6-K

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 May 2019

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. 333-230459, 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 May 2, 2019
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: May 2, 2019	NORBORD INC.
	By:	/s/ Elaine Toomey
		Name: Elaine Toomey
		Title: Assistant Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

NORBORD REPORTS FIRST QUARTER 2019 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated.

Q1 2019 HIGHLIGHTS

• Adjusted EBITDA of $42 million

• Earnings of $0.01 per diluted share; Adjusted loss of $0.02 per diluted share

• European EBITDA increased 17% year-over-year to $21 million

• Repurchased $39 million of shares, exhausting Normal Course Issuer Bid limit

• Declared quarterly variable dividend of C $0.40 per share for shareholders of record on June 1, 2019

TORONTO, ON (May 2, 2019) - Norbord Inc. (TSX and NYSE: OSB) today reported Adjusted EBITDA of $42 million in the first quarter of 2019 compared to $70 million in the fourth quarter of 2018 and $170 million in the first quarter of 2018. The decrease versus both comparative periods was primarily due to lower North American oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $23 million compared to $50 million in the prior quarter and $156 million in the same quarter last year. European operations delivered Adjusted EBITDA of $21 million compared to $24 million in the prior quarter and $18 million in the same quarter last year.

“The pace of US housing construction began to decelerate in the second half of last year and this trend carried over into the first quarter,” said Peter Wijnbergen, Norbord’s President and CEO. “Further, the seasonally slowest time of year was exacerbated by unusually wet weather in many of our North American operating regions. Combined, these factors led to very disappointing market conditions and prompted us to take extensive downtime across our North American mills. This negatively impacted our production volumes and manufacturing costs.”

“US housing demand has clearly pulled back in the last nine months and the market has yet to recover in terms of volume. We remain of the view that this is a pause rather than a directional shift.US housing fundamentals remain supportive and we have already seen some of the negative trends that caused the housing pullback reverse. Mortgage rates have improved, home builders are starting to offer more entry-level homes to help first-time buyers, and home builder sentiment is improving. Although the pick-up in demand that typically coincides with the spring building season has been late in coming, housing demand is setting up for a stronger second half.”

“In Europe, our panel business had another good quarter, delivering 17% more Adjusted EBITDA year-over-year due to continued strong OSB demand in our key markets and the ramp-up of our modernized and expanded Inverness, Scotland mill. The second-phase of investment at Inverness is now underway and will help us serve growing customer demand for several years to come.”

Norbord recorded an Adjusted loss of $2 million or $0.02 per share (basic and diluted) in the first quarter of 2019 compared to Adjusted earnings of $26 million or $0.30 per share (basic and diluted) in the fourth quarter of 2018 and $96 million or $1.10 per diluted share ($1.11 per basic share) in the first quarter of 2018. Adjusted earnings exclude non-recurring or other items and use a normalized income tax rate:

1

Exhibit 99.1

$ millions	Q1 2019		Q4 2018		Q1 2018
Earnings	1		(28	)	95
Adjusted for:
Impairment of assets	—		80		—
Loss on disposal of assets	—		2		—
Stock-based compensation and related costs	1		—		1
Reported income tax (recovery) expense	(5	)	(26	)	36
Adjusted pre-tax (loss) earnings	(3	)	28		132
Income tax recovery (expense) at statutory rate	1		(2	)	(36	)
Adjusted (loss) earnings	(2	)	26		96

Market Conditions

In North America, US housing demand was negatively impacted by higher mortgage rates and new home prices as well as record rainfall across the US which constrained homebuilding activity. Year-to-date US housing starts were down 10% versus the same period in 2018, with single-family starts, which use approximately three times more OSB than multifamily, decreasing by 5%. The seasonally adjusted annualized rate was 1.14 million in March, which is 14% lower than the pace at this time last year, while the pace of housing permits (the more forward-looking indicator) was 1.27 million. The consensus forecast from US housing economists is approximately 1.26 million starts for 2019, in line with last year.

North American benchmark OSB prices in all regions weakened due to the pullback in demand from homebuilding. 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 OSB prices ($ per Msf, 7/16-inch basis) by region for the relevant quarters:

North American region	% of Norbord’s operating capacity	Q1 2019	Q4 2018	Q1 2018
North Central	15%	211	243	370
South East	36%	197	203	331
Western Canada	29%	160	184	359

In Europe, panel markets remained strong, driven by continued OSB demand growth in Norbord’s core geographies. In local currency terms, average panel prices were down a modest 3% from the prior quarter due to seasonality and sales mix, but up 5% versus the same quarter last year.

Performance

North American OSB shipments increased 3% year-over-year due to six additional fiscal days in the current quarter, and were 2% lower quarter-over-quarter due to the timing of annual maintenance and other downtime. Norbord’s specialty sales volume (including industrial and export markets) 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 85% of stated capacity, compared to 89% in the prior quarter and 94% in the same quarter last year. Capacity utilization decreased versus both comparative periods as a result of the year-end restatement of annual production capacities at a number of mills.

2

Exhibit 99.1

Norbord’s North American OSB cash production costs per unit (before mill profit share) decreased 1% versus the prior quarter but increased 3% compared to the same quarter last year due to the timing of annual maintenance and other downtime. In addition, lower resin prices had some impact quarter-over-quarter while year-over-year, higher fibre and energy prices were a factor.

In Europe, Norbord’s shipments were 15% higher than the prior quarter and 13% higher than the same quarter last year. The European mills produced at 89% of stated capacity in the quarter, unchanged from the prior quarter and compared to 86% in the same quarter last year. Capacity utilization was unchanged quarter-over-quarter as the new finishing line at the Inverness, Scotland OSB mill was being commissioned during the first quarter of 2019. Capacity utilization increased year-over-year due to the continued ramp-up of the reinvested Inverness mill following its start-up in the fourth quarter of 2017.

The Company did not generate any MIP gains in the quarter as improved productivity and lower raw material usage at the restarted Huguley, Alabama and expanded Inverness, Scotland mills were offset by the timing of annual maintenance shuts and other downtime, as well as the operating impact of severe winter weather this year. MIP is measured relative to the prior year at constant prices and exchange rates.

Capital investments (including intangible assets) were $30 million in the first quarter compared to $60 million in the prior quarter and $50 million in the same quarter last year. The decreases versus both comparative quarters are primarily attributable to the timing of executing on various capital projects, including the Inverness project.

Included in capital investments is $2 million of the $46 million (£35 million) budget for the second phase investment to further expand capacity at the Inverness, Scotland mill by 225 MMsf (3/8-inch basis) (200,000 cubic metres) through the addition of a second wood room and dryer. This project is expected to take approximately two years to complete and is consistent with the Company’s strategy of growing its European OSB capacity to serve rapid consumption growth in its key markets.

At the Chambord, Quebec mill rebuild project, $9 million of the $71 million budget was invested in the quarter ($36 million project-to-date). Norbord believes North American OSB demand will continue to grow. In order to support this anticipated growth and enhance the competitive position of the Company’s overall manufacturing operations, Norbord is rebuilding and preparing the Chambord, Quebec mill for an eventual restart. The Company has not yet made a restart decision, 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 areas to streamline the mill’s manufacturing process and reduce costs, as well as upgrades to process and personal safety systems, electrical systems and environmental equipment that will bring the mill up to current standards after a decade of curtailment.

Norbord’s 2019 capital expenditure budget is approximately $150 million for projects focused on reducing manufacturing costs across the mills, as well as a portion of the Chambord, Quebec mill rebuild and Inverness, Scotland phase 2 projects. It also includes investments to support the Company’s strategy to increase the production of specialty products for industrial applications and exports.

Operating working capital was $183 million at quarter-end compared to $218 million at the end of the same quarter last year and $88 million at year-end 2018. The year-over-year decrease is primarily due to lower North American OSB prices as well as timing of payments and new lease liabilities recognized upon transition to the new lease accounting standard. The quarter-over-quarter increase is primarily due to the annual seasonal build of log inventory in the northern mills in North America, the payment of annual incentive payouts, as well as the timing of payments. Working capital continues to be managed at minimal levels across the Company.

3

Exhibit 99.1

At quarter-end, Norbord had unutilized available liquidity of $239 million, consisting of $2 million in cash and $237 million in revolving bank lines. The Company’s tangible net worth was $1,107 million and net debt to total capitalization on a book basis was 34%, both well within bank covenants.

Dividend

The Board of Directors declared a quarterly variable dividend of C $0.40 per common share, payable on June 21, 2019 to shareholders of record on June 1, 2019, unchanged from the prior quarter’s level. The Board reduced the variable dividend level in the prior quarter in response to weaker than expected North American benchmark OSB prices as well as the $141 million of capital allocated to common share repurchases from November 2018 through January 2019. Norbord believes the recent pullback in US housing demand is temporary and that the fundamentals underlying OSB demand remain supportive. Any dividends reinvested on June 21, 2019 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

In October 2018, Norbord renewed its normal course issuer bid (NCIB) in accordance with TSX rules. Under the bid, Norbord has purchased 5,191,965 of its common shares at a cost of $141 million, representing 10% of the Company’s public float of 51,919,654 as of October 22, 2018, pursuant to TSX rules and has exhausted the bid limit.

Norbord believed that the market price of its common shares was attractive as they were trading significantly below replacement cost and management’s view of intrinsic value, and that the purchase of these common shares was an appropriate use of Norbord’s funds in light of potential benefits to remaining shareholders.

