0000877365-18-000011.txt : 20181101 0000877365-18-000011.hdr.sgml : 20181101 20181101090244 ACCESSION NUMBER: 0000877365-18-000011 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20180929 FILED AS OF DATE: 20181101 DATE AS OF CHANGE: 20181101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Norbord Inc. CENTRAL INDEX KEY: 0000877365 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 999999999 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37694 FILM NUMBER: 181152217 BUSINESS ADDRESS: STREET 1: 1 TORONTO STREET STREET 2: SUITE 600 CITY: TORONTO STATE: A6 ZIP: M5C2W4 BUSINESS PHONE: 416-643-8820 MAIL ADDRESS: STREET 1: 1 TORONTO STREET STREET 2: SUITE 600 CITY: TORONTO STATE: A6 ZIP: M5C2W4 FORMER COMPANY: FORMER CONFORMED NAME: NORBORD INC DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: NEXFOR INC DATE OF NAME CHANGE: 20000418 FORMER COMPANY: FORMER CONFORMED NAME: NORANDA FOREST INC DATE OF NAME CHANGE: 19940224 6-K 1 a2018q3osb-6k.htm 6-K Document


 
 
 
 
U.S. 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 November 2018
Commission file number: 001-37694
NORBORD INC.
(Exact name of registrant as specified in its charter)


1 Toronto Street, Suite 600
Toronto, Ontario, Canada, M5C 2W4
(416) 365-0705
(Address and Telephone Number of Registrant’s Principal Executive Offices)

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  ☒
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 information contained in Exhibits 99.2 and 99.3 of this Form 6-K is incorporated by reference into the registrant’s following registration statements on Form F-10: File No. 333-215266, Form F-3: File No. 333-220258 and Form S-8: File Nos. 333-213179 and 333-211895.




 



EXHIBIT INDEX
The following documents, which are attached as exhibits hereto, are incorporated by reference herein:
 
 
Exhibit
Description
 
 
99.1
Press Release, dated November 1, 2018
 
 
99.2
Unaudited Condensed Interim Consolidated Financial Statements
 
 
99.3
Management’s Discussion and Analysis
 
 
99.4
Form 52 - 109F2 - Certification of Interim Filings – CEO
 
 
99.5
Form 52 - 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.
 
 
 
 
 
 
 
Date: November 1, 2018
 
 
 
NORBORD INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Elaine Toomey
 
 
 
 
 
 
Name: Elaine Toomey
 
 
 
 
 
 
Title: Assistant Corporate Secretary


EX-99.1 2 a2018q3osb-ex991nr.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1
                                        norborda03.jpg




News Release

NORBORD REPORTS THIRD QUARTER 2018 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated.

Q3 2018 HIGHLIGHTS
Adjusted EBITDA of $211 million, a 6% increase year-over-year
Adjusted earnings of $1.41 per diluted share
European EBITDA increased 64% year-over-year to $23 million
Declared dividend of C $0.60 per share for shareholders of record on December 1, 2018
Renewed Normal Course Issuer Bid

TORONTO, ON (November 1, 2018) – Norbord Inc. (TSX and NYSE: OSB) today reported Adjusted EBITDA of $211 million for the third quarter of 2018 versus $200 million in the third quarter of 2017 and $273 million in the second quarter of 2018. The year-over-year improvement is primarily due to higher European panel prices and North American shipment volumes, while the quarter-over-quarter decrease is due to lower North American oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $190 million compared to $184 million in the same quarter last year and $256 million in the prior quarter. European operations delivered Adjusted EBITDA of $23 million versus $14 million in same quarter last year and $21 million in the prior quarter.

“Our third quarter results reflect another excellent quarter for Norbord,” said Peter Wijnbergen, Norbord’s President and CEO. “We generated $211 million in Adjusted EBITDA, a 6% improvement over this time last year as North American OSB demand remained strong during the summer homebuilding season. Our European business had another outstanding quarter, delivering $23 million of Adjusted EBITDA as robust demand growth in our key markets supported strong prices.”

“There has been a noticeable shift in US housing sentiment in the past few weeks that has put significant negative pressure on the broader wood products sector and North American OSB prices. While recent housing headlines have been mixed, we share the view of housing economists who believe this is a temporary pause in housing demand growth rather than a directional change. Housing fundamentals remain supportive and experts continue to forecast new home construction growth for next year. Combined with continued growth in our North American specialty sales and European panel business, we believe Norbord is well positioned to manage through this period of volatility.”

Norbord recorded Adjusted earnings of $123 million or $1.41 per diluted share ($1.42 per basic share) in the third quarter of 2018 versus $121 million or $1.39 per diluted share ($1.40 per basic share) in the third quarter of 2017 and $167 million or $1.92 per diluted share ($1.93 per basic share) in the second quarter of 2018. Adjusted earnings exclude non-recurring or other items and use a normalized income tax rate:




1

Exhibit 99.1
                                        norborda03.jpg



$ millions
Q3 2018

Q2 2018

Q3 2017

9 mos 2018

9 mos 2017

Earnings
130

174

130

399

276

Adjusted for:
 
 
 
 
 
Loss on disposal of assets


2


9

Stock-based compensation and related costs
2

1

1

4

3

Costs related to Inverness expansion project


1


1

Reported income tax expense
37

53

32

126

75

Adjusted pre-tax earnings
169

228

166

529

364

Income tax expense at statutory rate
(46
)
(61
)
(45
)
(143
)
(98
)
Adjusted earnings
123

167

121

386

266


Market Conditions

In North America, year-to-date US housing starts were up 6% versus the same period in 2017, with single-family starts, which use approximately three times more OSB than multifamily, also increasing by 6%. The consensus forecast from US housing economists is for approximately 1.28 million starts in 2018, which suggests a 7% year-over-year improvement.

North American benchmark OSB prices in all regions began pulling back in July after reaching exceptionally high levels in June. As a result, average benchmark prices were lower than both the prior quarter and the same quarter last year. The table below summarizes average benchmark prices ($ per Msf, 7/16-inch basis) by region for the relevant quarters:

North American region
% of Norbord’s operating capacity
Q3 2018
Q2 2018
Q3 2017
North Central
14%
363
426
409
South East
38%
305
419
354
Western Canada
30%
281
403
388

In Europe, panel markets continued to strengthen, driven by robust OSB demand growth in Norbord’s core markets. In local currency terms, average panel prices were up 24% versus the same quarter last year and up 3% from the prior quarter.

Performance

North American OSB shipments increased 10% year-over-year and 1% quarter-over-quarter reflecting the restart of the Huguley, Alabama mill in the fourth quarter of 2017. Norbord’s specialty sales volume (including industrial applications and export markets) continued to increase and represents approximately 25% of the Company’s North American OSB sales volume.

Excluding the curtailed Chambord, Quebec mill, Norbord’s operating North American OSB mills produced at 99% of stated capacity, compared to 97% in the same quarter last year and 98% in the prior quarter. Capacity utilization increased versus both comparative periods due to improved productivity. Year-over-year, capacity utilization was also impacted by weather-related curtailments in the prior year.

Norbord’s North American OSB cash production costs per unit (before mill profit share and freight costs) increased 1% compared to the same quarter last year due to higher resin prices and maintenance-related costs, partially offset by the ramp-up of the Huguley, Alabama mill. Unit costs decreased 1% versus the prior quarter due to improved raw material usage.

2

Exhibit 99.1
                                        norborda03.jpg



In Europe, Norbord’s shipments were 1% lower than the same quarter last year and 5% higher than the prior quarter due to shipment timing. The European mills produced at 87% of stated capacity in the quarter compared to 100% in the same quarter last year and 89% in the prior quarter. Capacity utilization decreased year-over-year due to the restated annual production capacity to reflect the new OSB continuous press line at the Inverness, Scotland mill that was substantially completed in the fourth quarter of 2017. Production from the expanded Inverness mill will not significantly increase until 2019 when the new finishing line installation and commissioning are complete. Quarter-over-quarter, capacity utilization declined due to the timing of annual maintenance shuts.

Year-to-date, the Company generated $2 million of Margin Improvement Program (MIP) gains due to a richer product mix, improved productivity and the timing of planned annual maintenance shuts and related costs, partially offset by costs associated with executing on strategic initiatives. MIP is measured relative to the prior year at constant prices and exchange rates.

Capital investments were $41 million (including intangible assets) in the third quarter and $145 million year-to-date. Norbord’s 2018 capital expenditures are forecast at approximately $200 million, including the Inverness, Scotland finishing line, Chambord, Quebec rebuild, Grande Prairie, Alberta debottlenecking and preliminary engineering for the Huguley, Alabama woodroom projects (as described below), as well as other projects focused on reducing manufacturing costs and increasing productivity across the mills. In addition, it includes investments to support the Company’s strategy to increase the production of specialty products for industrial and export markets.

Included in the year-to-date capital investments is $9 million for the Inverness, Scotland mill modernization and expansion project. Installation of the new finishing end will be completed during the fourth quarter of 2018. Total capital spending to-date for the project is $143 million. The project cost is expected to total $145 million, 7% above the $135 million budget due to significant fluctuations in the relative values of the Pound Sterling, Euro and US dollar currencies over the two-year life of the project.

Also included in the year-to-date capital investments is $41 million for the Grande Prairie, Alberta debottlenecking project. The Grande Prairie mill is one of the largest single-line OSB facilities in the world, but the mill is currently bottlenecked in the areas before the forming line and press. The Company is undertaking a project to redeploy the wood handling, heat energy and drying equipment from the unfinished and unused second production line to debottleneck the existing first line. Upon completion in the fourth quarter of 2018, the mill’s production capacity is expected to increase by 100 MMsf (3/8-inch basis) to support growing demand from key customers. Further savings are expected to be realized through reduced wood and natural gas usage. The project is budgeted at $55 million.

Also included in the year-to-date capital investments is $11 million for the Chambord, Quebec mill rebuild project. Norbord believes North American OSB demand will continue to grow. In order to support this anticipated growth, Norbord is rebuilding and preparing the Chambord, Quebec mill for an eventual restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. This project involves replacing the dryers and investing in the wood-handling and finishing end areas to debottleneck the mill’s manufacturing process and reduce manufacturing costs, as well as upgrades in process and personal safety systems, electrical systems and environmental equipment to bring the mill up to current standards after a decade of curtailment. Once complete, the investment is expected to increase the mill’s stated annual production capacity by 80 MMsf, from 470 MMsf to 550 MMsf (3/8-inch basis). The project is budgeted at $71 million.

Norbord has begun preliminary engineering work to plan for the rebuild and automation of the wood-handling section of the Huguley, Alabama mill. A similar project was undertaken at the sister Joanna, South Carolina mill in 2014, which enabled a capacity increase of 150 MMsf (3/8-inch basis) from debottlenecking the continuous press production line. Capital spending of less than $1 million was invested in the quarter.


3

Exhibit 99.1
                                        norborda03.jpg



Looking ahead to next year’s capital expenditures, while the Company is still in the process of finalizing its capital plans, 2019 capital expenditures are targeted at approximately $150 million.

Operating working capital was $173 million at quarter-end compared to $156 million at the end of the same quarter last year and $212 million at the end of the prior quarter. The year-over-year increase is primarily due to inventories attributable to the new Inverness line and restarted Huguley mill, partially offset by the accounts receivable impact of lower North American OSB prices. The quarter-over-quarter decrease is primarily due to lower North American OSB prices, the seasonal log inventory drawdown in the northern mills in North America, higher profit share accruals attributed to higher year-to-date earnings and the timing of interest payments on the Company’s senior secured notes. Working capital continues to be managed at minimal levels across the Company.

At quarter-end, Norbord had unutilized liquidity of $548 million, consisting of $193 million in cash and $355 million in unused credit lines. The Company’s tangible net worth was $1,278 million and net debt to total capitalization on a book basis was 23%, with both ratios well within bank covenants.

Dividend

The Board of Directors declared a quarterly dividend of C $0.60 per common share, payable on December 21, 2018 to shareholders of record on December 1, 2018. Any dividends reinvested on December 21, 2018 under the Company’s Dividend Reinvestment Plan will be used by the transfer agent to purchase common shares on the open market.

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 receive dividends in Canadian dollars. The US dollar equivalent of the dividend will be based on the Bloomberg FX Fixings Service (BFIX) noon exchange rate on the record date or, if the record date falls on a weekend or holiday, on the BFIX noon exchange rate of the preceding business day.

Registered shareholders wishing to receive the US dollar dividend equivalent should contact Norbord’s transfer agent, AST Trust Company (Canada), 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.

Normal Course Issuer Bid

Norbord also announced today that the Toronto Stock Exchange (TSX) has accepted its notice of intention to renew its normal course issuer bid in accordance with TSX rules. Under the bid, Norbord may purchase up to 5,191,965 of its common shares, representing 10% of the Company’s public float of 51,919,654 as of October 22, 2018, pursuant to TSX rules (a total of 86,848,396 Common Shares were issued and outstanding as of such date).

Purchases under the bid may commence on November 5, 2018, and will terminate on the earlier of November 4, 2019, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by Norbord of termination of the bid. Purchases will be made on the

4

Exhibit 99.1
                                        norborda03.jpg



open market by Norbord through the facilities of the TSX, the New York Stock Exchange or Canadian or US alternative trading systems, if eligible, in accordance with the requirements of the TSX and applicable securities laws. The price that Norbord will pay for any such common shares will be the market price of such shares at the time of acquisition. Common shares purchased under the bid will be cancelled. Norbord’s average daily trading volume on the TSX during the last six calendar months was 318,819 common shares. Daily purchases of common shares will not exceed 79,704 subject to the Company’s ability to make “block” purchases under the rules of the TSX. Under its prior bid that commenced on November 3, 2017 and expires on November 2, 2018, Norbord previously sought and received approval from the TSX to repurchase up to 5,142,773 common shares. Norbord did not acquire any common shares under such bid in the past 12 months.
Norbord believes that the market price of its common shares at certain times may be attractive and that the purchase of these common shares from time to time would be an appropriate use of Norbord’s funds in light of potential benefits to remaining shareholders.
From time to time, when Norbord does not possess material non-public information about itself or its securities, it may enter into an automatic purchase plan with its broker to allow for the purchase of common shares at times when Norbord ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with Norbord’s broker will be adopted in accordance with applicable Canadian securities laws.

