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 October 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 October 31, 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: October 31, 2019	NORBORD INC.
	By:	/s/ Tracy Connelly McGilley
		Name: Tracy Connelly McGilley
		Title: Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

NORBORD REPORTS THIRD QUARTER 2019 RESULTS; DECLARES QUARTERLY DIVIDEND

Note: Financial references in US dollars unless otherwise indicated.

Q3 2019 HIGHLIGHTS

• Adjusted EBITDA of $33 million

• Loss of $0.21 per diluted share; Adjusted loss of $0.11 per diluted share

• North American manufacturing costs declined 4% quarter-over-quarter and 3% year-over-year

• Renewed Normal Course Issuer Bid

• Declared quarterly variable dividend of C $0.20 per share for shareholders of record on November 29, 2019

TORONTO, ON (October 31, 2019) - Norbord Inc. (TSX and NYSE: OSB) today reported Adjusted EBITDA of $33 million in the third quarter of 2019 compared to $36 million in the second quarter of 2019 and $211 million in the third quarter of 2018. The quarter-over-quarter decrease was driven by lower panel prices and shipments in Europe, which more than offset improved manufacturing costs in North America, while the year-over-year decrease was primarily due to lower North American oriented strand board (OSB) prices. North American operations generated Adjusted EBITDA of $24 million compared to $18 million in the prior quarter and $190 million in the same quarter last year. European operations delivered Adjusted EBITDA of $11 million, down from $21 million in the prior quarter and $23 million in the year-ago quarter.

“After the negative effects of affordability concerns and record wet weather on US housing starts in late 2018 and early 2019, we have started to see improvement this past quarter,” said Peter Wijnbergen, Norbord’s President and CEO. “Mortgage rates are well below 4% and homebuilders continue to report improved levels of buyer interest and net order growth. While we are entering the slower winter construction season, the expectation is that these positive indicators will carry over into 2020.”

“However, these improving housing fundamentals have yet to translate into a significant recovery in OSB markets. We took extensive downtime across our North American mills for the fourth straight quarter to ensure Norbord continues to match production to demand. In addition to the indefinite curtailment of our 100 Mile House, British Columbia mill in August, we made the difficult decision to indefinitely curtail Line 1 of our Cordele, Georgia mill effective mid-November. Poor market conditions and lower-than-anticipated OSB demand, particularly in the South East region, do not currently support the economic operation of the line.”

“In Europe, results in our panel business were challenged by continued slowing of industrial demand in Germany, where the effects of the global trade war are being felt on that export-oriented economy. As a result, panel prices have rolled over from the well above-average levels experienced the past couple of years. However, we expect this softening of prices to help stimulate the pace of OSB substitution and continue to drive strong consumption growth in residential construction markets.”

Norbord recorded an Adjusted loss of $9 million or $0.11 per share (basic and diluted) in the third quarter of 2019 compared to an Adjusted loss of $8 million or $0.10 per share (basic and diluted) in the second quarter of 2019 and Adjusted earnings of $123 million or $1.41 per diluted share ($1.42 per basic share) in the third quarter of 2018. Adjusted earnings exclude non-recurring or other items and use a normalized income tax rate. Included in the third quarter of 2019 is a $10 million ($0.12 per basic and diluted share) non-cash pre-tax loss related to an impairment charge at the Company’s Cordele mill:

1

Exhibit 99.1

$ millions	Q3 2019		Q2 2019		Q3 2018		9 mos 2019		9 mos 2018
(Loss) earnings	(17	)	(14	)	130		(30	)	399
Adjusted for:
Impairment of assets	10		—		—		10		—
Loss on disposal of assets	—		1		—		1		—
Stock-based compensation and related costs	—		1		2		2		4
Costs on early extinguishment of 2020 Notes	—		10		—		10		—
Costs related to 100 Mile House indefinite curtailment	—		2		—		2		—
Reported income tax (recovery) expense	(6	)	(10	)	37		(21	)	126
Adjusted pre-tax (loss) earnings	(13	)	(10	)	169		(26	)	529
Income tax recovery (expense) at statutory rate	4		2		(46	)	7		(143	)
Adjusted (loss) earnings	(9	)	(8	)	123		(19	)	386

Market Conditions

In North America, affordability concerns that had negatively affected US housing demand in recent quarters began to moderate, driven by lower mortgage rates and real wage growth. The September seasonally adjusted annualized rate of US housing starts rose 2% year-over-year to 1.26 million, with single-family starts, which use approximately three times more OSB than multifamily starts, up 4% year-over-year to 918,000. The pace of permits (the more forward-looking indicator) reached 1.39 million units in September, up nearly 8% from the same period in 2018. Year-to-date, US housing starts were down 1% with single family starts down 2%, reflecting the pullback in US homebuilding activity that started in the second half of last year, constraining OSB demand. Looking forward, builder sentiment remains positive, the buildup of unsold new home inventory has now been largely absorbed and the past two quarters of solid homebuilder order growth has finally started translating into improving housing starts. The consensus forecast from US housing economists is approximately 1.25 million starts for 2019, unchanged from 2018, with 2020 forecast at approximately 1.26 million.

Notwithstanding the recent improvement in housing market fundamentals, North American benchmark OSB prices did not show broad-based improvement during the third quarter. Average benchmark prices remained well below prior year levels and showed mixed regional results quarter-over-quarter. 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	Q3 2019	Q2 2019	Q3 2018
North Central	15%	217	188	363
South East	36%	168	186	305
Western Canada	29%	164	153	281

In Europe, panel markets softened from the very strong levels of the past two years, as demand slowed during the typical summer vacation season and industrial production continued to slow in Germany. In local currency terms, average panel prices moderated from last year’s peak levels and were down against both comparative quarters.

2

Exhibit 99.1

Performance

North American OSB shipments increased 4% quarter-over-quarter due to higher demand from the repair-and-remodelling sector but declined 2% year-over-year reflecting the slowdown in US homebuilding demand in recent quarters. Norbord’s specialty products (including industrial and export) represented approximately 25% of the Company’s North American OSB sales volume in the last four quarters.

Excluding the curtailed Chambord, Quebec mill, Norbord’s North American OSB mills produced at 92% of available capacity, compared to 88% in the prior quarter and 99% in the same quarter last year. Fluctuations in capacity utilization (which is based on fiscal days in each period) were due to improved productivity in the current quarter as well as the timing of annual maintenance shuts and other downtime. In addition, a portion of the year-over-year decrease was driven by the December 31, 2018 restatement of annual production capacities at a number of mills.

Norbord’s North American OSB cash production costs per unit (before mill profit share and freight costs) decreased 4% versus the prior quarter due to improved productivity and raw material usages, as well as lower costs related to annual maintenance shuts and other downtime. Unit costs were down 3% versus the same quarter last year primarily due to lower resin prices and improved productivity, partially offset by increased downtime and higher raw material usage.

On June 11, 2019, the Company announced the indefinite curtailment of its 100 Mile House, British Columbia mill starting in August 2019 as a wood supply shortage and high wood prices did not support the economic operation of the mill. The region where the mill operates has been under mounting pressure for the past decade as a result of the mountain pine beetle epidemic. This challenge has been further exacerbated by the significant wildfires that the province of BC experienced in the summers of 2017 and 2018. A net charge of $2 million was recognized in the second quarter to provide for severance and related costs. Norbord has successfully transferred production to its other operating North American OSB mills, including High Level and Grande Prairie, Alberta.

In August 2019, the Company announced that Line 1 of the two-line Cordele, Georgia OSB mill would operate on a reduced 10/4 schedule effective September 5 due to continued poor market conditions. Subsequent to quarter-end, on October 21, 2019, the Company announced the indefinite curtailment of Line 1 effective mid-November due to continued poor market conditions and lower-than-anticipated OSB demand to-date, particularly in the South East region. As a result, in the third quarter the Company recorded a non-cash pre-tax impairment charge of $10 million against the carrying value of certain of the mill’s production equipment. No additional impairment is required for the mill’s remaining assets as their recoverable amount is greater than their carrying values.

The 100 Mile House mill has a stated annual production capacity of 440 MMsf (3/8-inch basis) and Line 1 at the Cordele mill also has annual production capacity of 440 MMsf (3/8-inch basis), combined representing 12% of the Company’s North American stated annual capacity.

In Europe, Norbord’s shipments were down 7% versus the prior quarter and 6% year-over-year due to the typical seasonal demand slowdown during the European vacation season and continued slowing of German industrial production. The European mills produced at 84% of stated capacity in the quarter, down from 91% in the prior quarter and 87% in the same quarter last year due to annual maintenance shuts taken in the current quarter, including to address typical production issues that affected the ramp-up of the reinvested Inverness, Scotland mill, which started up in the fourth quarter of 2017.

Year-to-date, the Company did not generate any net Margin Improvement Program (MIP) gains as improved mill productivity and product mix were offset by the timing of annual maintenance shuts and other downtime, as well as the operating impact of adverse weather in the first half of 2019. MIP is measured relative to the prior year at constant prices and exchange rates.

3

Exhibit 99.1

Capital investments (including intangible assets) were $33 million in the third quarter, $30 million in the prior quarter and $41 million in the same quarter last year. The fluctuation versus the comparative periods was primarily attributable to the timing of executing on various capital projects.

Included in year-to-date capital investments is $17 million of the $46 million (£35 million) budget for the second phase investment to further expand capacity at the Inverness 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 continued substitution growth in its key markets.

Also included in year-to-date capital investments is $19 million ($46 million project-to-date) of the $71 million budget to rebuild the indefinitely curtailed 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.

Norbord’s 2019 capital expenditure budget remains approximately $150 million, and looking ahead to next year, while the Company is still in the process of finalizing its capital plans, 2020 capital expenditures are targeted at approximately $100 million. Investments will include maintenance of business and projects focused on reducing manufacturing costs across the mills, as well as a portion of the Chambord mill rebuild and Inverness phase 2 projects. Capital spending will also include investments to support the Company’s strategy to increase the production of specialty products for industrial applications and exports.

Operating working capital was $139 million at quarter-end, compared to $162 million at the end of the prior quarter and $173 million at the end of the same quarter last year. The quarter-over-quarter decrease was primarily due to the seasonal draw-down of log inventory in the northern mills in North America and the timing of bond coupon payments. The year-over-year decrease was primarily due to the accounts receivable impact of lower North American OSB and average European panel prices. The Company aims to minimize the amount of capital held as operating working capital and continues to manage it at minimal levels.

At quarter-end, Norbord had unutilized available liquidity of $286 million, consisting of $3 million in cash and cash equivalents, $234 million in revolving bank lines and $49 million in available drawings under its accounts receivable securitization program. The Company’s tangible net worth was $1,028 million and net debt to total capitalization on a book basis was 40%, both well within bank covenants.