Additional Information

Norbord’s Q1 2019 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

4

Exhibit 99.1

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, May 2, 2019 at 2:00 p.m. ET. The call will be broadcast live over the internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until June 1, 2019 by dialing 1-888-203-1112 or 647-436-0148 (passcode 5310685 and pin 2804). Audio playback and a written transcript will be available on the Norbord website.

Norbord Profile

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $1.9 billion and employs approximately 2,700 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol “OSB”.

-end-

Contact:

Heather Colpitts

Senior Manager, Corporate Affairs

Tel. (416) 365-0705

info@norbord.com

This news release contains forward-looking statements, as defined by applicable securities legislation, including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, forward-looking statements can be identified by the use of words such as “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 January 31, 2019 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2018 Management’s Discussion and Analysis dated January 31, 2019 and Q1 2019 Management’s Discussion and Analysis dated May 1, 2019.

Norbord defines Adjusted EBITDA as earnings determined in accordance with International Financial Reporting Standards (IFRS) before finance costs, interest income, income taxes, depreciation, amortization and non-recurring or other items; Adjusted earnings (loss) as earnings determined in accordance with IFRS before non-recurring or other items and using a normalized income tax rate; and Adjusted earnings (loss) per share is Adjusted earnings (loss) divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified). Adjusted EBITDA, Adjusted earnings (loss), and Adjusted earnings (loss) per share are non-IFRS financial measures, do not have any standardized meaning prescribed by IFRS and are therefore

5

Exhibit 99.1

unlikely to be comparable to similar measures presented by other companies. See “Non-IFRS Financial Measures” in Norbord’s 2018 Management’s Discussion and Analysis dated January 31, 2019 and Q1 2019 Management’s Discussion and Analysis dated May 1, 2019 for a quantitative reconciliation of Adjusted EBITDA and Adjusted earnings to earnings (the most directly comparable IFRS measure). 

6

Exhibit 99.1

Peter Wijnbergen

President & CEO

May 2, 2019

To Our Shareholders:

The difficult housing market conditions that began in the latter part of last year continued into the first quarter of 2019. The seasonally slowest time of year was further exacerbated this quarter by persistent poor building weather in many of our North American operating regions, which broke numerous cold, snowfall and rainfall records. As a result, we took extensive downtime across our North American mills. While it was appropriate to adjust our production to demand, this translated into lower volumes and higher manufacturing costs, which negatively impacted our first quarter financial results.

US housing demand has clearly pulled back in the last nine months and the market has yet to recover in terms of volume. However, we remain of the view that this is a pause rather than a directional shift. The fundamentals underlying the housing market - a key driver of OSB demand - remain supportive and conditions are slowly improving, both seasonally and due to improving affordability. Mortgage rates are down from their recent highs, new home prices have moderated and builders are offering record levels of incentives for buyers. Home builders are forecasting to build 3-5% more new houses this year and some are starting to increase their offerings of moderately priced, entry-level homes to entice first-time buyers. The meaningful wage growth we’re seeing will also support increasing housing demand as the millennial cohort can now start to form households of their own.

The uptick in demand that usually coincides with the spring building season has been delayed by the prolonged poor weather and has yet to translate into a stronger OSB market. Although the current tight labour market makes it unlikely that builders will be able to recover the lost ground from the slow start to the year, US housing experts forecast the pace of construction activity will accelerate with seasonally adjusted permits still tracking near 1.3 million in 2019.

In Europe, our panel business had another solid performance, with 13% higher sales volumes year-over-year due to continued strong OSB demand. The outlook in Europe has remained more positive and our European business is poised for another good year. With the investment to further expand our Inverness, Scotland mill now underway, we will be in position to meet growing demand for several years to come.

Despite the disappointing results, the benefit of our focus on more stable margin specialty products was evident during the past two quarters when we saw significantly higher North American OSB price realizations relative to the weak benchmark prices. We have a strong balance sheet with comfortable liquidity. Our mills are positioned to support housing market growth, but in the meantime, we continue to prioritize diversifying our product mix and expanding our European business. Finally, we remain focused on shareholder value, buying back almost $40 million of our shares during the quarter which exhausted our Normal Course Issuer Bid limit.

7

Exhibit 99.1

We look forward to reporting on our progress next quarter and thank our shareholders for their continuing support.

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 2018 Management’s Discussion and Analysis dated January 31, 2019 and Q1 2019 Management’s Discussion and Analysis dated May 1, 2019.

Norbord defines Adjusted EBITDA as earnings determined in accordance with International Financial Reporting Standards (IFRS) before finance costs, interest costs, income taxes, depreciation, amortization and non-recurring or other items; Adjusted earnings (loss) as earnings determined in accordance with IFRS before non-recurring or other items and using a normalized income tax rate; and Adjusted earnings (loss) per share as Adjusted earnings (loss) divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified). Adjusted EBITDA, Adjusted earnings (loss), and Adjusted earnings (loss) 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 Q1 2019 Management’s Discussion and Analysis dated May 1, 2019 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)	Apr 6, 2019		Dec 31, 2018
Assets
Current assets
Cash and cash equivalents	$	2	$	128
Accounts receivable	175		149
Taxes receivable	43		—
Inventory	257		220
Prepaids	10		12
	487		509
Non-current assets
Property, plant and equipment	1,425		1,402
Intangible assets	19		20
Deferred income tax assets	6		6
Other assets	5		5
	1,455		1,433
	$	1,942	$	1,942
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	259	$	293
Accrued liability under ASPP	—		$	42
Taxes payable	11		28
	270		363
Non-current liabilities
Long-term debt	550		550
Other long-term debt	80		—
Other liabilities	46		34
Deferred income tax liabilities	193		172
	869		756
Shareholders’ equity	803		823
	$	1,942	$	1,942

9

Exhibit 99.1

Interim Consolidated Statements of Earnings

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions, except per share information)	Q1 2019			Q1 2018
Sales	$	476		$	576
Cost of sales	(432		)	(402		)
General and administrative expenses	(3		)	(5		)
Depreciation and amortization	(35		)	(30		)
Operating income	6			139
Non-operating expense:
Finance costs	(11		)	(8		)
Interest income	1			—
(Loss) earnings before income tax	(4		)	131
Income tax recovery (expense)	5			(36		)
Earnings	$	1		$	95
Earnings per common share
Basic	$	0.01		$	1.10
Diluted	0.01			1.09

Interim Consolidated Statements of Comprehensive Income

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Q1 2019			Q1 2018
Earnings	$	1		$	95
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation	(1		)	—
Items that may be reclassified subsequently to earnings:
Foreign currency translation gain on foreign operations	6			11
Other comprehensive income, net of tax	5			11
Comprehensive income	$	6		$	106

10

Exhibit 99.1

Interim Consolidated Statements of

Changes in Shareholders’ Equity

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Q1 2019			Q1 2018
Share capital
Balance, beginning of period	$	1,280		$	1,350
Issue of common shares upon exercise of options and DRIP	—			3
Reverse accrual for common shares to be repurchased and cancelled under ASPP	24			—
Common shares repurchased and cancelled	(24		)	—
Balance, end of period	$	1,280		$	1,353
Merger reserve	$	(96	)	$	(96	)
Contributed surplus	$	4		$	8
Retained deficit
Balance, beginning of period	$	(168	)	$	(67	)
Earnings	1			95
Common share dividends	(25		)	(41		)
Reverse accrual for common shares to be repurchased and cancelled under ASPP	18			—
Common shares repurchased and cancelled	(19		)	—
Balance, end of period(i)	$	(193	)	$	(13	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(197	)	$	(176	)
Other comprehensive income	5			11
Balance, end of period	$	(192	)	$	(165	)
Shareholders’ equity	$	803		$	1,087

(i)Retained deficit comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings	70			250
	$	(193	)	$	(13	)

11

Exhibit 99.1

Interim Consolidated Statements of Cash Flows

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Q1 2019			Q1 2018
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings	$	1		$	95
Items not affecting cash:
Depreciation and amortization	35			30
Deferred income tax	21			3
Other items	18			7
	75			135
Net change in non-cash operating working capital balances	(111		)	(93		)
Net change in taxes receivable and taxes payable	(61		)	(38		)
	(97		)	4
Investing activities
Investment in property, plant and equipment	(40		)	(56		)
Financing activities
Common share dividends paid	(25		)	(41		)
Issue of common shares	—			2
Repurchase of common shares	(43		)	—
Repayment of lease obligations	(3		)	—
Accounts receivable securitization drawings	80			—
	9			(39		)
Foreign exchange revaluation on cash and cash equivalents held	2			3
Cash and cash equivalents
Increase during period	(126		)	(88		)
Balance, beginning of period	128			241
Balance, end of period	$	2		$	153

12

EX-99.2

Exhibit 99.2

Interim Consolidated Balance Sheets

(Unaudited) (US $ millions)	Note	Apr 6, 2019		Dec 31, 2018
Assets
Current assets
Cash and cash equivalents		$	2	$	128
Accounts receivable	3	175		149
Taxes receivable		43		—
Inventory	4	257		220
Prepaids		10		12
		487		509
Non-current assets
Property, plant and equipment	7, 15	1,425		1,402
Intangible assets		19		20
Deferred income tax assets		6		6
Other assets		5		5
		1,455		1,433
		$	1,942	$	1,942
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	259	$	293
Accrued liability under ASPP		—		42
Taxes payable		11		28
		270		363
Non-current liabilities
Long-term debt	5	550		550
Other long-term debt	3	80		—
Other liabilities	6	46		34
Deferred income tax liabilities		193		172
		869		756
Shareholders’ equity		803		823
		$	1,942	$	1,942