Additional Information

Norbord’s Q3 2018 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 Thursday, November 1, 2018 at 11:00 a.m. ET. The call will be broadcast live over the internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until December 1, 2018 by dialing 1-888-203-1112 or 647-436-0148 (passcode 3699127 and pin 9635). 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 $2.1 billion and employs approximately 2,750 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-

5

Exhibit 99.1
                                        norborda03.jpg




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 “set up,” “on track,” “expect,” “estimate,” “forecast,” “target,” “outlook,” “schedule,” “represent,” “continue,” “intend,” “should,” “would,” “could,” “will,” “can,” “might,” “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, including continued access to fibre resources at competitive prices; availability of rail services and port facilities; various events that could disrupt operations, including natural or catastrophic events and ongoing relations with employees; impact of changes to, or non-compliance with, environmental regulations; impact of any product liability claims in excess of insurance coverage; risks inherent to a capital intensive industry; impact of future outcomes of tax exposures; potential future changes in tax laws; effects of currency exposures and exchange rate fluctuations; future operating costs, availability of financing, impact of future cross-border trade rulings or agreements; ability to implement new or upgraded information technology infrastructure; impact of information technology service disruptions or failures; 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 February 1, 2018 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2017 Management’s Discussion and Analysis dated February 1, 2018 and Q3 2018 Management’s Discussion and Analysis dated October 31, 2018.

Norbord defines Adjusted EBITDA as earnings determined in accordance with International Financial Reporting Standards (IFRS) before finance costs, income taxes, depreciation, amortization and non-recurring or other items; Adjusted earnings as earnings determined in accordance with IFRS before non-recurring or other items and using a normalized income tax rate; and Adjusted earnings per share is Adjusted earnings divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified). Adjusted EBITDA, Adjusted earnings, and Adjusted earnings per share are non-IFRS financial measures, do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s 2017 Management’s Discussion and Analysis dated February 1, 2018 and Q3 2018 Management’s Discussion and Analysis dated October 31, 2018 for a quantitative reconciliation of Adjusted EBITDA and Adjusted earnings to earnings (the most directly comparable IFRS measure). 




6

Exhibit 99.1
                                        norborda03.jpg



Peter Wijnbergen
President & CEO


November 1, 2018

To Our Shareholders:

The third quarter was another excellent operating quarter for Norbord. Our mills ran well, and we saw continued improvement in our European business and with our specialty products strategy. North American shipments increased both year-over-year and over the prior quarter, earnings from our European business increased and Norbord continues to generate strong free cash flow. We delivered Adjusted EBITDA of $211 million for the quarter, with Adjusted earnings of $1.41 per diluted share. This solid performance follows our record Q2 results which were the best in Norbord’s 30-year history.

Our perspective on the market

While we are happy with our Q3 performance, there has been a noticeable shift in US housing sentiment in the past month that has put significant negative pressure on the broader wood products sector and North American product prices, including OSB. There are times when markets appear to over-react and we believe this is one of those times. As a result, we have renewed our Normal Course Issuer Bid and are actively planning to repurchase our stock under this renewed bid.

For our part, we see fundamentals that continue to be supportive of our business.

Looking at the macroeconomic indicators, there remains significant pent-up US housing demand driven by household formation and replacement of aging housing stock. More people are becoming first-time homebuyers and the desire to own remains high. Despite headlines to the contrary, entry-level home affordability remains favourable compared to historical averages. Single-family homebuilders remain optimistic and housing economists continue to forecast new home construction growth for the next year, particularly in entry-level homes. Taken together, we share the view of housing experts that we are experiencing a short-term hiccup, or temporary pause, rather than a directional change.

Beyond the housing market, Norbord’s business strategy also supports our continued optimism.

We began pursuing our specialty products strategy after our merger with Ainsworth to bring greater stability to our earnings during times of inherent housing market volatility, and we are seeing positive results. Since we launched this strategy in 2015, our specialty sales volume has increased by more than 40%. Put into context, this represents the approximate annual production of one mill. Over the same period, our value-added products volume has increased 35%. We are continuing this momentum with steady, incremental growth in our specialty volumes. This is not to say that commodity OSB will not continue to be a part of our business. Rather, it is a demonstration that there are other areas of growth within our traditional business. Our target continues to be expanding specialty products to 50% of our North American sales volume.

Our results are also supported by our steadily improving European business, which delivered another excellent quarterly performance of $23 million in Adjusted EBITDA, 10% more than Q2 and 64% above

7

Exhibit 99.1
                                        norborda03.jpg



the same quarter last year. European OSB demand remains robust in our key markets and continues to support price momentum. Our investment to modernize and expand our Inverness, Scotland mill will ensure we can meet the demand growth we are seeing from customers across the UK and in western Europe.

Strength amid volatility

Our message to shareholders remains positive, despite recent volatility. The fundamentals of our business remain solid. Our production capacity is well aligned to customer demand. Our diversification strategy provides additional sales channels and has helped cushion against housing market swings. Norbord’s balance sheet is the strongest it has been in two decades and we have almost $550 million of liquidity at our disposal. Our decision-making continues to be guided by a disciplined approach to capital allocation.

As always, our commitment is “controlling our controllables”. Our philosophy continues to be that we only produce what we can sell. We are focused on the efficiency and productivity of our mills and the prudent allocation of capital.

I look forward to reporting on our progress next quarter.

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, market outlook, 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 achievements expressed or implied by the forward-looking statements. See the cautionary language in the Forward-Looking Statements section of the 2017 Management’s Discussion and Analysis dated February 1, 2018 and Q3 2018 Management’s Discussion and Analysis dated October 31, 2018.

Norbord defines Adjusted EBITDA as earnings determined in accordance with International Financial Reporting Standards (IFRS) before finance costs, income taxes, depreciation, amortization and non-recurring or other items; Adjusted earnings as earnings determined in accordance with IFRS before non-recurring or other items and using a normalized income tax rate; and Adjusted earnings per share as Adjusted earnings divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified). Adjusted EBITDA, Adjusted earnings, and Adjusted earnings per share 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 Q3 2018 Management’s Discussion and Analysis dated October 31, 2018 for a quantitative reconciliation of Adjusted EBITDA and Adjusted earnings to earnings (the most directly comparable IFRS measure).
  


8

Exhibit 99.1


Interim Consolidated Balance Sheets
 
(Unaudited)
(US $ millions)
Sep 29, 2018

 
Dec 31, 2017

Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
193

 
$
241

Accounts receivable
195

 
174

Taxes receivable
2

 
1

Inventory
234

 
224

Prepaids
18

 
11

 
642

 
651

Non-current assets

 

Property, plant and equipment
1,458

 
1,421

Intangible assets
21

 
24

Deferred income tax assets
4

 
4

Other assets
5

 
3

 
1,488

 
1,452

 
$
2,130

 
$
2,103

Liabilities and shareholders’ equity

 

Current liabilities

 

Accounts payable and accrued liabilities
$
274

 
$
282

Taxes payable
47

 
74

 
321

 
356

Non-current liabilities

 

Long-term debt
549

 
548

Other liabilities
24

 
29

Deferred income tax liabilities
194

 
151

 
767

 
728

Shareholders’ equity
1,042

 
1,019

 
$
2,130

 
$
2,103


9

Exhibit 99.1


Interim Consolidated Statements of Earnings
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions, except per share information)
 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Sales
 
$
640

 
$
578

 
$
1,923

 
$
1,581

Cost of sales
 
(427
)
 
(381
)
 
(1,259
)
 
(1,110
)
General and administrative expenses
 
(4
)
 
1

 
(14
)
 
(7
)
Depreciation and amortization
 
(34
)
 
(27
)
 
(100
)
 
(78
)
Loss on disposal of assets
 

 
(2
)
 

 
(9
)
Operating income
 
175

 
169

 
550

 
377

Non-operating expense:
 
 
 
 
 

 

Finance costs
 
(8
)
 
(7
)
 
(25
)
 
(26
)
Earnings before income tax
 
167

 
162

 
525

 
351

Income tax expense
 
(37
)
 
(32
)
 
(126
)
 
(75
)
Earnings
 
$
130

 
$
130

 
$
399

 
$
276

Earnings per common share
 
 
 
 
 
 
 
 
Basic
 
$
1.50

 
$
1.51

 
$
4.61

 
$
3.21

Diluted
 
1.49

 
1.50

 
4.58

 
3.18


Interim Consolidated Statements of Comprehensive Income
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings
$
130

 
$
130

 
$
399

 
$
276

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Items that will not be reclassified to earnings:
 
 
 
 

 

Actuarial gain (loss) on post-employment obligation
2

 
4

 
6

 
(2
)
Items that may be reclassified subsequently to earnings:
 
 
 
 

 

Foreign currency translation (loss) gain on foreign operations
(3
)
 
10

 
(13
)
 
27

Other comprehensive (loss) income, net of tax
(1
)
 
14

 
(7
)
 
25

Comprehensive income
$
129

 
$
144

 
$
392

 
$
301



10

Exhibit 99.1


Interim Consolidated Statements of
Changes in Shareholders’ Equity
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Share capital
 
 
 
 
 

 

Balance, beginning of period
 
$
1,356

 
$
1,345

 
$
1,350

 
$
1,341

Issue of common shares upon exercise of options and
  Dividend Reinvestment Plan
 
5

 
5

 
11

 
9

Balance, end of period
 
$
1,361

 
$
1,350

 
$
1,361

 
$
1,350

Merger reserve
 
$
(96
)
 
$
(96
)
 
$
(96
)
 
$
(96
)
Contributed surplus
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
7

 
$
8

 
$
8

 
$
9

Stock options exercised
 

 

 
(1
)
 
(1
)
Balance, end of period
 
$
7

 
$
8

 
$
7

 
$
8

Retained earnings (deficit)
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
121

 
$
(282
)
 
$
(67
)
 
$
(402
)
Earnings
 
130

 
130

 
399

 
276

Common share dividends
 
(298
)
 
(35
)
 
(379
)
 
(61
)
Balance, end of period(i)
 
$
(47
)
 
$
(187
)
 
$
(47
)
 
$
(187
)
Accumulated other comprehensive loss
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
(182
)
 
$
(191
)
 
$
(176
)
 
$
(202
)
Other comprehensive (loss) income
 
(1
)
 
14

 
(7
)
 
25

Balance, end of period
 
$
(183
)
 
$
(177
)
 
$
(183
)
 
$
(177
)
Shareholders’ equity
 
$
1,042

 
$
898

 
$
1,042

 
$
898




 



(i) Retained deficit comprised of:
 
 
 
 
Deficit arising on cashless exercise of warrants in 2013
 
$
(263
)
 
$
(263
)
All other retained earnings
 
216

 
76

 
 
$
(47
)
 
$
(187
)

11

Exhibit 99.1


Interim Consolidated Statements of Cash Flows
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

CASH PROVIDED BY (USED FOR):
 
 
 
 
 
 
 
 
Operating activities
 
 
 
 
 
 
 
 
Earnings
 
$
130

 
$
130

 
$
399

 
$
276

Items not affecting cash:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
34

 
27

 
100

 
78

Deferred income tax
 
11

 
(3
)
 
42

 
22

Loss on disposal of assets
 

 
2

 

 
9

Other items
 
9

 
12

 
11

 
8

 
 
184

 
168

 
552

 
393

Net change in non-cash operating working capital balances
 
29

 
3

 
(45
)
 
(52
)
Net change in taxes receivable, taxes payable and investment
   tax credit receivable
 
15

 
32

 
(25
)
 
45

 
 
228

 
203

 
482

 
386

Investing activities
 
 
 
 
 
 
 
 
Investment in property, plant and equipment
 
(39
)
 
(56
)
 
(156
)
 
(174
)
Investment in intangible assets
 

 

 
(1
)
 
(3
)
 
 
(39
)
 
(56
)
 
(157
)
 
(177
)
Financing activities
 
 
 
 
 
 
 
 
Common share dividends paid
 
(292
)
 
(35
)
 
(373
)
 
(60
)
Issue of common shares
 

 
4

 
4

 
7

Repayment of debt
 

 

 

 
(200
)
Accounts receivable securitization repayments, net
 

 

 

 

Bank advances, net
 

 

 

 

 
 
(292
)
 
(31
)
 
(369
)
 
(253
)
Foreign exchange revaluation on cash and cash
   equivalents held
 
(2
)
 
3

 
(4
)
 
9

Cash and cash equivalents
 
 
 
 
 
 
 
 
Increase during period
 
(105
)
 
119

 
(48
)
 
(35
)
Balance, beginning of period
 
298

 
7

 
241

 
161

Balance, end of period
 
$
193

 
$
126

 
$
193

 
$
126



12
EX-99.2 3 a2018q3osb-ex992fs.htm EXHIBIT 99.2 Exhibit
Exhibit 99.2


Interim Consolidated Balance Sheets
 
(Unaudited)
(US $ millions)
 Note
Sep 29, 2018

 
Dec 31, 2017

Assets

 
 
 
Current assets

 
 
 
Cash and cash equivalents

$
193

 
$
241

Accounts receivable
3
195

 
174

Taxes receivable

2

 
1

Inventory
4
234

 
224

Prepaids

18

 
11

 

642

 
651

Non-current assets


 

Property, plant and equipment
14
1,458

 
1,421

Intangible assets

21

 
24

Deferred income tax assets

4

 
4

Other assets

5

 
3

 

1,488

 
1,452

 

$
2,130

 
$
2,103

Liabilities and shareholders’ equity


 

Current liabilities


 

Accounts payable and accrued liabilities

$
274

 
$
282

Taxes payable

47

 
74

 
 
321

 
356

Non-current liabilities


 

Long-term debt
5
549

 
548

Other liabilities
6
24

 
29

Deferred income tax liabilities

194

 
151

 
 
767

 
728

Shareholders’ equity

1,042

 
1,019

 
 
