, Toronto, Ontario, Canada, M5C 2W4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ¨            Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

The following documents, which are attached as exhibits hereto, are incorporated by reference herein:

Exhibit	Title
99.1	Press Release, dated April 29, 2016.
99.2	Unaudited Condensed Interim Consolidated Financial Statements.
99.3	Management’s Discussion and Analysis.
99.4	Form S2 - 109F2 - Certification of Interim Filings – CEO.
99.5	Form S2 - 109F2 - Certification of Interim Filings – CFO.

SIGNATURES

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

	NORBORD INC.
Date: April 29, 2016	By:	/s/ Elaine Toomey
		Name: Elaine Toomey
		Title: Assistant Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

NORBORD REPORTS FIRST QUARTER 2016 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.

Q1 2016 HIGHLIGHTS

• Adjusted earnings of $0.23 per diluted share, a $0.39 improvement over Q1 2015

• Adjusted EBITDA of $61 million, $45 million higher than Q1 2015

• Norbord shares began trading on New York Stock Exchange; ticker symbol now “OSB”

• Captured $22 million in cumulative merger synergies ($32 million annualized), 70% of $45 million total commitment

• Realized $9 million in Margin Improvement Program gains

• North American manufacturing costs decreased 8% year-over-year

• Declared quarterly dividend of CAD $0.10 per share to shareholders of record on June 1, 2016

TORONTO, ON (April 29, 2016) – Norbord Inc. (TSX and NYSE: OSB) today reported Adjusted EBITDA of $61 million for the first quarter of 2016 versus $16 million in the first quarter of 2015 and $57 million in the fourth quarter of 2015. The year-over-year improvement is primarily due to higher North American oriented strand board (OSB) prices and shipment volumes as well as lower resin prices and the weaker Canadian dollar. North American operations generated Adjusted EBITDA of $53 million in the quarter compared to $11 million in the same quarter last year and $51 million in the prior quarter. European operations delivered Adjusted EBITDA of $10 million, $3 million higher than the same quarter last year and in line with the prior quarter.

“Our first quarter Adjusted EBITDA result is almost a four-fold increase from a year ago. I’m also encouraged by the sequential improvement despite the seasonally lower North American benchmark OSB prices,” said Peter Wijnbergen, Norbord’s President and CEO. “Our mills in both North America and Europe continued to deliver strong operational results, generating $9 million in Margin Improvement Program gains. In the 12 months since our merger with Ainsworth, we have captured $32 million in annualized synergies and remain on track to deliver our full $45 million target by the end of 2016.”

“The pace of US housing starts is 14% higher than this time last year and single-family building activity is up even more. North American OSB demand continues to grow, sales to all our key customer segments are improving and our order files are strong. Benchmark OSB prices are currently up 16% since their February low as the seasonal pick-up in demand begins to materialize.”

“In Europe, our panel business delivered another solid quarter with $10 million of Adjusted EBITDA, reflecting sales growth and record utilization at our mills. OSB prices continued to rise on the continent and are now starting to turn up in the UK. Work is underway on our $135 million capital investment to modernize and expand our Inverness, Scotland OSB mill, with construction commencing this quarter.”

Norbord recorded Adjusted earnings of $20 million or $0.23 per share (basic and diluted) in the current quarter compared to an Adjusted loss of $14 million or $0.16 per share in the same quarter last year and Adjusted earnings of $16 million or $0.19 per share in the prior quarter. Adjusted earnings/loss exclude non-recurring items and use a normalized income tax rate:

$ millions	Q1-2016			Q4-2015			Q1-2015
Earnings (loss)		23			13			(37	)
Adjust for:
Ainsworth merger transaction costs		—			—			7
Costs to achieve merger synergies		1			3			1
Revaluation loss on Ainsworth Notes		—			—			24
Reported income tax expense (recovery)		3			6			(14	)
Adjusted pre-tax earnings (loss)		27			22			(19	)
Income tax (expense) recovery at statutory rate		(7	)		(6	)		5
Adjusted earnings (loss)		20			16			(14	)

Market Conditions

In North America, the seasonally-adjusted annual pace of US housing starts in March was 14% higher than the same month last year. The pace of single-family starts, which use approximately three times more OSB than multi-family, increased by 23%. The consensus forecast from US housing economists is for approximately 1.23 million starts in 2016, which suggests an 11% year-over-year improvement.

First quarter North American benchmark OSB prices were below the levels seen in the fourth quarter of 2015, but were significantly higher than a year ago as new home construction activity and OSB demand continued to improve. OSB prices moderated somewhat in February before recovering in March as the spring building season ramped up, and the North Central benchmark price finished the quarter at $225 per thousand square feet (Msf) (7/16-inch basis). The North Central benchmark price averaged $226 per Msf for the quarter, compared to $242 per Msf in the previous quarter and $193 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, prices averaged $215 per Msf in the quarter, compared to $221 in the prior quarter and $175 in the same quarter last year. In the Western Canada region, where approximately 30% of Norbord’s North American capacity is located, prices averaged $191 per Msf in the quarter, compared to $204 in the previous quarter and $159 in the same quarter last year.

In Europe, Norbord’s core panel markets in the UK and Germany experienced strong demand growth in the quarter. First quarter average panel prices were 4% lower than the same quarter last year and in line with the previous quarter. OSB prices bottomed in the UK and continued to rise on the continent, resulting in average prices that were 3% lower year-over-year but 5% higher than the prior quarter. Medium density fibreboard (MDF) and particleboard prices, however, were still under pressure in the quarter on increased import competition, and were 5% lower year-over-year and 3% lower quarter-over-quarter.

Performance

North American OSB shipments increased 7% year-over-year due to fewer maintenance shuts and improved mill productivity. Shipments were 8% lower quarter-over-quarter as there were 12 fewer fiscal days than the prior quarter.

Norbord’s operating North American OSB mills produced at 92% of stated capacity (excluding the two curtailed mills in Huguley, Alabama and Val-d’Or, Quebec), up from 86% in the same quarter last year

and 84% in the prior quarter. Capacity utilization increased versus both comparative periods due to fewer maintenance shutdown days, with improved productivity having additional impact year-over-year.

Norbord’s North American OSB cash production costs per unit (before mill profit share) decreased 8% compared to the same quarter last year due to the weaker Canadian dollar, lower resin prices, improved raw material use and increased productivity. Unit costs decreased by 4% versus the prior quarter due to fewer maintenance shuts, lower labour and benefits costs and the weaker Canadian dollar, which were partially offset by the lower volume impact of fewer fiscal days in the current quarter.

In Europe, Norbord’s shipments were 3% higher than the same quarter last year and 2% higher versus the prior quarter. The European mills produced at 100% of stated capacity in the quarter compared to 94% in the same quarter last year and 95% in the prior quarter. Capacity utilization increased due to improved productivity year-over-year and fewer maintenance shutdown days versus the prior quarter.

Norbord’s mills delivered Margin Improvement Program (MIP) gains of $9 million in the quarter from improved productivity and lower raw material use as well as merger synergies and returns on recent capital investments. MIP gains are measured relative to the prior year at constant prices and exchange rates.

In January 2016, the Board of Directors approved a $135 million investment over the next two years to modernize and expand the Company’s Inverness, Scotland OSB mill. Key supplier negotiations and site preparation activities commenced during the quarter with construction work to start in the second quarter. The Company has decided to move the unused second press from its Grande Prairie, Alberta mill for use in the Inverness project, which is expected to shorten the project timeline by up to six months. Norbord expects the new line to start up in the second half of 2017, with no disruption to existing production capacity in the interim. Capital spending for the Inverness project is expected to be $45 million in 2016.

Capital investments were $11 million in the first quarter, in line with the same quarter last year, but $16 million lower than the prior quarter due to the larger scope of capital projects undertaken in the prior quarter. Norbord’s 2016 capital expenditure budget is $75 million (excluding the Inverness project) and includes further process debottlenecking and manufacturing cost reduction projects under the Company’s multi-year capital reinvestment strategy.

Operating working capital was $172 million at quarter-end compared to $146 million at the end of the same quarter last year and $125 million at year-end 2015. Working capital increased year-over-year due to higher North American sales volume, higher OSB prices, better weather this year for building seasonal log inventory at the northern mills and the continued ramp-up of production at the High Level, Alberta mill. The quarter-over-quarter increase was due to higher North American sales volume and the usual seasonal reasons, including log inventory builds in the northern mills.