(See accompanying notes, including note 13 for commitments and contingencies)

1

Exhibit 99.2

Interim Consolidated Statements of Earnings

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions, except per share information)	Note	Q1 2019			Q1 2018
Sales	15	$	476		$	576
Cost of sales		(432		)	(402		)
General and administrative expenses		(3		)	(5		)
Depreciation and amortization	15	(35		)	(30		)
Operating income		6			139
Non-operating expense:
Finance costs		(11		)	(8		)
Interest income		1			—
(Loss) earnings before income tax		(4		)	131
Income tax recovery (expense)	9	5			(36		)
Earnings		$	1		$	95
Earnings per common share	10
Basic		$	0.01		$	1.10
Diluted		0.01			1.09

(See accompanying notes)

Interim Consolidated Statements of Comprehensive Income

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Q1 2019			Q1 2018
Earnings	$	1		$	95
Other comprehensive income (loss), net of tax
Items that will not be reclassified to earnings:
Actuarial loss on post-employment obligation	(1		)	—
Items that may be reclassified subsequently to earnings:
Foreign currency translation gain on foreign operations	6			11
Other comprehensive income, net of tax	5			11
Comprehensive income	$	6		$	106

(See accompanying notes)

2

Exhibit 99.2

Interim Consolidated Statements of

Changes in Shareholders’ Equity

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Note	Q1 2019			Q1 2018
Share capital
Balance, beginning of period		$	1,280		$	1,350
Issue of common shares upon exercise of options and DRIP	8	—			3
Reverse accrual for common shares to be repurchased and cancelled under ASPP	8	24			—
Common shares repurchased and cancelled	8	(24		)	—
Balance, end of period	8	$	1,280		$	1,353
Merger reserve	8	$	(96	)	$	(96	)
Contributed surplus	8	$	4		$	8
Retained deficit
Balance, beginning of period		$	(168	)	$	(67	)
Earnings		1			95
Common share dividends		(25		)	(41		)
Reverse accrual for common shares to be repurchased and cancelled under ASPP	8	18			—
Common shares repurchased and cancelled	8	(19		)	—
Balance, end of period(i)		$	(193	)	$	(13	)
Accumulated other comprehensive loss
Balance, beginning of period		$	(197	)	$	(176	)
Other comprehensive income		5			11
Balance, end of period	8	$	(192	)	$	(165	)
Shareholders’ equity		$	803		$	1,087

(See accompanying notes)

(i)Retained deficit comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings	70			250
	$	(193	)	$	(13	)

3

Exhibit 99.2

Interim Consolidated Statements of Cash Flows

(Unaudited) Periods ended Apr 6 and Mar 31 (US $ millions)	Note	Q1 2019			Q1 2018
CASH PROVIDED BY (USED FOR):
Operating activities
Earnings		$	1		$	95
Items not affecting cash:
Depreciation and amortization	15	35			30
Deferred income tax	9	21			3
Other items	11	18			7
		75			135
Net change in non-cash operating working capital balances	11	(111		)	(93		)
Net change in taxes receivable and taxes payable		(61		)	(38		)
		(97		)	4
Investing activities
Investment in property, plant and equipment		(40		)	(56		)
Financing activities
Common share dividends paid		(25		)	(41		)
Issue of common shares	8	—			2
Repurchase of common shares	8	(43		)	—
Repayment of lease obligations	7	(3		)	—
Accounts receivable securitization drawings	3	80			—
		9			(39		)
Foreign exchange revaluation on cash and cash equivalents held		2			3
Cash and cash equivalents
Decrease during period		(126		)	(88		)
Balance, beginning of period		128			241
Balance, end of period		$	2		$	153

(See accompanying notes, including note 11 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, Canada and Europe. 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 43% 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, 2018 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 2018 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 May 1, 2019.

(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) Leases

In January 2016, the International Accounting Standards Board (IASB) issued IFRS 16, Leases (IFRS 16), which requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. IFRS 16 became effective for Norbord on January 1, 2019 and has been applied using the modified retrospective approach under which the cumulative effect of initial application was recognized in retained earnings as at January 1, 2019. As a result, comparative information has not been restated and is reported reported under IAS 17, Leases (IAS 17).

Upon transition to IFRS 16, Norbord recognized $24 million of lease liabilities and corresponding right-of-use (ROU) assets. Norbord elected the practical expedient to apply IFRS 16 only to contracts previously identified as leases under IAS 17. The lease liabilities for leases previously identified as operating leases under IAS 17 were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019, and have been included in accounts payable and accrued liabilities (current portion) and other liabilities (non-current portion). The weighted average incremental borrowing rate applied to these lease liabilities on January 1, 2019 was 4.6%. There were no material differences from the operating lease commitments disclosed in Norbord's 2018 audited annual financial statements. ROU assets related to these leases were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments, and have been included in property, plant and equipment (note 7).

5

Exhibit 99.2

The carrying amounts of $3 million as at January 1, 2019 of the ROU assets and lease liabilities for leases previously classified as finance leases under IAS 17 have been determined to be the carrying amounts of the lease assets and lease liabilities measured under IAS 17 immediately before that date.

The following practical expedients were also applied upon transition to IFRS 16:

• excluded initial direct costs from the measurement of ROU assets at the date of initial application;

• used hindsight when determining the lease term where the contract contains options to extend or terminate the lease;

• used a single discount rate on a portfolio of leases with similar characteristics.

The application of the above practical expedients did not result in any impact to retained earnings.

The revised accounting policy is as follows:

At inception of a contract, Norbord will assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. When a contract contains a lease, Norbord will recognize an ROU asset and a lease obligation at commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability less adjustments. ROU assets are recorded at cost less accumulated depreciation, and are depreciated on a straight-line basis over the shorter of the estimated useful life of the ROU asset or the lease term, and would be adjusted for certain remeasurements of the lease liability. When events or changes in circumstances are identified which may indicate that their carrying amount is less than the recoverable amount, ROU assets would be reviewed for impairment as described in note 2(h) of Norbord's 2018 audited annual financial statements.

Lease liabilities are initially measured at the net present value of lease payments outstanding at lease commencement, discounted using the interest rate implicit in the lease or, if not readily determinable, Norbord's estimated incremental borrowing rate commensurate with the lease term. Subsequently, lease liabilities are measured at amortized cost using the effective interest method and remeasured to reflect any reassessment of options or lease modifications, or to reflect changes in lease payments, with a corresponding adjustment to the ROU asset or statement of earnings if the ROU asset has been reduced to zero. Judgement has been applied in determining the lease term for contracts with renewal options and whether Norbord is reasonably certain to exercise such options. The impact on the lease term resulting from this assessment could impact the amount of lease liabilities and ROU assets recognized.

Norbord has elected not to recognize ROU assets and lease liabilities for leases with terms of less than 12 months and leases of low-value assets. Lease payments associated with these leases are recognized in earnings as an expense on a straight-line basis over the lease term.

(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 became effective for Norbord on January 1, 2019 and did not have any impact on its interim 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 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. The amendments became effective for Norbord on January 1, 2019 and did not have any impact on its interim financial statements.

(iv) Employee Benefits

In February 2018, the IASB issued amendments to IAS 19, Employee Benefits. The amendments clarify the actuarial assumptions to be used for defined benefit pension plans upon plan amendment, curtailment or settlement. These amendments became effective for Norbord on January 1, 2019 and did not have any impact on its interim financial statements.

6

Exhibit 99.2

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 $153 million (December 31, 2018 – $123 million) in trade accounts receivable, and the Company recorded drawings of $80 million as other long-term debt (December 31, 2018 – $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 is able to draw under the program at any point in time depends on the level of accounts receivable transferred and timing of cash settlements, concentration limits and credit enhancement ratios. At period-end, the Company's drawings of $80 million were the maximum available under the program at that time. The amount the Company chooses to draw under the program will fluctuate with the Company’s cash requirements at that point in time. 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. During the quarter, the utilization charges on drawings ranged from 1.6% to 4.1% (2018 – 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 May 1, 2019, the Company’s ratings were BB (DBRS), BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Apr 6, 2019		Dec 31, 2018
Raw materials	$	99	$	72
Finished goods	76		69
Operating and maintenance supplies	82		79
	$	257	$	220

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $18 million (December 31, 2018 – $20 million).

NOTE 5. LONG-TERM DEBT

(US $ millions)	Apr 6, 2019			Dec 31, 2018
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	(5		)	(5		)
	$	550		$	550

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 holders of the 2020 and 2023 senior secured notes.

At period-end, none (December 31, 2018 – none) of the revolving bank lines were drawn as cash, $8 million (December 31, 2018 – $8 million) was utilized for letters of credit and guarantees and $237 million (December 31, 2018 – $237 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.

7

Exhibit 99.2

NOTE 6. OTHER LIABILITIES

(US $ millions)	Apr 6, 2019		Dec 31, 2018
Defined benefit pension obligation	$	21	$	20
Lease obligations	15		2
Accrued employee benefits	6		6
Reforestation obligation	3		2
Unrealized monetary hedge loss	—		3
Other	1		1
	$	46	$	34

NOTE 7. LEASES

Information about Norbord's ROU assets included in property, plant and equipment is as follows:

(US $ millions)	Land		Buildings		Production Equipment			Total
January 1, 2019	$	3	$	4	$	17		$	24
Depreciation	—		—		(2		)	(2		)
Effect of foreign exchange	—		—		1			1
April 6, 2019	$	3	$	4	$	16		$	23

Included in cost of sales is $1 million related to short-term leases.