$
2,130

 
$
2,103

(See accompanying notes, including note 12 for commitments and contingencies)



1

Exhibit 99.2


Interim Consolidated Statements of Earnings
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions, except per share information)
Note  
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Sales
14
$
640

 
$
578

 
$
1,923

 
$
1,581

Cost of sales

(427
)
 
(381
)
 
(1,259
)
 
(1,110
)
General and administrative expenses

(4
)
 
1

 
(14
)
 
(7
)
Depreciation and amortization
14
(34
)
 
(27
)
 
(100
)
 
(78
)
Loss on disposal of assets


 
(2
)
 

 
(9
)
Operating income

175

 
169

 
550

 
377

Non-operating expense:

 
 
 
 

 

Finance costs

(8
)
 
(7
)
 
(25
)
 
(26
)
Earnings before income tax

167

 
162

 
525

 
351

Income tax expense
8
(37
)
 
(32
)
 
(126
)
 
(75
)
Earnings

$
130

 
$
130

 
$
399

 
$
276

Earnings per common share
9
 
 
 
 
 
 
 
Basic

$
1.50

 
$
1.51

 
$
4.61

 
$
3.21

Diluted

1.49

 
1.50

 
4.58

 
3.18

(See accompanying notes)
Interim Consolidated Statements of Comprehensive Income
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings

$
130

 
$
130

 
$
399

 
$
276

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
Items that will not be reclassified to earnings:

 
 
 
 

 

Actuarial gain (loss) on post-employment obligation

2

 
4

 
6

 
(2
)
Items that may be reclassified subsequently to earnings:

 
 
 
 

 

Foreign currency translation (loss) gain on foreign
   operations

(3
)
 
10

 
(13
)
 
27

Other comprehensive (loss) income, net of tax

(1
)
 
14

 
(7
)
 
25

Comprehensive income

$
129

 
$
144

 
$
392

 
$
301

(See accompanying notes)


2


Interim Consolidated Statements of
Changes in Shareholders’ Equity
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
Note 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Share capital

 
 
 
 

 

Balance, beginning of period

$
1,356

 
$
1,345

 
$
1,350

 
$
1,341

Issue of common shares upon exercise of options and
  Dividend Reinvestment Plan
7
5

 
5

 
11

 
9

Balance, end of period
7
$
1,361

 
$
1,350

 
$
1,361

 
$
1,350

Merger reserve
7
$
(96
)
 
$
(96
)
 
$
(96
)
 
$
(96
)
Contributed surplus
 
 
 
 
 
 
 
 
Balance, beginning of period

$
7

 
$
8

 
$
8

 
$
9

Stock options exercised
7

 

 
(1
)
 
(1
)
Balance, end of period

$
7

 
$
8

 
$
7

 
$
8

Retained earnings (deficit)
 
 
 
 
 
 
 
 
Balance, beginning of period

$
121

 
$
(282
)
 
$
(67
)
 
$
(402
)
Earnings

130

 
130

 
399

 
276

Common share dividends

(298
)
 
(35
)
 
(379
)
 
(61
)
Balance, end of period(i)

$
(47
)
 
$
(187
)
 
$
(47
)
 
$
(187
)
Accumulated other comprehensive loss
 
 
 
 
 
 
 
 
Balance, beginning of period

$
(182
)
 
$
(191
)
 
$
(176
)
 
$
(202
)
Other comprehensive (loss) income

(1
)
 
14

 
(7
)
 
25

Balance, end of period
7
$
(183
)
 
$
(177
)
 
$
(183
)
 
$
(177
)
Shareholders’ equity

$
1,042

 
$
898

 
$
1,042

 
$
898

(See accompanying notes)
 
 
 
 
 
(i) Retained deficit comprised of:
 
 
 
 
Deficit arising on cashless exercise of warrants in 2013
 
$
(263
)
 
$
(263
)
All other retained earnings
 
216

 
76

 
 
$
(47
)
 
$
(187
)

3

Exhibit 99.2


Interim Consolidated Statements of Cash Flows
 
(Unaudited)
Periods ended Sep 29 and Sep 30 (US $ millions)
Note
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

CASH PROVIDED BY (USED FOR):
 
 
 
 
 
 
 
 
Operating activities
 
 
 
 
 
 
 
 
Earnings

$
130

 
$
130

 
$
399

 
$
276

Items not affecting cash:
 
 
 
 
 
 
 
 
Depreciation and amortization
14
34

 
27

 
100

 
78

Deferred income tax
8
11

 
(3
)
 
42

 
22

Loss on disposal of assets


 
2

 

 
9

Other items
10
9

 
12

 
11

 
8

 
 
184

 
168

 
552

 
393

Net change in non-cash operating working capital balances
10
29

 
3

 
(45
)
 
(52
)
Net change in taxes receivable, taxes payable and investment
   tax credit receivable

15

 
32

 
(25
)
 
45

 
 
228

 
203

 
482

 
386

Investing activities
 
 
 
 
 
 
 
 
Investment in property, plant and equipment

(39
)
 
(56
)
 
(156
)
 
(174
)
Investment in intangible assets


 

 
(1
)
 
(3
)
 

(39
)
 
(56
)
 
(157
)
 
(177
)
Financing activities
 
 
 
 
 
 
 
 
Common share dividends paid

(292
)
 
(35
)
 
(373
)
 
(60
)
Issue of common shares
7

 
4

 
4

 
7

Repayment of debt


 

 

 
(200
)
 

(292
)
 
(31
)
 
(369
)
 
(253
)
Foreign exchange revaluation on cash and cash
   equivalents held

(2
)
 
3

 
(4
)
 
9

Cash and cash equivalents
 
 
 
 
 
 
 
 
(Decrease) increase during period

(105
)
 
119

 
(48
)
 
(35
)
Balance, beginning of period

298

 
7

 
241

 
161

Balance, end of period

$
193

 
$
126

 
$
193

 
$
126

(See accompanying notes, including note 10 for supplemental cash flow information)


4

Exhibit 99.2


Notes to the Interim Consolidated Financial Statements
(in US $, unless otherwise noted)
In these condensed consolidated interim financial statements (interim financial statements) notes, “Norbord” means Norbord Inc. and all of its consolidated subsidiaries and affiliates, and “Company” means Norbord Inc. as a separate corporation, unless the context implies otherwise. “Brookfield” means Brookfield Asset Management Inc., or any of its consolidated subsidiaries and affiliates, which are related parties by virtue of holding a significant equity interest in the Company.
NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY
Norbord is an international producer of wood-based panels with 17 mills in the United States, Europe and Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). 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.
At period-end, Brookfield's interest was approximately 40% of the outstanding common shares of the Company.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
(a)      Statement of Compliance
These 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 Norbord disclosed in its audited consolidated financial statements as at, and for the year ended, December 31, 2017 unless noted otherwise in note 2(c). 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 Norbord’s 2017 audited annual financial statements which include information necessary or useful to understanding Norbord’s business and financial statement presentation. Norbord’s interim results are not necessarily indicative of its results for a full year.

These interim financial statements were authorized for issuance by the Board of Directors of the Company on October 31, 2018.
(b)      Basis of Presentation
These interim financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.
(c) Changes in Accounting Policies
(i)
Financial Instruments
In July 2014, the International Accounting Standards Board (IASB) issued the final publication of IFRS 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 became effective for Norbord on January 1, 2018 and did not have a material impact on its interim financial statements or accounting policy.
(ii)
Revenue from Contracts with Customers
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (IFRS 15), which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 and the related amendments became effective for Norbord on January 1, 2018 and did not have a material impact on its interim financial statements. The revised accounting policy is as follows:
Revenue is recognized when control of the goods has transferred to the purchaser. This is generally when goods are shipped, which is also when the performance obligations have been fulfilled under either the terms of the related sales contract or standard industry terms. The majority of product is shipped via third-party transport on a freight-on-board shipping point basis. Revenues are recorded net of discounts and incentives but inclusive of f

5

Exhibit 99.2


reight. In all cases, product is subject to quality testing by Norbord to ensure it meets applicable standards prior to shipment.
(iii)Share-based Payment
In June 2016, the IASB issued an amendment to IFRS 2, Share-based Payment, clarifying the accounting for certain types of share-based payment transactions. The amendments provide requirements on accounting for the effects of vesting and non-vesting conditions of cash-settled share-based payments, withholding tax obligations for share-based payments with a net settlement feature, and when a modification to the terms of a share-based payment changes the classification of the transaction from cash-settled to equity-settled. The amendment became effective for Norbord on January 1, 2018 and did not have an impact on its interim financial statements or accounting policy.
(iv)Foreign Currency Transactions and Advance Consideration
In December 2016, the IFRS Interpretations Committee of the IASB issued IFRIC 22, Foreign Currency Transactions and Advance Consideration (IFRIC 22). The interpretation addresses how to determine the date of the transaction when applying IAS 21, The Effects of Changes in Foreign Exchange Rates. The date of transaction determines the exchange rate to be used on initial recognition of the related asset, expense or income. IFRIC 22 became effective for Norbord on January 1, 2018 and did not have a material impact on its interim financial statements or accounting policy.
(d) Future Changes in Accounting Policies
(i)Leases
In January 2016, the IASB issued IFRS 16, Leases (IFRS 16), which replaces the existing lease accounting guidance. IFRS 16 requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. Norbord intends to adopt IFRS 16 in its financial statements for the annual period beginning on January 1, 2019 using a modified retrospective approach with the cumulative effect of adopting IFRS recognized as an adjustment to opening retained earnings as at January 1, 2019. Comparative information will not be restated.
Norbord has completed an initial assessment of the potential impact on its consolidated financial statements including an inventory of all outstanding leases and selecting a software tool for calculating and maintaining Norbord's lease inventory. The most significant impact identified is that Norbord will recognize new assets (right-of-use assets) and liabilities (lease liabilities) for its operating leases of property and equipment. In addition, the nature of expenses related to these leases will now change because IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. No impact is expected for Norbord’s existing finance leases.
The actual impact of applying IFRS 16 on the financial statements in the period of initial application will depend on future economic conditions, including Norbord’s borrowing rates at January 1, 2019, the composition of Norbord’s leases at that date, Norbord’s latest assessment of whether it will exercise any lease renewal options and the extent to which Norbord chooses to use practical expedients and recognition exemptions. Norbord is currently finalizing the potential impact of applying these practical expedients.
(ii)
Uncertainty over Income Tax Treatments
In June 2017, the IFRS Interpretations Committee of the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The interpretation is effective for the annual period beginning on January 1, 2019. Norbord does not expect IFRIC 23 to have any impact on its financial statements.
(iii)
Financial Instruments
In October 2017, the IASB issued amendments to IFRS 9 with regards to prepayment features with negative compensation. These amendments are effective for the annual period beginning on January 1, 2019, and clarify that a financial asset containing prepayment features with negative compensation may be measured at amortized cost or fair value through other comprehensive income when eligibility conditions are met. Norbord has assessed its financial instruments and does not expect these amendments to have any impact on its financial statements.
(iv)
Employee Benefits
In February 2018, the IASB issued amendments to IAS 19, Employee Benefits. The amendments are effective for the annual period beginning on January 1, 2019 and clarify the actuarial assumptions to be used for defined

6

Exhibit 99.2


benefit pension plans upon plan amendment, curtailment or settlement. Norbord does not expect these amendments to have any impact on its accounting policy.

NOTE 3. ACCOUNTS RECEIVABLE
The Company has the ability to draw up to $125 million under a 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, the Company has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.
At period-end, the Company had transferred but continued to recognize $174 million (December 31, 2017$153 million) in trade accounts receivable, and the Company recorded drawings of $nil as other long-term debt (December 31, 2017 – $nil) relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount the Company chooses to draw under the program at any point in time depends on the level of accounts receivable transferred and 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 total capitalization calculation for financial covenant purposes (note 5). The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as finance costs. Year-to-date, there were no utilization charges (20171.5% to 2.6%).
The securitization program contains no financial covenants; however, the program is subject to minimum credit-rating requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent. As at October 31, 2018, the Company’s ratings were BB (DBRS), BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).

NOTE 4. INVENTORY
(US $ millions)
 
Sep 29, 2018

 
Dec 31, 2017

Raw materials
$
70

 
$
68

Finished goods
78

 
74

Operating and maintenance supplies
86

 
82

 
$
234

 
$
224

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $12 million (December 31, 2017$14 million).

NOTE 5. LONG-TERM DEBT
(US $ millions)
Sep 29, 2018

 
Dec 31, 2017

Principal value
 
 
 
5.375% senior secured notes due December 2020
$
240

 
$
240

6.25% senior secured notes due April 2023
315

 
315

 
555

 
555

Less: Unamortized debt issue costs
(6
)
 
(7
)
 
$
549

 
$
548

Revolving Bank Lines
The Company has an aggregate commitment of $245 million under committed revolving bank lines which bear interest at money market rates plus a margin that varies with the Company’s credit rating. The maturity date of the total aggregate commitment is

7

Exhibit 99.2


May 2021. 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 2020 and 2023 senior secured notes.
At period-end, none of the revolving bank lines were drawn as cash, $15 million (December 31, 2017 – $19 million) was utilized for letters of credit and guarantees and $230 million (December 31, 2017$226 million) was available to support short-term liquidity requirements.
The revolving bank lines contain two quarterly financial covenants: minimum tangible net worth of $500 million and maximum net debt to total capitalization, book basis, of 65%. The Company was in compliance with the financial covenants at period-end.

NOTE 6. OTHER LIABILITIES
(US $ millions)
 
Sep 29, 2018

 
Dec 31, 2017

Defined benefit pension obligation

$
12

 
$
20

Accrued employee benefits

7

 
6

Reforestation obligation
 
2

 
2

Other
 
3

 
1

 
 
$
24

 
$
29


NOTE 7. SHAREHOLDERS’ EQUITY
Share Capital
  
9 mos 2018
 
9 mos 2017
 
 
Shares
(millions)

 
 Amount
(US $ millions)

Shares
(millions)

 
Amount
(US $ millions)

Common shares outstanding, beginning of period
86.4

 
$
1,350

85.8

 
$
1,341

Issuance of common shares upon exercise of options and Dividend Reinvestment Plan
0.4

 
11

0.6

 
9

Common shares outstanding, end of period
86.8

 
$
1,361

86.4

 
$
1,350

Dividend Reinvestment Plan
Year-to-date, $6 million of dividends were reinvested in common shares (2017 – less than $1 million).
Merger Reserve
On March 31, 2015, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) completed an arrangement under which the Company acquired all of the outstanding common shares of Ainsworth in an all-share transaction. The Company elected not to account for this transaction as a business combination under IFRS 3, Business Combinations, as the transaction represented 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.