At quarter-end, Norbord had unutilized liquidity of $321 million, consisting of $14 million in cash and $307 million in unused credit lines. At quarter-end, $55 million was drawn under the accounts receivable securitization program. The Company’s tangible net worth was $740 million and net debt to total capitalization on a book basis was 50%. Both ratios remain well within bank covenants.

New York Stock Exchange Listing

On February 19, 2016, Norbord’s shares began trading on the New York Stock Exchange (NYSE) under the symbol “OSB”. In conjunction with the NYSE listing, the Company changed its Toronto Stock Exchange ticker symbol to “OSB”.

Dividend

The Board of Directors declared a quarterly dividend of CAD $0.10 per common share, payable on June 21, 2016 to shareholders of record on June 1, 2016.

Norbord’s dividends are declared in Canadian dollars. Registered and beneficial shareholders may opt to receive their dividends in either Canadian dollars or the US dollar equivalent. Unless they request the US dollar equivalent, shareholders will continue to receive dividends in Canadian dollars. The US dollar equivalent of the dividend will be based on the Bank of Canada noon exchange rate on the record date or, if the record date falls on a weekend or holiday, on the Bank of Canada noon exchange rate of the preceding business day.

Registered shareholders wishing to receive the US dollar dividend equivalent should contact Norbord’s transfer agent, CST Trust Company, by phone at 1-800-387-0825 or by email at inquiries@canstockta.com. Beneficial shareholders (i.e., those holding their Norbord shares with their brokerage) should contact the broker with whom their shares are held.

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 Q1 2016 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), EDGAR (www.sec.gov) and are available in the investor section of the Company’s website at www.norbord.com. Shareholders may receive a hard copy of Norbord’s audited annual financial statements free of charge upon request. 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, April 29, 2016 at 2:00 p.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 28, 2016 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 7652934. 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 $1.7 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 and New York Stock Exchange under the symbol “OSB”.

-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 and Q1 2016 Management’s Discussion and Analysis dated April 28, 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 the Non-IFRS Financial Measures section in Norbord’s 2015 Management’s Discussion and Analysis dated January 27, 2016 and Q1 2016 Management’s Discussion and Analysis dated April 28, 2016 for a quantitative reconciliation of Adjusted EBITDA and adjusted earnings (loss) to earnings (the most directly comparable IFRS measure).

Peter Wijnbergen

President & CEO

April 29, 2016

To Our Shareholders,

The momentum of the strong second half of 2015 continued into the first quarter of 2016, with North American benchmark OSB prices 17% higher than the same period last year. Our mills ran well and we made good progress on our key priorities.

Financial highlights

Adjusted EBITDA was $61 million, an almost four-fold increase from the same quarter last year on improving OSB prices. Norbord’s operational strengths are also evident in our financial results this quarter with a further 7% Adjusted EBITDA increase from our strong fourth quarter performance, despite seasonally lower North American benchmark OSB prices. Our mills in both North America and Europe delivered strong operational performance, which helped lower our manufacturing costs and generate Margin Improvement gains of $9 million. In Europe, our panel business delivered yet another quarter of $10 million of Adjusted EBITDA.

Our balance sheet is strengthening alongside our improving financial results. Today we have more than $300 million in liquidity and our ratio of net debt to trailing EBITDA is improving rapidly.

February 19^th marked a big milestone when we dual-listed Norbord’s shares on the New York Stock Exchange (NYSE), reflecting the evolution of the Company and our growing US investor base. The NYSE listing expands access to US investors who might not otherwise buy Canadian-listed stocks. We want to make investing in Norbord as easy as possible for all shareholders and we believe this will add liquidity and value for our shareholders over time. While it is still early days, we have been encouraged by the trading volumes we have seen so far.

Following our listing on the NYSE, BMO Capital Markets and CIBC World Markets initiated research coverage of Norbord. We are pleased that the Company is garnering increased analyst attention and interest.

Priority initiatives

It has been 12 months since our merger with Ainsworth and we remain ahead of schedule on our ambitious integration and synergies target. During the quarter, we made progress on a number of operational initiatives, including reducing press cycle times and standardizing reliability programs across our mills. We have captured $22 million ($32 million annualized) in cumulative synergies to-date, or 70% of our overall $45 million target. Meeting our integration goals will remain a key priority and we are confident we can deliver on our full synergies target by year-end.

In January, we announced a major investment in our Inverness, Scotland OSB mill. This is a key element of our strategy for further value creation that will make our already strong European business an even more meaningful part of our financial results. During the first quarter, project execution began in earnest, including site preparation and equipment procurement. We have now made the decision to move to Inverness a never-used continuous press from our Grande Prairie, Alberta mill. Deploying this equipment at Inverness will enable us to shorten our construction timetable and will positively impact the already compelling economics of the project. The total project budget is $135 million and we expect the expanded mill to come online in the second half of 2017. We will continue to run the existing production lines until the new line ramps up, ensuring we can serve our customers without disruption.

Looking ahead

The market and economic trends which influence our business are favourable. The US housing market continues to gradually recover and has further running room. While the March housing starts headline number may seem disappointing, we are encouraged by the details. The pace of housing starts was up 14% over the same period last year and single-family building activity grew 23%, with the more volatile multi-family component – which uses less OSB – showing slower growth. OSB demand has been steadily increasing and our strong order files reflect the seasonal pick-up in demand we typically experience at this time of the year.

Our sales volumes also continue to grow in our key European markets of the UK and Germany, a trend which we expect will extend throughout the year. The Pound Sterling has been under pressure due to uncertainty stemming from the upcoming “Brexit” referendum on the potential UK withdrawal from the European Union, and this is favourable to our mostly UK-based business.

Our priorities for the remainder of the year are unchanged: continue to operate our mills efficiently, deliver gains through ongoing margin improvement and merger synergies, and progress our value enhancement initiatives. We believe it is a great time to be invested in Norbord, and thank our shareholders for your support of the Company.

Peter Wijnbergen

President & CEO

This letter includes 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,” “suggest,” “support,” “believe,” “should,” “potential,” “likely,” “continue,” “forecast,” “plan,” “indicate,” “consider,” “future,” or variations of such words and phrases or statements that certain actions “may,” “could,” “must,” “would,” “might,” or “will” be undertaken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Norbord to be materially different from any future results,

performance or achievement expressed or implied by the forward-looking statements. See the cautionary language in the Forward-Looking Statements section of the 2015 Management’s Discussion and Analysis dated January 27, 2016 and Q1 2016 Management’s Discussion and Analysis dated April 28, 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. Adjusted EBITDA is a non-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 the Non-IFRS Financial Measures section in Norbord’s 2015 Management’s Discussion and Analysis dated January 27, 2016 and Q1 2016 Management’s Discussion and Analysis dated April 28, 2016 for a quantitative reconciliation of Adjusted EBITDA to earnings (the most directly comparable IFRS measure).

Consolidated Balance Sheets

(Unaudited) (US $ millions)	Mar 26, 2016		Dec 31, 2015
Assets
Current assets
Cash	$	14	$	9
Accounts receivable		153		135
Inventory		209		181
Prepaids		9		10
		385		335
Non-current assets
Property, plant and equipment		1,246		1,260
Deferred income tax assets		5		5
Other assets		34		33
		1,285		1,298
	$	1,670	$	1,633
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	199	$	201
Tax payable		1		—
Current portion of long-term debt		200		—
		400		201
Non-current liabilities
Long-term debt		545		745
Other long-term debt		55		30
Other liabilities		36		31
Deferred income tax liabilities		107		107
		743		913
Shareholders’ equity		527		519
	$	1,670	$	1,633

Consolidated Statements of Earnings

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions, except per share information)	Q1 2016			Q1 2015
Sales	$	384		$	351
Cost of sales		(322	)		(333	)
General and administrative expenses		(2	)		(3	)
Depreciation and amortization		(21	)		(21	)
Operating income (loss)		39			(6	)
Non-operating (expense) income:
Finance costs		(13	)		(14	)
Foreign exchange loss on Ainsworth Notes		—			(28	)
Gain on derivative financial instrument on Ainsworth Notes		—			4
Merger transaction costs		—			(7	)
Earnings (loss) before income tax		26			(51	)
Income tax (expense) recovery		(3	)		14
Earnings (loss)	$	23		$	(37	)
Earnings (loss) per common share
Basic and Diluted	$	0.27		$	(0.43	)

Consolidated Statements of Comprehensive Income

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Q1 2016			Q1 2015
Earnings (loss)	$	23		$	(37	)
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(4	)		(2	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(5	)		(45	)
Other comprehensive loss, net of tax		(9	)		(47	)
Comprehensive income (loss)	$	14		$	(84	)