Total cash outflows related to all leases were $4 million for the period.

Leases of certain production equipment contain residual value guarantees of the ROU assets at the end of the contract term. At period-end, the expected amount payable under these residual value guarantees was less than $1 million.

NOTE 8. SHAREHOLDERS’ EQUITY

Share Capital

	Q1 2019					Q1 2018
	Shares (millions)		Amount (US $ millions)			Shares (millions)	Amount (US $ millions)
Common shares outstanding, beginning of period	81.7		$	1,280		86.4	$	1,350
Issuance of common shares upon exercise of options and DRIP	—		—			0.1	3
Reverse accrual for shares to be repurchased and/or cancelled in 2019	1.6		24			—	—
Shares repurchased in 2018 and cancelled in 2019	(0.2	)	(2		)	—	—
Shares repurchased and cancelled in 2019	(1.4	)	(22		)	—	—
Common shares outstanding, end of period	81.7		$	1,280		86.5	$	1,353

Normal Course Issuer Bid Program

In October 2018, the Company renewed its Normal Course Issuer Bid (NCIB) in accordance with Toronto Stock Exchange (TSX) rules. Under the NCIB, the Company may purchase up to 5,191,965 of its common shares, representing 10% of Norbord’s public float as of October 22, 2018, pursuant to TSX rules.

In December 2018, the Company entered into an automatic share purchase plan (ASPP) in order to facilitate the repurchase of its common shares under its NCIB during the regularly scheduled quarterly trading blackout period. During the quarter, the Company repurchased and cancelled 1.4 million common shares under the ASPP for a total cost of $39 million. Of the total cost, $22 million represented a reduction in share capital and the remaining $17 million was charged to retained earnings. During the quarter, 0.2 million shares purchased and accrued for in 2018 were also cancelled. Total cost relating to these shares was $4 million, of

8

Exhibit 99.2

which $2 million represented a reduction in share capital and the remaining $2 million was charged to retained earnings. The Company has now exhausted the current NCIB limit.

Purchases were made on the open market by the Company through the facilities of the TSX, the NYSE or Canadian or US alternative trading systems, if eligible, in accordance with the requirements of the TSX and applicable securities laws. The price that the Company paid for any such common shares was the market price of such shares at the time of acquisition.

Dividend Reinvestment Plan (DRIP)

During the quarter, no dividends were reinvested in common shares (2018 – 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

During the quarter, no stock options were granted (2018 – 0.2 million stock options) and stock option expense of less than $1 million was recorded with a corresponding increase in contributed surplus (2018 – less than $1 million).

During the quarter, less than 0.1 million common shares (2018 – 0.1 million common shares) were issued as a result of options exercised under the stock option plan for total cash proceeds of less than $1 million (2018 – $2 million) in addition to less than $1 million (2018 – less than $1 million) representing the vested amount of stock options transferred from contributed surplus.

Accumulated Other Comprehensive Loss

(US $ millions)	Apr 6, 2019			Dec 31, 2018
Foreign currency translation loss on foreign operations, net of tax of $(5)  (December 31, 2018 – $(5))	$	(153	)	$	(159	)
Net loss on hedge of net investment in foreign operations, net of tax of $3 (December 31, 2018 – $3)	(8		)	(8		)
Actuarial loss on defined benefit pension obligation, net of tax of $9 (December 31, 2018 – $9)	(31		)	(30		)
Accumulated other comprehensive loss, net of tax	$	(192	)	$	(197	)

NOTE 9. INCOME TAX

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

(US $ millions)	Q1 2019			Q1 2018
Current income tax recovery (expense)	$	26		$	(33	)
Deferred income tax expense	(21		)	(3		)
	$	5		$	(36	)

9

Exhibit 99.2

NOTE 10. EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q1 2019		Q1 2018
Earnings available to common shareholders	$	1	$	95
Common shares (millions):
Weighted average number of common shares outstanding	82.1		86.4
Dilutive stock options(1)	0.3		0.6
Diluted number of common shares	82.4		87.0
Earnings per common share:
Basic	$	0.01	$	1.10
Diluted	0.01		1.09

⁽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 0.5 million stock options (March 31, 2018 – 0.2 million) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.

NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION

Other items comprise:

(US $ millions)	Q1 2019			Q1 2018
Stock-based compensation	$	1		$	1
Pension funding greater than expense	(1		)	(1		)
Cash interest paid less than interest expense	9			8
Amortization of debt issue costs	1			1
Unrealized loss on outstanding currency forwards	3			—
Unrealized foreign exchange loss (gain) on translation of monetary balances	4			(2		)
Other	1			—
	$	18		$	7

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

(US $ millions)	Q1 2019			Q1 2018
Cash (used for) provided by:
Accounts receivable	$	(29	)	$	(14	)
Prepaids	2			1
Inventory	(39		)	(36		)
Accounts payable and accrued liabilities	(45		)	(44		)
	$	(111	)	$	(93	)

10

Exhibit 99.2

Cash interest and income taxes comprise:

(US $ millions)	Q1 2019			Q1 2018
Cash interest paid	$	1		$	—
Cash interest received	(1		)	—
Cash income taxes paid	50			73
Cash income taxes received	(15		)	(3		)

The net change in financial liabilities comprises:

(US $ millions)	Q1 2019		Q1 2018
Long-term debt	$	—	$	1
Other long-term debt	80		—
Lease obligations recognized upon transition to IFRS 16	24		—
Accrued interest on long-term debt	9		7
Net increase in financial liabilities	$	113	$	8

Cash and non-cash movements in financial liabilities comprise:

(US $ millions)	Q1 2019			Q1 2018
Cash movements:
Repayment of lease obligations	$	(3	)	$	—
Accounts receivable securitization drawings	80			—
	77			—
Non-cash movements:
Lease obligations recognized upon transition to IFRS 16	24			—
Amortization of debt issue costs	1			1
Interest expense	11			7
	36			8
Net increase in financial liabilities	$	113		$	8

11

Exhibit 99.2

NOTE 12. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

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

		Apr 6, 2019				Dec 31, 2018
(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	$	2	$	2	$	128	$	128
Accounts receivable	Amortised cost	175		175		149		149
Other assets	Amortised cost	5		5		4		4
		$	182	$	182	$	281	$	281
Financial liabilities:
Accounts payable and accrued liabilities	Amortised cost	$	259	$	259	$	293	$	293
Accrued liability under ASPP	Amortised cost	—		—		42		42
Long-term debt(1)	Amortised cost	555		572		555		556
Other long-term debt	Amortised cost	80		80		—		—
Other liabilities	Amortised cost	31		31		34		34
		$	925	$	942	$	924	$	925

⁽¹⁾  Principal value of long-term debt excluding debt issue costs of $5 million (2018 – $5 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 $45 million (December 31, 2018 – C $143 million) in place to sell US dollars and buy Canadian dollars with maturities in April 2019. The fair value of these contracts at period-end is an unrealized loss of less than $1 million (December 31, 2018 – an unrealized loss of $3 million); the carrying value of the derivative instrument is equivalent to the unrealized loss at period-end. During the quarter, net realized gains on the Company's matured hedges were $1 million (2018 – net realized losses of less than $1 million).

Euro Cash Flow Hedge

At period-end, the Company had foreign currency options representing a notional amount of €15 million (December 31, 2018 – €30 million) in place to buy Pounds Sterling and sell Euros with maturities between April to June 2019. The fair value of these contracts at period-end is an unrealized gain of less than $1 million (December 31, 2018 – unrealized gain of less than $1 million). During the quarter, net realized losses on the Company's matured hedges were less than $1 million (2018 – $nil).

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and 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 and are recorded in earnings as they occur.

NOTE 13. 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.

12

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	$	38	$	54	$	47	$	139
Lease obligations	9		13		5		27
Reforestation obligations	1		1		1		3
	$	48	$	68	$	53	$	169

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

NOTE 14. 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 (2018 – 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 $18 million (2018 – $23 million) were made to Interex. At period-end, $3 million (December 31, 2018 – $2 million) due from Interex was included in accounts receivable. At period-end, the investment in Interex was less than $1 million (December 31, 2018 – less than $1 million) and is included in other assets.

NOTE 15. GEOGRAPHIC SEGMENTS

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

								Q1 2019
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	330	$	146	$	—		$	476
EBITDA(1)	23		21		(3		)	41
Depreciation and amortization	28		7		—			35
Additions to property, plant and equipment	25		5		—			30
Property, plant and equipment	1,172		253		—			1,425
								Q1 2018
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	448	$	128	$	—		$	576
EBITDA(1)	156		18		(5		)	169
Depreciation and amortization	25		5		—			30
Additions to property, plant and equipment	45		5		—			50
Property, plant and equipment(2)	1,159		243		—			1,402

⁽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, interest income, 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, 2018.

13

EX-99.3

Exhibit 99.3

MAY 1, 2019

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 April 6, 2019 and the audited consolidated financial statements and annual MD&A in the 2018 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 month period ended April 6, 2019 and additional disclosure of material information up to and including May 1, 2019. 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 (loss), Adjusted earnings (loss) per share, cash provided by (used for) 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

1

Exhibit 99.3

net worth, net debt to 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 9.0 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 79% of its panel production capacity in North America and 21% 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. Over the past 15 years, Norbord's ROCE has averaged 24%.