The merger reserve represents the difference between the fair value of the Norbord common shares on the date of issuance as consideration and the book value of Ainsworth’s net assets exchanged.
Stock Options
Year-to-date, 0.2 million stock options were granted (2017 – 0.2 million stock options) and stock option expense of less than $1 million was recorded with a corresponding increase in contributed surplus (2017 – less than $1 million).

Year-to-date, 0.3 million common shares (2017 – 0.6 million common shares) were issued as a result of options exercised under the stock option plan for total cash proceeds of $4 million (2017 – $7 million) plus $1 million (2017 – $1 million) representing the vested amount of stock options transferred from contributed surplus.

8

Exhibit 99.2


Accumulated Other Comprehensive Loss
 
(US $ millions)
Sep 29, 2018

 
Dec 31, 2017

Foreign currency translation loss on foreign operations, net of tax of $(5) 
(December 31, 2017 – $(5))
$
(151
)
 
$
(138
)
Net loss on hedge of net investment in foreign operations, net of tax of $3
(December 31, 2017 – $3)
(8
)
 
(8
)
Actuarial loss on defined benefit pension obligation, net of tax of $8
(December 31, 2017 – $9)
(24
)
 
(30
)
Accumulated other comprehensive loss, net of tax
$
(183
)
 
$
(176
)

NOTE 8. INCOME TAX
Income tax expense recognized in the statement of earnings comprises the following:
(US $ millions)
 
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Current income tax expense
$
26

 
$
35

 
$
84

 
$
53

Deferred income tax expense
11

 
(3
)
 
42

 
22

 
$
37

 
$
32

 
$
126

 
$
75


NOTE 9. EARNINGS PER COMMON SHARE
(US $ millions, except share and per share information, unless otherwise noted)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings available to common shareholders
$
130

 
$
130

 
$
399

 
$
276

Common shares (millions):
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
86.7

 
86.2

 
86.6

 
86.1

Dilutive stock options(1)
0.5

 
0.7

 
0.5

 
0.6

Diluted number of common shares
87.2

 
86.9

 
87.1

 
86.7

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
1.50

 
$
1.51

 
$
4.61

 
$
3.21

Diluted
1.49

 
1.50

 
4.58

 
3.18

(1)Applicable if dilutive and when the weighted average daily closing share price for the period was greater than the exercise price for stock options. At period-end, there were nil stock options (September 30, 20170.1 million) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION
Other items comprise:
(US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Stock-based compensation
$
1

 
$
1

 
$
3

 
$
3

Pension funding greater than expense

 

 
(2
)
 
(2
)
Cash interest paid less than interest expense
8

 
7

 
8

 
1

Amortization of debt issue costs
1

 
1

 
2

 
2

Unrealized (gain) loss on outstanding currency forwards
(2
)
 
4

 
(1
)
 
1

Unrealized foreign exchange loss (gain) on translation of
  monetary balances
1

 
2

 
(1
)
 
2

Other

 
(3
)
 
2

 
1

 
$
9

 
$
12

 
$
11

 
$
8


9

Exhibit 99.2


The net change in non-cash operating working capital balances comprises:
(US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Cash provided by (used for):
 
 
 
 
 
 
 
Accounts receivable
$
18

 
$
(16
)
 
$
(25
)
 
$
(53
)
Prepaids
(8
)
 
(5
)
 
(6
)
 
(2
)
Inventory
8

 
11

 
(16
)
 
(9
)
Accounts payable and accrued liabilities
11

 
13

 
2

 
12

 
$
29

 
$
3

 
$
(45
)
 
$
(52
)
Cash interest and income taxes comprise:
(US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Cash interest paid
$

 
$

 
$
17

 
$
25

Cash interest received
(2
)
 

 
(3
)
 

Cash income taxes paid
15

 

 
116

 
3

Cash income taxes received
(5
)
 

 
(8
)
 
(1
)
The net change in financial liabilities comprises:
(US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Long-term debt
$

 
$
1

 
$
1

 
$
(198
)
Accrued interest on long-term debt
8

 
9

 
7

 
2

Net increase (decrease) in financial liabilities
$
8

 
$
10

 
$
8

 
$
(196
)
Cash and non-cash movements in financial liabilities comprise:
(US $ millions)
Q3 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Cash movements:
 
 
 
 
 
 
 
  Repayment of debt
$

 
$

 
$

 
$
(200
)
  Interest paid

 

 
(17
)
 
(25
)
 

 

 
(17
)
 
(225
)
Non-cash movements:
 
 
 
 
 
 
 
  Amortization of debt issue costs
1

 
1

 
2

 
2

  Interest expense
7

 
9

 
23

 
27

 
8

 
10

 
25

 
29

Net increase (decrease) in financial liabilities
$
8

 
$
10

 
$
8

 
$
(196
)


10

Exhibit 99.2


NOTE 11. FINANCIAL INSTRUMENTS
Non-Derivative Financial Instruments
The net book values and fair values of non-derivative financial instruments were as follows:
  
  
Sep 29, 2018
 
 
Dec 31, 2017
 
(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
$
193

 
$
193

 
$
241

 
$
241

Accounts receivable
Amortised cost
195

 
195

 
174

 
174

Other assets
Amortised cost
3

 
3

 
2

 
2

 
 
$
391

 
$
391

 
$
417

 
$
417

Financial liabilities:
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
Amortised cost
$
274

 
$
274

 
$
282

 
$
282

Long-term debt(1)
Amortised cost
555

 
572

 
555

 
597

Other liabilities
Amortised cost
24

 
24

 
29

 
29

 
 
$
853

 
$
870

 
$
866

 
$
908

(1) Principal value of long-term debt excluding debt issue costs of $6 million (2017 – $7 million) (note 5).
The carrying values of the Company's non-derivative financial instruments approximate fair value, except where disclosed below.
Derivative Financial Instruments
Canadian Dollar Monetary Hedge
At period-end, the Company had foreign currency forward contracts representing a notional amount of C $97 million (December 31, 2017 – C $41 million) in place to sell US dollars and buy Canadian dollars with maturities in October 2018. The fair value of these contracts at period-end is an unrealized gain of $1 million (December 31, 2017 – an unrealized gain of $1 million); the carrying value of the derivative instrument is equivalent to the unrealized gain at period-end. During the quarter, realized losses on the Company's matured hedges were $1 million (2017 – realized gains of $8 million). Year-to-date, net realized losses on the Company’s matured hedges were $2 million (2017 – net realized gains of $6 million).

Euro Cash Flow Hedge
At period-end, the Company had foreign currency options representing a notional amount of €15 million (December 31, 2017 – €60 million) in place to buy Pounds Sterling and sell Euros with maturities between October 2018 and December 2018. The fair value of these contracts at period-end is an unrealized gain of less than $1 million (December 31, 2017 – unrealized gain of less than $1 million). During the quarter, net realized losses on the Company's matured hedges were less than $1 million (2017 – $nil). Year-to-date, net realized losses on the Company's matured hedges were less than $1 million (2017 – $nil).
Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on 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. COMMITMENTS AND CONTINGENCIES
The Company has provided certain guarantees, commitments and indemnifications, including those related to former businesses. The maximum amounts from many of these items cannot be reasonably estimated at this time. However, in certain circumstances, the Company has recourse against other parties to mitigate the risk of loss. In the normal course of its business activities, the Company is subject to claims and legal actions that may be made against its customers, suppliers and others. While the final outcome with respect to actions outstanding or pending as at period-end cannot be predicted with certainty, the Company believes the resolution will not have a material effect on the Company’s financial position, financial performance, or cash flows.

11

Exhibit 99.2


The Company has entered into various commitments as follows:
 
  
 
Payments Due by Period
 
 
(US $ millions)
 
 
Less than 1 Year
 

 
        1–5 Years
 

 
    Thereafter
 

 
            Total
 

Purchase commitments
$
33

 
$
49

 
$
48

 
$
130

Operating leases
7

 
11

 
6

 
24

Reforestation obligations
1

 
1

 

 
2

 
$
41

 
$
61

 
$
54

 
$
156

Purchase commitments relate to the purchase of property, plant and equipment and long-term purchase contracts with minimum fixed payment amounts.

NOTE 13. 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 interim financial statements. The following transactions have occurred between Norbord and its related parties during the normal course of business.
Brookfield
Norbord periodically engages the services of Brookfield for various financial, real estate and other business services. During the quarter, the fees for services rendered were less than $1 million (2017 – less than $1 million). Year-to-date, the fees for services rendered were less than $1 million (2017 – less than $1 million).
Other
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 $23 million (2017 – $24 million) were made to Interex. Year-to-date, net sales of $72 million (2017 – $54 million) were made to Interex. At period-end, $3 million (December 31, 2017$3 million) due from Interex was included in accounts receivable. At period-end, the investment in Interex was less than $1 million (December 31, 2017 – less than $1 million) and is included in other assets.


12

Exhibit 99.2


NOTE 14. GEOGRAPHIC SEGMENTS
The Company operates principally in North America and Europe. Sales by geographic segment are determined based on the origin of shipment.
 
 
 
 
 
 
 
 
Q3 2018

(US $ millions)
 
North America

 
Europe

 
  Unallocated

 
 Total

Sales
 
$
508

 
$
132

 
$

 
$
640

EBITDA(1)
 
190

 
23

 
(4
)
 
209

Depreciation and amortization
 
29

 
5

 

 
34

Additions to property, plant and equipment
 
37

 
4

 

 
41

 
 
 
 
 
 
 
 
 
  
 
  
 
  
 
  
 
Q3 2017

(US $ millions)
 
North America

 
Europe

 
  Unallocated

 
 
Total

Sales
 
$
464

 
$
114

 
$

 
$
578

EBITDA(1)
 
182

 
13

 
1

 
196

Depreciation and amortization
 
24

 
3

 

 
27

Additions to property, plant and equipment
 
31

 
42

 

 
73

 
 
 
 
 
 
 
 
 
  
 
  
 
  
 
  
 
9 mos 2018

(US $ millions)
 
North America

 
Europe

 
  Unallocated

 
 
Total

Sales
 
$
1,533

 
$
390

 
$

 
$
1,923

EBITDA(1)
 
602

 
62

 
(14
)
 
650

Depreciation and amortization
 
84

 
16

 

 
100

Additions to property, plant and equipment
 
130

 
14

 

 
144

Property, plant and equipment
 
1,208

 
250

 

 
1,458

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9 mos 2017

(US $ millions)
 
North America

 
Europe

 
  Unallocated

 
 
Total

Sales
 
$
1,262

 
$
319

 
$

 
$
1,581

EBITDA(1)
 
434

 
28

 
(7
)
 
455

Depreciation and amortization
 
68

 
10

 

 
78

Additions to property, plant and equipment
 
90

 
98

 

 
188

Property, plant and equipment(2)
 
1,168

 
253

 

 
1,421

 (1) EBITDA is a non-IFRS financial measure, which the Company uses to assess segment performance and operating results. The Company defines EBITDA as earnings before finance costs, income tax, 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, 2017.

13
EX-99.3 4 a2018q3osb-ex993mda.htm EXHIBIT 99.3 Exhibit
Exhibit 99.3


OCTOBER 31, 2018
 
Management’s Discussion and Analysis
INTRODUCTION
This Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during the period. The information in this section should be read in conjunction with the unaudited condensed consolidated interim financial statements (interim financial statements) for the period ended September 29, 2018 and the audited consolidated financial statements and annual MD&A in the 2017 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, a related party by virtue of holding a significant equity interest in the Company.
Annual financial data provided within has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (the 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 (the CSA) at www.sedar.com and on the Electronic Data Gathering, Analysis and Retrieval System (EDGAR) section of the US Securities and Exchange Commission (the SEC) website at www.sec.gov/edgar.shtml.
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 an MJDS issuer, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of the CSA, whose requirements are different from those of the SEC.
This MD&A provides financial and operating results for the three and nine month periods ended September 29, 2018 and additional disclosure of material information up to and including the date of issue, being October 31, 2018. All financial references in the MD&A are stated in US dollars unless otherwise noted.
In evaluating the Company’s business, management uses non-IFRS financial measures which, in management’s view, are important supplemental measures of the Company’s performance and believes that they are frequently used by investors, securities analysts and other interested persons in the evaluation of Norbord and other similar companies. In this MD&A, the following non-IFRS financial measures have been used: Adjusted EBITDA, Adjusted earnings, Adjusted earnings 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 for financial covenant purposes, tangible net worth, net debt to

1

Exhibit 99.3


capitalization, book basis, and net debt to capitalization, market basis. These non-IFRS financial measures are described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies that may have different financing and capital structures and/or tax rates. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

BUSINESS OVERVIEW & STRATEGY
Norbord is a leading global manufacturer of wood-based panels with 17 mills in the United States (US), Canada and Europe. Norbord is the largest global producer of oriented strand board (OSB) with annual capacity of 8.4 billion square feet (Bsf) (3⁄8-inch basis). In North America, Norbord owns 13 OSB mills located in the Southern region of the US, Western Canada, Quebec, Ontario and Minnesota. In Europe, the Company operates an OSB mill, two particleboard production facilities and one medium density fibreboard (MDF) production facility in the United Kingdom (UK) and one OSB mill in Belgium, and is the UK’s largest panel producer. The Company reports its operations in two geographic segments, North America and Europe, with 77% of its panel production capacity in North America and 23% 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.
Maintaining balance sheet flexibility 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 September 29, 2018, Norbord had unutilized liquidity of $548 million, comprising $193 million in cash and cash equivalents, $230 million in unutilized revolving bank lines and $125 million undrawn under its accounts receivable securitization program. The Company’s tangible net worth was $1,278 million and net debt to total capitalization on a book basis was 23%, with both ratios well within bank covenants.

