Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per...

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April 30, 2013 To Our Shareholders, I’m pleased to report a very positive first quarter result. Norbord generated earnings of $1.26 per share on EBITDA of $111 million, a more than $40 million improvement from the previous quarter. In fact, this was our best quarterly EBITDA result in the past seven years. Our improved performance reflects increasing North American OSB demand and prices, driven by the strength of the US housing recovery. And while our North American business was the biggest contributor this quarter, our European operations also delivered a solid performance. In my previous shareholder letter I said that capital allocation had become a priority. Today in our press release, we announced that the Board of Directors approved a new variable dividend policy. We also declared the first quarterly dividend payout in four and a half years, reflecting confidence in our financial position and future cash flow generation. This equates to an annualized dividend of CAD $2.40 per share. We know our business is cyclical and the level of payout will vary over time. However, the US housing recovery has momentum and I believe Norbord’s peak earning years are still ahead. In March, our major shareholder Brookfield exercised their warrants on a cashless basis and sold some of the new shares through a secondary offering. This is a positive development, as there are now almost four million more shares in our trading float available to other investors. All US housing indicators point to a broad-based recovery. The key metrics – home prices, new and existing home sales, affordability and the foreclosure inventory – are improving. The seasonally-adjusted 1 million housing starts number for March is more than double the pace when housing bottomed in 2009. And underlying pent-up demand will support a return to the 1.5 million normalized level over the next few years. Heading into the second quarter, I remain positive about the rest of this year. In April, North American OSB prices corrected – the result of weather related delays in spring construction, some new capacity and a build in inventory in the supply chain. We expect pricing volatility to continue. However, I am not concerned and expect overall pricing to remain at above-trend levels, particularly as we move toward the peak demand summer months. To this end, we are working hard to bring our idled mill in Jefferson, Texas back on-line by mid-year. So far, we are on track and all of the volume from this mill is already spoken for by existing Norbord customers. In Europe, our UK-based manufacturing is benefitting from an ongoing currency advantage. We have extended order files for all our panel products and OSB markets, in J. Barrie Shineton President & CEO 1

Transcript of Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per...

Page 1: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

April 30, 2013

To Our Shareholders, I’m pleased to report a very positive first quarter result. Norbord generated earnings of $1.26 per share on EBITDA of $111 million, a more than $40 million improvement from the previous quarter. In fact, this was our best quarterly EBITDA result in the past seven years. Our improved performance reflects increasing North American OSB demand and prices, driven by the strength of the US housing recovery. And while our North American business was the biggest contributor this quarter, our European operations also delivered a solid performance. In my previous shareholder letter I said that capital allocation had become a priority. Today in our press release, we announced that the Board of Directors approved a new variable dividend policy. We also declared the first quarterly dividend payout in four and a half years, reflecting confidence in our financial position and future cash flow generation. This equates to an annualized dividend of CAD $2.40 per share. We know our business is cyclical and the level of payout will vary over time. However, the US housing recovery has momentum and I believe Norbord’s peak earning years are still ahead. In March, our major shareholder Brookfield exercised their warrants on a cashless basis and sold some of the new shares through a secondary offering. This is a positive development, as there are now almost four million more shares in our trading float available to other investors. All US housing indicators point to a broad-based recovery. The key metrics – home prices, new and existing home sales, affordability and the foreclosure inventory – are improving. The seasonally-adjusted 1 million housing starts number for March is more than double the pace when housing bottomed in 2009. And underlying pent-up demand will support a return to the 1.5 million normalized level over the next few years. Heading into the second quarter, I remain positive about the rest of this year. In April, North American OSB prices corrected – the result of weather related delays in spring construction, some new capacity and a build in inventory in the supply chain. We expect pricing volatility to continue. However, I am not concerned and expect overall pricing to remain at above-trend levels, particularly as we move toward the peak demand summer months. To this end, we are working hard to bring our idled mill in Jefferson, Texas back on-line by mid-year. So far, we are on track and all of the volume from this mill is already spoken for by existing Norbord customers. In Europe, our UK-based manufacturing is benefitting from an ongoing currency advantage. We have extended order files for all our panel products and OSB markets, in

J. Barrie Shineton President & CEO

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particular, are strengthening. Barring any significant currency swings, I expect continued steady performance from our European business. Norbord’s liquidity is strong and our balance sheet is deleveraging quickly. And I’m pleased that we’re now in a position to start returning some of our cash to our shareholders. The US housing recovery is accelerating, but given that we’re only halfway back to a longer-term sustainable trend, I continue to see strong earnings potential ahead for Norbord. I look forward to reporting our results as the year progresses.