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 April 6, 2019, Norbord had unutilized available liquidity of $239 million, comprising $2 million in cash and cash equivalents and $237 million in revolving bank lines. The Company’s tangible net worth was $1,107 million and net debt to total capitalization on a book basis was 34%, with both ratios well within bank covenants.

SUMMARY

For the first quarter of 2019, the Company's results were negatively impacted by a pullback in US homebuilding activity which constrained North American OSB demand. North American benchmark OSB prices were below the 15-year average, with the North Central price averaging $211 per thousand square feet (Msf) (7/16-inch basis) for the quarter, down 13% versus the previous quarter and 43% against the same quarter last year. Norbord’s first quarter North American shipments were down 2% versus the prior quarter but up 3% versus the same quarter last year, reflecting downtime taken in the first quarter of 2019 and despite six more fiscal days year-over-year.

The Company’s core European markets remain robust. In Norbord’s European segment, Adjusted EBITDA was 17% higher compared to the same quarter last year on higher panel pricing and shipment volumes. Norbord's first quarter European shipments were up 15% and 13% versus the prior quarter and same quarter last year, respectively.

Norbord generated operating income of $6 million in the first quarter of 2019, up from an operating loss of $46 million in the prior quarter but down from $139 million in the same quarter last year. Norbord generated Adjusted EBITDA of $42 million in the first quarter of 2019 versus $70 million in the prior quarter and $170 million in the same quarter last year. The decline against both comparative quarters was primarily due to lower North American OSB prices. In addition, the operating loss for the fourth quarter of 2018 included a non-cash pre-tax impairment of asset charge of $80 million (see Selected Quarterly Information).

2

Exhibit 99.3

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

(US $ millions)	Q1 2019			Q4 2018			Q1 2018
Earnings (loss)	$	1		$	(28	)	$	95
Add: Finance costs	11			9			8
Less: Interest income	(1		)	(1		)	—
Add: Depreciation and amortization	35			34			30
Add: Income tax (recovery) expense	(5		)	(26		)	36
Add: Impairment of asset	—			80			—
Add: Loss on disposal of assets	—			2			—
Add: Stock-based compensation and related costs	1			—			1
Adjusted EBITDA(1)	$	42		$	70		$	170

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

Norbord recorded earnings of $1 million ($0.01 per basic and diluted share) in the first quarter of 2019 versus a loss of $28 million ($0.32 per basic and diluted share) in the fourth quarter of 2018 and earnings of $95 million ($1.10 per basic share and $1.09 per diluted share) in the first quarter of 2018. Excluding the impact of non-recurring or other items and using a normalized Canadian statutory tax rate, Norbord recorded an Adjusted loss of $2 million ($0.02 per basic and diluted share) in the first quarter of 2019, compared to Adjusted earnings of $26 million ($0.30 per basic and diluted share) in the fourth quarter of 2018 and $96 million ($1.11 per basic share and $1.10 per diluted share) in the first quarter of 2018. 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 (loss) earnings to the most directly comparable IFRS measure:

(US $ millions)	Q1 2019			Q4 2018			Q1 2018
Earnings (loss)	$	1		$	(28	)	$	95
Add: Impairment of assets	—			80			—
Add: Loss on disposal of assets	—			2			—
Add: Stock-based compensation and related costs	1			—			1
Add: Reported income tax (recovery) expense	(5		)	(26		)	36
Adjusted pre-tax (loss) earnings	(3		)	28			132
Less: Income tax recovery (expense) at statutory rate(1)	1			(2		)	(36		)
Adjusted (loss) earnings(2)	$	(2	)	$	26		$	96

(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 79% of the Company’s panel production capacity is located in North America. For the quarter, approximately 50% 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 25% 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.

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

3

Exhibit 99.3

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 had generally been trending higher since the third quarter of 2016 but have flattened out in the first quarter of 2019. 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.

SUMMARY OF FINANCIAL AND OPERATING HIGHLIGHTS

(US $ millions, except per share information, unless otherwise noted)	Q1 2019		Q4 2018		Q1 2018
SALES AND EARNINGS
Sales	476		501		576
Operating income (loss)	6		(46)		139
Adjusted EBITDA(1)	42		70		170
Earnings (loss)	1		(28)		95
Adjusted (loss) earnings(1)	(2)		26		96
PER COMMON SHARE EARNINGS
Earnings (loss), basic	0.01		(0.32)		1.10
Earnings (loss), diluted	0.01		(0.32)		1.09
Adjusted (loss) earnings, basic(1)	(0.02)		0.30		1.11
Adjusted (loss) earnings, diluted(1)	(0.02)		0.30		1.10
Dividends declared(2)	0.40		0.60		0.60
BALANCE SHEET
Total assets	1,942		1,942		2,097
Long-term debt	550		550		549
Net debt for financial covenant purposes(1)	564		435		422
Net debt to capitalization, market basis(1)	17	%	13	%	13	%
Net debt to capitalization, book basis(1)	34	%	28	%	24	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America	1,569		1,602		1,521
Europe	521		452		461
Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
North Central	211		243		370
South East	197		203		331
Western Canada	160		184		359
Europe (€/m3)(3)	287		299		274
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)	10	%	17	%	42	%
Return on equity (ROE)(1)	1	%	10	%	37	%
Cash (used for) provided by operating activities	(97)		126		4
Cash (used for) provided by operating activities per share(1)	(1.18)		1.46		0.05

(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.

4

Exhibit 99.3

Sales

Total sales in the quarter were $476 million, compared to $501 million in the fourth quarter of 2018 and $576 million in the first quarter of 2018. Quarter-over-quarter, total sales decreased by $25 million or 5%. In North America, sales decreased by 12% due to lower OSB prices and a 2% decrease in shipment volumes due to the timing of annual maintenance and other downtime. In Europe, sales increased by 15% due to a 15% increase in shipment volumes, partially offset by modestly lower panel prices. Year-over-year, total sales decreased by $100 million or 17%. In North America, sales decreased by 26% due to lower OSB prices partially offset by a 3% increase in shipment volumes largely from six additional fiscal days in the current quarter. In Europe, sales increased by 14% due to higher panel prices and a 13% increase in shipment volumes, partially offset by the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar.

Markets

In North America, US housing demand was negatively impacted by higher mortgage rates and new home prices as well as record rainfall across the US which constrained homebuilding activity. Year-to-date US housing starts were down 10% versus the same period in 2018, with single-family starts (which use approximately three times more OSB than multi-family) decreasing by 5%. The seasonally adjusted annualized rate was 1.14 million in March, which is 14% lower than the pace at this time last year, while the pace of housing permits (the more forward-looking indicator) was 1.27 million. The consensus forecast from US housing economists is approximately 1.26 million starts for 2019, which is in line with 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 weakened due to the pullback in demand from homebuilding. 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 OSB prices by region for the relevant quarters:

North American Region	% of Norbord’s Estimated Annual Operating Capacity(1)		Q1 2019 ($/Msf-7/16”)		Q4 2018 ($/Msf-7/16”)		Q1 2018 ($/Msf-7/16”)
North Central	15	%	$	211	$	243	$	370
South East	36	%	197		203		331
Western Canada	29	%	160		184		359

(1) Based on the restated annual capacity figures as at December 31, 2018 and exclude the indefinitely curtailed Chambord, Quebec mill, which represents 7% of estimated annual capacity.

In Europe, panel markets remained strong in the first quarter of 2019, driven by continued OSB demand growth in Norbord's core geographies. In local currency terms, average panel prices were down a modest 3% from the prior quarter due to seasonality and sales mix, but up 5% 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 first quarter of 2019, the Pound Sterling averaged 1.15 against the Euro, compared to 1.13 in both the prior quarter and the same quarter last year.

5

Exhibit 99.3

Operating Results

Adjusted EBITDA(1) (US $ millions)	Q1 2019			Q4 2018			Q1 2018
North America	$	23		$	50		$	156
Europe	21			24			18
Unallocated	(2		)	(4		)	(4		)
Total	$	42		$	70		$	170

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

Norbord generated Adjusted EBITDA of $42 million in the first quarter of 2019, compared to $70 million in the fourth quarter of 2018 and $170 million in the first quarter of 2018. The $28 million quarter-over-quarter decrease was primarily due to lower North American OSB prices. The $128 million year-over-year decrease was primarily driven by significantly lower North American OSB prices, partially offset by higher shipment volumes.

Adjusted EBITDA Variance

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

(US $ millions)	Q1 2019 vs.  Q4 2018			Q1 2019 vs.  Q1 2018
Adjusted EBITDA – current period	$	42		$	42
Adjusted EBITDA – comparative period	70			170
Variance	(28		)	(128		)
Mill nets(1)	(45		)	(126		)
Volume(2)	10			6
Key input prices(3)	(3		)	(12		)
Key input usage(3)	(3		)	3
Mill profit share and bonus	—			4
Other operating costs and foreign exchange(4)	13			(3		)
Total	$	(28	)	$	(128	)

(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, costs to ramp up the new Inverness, Scotland line, and the one-time impact of adopting the new lease standard in 2019 (see Changes in Accounting Policies).