Dividend

The Board of Directors declared a quarterly variable dividend of C $0.20 per common share, payable on December 23, 2019 to shareholders of record on November 29, 2019. Consistent with the Company’s balanced approach to capital allocation and the planned reduction in capital expenditures for 2020, the dividend is being reduced from the prior quarter’s level of C $0.40 in recognition of the impact of weaker than expected North American OSB markets on Norbord’s financial results in the past three quarters. Any dividends reinvested on December 23, 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 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.

4

Exhibit 99.1

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@astfinancial.com. Beneficial shareholders (i.e., those holding their Norbord shares with their brokerage) should contact the broker with whom their shares are held.

Normal Course Issuer Bid

Norbord also announced today that the Toronto Stock Exchange (TSX) has accepted its notice of intention to renew its normal course issuer bid in accordance with TSX rules. Under the bid, Norbord may purchase up to 4,083,429 of its common shares, representing 5% of the Company’s issued and outstanding common shares of 81,668,583 as of October 22, 2019, pursuant to TSX rules.

Purchases under the bid may commence on November 5, 2019, and will terminate on the earlier of November 4, 2020, the date Norbord completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by Norbord of termination of the bid. Purchases will be made on the open market by Norbord through the facilities of the TSX, the New York Stock Exchange or Canadian or US alternative trading systems, if eligible, in accordance with the requirements of the TSX and applicable securities laws. The price that Norbord will pay for any such common shares will be the market price of such shares at the time of acquisition. Common shares purchased under the bid will be cancelled. Norbord’s average daily trading volume on the TSX during the last six calendar months was 291,882 commonshares. Daily purchases of common shares will not exceed 72,970 subject to the Company’s ability to make “block” purchases under the rules of the TSX.

Under its prior bid that commenced on November 5, 2018 and expires on November 4, 2019, Norbord previously sought and received approval from the TSX to repurchase up to 5,191,965 common shares. Norbord acquired 5,191,965 common shares under such bid in the past 12 months at a weighted average price of C$36.07 per common share. Purchases under the bid were made on the open market by Norbord through the facilities of the TSX, the New York Stock Exchange and Canadian or US alternative trading systems, if eligible, in accordance with the requirements of the TSX and applicable securities laws.

Norbord believes that the market price of its common shares at certain times may be attractive and that the purchase of these common shares from time to time would be an appropriate use of Norbord’s funds in light of potential benefits to remaining shareholders.

From time to time, when Norbord does not possess material non-public information about itself or its securities, it may enter into an automaticpurchaseplanwith its broker to allow for the purchase of common shares at times when Norbord ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with Norbord’s broker will be adopted in accordance with applicable Canadian securities laws.

Additional Information

Norbord’s Q3 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

5

Exhibit 99.1

www.norbord.com. Shareholders may receive a hard copy of Norbord’s audited annual financial statements free of charge upon request. The Company has also made available on its website presentation materials containing certain historical and forward-looking information relating to Norbord, including materials that contain additional information about the Company’s financial results. Shareholders are encouraged to read this material.

Conference Call

Norbord will hold a conference call for analysts and institutional investors on Thursday, October 31, 2019 at 11:00 a.m. ET. The call will be broadcast live over the internet via www.norbord.com and www.newswire.ca. An accompanying presentation will be available in the “Investors/Conference Call” section of the Norbord website prior to the start of the call. A replay number will be available approximately one hour after completion of the call and will be accessible until November 30, 2019 by dialing 1-888-203-1112 or 647-436-0148 (passcode 7083098). 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 2,500 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:

Robert B. Winslow, CFA

Vice President, Investor Relations & Corporate Development

Tel. (416) 777-4426

info@norbord.com

or

Heather Colpitts

Director, Corporate Affairs

Tel. (416) 643-8838

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,” “pro forma,” “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

6

Exhibit 99.1

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 Q3 2019 Management’s Discussion and Analysis dated October 30, 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 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 Q3 2019 Management’s Discussion and Analysis dated October 30, 2019 for a quantitative reconciliation of Adjusted EBITDA and Adjusted earnings to earnings (the most directly comparable IFRS measure). 

7

Exhibit 99.1

Peter Wijnbergen

President & CEO

October 31, 2019

To Our Shareholders:

Favourable US housing market fundamentals continue to be slow to translate into stronger OSB demand. And so, while our mills again ran well during the quarter, the challenging North American market conditions adversely affected our Q3 financial results.

Despite the market challenges we have faced over the last year, key indicators continue to support our view that the US housing market will improve over the coming quarters. Affordability concerns have moderated as real income has grown and mortgage rates have declined, which in September led to a 34% year-over-year increase in mortgage applications for new home purchases in the US. The build-up of unsold new home inventory has now been absorbed, and new home sales increased through the third quarter. This trend has begun to translate into increased new home construction activity. The September seasonally adjusted annualized rate of US housing starts increased to 1.26 million, and single-family starts, which use approximately three times more OSB than multifamily starts, increased 4% year-over-year to 918,000. Homebuilder sentiment continues to be positive, with the National Association of Home Builders Housing Market Index - which rates market conditions for the sale of new homes as well as the traffic of prospective buyers of new homes - at its highest level of the year. This confidence is borne out by steadily improving data from US homebuilders. While we are entering the slower winter construction season, the expectation is that these positive indicators will carry over into 2020.

Non-housing sales continue to be an advantage for Norbord, with specialty products representing a meaningful part of our shipment volume. Our industrial segment continues to grow incrementally, and we are pursuing additional market opportunities through the development of new precision-sanded OSB applications. Demand from the repair-and remodelling sector has been strong with our Big Box sales volumes seeing double-digit percentage increases.

In Europe, OSB prices have declined from their recent peaks, reverting closer to historic averages. This price trend was a continuation from last quarter as macroeconomic conditions continue to be affected by global trade disputes. The third quarter is a traditionally slower period in Europe, coinciding with the summer vacation season. Summer is also the logical time for us to take annual maintenance shuts at our mills, which temporarily increases our per-unit manufacturing costs. Looking ahead, residential construction in Europe remains healthy, and we expect the relatively lower OSB prices to support demand growth through the ongoing substitution for imported plywood.

Actions We Are Taking

While we continue to agree with industry analysts that the US housing market will strengthen, there is no question that this is taking longer than we had expected. Against this backdrop, we continue to take action across our business, drawing on our decades of experience managing in a historically cyclical industry.

8

Exhibit 99.1

Aligning production to customer demand - Consistent with our operating principle of only producing what we can sell, we have indefinitely curtailed production at our 100 Mile House, British Columbia mill, and more recently at Line 1 of our mill in Cordele, Georgia. Combined, these curtailments reduce our available capacity by 12%, while allowing us to continue to fully serve our customers. We will also focus more maintenance downtime during the seasonally slower holiday periods.

Rigorous cost management - Despite a challenging market and the effort required to shift production across our mill portfolio to address our curtailment decisions, we continue to “control our controllables.” In fact, our North American per-unit manufacturing costs were 4% lower than the previous quarter and 3% lower than the same period last year.

Disciplined capital allocation - In light of the slower-than-expected US housing demand growth, we plan to reduce capital expenditures to approximately $100 million in 2020. We will focus capital in areas of high priority, including to support our industrial sales growth strategy as well as our ongoing second phase investment to further expand capacity at our Inverness, Scotland mill. At Inverness, we deliberately pursued the expansion in a low capital cost manner, with investment at 50% of greenfield cost, while accepting some resulting variability in operating performance as the mill ramps up to serve growing European OSB demand.

We have also renewed our Normal Course Issuer Bid and will consider opportunities to enhance shareholder value through the repurchase of our common shares.

Consistent application of our variable dividend policy - Our variable dividend policy is designed to ensure Norbord remains committed to returning capital to shareholders while also retaining the flexibility to manage our business over the long term and through cyclical periods of lower operating cash flow. To that end, our Board has reduced the dividend level from C $0.40 to C $0.20 per share in recognition of the impact of weaker than expected North American OSB markets on our financial results over the past three quarters.

Taken together, while it was a disappointing quarter from a financial perspective, we remain confident in our market positioning. Our balance sheet and liquidity remain solid and our mills are running well. We have significant upside potential in an improving housing market and are optimistic that our results will improve accordingly.

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 “pro forma,” “set up,” “on track,” “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 “Caution Regarding Forward-Looking

9

Exhibit 99.1

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 Q3 2019 Management’s Discussion and Analysis dated October 30, 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 Q3 2019 Management’s Discussion and Analysis dated October 30, 2019 for a quantitative reconciliation of Adjusted EBITDA and Adjusted earnings to earnings (the most directly comparable IFRS measure).

10

Exhibit 99.1

Interim Consolidated Balance Sheets

(Unaudited) (US $ millions)	Oct 5, 2019		Dec 31, 2018
Assets
Current assets
Cash and cash equivalents	$	3	$	128
Accounts receivable	141		149
Taxes receivable	59		—
Inventory	217		220
Prepaids	19		12
	439		509
Non-current assets
Property, plant and equipment	1,392		1,402
Intangible assets	21		20
Deferred income tax assets	5		6
Other assets	5		5
	1,423		1,433
	$	1,862	$	1,942
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	238	$	293
Accrued liability under ASPP	—		42
Taxes payable	6		28
	244		363
Non-current liabilities
Long-term debt	656		550
Other long-term debt	27		—
Other liabilities	47		34
Deferred income tax liabilities	187		172
	917		756
Shareholders’ equity	701		823
	$	1,862	$	1,942

11

Exhibit 99.1

Interim Consolidated Statements of (Loss) Earnings

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions, except per share information)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Sales	$	435		$	640		$	1,358		$	1,923
Cost of sales	(400		)	(427		)	(1,240		)	(1,259		)
General and administrative expenses	(2		)	(4		)	(9		)	(14		)
Depreciation and amortization	(35		)	(34		)	(104		)	(100		)
Loss on disposal of assets	—			—			(1		)	—
Impairment of assets	(10		)	—			(10		)	—
Costs related to 100 Mile House indefinite curtailment	—			—			(2		)	—
Operating (loss) income	(12		)	175			(8		)	550
Non-operating items:
Finance costs	(11		)	(10		)	(34		)	(28		)
Interest income	—			2			1			3
Costs on early extinguishment of 2020 Notes	—			—			(10		)	—
(Loss) earnings before income tax	(23		)	167			(51		)	525
Income tax recovery (expense)	6			(37		)	21			(126		)
(Loss) earnings	$	(17	)	$	130		$	(30	)	$	399
(Loss) earnings per common share
Basic	$	(0.21	)	$	1.50		$	(0.37	)	$	4.61
Diluted	(0.21		)	1.49			(0.37		)	4.58