This letter includes forward-looking statements, as defined by applicable securities legislation including statements related to our strategy, projects, plans, future financial or operating performance and other statements that express management’s expectations or estimates of future performance. Often, but not always, forward-looking statements can be identified by the use of words such as “expect,” “suggest,” “support,” “believe,” “should,” “potential,” “likely,” “continue,” “forecast,” “point to,” “plan,” “indicate,” “consider,” “future,” or variations of such words and phrases or statements that certain actions “may,” “could,” “must,” “would,” “might,” or “will” be undertaken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievement expressed or implied by the forward-looking statements. See the cautionary language in the Forward-Looking Statements section of the 2012 Management’s Discussion and Analysis dated January 30, 2013 and Q1 2013 Management’s Discussion and Analysis dated April 29, 2013.

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News Release NORBORD REPORTS IMPROVED FIRST QUARTER 2013 RESULTS; DECLARES DIVIDEND

Note: Financial references in US dollars unless otherwise indicated. Q1 2013 HIGHLIGHTS

• Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold increase over $21 million in Q1 2012 • North Central benchmark OSB price averaged $417 per Msf – double Q1 2012 and the highest

average price in 9 years • Announcement of new variable dividend policy and declaration of quarterly dividend of

CAD $0.60 per share to shareholders of record on June 1 TORONTO, ON (April 30, 2013) – Norbord Inc. (TSX: NBD, NBD.WT) today reported EBITDA of $111 million in the first quarter of 2013, a $90 million improvement over the first quarter of 2012 and a $41 million improvement over the prior quarter. North American operations generated EBITDA of $106 million in the first quarter of 2013 versus $14 million and $67 million in the first and fourth quarters of 2012, respectively. European operations generated EBITDA of $10 million in the first quarter of 2013 versus $11 million and $9 million in the first and fourth quarters of 2012, respectively. Norbord recorded $67 million of earnings ($1.26 per share diluted) in the first quarter of 2013 compared to break-even in the first quarter of 2012 and $38 million ($0.76 per share diluted) in the fourth quarter of 2012. “Our strong first quarter results reflect a broad-based US housing recovery that is accelerating,” said Barrie Shineton, President and CEO. “Average North American OSB prices climbed to their highest level in nine years during what is normally the weakest season of the year. We are working hard to bring our Jefferson, Texas mill back up by mid-year in spite of persistent equipment delays and the challenge of recruiting a new workforce. While we will likely see increasing market volatility, I believe improving OSB demand will continue to outstrip supply for at least the rest of this year.” “In Europe, our panel business delivered another quarter of strong numbers in spite of uncertainty in the Eurozone economies. OSB demand in particular is strengthening and we continue to run all our panel mills full out.” “The variable dividend policy we are announcing today reflects the improvement in our operating cash flow over the past year. Norbord now has strong liquidity and is deleveraging quickly with our net debt to total capitalization moving towards the bottom of our target range. We expect to continue delivering significant free cash flow in the near term as the US housing recovery supports increasing demand for OSB.”