North America

Norbord’s North American operations generated $23 million in Adjusted EBITDA in the first quarter of 2019, a decrease of $27 million from $50 million in the fourth quarter of 2018 and a decrease of $133 million from $156 million in the first quarter of 2018. The quarter-over-quarter decrease was primarily due to lower OSB prices as well as seasonally higher raw material usages, partially offset by the timing of annual maintenance shuts and other downtime, and lower resin prices. The year-over-year decrease was primarily attributed to significantly lower OSB prices, as well as the timing of annual maintenance shuts and other downtime, and higher fibre and energy prices, partially offset by an additional six fiscal days in the current quarter, productivity improvements, lower mill profit share costs attributed to lower earnings and the impact of a weaker Canadian dollar relative to the US dollar.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share and freight costs) decreased by 1% compared to the fourth quarter of 2018 but increased 3% compared to the first quarter of 2018. Quarter-over-quarter, unit costs decreased primarily due to the timing of annual maintenance shuts and other downtime, as well as lower resin prices, partially offset by seasonally higher raw material usages. Year-over-year, unit costs increased primarily due to the timing of annual maintenance shuts and other downtime, as well as higher fibre and energy prices, partially offset by an additional six fiscal days in the current quarter and the impact of a weaker Canadian dollar relative to the US dollar.

6

Exhibit 99.3

Production has remained indefinitely suspended at the Chambord, Quebec mill since the third quarter of 2008. In 2018, the Board of Directors approved a $71 million investment to rebuild and prepare the mill for an eventual restart when warranted by customer demand (see Chambord Rebuild Project). A restart decision has not yet been made, and Norbord will continue to monitor market conditions. This mill represents 7% of Norbord’s current annual estimated capacity in North America.

Excluding the Chambord mill, Norbord’s operating mills produced at 85% of stated capacity in the first quarter of 2019 compared to 89% in the fourth quarter of 2018 and 94% in the first quarter of 2018. Capacity utilization based on fiscal days in each period decreased against both comparative periods as a result of the December 31, 2018 restatement of annual production capacities at a number of mills (to reflect higher production line speeds from converting to PMDI resin technology and subsequent capital invested over the past six years to debottleneck certain mills).

Europe

Norbord’s European operations generated $21 million in Adjusted EBITDA in the first quarter of 2019 compared to $24 million in the fourth quarter of 2018 and $18 million in the first quarter of 2018. Quarter-over-quarter, the Adjusted EBITDA decrease of $3 million was primarily driven by modestly lower average panel prices and higher raw material prices, partially offset by higher shipment volumes. Year-over-year, the higher Adjusted EBITDA was primarily attributed to higher average panel prices and shipment volumes, and improved raw material usages, partially offset by higher raw material and energy prices.

The European mills produced at 89% of stated capacity in the first quarter of 2019, unchanged from the fourth quarter of 2018 and compared to 86% in the first quarter of 2018. Capacity utilization was unchanged quarter-over-quarter as the new finishing line at the Inverness, Scotland OSB mill was being commissioned during the first quarter of 2019. The year-over-year increase in capacity utilization was due to the continued ramp-up of the reinvested Inverness mill following its start-up in the fourth quarter of 2017.

Margin Improvement Program (MIP)

The Company did not generate any net MIP gains in the quarter as improved productivity and lower raw material usage at the restarted Huguley, Alabama and expanded Inverness, Scotland mills were offset by the timing of annual maintenance shuts and other downtime, as well as the operating impact of severe winter weather this year. MIP is measured relative to the prior year at constant prices and exchange rates.

FINANCE COSTS, DEPRECIATION AND AMORTIZATION, AND INCOME TAX

(US $ millions)	Q1 2019			Q4 2018			Q1 2018
Finance costs	$	(11	)	$	(9	)	$	(8	)
Interest income	1			1			—
Depreciation and amortization	(35		)	(34		)	(30		)
Income tax recovery (expense)	5			26			(36		)

Finance Costs

Finance costs in the first quarter of 2019 were higher versus both comparative periods due to utilization charges on drawings under the accounts receivable securitization program (see Accounts Receivable Securitization).

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 recent years. Depreciation for the current quarter is also impacted by depreciation of lease assets recognized upon adoption of the new lease standard (see Changes in Accounting Policies).

7

Exhibit 99.3

Income Tax

A tax recovery of $5 million was recorded in the first quarter of 2019 on a pre-tax loss of $4 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.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q1 2019		Q4 2018		Q1 2018
Cash (used for) provided by operating activities	(97)		126		4
Cash (used for) provided by operating activities per share(1)	(1.18)		1.46		0.05
Operating working capital(1)	183		88		218
Total working capital(1)	217		188		338
Additions to property, plant and equipment and    intangible assets	30		60		50
Net debt to capitalization, market basis(1)	17	%	13	%	13	%
Net debt to capitalization, book basis(1)	34	%	28	%	24	%

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

At quarter-end, the Company had unutilized available liquidity of $239 million, comprising $2 million in cash and cash equivalents and $237 million in revolving bank lines, 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;

● impairment of assets charge for 2018 is 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 other liabilities classified as debt for financial covenant purposes, letters of credit and guarantees issued, and any bank advances. At period-end, the Company’s tangible net worth

8

Exhibit 99.3

was $1,107 million and net debt for financial covenant purposes was $564 million. Net debt to total capitalization, book basis, was 34%. The Company was in compliance with the financial covenants at period-end.

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

(US $ millions)	Apr 6, 2019			Dec 31, 2018
Long-term debt, principal value	$	555		$	555
Add: Other long-term debt	80			—
Less: Cash and cash equivalents	(2		)	(128		)
Net debt	633			427
Less: Other long-term debt	(80		)	—
Add: Other liabilities classified as debt for financial covenant purposes	3			—
Add: Letters of credit and guarantees	8			8
Net debt for financial covenant purposes	$	564		$	435
Shareholders’ equity	$	803		$	823
Add: Impairment of assets (net of tax)	59			59
Add: Other comprehensive income change(1)	69			74
Add: Impact of Ainsworth changing functional currencies	155			155
Add: IFRS transitional adjustments	21			21
Tangible net worth for financial covenant purposes	$	1,107		$	1,132
Total capitalization	$	1,671		$	1,567
Net debt to capitalization, market basis	17		%	13		%
Net debt to capitalization, book basis	34		%	28		%

(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 $153 million in trade accounts receivable, and recorded drawings of $80 million 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 is able to draw under the program at any point in time depends on the level of accounts receivable transferred, concentration limits and credit enhancement ratios. At period-end, the Company’s drawings of $80 million were the maximum available under the program at that time. The amount the Company chooses to draw under the program will fluctuate with the Company’s cash requirements at that point in time. Any drawings are presented as other long-term debt on the balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes. The utilization charge, which is based on money market rates plus a margin, and other program fees are recorded as finance costs. During the quarter, the utilization charges on drawings ranged from 1.6% to 4.1% (2018 - 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 May 1, 2019, the Company's ratings were BB (DBRS), BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).

9

Exhibit 99.3

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable, inventory and prepaids less accounts payable and accrued liabilities, was $183 million at period-end, compared to $88 million at December 31, 2018 and $218 million at March 31, 2018. 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 increased by $95 million due to higher accounts receivable and inventory, plus lower accounts payable and accrued liabilities. Higher accounts receivable was due to higher sales volumes in the current quarter-end month. Higher inventory was primarily due to the annual seasonal build of log inventory in the northern mills in North America. Lower accounts payable and accrued liabilities was primarily due to the payment of bonus and mill profit share accruals as well as the timing of payments, partially offset by new lease liabilities recognized upon transition to the new lease standard (see Changes in Accounting Policies).

Year-over-year, operating working capital decreased by $35 million due to lower accounts receivable and higher accounts payable and accrued liabilities. Lower accounts receivable was primarily attributed to lower North American OSB prices. Higher accounts payable and accrued liabilities were primarily attributed to the timing of payments and new lease liabilities recognized upon transition to the new lease standard (see Changes in Accounting Policies).

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 $217 million at period-end, compared to $188 million at December 31, 2018 and $338 million at March 31, 2018. Quarter-over-quarter, the increase is due to higher taxes receivable as the lower cash balance was offset by the higher operating working capital. Year-over-year, the decrease was due to the lower cash balance and lower operating working capital, partially offset by higher taxes receivable.

Operating activities consumed $97 million of cash or $1.18 per share in first quarter of 2019, compared to $126 million or $1.46 per share generated in the fourth quarter of 2018 and $4 million or $0.05 per share generated in the first quarter of 2018. The lower generation of cash versus the prior quarter was mainly attributed to lower earnings and higher income tax instalments paid in the current quarter as well as the seasonal increase in operating working capital. The lower generation of cash versus the same quarter last year was mainly attributed to lower earnings in the current quarter, partially offset by lower income tax instalments paid in the current quarter.

INVESTMENTS

Investment in property, plant and equipment and intangible assets was $30 million in the first quarter of 2019 compared to $60 million in the fourth quarter of 2018 and $50 million in the first quarter of 2018. The decreases versus both comparative periods are primarily attributable to the timing of executing on various capital projects, including the Inverness project (see below).

Norbord is planning to make capital investments of approximately $150 million in 2019 for maintenance of business projects and projects focused on reducing manufacturing costs across the mills, as well as a portion of the Chambord, Quebec mill rebuild and Inverness, Scotland phase 2 projects (both described below). It also includes investments to support the Company's strategy to increase the production of specialty products for industrial applications and exports. 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, Scotland OSB mill, including moving the unused second press from the Grande Prairie, Alberta mill. The project was substantially completed and the new line started up in the fourth quarter of 2017, with no

10

Exhibit 99.3

disruption to existing production capacity, and the mill's stated capacity was increased from 395 to 720 MMsf (3/8-inch basis). The new finishing end was installed in 2018 and commissioned during the quarter.