Interim Consolidated Statements of Comprehensive (Loss) Income

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	130		$	(30	)	$	399
Other comprehensive (loss) income, net of tax
Items that will not be reclassified to earnings:
Actuarial gain (loss) on post-employment obligations	—			2			(5		)	6
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations	(7		)	(3		)	(13		)	(13		)
Other comprehensive loss, net of tax	(7		)	(1		)	(18		)	(7		)
Comprehensive (loss) income	$	(24	)	$	129		$	(48	)	$	392

12

Exhibit 99.1

Interim Consolidated Statements of

Changes in Shareholders’ Equity

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Share capital
Balance, beginning of period	$	1,280		$	1,356		$	1,280		$	1,350
Issue of common shares upon exercise of options and DRIP	—			5			—			11
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		$	1,361		$	1,280		$	1,361
Merger reserve	$	(96	)	$	(96	)	$	(96	)	$	(96	)
Contributed surplus
Balance, beginning of period	$	4		$	7		$	4		$	8
Stock options exercised	—			—			—			(1		)
Contributed surplus	$	4		$	7		$	4		$	7
Retained deficit
Balance, beginning of period	$	(231	)	$	121		$	(168	)	$	(67	)
(Loss) earnings	(17		)	130			(30		)	399
Common share dividends	(24		)	(298		)	(73		)	(379		)
Reverse accrual for common shares to be repurchased and cancelled under ASPP	—			—			18			—
Common shares repurchased and cancelled	—			—			(19		)	—
Balance, end of period(i)	$	(272	)	$	(47	)	$	(272	)	$	(47	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(208	)	$	(182	)	$	(197	)	$	(176	)
Other comprehensive loss	(7		)	(1		)	(18		)	(7		)
Balance, end of period	$	(215	)	$	(183	)	$	(215	)	$	(183	)
Shareholders’ equity	$	701		$	1,042		$	701		$	1,042

(i)Retained deficit comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained earnings	(9		)	216
	$	(272	)	$	(47	)

13

Exhibit 99.1

Interim Consolidated Statements of Cash Flows

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
CASH PROVIDED BY (USED FOR):
Operating activities
(Loss) earnings	$	(17	)	$	130		$	(30	)	$	399
Items not affecting cash:
Depreciation and amortization	35			34			104			100
Deferred income tax	(13		)	11			19			42
Impairment of assets	10			—			10			—
Costs related to 100 Mile House indefinite curtailment	(1		)	—			1			—
Costs on early extinguishment of 2020 Notes	—			—			10			—
Loss on disposal of assets, net	—			—			1			—
Other items	9			9			16			11
	23			184			131			552
Net change in non-cash operating working capital balances	13			29			(59		)	(45		)
Net change in taxes receivable and taxes payable	16			15			(81		)	(25		)
	52			228			(9		)	482
Investing activities
Investment in property, plant and equipment	(28		)	(39		)	(105		)	(156		)
Investment in intangible assets	(2		)	—			(3		)	(1		)
	(30		)	(39		)	(108		)	(157		)
Financing activities
Issuance of debt	—			—			350			—
Common share dividends paid	(24		)	(292		)	(73		)	(373		)
Debt issuance costs	(2		)	—			(6		)	—
Premium on early extinguishment of 2020 Notes	(9		)	—			(9		)	—
Issue of common shares	—			—			—			4
Repurchase of common shares	—			—			(43		)	—
Repayment of lease obligations	(2		)	—			(8		)	—
Accounts receivable securitization (repayments) drawings	(55		)	—			27			—
	(332		)	(292		)	(2		)	(369		)
Foreign exchange revaluation on cash and cash equivalents held	(2		)	(2		)	(6		)	(4		)
Cash and cash equivalents
Increase during period	(312		)	(105		)	(125		)	(48		)
Balance, beginning of period	315			298			128			241
Balance, end of period	$	3		$	193		$	3		$	193

14

EX-99.2

Exhibit 99.2

Interim Consolidated Balance Sheets

(Unaudited) (US $ millions)	Note	Oct 5, 2019		Dec 31, 2018
Assets
Current assets
Cash and cash equivalents		$	3	$	128
Accounts receivable	3	141		149
Taxes receivable		59		—
Inventory	4	217		220
Prepaids		19		12
		439		509
Non-current assets
Property, plant and equipment	7, 17	1,392		1,402
Intangible assets		21		20
Deferred income tax assets		5		6
Other assets		5		5
		1,423		1,433
		$	1,862	$	1,942
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	238	$	293
Accrued liability under ASPP	8	—		42
Taxes payable		6		28
		244		363
Non-current liabilities
Long-term debt	5	656		550
Other long-term debt	3	27		—
Other liabilities	6	47		34
Deferred income tax liabilities		187		172
		917		756
Shareholders’ equity		701		823
		$	1,862	$	1,942

(See accompanying notes, including note 15 for commitments and contingencies)

1

Exhibit 99.2

Interim Consolidated Statements of (Loss) Earnings

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions, except per share information)	Note	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Sales	17	$	435		$	640		$	1,358		$	1,923
Cost of sales		(400		)	(427		)	(1,240		)	(1,259		)
General and administrative expenses		(2		)	(4		)	(9		)	(14		)
Depreciation and amortization	17	(35		)	(34		)	(104		)	(100		)
Loss on disposal of assets		—			—			(1		)	—
Impairment of assets	9	(10		)	—			(10		)	—
Costs related to 100 Mile House indefinite curtailment	10	—			—			(2		)	—
Operating (loss) income		(12		)	175			(8		)	550
Non-operating items:
Finance costs		(11		)	(10		)	(34		)	(28		)
Interest income		—			2			1			3
Costs on early extinguishment of 2020 Notes	5	—			—			(10		)	—
(Loss) earnings before income tax		(23		)	167			(51		)	525
Income tax recovery (expense)	11	6			(37		)	21			(126		)
(Loss) earnings		$	(17	)	$	130		$	(30	)	$	399
(Loss) earnings per common share	12
Basic		$	(0.21	)	$	1.50		$	(0.37	)	$	4.61
Diluted		(0.21		)	1.49			(0.37		)	4.58

(See accompanying notes)

Interim Consolidated Statements of Comprehensive (Loss) Income

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	130		$	(30	)	$	399
Other comprehensive (loss) income, net of tax
Items that will not be reclassified to earnings:
Actuarial gain (loss) on post-employment obligations	—			2			(5		)	6
Items that may be reclassified subsequently to earnings:
Foreign currency translation loss on foreign operations	(7		)	(3		)	(13		)	(13		)
Other comprehensive loss, net of tax	(7		)	(1		)	(18		)	(7		)
Comprehensive (loss) income	$	(24	)	$	129		$	(48	)	$	392

(See accompanying notes)

2

Exhibit 99.2

Interim Consolidated Statements of

Changes in Shareholders’ Equity

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Note	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Share capital	8
Balance, beginning of period		$	1,280		$	1,356		$	1,280		$	1,350
Issue of common shares upon exercise of options and DRIP		—			5			—			11
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		$	1,361		$	1,280		$	1,361
Merger reserve	8	$	(96	)	$	(96	)	$	(96	)	$	(96	)
Contributed surplus	8
Balance, beginning of period		$	4		$	7		$	4		$	8
Stock options exercised		—			—			—			(1		)
Balance, end of period		$	4		$	7		$	4		$	7
Retained (deficit) earnings
Balance, beginning of period		$	(231	)	$	121		$	(168	)	$	(67	)
(Loss) earnings		(17		)	130			(30		)	399
Common share dividends		(24		)	(298		)	(73		)	(379		)
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)		$	(272	)	$	(47	)	$	(272	)	$	(47	)
Accumulated other comprehensive loss
Balance, beginning of period		$	(208	)	$	(182	)	$	(197	)	$	(176	)
Other comprehensive loss		(7		)	(1		)	(18		)	(7		)
Balance, end of period	8	$	(215	)	$	(183	)	$	(215	)	$	(183	)
Shareholders’ equity		$	701		$	1,042		$	701		$	1,042

(See accompanying notes)

(i)Retained deficit comprised of:
Deficit arising on cashless exercise of warrants in 2013	$	(263	)	$	(263	)
All other retained (deficit) earnings	(9		)	216
	$	(272	)	$	(47	)

3

Exhibit 99.2

Interim Consolidated Statements of Cash Flows

(Unaudited) Periods ended Oct 5 and Sep 29 (US $ millions)	Note	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
CASH PROVIDED BY (USED FOR):
Operating activities
(Loss) earnings		$	(17	)	$	130		$	(30	)	$	399
Items not affecting cash:
Depreciation and amortization	17	35			34			104			100
Deferred income tax	11	(13		)	11			19			42
Impairment of assets	9	10			—			10			—
Costs related to 100 Mile House indefinite curtailment	10	(1		)	—			1			—
Costs on early extinguishment of 2020 Notes	5	—			—			10			—
Loss on disposal of assets, net		—			—			1			—
Other items	13	9			9			16			11
		23			184			131			552
Net change in non-cash operating working capital balances	13	13			29			(59		)	(45		)
Net change in taxes receivable and taxes payable		16			15			(81		)	(25		)
		52			228			(9		)	482
Investing activities
Investment in property, plant and equipment		(28		)	(39		)	(105		)	(156		)
Investment in intangible assets		(2		)	—			(3		)	(1		)
		(30		)	(39		)	(108		)	(157		)
Financing activities
Issuance of debt	5	—			—			350			—
Repayment of debt	5	(240		)	—			(240		)	—
Common share dividends paid		(24		)	(292		)	(73		)	(373		)
Debt issuance costs	5	(2		)	—			(6		)	—
Premium on early extinguishment of 2020 Notes	5	(9		)	—			(9		)	—
Issue of common shares	8	—			—			—			4
Repurchase of common shares	8	—			—			(43		)	—
Repayment of lease obligations	7	(2		)	—			(8		)	—
Accounts receivable securitization (repayments) drawings	3	(55		)	—			27			—
		(332		)	(292		)	(2		)	(369		)
Foreign exchange revaluation on cash and cash equivalents held		(2		)	(2		)	(6		)	(4		)
Cash and cash equivalents
Decrease during period		(312		)	(105		)	(125		)	(48		)
Balance, beginning of period		315			298			128			241
Balance, end of period		$	3		$	193		$	3		$	193

(See accompanying notes, including note 13 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 October 30, 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 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).

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.

5

Exhibit 99.2

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 a significant impact on its interim financial statements.

6

Exhibit 99.2

(d) Future Changes in Accounting Policies

(i) Financial Instruments

In September 2019, the IASB issued amendments to IFRS 9 with regards to the interest rate benchmark reform. These amendments are effective for the annual period beginning on January 1, 2020 and provide targeted relief for financial instruments qualifying for hedge accounting to address uncertainties related to the ongoing reform of interbank offered rates. Norbord has assessed its financial instruments and does not expect these amendments to have an impact on its financial statements upon adoption.