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Market Conditions First quarter US housing starts were 36% higher than the same quarter last year and permits were 22% higher. The seasonally adjusted US housing starts number for March was 1,036,000, 47% higher than the year-ago pace. In this rapidly improving demand environment, the North American North Central benchmark OSB price averaged $417 per thousand square feet (Msf) (7⁄16-inch basis) in the first quarter compared to $203 per Msf in the same quarter last year and $332 per Msf in the prior quarter. In the South East region, where approximately 55% of Norbord’s North American capacity is located, prices averaged $396 per Msf, compared to $190 per Msf in the same quarter last year and $296 per Msf in the prior quarter. The consensus forecast from US housing economists is for 1.0 million starts in 2013, which would be a 28% improvement over 2012. In Europe, despite continuing macroeconomic uncertainty, panel markets remain steady. Average panel prices increased in the first quarter, rising 2% year-over-year and 5% quarter-over-quarter. OSB and particleboard markets were strong and MDF markets remain stable. The Pound Sterling remained in a range versus the Euro that continues to support Norbord’s primarily UK-based manufacturing. Performance In North America, OSB shipment volumes increased 4% year-over-year and decreased 3% versus the prior quarter. The quarter-over-quarter decrease is due to scheduled annual maintenance shuts and fewer fiscal days in the first quarter. Norbord’s OSB mills produced at approximately 70% of capacity, up 5% versus the first quarter of 2012 and unchanged from the fourth quarter of 2012. In response to increased customer demand for OSB, Norbord continues to staff up and prepare its curtailed mill in Jefferson, Texas for restart by mid-2013. The mill has been mothballed since the first quarter of 2009 and represents 9% of the Company’s 4.4 billion square feet (3/8-inch basis) of North American OSB capacity. Norbord will continue to monitor market conditions, but does not currently expect to restart its curtailed mills in Huguley, Alabama or Val-d’Or, Quebec in 2013. Norbord’s North American OSB cash production costs per unit (excluding mill profit share) increased by 12% year-over-year and 8% quarter-over-quarter. Excluding the impact of higher input prices, the scheduled annual maintenance shuts and Jefferson, Texas restart costs, unit costs increased by 4% and 3%, respectively, compared to the prior quarter and prior year. The remaining increase in unit costs was driven primarily by higher resin and fibre prices. In Europe, shipments were 3% lower than the same quarter last year due to lower retail furniture sales over the holiday period, but shipments increased by 5% over the prior quarter. Norbord’s European panel mills produced at approximately 100% of capacity in the quarter, compared to 95% in the same quarter last year and 90% in the prior quarter. Norbord did not generate any gains from its Margin Improvement Program (MIP) due to the impact of the first quarter scheduled annual maintenance shuts. Lower production volumes and shutdown-related costs effectively offset any raw material usage and productivity gains. Capital investments totaled $12 million, $9 million higher year-over-year due to capital spending to prepare the Jefferson, Texas mill for restart, and in line with the prior quarter. Norbord’s 2013 planned capital expenditures are targeted at $70 million. Operating working capital was $101 million compared to $71 million at the end of the same quarter last year and $50 million at year-end. Both the year-over-year and quarter-over-quarter increases were

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primarily driven by the impact of higher North American OSB prices on accounts receivable. In addition, seasonal logging in the northern mills increased inventories quarter-over-quarter. Finished goods inventory remains at minimal levels and accounts receivable performance is in line with prior periods. Taking into account an increase in the accounts receivable securitization program subsequent to quarter-end, Norbord had unutilized liquidity of $500 million, including $158 million of cash. The Company’s tangible net worth was $488 million and net debt to total capitalization on a book basis was 37%, well within bank covenants. Developments Capital Plan Norbord announces today that its Board of Directors (the Board) has approved a new variable dividend policy which targets the pay-out to shareholders of a portion of expected future free cash flow through the cycle. For 2013, the dividend is targeted at CAD $0.60 per share per quarter, which amounts to an annualized dividend of CAD $2.40 per share. Norbord’s liquidity is improving, with cash of $158 million on the balance sheet and undrawn bank and securitization lines of $342 million at quarter-end. The Company’s balance sheet is deleveraging quickly with net debt of just $285 million, representing 37% of total capitalization, and rapidly approaching the bottom of the Company’s target range over the cycle. The decision to introduce a dividend policy at this point in the cycle demonstrates the Board’s and management’s confidence that Norbord has sufficient capital resources in the near term and the ability to generate strong cash flow over the next few years. However, the Company operates in highly cyclical markets, and the Board will review the pay-out as the cycle progresses and adjust the dividend as appropriate. Dividends are declared at the discretion of the Board. In determining its ability to distribute capital to its shareholders, the Company considers current and anticipated capital needs and its ability to generate free cash flow in the future, subject to the covenants in its bank line agreements and bond indentures. Dividend Under the new dividend policy, the Board declared a quarterly dividend of CAD $0.60 per common share, payable on June 21, 2013 to shareholders of record on June 1, 2013. Warrant Indenture Amendment Effective March 25, 2013, Norbord amended certain terms of the Warrant Indenture dated December 24, 2008 to include a cashless exercise feature. This feature allows warrant holders to elect to exercise their warrants on a cashless basis, and receive common shares based on the in-the-money amount of their warrants. The Board approved this amendment on the recommendation of an independent committee comprised of the five members of the audit committee. On March 25, 2013, Brookfield Asset Management Inc. (Brookfield) exercised all their warrants on a cashless basis, receiving an additional 8.2 million common shares and increasing their ownership of the Company to 59%.