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Q1 2016			Q1 2015
Share capital
Balance, beginning of period	$	1,334		$	1,331
Issue of common shares upon exercise of options and
Dividend Reinvestment Plan		1			1
Balance, end of period	$	1,335		$	1,332
Merger reserve
Balance, beginning and end of period	$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of period	$	10		$	9
Stock-based compensation		—			1
Balance, end of period	$	10		$	10
Retained deficit
Balance, beginning of period	$	(559	)	$	(463	)
Earnings (loss)		23			(37	)
Common share dividends		(7	)		(11	)
Balance, end of period(i)	$	(543	)	$	(511	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(170	)	$	(122	)
Other comprehensive loss		(9	)		(47	)
Balance, end of period	$	(179	)	$	(169	)
Shareholders’ equity	$	527		$	566
(i)       Retained earnings comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings		(280	)		(248	)
	$	(543	)	$	(511	)

Consolidated Statements of Cash Flows

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Q1 2016			Q1 2015
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)	$	23		$	(37	)
Items not affecting cash:
Depreciation and amortization		21			21
Deferred income tax		2			(11	)
Gain on derivative financial instrument on Ainsworth Notes		—			(4	)
Foreign exchange loss on Ainsworth Notes		—			28
Other items		9			—
		55			(3	)
Net change in non-cash operating working capital balances		(53	)		(48	)
Net change in tax payable (receivable)		1			(1	)
		3			(52	)
Investing activities
Investment in property, plant and equipment		(13	)		(13	)
Investment in intangible assets		(1	)		(1	)
		(14	)		(14	)
Financing activities
Common share dividends paid		(6	)		(11	)
Accounts receivable securitization drawings, net		25			45
Bank advances		—			3
		19			37
Foreign exchange revaluation on cash and cash equivalents held		(3	)		(12	)
Cash and cash equivalents
Increase (decrease) during period		5			(41	)
Balance, beginning of period		9			92
Balance, end of period	$	14		$	51

EX-99.2

Exhibit 99.2

Consolidated Balance Sheets

(Unaudited) (US $ millions)	Note		Mar 26, 2016		Dec 31, 2015
Assets
Current assets
Cash			$	14	$	9
Accounts receivable		3		153		135
Inventory		4		209		181
Prepaids				9		10
				385		335
Non-current assets
Property, plant and equipment				1,246		1,260
Deferred income tax assets				5		5
Other assets		5		34		33
				1,285		1,298
			$	1,670	$	1,633
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities			$	199	$	201
Tax payable				1		—
Current portion of long-term debt		6		200		—
				400		201
Non-current liabilities
Long-term debt		6		545		745
Other long-term debt		3		55		30
Other liabilities		7		36		31
Deferred income tax liabilities				107		107
				743		913
Shareholders’ equity		8		527		519
			$	1,670	$	1,633

(See accompanying notes)

1

Consolidated Statements of Earnings

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions, except per share information)	Note		Q1 2016			Q1 2015 (notes 2(b) and 14(a))
Sales		13	$	384		$	351
Cost of sales				(322	)		(333	)
General and administrative expenses				(2	)		(3	)
Depreciation and amortization		13		(21	)		(21	)
Operating income (loss)				39			(6	)
Non-operating (expense) income:
Finance costs				(13	)		(14	)
Foreign exchange loss on Ainsworth Notes				—			(28	)
Gain on derivative financial instrument on Ainsworth Notes				—			4
Merger transaction costs		1		—			(7	)
Earnings (loss) before income tax				26			(51	)
Income tax (expense) recovery				(3	)		14
Earnings (loss)			$	23		$	(37	)
Earnings (loss) per common share Basic and Diluted		9	$	0.27		$	(0.43	)

(See accompanying notes)

Consolidated Statements of Comprehensive Income

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Q1 2016			Q1 2015 (notes 2(b) and 14(b))
Earnings (loss)	$	23		$	(37	)
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		(4	)		(2	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(5	)		(45	)
Other comprehensive loss, net of tax		(9	)		(47	)
Comprehensive income (loss)	$	14		$	(84	)

(See accompanying notes)

2

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Note		Q1 2016			Q1 2015 (notes 2(b) and 14(c))
Share capital
Balance, beginning of period			$	1,334		$	1,331
Issue of common shares upon exercise of options and Dividend Reinvestment Plan		8		1			1
Balance, end of period			$	1,335		$	1,332
Merger reserve
Balance, beginning and end of period		8	$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of period			$	10		$	9
Stock-based compensation		8		—			1
Balance, end of period			$	10		$	10
Retained deficit
Balance, beginning of period			$	(559	)	$	(463	)
Earnings (loss)				23			(37	)
Common share dividends				(7	)		(11	)
Balance, end of period(i)			$	(543	)	$	(511	)
Accumulated other comprehensive loss
Balance, beginning of period			$	(170	)	$	(122	)
Other comprehensive loss				(9	)		(47	)
Balance, end of period		8	$	(179	)	$	(169	)
Shareholders’ equity			$	527		$	566

(See accompanying notes)

(i)   Retained earnings comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings		(280	)		(248	)
	$	(543	)	$	(511	)

3

Consolidated Statements of Cash Flows

(Unaudited) Quarters ended Mar 26 and Mar 28 (US $ millions)	Note		Q1 2016			Q1 2015 (notes 2(b) and 14(d))
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings (loss)			$	23		$	(37	)
Items not affecting cash:
Depreciation and amortization				21			21
Deferred income tax				2			(11	)
Gain on derivative financial instrument on Ainsworth Notes				—			(4	)
Foreign exchange loss on Ainsworth Notes				—			28
Other items		10		9			—
				55			(3	)
Net change in non-cash operating working capital balances		10		(53	)		(48	)
Net change in tax payable (receivable)				1			(1	)
				3			(52	)
Investing activities
Investment in property, plant and equipment				(13	)		(13	)
Investment in intangible assets				(1	)		(1	)
				(14	)		(14	)
Financing activities
Common share dividends paid				(6	)		(11	)
Accounts receivable securitization drawings, net		3		25			45
Bank advances				—			3
				19			37
Foreign exchange revaluation on cash and cash equivalents held				(3	)		(12	)
Cash and cash equivalents
Increase (decrease) during period				5			(41	)
Balance, beginning of period				9			92
Balance, end of period			$	14		$	51

(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” and the “Company” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, 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) and began trading on the New York Stock Exchange (NYSE) on February 19, 2016. The ticker symbol on both exchanges is “OSB”. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto, Ontario, Canada.

On March 31, 2015, the Norbord completed its merger with Ainsworth Lumber Co. Ltd. (Ainsworth) and Ainsworth became a wholly-owned subsidiary of Norbord.

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 condensed consolidated interim financial statements (interim financial statements) have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting 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, 2015, 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 International Financial Reporting Standards (IFRS) and should be read in conjunction with the Company’s 2015 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 April 28, 2016.

(b) Basis of Presentation

These interim 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 14 for reconciliations of restated prior period financial statement figures.

5

(c) Future Changes in Accounting Policies

(i) Income Taxes

In January 2016, the International Accounting Standards Board (IASB) issued amendments to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for the year ending January 1, 2017 and the Company is currently assessing the impact of these amendments on its financial statements.

(ii) Cash Flow Statement Disclosure

In January 2016, the IASB issued an amendment to IAS 7, Statement of Cash Flows, introducing additional disclosure requirements for liabilities arising from financing activities. The amendments are effective for the year ending January 1, 2017 and the Company is currently assessing the impact of this amendment on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has a $125 million multi-currency 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 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 $139 million (December 31, 2015 – $122 million) in trade accounts receivable, and Norbord recorded drawings of $55 million as Other long-term debt (December 31, 2015 – $30 million) relating to this financing program. The level of trade 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 utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as Finance costs. During the quarter, the utilization charge ranged from 1.5% to 2.0%.

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 28, 2016, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Mar 26, 2016		Dec 31, 2015
Raw materials	$	78	$	52
Finished goods		65		65
Operating and maintenance supplies		66		64
	$	209	$	181

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was less than $1 million (December 31, 2015 – less than $1 million).