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 $120 million (December 31, 2018 – $123 million) in trade accounts receivable, and the Company recorded drawings of $27 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 maximum available drawings under the program was $76 million. 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. Year-to-date, 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 October 30, 2019, the Company’s ratings were BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).

NOTE 4. INVENTORY

(US $ millions)	Oct 5, 2019		Dec 31, 2018
Raw materials	$	59	$	72
Finished goods	71		69
Operating and maintenance supplies	87		79
	$	217	$	220

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $17 million (December 31, 2018 – $20 million).

NOTE 5. LONG-TERM DEBT

(US $ millions)	Oct 5, 2019			Dec 31, 2018
Principal value
5.375% senior secured notes due December 2020	$	—		$	240
6.25% senior secured notes due April 2023	315			315
5.75% senior secured notes due July 2027	350			—
	665			555
Less: Unamortized debt issue costs	(9		)	(5		)
	$	656		$	550

7

Exhibit 99.2

Senior Secured Notes Due 2027

On June 24, 2019, the Company completed the issuance of $350 million in senior secured notes due July 2027 with an interest rate of 5.75%. Debt issue costs of $6 million were incurred in connection with the issuance. On July 17, 2019, the Company used the proceeds to redeem, prior to maturity, the $240 million senior secured notes due December 2020. A premium of $9 million was paid on the early redemption. In addition, a $1 million non-cash charge related to net unamortized debt issue costs was recognized. The notes rank pari passu with the Company's existing senior secured notes due in 2023 and committed revolving bank lines.

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 2023 and 2027 senior secured notes.

At period-end, none (December 31, 2018 – none) of the revolving bank lines were drawn as cash, $11 million (December 31, 2018 – $8 million) was utilized for letters of credit and guarantees and $234 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.

NOTE 6. OTHER LIABILITIES

(US $ millions)	Oct 5, 2019		Dec 31, 2018
Defined benefit pension obligations	$	25	$	20
Lease obligations	12		2
Accrued employee benefits	5		6
Reforestation obligations	4		2
Unrealized monetary hedge loss	—		3
Other	1		1
	$	47	$	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
Additions	—		—		2			2
Depreciation	—		—		(7		)	(7		)
October 5, 2019	$	3	$	4	$	12		$	19

During the quarter and year-to-date, less than $1 million and $2 million, respectively, of payments related to short-term leases was included in cost of sales. During the quarter and year-to-date, finance costs include less than $1 million and $1 million, respectively, related to lease liabilities.

During the quarter and year-to-date, total cash outflows related to all leases were $4 million and $11 million, respectively.

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.

8

Exhibit 99.2

NOTE 8. SHAREHOLDERS’ EQUITY

Share Capital

	9 mos 2019					9 mos 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	—		—			0.4	11
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		86.8	$	1,361

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 first quarter of 2019, 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 first quarter of 2019, 0.2 million shares purchased and accrued for in 2018 were also cancelled. Total cost relating to these shares was $4 million, of 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)

Year-to-date, no common shares were issued from treasury for reinvestment of dividends (2018 – 0.1 million shares issued from treasury).

Merger Reserve

On March 31, 2015, the Company and Ainsworth Lumber Co. Ltd. (Ainsworth) completed an arrangement under which the Company acquired all of the outstanding common shares of Ainsworth in an all-share transaction. The Company elected not to account for this transaction as a business combination under IFRS 3, Business Combinations, as the transaction represented a combination of entities under common control of Brookfield. Accordingly, the book values of the two entities were combined and no adjustments were made to reflect fair values or to recognize any new assets or liabilities of either entity.

The merger reserve represents the difference between the fair value of the Norbord common shares on the date of issuance as consideration and the book value of Ainsworth’s net assets exchanged.

Stock Options

Year-to-date, 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).

Year-to-date, less than 0.1 million common shares (2018 – 0.3 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 – $4 million) in addition to less than $1 million (2018 – $1 million) representing the vested amount of stock options transferred from contributed surplus.

9

Exhibit 99.2

Accumulated Other Comprehensive Loss

(US $ millions)	Oct 5, 2019			Dec 31, 2018
Foreign currency translation loss on foreign operations, net of tax of $(3)  (December 31, 2018 – $(5))	$	(172	)	$	(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 obligations, net of tax of $11 (December 31, 2018 – $9)	(35		)	(30		)
Accumulated other comprehensive loss, net of tax	$	(215	)	$	(197	)

NOTE 9. IMPAIRMENT OF ASSETS

In August 2019, the Company announced that Line 1 of the two-line Cordele, Georgia OSB mill would operate on a reduced schedule effective September 5, 2019 due to poor market conditions. Subsequent to quarter-end, in October 2019, the Company announced the indefinite curtailment of Line 1 effective mid-November due to continued poor market conditions and lower-than-anticipated OSB demand to-date, particularly in the South East region. As a result, an impairment loss of $10 million was recorded against the carrying value of certain of the mill's Line 1 production equipment as the indicators of impairment existed at October 5, 2019. No additional impairment is required for the mill's remaining assets as the recoverable amount of these assets (based on value-in-use using a discounted future cash flow projection at a consolidated after-tax notional rate of 8.3%) is greater than their carrying values.

NOTE 10. 100 MILE HOUSE INDEFINITE CURTAILMENT

In the fourth quarter of 2018, an impairment loss of $80 million was recorded with respect to the Company's mill in 100 Mile House, British Columbia reflecting the reduction in the annual allowable cut and the longer-term trend of high wood costs in the region. During the current quarter, the Company indefinitely curtailed this mill as a result of a wood supply shortage and high wood prices. A $2 million charge has previously been recognized to provide for severance and related costs, of which $1 million has been paid in the current quarter.

NOTE 11. INCOME TAX

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

(US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Current income tax (expense) recovery	$	(7	)	$	(26	)	$	40		$	(84	)
Deferred income tax recovery (expense)	13			(11		)	(19		)	(42		)
	$	6		$	(37	)	$	21		$	(126	)

NOTE 12. (LOSS) EARNINGS PER COMMON SHARE

(US $ millions, except share and per share information, unless otherwise noted)	Q3 2019			Q3 2018		9 mos 2019			9 mos 2018
(Loss) earnings available to common shareholders	$	(17	)	$	130	$	(30	)	$	399
Common shares (millions):
Weighted average number of common shares outstanding	81.7			86.7		81.8			86.6
Dilutive stock options(1)	—			0.5		—			0.5
Diluted number of common shares	81.7			87.2		81.8			87.1
(Loss) earnings per common share:
Basic	$	(0.21	)	$	1.50	$	(0.37	)	$	4.61
Diluted	(0.21		)	1.49		(0.37		)	4.58

⁽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. For the quarter and year-to-date period, there were 0.7 million and 0.5 million, respectively, stock options (quarter and year-to-date period ended September 29, 2018 – nil) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.

10

Exhibit 99.2

NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION

Other items comprise:

(US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Stock-based compensation	$	1		$	1		$	3		$	3
Pension funding greater than expense	—			—			(2		)	(2		)
Cash interest paid less than interest expense	9			8			10			8
Amortization of debt issue costs	—			1			1			2
Unrealized gain on outstanding currency forwards	—			(2		)	—			(1		)
Unrealized foreign exchange loss (gain) on translation of monetary balances	—			1			4			(1		)
Other	(1		)	—			—			2
	$	9		$	9		$	16		$	11

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

(US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Cash provided by (used for):
Accounts receivable	$	(7	)	$	18		$	1		$	(25	)
Prepaids	(8		)	(8		)	(8		)	(6		)
Inventory	15			8			1			(16		)
Accounts payable and accrued liabilities	13			11			(53		)	2
	$	13		$	29		$	(59	)	$	(45	)

Cash interest and income taxes comprises:

(US $ millions)	Q3 2019			Q3 2018			9 mos 2019			9 mos 2018
Cash interest paid	$	1		$	—		$	21		$	17
Cash interest received	—			(2		)	(1		)	(3		)
Cash income taxes paid	3			15			69			116
Cash income taxes received	(12		)	(5		)	(27		)	(8		)

The net change in financial liabilities arising from financing activities comprises:

(US $ millions)	Q3 2019			Q3 2018		9 mos 2019		9 mos 2018
Long-term debt	$	(240	)	$	—	$	106	$	1
Other long-term debt	(55		)	—		27		—
Net (decrease) increase in financial liabilities	$	(295	)	$	—	$	133	$	1

11

Exhibit 99.2

Cash and non-cash movements of changes in financial liabilities arising from financing activities comprises:

(US $ millions)	Q3 2019			Q3 2018		9 mos 2019			9 mos 2018
Cash movements:
Issuance of debt	$	—		$	—	$	350		$	—
Repayment of debt	(240		)	—		(240		)	—
Debt issuance costs	(2		)	—		(6		)	—
Accounts receivable securitization (repayments) drawings	(55		)	—		27			—
	(297		)	—		131			—
Non-cash movements:
Amortization of debt issue costs	—			—		1			1
Debt issuance costs	2			—		—			—
Costs on early extinguishment of 2020 Notes	—			—		1			—
	2			—		2			1
Net (decrease) increase in financial liabilities	$	(295	)	$	—	$	133		$	1

NOTE 14. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

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

		Oct 5, 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	$	3	$	3	$	128	$	128
Accounts receivable	Amortised cost	141		141		149		149
Other assets(1)	Amortised cost	—		—		1		1
		$	144	$	144	$	278	$	278
Financial liabilities:
Accounts payable and accrued liabilities	Amortised cost	$	238	$	238	$	293	$	293
Accrued liability under ASPP	Amortised cost	—		—		42		42
Long-term debt(2)	Amortised cost	665		693		555		556
Other long-term debt	Amortised cost	27		27		—		—
Other liabilities(1)	Amortised cost	10		10		12		12
		$	940	$	968	$	902	$	903

⁽¹⁾  Excludes lease obligations and defined benefit pension asset and obligations scoped out of IFRS 9, Financial instruments (note 6).

⁽²⁾  Principal value of long-term debt excluding debt issue costs of $9 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 $46 million (December 31, 2018 – C $143 million) in place to buy US dollars and sell Canadian dollars with maturities in October 2019. The fair value of these contracts at period-end is an unrealized gain 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 gain at period-end. During the quarter, net realized gains on the Company's matured hedges were less than $1 million (2018 – net realized losses of $1 million). Year-to-date, net realized gains on the Company's matured hedges were less than $1 million (2018 – net realized losses of $2 million).