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Secondary Offering On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of Norbord’s common shares. Under the agreement, the syndicate agreed to purchase 3.3 million common shares at a purchase price of CAD $33.00 per common share. Brookfield offered 2.75 million shares and the Company’s senior management offered 0.55 million shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the offering, Brookfield sold a total of 3.25 million shares to the underwriters, decreasing their ownership of the Company to 53%. Norbord did not receive any proceeds from the offering. Additional Information Norbord’s Q1 2013 letter to shareholders, news release, management’s discussion and analysis, consolidated unaudited financial statements and notes to the financial statements have been filed on SEDAR (www.sedar.com) and are available in the investor section of the Company’s website at www.norbord.com. Shareholders are encouraged to read this material. Conference Call Norbord will hold a conference call for analysts and institutional investors on Tuesday, April 30, 2013 at 2:00 p.m. ET. The call will be broadcast live over the Internet via www.norbord.com and www.newswire.ca. A replay number will be available approximately one hour after completion of the call and will be accessible until May 29, 2013 by dialing 1-888-203-1112 or 647-436-0148. The passcode is 5721346. Audio playback and a written transcript will be available on the Norbord website. Norbord Profile Norbord Inc. is an international producer of wood-based panels with assets of $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard (MDF) and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbols NBD and NBD.WT.

-end- Contact: Heather Colpitts Manager, Corporate Affairs Tel. (416) 365-0705 [email protected]

This news release contains forward-looking statements, as defined in applicable 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, words such as “expect,” “believe,” “forecast,” “likely,” “support,” “target,” “consider,” “continue,” “suggest,” “intend,” “should,” “appear,” “would,” “will,” “will not,” “plan,” “can,” “may,” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements

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include: general economic conditions; risks inherent with product concentration; effects of competition and product pricing pressures; risks inherent with customer dependence; effects of variations in the price and availability of manufacturing inputs; risks inherent with a capital intensive industry; and other risks and factors described from time to time in filings with Canadian securities regulatory authorities. Except as required by applicable laws, Norbord does not undertake to update any forward-looking statements, 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 March 1, 2013 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2012 Management’s Discussion and Analysis dated January 30, 2013 and Q1 2013 Management’s Discussion and Analysis dated April 29, 2013.

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Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

APRIL 29, 2013

Management’s Discussion and Analysis

INTRODUCTION The Management’s Discussion and Analysis (MD&A) provides a review of the significant developments that impacted Norbord’s performance during the period. The information in this section should be read in conjunction with the financial statements, which follow this MD&A. Financial data provided has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Additional information on Norbord, including documents publicly filed by the Company, is available on the Company’s website at www.norbord.com or the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. All financial references in the MD&A are stated in US dollars, unless otherwise noted.

Some of the statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Earnings before finance costs, income tax, depreciation and amortization (EBITDA), operating working capital, total working capital, capital employed, return on capital employed (ROCE), return on equity (ROE), net debt, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis, are non-IFRS financial measures described in the Non-IFRS Financial Measures section. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Where appropriate, a quantitative reconciliation of the non-IFRS financial measure to the most directly comparable IFRS measure is also provided.

BUSINESS OVERVIEW & STRATEGY Norbord is an international producer of wood-based panels with 13 plant locations in the United States, Europe and Canada. Norbord is one of the world’s largest producers of oriented strand board (OSB) with an annual capacity of 5.1 billion square feet (Bsf) (3⁄8-inch basis). The core assets of Norbord’s OSB business are located in the South East region of the US. The Company is also a significant producer of wood-based panels in the United Kingdom. The geographical breakdown of panel production capacity is approximately 72% in North America and 28% in Europe. Norbord’s business strategy is focused entirely on the wood panels sector – in particular OSB – in North America and Europe.