SUMMARY
For the third quarter of 2018, the Company generated strong operating cash flows and earnings reflecting continued improvement in North American OSB demand, driven by solid year-over-year growth in new home construction and specialty end-uses. Year-to-date, US housing starts were up 6% compared to the same period last year, with single-family starts also 6% higher. North American benchmark OSB prices remained above the 15-year average, with the benchmark North Central price averaging $363 per thousand square feet (Msf) (7/16-inch basis) for the quarter, down 15% versus the previous quarter and 11% against the same quarter last year. Norbord’s third quarter North American shipments were up 1% and 10% versus the prior quarter and same quarter last year, respectively, reflecting the restart of the Huguley, Alabama mill in the fourth quarter of 2017.
Customer demand in the Company’s core European markets continues to grow. In Norbord’s European segment, Adjusted EBITDA was 64% higher compared to the same quarter last year on continued panel price increases. Norbord's third quarter European shipments were up 5% but down 1% versus the prior quarter and same quarter last year, respectively, due to shipment timing.
Norbord generated operating income of $175 million in the third quarter of 2018, down from $236 million in the prior quarter but up from $169 million in the same quarter last year. Year-to-date, Norbord generated operating income of $550 million versus $377 million in the same period last year. Norbord generated Adjusted EBITDA of $211 million in the third quarter of 2018 versus $273 million in the prior quarter and $200 million in the same quarter last year. Year-to-date, Norbord generated Adjusted EBITDA of $654 million versus $468 million in the same period last year. The decline against the prior quarter was primarily due to lower North American OSB prices which were 71% above the 15-year average in the second quarter of 2018. The improvement against both prior year periods was primarily due to higher European average panel prices and North

2

Exhibit 99.3


American shipment volumes, partially offset by higher raw material prices. Higher North American OSB prices also contributed significantly to the year-to-date improvement.
The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings
 
$
130

 
$
174

 
$
130

 
$
399

 
$
276

Add: Finance costs
 
8

 
9

 
7

 
25

 
26

Add: Depreciation and amortization
 
34

 
36

 
27

 
100

 
78

Add: Income tax expense
 
37

 
53

 
32

 
126

 
75

Add: Loss on disposal of assets
 

 

 
2

 

 
9

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 
4

 
3

Add: Costs related to Inverness expansion project
 

 

 
1

 

 
1

Adjusted EBITDA(1)
 
$
211

 
$
273

 
$
200

 
$
654

 
$
468

(1)
Non-IFRS measure; see Non-IFRS Financial Measures section.
Norbord recorded earnings of $130 million ($1.50 per basic share and $1.49 per diluted share) in the third quarter of 2018 versus $174 million ($2.01 per basic share and $2.00 per diluted share) in the second quarter of 2018 and $130 million ($1.51 per basic share and $1.50 per diluted share) in the third quarter of 2017. Year-to-date, Norbord recorded earnings of $399 million ($4.61 per basic share and $4.58 per diluted share) versus $276 million ($3.21 per basic share and $3.18 per diluted share) in the same period last year. Excluding the impact of non-recurring or other items and using a normalized Canadian statutory tax rate, Norbord recorded Adjusted earnings of $123 million ($1.42 per basic share and $1.41 per diluted share) in the third quarter of 2018, compared to $167 million ($1.93 per basic share and $1.92 per diluted share) in the second quarter of 2018 and $121 million ($1.40 per basic share and $1.39 per diluted share) in the third quarter of 2017. Year-to-date, Norbord recorded Adjusted earnings of $386 million ($4.46 per basic share and $4.43 per diluted share) versus $266 million ($3.09 per basic share and $3.07 per diluted share). The fluctuations in Adjusted earnings versus all comparative periods were driven primarily by the fluctuations in Adjusted EBITDA, as discussed above.
The following table reconciles Adjusted earnings to the most directly comparable IFRS measure:
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings
 
$
130

 
$
174

 
$
130

 
$
399

 
$
276

Add: Loss on disposal of assets
 

 

 
2

 

 
9

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 
4

 
3

Add: Costs related to Inverness expansion project
 

 

 
1

 

 
1

Add: Reported income tax expense
 
37

 
53

 
32

 
126

 
75

Adjusted pre-tax earnings
 
169

 
228

 
166

 
529

 
364

Less: Income tax expense at statutory rate(1)
 
(46
)
 
(61
)
 
(45
)
 
(143
)
 
(98
)
Adjusted earnings(2)
 
$
123

 
$
167

 
$
121

 
$
386

 
$
266

(1)
Represents Canadian combined federal and provincial statutory rate.
(2)
Non-IFRS measure; see Non-IFRS Financial Measures section.
Home construction activity, particularly in the US, influences OSB demand and pricing. Fluctuations in North American OSB demand and prices significantly affect Norbord’s results given 77% of the Company’s panel production capacity is located in North America. Year-to-date, approximately 55% of Norbord’s North American OSB sales volume went into the new home construction sector, approximately 25% went into specialty applications (which include industrial and export markets), and approximately 20% went into repair-and-remodelling. 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.


3

Exhibit 99.3


The long-term fundamentals, such as new household formation and replacement of housing stock, underpin growing demand for new homes in the US, the largest market for the Company’s products. 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 believes it is well positioned to benefit from growing demand in its core North American, European and Asian markets.
On the input cost side, fluctuations in raw material input prices significantly impact operating costs. Wood fibre, resin, wax and energy account for approximately 60% of Norbord's OSB cash production costs. The prices for these commodities are determined by economic and market conditions. Global resin prices have generally been trending higher since the third quarter of 2016. Resin used in the OSB manufacturing process is a petrochemical product, and therefore its price typically follows global oil prices. Norbord will continue to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

4

Exhibit 99.3


SUMMARY OF FINANCIAL AND OPERATING HIGHLIGHTS
(US $ millions, except per share information, unless otherwise noted)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

SALES AND EARNINGS
 
 
 
 
 
 
 
 
 
 
Sales
 
640

 
707

 
578

 
1,923

 
1,581

Operating income
 
175

 
236

 
169

 
550

 
377

Adjusted EBITDA(1)
 
211

 
273

 
200

 
654

 
468

Earnings
 
130

 
174

 
       130

 
399

 
276

Adjusted earnings(1)
 
123

 
167

 
       121

 
386

 
266

PER COMMON SHARE EARNINGS
 
 
 
 
 
 
 
 
 
 
Earnings, basic
 
1.50

 
2.01

 
      1.51

 
4.61

 
3.21

Earnings, diluted
 
1.49

 
2.00

 
      1.50

 
4.58

 
3.18

Adjusted earnings, basic(1)
 
1.42

 
1.93

 
      1.40

 
4.46

 
3.09

Adjusted earnings, diluted(1)
 
1.41

 
1.92

 
1.39

 
4.43

 
3.07

Dividends declared(2)
 
4.50

 
0.60

 
0.50

 
5.70

 
0.90

BALANCE SHEET
 
 
 
 
 
 
 
 
 
 
Total assets
 
2,130

 
2,250

 
1,951

 
 
 
 
Long-term debt
 
549

 
549

 
548

 
 
 
 
Net debt for financial covenant purposes(1)
 
377

 
276

 
449

 
 
 
 
Net debt to capitalization, market basis(1)
 
10
%
 
8
%
 
15
%
 
 
 
 
Net debt to capitalization, book basis(1)
 
23
%
 
16
%
 
28
%
 
 
 
 
KEY STATISTICS
 
 
 
 
 
 
 
 
 
 
Shipments (MMsf–3/8”)
 
 
 
 
 
 
 
 
 
 
North America
 
1,687

 
1,674

 
1,537

 
4,882

 
4,504

Europe
 
467

 
445

 
474

 
1,373

 
1,427

Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
 
 
 
North Central
 
363

 
426

 
409

 
386

 
344

South East
 
305

 
419

 
354

 
352

 
322

Western Canada
 
281

 
403

 
388

 
348

 
326

Europe (€/m3)(3)
 
305

 
298

 
233

 
293

 
243

KEY PERFORMANCE METRICS
 
 
 
 
 
 
 
 
 
 
Return on capital employed (ROCE)(1)
 
51
%
 
65
%
 
52
%
 
54
%
 
42
%
Return on equity (ROE)(1)
 
44
%
 
58
%
 
58
%
 
50
%
 
46
%
Cash provided by operating activities
 
228

 
250

 
203

 
482

 
386

Cash provided by operating activities per share(1)
 
2.63

 
2.89

 
2.36

 
5.57

 
4.48

(1)
Non-IFRS measure; see Non-IFRS Financial Measures section.
(2)
Dividends declared per share stated in Canadian dollars.
(3)
European indicative average OSB price represents the gross delivered price to the largest continental market.
Sales
Total sales in the quarter were $640 million, compared to $707 million in the second quarter of 2018 and $578 million in the third quarter of 2017. Quarter-over-quarter, total sales decreased by $67 million or 9%. In North America, sales decreased by 12% due to lower OSB prices partially offset by a 1% increase in shipment volumes. In Europe, sales increased by 2% due to higher panel prices and a 5% increase in shipment volumes, partially offset by the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar. Year-over-year, total sales increased by $62 million or 11%. In North America, sales increased by 9% due to a 10% increase in shipment volumes largely from the Company's Huguley, Alabama mill which was restarted during the fourth quarter of 2017 to meet growing customer demand. In Europe, sales increased by 16% due to significantly higher panel prices, partially offset by a 1% timing-related decrease in shipment volumes.


5

Exhibit 99.3


Year-to-date, total sales were $1,923 million compared to $1,581 million in the same period last year, an increase of $342 million or 22%. In North America, sales increased by 21% due to higher OSB prices and an 8% increase in shipment volumes. In Europe, sales increased by 22% due to significantly higher panel prices and the foreign exchange translation impact of a stronger Pound Sterling relative to the US dollar, partially offset by a 4% decrease in timing-related shipment volumes.
Markets
In North America, demand from US housing continues to grow. Year-to-date US housing starts were up 6% versus the same period in 2017, with single-family starts (which use approximately three times more OSB than multi-family) also increasing by 6%. The consensus forecast from US housing economists stands at approximately 1.28 million starts in 2018, which suggests a 7% improvement over last year. Despite the significant improvement in new home construction since the low of 0.55 million in 2009, US housing starts still remain below the long-term annual average of 1.5 million.
North American benchmark OSB prices in all regions began pulling back in July after reaching exceptionally high levels in June. As a result, average benchmark prices were lower than both the prior quarter and the same quarter last year. The table below summarizes benchmark OSB prices by region for the relevant quarters:
North American Region
 
% of Norbord’s Estimated
Annual Operating
Capacity(1)

 
Q3 2018
($/Msf-7/16”)

 
Q2 2018
($/Msf-7/16”)

 
Q3 2017
($/Msf-7/16”)

North Central
 
14
%
 
$
363

 
$
426

 
$
409

South East
 
38
%
 
305

 
419

 
354

Western Canada
 
30
%
 
281

 
403

 
388

(1)
Excludes the indefinitely curtailed Chambord, Quebec mill which represents 6% of estimated annual capacity.
In Europe, panel markets continued to strengthen in the third quarter of 2018, driven by robust OSB demand growth in Norbord's core markets. In local currency terms, average panel prices were up 3% from the prior quarter and up 24% versus the same quarter last year.
Historically, the UK has been a net importer of panel products and Norbord is the largest domestic producer. A weaker Pound Sterling relative to the Euro is advantageous to Norbord’s primarily UK-based operations as it improves sales opportunities within the UK and supports Norbord’s export program into the continent. During the third quarter of 2018, the Pound Sterling averaged 1.12 against the Euro, compared to 1.14 in the prior quarter and 1.11 in the same quarter last year.

Operating Results
Adjusted EBITDA(1) (US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

North America
 
$
190

 
$
256

 
$
184

 
$
602

 
$
443

Europe
 
23

 
21

 
14

 
62

 
29

Unallocated
 
(2
)
 
(4
)
 
2

 
(10
)
 
(4
)
Total
 
$
211

 
$
273

 
$
200

 
$
654

 
$
468

(1)
Non-IFRS measure; see Non-IFRS Financial Measures section.
Norbord generated Adjusted EBITDA of $211 million in the third quarter of 2018, compared to $273 million in the second quarter of 2018 and $200 million in the third quarter of 2017. Year-to-date, Norbord generated Adjusted EBITDA of $654 million compared to $468 million in the same period last year. The $62 million quarter-over-quarter decrease was primarily due to lower North American OSB prices. The $11 million year-over-year increase was primarily driven by significantly higher European panel pricing and North American shipment volume partially offset by higher raw material prices. The $186 million year-to-date increase was primarily attributed to higher North American OSB prices and shipment volumes, and higher European panel pricing partially offset by higher raw material prices. The higher Adjusted EBITDA results in the Unallocated segment during the 2017 comparative periods were a result of the one-time impact of a change in policy to classify gains and

6

Exhibit 99.3


losses on the translation of foreign currency-denominated tax balances from general and administrative expenses to income tax expense.
Adjusted EBITDA Variance
The components of the Adjusted EBITDA change are summarized in the variance table below:
(US $ millions)
Q3 2018 vs.
Q2 2018

 
Q3 2018 vs. 
Q3 2017

 
9 mos 2018 vs. 
9 mos 2017

Adjusted EBITDA – current period
$
211

 
$
211

 
$
654

Adjusted EBITDA – comparative period
273

 
200

 
468

Variance
(62
)
 
11

 
186

Mill nets(1)
(70
)
 
18

 
212

Volume(2)
1

 
20

 
51

Key input prices(3)

 
(13
)
 
(33
)
Key input usage(3)
5

 

 
(3
)
Mill profit share and bonus
3

 

 
(8
)
Other operating costs and foreign exchange(4)
(1
)
 
(14
)
 
(33
)
Total
$
(62
)
 