6

NOTE 5. OTHER ASSETS

(US $ millions)	Mar 26, 2016		Dec 31, 2015
Intangible assets	$	19	$	18
Investment tax credit receivable		14		13
Other		1		2
	$	34	$	33

NOTE 6. LONG-TERM DEBT

(US $ millions)	Mar 26, 2016			Dec 31, 2015
Principal value
7.7% senior secured notes due February 2017	$	200		$	200
5.375% senior secured notes due December 2020		240			240
6.25% senior secured notes due April 2023		315			315
		755			755
Less: Debt issue costs		(10	)		(10	)
Less: Current portion		(200	)		—
	$	545		$	745

The Company’s 7.7% senior secured notes are due in February 2017 and have accordingly been presented as current portion of long-term debt.

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, none of the revolving bank lines were drawn as cash, $8 million (December 31, 2015 – $5 million) was utilized for letters of credit and $237 million (December 31, 2015 – $240 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 and maximum net debt to capitalization, book basis, of 65%. The Company was in compliance with the financial covenants at period-end.

NOTE 7. OTHER LIABILITIES

(US $ millions)	Mar 26, 2016		Dec 31, 2015
Defined benefit pension obligation	$	27	$	23
Accrued employee benefits		5		5
Reforestation obligation		3		3
Other		1		—
	$	36	$	31

7

NOTE 8. SHAREHOLDERS’ EQUITY

Share Capital

	Q1 2016
	Shares (millions)		Amount (US $ millions)
Common shares outstanding, beginning of period		85.4	$	1,334
Issuance of common shares upon exercise of options and Dividend Reinvestment Plan		0.1		1
Common shares outstanding, end of period		85.5	$	1,335

Stock Options

During the quarter, no stock options were granted (2015 – 0.2 million stock options) under the Company’s stock option plan. During the quarter, stock option expense of less than $1 million (2015 – $1 million) was recorded with a corresponding increase in contributed surplus. During the quarter, less than 0.1 million common shares (2015 – 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 (2015 – less than $1 million).

Dividend Reinvestment Plan

During the quarter, less than $1 million of dividends were reinvested in common shares (2015 – 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)	Mar 26, 2016			Dec 31, 2015
Foreign currency translation loss on investment in foreign operations, net of tax of $(7) (Dec 31, 2015 – $(10))	$	(135	)	$	(130	)
Net loss on hedge of net investment in foreign operations, net of tax of $3 (Dec 31, 2015 – $3)		(8	)		(8	)
Actuarial loss on defined benefit pension obligation, net of tax of $12 (Dec 31, 2015 – $11)		(36	)		(32	)
Accumulated other comprehensive loss, net of tax	$	(179	)	$	(170	)

NOTE 9. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q1 2016		Q1 2015
Earnings (loss) available to common shareholders	$	23	$	(37	)
Common shares (millions):
Weighted average number of common shares outstanding(1)		85.4		85.2
Stock options(2)		0.6		—
Diluted number of common shares		86.0		85.2
Earnings (loss) per common share:
Basic and Diluted	$	0.27	$	(0.43	)

⁽¹⁾  For Q1 2015, includes 31.8 million Norbord common shares issued upon closing of the Merger to give effect to the Merger as if Norbord and Ainsworth had always been combined.

⁽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. At period-end, there were 1.7 million stock options (March 28, 2015 – 2.1 million) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.

8

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

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

(US $ millions)	Q1 2016			Q1 2015
Cash (used for) provided by:
Accounts receivable	$	(21	)	$	(29	)
Inventory		(25	)		(3	)
Prepaids		1			4
Accounts payable and accrued liabilities		(8	)		(15	)
	$	(53	)	$	(43	)
Other items comprises:
(US $ millions)	Q1 2016			Q1 2015
Stock-based compensation	$	—		$	1
Pension funding greater than expense		—			(1	)
Cash interest paid less than interest expense		4			5
Accrued capital expenditure		3			—
Unrealized foreign exchange gain		—			(2	)
Other		2			(3	)
	$	9		$	—
Cash interest and income taxes comprises:
(US $ millions)	Q1 2016			Q1 2015
Cash interest paid	$	8		$	8
Cash income taxes recovered, net		—			(1	)

NOTE 11. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

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

		Mar 26, 2016				Dec 31, 2015
(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	$	14	$	14	$	9	$	9
Accounts receivable	Loans and receivables		153		153		135		135
		$	167	$	167	$	144	$	144
Financial liabilities:
Accounts payable and accrued liabilities	Other financial liabilities	$	199	$	199	$	201	$	201
Long-term debt(1)	Other financial liabilities		755		754		755		760
Other long-term debt	Other financial liabilities		55		55		30		30
Other liabilities	Other financial liabilities		36		36		31		31
		$	1,045	$	1,044	$	1,017	$	1,022

⁽¹⁾ Principal value of Long-term debt.

9

Derivative Financial Instruments

Canadian dollar monetary hedge

At period-end, the Company had a foreign currency forward contract representing a notional amount of CAD $27 million (December 31, 2015 – CAD $1 million) in place to buy Canadian dollars and sell US dollars with a maturity of April 2016. The fair value of this contract at period-end is an unrealized gain of less than $1 million (December 31, 2015 – an unrealized gain of less than $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at period-end. During the quarter, realized gains on the Company’s matured hedges were $1 million (2015 – $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 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 12. RELATED PARTY TRANSACTIONS

In the normal course of operations, Norbord 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 Norbord and its related parties during the normal course of business.

Norbord periodically engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered were less than $1 million (2015 – 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. During the quarter, net sales of $10 million (2015 – $8 million) were made to Interex. At period-end, $3 million (December 31, 2015 – $3 million) due from Interex was included in accounts receivable.

10

NOTE 13. GEOGRAPHIC SEGMENTS

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

								Q1 2016
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	281	$	103	$	—		$	384
EBITDA(1)		52		10		(2	)		60
Depreciation and amortization		18		3		—			21
Investment in property, plant and equipment		10		—		—			10
Property, plant and equipment		1,131		115		—			1,246
								Q1 2015
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	241	$	110	$	—		$	351
EBITDA(1)		11		7		(3	)		15
Depreciation and amortization		17		4		—			21
Investment in property, plant and equipment		12		1		—			13
Property, plant and equipment(2)		1,139		121		—			1,260

⁽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.

⁽²⁾ Balance as at December 31, 2015.

11

NOTE 14. 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 Statement of Earnings for the three months ended March 28, 2015

(Unaudited) Three months ended March 28, 2015 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Sales	$	259		$	113		$	92		$	—		$	351
Cost of sales		(246	)		—			—			(87	)		(333	)
Costs of products sold		—			(104	)		(83	)		83			—
Selling and administration		—			(9	)		(7	)		7			—
General and administrative expenses		(3	)		—			—			—			(3	)
Depreciation and amortization		(15	)		(7	)		(6	)		—			(21	)
Operating (loss) income		(5	)		(7	)		(4	)		3			(6	)
Non-operating (expense) income:
Finance costs		(8	)		(8	)		(6	)		—			(14	)
Foreign exchange loss on Ainsworth Notes		—			(32	)		(28	)		—			(28	)
Gain on derivative financial instrument on Ainsworth Notes		—			5			4			—			4
Merger transaction costs		(4	)		—			—			(3	)		(7	)
Loss before income tax		(17	)		(42	)		(34	)		—			(51	)
Income tax recovery		11			5			3			—			14
Loss	$	(6	)	$	(37	)	$	(31	)	$	—		$	(37	)

(See accompanying note 14(e))

(b) Reconciliation of the consolidated Statement of Comprehensive Loss for the three months ended March 28, 2015

(Unaudited) Three months ended March 28, 2015 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Loss	$	(6	)	$	(37	)	$	(31	)	$	—		$	(37	)
Other comprehensive loss, net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation		—			(2	)		(2	)		—			(2	)
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations		(21	)		—			—			(24	)		(45	)
Other comprehensive loss, net of tax		(21	)		(2	)		(2	)		(24	)		(47	)
Comprehensive loss	$	(27	)	$	(39	)	$	(33	)	$	(24	)	$	(84	)

(See accompanying note 14(e))

12

(c) Reconciliation of the consolidated Statement of Changes in Shareholders’ Equity for the three months ended March 28, 2015