12

Exhibit 99.2

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 October to December 2019. The fair value of these contracts at period-end is an unrealized gain of less than $1 million (December 31, 2018 – less than $1 million). During the quarter, net realized losses on the Company's matured hedges were less than $1 million (2018 – less than $1 million). Year-to-date, net realized losses on the Company's matured hedges were less than $1 million (2018 – less than $1 million).

Derivative instruments are measured at fair value as determined using valuation techniques under Level 2 of the fair value hierarchy. The fair values of over-the-counter derivative financial instruments are based on broker quotes or observable market rates. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest and 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 15. 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 by 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.

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	$	37	$	39	$	42	$	118
Lease obligations	9		11		4		24
Reforestation obligations	1		2		1		4
	$	47	$	52	$	47	$	146

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

NOTE 16. 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 and year-to-date, 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 and year-to-date, net sales of $20 million (2018 – $23 million) and $55 million (2018 – $72 million), respectively, were made to Interex. At period-end, $4 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.

13

Exhibit 99.2

NOTE 17. GEOGRAPHIC SEGMENTS

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

								Q3 2019
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	319	$	116	$	—		$	435
EBITDA(1)	14		11		(2		)	23
Depreciation and amortization	29		6		—			35
Additions to property, plant and equipment	19		12		—			31
								Q3 2018
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	508	$	132	$	—		$	640
EBITDA(1)	190		23		(4		)	209
Depreciation and amortization	29		5		—			34
Additions to property, plant and equipment	37		4		—			41
								9 mos 2019
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	966	$	392	$	—		$	1,358
EBITDA(1)	52		53		(9		)	96
Depreciation and amortization	85		19		—			104
Additions to property, plant and equipment	63		27		—			90
Property, plant and equipment	1,142		250		—			1,392
								9 mos 2018
(US $ millions)	North America		Europe		Unallocated			Total
Sales	$	1,533	$	390	$	—		$	1,923
EBITDA(1)	602		62		(14		)	650
Depreciation and amortization	84		16		—			100
Additions to property, plant and equipment	130		14		—			144
Property, plant and equipment(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, and costs on early extinguishment of debt. 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.

14

EX-99.3

Exhibit 99.3

OCTOBER 30, 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 October 5, 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 and nine month periods ended October 5, 2019 and additional disclosure of material information up to and including October 30, 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 (loss) earnings, Adjusted (loss) earnings 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, net debt for financial covenant purposes,

1

Exhibit 99.3

tangible 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 October 5, 2019, Norbord had unutilized available liquidity of $286 million, comprising $3 million in cash and cash equivalents, $234 million in revolving bank lines and $49 million in available drawings under its accounts receivable securitization program. The Company’s tangible net worth was $1,028 million and net debt to total capitalization on a book basis was 40%, with both ratios well within bank covenants.

SUMMARY

For the third quarter of 2019, the Company's results were impacted by persistently weak North American OSB prices which pressured commodity product margins. North American benchmark OSB prices remain well below the 15-year average, with the North Central price averaging $217 per thousand square feet (Msf) (7/16-inch basis) for the quarter, up 15% versus the previous quarter but down 40% against the same quarter last year. South East and Western Canada benchmark OSB prices were almost 25% below North Central in the quarter. US homebuilding activity started pulling back in the second half of last year, which has constrained North American OSB demand. Year-to-date, US housing starts were 1% behind the same period last year, with single family starts down by 2%. Reflecting the slower US homebuilding demand, Norbord’s year-to-date North American shipments were down 1% and third quarter shipments were down 2% year-over-year. Quarter-over-quarter, shipments were up 4% due to higher demand from the repair-and-remodelling sector.

The Company’s core European markets softened due to the typical summer vacation season slowdown as well as continued slower industrial production in Germany. Norbord’s European segment Adjusted EBITDA decreased $10 million versus the prior quarter and $12 million versus the same quarter last year due to lower average panel prices and shipment volumes as well as higher costs due to maintenance shuts taken in the summer. Norbord's third quarter European shipments were down 7% and 6% versus the prior quarter and same quarter last year, respectively, primarily as a result of annual maintenance shuts taken in the current quarter, including to address typical production issues that affected the ramp-up of the reinvested Inverness, Scotland mill, which started up in the fourth quarter of 2017.

Norbord generated an operating loss of $12 million in the third quarter of 2019, versus $2 million in the prior quarter and versus operating income of $175 million in the same quarter last year. Year-to-date, Norbord generated an operating loss of $8 million versus operating income of$550 million in the same period last year. Norbord generated Adjusted EBITDA of

2

Exhibit 99.3

$33 million in the third quarter of 2019 versus $36 million in the prior quarter and $211 million in the same quarter last year. Year-to-date, Norbord generated Adjusted EBITDA of $111 million versus $654 million in the same period last year. The decline against all comparative periods was primarily due to lower North American OSB prices.

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

(US $ millions)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	(14	)	$	130		$	(30	)	$	399
Add: Finance costs	11			12			10			34			28
Less: Interest income	—			—			(2		)	(1		)	(3		)
Add: Costs on early extinguishment of 2020 Notes	—			10			—			10			—
Add: Depreciation and amortization	35			34			34			104			100
Add: Income tax (recovery) expense	(6		)	(10		)	37			(21		)	126
EBITDA	23			32			209			96			650
Add: Impairment of assets	10			—			—			10			—
Add: Loss on disposal of assets	—			1			—			1			—
Add: Stock-based compensation and related costs	—			1			2			2			4
Add: Costs related to 100 Mile House indefinite  curtailment	—			2			—			2			—
Adjusted EBITDA(1)	$	33		$	36		$	211		$	111		$	654

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

Norbord recorded a loss of $17 million ($0.21 per basic and diluted share) in the third quarter of 2019 versus a loss of $14 million ($0.17 per basic and diluted share) in the second quarter of 2019 and earnings of $130 million ($1.50 per basic share and $1.49 per diluted share) in the third quarter of 2018. Year-to-date, Norbord recorded a loss of $30 million ($0.37 per basic and diluted share) versus earnings of $399 million ($4.61 per basic share and $4.58 per diluted share) in the same period last year. Excluding the impact of non-recurring or other items and using a normalized Canadian statutory tax rate, Norbord recorded an Adjusted loss of $9 million ($0.11 per basic and diluted share) in the third quarter of 2019, compared to an Adjusted loss of $8 million ($0.10 per basic and diluted share) in the second quarter of 2019 and Adjusted earnings of $123 million ($1.42 per basic share and $1.41 per diluted share) in the third quarter of 2018. Year-to-date, Norbord recorded an Adjusted loss of $19 million ($0.23 per basic and diluted share) versus Adjusted earnings of $386 million ($4.46 per basic share and $4.43 per diluted share) in the same period last year. The fluctuations in Adjusted (loss) 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)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	(14	)	$	130		$	(30	)	$	399
Add: Impairment of assets	10			—			—			10			—
Add: Loss on disposal of assets	—			1			—			1			—
Add: Stock-based compensation and related costs	—			1			2			2			4
Add: Costs on early extinguishment of 2020 Notes	—			10			—			10			—
Add: Costs related to 100 Mile House indefinite  curtailment	—			2			—			2			—
Add: Reported income tax (recovery) expense	(6		)	(10		)	37			(21		)	126
Adjusted pre-tax (loss) earnings	(13		)	(10		)	169			(26		)	529
Less: Income tax recovery (expense) at statutory rate(1)	4			2			(46		)	7			(143		)
Adjusted (loss) earnings(2)	$	(9	)	$	(8	)	$	123		$	(19	)	$	386

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

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

3

Exhibit 99.3

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 last four quarters, 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 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 through the cycle.

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. Resin used in the OSB manufacturing process is a petrochemical product, and therefore its price typically follows global oil prices. Global resin prices had generally been trending higher since the third quarter of 2016, but have decreased modestly year-to-date in 2019. Norbord continues to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

4

Exhibit 99.3

SUMMARY OF FINANCIAL AND OPERATING HIGHLIGHTS

(US $ millions, except per share information, unless otherwise noted)	Q3 2019		Q2 2019		Q3 2018		9 mos 2019		9 mos 2018
SALES AND EARNINGS
Sales	435		447		640		1,358		1,923
Operating (loss) income	(12)		(2)		175		(8)		550
Adjusted EBITDA(1)	33		36		211		111		654
(Loss) earnings	(17)		(14)		130		(30)		399
Adjusted (loss) earnings(1)	(9)		(8)		123		(19)		386
PER COMMON SHARE EARNINGS
(Loss) earnings, basic	(0.21)		(0.17)		1.50		(0.37)		4.61
(Loss) earnings, diluted	(0.21)		(0.17)		1.49		(0.37)		4.58
Adjusted (loss) earnings, basic(1)	(0.11)		(0.10)		1.42		(0.23)		4.46
Adjusted (loss) earnings, diluted(1)	(0.11)		(0.10)		1.41		(0.23)		4.43
Dividends declared(2)	0.40		0.40		4.50		1.20		5.70
BALANCE SHEET
Total assets	1,862		2,207		2,130
Long-term debt(3)	656		896		549
Net debt for financial covenant purposes(1)	675		601		377
Net debt to capitalization, market basis(1)	25	%	20	%	10	%
Net debt to capitalization, book basis(1)	40	%	36	%	23	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America	1,654		1,587		1,687		4,810		4,882
Europe	440		474		467		1,435		1,373
Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
North Central	217		188		363		206		386
South East	168		186		305		184		352
Western Canada	164		153		281		159		348
Europe (€/m3)(4)	269		285		305		280		293
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)	8	%	9	%	51	%	10	%	54	%
Return on equity (ROE)(1)	(5	)%	(4	)%	44	%	(3	)%	50	%
Cash provided by (used for) operating activities	52		36		228		(9)		482
Cash provided by (used for) operating activities per share(1)	0.64		0.44		2.63		(0.11)		5.57

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

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

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

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

Sales

Total sales in the quarter were $435 million, compared to $447 million in the second quarter of 2019 and $640 million in the third quarter of 2018. Quarter-over-quarter, total sales decreased by $12 million or 3%. In North America, sales increased by 1% primarily due to a 4% increase in shipment volumes. In Europe, sales decreased by 12% primarily due to a 7% decrease in shipment volumes and lower average panel prices, as well as the exchange translation impact of a weaker Pound Sterling relative to the US dollar. Year-over-year, total sales decreased by $205 million or 32%. In North America, sales decreased by 37% due to significantly lower OSB prices and a 2% decrease in shipment volumes. In Europe, sales were 13% lower due to

5

Exhibit 99.3

a 6% decrease in shipment volumes and lower average panel prices, as well as the exchange translation impact of a weaker Pound Sterling relative to the US dollar.

