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