(Unaudited) Three months ended March 28, 2015 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
Share capital
Balance, beginning of period	$	662		$	583		$	573		$	96		$	1,331
Issue of common shares upon exercise of options and Dividend Reinvestment Plan		1			—			—			—			1
Balance, end of period	$	663		$	583		$	573		$	96		$	1,332
Merger reserve
Balance, beginning and end of period	$	—		$	—		$	—		$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of period	$	7		$	2		$	2		$	—		$	9
Stock-based compensation		—			1			1			—			1
Balance, end of period	$	7		$	3		$	3		$	—		$	10
Retained deficit
Balance, beginning of period	$	(280	)	$	(237	)	$	(202	)	$	19		$	(463	)
Loss		(6	)		(37	)		(31	)		—			(37	)
Common share dividends		(11	)		—			—			—			(11	)
Balance, end of period	$	(297	)	$	(274	)	$	(233	)	$	19		$	(511	)
Accumulated other comprehensive loss													$	(122	)
Balance, beginning of period	$	(30	)	$	—		$	(41	)	$	(51	)
Other comprehensive loss		(21	)		(2	)		(2	)		(24	)		(47	)
Balance, end of period	$	(51	)	$	(2	)	$	(43	)	$	(75	)	$	(169	)
Shareholders’ equity	$	322		$	310		$	300		$	(56	)	$	566

(See accompanying note 14(e))

13

(d) Reconciliation of the consolidated Statement of Cash Flows for the three months ended March 28, 2015

(Unaudited) Three months ended March 28, 2015 ($ millions)	Norbord (USD)			Ainsworth (CAD)			Ainsworth (USD)			Adjustments & Reclasses (USD)			Norbord Restated (USD)
CASH PROVIDED BY (USED FOR):
Operating activities
Loss	$	(6	)	$	(37	)	$	(31	)	$	—		$	(37	)
Items not affecting cash:
Depreciation and amortization		15			7			6			—			21
Deferred income tax		(11	)		—			—			—			(11	)
Finance costs		—			8			6			(6	)		—
Foreign exchange loss on Ainsworth Notes		—			32			28			—			28
Gain on derivative financial instrument on Ainsworth Notes		—			(5	)		(4	)		—			(4	)
Other items		1			—			—			(1	)		—
		(1	)		5			5			(7	)		(3	)
Net change in non-cash operating working capital balances		(41	)		(21	)		(17	)		10			(48	)
Net change in tax receivable		2			—			—			(3	)		(1	)
		(40	)		(16	)		(12	)		—			(52	)
Investing activities
Investment in property, plant and equipment		(10	)		(4	)		(3	)		—			(13	)
Investment in intangible assets		—			—			—			(1	)		(1	)
		(10	)		(4	)		(3	)		(1	)		(14	)
Financing activities
Common share dividends paid		(11	)		—			—			—			(11	)
Accounts receivable securitization drawings, net		45			—			—			—			45
Bank advances		3			—			—			—			3
		37			—			—			—			37
Foreign exchange revaluation on cash and cash equivalents held		(8	)		1			(5	)		1			(12	)
Cash and cash equivalents
Decrease during period		(21	)		(19	)		(20	)		—			(41	)
Balance, beginning of period		25			78			67			—			92
Balance, end of period	$	4		$	59		$	47		$	—		$	51

(See accompanying note 14(e))

14

(e) 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 were 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 cost, 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.

15

EX-99.3

Exhibit 99.3

APRIL 28, 2016

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 2015 Annual Report.

In this MD&A, “Norbord” or the “Company” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, 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.

Annual financial data provided has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interim financial data has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. Additional information on Norbord, including the Company’s annual information form and other documents publicly filed by the Company, is available on the Company’s website at www.norbord.com, the System for Electronic Document Analysis and Retrieval (SEDAR) administered by the Canadian Securities Administrators (CSA) at www.sedar.com and on the EDGAR section of the US Securities and Exchange Commission website at www.sec.gov. 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.

The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the CSA. The Company is an eligible issuer under the Multijurisdictional Disclosure System (MJDS) and complies with the US reporting requirements by filing its Canadian disclosure documents with the SEC. As a MJDS issuer, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, whose requirements are different from those of the United States.

This MD&A provides financial and operating results for the three month period ended March 26, 2016 and additional disclosure of material information, if any, up to and including the date of issue being April 28, 2016.

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

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.

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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.

BUSINESS OVERVIEW & STRATEGY

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 its operations in two geographic segments, North America and Europe with approximately 80% of its panel production capacity in North America and 20% in Europe. Norbord’s business strategy is focused entirely on the wood-based panels sector – in particular OSB – in North America, Europe and Asia.

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, disciplined capital allocation and prudent balance sheet management will enable it to access public and private capital markets (subject to financial market conditions). At period-end, Norbord had unutilized liquidity of $321 million, comprising $14 million in cash, $237 million in unutilized revolving bank lines and $70 million undrawn under its accounts receivable securitization program.

MERGER WITH AINSWORTH

On March 31, 2015, Norbord completed its merger with Ainsworth (the Merger) and Ainsworth became a wholly-owned subsidiary of Norbord.

The Merger created the largest global OSB producer and brought together Norbord’s manufacturing cost leadership with Ainsworth’s track record of innovation in product development. 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

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.

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captured $22 million since the Merger ($32 million on an annualized run rate basis) from reduced corporate overhead costs, optimization of sales and logistics, procurement savings and the sharing of operational best practices post merger. Since the Merger, the Company has incurred one-time costs of $8 million to achieve these synergies, of which $7 million was incurred in 2015 and $1 million to-date in 2016.

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 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.

NYSE LISTING

On February 19, 2016, the Company’s shares began trading on the New York Stock Exchange (NYSE) under the symbol “OSB”. In conjunction with the NYSE listing, the Company changed its Toronto Stock Exchange (TSX) ticker symbol to “OSB”.

SUMMARY

North American OSB demand continues to improve, driven by a gradual rebound in new home construction and continued growth in repair and remodel and industrial markets. In the first quarter of 2016, US housing starts were up 15% compared to the same period last year, with single-family starts 22% higher. North Central benchmark price averaged $226 per Msf for the quarter, down 7% against the previous quarter but up 17% against the same quarter last year. Norbord’s North American operating mills produced at higher capacity utilization in the first quarter of 2016 relative to the prior quarter and same quarter last year, primarily due to fewer maintenance shutdown days and reduced production curtailments at certain mills.

Norbord’s European panel business continues to generate steady financial results as demand in the Company’s core markets in the UK and Germany remains strong. The European mills produced at higher capacity utilization in the first quarter of 2016, relative to both the prior quarter and the same quarter last year due to record productivity at three of the four panel lines.

Norbord generated operating income of $39 million in the first quarter of 2016, up from operating income of $33 million in the fourth quarter of 2015 and up from an operating loss of $6 million in the first quarter of 2015. Norbord recorded earnings of $23 million ($0.27 per basic and diluted share) in the first quarter of 2016 versus earnings of $13 million ($0.15 per basic and diluted share) in the fourth quarter of 2015 and a loss of $37 million ($0.43 loss per basic and diluted share) in the first quarter of 2015.

Excluding the impact of non-recurring items (including costs related to the $315 million senior secured notes due 2017 of Ainsworth (Ainsworth Notes)) and using a normalized Canadian statutory tax rate, Norbord recorded Adjusted earnings of $20 million ($0.23 per basic and diluted share) in the first quarter of 2016 compared to $16 million ($0.19 per basic and diluted share) in the fourth quarter of 2015 and an Adjusted loss of $14 million ($0.16 loss per basic and diluted share) in the first quarter of 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.

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

(US $ millions)	Q1 2016			Q4 2015			Q1 2015
Earnings (loss)	$	23		$	13		$	(37	)
Add: Merger transaction costs		—			—			7
Add: Other costs incurred to achieve Merger synergies		1			3			1
Add: Foreign exchange loss on Ainsworth Notes		—			—			28
Less: Gain on derivative financial instrument on Ainsworth Notes		—			—			(4	)
Add: Reported income tax expense (recovery)		3			6			(14	)
Adjusted pre-tax earnings (loss)		27			22			(19	)
Less: Income tax (expense) recovery at statutory rate(1)		(7	)		(6	)		5
Adjusted earnings (loss)	$	20		$	16		$	(14	)

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

Against this market backdrop described above, Norbord generated Adjusted EBITDA of $61 million in the first quarter of 2016 versus $57 million in the fourth quarter of 2015 and $16 million in the first quarter of 2015. On the controllable side of the business, Norbord generated $9 million of Margin Improvement Program (MIP) gains in the first quarter of 2016, measured relative to 2015 at constant prices and exchange rates, primarily from higher productivity and lower raw material usages.