$
11

 
$
186

(1)
The mill nets variance represents the estimated impact of changes in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment volumes.
(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, maintenance, and costs to ramp up the new Inverness, Scotland line.
North America
Norbord’s North American operations generated $190 million in Adjusted EBITDA in the third quarter of 2018, a decrease of $66 million from $256 million in the second quarter of 2018 and an increase of $6 million from $184 million in the third quarter of 2017. Year-to-date, North American operations generated $602 million, an increase of $159 million in the same period last year. The quarter-over-quarter decrease was due to lower OSB prices partially offset by lower profit share costs attributed to lower earnings, improved raw material usages and higher shipment volumes. The year-over-year increase was attributed to the higher shipment volume from the restart of the Huguley, Alabama mill in the fourth quarter of 2017 and the weather-related curtailments in the prior year quarter, partially offset by lower OSB prices, higher resin prices, and higher freight and maintenance-related costs. The year-to-date increase was attributed to higher OSB prices and shipment volumes, partially offset by the impact of a stronger Canadian dollar relative to the US dollar, higher resin and fibre prices, higher freight costs, and higher profit share costs attributed to higher earnings.
Norbord’s North American OSB cash production costs per unit (excluding mill profit share and freight costs) decreased by 1% compared to the second quarter of 2018 but increased 1% compared to the third quarter of 2017 and 2% year-to-date. Quarter-over-quarter, unit costs decreased primarily due to improved raw material usages. Year-over-year, unit costs increased due to higher resin prices and maintenance-related costs, partially offset by the ramp up of the Huguley, Alabama mill. Year-to-date, units costs increased primarily due to higher resin and fibre prices and the impact of a stronger Canadian dollar relative to the US dollar, partially offset by the ramp up of the Huguley, Alabama mill.
Production has remained indefinitely suspended at the Chambord, Quebec mill since the third quarter of 2008. The Board of Directors has approved a $71 million investment to rebuild and prepare the mill for an eventual restart when warranted by customer demand (see Chambord Rebuild Project). Norbord does not currently expect to restart the Chambord mill in 2018, but will continue to monitor market conditions. This mill represents 6% of Norbord’s annual estimated capacity in North America.
Excluding the Chambord mill, Norbord’s operating mills produced at 99% of their stated capacity in the third quarter of 2018 compared to 98% in the second quarter of 2018 and 97% in the third quarter of 2017. Capacity utilization based on fiscal days

7

Exhibit 99.3


in each period increased quarter-over-quarter due to improved productivity and the timing of annual maintenance shuts. Year-over-year, capacity utilization improved due to improved productivity and weather-related curtailments in the prior year quarter.
Europe
Norbord’s European operations generated $23 million in Adjusted EBITDA in the third quarter of 2018 compared to $21 million in the second quarter of 2018 and $14 million in the third quarter of 2017. Year-to-date, European operations generated $62 million versus $29 million in the same period last year. Quarter-over-quarter, the Adjusted EBITDA increase of $2 million was primarily driven by higher average panel prices and improved raw material usages, partially offset by the timing of annual maintenance shuts and related costs. Year-over-year, the higher Adjusted EBITDA was primarily attributed to significantly higher average panel prices partially offset by higher raw material and energy prices. Year-to-date, the higher Adjusted EBITDA was primarily attributed to significantly higher average panel prices partially offset by higher raw material and energy prices as well as costs related to ramping up the new OSB line at the Inverness, Scotland mill, which started up in the fourth quarter of 2017 (see Inverness Project).
The European mills produced at 87% of stated capacity in the current quarter compared to 89% in the second quarter of 2018 and 100% in the third quarter of 2017. The quarter-over-quarter decline in capacity utilization was due to the timing of annual maintenance shuts. The year-over-year decline in capacity utilization was due to the restated annual production capacity to reflect the new OSB line at the Inverness mill that was substantially completed in the fourth quarter of 2017. Production from the expanded Inverness mill will not significantly increase until 2019 when the new finishing line installation and commissioning are complete.
Margin Improvement Program (MIP)
Year-to-date, the Company generated $2 million of MIP gains due to a richer product mix, improved productivity and the timing of planned annual maintenance shuts and related costs, partially offset by costs associated with executing on strategic initiatives. These costs include adding in-house technical and engineering expertise to support the execution of capital projects in addition to investing in sales, marketing and production resources and capabilities to execute on the Company’s North American specialty products growth strategy. MIP is measured relative to the prior year at constant prices and exchange rates.
FINANCE COSTS, DEPRECIATION AND AMORTIZATION, AND INCOME TAX
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Finance costs
 
$
(8
)
 
$
(9
)
 
$
(7
)
 
$
(25
)
 
$
(26
)
Depreciation and amortization
 
(34
)
 
(36
)
 
(27
)
 
(100
)
 
(78
)
Income tax expense
 
(37
)
 
(53
)
 
(32
)
 
(126
)
 
(75
)
Finance Costs
Finance costs in the third quarter of 2018 and for the first nine months of 2018 are in line with all comparative periods.
Depreciation and Amortization
The Company uses the units-of-production method to depreciate its production equipment. Fluctuations in depreciation expense reflect relative changes in production levels by mill and the higher level of investment in production equipment in the past year.
Income Tax
A tax expense of $37 million was recorded in the third quarter of 2018 on pre-tax earnings of $167 million and a tax expense of $126 million was recorded year-to-date on pre-tax earnings of $525 million. The effective tax rate differs from the Canadian statutory rate principally due to rate differences on foreign activities, fluctuations in relative currency values and the recognition of certain non-recurring income tax recoveries.

8

Exhibit 99.3


LIQUIDITY AND CAPITAL RESOURCES
(US $ millions, except per share information, unless otherwise noted)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018
 
9 mos 2017
Cash provided by operating activities
 
$ 228

 
$ 250

 
$ 203

 
$ 482
 
$ 386
Cash provided by operating activities per share(1)
 
2.63

 
2.89

 
2.36

 
5.57
 
4.48
Operating working capital(1)
 
173

 
212

 
156

 
 
 
 
Total working capital(1)
 
321

 
481

 
245

 
 
 
 
Additions to property, plant and equipment and
   intangible assets
 
41

 
54

 
73

 
145
 
191
Net debt to capitalization, market basis(1)
 
10
%
 
8
%
 
15
%
 
 
 
 
Net debt to capitalization, book basis(1)
 
23
%
 
16
%
 
28
%
 
 
 
 
(1)
Non-IFRS measure; see Non-IFRS Financial Measures section.
At quarter-end, the Company had unutilized liquidity of $548 million, comprising $193 million in cash and cash equivalents, $230 million in revolving bank lines and $125 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 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 under committed revolving bank lines which bear interest at money market rates plus a margin that varies with the Company’s credit rating.  The maturity date of the total aggregate commitment is May 2021. 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 2020 and 2023 senior secured notes.
The bank lines contain two quarterly financial covenants: minimum tangible net worth of $500 million and maximum net debt to total capitalization, book basis, of 65%. For the purposes of the tangible net worth calculation, the following adjustments have been made as at period-end:
 
the IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back;
 
changes to other comprehensive income subsequent to January 1, 2011 are excluded;
 
intangible assets (other than timber rights and software acquisition and development costs) are excluded; and
 
the impact of the change in functional currency of Ainsworth on shareholders’ equity of $155 million is excluded.
Net debt for financial covenant purposes includes total debt, principal amount excluding any drawings on the accounts receivable securitization program, less cash and cash equivalents, plus letters of credit and guarantees issued and any bank advances. At period-end, the Company’s tangible net worth was $1,278 million and net debt for financial covenant purposes was $377 million. Net debt to total capitalization, book basis, was 23%. The Company was in compliance with the financial covenants at period-end.

9

Exhibit 99.3


Norbord’s capital structure at period-end consisted of the following:
(US $ millions)
 
Sep 29, 2018

 
Dec 31, 2017

Long-term debt, principal value
 
$
555

 
$
555

Less: Cash and cash equivalents
 
(193
)
 
(241
)
Net debt
 
362

 
314

Add: Letters of credit and guarantees
 
15

 
19

Net debt for financial covenant purposes
 
$
377

 
$
333

Shareholders’ equity
 
$
1,042

 
$
1,019

Add: Other comprehensive income change(1)
 
60

 
53

Add: Impact of Ainsworth changing functional currencies
 
155

 
155

Add: IFRS transitional adjustments
 
21

 
21

Tangible net worth for financial covenant purposes
 
$
1,278

 
$
1,248

Total capitalization
 
$
1,655

 
$
1,581

Net debt to capitalization, market basis
 
10
%
 
11
%
Net debt to capitalization, book basis
 
23
%
 
21
%
(1)
Cumulative subsequent to January 1, 2011.
Accounts Receivable Securitization
The Company has the ability to draw up to $125 million under a 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, the Company has transferred substantially all of its present and future trade accounts receivable to the trust on a fully serviced basis for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset.
At period-end, the Company had transferred but continued to recognize $174 million in trade accounts receivable, and recorded drawings of $nil as other long-term debt relating to this financing program. The level of accounts receivable transferred under the program fluctuates with the level of shipment volumes, product prices and foreign exchange rates. The amount the Company chooses to draw 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. Year-to-date, there were no utilization charges.
The securitization program contains no financial covenants. However, the program is subject to minimum credit rating requirements. The Company must maintain a long-term issuer credit rating of at least single B(mid) or the equivalent. As at October 31, 2018, the Company's ratings were BB (DBRS), BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).
Other Liquidity and Capital Resources
Operating working capital, consisting of accounts receivable, inventory and prepaids less accounts payable and accrued liabilities, was $173 million at period-end, compared to $212 million at June 30, 2018 and $156 million at September 30, 2017. The Company aims to minimize the amount of capital held as operating working capital and continues to manage it at minimal levels.
Quarter-over-quarter, operating working capital decreased by $39 million due to lower accounts receivable and inventory, plus higher accounts payable and accrued liabilities, partially offset by higher prepaids. Lower accounts receivable was due to lower North American OSB prices in the quarter-end month. Lower inventory was primarily due to the seasonal drawdown

10

Exhibit 99.3


of log inventory in the northern mills in North America. Higher accounts payable and accrued liabilities was primarily due to the increase in mill profit share accruals attributed to higher year-to-date earnings and the timing of interest payments on the Company's senior secured notes. Higher prepaids was due to the timing of insurance premium payments.
Year-over-year, operating working capital increased by $17 million due to higher inventory, partially offset by lower accounts receivables and higher accounts payable and accrued liabilities. Higher inventory was primarily attributable to both the restarted Huguley mill and the completed Inverness expansion project. Lower accounts receivable was primarily attributed to lower North American prices. Higher accounts payable and accrued liabilities were primarily attributed to higher mill profit share accruals attributed to higher earnings and the timing of supplier payments.
Total working capital, which includes operating working capital plus cash and cash equivalents, taxes receivable and investment tax credit receivable less bank advances and taxes payable, was $321 million at period-end, compared to $481 million at June 30, 2018 and $245 million at September 30, 2017. Quarter-over-quarter, the decrease is primarily attributed to the lower cash balance after payment of the quarterly dividend and lower operating working capital, partially offset by higher taxes payable. Year-over-year, the increase is primarily due to the higher cash balance as the higher operating working capital was mostly offset by higher taxes payable.
Operating activities generated $228 million of cash or $2.63 per share in third quarter of 2018, compared to $250 million or $2.89 per share in the second quarter of 2018 and $203 million or $2.36 per share in the third quarter of 2017. The lower generation of cash versus the prior quarter was mainly attributed to lower earnings in the current quarter partially offset by lower income tax instalments paid in the current quarter. The higher generation of cash versus the same quarter last year was mainly attributed to the increase in operating working capital partially offset by income tax instalments paid in the current quarter.

INVESTMENTS
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Regular capital expenditures, including investment in intangible assets
 
$
40

 
$
50

 
$
35

 
$
136

 
$
98

Inverness project
 
1

 
4

 
38

 
9

 
93

Total
 
$
41

 
$
54

 
$
73

 
$
145

 
$
191

Investment in property, plant and equipment and intangible assets was $41 million in the third quarter of 2018 compared to $54 million in the second quarter of 2018 and $73 million in the third quarter of 2017. The decrease versus the second quarter of 2018 is primarily attributable to the timing of executing on various capital projects. The decrease versus the prior year quarter is primarily attributable to the Inverness expansion (see below) and Huguley restart projects, both of which were brought on line in the fourth quarter of 2017, partially offset by the timing of executing on various capital projects.

Norbord's 2018 investment in property, plant and equipment and intangible assets is expected to be approximately $200 million. This includes the Inverness finishing line, Grande Prairie debottlenecking, Chambord rebuild and Huguley woodroom projects (as described below) as well as other projects focused on reducing manufacturing costs and increasing productivity across the mills. In addition, it includes investments to support the Company’s strategy to increase the production of specialty products for industrial and export markets. 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 subsequent two years to modernize and expand the Company’s Inverness OSB mill, including moving the unused second press from the Grande Prairie, Alberta mill. The project was substantially completed and the new continuous press line started up in the fourth quarter of 2017, with no disruption to existing production capacity, and the mill’s stated capacity was increased from 395 to 720 MMsf (3/8-inch

11

Exhibit 99.3


basis). Installation of the new finishing end will be completed during the fourth quarter of 2018. Capital spending of $9 million was invested in the first nine months of 2018 ($143 million to-date). The project cost is expected to total $145 million, 7% above the $135 million budget due to significant fluctuations in the relative values of the Pound Sterling, Euro and US dollar currencies over the two-year life of the project.

Grande Prairie Debottlenecking Project
The Grande Prairie mill is one of the largest single-line OSB facilities in the world but the mill is currently bottlenecked in the areas before the forming line and press. The Company is undertaking a project to redeploy the wood handling, heat energy and drying equipment from the unfinished and unused second production line to debottleneck the existing first line. Upon completion in the fourth quarter of 2018, the mill’s production capacity is expected to increase by 100 MMsf (3/8-inch basis) to support growing demand from key customers. Further savings are anticipated to be realized through reduced wood and natural gas usage. The project is budgeted at $55 million of which $41 million was invested during the first nine months of 2018.