In January 2019, the Board of Directors approved a $46 million (£35 million) second phase investment to further expand capacity at the Inverness, Scotland mill by 225 MMsf (3/8-inch basis) (200,000 cubic metres) through the addition of a second wood room and dryer. This project is expected to take approximately two years to complete and is consistent with the Company's strategy of growing its European OSB capacity to serve rapid consumption growth in its key markets. During the first quarter of 2019, $2 million was invested.

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 and enhance the competitive position of the Company's overall manufacturing operations, Norbord is rebuilding and preparing the mill for an eventual restart. The Company has not yet made a restart decision, however, and will only do so when it is sufficiently clear that customers require more product. The project involves replacing the dryers and investing in the wood-handling and finishing end areas to streamline the mill’s manufacturing process and reduce costs, as well as upgrades to process and personal safety systems, electrical systems and environmental equipment that will 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. Capital spending of $9 million of the $71 million budget was invested during the first quarter of 2019 ($36 million project-to-date).

CAPITALIZATION

At May 1, 2019, there were 81.7 million common shares outstanding. In addition, 1.5 million stock options were outstanding, of which 53% were fully vested.

Normal Course Issuer Bid

In October 2018, Norbord renewed its normal course issuer bid (NCIB) in accordance with TSX rules. Under the bid, Norbord has purchased 5,191,965 common shares at a cost of $141 million, representing 10% of the Company’s public float of 51,919,654 common shares as of October 22, 2018 (a total of 86,387,210 common shares were issued and outstanding as of such date) and has exhausted the bid limit. Common shares purchased under the bid were cancelled.

Norbord believed that the market price of its common shares was attractive as they were trading significantly below replacement cost and management's view of intrinsic value and that the purchase of these common shares was an appropriate use of the Company’s funds in light of potential benefits to remaining shareholders.

Purchases were made on the open market by Norbord through the facilities of the TSX, the NYSE 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 paid for any such common shares was the market price of such shares at the time of acquisition.

Dividends

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

11

Exhibit 99.3

(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
Q4 2018	0.60
Q1 2019	0.40

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, $25 million (2018 – $41 million) was paid out during the quarter using cash on hand.

FINANCIAL INSTRUMENTS

The Company utilizes various derivative financial instruments to manage risk and make better use of capital. The fair values of these instruments are reflected on the Company's balance sheet and are disclosed in note 12 to the 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

As of May 1, 2019, Brookfield held approximately 43% of the common shares outstanding. The Company 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 (2018 – 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 $18 million (2018 – $23 million) were made to Interex. At period-end, $3 million (December 31, 2018 – $2 million) due from Interex was included in accounts receivable. At period-end, the investment in Interex was less than $1 million (December 31, 2018 – less than $1 million).

12

Exhibit 99.3

SELECTED QUARTERLY INFORMATION

	2019								2018						2017
(US $ millions, except per share information, unless otherwise noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
SALES AND EARNINGS
Sales	476		501		640		707		576		596		578		536
Operating income (loss)	6		(46	)	175		236		139		172		169		135
Adjusted EBITDA(1)	42		70		211		273		170		204		200		165
Earnings (loss)	1		(28	)	130		174		95		160		130		97
Adjusted (loss) earnings(1)	(2	)	26		123		167		96		123		121		95
PER COMMON SHARE EARNINGS
Earnings (loss), basic	0.01		(0.32	)	1.50		2.01		1.10		1.85		1.51		1.13
Earnings (loss), diluted	0.01		(0.32	)	1.49		2.00		1.09		1.84		1.50		1.12
Adjusted (loss) earnings, basic(1)	(0.02	)	0.30		1.42		1.93		1.11		1.42		1.40		1.10
Adjusted (loss) earnings, diluted(1)	(0.02	)	0.30		1.41		1.92		1.10		1.41		1.39		1.10
Dividends declared(2)	0.40		0.60		4.50		0.60		0.60		0.60		0.50		0.30
BALANCE SHEET
Total assets	1,942		1,942		2,130		2,250		2,097		2,103		1,951		1,772
Long-term debt	550		550		549		549		549		548		548		547
Net debt for financial covenant purposes(1)	564		435		377		276		422		333		449		567
Net debt to capitalization, market basis(1)	17	%	13	%	10	%	8	%	13	%	11	%	15	%	20	%
Net debt to capitalization, book basis(1)	34	%	28	%	23	%	16	%	24	%	21	%	28	%	36	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America	1,569		1,602		1,687		1,674		1,521		1,562		1,537		1,536
Europe	521		452		467		445		461		440		474		474
Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
North Central	211		243		363		426		370		379		409		330
South East	197		203		305		419		331		355		354		320
Western Canada	160		184		281		403		359		328		388		324
Europe (€/m3)(3)	287		299		305		298		274		262		233		230
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)	10	%	17	%	51	%	65	%	42	%	52	%	52	%	44	%
Return on equity (ROE)(1)	1	%	10	%	44	%	58	%	37	%	51	%	58	%	51	%
Cash (used for) provided by operating activities	(97	)	126		228		250		4		222		203		144
Cash (used for) provided by operating activities per share(1)	(1.18	)	1.46		2.63		2.89		0.05		2.57		2.36		1.67

(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.

13

Exhibit 99.3

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 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 $64 million or $0.78 per basic share (approximately $53 million or $0.65 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 but have flattened out in the first quarter of 2019.

Norbord has significant exposure to the Canadian dollar with approximately 37% of its global (47% of North American) 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 $6 million when all six of Norbord’s Canadian OSB mills operate at full capacity. Norbord also has exposure to the Euro as all but one of the Company's European production facilities are located in the UK and export sales to the continent are denominated in Euros. The Company estimates that the favourable impact of a one-pence (UK) decrease in the value of the Euro would positively impact annual Adjusted EBITDA by less than $1 million when all UK production facilities operate at full capacity.

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

Impairment of Assets – Included in the fourth quarter of 2018 is an $80 million ($0.93 per basic and $0.92 per diluted share) non-cash pre-tax loss related to an impairment charge at the Company's 100 Mile House, British Columbia mill.

Loss on Disposal of Assets– Included in the fourth quarter of 2018 is a $2 million ($0.02 per basic and diluted share) non-cash loss related to obsolete operating and maintenance supplies. As a result of investments in production equipment placed in service in 2017, included in the fourth quarter of 2017 is a $3 million ($0.03 per basic and diluted shares) 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 for 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.

Stock-based Compensation and Related Costs– Included in the first quarter of 2019, second and first quarters of 2018, and third and second quarters of 2017 is $1 million ($0.01 per basic and diluted share) of stock-based compensation and related revaluation costs. Included in the third quarter of 2018 is $2 million ($0.02 per basic and diluted share) of similar costs.

14

Exhibit 99.3

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.

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

(US $ millions)	Q1 2019			Q4 2018			Q3 2018			Q2 2018			Q1 2018			Q4 2017			Q3 2017			Q2 2017
Earnings (loss)	$	1		$	(28	)	$	130		$	174		$	95		$	160		$	130		$	97
Add: Impairment of assets	—			80			—			—			—			—			—			—
Add: Loss on disposal of assets	—			2			—			—			—			3			2			2
Add: Stock-based compensation and related costs	1			—			2			1			1			—			1			1
Add: Pre-operating costs related to Inverness project	—			—			—			—			—			—			1			—
Add: Reported income tax (recovery) expense	(5		)	(26		)	37			53			36			6			32			30
Adjusted pre-tax (loss) earnings	(3		)	28			169			228			132			169			166			130
Less: Income tax recovery (expense) at  statutory rate(1)	1			(2		)	(46		)	(61		)	(36		)	(46		)	(45		)	(35		)
Adjusted (loss) earnings	$	(2	)	$	26		$	123		$	167		$	96		$	123		$	121		$	95

(1) Represents Canadian combined federal and provincial statutory rate (2019 and 2018 - 26%; 2017 - 27%). Q1 to Q3 of 2018 were based on the 27% rate and a true up for the full year rate of 26% was reflected in Q4.

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

(US $ millions)	Q1 2019			Q4 2018			Q3 2018			Q2 2018			Q1 2018		Q4 2017		Q3 2017		Q2 2017
Earnings (loss)	$	1		$	(28	)	$	130		$	174		$	95	$	160	$	130	$	97
Add: Finance costs	11			9			10			10			8		6		7		8
Less: Interest income	(1		)	(1		)	(2		)	(1		)	—		—		—		—
Add: Depreciation and amortization	35			34			34			36			30		29		27		27
Add: Income tax (recovery) expense	(5		)	(26		)	37			53			36		6		32		30
Add: Impairment of assets	—			80			—			—			—		—		—		—
Add: Loss on disposal of assets	—			2			—			—			—		3		2		2
Add: Stock-based compensation and related costs	1			—			2			1			1		—		1		1
Add: Pre-operating costs related to Inverness project	—			—			—			—			—		—		1		—
Adjusted EBITDA(1)	$	42		$	70		$	211		$	273		$	170	$	204	$	200	$	165

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

CHANGES IN ACCOUNTING POLICIES

(i) Leases

In January 2016, the International Accounting Standards Board (IASB) issued IFRS 16, Leases (IFRS 16), which requires all leases to be reported on the balance sheet unless certain criteria for exclusion are met. IFRS 16 became effective for Norbord on January 1, 2019 and has been applied using the modified retrospective approach under which the cumulative effect of initial application was recognized in retained earnings as at January 1, 2019. As a result, comparative information has not been restated and is reported reported under IAS 17, Leases (IAS 17).