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

(US $ millions)	Q1 2016		Q4 2015		Q1 2015
Earnings (loss)	$	23	$	13	$	(37	)
Add: Finance costs		13		14		14
Add: Depreciation and amortization		21		21		21
Add: Income tax expense (recovery)		3		6		(14	)
Add: Merger transaction costs		—		—		7
Add: Other costs incurred to achieve Merger synergies		1		3		1
Add: Foreign exchange loss on Ainsworth Notes		—		—		28
Less: Gain on derivative financial instrument on Ainsworth Notes		—		—		(4	)
Adjusted EBITDA	$	61	$	57	$	16

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 55% 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 markets. 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 Norbord’s shipment volume to the new home construction sector will continue to grow.

On the input 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 first quarter of 2016, 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 petrochemical product, its price is expected to remain at these lower levels consistent with the current low price of oil. Norbord will continue to pursue aggressive MIP initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

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.

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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

(US $ millions, except per share information, unless otherwise noted)	Q1 2016			Q4 2015			Q1 2015
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)		18	%		15	%		4	%
Return on equity (ROE)(1)		16	%		11	%		(10	)%
Cash provided by (used for) operating activities		3			56			(52	)
Per Common Share
Earnings (loss), basic and diluted		0.27			0.15			(0.43	)
Adjusted earnings (loss), basic and diluted(1)		0.23			0.19			(0.16	)
Cash provided by (used for) operating activities(1)		0.04			0.66			(0.61	)
Dividends declared(2)		0.10			0.10			0.25
SALES AND EARNINGS
Sales		384			415			351
Operating income (loss)		39			33			(6	)
Adjusted EBITDA(1)		61			57			16
Earnings (loss)		23			13			(37	)
Adjusted earnings (loss) (1)		20			16			(14	)
Total assets		1,670			1,633			1,738
Long-term debt(3)		745			745			749
Net debt for financial covenant purposes(1,4)		749			751			442
Net debt to capitalization, market basis(1,4)		32	%		32	%		29	%
Net debt to capitalization, book basis(1,4)		50	%		51	%		53	%
KEY STATISTICS Shipments (MMsf–3/8”)
North America		1,337			1,459			1,254
Europe		435			425			424
Indicative Average OSB Price
North Central ($/Msf–7/16”)		226			242			193
South East ($/Msf–7/16”)		215			221			175
Western Canada ($/Msf–7/16”)		191			204			159
Europe (€/m3)(5)		230			226			232

⁽¹⁾  Non-IFRS measure; see Non-IFRS Financial Measures section.

⁽²⁾  Dividends declared per share stated in Canadian dollars.

⁽³⁾  Includes current and non-current long-term debt.

⁽⁴⁾  Q1-2015 figures have not been restated for the Merger as financial covenants pre-Merger were based on Norbord on a standalone basis.

⁽⁵⁾  European indicative average OSB price represents the gross delivered price to the largest continental market.

Sales

Total sales in the quarter were $384 million, compared to $415 million in the previous quarter and $351 million in the first quarter of 2015. Quarter-over-quarter, total sales decreased by $31 million or 7%. In North America, sales decreased by 8% due to lower shipment volumes primarily attributed to 12 fewer fiscal days in the current quarter. In Europe, sales decreased by 6% due to the translation impact of the weaker Pound Sterling versus the US dollar, partially offset by higher shipment volumes. Year-over-year, sales

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.

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increased by $33 million or 9%. In North America, sales increased by 17% year-over-year due to significantly higher OSB prices and 7% higher shipment volumes. In Europe, sales decreased by 6% year-over-year due to the translation impact of the weaker Pound Sterling versus the US dollar and lower average panel prices, partially offset by 3% higher shipment volumes.

Markets

In North America, demand from US housing continues to improve. Year-to-date US housing starts were up 15% versus the same period in 2015 and permits were 7% higher. Single-family starts (which use approximately three times more OSB than multi-family) increased by 22%. The seasonally-adjusted annualized rate was 1.09 million in March, 14% higher than the pace at this time last year and the single-family pace was 23% higher. The consensus forecast from US housing economists stands at approximately 1.23 million starts in 2016, which suggests an 11% improvement over last year. Despite the significant rebound in new home construction since the low of 0.55 million in 2009, US housing starts remain below the long-term annual average of 1.5 million.

North American benchmark OSB prices in the first quarter of 2016 were below the levels seen in the fourth quarter of 2015, but increased significantly from a year ago as new home construction activity and OSB demand continues to improve. OSB prices moderated somewhat in February before recovering in March as the spring building season ramped up, and the North Central benchmark price finished the quarter at $225 per Msf (⁷/₁₆-inch basis). North Central benchmark price averaged $226 per Msf for the quarter, compared to $242 per Msf in the previous quarter and $193 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 $215 per Msf in the quarter, compared to $221 per Msf in the prior quarter and $175 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 $191 per Msf, compared to $204 per Msf in the prior quarter and $159 per Msf in the same quarter last year.

In Europe, Norbord’s core European panel markets in the UK and Germany experienced strong demand growth in the first quarter. First quarter average panel prices were in line with the previous quarter and 4% lower than the same quarter last year. OSB prices bottomed in the UK and continued to rise on the continent, resulting in average prices that were 3% lower year-over-year but 5% higher than the prior quarter. MDF and particleboard prices, however, were under pressure in the first quarter of 2016 on increased import competition, and were 5% lower year-over-year and 3% lower quarter-over-quarter.

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. During the first quarter of 2016, the Pound Sterling weakened from a high of 1.36 to a low of 1.26 against the Euro in response to uncertainty about the upcoming June “Brexit” (potential UK withdrawal from the European Union) referendum and is currently at 1.29.

Operating Results

Adjusted EBITDA (US $ millions)	Q1 2016			Q4 2015			Q1 2015
North America	$	53		$	51		$	11
Europe		10			10			7
Unallocated		(2	)		(4	)		(2	)
Total	$	61		$	57		$	16

Norbord generated Adjusted EBITDA of $61 million in the first quarter of 2016, compared to $57 million in the fourth quarter of 2015 and $16 million in the first quarter of 2015. Quarter-over-quarter, Adjusted

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.

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EBITDA was higher primarily due to fewer maintenance shutdown days partially offset by the lower shipments volume impact of 12 fewer fiscal days in the current quarter. Year-over-year, Adjusted EBITDA improved significantly due to higher North American OSB prices, higher shipment volumes, lower resin and energy prices, improved raw material usages and the foreign exchange benefit of a weaker Canadian dollar, partially offset by lower panel prices in Europe.

Adjusted EBITDA Variance

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

(US $ millions)	Q1 2016 vs. Q4 2015			Q1 2016 vs. Q1 2015
Adjusted EBITDA – current period	$	61		$	61
Adjusted EBITDA – comparative period		57			16
Variance		4			45
Mill nets(1)		—			20
Volume(2)		(5	)		7
Key input prices(3)		1			8
Key input usage(3)		(1	)		4
Mill profit share and bonus		(1	)		(1	)
Other operating costs and foreign exchange(4)		10			7
Total	$	4		$	45

⁽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.

North America

Norbord’s North American operations generated $53 million in Adjusted EBITDA in the first quarter of 2016 versus $51 million in the fourth quarter of 2015 and $11 million in the first quarter of 2015. Quarter-over-quarter, the benefit of fewer maintenance shutdown days and related costs were mostly offset by the lower shipments volume impact of 12 fewer fiscal days in the current quarter. Year-over-year, the higher Adjusted EBITDA is due to higher OSB prices, higher shipment volumes, lower resin prices, lower raw material usage and the foreign exchange benefit of a weaker Canadian dollar.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased by 4% compared to the fourth quarter of 2015 and 8% compared to the first quarter of 2015. Quarter-over-quarter, unit costs declined as a result of fewer maintenance shutdown days, lower labour and benefits costs, and the benefit of a weaker Canadian dollar, partially offset by the lower production volume impact of 12 fewer fiscal days. Year-over-year, the lower unit cost was primarily driven by the benefit of a weaker Canadian dollar, lower resin prices, improved raw material usages and improved productivity.

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 92% of their stated capacity in the first quarter of 2016 compared to 84% capacity in the fourth quarter of 2015 and 86% in the first quarter of 2015. Quarter-over-quarter, capacity utilization (based

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.

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on fiscal days in each period) increased due to fewer maintenance shutdown days. Year-over-year, capacity utilization increased due to fewer maintenance shutdown days and improved productivity.

Europe

Norbord’s European operations generated $10 million in Adjusted EBITDA, in line with the fourth quarter of 2015 and $3 million higher than the first quarter of 2015. Quarter-over-quarter, Adjusted EBITDA was unchanged as higher OSB prices and the benefit of lower maintenance costs were offset by seasonally slower shipment volumes and lower particleboard and MDF prices. Year-over-year, the increase in Adjusted EBITDA was a result of lower raw material prices, improved usages and higher shipment volumes partially offset by lower panel prices.