Chambord Rebuild Project
Production has remained suspended at the Chambord mill since the third quarter of 2008. The Company believes North American OSB demand will continue to grow. In order to support this anticipated growth, in August 2018 the Board of Directors approved a $71 million investment to rebuild and prepare the mill for an eventual restart. The Company has not set a restart date, however, and will only do so when it is sufficiently clear that customers require more product. The project will involve replacing the dryers and investing in the wood-handling and finishing end areas to debottleneck the mill’s manufacturing process and reduce manufacturing costs, as well as upgrades in process and personal safety systems, electrical systems and environmental equipment to bring the mill up to current standards after a decade of curtailment. The government of Quebec is investing up to C $4.8 million (US $3.6 million) in the project. Further, the Company’s investment will qualify for Canadian investment tax credits and Quebec’s rebate program for large electricity users which will reduce cash income taxes and electricity costs, respectively, once the mill is operational. Once complete, the investment is expected to increase the mill's stated annual production capacity by 80 MMsf (3/8-inch basis) from 470 MMsf to 550 MMsf. Capital spending of $11 million was invested during the first nine months of 2018.

Huguley Woodroom Project
The Company has begun preliminary engineering work to plan for the rebuild and automation of the wood-handling section of the Huguley, Alabama mill. A similar project was undertaken at the sister Joanna, South Carolina mill in 2014, which enabled a capacity increase of 150 MMsf (3/8-inch basis) from debottlenecking the continuous press production line. Capital spending of less than $1 million was invested during the quarter.

2019 Capital Spending Budget
Looking ahead to next year, while the Company is still in the process of finalizing its capital plans, the 2019 capital expenditure target is expected to be approximately $150 million.  This will include investments to improve production efficiency and reduce manufacturing costs across the Company’s mills as well as to maintain high standards for environmental and safety performance.  It will also include investments to support the Company’s strategy to increase the production of specialty products for industrial and export markets as well as work on the Chambord rebuild project described above. 
CAPITALIZATION
At October 31, 2018, there were 86.8 million common shares outstanding. In addition, 1.2 million stock options were outstanding, of which 48% 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

12

Exhibit 99.3


lines, as well as the market outlook for the Company’s principal products and broader market and economic conditions, among other factors. Under this policy, the Board of Directors has declared the following dividends:
(C $)
Quarterly Dividend Declared
per Common Share
Q2 2013 to Q4 2014
$ 0.60
Q1 2015 & Q2 2015
0.25
Q3 2015 to Q1 2017
0.10
Q2 2017
0.30
Q3 2017
0.50
Q4 2017 to Q2 2018
0.60
Q3 2018
4.50
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.

Under Norbord's variable dividend policy, $292 million (2017 – $35 million) was paid out during the quarter using cash on hand and cash generated from operations and $373 million (2017 – $60 million) was paid out year-to-date.
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 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 recognized in the interim financial statements. The following transactions have occurred between the Company and its related parties during the quarter:
Brookfield
The Company periodically engages the services of Brookfield for various financial, real estate and other business services. As of October 31, 2018, Brookfield held approximately 40% of the common shares outstanding. During the quarter, the fees for services rendered were less than $1 million (2017 – less than $1 million). Year-to-date, the fees for services rendered were less than $1 million (2017 – less than $1 million).
Other
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 $23 million (2017 – $24 million) were made to Interex. Year-to-date, net sales of $72 million (2017 – $54 million) were made to Interex. At period-end, $3 million (December 31, 2017 – $3 million) due from Interex was included in accounts receivable. At period-end, the investment in Interex was less than $1 million (December 31, 2017 – less than $1 million).



13

Exhibit 99.3


SELECTED QUARTERLY INFORMATION
 
 
 
 
 
 
2018

 
 
 
 
 
 
 
2017

 
2016

(US $ millions, except per share information, unless otherwise noted)
 
Q3

 
Q2

 
Q1

 
Q4

 
Q3

 
Q2

 
Q1

 
Q4

SALES AND EARNINGS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales
 
640

 
707

 
576

 
596

 
578

 
536

 
467

 
482

Operating income
 
175

 
236

 
139

 
172

 
169

 
135

 
73

 
87

Adjusted EBITDA(1)
 
211

 
273

 
170

 
204

 
200

 
165

 
103

 
115

Earnings
 
130

 
174

 
95

 
160

 
130

 
97

 
49

 
61

Adjusted earnings(1)
 
123

 
167

 
96

 
123

 
121

 
95

 
50

 
55

PER COMMON SHARE EARNINGS
 
 
 
 
 
 
 
 
 
 
 
 
Earnings, basic
 
1.50

 
2.01

 
1.10

 
1.85

 
1.51

 
1.13

 
0.57

 
0.71

Earnings, diluted
 
1.49

 
2.00

 
1.09

 
1.84

 
1.50

 
1.12

 
0.57

 
0.71

Adjusted earnings, basic(1)
 
1.42

 
1.93

 
1.11

 
1.42

 
1.40

 
1.10

 
0.58

 
0.64

Adjusted earnings, diluted(1)
 
1.41

 
1.92

 
1.10

 
1.41

 
1.39

 
1.10

 
0.58

 
0.64

Dividends declared(2)
 
4.50

 
0.60

 
0.60

 
0.60

 
0.50

 
0.30

 
0.10

 
0.10

BALANCE SHEET
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
2,130

 
2,250

 
2,097

 
2,103

 
1,951

 
1,772

 
1,725

 
1,799

Long-term debt(3)
 
549

 
549

 
549

 
548

 
548

 
547

 
547

 
746

Net debt for financial covenant purposes(1)
 
377

 
276

 
422

 
333

 
449

 
567

 
580

 
619

Net debt to capitalization, market basis(1)
 
10
%
 
8
%
 
13
%
 
11
%
 
15
%
 
20
%
 
22
%
 
25
%
Net debt to capitalization, book basis(1)
 
23
%
 
16
%
 
24
%
 
21
%
 
28
%
 
36
%
 
38
%
 
41
%
KEY STATISTICS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shipments (MMsf–3/8”)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
1,687

 
1,674

 
1,521

 
1,562

 
1,537

 
1,536

 
1,431

 
1,601

Europe
 
467

 
445

 
461

 
440

 
474

 
474

 
479

 
447

Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
 
 
 
 
 
 
 
 
North Central
 
363

 
426

 
370

 
379

 
409

 
330

 
293

 
285

South East
 
305

 
419

 
331

 
355

 
354

 
320

 
292

 
263

Western Canada
 
281

 
403

 
359

 
328

 
388

 
324

 
265

 
236

Europe (€/m3)(4)
 
305

 
298

 
274

 
262

 
233

 
230

 
226

 
230

KEY PERFORMANCE METRICS
 
 
 
 
 
 
 
 
 
 
 
 
Return on capital employed (ROCE)(1)
 
51
%
 
65
%
 
42
%
 
52
%
 
52
%
 
44
%
 
29
%
 
30
%
Return on equity (ROE)(1)
 
44
%
 
58
%
 
37
%
 
51
%
 
58
%
 
51
%
 
30
%
 
34
%
Cash provided by operating activities
 
228

 
250

 
4

 
222

 
203

 
144

 
39

 
130

Cash provided by operating activities per share(1)
 
2.63

 
2.89

 
0.05

 
2.57

 
2.36

 
1.67

 
0.45

 
1.52

(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)
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 OSB – 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

14

Exhibit 99.3


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. 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 realized North American OSB price, when operations are running at full capacity, is approximately $59 million or $0.68 per basic share (approximately $53 million or $0.61 per basic share based on the last 12 months of production). 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, 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. Prices for resin, a petroleum-based product, generally follow global oil prices and have been trending higher since the third quarter of 2016.
Norbord has significant exposure to the Canadian dollar with approximately 36% of its global panel production capacity located in Canada. The Company estimates that the favourable impact of a one-cent (US) decrease in the value of the Canadian dollar would positively impact annual Adjusted EBITDA by approximately $5 million when all six of Norbord’s Canadian OSB mills operate at full capacity.
Items not related to ongoing business operations that had a significant impact on quarterly results include:
Loss on Disposal of Assets As a result of the increase in production equipment investments which were placed in service in 2017, included in the fourth quarter of 2017 is a $3 million ($0.03 per basic and diluted share) non-cash loss primarily related to maintenance parts for decommissioned production equipment. Included in the third quarter of 2017 is a $2 million ($0.02 per basic and diluted share) non-cash loss of similar costs. Included in the second quarter of 2017 is a $2 million ($0.02 per basic and diluted share) non-cash loss related to decommissioned production equipment. Included in the first quarter of 2017 is a $5 million ($0.06 per basic and diluted share) non-cash loss of similar costs.
Stock-based Compensation and Related Costs Included in the third quarter of 2018 is $2 million ($0.02 per basic and diluted share) of stock-based compensation and related revaluation costs. Included in the second and first quarter of 2018, third, second and first quarters of 2017, and the fourth quarter of 2016 is $1 million ($0.01 per basic and diluted share) of similar costs.
Costs Related to Inverness Expansion Project Included in the third quarter of 2017 is $1 million ($0.01 per basic and diluted share) of pre-operating costs related to the Inverness expansion project.
Gain on Asset Exchange Included in the fourth quarter of 2016 is a $16 million ($0.19 per basic and diluted share) gain recognized on the 2016 exchange of OSB mills in the province of Quebec with Louisiana-Pacific Corporation (the Quebec Asset Exchange).

15

Exhibit 99.3


Other Costs Incurred to Achieve Merger Synergies Included in the fourth quarter of 2016 is $1 million ($0.01 per basic and diluted share) of other costs incurred to achieve synergies from Norbord's 2015 merger with Ainsworth Lumber Co. Ltd. (the Merger) including consulting and professional fees.
The following table reconciles Adjusted earnings to the most directly comparable IFRS measure:
(US $ millions)
 
Q3
2018

 
Q2
2018

 
Q1
2018

 
Q4
2017

 
Q3
2017

 
Q2
2017

 
Q1
2017

 
Q4
2016

Earnings
 
$
130

 
$
174

 
$
95

 
$
160

 
$
130

 
$
97

 
$
49

 
$
61

Add: Loss on disposal of assets
 

 

 

 
3

 
2

 
2

 
5

 

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 

 
1

 
1

 
1

 
1

Add: Pre-operating costs related to Inverness project
 

 

 

 

 
1

 

 

 

Less: Gain on Asset Exchange
 

 

 

 

 

 

 

 
(16
)
Add: Other costs incurred to achieve Merger synergies
 

 

 

 

 

 

 

 
1

Add: Reported income tax expense
 
37

 
53

 
36

 
6

 
32

 
30

 
13

 
29

Adjusted pre-tax earnings
 
169


228


132


169


166


130


68


76

Less: Income tax expense at
 statutory rate(1)
 
(46
)
 
(61
)
 
(36
)
 
(46
)
 
(45
)
 
(35
)
 
(18
)
 
(21
)
Adjusted earnings(2)
 
$
123


$
167


$
96


$
123


$
121


$
95


$
50


$
55

(1)
Represents Canadian combined federal and provincial statutory rate.
(2)
Non-IFRS measure; see Non-IFRS Financial Measures section.
The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:
(US $ millions)
 
Q3
2018

 
Q2
2018

 
Q1
2018

 
Q4
2017

 
Q3
2017

 
Q2
2017

 
Q1
2017

 
Q4
2016

Earnings
 
$
130

 
$
174

 
$
95

 
$
160

 
$
130

 
$
97

 
$
49

 
$
61

Add: Finance costs
 
8

 
9

 
8

 
6

 
7

 
8

 
11

 
13

Add: Depreciation and amortization
 
34

 
36

 
30

 
29

 
27

 
27

 
24

 
26

Add: Income tax expense
 
37

 
53

 
36

 
6

 
32

 
30

 
13

 
29

Add: Loss on disposal of assets
 

 

 

 
3

 
2

 
2

 
5

 

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 

 
1

 
1

 
1

 
1

Add: Pre-operating costs related to Inverness project
 

 

 

 

 
1

 

 

 

Less: Gain on Asset Exchange
 

 

 

 

 

 

 

 
(16
)
Add: Other costs incurred to achieve Merger synergies
 

 

 

 

 

 

 

 
1

Adjusted EBITDA(1)
 
$
211


$
273


$
170


$
204


$
200


$
165


$
103


$
115

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

CHANGES IN ACCOUNTING POLICIES

(i)
Financial Instruments
In July 2014, the IASB issued the final publication of IFRS 9, Financial Instruments (IFRS 9), superseding IAS 39, Financial Instruments. IFRS 9 includes amended guidance for the classification and measurement of financial assets by introducing a fair value through other comprehensive income category for certain debt instruments. It also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management and contains a new impairment model which could result in earlier recognition of losses. IFRS 9 became effective for

16

Exhibit 99.3


Norbord on January 1, 2018 and did not have a material impact on its interim financial statements or accounting policy.
(ii)
Revenue from Contracts with Customers
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (IFRS 15), which replaces the existing revenue recognition guidance with a new framework to determine the timing of revenue recognition and the measurement of revenue. IFRS 15 and the related amendments became effective for Norbord on January 1, 2018 and did not have a material impact on its interim financial statements. The revised accounting policy is as follows:
Revenue is recognized when control of the goods has transferred to the purchaser. This is generally when goods are shipped, which is also when the performance obligations have been fulfilled under either the terms of the related sales contract or standard industry terms. The majority of product is shipped via third-party transport on a freight-on-board shipping point basis. Revenues are recorded net of discounts and incentives but inclusive of freight. In all cases, product is subject to quality testing by Norbord to ensure it meets applicable standards prior to shipment.
(iii)
Share-based Payment
In June 2016, the IASB issued an amendment to IFRS 2, Share-based Payment, clarifying the accounting for certain types of share-based payment transactions. The amendment provides requirements on accounting for the effects of vesting and non-vesting conditions of cash-settled share-based payments, withholding tax obligations for share-based payments with a net settlement feature, and when a modification to the terms of a share-based payment changes the classification of the transaction from cash-settled to equity-settled. The amendment became effective for Norbord on January 1, 2018 and did not have an impact on its interim financial statements or accounting policy.