OSB Accounts for Almost 85% of Norbord’s Business

Production Capacity by Product

NA = North America EU = Europe

MDF (EU), 6%Particleboard (EU), 10%

OSB (EU), 12%

OSB (NA), 72%

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Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Norbord’s financial goal is to achieve top quartile return on equity (ROE) and cash return on capital employed (ROCE) among North American forest products companies. As Norbord operates in a cyclical commodity business, Norbord interprets its financial goals over the cycle.

Protecting the balance sheet is an important element of Norbord’s financing strategy. Management believes that its record of superior operational performance and prudent balance sheet management should enable it to access public and private capital markets, subject to financial market conditions. On a pro forma basis at period-end, Norbord had unutilized liquidity of $500 million, comprised of $158 million in cash and cash equivalents, $242 million in revolving bank lines and $100 million undrawn under the accounts receivable securitization program upon increasing the program commitment subsequent to period-end (see Liquidity and Capital Resources section).

Under a new variable dividend policy (see Capitalization section), the Company's Board of Directors declared a dividend of CAD $0.60 per common share, payable on June 21, 2013 to shareholders of record on June 1, 2013.

SUMMARY Norbord recorded EBITDA of $111 million in the first quarter of 2013 - the Company's highest quarterly result in the past seven years. The US housing market recovery is gaining momentum. First quarter US housing starts and permits increased by 36% and 22%, respectively, compared to the same quarter last year. All other key housing metrics, including home prices, existing home sales and inventory of foreclosed homes, also improved. Against this backdrop, North American benchmark OSB average prices averaged their highest level in nine years. North Central benchmark OSB prices averaged $417 per thousand square feet (Msf) (7⁄16-inch basis) in the quarter, up 105% and 26% over the prior year and the prior quarter, respectively. Scheduled annual maintenance shuts at two mills, and the Company's decision to advance the restart of its Jefferson, Texas mill, in addition to higher key input prices, impacted both production costs and volumes in the quarter. Norbord’s European panel business continued to deliver consistently strong results. European panel shipment volumes and average panel prices both increased by 5% compared to the prior quarter.

Norbord recorded earnings of $67 million ($1.51 per basic share; $1.26 per diluted share) in the first quarter of 2013 compared to break-even earnings (nil per share) in the first quarter of 2012 and $38 million ($0.86 per basic share; $0.76 per diluted share) in the prior quarter. The earnings improvement is primarily attributable to higher North American EBITDA driven by stronger OSB prices.

Housing market activity, particularly in the US, influences OSB demand and pricing. With over 70% of the Company’s panel capacity located in North America, fluctuations in North American OSB demand and prices significantly affect Norbord’s results. In the first quarter of 2013, approximately half of Norbord’s OSB sales volume went to the new home construction sector. The other half went into repair and remodelling, light commercial construction and industrial applications. Management believes this distribution channel diversity provides opportunities to maximize profitability while limiting the Company’s relative exposure to the new home construction segment during periods of soft housing activity. As the US housing market recovery progresses, Norbord's shipment volume to the new home construction sector will continue to grow.

On the cost side, fluctuations in raw material input prices significantly impact operating costs. Resin, fibre and energy account for approximately 65% of Norbord's OSB cash production costs. The prices for these global commodities are determined by economic and market conditions. In the first quarter of 2013, prices of raw material inputs were higher compared to the same quarter last year and the prior quarter. As the US economic recovery accelerates, the Company expects upward pressure on input costs to continue. Norbord will continue to pursue aggressive Margin Improvement Program (MIP) initiatives to reduce raw material usages and improve productivity to offset potentially higher uncontrollable costs.

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Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

The long-term fundamentals that support North American housing and OSB demand such as new household formations and immigration are predicted to be strong. Norbord’s European operations are exposed to different market dynamics relative to the North American operations and this has provided meaningful market and geographic diversification for the Company. Combined with Norbord’s strong financial liquidity and solid customer partnerships, the Company is well positioned to benefit from the continuing recovery in housing markets.