15

Exhibit 99.3

Upon transition to IFRS 16, Norbord recognized $24 million of lease liabilities and corresponding right-of-use (ROU) assets. Norbord elected the practical expedient to apply IFRS 16 only to contracts previously identified as leases under IAS 17. The lease liabilities for leases previously identified as operating leases under IAS 17 were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019, and have been included in accounts payable and accrued liabilities (current portion) and other liabilities (non-current portion). The weighted average incremental borrowing rate applied to these lease liabilities on January 1, 2019 was 4.6%. There were no material differences from the operating lease commitments disclosed in Norbord's 2018 audited annual financial statements. ROU assets related to these leases were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments, and have been included in property, plant and equipment.

The carrying amounts of $3 million as at January 1, 2019 of the ROU assets and lease liabilities for leases previously classified as finance leases under IAS 17 have been determined to be the carrying amounts of the lease assets and lease liabilities measured under IAS 17 immediately before that date.

The following practical expedients were also applied upon transition to IFRS 16:

● excluded initial direct costs from the measurement of ROU assets at the date of initial application;

● used hindsight when determining the lease term where the contract contains options to extend or terminate the lease;

● used a single discount rate to a portfolio of leases with similar characteristics.

The application of the above practical expedients did not result in any impact to retained earnings.

The revised accounting policy is as follows:

At inception of a contract, Norbord will assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. When a contract contains a lease, Norbord will recognize an ROU asset and a lease obligation at commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability less adjustments. ROU assets are recorded at cost less accumulated depreciation, and are depreciated on a straight-line basis over the shorter of the estimated useful life of the ROU asset or the lease term, and would be adjusted for certain remeasurements of the lease liability. When events or changes in circumstances are identified which may indicate that their carrying amount is less than the recoverable amount, ROU assets would be reviewed for impairment as described in note 2(h) of Norbord's 2018 audited annual financial statements.

Lease liabilities are initially measured at the net present value of lease payments outstanding at lease commencement, discounted using the interest rate implicit in the lease or, if not readily determinable, Norbord's estimated incremental borrowing rate commensurate with the lease term. Subsequently, lease liabilities are measured at amortized cost using the effective interest method and remeasured to reflect any reassessment of options or lease modifications, or to reflect changes in lease payments, with a corresponding adjustment to the ROU asset or statement of earnings if the ROU asset has been reduced to zero. Judgement has been applied in determining the lease term for contracts with renewal options and whether Norbord is reasonably certain to exercise such options. The impact on the lease term resulting from this assessment could impact the amount of lease liabilities and ROU assets recognized.

Norbord has elected not to recognize ROU assets and lease liabilities for leases with terms of less than 12 months and leases of low-value assets. Lease payments associated with these leases are recognized in earnings as an expense on a straight-line basis over the lease term.

16

Exhibit 99.3

(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 became effective for Norbord on January 1, 2019 and did not have any impact on its interim 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 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. The amendments became effective for Norbord on January 1, 2019 and did not have any impact on its interim financial statements.

(iv) Employee Benefits

In February 2018, the IASB issued amendments to IAS 19, Employee Benefits. The amendments clarify the actuarial assumptions to be used for defined benefit pension plans upon plan amendment, curtailment or settlement. These amendments became effective for Norbord on January 1, 2019 and did not have any impact on its interim financial statements.

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 2018 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 April 6, 2019 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 (loss) is defined as earnings (loss) determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include the 2018 impairment of assets charge and pre-operating costs related to the 2017 Inverness, Scotland 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 calculated at the Canadian combined federal and provincial statutory rate is deducted. Adjusted earnings (loss) per share is Adjusted earnings (loss) divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified).

17

Exhibit 99.3

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

(US $ millions)	Q1 2019			Q4 2018			Q1 2018
Earnings (loss)	$	1		$	(28	)	$	95
Add: Impairment of assets	—			80			—
Add: Loss on disposal of assets	—			2			—
Add: Stock-based compensation and related costs	1			—			1
Add: Reported income tax (recovery) expense	(5		)	(26		)	36
Adjusted pre-tax (loss) earnings	(3		)	28			132
Less: Income tax recovery (expense) at statutory rate(1)	1			(2		)	(36		)
Adjusted (loss) earnings	$	(2	)	$	26		$	96

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

Adjusted EBITDA is defined as earnings (loss) determined in accordance with IFRS before finance costs, interest income, income taxes, depreciation, amortization and other unusual or non-recurring items. Non-recurring items include the 2018 impairment of assets and pre-operating costs related to the 2017 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)	Q1 2019			Q4 2018			Q1 2018
Earnings (loss)	$	1		$	(28	)	$	95
Add: Finance costs	11			9			8
Less: Interest income	(1		)	(1		)	—
Add: Depreciation and amortization	35			34			30
Add: Income tax (recovery) expense	(5		)	(26		)	36
EBITDA	41			(12		)	169
Add: Impairment of assets	—			80			—
Add: Loss on disposal of assets	—			2			—
Add: Stock-based compensation and related costs	1			—			1
Adjusted EBITDA	$	42		$	70		$	170

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

								Q1 2019
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	23	$	21	$	(3	)	$	41
Add: Stock-based compensation and related costs	—		—		1			1
Adjusted EBITDA	$	23	$	21	$	(2	)	$	42

									Q4 2018
(US $ millions)	North America			Europe		Unallocated			Total
EBITDA(1)	$	(32	)	$	24	$	(4	)	$	(12	)
Add: Impairment of assets	80			—		—			80
Add: Loss on disposal of assets	2			—		—			2
Adjusted EBITDA	$	50		$	24	$	(4	)	$	70

18

Exhibit 99.3

								Q1 2018
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	156	$	18	$	(5	)	$	169
Add: Stock-based compensation and related costs	—		—		1			1
Adjusted EBITDA	$	156	$	18	$	(4	)	$	170

(1) EBITDA is defined as earnings before finance costs, interest income, 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)	Apr 6, 2019			Dec 31, 2018			Mar 31, 2018
Accounts receivable	$	175		$	149		$	191
Inventory	257			220			260
Prepaids	10			12			10
Accounts payable and accrued liabilities	(259		)	(293		)	(243		)
Operating working capital	$	183		$	88		$	218

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)	Apr 6, 2019			Dec 31, 2018			Mar 31, 2018
Operating working capital	$	183		$	88		$	218
Cash and cash equivalents	2			128			153
Taxes receivable	43			—			1
Taxes payable	(11		)	(28		)	(34		)
Total working capital	$	217		$	188		$	338

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)	Apr 6, 2019			Dec 31, 2018			Mar 31, 2018
Property, plant and equipment	$	1,425		$	1,402		$	1,450
Intangible assets	19			20			24
Accounts receivable	175			149			191
Inventory	257			220			260
Prepaids	10			12			10
Accounts payable and accrued liabilities	(259		)	(293		)	(243		)
Capital employed	$	1,627		$	1,510		$	1,692

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

ROE (return on equity) is Adjusted earnings (loss) divided by common shareholders’ equity adjusted for the 2018 impairment of assets charge and the accrued share purchases as at December 31, 2018. 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.

19

Exhibit 99.3

(US $ millions)	Apr 6, 2019		Dec 31, 2018		Mar 31, 2018
Shareholders' equity	$	803	$	823	$	1,087
Add: Impairment of assets (net of tax)	59		59		—
Add: Common shares to be repurchased and cancelled	—		42		—
Shareholders' equity for ROE	$	862	$	924	$	1,087

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 other liabilities classified as debt for financial covenant purposes, letters of credit and guarantees outstanding, and any bank advances. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions)	Apr 6, 2019			Dec 31, 2018			Mar 31, 2018
Long-term debt, principal value	$	555		$	555		$	555
Add: Other long-term debt	80			—			—
Less: Cash and cash equivalents	(2		)	(128		)	(153		)
Net debt	633			427			402
Less: Other long-term debt	(80		)	—			—
Add: Other liabilities classified as debt for financial covenant purposes	3			—			—
Add: Letters of credit and guarantees	8			8			20
Net debt for financial covenant purposes	$	564		$	435		$	422

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 the 2018 net impairment of assets charge, 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)	Apr 6, 2019		Dec 31, 2018		Mar 31, 2018
Shareholders’ equity	$	803	$	823	$	1,087
Add: Impairment of assets (net of tax)	59		59		—
Add: Other comprehensive income movement(1)	69		74		42
Add: Impact of Ainsworth changing functional currencies	155		155		155
Add: IFRS transitional adjustments	21		21		21
Tangible net worth	$	1,107	$	1,132	$	1,305

(1) Cumulative subsequent to January 1, 2011.

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

Net debt to capitalization, market basis, is net debt for financial covenant purposes divided by the sum of net debt for financial covenant purposes and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price (in Canadian dollars) of $43.91 for the first quarter of 2019, $46.32 for the fourth quarter of 2018 and $43.43 for the first quarter of 2018. 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

20

Exhibit 99.3

flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements, as defined by applicable securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “believes,” “expects,” “targets,” “outlook,” “scheduled,” “estimates,” “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 and European 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, Canada, Europe 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.

21

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended April 6, 2019.
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 Disclosurein Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.
5.2	N/A
5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on April 6, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 2, 2019

(signed) Peter Wijnbergen

Peter C. Wijnbergen

President and Chief Executive Officer

EX-99.5

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Norbord Inc. (the “issuer”) for the interim period ended April 6, 2019.
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 Disclosurein Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework.
5.2	N/A
5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on April 6, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 2, 2019

(signed) Robin Lampard

Robin Lampard

Senior Vice President and Chief Financial Officer