Norbord’s European mills produced at 100% of stated capacity in the quarter compared to 95% in the fourth quarter of 2015 and 94% in the first quarter of 2015. Quarter-over-quarter, capacity utilization increased due to fewer maintenance shutdown days. Year-over-year, capacity utilization increased due to improved productivity.

Margin Improvement Program

Margin improvement represents the Company’s single most important operating focus. The Company realized MIP gains of $9 million in the quarter measured relative to 2015 at constant prices and exchange rates. Contributions to MIP included improved productivity, raw material usage reduction initiatives and contract labour reductions. Merger synergies and returns on the Company’s recent capital investments (such as fines screening technology) also contributed to the MIP gains.

FINANCE COSTS, COSTS ON AINSWORTH NOTES, DEPRECIATION AND AMORTIZATION, AND INCOME TAX

(US $ millions)	Q1 2016			Q4 2015			Q1 2015
Finance costs	$	(13	)	$	(14	)	$	(14	)
Foreign exchange loss on Ainsworth Notes		—			—			(28	)
Gain on derivative financial instrument on Ainsworth Notes		—			—			4
Depreciation and amortization		(21	)		(21	)		(21	)
Income tax (expense) recovery		(3	)		(6	)		14

Finance Costs

Finance costs include interest expense on long-term debt and program fees on accounts receivable securitization drawings, and are consistent across all comparative periods.

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.

Gain 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 subsequent revaluation gains and losses recorded in earnings. This derivative was extinguished when the Ainsworth Notes were redeemed prior to maturity.

Depreciation and Amortization

The Company uses the units-of-production method to depreciate its production equipment and fluctuations in depreciation expense reflect relative changes in production levels by mill. Amortization expense is in line with the prior 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.

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Income Tax

A tax expense of $3 million was recorded on pre-tax income of $26 million in the first quarter of 2016. 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 income tax recoveries.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q1 2016			Q4 2015			Q1 2015
Cash provided by (used for) operating activities	$	3		$	56		$	(52	)
Cash provided by (used for) operating activities per share		0.04			0.66			(0.61	)
Operating working capital		172			125			146
Total working capital		185			134			196
Investment in property, plant and equipment & intangible assets		11			27			13
Net debt to capitalization, market basis(1)		32	%		32	%		29	%
Net debt to capitalization, book basis(1)		50	%		51	%		53	%

⁽¹⁾  Q1-2015 figures have not been restated for the Merger as financial covenants pre-Merger were based on Norbord on a standalone basis.

At period-end, the Company had unutilized liquidity of $321 million, comprising $14 million in cash, $237 million in revolving bank lines and $70 million undrawn under its accounts receivable securitization program, which the Company believes is sufficient to fund expected short-term cash requirements.

Senior Secured Notes Due 2017

The Company’s $200 million senior secured notes due February 2017 bear an interest rate that varies with the Company’s credit ratings. The interest rate has been 7.70% since August 15, 2013. The Company intends to permanently repay these notes at maturity using cash on hand, cash generated from operations and if necessary, by drawing upon the accounts receivable securitization program.

Senior Secured Notes Due 2020

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

Senior Secured Notes Due 2023

The Company’s $315 million senior secured notes due April 2023 bear an interest rate of 6.25%.

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 (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 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.

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.

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Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash, plus letters of credit issued and any bank advances. At period-end, the Company’s tangible net worth was $740 million and net debt for financial covenant purposes was $749 million. Net debt to 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)	Mar 26, 2016			Dec 31, 2015
Long-term debt, principal value	$	755		$	755
Add: Other long-term debt		55			30
Less: Cash		(14	)		(9	)
Net debt		796			776
Less: Other long-term debt		(55	)		(30	)
Add: Letters of credit		8			5
Net debt for financial covenant purposes		749			751
Shareholders’ equity		527			519
Less: Intangible assets		(19	)		(18	)
Add: Other comprehensive income movement(1)		56			47
Add: Impact of Ainsworth changing functional currencies		155			155
Add: IFRS transitional adjustments		21			21
Tangible net worth for financial covenant purposes		740			724
Total capitalization	$	1,489		$	1,475
Net debt to capitalization, market basis		32	%		32	%
Net debt to capitalization, book basis		50	%		51	%

⁽¹⁾  Cumulative subsequent to January 1, 2011.

Accounts Receivable Securitization

The Company has a $125 million multi-currency 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 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 $139 million in trade accounts receivable, and Norbord recorded cash proceeds of $55 million relating to this financing program as Other long-term debt. The level of trade 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. During the quarter, the utilization charge ranged from 1.5% to 2.0%. The Company intends to repay its current drawings using cash on hand and cash generated from operations.

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 28, 2016, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba2 (Moody’s Investors Service).

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

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable, inventory and prepaids less accounts payable and accrued liabilities, was $172 million at period-end compared to $125 million at the end of the prior quarter and $146 million at March 28, 2015. 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 $47 million primarily due to higher accounts receivable and inventory. Higher accounts receivable is primarily due to higher North American sales volumes in March 2016 relative to December 2015. Higher inventory is the result of the annual seasonal log inventory build in the northern mills in North America.

Year-over-year, operating working capital increased by $26 million primarily due to higher accounts receivable and inventory. Higher accounts receivable is primarily due to higher North American sales volume and higher OSB prices. Higher inventory is a result of better weather conditions for building seasonal log inventory at the northern mills in the first quarter of 2016 as well as the continued ramp up of production at the High Level, Alberta mill.

Total working capital, which includes operating working capital plus cash and income tax receivable less bank advances and tax payable, was $185 million as at the end of the first quarter of 2016, compared to $134 million at December 31, 2015 and $196 million at March 28, 2015. Quarter-over-quarter, the increase is primarily attributed to the higher operating working capital. Year-over-year, the decrease is primarily attributed to the lower cash balance, partially offset by the higher operating working capital.

Operating activities generated $3 million of cash or $0.04 per share in the first quarter of 2016, compared to $56 million or $0.66 per share generated in the prior quarter and $52 million or $0.61 per share consumed in the first quarter of 2015. The lower generation of cash versus the prior quarter is mainly attributed to the seasonal increase in operating working capital in the first quarter of 2016. The generation of cash versus the consumption of cash in the prior year quarter is primarily the result of higher Adjusted EBITDA results in the current quarter.

INVESTMENTS AND DIVESTITURES

Investments

Investment in property, plant and equipment and intangible assets was $11 million in the first quarter of 2016 compared to $27 million in the prior quarter and $13 million in the first quarter of 2015. The decrease versus the prior quarter is primarily attributable to the larger scope of the capital projects undertaken in the prior quarter.

Norbord’s 2016 investment in property, plant and equipment and intangible assets is budgeted at $75 million (excluding the Inverness project described below). The investment plan for the current year includes further process debottlenecking and manufacturing 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.

Inverness Project

In January 2016, the Board of Directors approved the investment of $135 million over the next two years to modernize and expand the Company’s Inverness, Scotland OSB mill. Key supplier negotiations and site preparation activities commenced during the quarter with construction work to start in the second quarter of 2016. The Company has decided to move the unused second press from its Grande Prairie, Alberta mill for use in this project. This is expected to shorten the project timeline by up to six months. Norbord expects the new line to start up in the second half of 2017, with no disruption to existing production capacity in the interim. Capital spending is expected to be $45 million in 2016. The investment will be funded with cash on

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

hand, cash generated from operations and, if necessary, drawings under the Company’s accounts receivable securitization program or committed revolving bank lines.

CAPITALIZATION

At April 28, 2016, there were 85.5 million common shares outstanding. In addition, 2.2 million stock options were outstanding, of which 55% were fully vested.

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 (the Board) 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 to Q1-2016		0.10

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.

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 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 the quarter.

The Company periodically engages the services of Brookfield for various financial, real estate and other business advisory services. During the quarter, the fees for services rendered were less than $1 million (2015 – 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. During the quarter, net sales of $10 million (2015 – $8 million) were made to Interex. At period-end, $3 million (December 31, 2015 – $3 million) due from Interex was included in accounts receivable.

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.