(iv)
Foreign Currency Transactions and Advance Consideration
In December 2016, the IFRS Interpretations Committee of the IASB issued IFRIC 22, Foreign Currency Transactions and Advance Consideration (IFRIC 22). The interpretation addresses how to determine the date of the transaction when applying IAS 21, The Effects of Changes in Foreign Exchange Rates. The date of transaction determines the exchange rate to be used on initial recognition of the related asset, expense or income. IFRIC 22 became effective for Norbord on January 1, 2018 and did not have a material impact on its interim financial statements or accounting policy.
FUTURE CHANGES IN ACCOUNTING POLICIES
(i)
Leases
In January 2016, the IASB issued IFRS 16, Leases (IFRS 16), which replaces the existing lease accounting guidance. IFRS 16 requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. Norbord intends to adopt IFRS 16 in its financial statements for the annual period beginning on January 1, 2019 using a modified retrospective approach with the cumulative effect of adopting IFRS recognized as an adjustment to opening retained earnings as at January 1, 2019. Comparative information will not be restated.

Norbord has completed an initial assessment of the potential impact on its consolidated financial statements including an inventory of all outstanding leases and selecting a software tool for calculating and maintaining Norbord's lease inventory. The most significant impact identified is that Norbord will recognize new assets (right-of-use assets) and liabilities (lease liabilities) for its operating leases of property and equipment. In addition, the nature of expenses related to these leases will now change because IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. No impact is expected for Norbord’s existing finance leases.


17

Exhibit 99.3


The actual impact of applying IFRS 16 on the financial statements in the period of initial application will depend on future economic conditions, including Norbord’s borrowing rates at January 1, 2019, the composition of Norbord’s leases at that date, Norbord’s latest assessment of whether it will exercise any lease renewal options and the extent to which Norbord chooses to use practical expedients and recognition exemptions. Norbord is currently finalizing the potential impact of applying these practical expedients.

(ii)
Uncertainty over Income Tax Treatments
In June 2017, the IFRS Interpretations Committee of the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The interpretation is effective for the annual period beginning on January 1, 2019. Norbord does not expect IFRIC 23 to have any impact on its financial statements.

(iii)
Financial Instruments
In October 2017, the IASB issued amendments to IFRS 9 with regards to prepayment features with negative compensation. These amendments are effective for the annual period beginning on January 1, 2019, and clarify that a financial asset containing prepayment features with negative compensation may be measured at amortized cost or fair value through other comprehensive income when eligibility conditions are met. Norbord has assessed its financial instruments and does not expect these amendments to have any impact on its financial statements.

(iv)
Employee Benefits
In February 2018, the IASB issued amendments to IAS 19, Employee Benefits. The amendments are effective for the annual period beginning on January 1, 2019 and clarify the actuarial assumptions to be used for defined benefit pension plans upon plan amendment, curtailment or settlement. Norbord does not expect these amendments to have any impact on its accounting policy.
 
SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
Management has selected appropriate accounting policies and made certain estimates and assumptions that affect the reported amounts and other disclosure in the interim financial statements. These accounting policies, judgements and estimates are described in the 2017 audited financial statements of the Company or in the section above.

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
There have been no changes in Norbord’s internal controls over financial reporting and disclosure controls and procedures during the three months ended September 29, 2018 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting and its disclosure controls and procedures.
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 is defined as earnings determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include the gain on the Quebec Asset Exchange, costs related to the Merger and pre-operating costs related to the Inverness expansion project. Other items include non-cash losses on disposal of assets and stock-based compensation and related revaluation costs. The actual income tax expense is added back and a tax expense

18

Exhibit 99.3


calculated at the Canadian combined federal and provincial statutory rate is deducted. Adjusted earnings per share is Adjusted earnings divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified).
The following table reconciles Adjusted earnings to the most directly comparable IFRS measure:
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings
 
$
130

 
$
174

 
$
130

 
$
399

 
$
276

Add: Loss on disposal of assets
 

 

 
2

 

 
9

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 
4

 
3

Add: Costs related to Inverness expansion project
 

 

 
1

 

 
1

Add: Reported income tax expense
 
37

 
53

 
32

 
126

 
75

Adjusted pre-tax earnings
 
169

 
228

 
166

 
529

 
364

Less: Income tax expense at statutory rate(1)
 
(46
)
 
(61
)
 
(45
)
 
(143
)
 
(98
)
Adjusted earnings
 
$
123

 
$
167

 
$
121

 
$
386

 
$
266

(1)
Represents Canadian combined federal and provincial statutory rate.
Adjusted EBITDA is defined as earnings determined in accordance with IFRS before finance costs, income taxes, depreciation, amortization and other unusual or non-recurring items. Non-recurring items include the gain on the Quebec Asset Exchange, costs related to the Merger and pre-operating costs related to the Inverness expansion project. Other items include non-cash losses on disposal of assets and stock-based compensation and related revaluation costs. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.
The following table reconciles Adjusted EBITDA to the most directly comparable IFRS measure:
(US $ millions)
 
Q3 2018

 
Q2 2018

 
Q3 2017

 
9 mos 2018

 
9 mos 2017

Earnings
 
$
130

 
$
174

 
$
130

 
$
399

 
$
276

Add: Finance costs
 
8

 
9

 
7

 
25

 
26

Add: Depreciation and amortization
 
34

 
36

 
27

 
100

 
78

Add: Income tax expense
 
37

 
53

 
32

 
126

 
75

EBITDA
 
209

 
272

 
196

 
650

 
455

Add: Loss on disposal of assets
 

 

 
2

 

 
9

Add: Stock-based compensation and related costs
 
2

 
1

 
1

 
4

 
3

Add: Costs related to Inverness expansion project
 

 

 
1

 

 
1

Adjusted EBITDA
 
$
211

 
$
273

 
$
200

 
$
654

 
$
468

The following tables reconcile Adjusted EBITDA per geographic segment to EBITDA:
 
 
 
 
 
 
 
 
Q3 2018

(US $ millions)
 
North America

 
Europe

 
Unallocated

 
Total

EBITDA(1)
 
$
190

 
$
23

 
$
(4
)
 
$
209

Add: Stock-based compensation and related costs
 

 

 
2

 
2

Adjusted EBITDA
 
$
190

 
$
23

 
$
(2
)
 
$
211

 
 
 
 
 
 
 
 
Q2 2018

(US $ millions)
 
North America

 
Europe

 
Unallocated

 
Total

EBITDA(1)
 
$
256

 
$
21

 
$
(5
)
 
$
272

Add: Stock-based compensation and related costs
 

 

 
1

 
1

Adjusted EBITDA
 
$
256

 
$
21

 
$
(4
)
 
$
273


19

Exhibit 99.3


 
 
 
 
 
 
 
 
Q3 2017

(US $ millions)
 
North America

 
Europe

 
Unallocated

 
Total

EBITDA(1)
 
$
182

 
$
13

 
$
1

 
$
196

Add: Loss on disposal of assets
 
2

 

 

 
2

Add: Stock-based compensation and related costs
 

 

 
1

 
1

Add: Costs related to Inverness expansion project
 

 
1

 

 
1

Adjusted EBITDA
 
$
184

 
$
14

 
$
2

 
$
200

 
 
 
 
 
 
 
 
9 mos 2018

(US $ millions)
 
North America

 
Europe

 
Unallocated

 
Total

EBITDA(1)
 
$
602

 
$
62

 
$
(14
)
 
$
650

Add: Stock-based compensation and related costs
 

 

 
4

 
4

Adjusted EBITDA
 
$
602

 
$
62

 
$
(10
)
 
$
654

 
 
 
 
 
 
 
 
9 mos 2017

(US $ millions)
 
North America

 
Europe

 
Unallocated

 
Total

EBITDA(1)
 
$
434

 
$
28

 
$
(7
)
 
$
455

Add: Loss on disposal of assets
 
9

 

 

 
9

Add: Stock-based compensation and related costs
 

 

 
3

 
3

Add: Costs related to Inverness expansion project
 

 
1

 

 
1

Adjusted EBITDA
 
$
443

 
$
29

 
$
(4
)
 
$
468

(1)
EBITDA is defined as earnings before finance costs, income tax, depreciation and amortization.
Operating working capital is defined as accounts receivable plus inventory plus 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 with sales expansions and contractions.
(US $ millions)
 
Sep 29, 2018

 
Jun 30, 2018

 
Dec 31, 2017

 
Sep 30, 2017

Accounts receivable
 
$
195

 
$
214

 
$
174

 
$
202

Inventory
 
234

 
244

 
224

 
200

Prepaids
 
18

 
10

 
11

 
12

Accounts payable and accrued liabilities
 
(274
)
 
(256
)
 
(282
)
 
(258
)
Operating working capital
 
$
173

 
$
212

 
$
127

 
$
156


Total working capital is operating working capital plus cash and cash equivalents and taxes receivable less bank advances, if any, and taxes payable.
(US $ millions)
 
Sep 29, 2018

 
Jun 30, 2018

 
Dec 31, 2017

 
Sep 30, 2017

Operating working capital
 
$
173

 
$
212

 
$
127

 
$
156

Cash and cash equivalents
 
193

 
298

 
241

 
126

Taxes receivable
 
2

 

 
1

 

Taxes payable
 
(47
)
 
(29
)
 
(74
)
 
(37
)
Total working capital
 
$
321

 
$
481

 
$
295

 
$
245


20

Exhibit 99.3


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)
 
Sep 29, 2018

 
Jun 30, 2018

 
Dec 31, 2017

 
Sep 30, 2017

Property, plant and equipment
 
$
1,458

 
$
1,453

 
$
1,421

 
$
1,382

Intangible assets
 
21

 
23

 
24

 
24

Accounts receivable
 
195

 
214

 
174

 
202

Inventory
 
234

 
244

 
224

 
200

Prepaids
 
18

 
10

 
11

 
12

Accounts payable and accrued liabilities
 
(274
)
 
(256
)
 
(282
)
 
(258
)
Capital employed
 
$
1,652

 
$
1,688

 
$
1,572

 
$
1,562

ROCE (return on capital employed) is Adjusted EBITDA divided by average capital employed. ROCE is a measurement of financial performance, focusing on cash generation and the effective use of capital. As Norbord operates in a cyclical commodity business, it monitors ROCE over the cycle as a useful means of comparing businesses in terms of efficiency of management. Norbord targets top-quartile ROCE among North American forest products companies over the cycle.
ROE (return on equity) is Adjusted earnings divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.
Cash provided by operating activities per share is calculated as cash provided by operating activities as determined under IFRS, divided by the weighted average number of common shares outstanding.
Net debt is the principal value of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt for financial covenant purposes is net debt excluding other long-term debt and including letters of credit and guarantees outstanding. Net debt is a useful indicator of a company’s debt position. Net debt comprises:
(US $ millions)
 
Sep 29, 2018

 
Jun 30, 2018

 
Dec 31, 2017

 
Sep 30, 2017

Long-term debt, principal value
 
$
555

 
$
555

 
$
555

 
$
555

Less: Cash and cash equivalents
 
(193
)
 
(298
)
 
(241
)
 
(126
)
Net debt
 
362

 
257

 
314

 
429

Add: Letters of credit and guarantees
 
15

 
19

 
19

 
20

Net debt for financial covenant purposes
 
$
377

 
$
276

 
$
333

 
$
449

Tangible net worth consists of shareholders’ equity including certain adjustments. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011 (includes those movements related to the translation of Ainsworth in prior periods).
(US $ millions)
 
Sep 29, 2018

 
Jun 30, 2018

 
Dec 31, 2017

 
Sep 30, 2017

Shareholders’ equity
 
$
1,042

 
$
1,206

 
$
1,019

 
$
898

Add: Other comprehensive income movement(1)
 
60

 
59

 
53

 
54

Add: Impact of Ainsworth changing functional currencies
 
155

 
155

 
155

 
155

Add: IFRS transitional adjustments
 
21

 
21

 
21

 
21

Tangible net worth
 
$
1,278

 
$
1,441

 
$
1,248

 
$
1,128

(1)
Cumulative subsequent to January 1, 2011.

21

Exhibit 99.3


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 (in Canadian dollars) of $48.67 for the third quarter of 2018, $46.79 for the second quarter of 2018 and $38.12 for the third quarter of 2017. 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.


22

Exhibit 99.3



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,” “represents,” “forecasts,” “aims,” “predicts,” “plans,” “projects,” “anticipates,” “intends,” “supports,” “continues,” “suggests,” “considers,” “potential,” “future” 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, including North American OSB demand; (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, FEA (Forest Economic Advisors, LLC), APA-The Engineered Wood Association, Office for National Statistics and EUROCONSTRUCT which the Company may refer to but has not independently verified.
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 transportation services, including truck and 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 or other regulations; (9) impact of any product liability claims in excess of insurance coverage; (10) risks inherent to a capital intensive industry; (11) impact of future outcomes of tax exposures; (12) potential future changes in tax laws; (13) effects of currency exposures and exchange rate fluctuations; (14) future operating costs; (15) availability of financing; (16) impact of future cross border trade rulings or agreements; (17) ability to implement new or upgraded information technology infrastructure; and (18) impact of information technology service disruptions or failures.
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 United States 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.


23
EX-99.4 5 a2018q3osb-ex994ceocertifi.htm EXHIBIT 99.4 Exhibit


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 September 29, 2018.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
 
 
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
 
 
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.
5.2
N/A
 
 
5.3
N/A
 
 
6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2018 and ended on September 29, 2018, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 1, 2018
(signed) Peter Wijnbergen
Peter C. Wijnbergen
President and Chief Executive Officer



EX-99.5 6 a2018q3osb-ex995cfocertifi.htm EXHIBIT 99.5 Exhibit


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 September 29, 2018.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
 
 
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
 
 
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.
5.2
N/A
 
 
5.3
N/A
 
 
6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2018 and ended on September 29, 2018, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 1, 2018
(signed) Robin Lampard
Robin Lampard
Senior Vice President and Chief Financial Officer



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