Year-to-date, total sales were $1,358 million, compared to $1,923 million in the same period last year, a decrease of $565 million or 29%. In North America, sales decreased by 37% primarily due to significantly lower OSB prices. In Europe, sales were in line as a 5% increase in shipment volumes was offset by the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar.

Markets

In North America, affordability concerns that had negatively affected US housing demand in recent quarters began to moderate, driven by lower mortgage rates and real wage growth.The September seasonally adjusted annualized rate of US housing starts rose 2% year-over-year to 1.26 million, with single-family starts, which use approximately three times more OSB than multifamily starts, up 4% year-over-year to 918,000. The pace of permits (the more forward-looking indicator) reached 1.39 million units in September, up nearly 8% from the same period in 2018. Year-to-date, US housing starts were down 1% with single family starts down 2%, reflecting the pullback in US homebuilding activity that started in the second half of last year, constraining OSB demand. Looking forward, builder sentiment remains positive, the buildup of unsold new home inventory has now been largely absorbed and the past two quarters of solid homebuilder order growth has finally started translating into improving housing starts. The consensus forecast from US housing economists is approximately 1.25 million starts for 2019, unchanged from 2018, with 2020 forecast at approximately 1.26 million.

Notwithstanding the recent improvement in housing market fundamentals, North American benchmark OSB prices did not show broad-based improvement during the third quarter. Average benchmark prices remained well below prior year levels and showed mixed regional results quarter-over-quarter. 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)		Q3 2019 ($/Msf-7/16”)		Q2 2019 ($/Msf-7/16”)		Q3 2018 ($/Msf-7/16”)
North Central	15	%	$	217	$	188	$	363
South East	36	%	168		186		305
Western Canada	29	%	164		153		281

(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 softened from the very strong levels of the past two years, as demand slowed during the typical summer vacation season and industrial production continued to slow in Germany. In local currency terms, average panel prices moderated from last year’s peak levels and were down against both comparative quarters.

Historically, the UK has been a net importer of panel products and Norbord is the largest domestic producer. A weaker Pound Sterling relative to the Euro is advantageous to Norbord’s primarily UK-based operations as it improves sales opportunities within the UK and supports Norbord’s export program into the continent. During the third quarter of 2019, the Pound Sterling averaged 1.11 against the Euro, compared to 1.14 in the prior quarter and 1.12 in the same quarter last year.

6

Exhibit 99.3

Operating Results

Adjusted EBITDA(1) (US $ millions)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
North America	$	24		$	18		$	190		$	65		$	602
Europe	11			21			23			53			62
Unallocated	(2		)	(3		)	(2		)	(7		)	(10		)
Total	$	33		$	36		$	211		$	111		$	654

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

Norbord generated Adjusted EBITDA of $33 million in the third quarter of 2019, compared to $36 million in the second quarter of 2019 and $211 million in the third quarter of 2018. Year-to-date, Norbord generated Adjusted EBITDA of $111 million compared to $654 million in the same period last year. The quarter-over-quarter decrease was driven by lower panel prices and shipments in Europe, which more than offset improved manufacturing costs in North America. The decreases versus both prior year periods were primarily driven by lower North American OSB prices.

Adjusted EBITDA Variance

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

(US $ millions)	Q3 2019 vs.  Q2 2019			Q3 2019 vs.  Q3 2018			9 mos 2019 vs.  9 mos 2018
Adjusted EBITDA – current period	$	33		$	33		$	111
Adjusted EBITDA – comparative period	36			211			654
Variance	(3		)	(178		)	(543		)
Mill nets(1)	(6		)	(184		)	(542		)
Volume(2)	(1		)	(4		)	(7		)
Key input prices(3)	(2		)	2			(5		)
Key input usage(3)	2			(4		)	(7		)
Mill profit share and bonus	4			11			27
Other operating costs and foreign exchange(4)	—			1			(9		)
Total	$	(3	)	$	(178	)	$	(543	)

(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 $24 million in Adjusted EBITDA in the third quarter of 2019, an increase of $6 million from $18 million in the second quarter of 2019 and a decrease of $166 million from $190 million in the third quarter of 2018. Year-to-date, North American operations generated $65 million in Adjusted EBITDA, a decrease of $537 million from $602 million in the same period last year. The quarter-over-quarter increase was primarily due to higher sales volume, improved productivity and raw material usages, as well as lower costs related to annual maintenance shuts and other downtime, and lower mill profit share costs attributed to lower earnings, partially offset by lower realized OSB prices. The year-over-year and year-to-date decreases were primarily attributed to significantly lower OSB prices, as well as increased downtime and higher raw material usage, partially offset by lower mill profit share costs attributed to lower earnings, improved productivity, lower resin prices and improved product mix. The year-to-date decrease was also partially offset by the benefit of a weaker Canadian dollar relative to the US dollar and six additional fiscal days.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share and freight costs) decreased by 4% compared to the second quarter of 2019 and 3% compared to the third quarter of 2018 but remained flat year-to-date. Quarter-over-quarter, unit costs decreased primarily due to improved productivity and raw material usages, as well as lower

7

Exhibit 99.3

costs related to annual maintenance shuts and other downtime. Year-over-year, unit costs were lower primarily due to lower resin prices and improved productivity, partially offset by increased downtime and higher raw material usage. Year-to-date, unit costs were flat as improved productivity, lower resin prices and the benefit of a weaker Canadian dollar relative to the US dollar were offset by the impact of increased downtime and higher raw material usage.

Production remains indefinitely curtailed 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. During the quarter, production was indefinitely curtailed at the 100 Mile House, British Columbia mill as it was no longer economically viable to continue to operate the mill, as previously announced (see 100 Mile House Indefinite Curtailment). Subsequent to the quarter, Norbord announced the indefinite curtailment of Line 1 at the Cordele, Georgia mill due to poor market conditions (see Cordele Mill Indefinite Line 1 Curtailment). These two mills and Line 1 represent 18% of Norbord’s current annual estimated capacity in North America.

Excluding the Chambord mill, Norbord’s mills produced at 92% of available capacity in the third quarter of 2019 compared to 88% in the second quarter of 2019 and 99% in the third quarter of 2018. Fluctuations in capacity utilization (which is based on fiscal days in each period) were due to improved productivity in the current quarter as well as the timing of annual maintenance shuts and other downtime. In addition, a portion of the year-over-year decrease was driven by 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).

Cordele Mill Line 1 Indefinite Curtailment

In August 2019, the Company announced that Line 1 of the two-line Cordele, Georgia OSB mill would operate on a reduced 10/4 schedule effective September 5 due to continued poor market conditions. Subsequent to quarter-end, in October 2019, the Company announced the indefinite curtailment of Line 1 effective mid-November due to continued poor market conditions and lower-than-anticipated OSB demand to-date, particularly in the South East region. As a result, in the third quarter the Company recorded a non-cash pre-tax impairment charge of $10 million against the carrying value of certain of the mill's production equipment as the indicator of impairment existed as at quarter-end. No additional impairment is required for this mill's remaining assets as their recoverable amount is greater than their carrying values. The Company will continue to supply customers from its other operating North American OSB mills. Line 1 has a stated annual production capacity of 440 million square feet (3/8-inch basis), or 6% of the Company’s North American stated annual capacity.

100 Mile House Indefinite Curtailment

In August 2019, the Company indefinitely curtailed the 100 Mile House mill as a wood supply shortage and high wood prices did not support the economic operation of the mill. The region where the mill operates has been under mounting wood supply pressure for the past decade as a result of the mountain pine beetle epidemic. This challenge has been further exacerbated by the significant wildfires that the province of British Columbia experienced in the summers of 2017 and 2018. A net charge of $2 million was recognized in the second quarter to provide for severance and related costs, of which $1 million has been paid in the current quarter. Norbord has successfully transferred production to its other operating North American OSB mills, including High Level and Grande Prairie, Alberta.

8

Exhibit 99.3

Europe

Norbord’s European operations generated $11 million in Adjusted EBITDA in the third quarter of 2019, a decrease of $10 million versus the second quarter of 2019 and $12 million versus the same quarter last year. Year-to-date, European operations generated $53 million in Adjusted EBITDA compared to $62 million in the same period last year. Quarter-over-quarter, the decrease in Adjusted EBITDA was primarily due to lower shipment volumes and average panel prices, the timing of annual maintenance shuts and other downtime, and the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar. Year-over-year, the decrease was primarily due to lower average panel prices and shipment volumes, higher fibre prices and the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar. Year-to-date, the decrease was primarily due to higher fibre prices and raw material usages, and the foreign exchange translation impact of a weaker Pound Sterling relative to the US dollar, which were only partially offset by higher shipment volumes.

The European mills produced at 84% of stated capacity in the third quarter of 2019, compared to 91% in the second quarter of 2019 and 87% in the third quarter of 2018. Capacity utilization was lower versus both comparative periods due to annual maintenance shuts taken in the current quarter, including to address production issues that affected the ramp-up of the reinvested Inverness, Scotland mill, which started up in the fourth quarter of 2017.

Margin Improvement Program (MIP)

Year-to-date, the Company did not generate any net MIP gains as improved productivity and product mix were offset by the timing of annual maintenance shuts and other downtime, as well as the operating impact of adverse weather in the first half of 2019. MIP is measured relative to the prior year at constant prices and exchange rates.

FINANCE COSTS, DEPRECIATION AND AMORTIZATION, AND INCOME TAX

(US $ millions)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
Finance costs	$	(11	)	$	(12	)	$	(10	)	$	(34	)	$	(28	)
Interest income	—			—			2			1			3
Depreciation and amortization	(35		)	(34		)	(34		)	(104		)	(100		)
Income tax recovery (expense)	6			10			(37		)	21			(126		)

Finance Costs

Finance costs in the third quarter of 2019 and the first nine months of 2019 were higher against both prior year periods primarily due to the utilization charges on drawings under the accounts receivable securitization program in 2019 (see Accounts Receivable Securitization) and higher interest rate and larger principal on the 2027 notes issued in June 2019 (see below).

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 and the first nine months of 2019 was also impacted by depreciation of right-of-use assets recognized upon adoption of the new lease standard (see Changes in Accounting Policies).

Income Tax

A tax recovery of $6 million was recorded in the third quarter of 2019 on a pre-tax loss of $23 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.

9

Exhibit 99.3

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted)	Q3 2019		Q2 2019		Q3 2018		9 mos 2019	9 mos 2018
Cash provided by (used for) operating activities	$ 52		$ 36		$ 228		$ (9)	$ 482
Cash provided by (used for) operating activities per share(1)	0.64		0.44		2.63		(0.11)	5.57
Operating working capital(1)	139		162		173
Total working capital(1)	195		548		321
Additions to property, plant and equipment and    intangible assets	33		30		41		93	145
Net debt to capitalization, market basis(1)	25	%	20	%	10	%
Net debt to capitalization, book basis(1)	40	%	36	%	23	%

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

At quarter-end, the Company had unutilized available liquidity of $286 million, comprising $3 million in cash and cash equivalents, $234 million in revolving bank lines and $49 million in available drawings under its accounts receivable securitization program, which the Company believes is sufficient to fund expected short-term cash requirements.