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SELECTED QUARTERLY INFORMATION

	2016												2015									2014
(US $ millions, except per share information, unless otherwise noted)	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)		18	%		15	%		8	%		5	%		4	%		4	%		5	%		12	%
Return on equity (ROE)(1)		16	%		11	%		(3	)%		(9	)%		(10	)%		(8	)%		(6	)%		4	%
Cash provided by (used for) operating activities		3			56			23			(3	)		(52	)		9			34			16
Cash provided by (used for) operating activities per share(1)		0.04			0.66			0.27			(0.04	)		(0.61	)		0.11			0.40			0.19
SALES AND EARNINGS
Sales		384			415			378			365			351			372			409			419
Operating earnings (loss)		39			33			8			(4	)		(6	)		(9	)		(2	)		25
Adjusted EBITDA(1)		61			57			30			19			16			14			19			46
Earnings (loss)		23			13			(9	)		(23	)		(37	)		(26	)		(29	)		23
Adjusted earnings (loss) (1)		20			16			(4	)		(12	)		(14	)		(16	)		(11	)		9
PER COMMON SHARE EARNINGS
Earnings (loss), basic and diluted		0.27			0.15			(0.11	)		(0.27	)		(0.43	)		(0.30	)		(0.34	)		0.27
Adjusted earnings (loss), basic and diluted(1,2)		0.23			0.19			(0.05	)		(0.14	)		(0.16	)		(0.18	)		(0.13	)		0.11
Dividends declared(3)		0.10			0.10			0.10			0.25			0.25			0.60			0.60			0.60
KEY STATISTICS
Shipments (MMsf–3/8”)
North America		1,337			1,459			1,409			1,375			1,254			1,312			1,366			1,367
Europe		435			425			453			438			424			401			433			395
Indicative Average OSB Price
North Central ($/Msf–7/16”)		226			242			204			193			193			216			216			219
South East ($/Msf–7/16”)		215			221			176			174			175			181			177			199
Western Canada ($/Msf–7/16”)		191			204			158			152			159			172			187			206
Europe (€/m3)(4)		230			226			220			218			232			248			258			269

⁽¹⁾  Non-IFRS measure; see Non-IFRS Financial Measures section.

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

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 all operations (including the indefinitely curtailed Huguley, Alabama and Val-d’Or, Quebec mills) are running at full capacity, is approximately $58 million. 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 make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further,

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

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 exposure to the Canadian dollar related to certain Canadian dollar denominated manufacturing costs as approximately 37% of its panel production capacity is 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 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 first quarter of 2016 is $1 million ($0.01 per basic and diluted share) of other costs incurred to achieve synergies from the Merger including consulting and professional fees. Included in the fourth quarter of 2015 is $3 million ($0.03 per basic and diluted share) and in the second quarter of 2015 is $1 million ($0.01 per basic and diluted share) of similar costs. 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) income tax recovery and included in the third quarter of 2014 is a $5 million ($0.06 per basic and diluted share) 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.

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 and second quarter of 2014 are an $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 and an $11 million ($0.13 per basic and diluted share) foreign exchange gain, respectively.

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

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 redeemed early. Revaluation gains or losses included in the fourth, third and second quarters 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 and a $1 million ($0.01 per basic and diluted share) loss, respectively.

FUTURE CHANGES IN ACCOUNTING POLICIES

(i) Income Taxes

In January 2016, the IASB issued amendments to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for the year ending January 1, 2017 and the Company is currently assessing the impact of these amendments on its financial statements.

(ii) Cash Flow Statement Disclosure

In January 2016, the IASB issued an amendment to IAS 7, Statement of Cash Flows, introducing additional disclosure requirements for liabilities arising from financing activities. The amendments are effective for the year ending January 1, 2017 and the Company is currently assessing the impact of this amendment on its financial statements.

SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

Management has selected appropriate accounting policies and made certain estimates and judgements that affect the reported amounts and other disclosures in the financial statements. These accounting policies, estimates and judgements are described in the 2015 audited annual financial statements of the Company.

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

There were no changes in the Company’s internal controls over financial reporting and disclosure controls and procedures during the three months ended March 26, 2016 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

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 internal control over financial reporting and disclosure controls and procedures 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 quarter ended March 26, 2016 was approximately 28% of consolidated sales and approximately 37% of consolidated Adjusted EBITDA. As at March 26, 2016, Ainsworth’s current assets and current liabilities were approximately 18% and 16% 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.

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

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, 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 (expense) recovery is (added back) deducted and a tax (expense) recovery calculated at the Canadian combined federal and provincial statutory rate is (deducted) added. 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)	Q1 2016			Q4 2015			Q1 2015
Earnings (loss)	$	23		$	13		$	(37	)
Add: Merger transaction costs		—			—			7
Add: Other costs incurred to achieve Merger synergies		1			3			1
Add: Foreign exchange loss on Ainsworth Notes		—			—			28
Less: Gain on derivative financial instrument on Ainsworth Notes		—			—			(4	)
Add: Reported income tax expense (recovery)		3			6			(14	)
Adjusted pre-tax earnings (loss)		27			22			(19	)
Less: Income tax (expense) recovery at statutory rate(1)		(7	)		(6	)		5
Adjusted earnings (loss)	$	20		$	16		$	(14	)

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

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, 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 business 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 2016		Q4 2015		Q1 2015
Earnings (loss)	$	23	$	13	$	(37	)
Add: Finance costs		13		14		14
Add: Depreciation and amortization		21		21		21
Add: Income tax expense (recovery)		3		6		(14	)
Add: Merger transaction costs		—		—		7
Add: Other costs incurred to achieve Merger synergies		1		3		1
Add: Foreign exchange loss on Ainsworth Notes		—		—		28
Less: Gain on derivative financial instrument on Ainsworth Notes		—		—		(4	)
Adjusted EBITDA	$	61	$	57	$	16

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

Operating working capital is defined as accounts receivable plus inventory, prepaids 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)	Mar 26, 2016			Dec 31, 2015			Mar 28, 2015
Accounts receivable	$	153		$	135		$	144
Inventory		209			181			194
Prepaids		9			10			12
Accounts payable and accrued liabilities		(199	)		(201	)		(204	)
Operating working capital	$	172		$	125		$	146

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

(US $ millions)	Mar 26, 2016			Dec 31, 2015		Mar 28, 2015
Operating working capital	$	172		$	125	$	146
Cash		14			9		51
Bank advances		—			—		(3	)
Tax receivable		—			—		2
Tax payable		(1	)		—		—
Total working capital	$	185		$	134	$	196

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)	Mar 26, 2016			Dec 31, 2015			Mar 28, 2015
Property, plant and equipment	$	1,246		$	1,260		$	1,275
Intangible assets		19			18			12
Accounts receivable		153			135			144
Prepaids		9			10			12
Inventory		209			181			194
Accounts payable and accrued liabilities		(199	)		(201	)		(204	)
Capital employed	$	1,437		$	1,403		$	1,433

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 business 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 business 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.

17

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. Net debt for financial covenant purposes is Net debt excluding other long-term debt and including letters of credit outstanding. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	Mar 26, 2016			Dec 31, 2015			Mar 28, 2015(1)
Long-term debt, principal value	$	755		$	755		$	440
Add: Other long-term debt		55			30			45
Add: Bank advances		—			—			3
Less: Cash		(14	)		(9	)		(4	)
Net debt		796			776			484
Less: Other long-term debt		(55	)		(30	)		(45	)
Add: Letters of credit		8			5			3
Net debt for financial covenant purposes	$	749		$	751		$	442

⁽¹⁾  Figures have not been restated for the Merger as financial covenants pre-Merger were based on Norbord on a standalone basis.

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)	Mar 26, 2016			Dec 31, 2015			Mar 28, 2015(1)
Shareholders’ equity	$	527		$	519		$	322
Less: Intangible assets		(19	)		(18	)		—
Add: Other comprehensive income movement(2)		56			47			45
Add: Impact of Ainsworth adopting USD as its functional currency		155			155			—
Add: IFRS transitional adjustments		21			21			21
Tangible net worth	$	740		$	724		$	388

⁽¹⁾  Figures have not been restated for the Merger as financial covenants pre-Merger were based on 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.

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.

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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 US Census Bureau and Forest Economic Advisors, LLC (FEA) 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 and US 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.

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.

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EX-99.4

Exhibit 99.4

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 26, 2016.

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 January 1, 2016 and ended on March 26, 2016, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	April 29, 2016
	(signed) Peter Wijnbergen
	Peter C. Wijnbergen President and Chief Executive Officer

EX-99.5

Exhibit 99.5

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 26, 2016.

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 January 1, 2016 and ended on March 26, 2016, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	April 29, 2016
	(signed) Robin Lampard
	Robin Lampard Senior Vice President and Chief Financial Officer