Senior Secured Notes Due 2027

In June 2019, the Company completed the issuance of $350 million in senior secured notes due July 2027 with an interest rate of 5.75%. Debt issue costs of $6 million were incurred with the issuance. In July 2019, the Company used a portion of the proceeds to redeem, prior to maturity, the $240 million senior secured notes due December 2020. A premium of $9 million was paid on the early redemption and a $1 million non-cash charge related to net unamortized debt issue costs was recognized. The 2027 notes rank pari passu with the Company’s existing senior secured notes due in 2023 and committed revolving bank lines.

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 2023 and 2027 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 was $1,028 million and net debt for financial covenant purposes was $675 million. Net debt to total capitalization, book basis, was 40%. The Company was in compliance with the financial covenants at period-end.

10

Exhibit 99.3

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

(US $ millions)	Oct 5, 2019			Dec 31, 2018
Long-term debt, principal value	$	665		$	555
Add: Other long-term debt	27			—
Less: Cash and cash equivalents	(3		)	(128		)
Net debt	689			427
Less: Other long-term debt	(27		)	—
Add: Other liabilities classified as debt for financial covenant purposes	2			—
Add: Letters of credit and guarantees	11			8
Net debt for financial covenant purposes	$	675		$	435
Shareholders’ equity	$	701		$	823
Add: 2018 impairment of assets (net of tax)	59			59
Add: Other comprehensive income change(1)	92			74
Add: Impact of Ainsworth changing functional currencies	155			155
Add: IFRS transitional adjustments	21			21
Tangible net worth for financial covenant purposes	$	1,028		$	1,132
Total capitalization	$	1,703		$	1,567
Net debt to capitalization, market basis	25		%	13		%
Net debt to capitalization, book basis	40		%	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 $120 million in trade accounts receivable, and recorded drawings of $27 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 maximum available drawings under the program were $76 million 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. Year-to-date, 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 October 30, 2019, the Company's ratings were BB (Standard & Poor’s Ratings Services) and Ba1 (Moody’s Investors Service).

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable, inventory and prepaids less accounts payable and accrued liabilities, was $139 million at period-end, compared to $162 million at July 6, 2019 and $173 million at September 29, 2018.

11

Exhibit 99.3

The Company aims to minimize the amount of capital held as operating working capital and continues to manage it at minimal levels.

Quarter-over-quarter, operating working capital decreased by $23 million due to lower inventory and higher accounts payable and accrued liabilities, partially offset by higher accounts receivable and prepaids. Lower inventory was primarily due to the seasonal draw-down of log inventory in the northern mills in North America and the impact of the curtailment of the 100 Mile House mill. Higher accounts payable and accrued liabilities were primarily due to the timing of payments and the timing of coupon payments on the senior secured notes. Higher accounts receivable was due to the timing of shipments in Europe and higher prepaids was due to the timing of annual insurance premium payments.

Year-over-year, operating working capital decreased by $34 million due to lower accounts receivable and inventory, partially offset by lower accounts payable and accrued liabilities. Lower accounts receivable was primarily attributed to lower North American OSB prices and average European panel prices. Lower inventory was primarily attributed to lower wood inventory and the impact of the curtailment of the 100 Mile House mill. Lower accounts payable and accrued liabilities were primarily attributed to lower compensation accruals and accrued capital expenditures and the timing of payments partially offset by 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 and taxes receivable less bank advances and taxes payable, was $195 million at period-end, compared to $548 million at July 6, 2019 and $321 million at September 29, 2018. The quarter-over-quarter decrease is primarily due to the use of cash to early redeem the 2020 Notes in July 2019 and the lower operating working capital balance. The year-over-year decrease is due to the lower cash balance and operating working capital, partially offset by lower taxes payable.

Operating activities generated $52 million of cash or $0.64 per share in the third quarter of 2019, compared to $36 million or $0.44 per share consumed in the second quarter of 2019 and $228 million or $2.63 per share generated in the third quarter of 2018. The higher generation of cash versus the prior quarter was mainly attributed to the seasonal reduction 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 $33 million in the third quarter of 2019, $30 million in the second quarter of 2019 and $41 million in the third quarter of 2018. The fluctuation versus the prior comparative periods was primarily attributable to the timing of executing on various capital projects.

Norbord's 2019 investment in property, plant and equipment is expected to be $150 million for maintenance of business projects and projects focused on reducing manufacturing costs across the mills, as well as a portion of the Chambord mill rebuild and Inverness 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

During the first phase of the project, the Company invested $147 million to modernize and expand its Inverness 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 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 first quarter of 2019.

12

Exhibit 99.3

In January 2019, the Board of Directors approved a $46 million (£35 million) second phase investment to further expand capacity at the Inverness 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 continued substitution growth in its key markets. During the first nine months of 2019, $17 million was invested.

Chambord Rebuild Project

Production has remained curtailed at the Chambord mill since the third quarter of 2008. The Company believes North American OSB demand will continue to grow over the long-term. In order to support this anticipated growth and enhance the competitive position of the Company's overall manufacturing operations, Norbord is investing $71 million to rebuild and prepare 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; to date, C $0.6 million has been received. 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. During the first nine months of 2019, $19 million was invested ($46 million project-to-date).

2020 Capital Spending Budget

Looking ahead to next year, while the Company is still in the process of finalizing its capital plans, the 2020 capital expenditure target is expected to be approximately $100 million. This will include maintenance of business projects and projects focused on reducing manufacturing costs across the mills, as well as a portion of both the Chambord mill rebuild and Inverness phase 2 projects. It also includes further investments to support the Company's strategy to increase the production of specialty products for industrial applications and exports.

CAPITALIZATION

At October 30, 2019, there were 81.7 million common shares outstanding. In addition, 1.5 million stock options were outstanding, of which 52% 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 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:

13

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 to Q3 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, $73 million (2018 – $373 million) was paid out during the first nine months of 2019 primarily 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 14 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 October 30, 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. Year-to-date, 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 and year-to-date, net sales of $20 million (2018 – $23 million) and $55 million (2018 – $72 million), respectively, were made to Interex. At period-end, $4 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).

14

Exhibit 99.3

SELECTED QUARTERLY INFORMATION

					2019								2018		2017
(US $ millions, except per share information, unless otherwise noted)	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
SALES AND EARNINGS
Sales	435		447		476		501		640		707		576		596
Operating (loss) income	(12	)	(2	)	6		(46	)	175		236		139		172
Adjusted EBITDA(1)	33		36		42		70		211		273		170		204
(Loss) earnings	(17	)	(14	)	1		(28	)	130		174		95		160
Adjusted (loss) earnings(1)	(9	)	(8	)	(2	)	26		123		167		96		123
PER COMMON SHARE EARNINGS
(Loss) earnings, basic	(0.21	)	(0.17	)	0.01		(0.32	)	1.50		2.01		1.10		1.85
(Loss) earnings, diluted	(0.21	)	(0.17	)	0.01		(0.32	)	1.49		2.00		1.09		1.84
Adjusted (loss) earnings, basic(1)	(0.11	)	(0.10	)	(0.02	)	0.30		1.42		1.93		1.11		1.42
Adjusted (loss) earnings, diluted(1)	(0.11	)	(0.10	)	(0.02	)	0.30		1.41		1.92		1.10		1.41
Dividends declared(2)	0.40		0.40		0.40		0.60		4.50		0.60		0.60		0.60
BALANCE SHEET
Total assets	1,862		2,207		1,942		1,942		2,130		2,250		2,097		2,103
Long-term debt(3)	656		896		550		550		549		549		549		548
Net debt for financial covenant purposes(1)	675		601		564		435		377		276		422		333
Net debt to capitalization, market basis(1)	25	%	20	%	17	%	13	%	10	%	8	%	13	%	11	%
Net debt to capitalization, book basis(1)	40	%	36	%	34	%	28	%	23	%	16	%	24	%	21	%
KEY STATISTICS
Shipments (MMsf–3/8”)
North America	1,654		1,587		1,569		1,602		1,687		1,674		1,521		1,562
Europe	440		474		521		452		467		445		461		440
Indicative average OSB price ($/Msf–7/16”, unless otherwise indicated)
North Central	217		188		211		243		363		426		370		379
South East	168		186		197		203		305		419		331		355
Western Canada	164		153		160		184		281		403		359		328
Europe (€/m3)(4)	269		285		287		299		305		298		274		262
KEY PERFORMANCE METRICS
Return on capital employed (ROCE)(1)	8	%	9	%	10	%	17	%	51	%	65	%	42	%	52	%
Return on equity (ROE)(1)	(5	)%	(4	)%	(1	)%	10	%	44	%	58	%	37	%	51	%
Cash provided by (used for) operating activities	52		36		(97	)	126		228		250		4		222
Cash provided by (used for) operating activities per share(1)	0.64		0.44		(1.18	)	1.46		2.63		2.89		0.05		2.57

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

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

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

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

15

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 primarily due 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 $52 million or $0.64 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 had generally been trending higher since the third quarter of 2016, but have decreased modestly year-to-date in 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 third quarter of 2019 is a $10 million ($0.12 per basic and diluted share) non-cash pre-tax loss related to an impairment charge at the Company's Cordele mill (see Cordele Mill Line 1 Indefinite Curtailment). 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 second quarter of 2019 is a $1 million ($0.01 per basic and diluted share) non-cash loss on the disposal of production equipment based on capital projects completed during the quarter. 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.

16

Exhibit 99.3

Stock-based Compensation and Related Costs– Included in the second and first quarters of 2019, and second and first quarters of 2018 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.

Costs on Early Debt Extinguishment − Included in the second quarter of 2019 is a $9 million ($0.11 per basic and diluted share) premium paid on the early extinguishment of the senior secured notes due 2020 and a related $1 million ($0.01 per basic and diluted share) non-cash write-off of net unamortized debt issue costs.

Costs related to 100 Mile House Indefinite Curtailment − Included in the second quarter of 2019 is $2 million ($0.02 per basic and diluted share) of severance and other related costs resulting from the announcement to indefinitely curtail the 100 Mile House mill in August 2019.

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

(US $ millions)	Q3 2019			Q2 2019			Q1 2019			Q4 2018			Q3 2018			Q2 2018			Q1 2018			Q4 2017
(Loss) earnings	$	(17	)	$	(14	)	$	1		$	(28	)	$	130		$	174		$	95		$	160
Add: Impairment of assets	10			—			—			80			—			—			—			—
Add: Loss on disposal of assets	—			1			—			2			—			—			—			3
Add: Stock-based compensation and related costs	—			1			1			—			2			1			1			—
Add: Costs on early extinguishment of 2020 Notes	—			10			—			—			—			—			—			—
Add: Costs related to 100 Mile House  indefinite curtailment	—			2			—			—			—			—			—			—
Add: Reported income tax (recovery)  expense	(6		)	(10		)	(5		)	(26		)	37			53			36			6
Adjusted pre-tax (loss) earnings	(13		)	(10		)	(3		)	28			169			228			132			169
Less: Income tax recovery (expense) at  statutory rate(1)	4			2			1			(2		)	(46		)	(61		)	(36		)	(46		)
Adjusted (loss) earnings	$	(9	)	$	(8	)	$	(2	)	$	26		$	123		$	167		$	96		$	123

(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.

17

Exhibit 99.3

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

(US $ millions)	Q3 2019			Q2 2019			Q1 2019			Q4 2018			Q3 2018			Q2 2018			Q1 2018		Q4 2017
(Loss) earnings	$	(17	)	$	(14	)	$	1		$	(28	)	$	130		$	174		$	95	$	160
Add: Finance costs	11			12			11			9			10			10			8		6
Less: Interest income	—			—			(1		)	(1		)	(2		)	(1		)	—		—
Add: Costs on early extinguishment of 2020 Notes	—			10			—			—			—			—			—		—
Add: Depreciation and amortization	35			34			35			34			34			36			30		29
Add: Income tax (recovery) expense	(6		)	(10		)	(5		)	(26		)	37			53			36		6
EBITDA	23			32			41			(12		)	209			272			169		201
Add: Impairment of assets	10			—			—			80			—			—			—		—
Add: Loss on disposal of assets	—			1			—			2			—			—			—		3
Add: Stock-based compensation and related costs	—			1			1			—			2			1			1		—
Add: Costs related to 100 Mile House  indefinite curtailment	—			2			—			—			—			—			—		—
Adjusted EBITDA(1)	$	33		$	36		$	42		$	70		$	211		$	273		$	170	$	204

(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 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.

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:

18

Exhibit 99.3

● 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.

(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 a significant impact on its interim financial statements.

19

Exhibit 99.3

FUTURE CHANGES IN ACCOUNTING POLICIES

(i) Financial Instruments

In September 2019, the IASB issued amendments to IFRS 9 with regards to the interest rate benchmark reform. These amendments are effective for the annual period beginning on January 1, 2020 and provide targeted relief for financial instruments qualifying for hedge accounting to address uncertainties related to the ongoing reform of interbank offered rates. Norbord has assessed its financial instruments and does not expect these amendments to have an impact on its financial statements upon adoption.

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 October 5, 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 (loss) earnings is defined as (loss) earnings determined in accordance with IFRS before unusual or non-recurring items and using a normalized income tax rate. Non-recurring items include non-cash impairment of assets and costs related to the indefinite curtailment of the 100 Mile House mill. Other items include costs on early extinguishment of the 2020 notes, 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 (loss) earnings per share is Adjusted (loss) earnings divided by the weighted average number of common shares outstanding (on a basic or diluted basis, as specified).

20

Exhibit 99.3

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

(US $ millions)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	(14	)	$	130		$	(30	)	$	399
Add: Impairment of assets	10			—			—			10			—
Add: Loss on disposal of assets	—			1			—			1			—
Add: Stock-based compensation and related costs	—			1			2			2			4
Add: Costs on early extinguishment of 2020 Notes	—			10			—			10			—
Add: Costs related to 100 Mile House indefinite  curtailment	—			2			—			2			—
Add: Reported income tax (recovery) expense	(6		)	(10		)	37			(21		)	126
Adjusted pre-tax (loss) earnings	(13		)	(10		)	169			(26		)	529
Less: Income tax recovery (expense) at statutory rate(1)	4			2			(46		)	7			(143		)
Adjusted (loss) earnings	$	(9	)	$	(8	)	$	123		$	(19	)	$	386

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

Adjusted EBITDA is defined as (loss) earnings 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 non-cash impairment of assets and costs related to the indefinite curtailment of the 100 Mile House mill. Other items include costs on early extinguishment of the 2020 notes, non-cash losses on disposal of assets, and stock-based compensation and related revaluation costs. As Norbord operates in a cyclical commodity business, Norbord interprets Adjusted EBITDA over the cycle as a useful indicator of the Company’s ability to incur and service debt and meet capital expenditure requirements. In addition, Norbord views Adjusted EBITDA as a measure of gross profit and interprets Adjusted EBITDA trends as indicators of relative operating performance.

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

(US $ millions)	Q3 2019			Q2 2019			Q3 2018			9 mos 2019			9 mos 2018
(Loss) earnings	$	(17	)	$	(14	)	$	130		$	(30	)	$	399
Add: Finance costs	11			12			10			34			28
Less: Interest income	—			—			(2		)	(1		)	(3		)
Add: Costs on early extinguishment of 2020 Notes	—			10			—			10			—
Add: Depreciation and amortization	35			34			34			104			100
Add: Income tax (recovery) expense	(6		)	(10		)	37			(21		)	126
EBITDA(1)	23			32			209			96			650
Add: Impairment of assets	10			—			—			10			—
Add: Loss on disposal of assets	—			1			—			1			—
Add: Stock-based compensation and related costs	—			1			2			2			4
Add: Costs related to 100 Mile House indefinite  curtailment	—			2			—			2			—
Adjusted EBITDA	$	33		$	36		$	211		$	111		$	654

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

								Q3 2019
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	14	$	11	$	(2	)	$	23
Add: Impairment of assets	10		—		—			10
Adjusted EBITDA	$	24	$	11	$	(2	)	$	33

21

Exhibit 99.3

								Q2 2019
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	15	$	21	$	(4	)	$	32
Add: Loss on disposal of assets	1		—		—			1
Add: Stock-based compensation and related costs	—		—		1			1
Add: Costs related to 100 Mile House indefinite  curtailment	2		—		—			2
Adjusted EBITDA	$	18	$	21	$	(3	)	$	36

								Q3 2018
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	190	$	23	$	(4	)	$	209
Add: Stock-based compensation and related costs	—		—		2			2
Adjusted EBITDA	$	190	$	23	$	(2	)	$	211

								9 mos 2019
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	52	$	53	$	(9	)	$	96
Add: Impairment of assets	10		—		—			10
Add: Loss on disposal of assets	1		—		—			1
Add: Stock-based compensation and related costs	—		—		2			2
Add: Costs related to 100 Mile House indefinite  curtailment	2		—		—			2
Adjusted EBITDA	$	65	$	53	$	(7	)	$	111

								9 mos 2018
(US $ millions)	North America		Europe		Unallocated			Total
EBITDA(1)	$	602	$	62	$	(14	)	$	650
Add: Stock-based compensation and related costs	—		—		4			4
Adjusted EBITDA	$	602	$	62	$	(10	)	$	654

(1) EBITDA is defined as earnings before finance costs, interest income, income tax, depreciation and amortization, and costs on early extinguishment of 2020 Notes.

Operating working capital is defined as accounts receivable plus inventory and 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)	Oct 5, 2019			Jul 6, 2019			Dec 31, 2018			Sep 29, 2018
Accounts receivable	$	141		$	136		$	149		$	195
Inventory	217			234			220			234
Prepaids	19			12			12			18
Accounts payable and accrued liabilities	(238		)	(220		)	(293		)	(274		)
Operating working capital	$	139		$	162		$	88		$	173

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

22

Exhibit 99.3

(US $ millions)	Oct 5, 2019			Jul 6, 2019		Dec 31, 2018			Sep 29, 2018
Operating working capital	$	139		$	162	$	88		$	173
Cash and cash equivalents	3			315		128			193
Taxes receivable	59			71		—			2
Taxes payable	(6		)	—		(28		)	(47		)
Total working capital	$	195		$	548	$	188		$	321

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)	Oct 5, 2019			Jul 6, 2019			Dec 31, 2018			Sep 29, 2018
Property, plant and equipment	$	1,392		$	1,410		$	1,402		$	1,458
Intangible assets	21			19			20			21
Accounts receivable	141			136			149			195
Inventory	217			234			220			234
Prepaids	19			12			12			18
Accounts payable and accrued liabilities	(238		)	(220		)	(293		)	(274		)
Capital employed	$	1,552		$	1,591		$	1,510		$	1,652

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 (loss) earnings divided by common shareholders’ equity adjusted for the 2018 net 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.

(US $ millions)	Oct 5, 2019		Jul 6, 2019		Dec 31, 2018		Sep 29, 2018
Shareholders' equity	$	701	$	749	$	823	$	1,042
Add: 2018 impairment of assets (net of tax)	59		59		59		—
Add: Common shares to be repurchased and cancelled	—		—		42		—
Shareholders' equity for ROE	$	760	$	808	$	924	$	1,042

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

Net debt is the principal value of long-term debt, including the current portion, other long-term debt and bank advances, if any, less cash and cash equivalents. Net debt 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:

23

Exhibit 99.3

(US $ millions)	Oct 5, 2019			Jul 6, 2019			Dec 31, 2018			Sep 29, 2018
Long-term debt, principal value	$	665		$	905		$	555		$	555
Add: Other long-term debt	27			82			—			—
Less: Cash and cash equivalents	(3		)	(315		)	(128		)	(193		)
Net debt	689			672			427			362
Less: Other long-term debt	(27		)	(82		)	—			—
Add: Other liabilities classified as debt for financial covenant purposes	2			2			—			—
Add: Letters of credit and guarantees	11			9			8			15
Net debt for financial covenant purposes	$	675		$	601		$	435		$	377

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, 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)	Oct 5, 2019		Jul 6, 2019		Dec 31, 2018		Sep 29, 2018
Shareholders’ equity	$	701	$	749	$	823	$	1,042
Add: 2018 impairment of assets (net of tax)	59		59		59		—
Add: Other comprehensive income movement(1)	92		85		74		60
Add: Impact of Ainsworth changing functional currencies	155		155		155		155
Add: IFRS transitional adjustments	21		21		21		21
Tangible net worth	$	1,028	$	1,069	$	1,132	$	1,278

(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 $33.51 for the third quarter of 2019, $38.39 for the second quarter of 2019 and $48.67 for the third 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 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,” “pro forma,” “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.

24

Exhibit 99.3

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.

25

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Peter 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 October 5, 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 July 7, 2019 and ended on October 5, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 31, 2019

(signed) Peter Wijnbergen

Peter 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 October 5, 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 July 7, 2019 and ended on October 6, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 31, 2019

(signed) Robin Lampard

Robin Lampard

Senior Vice President and Chief Financial Officer