Results of Operations

(US $ millions, except per share information, unless otherwise noted) Q1 Q4 Q1

2013 2012 2012

Return on capital employed (ROCE) 55% 33% 10% Return on equity (ROE) 60% 42% 0% Earnings 67 38 - Per Common Share Earnings Basic 1.51 0.86 - Diluted 1.26 0.76 - Sales 365 322 253 EBITDA 111 70 21 Depreciation 13 14 13 Investment in property, plant and equipment 12 13 3 Shipments (MMsf–3⁄8") North America 756 779 728 Europe 400 380 414 Indicative Average OSB Price North Central ($/Msf–7⁄16") 417 332 203 South East ($/Msf–7⁄16") 396 296 190 Europe (€/m3)1 265 259 261

1 European indicative average OSB price represents the gross delivered price to the largest Continental market. The Q1 2012 comparative has been restated to gross delivered price.

Total sales in the quarter were $365 million, compared to $322 million in the previous quarter and $253 million in the first quarter of 2012. Year-over-year, sales increased by $112 million or 44%. In North America, sales increased by 85% due to significantly higher OSB prices and higher shipment volumes. In Europe, sales decreased by 3% due to lower shipment volumes. Quarter-over-quarter, total sales increased by $43 million or 13%. In North America, sales increased by 21% due to significantly higher OSB prices offset partially by lower shipment volumes due to fewer fiscal days in the first quarter of 2013. In Europe, sales remained relatively flat as higher shipment volumes and panel prices were offset by the foreign exchange impact of a weaker Pound Sterling relative to the US dollar.

Markets North America is the principal market destination for Norbord’s products. North American OSB comprises 65% of Norbord’s panel shipments by volume. Therefore, results of operations are most affected by volatility in North American OSB prices and demand. Europe comprises 35% of shipments by volume. European panel prices are less volatile than North American prices and therefore, affect Norbord’s results to a lesser degree.

Norbord Focused on North American OSB Market

Panel Shipments(Year-to-Date Volume by Market)

North American

OSB65%

European Panels35%

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Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

In North America, first quarter US housing starts and permits were 36% and 22% higher, respectively, than the same quarter in 2012. More importantly for the OSB industry, US single family housing starts were 28% better versus last year. Further, the large public homebuilders are registering year-over-year increases of 35% to 60% in net orders and Norbord’s pro-dealer customers are experiencing similar increases in their own sales activity as they scale up to meet this improving demand. The March 2013 seasonally adjusted annualized rate of US housing starts was 1,036,000 supporting the consensus forecast from housing economists of 1.0 million starts in 2013. Despite this 28% forecast gain, total starts remain below the long-term average of 1.5 million.

Reflecting the increased demand from new home construction, North American OSB prices continued to rise across all regions in the first quarter. The North American North Central benchmark OSB price increased to $430 per Msf (7⁄16-inch basis) and averaged $417 per Msf for the quarter, more than double the same quarter last year and 26% higher than the prior quarter. In the South East region, where approximately 55% of Norbord’s North American capacity is located, prices averaged $396 per Msf in the first quarter, compared to $296 per Msf in the prior quarter and $190 per Msf during the same quarter last year.

In Europe, panel markets remain steady in spite of the challenging macroeconomic environment. In the first quarter, average panel prices improved 5% compared to the prior quarter and were 2% higher than the same quarter last year. OSB and particleboard markets performed the strongest, with prices up 6% and 7%, respectively, over the prior quarter and 2% and 4%, respectively, over the same quarter last year. The MDF market remained stable with prices 1% higher than both the prior quarter and same quarter last year.

Historically, the UK has been a net importer of panel products. For the past several years, the Pound Sterling has traded in a range relative to the Euro that has been advantageous to Norbord’s primarily UK-based operations as it has improved sales opportunities within the UK, slowed the flow of Continental European imports and supported Norbord’s export program into the Continent. The Pound Sterling traded between 1.14 and 1.23 against the Euro in the first quarter, a range that continued to benefit Norbord.

Operating Results

EBITDA (US $ millions) Q1 Q4 Q1

2013 2012 2012

North America $ 106 $ 67 $ 14 Europe 10 9 11 Unallocated (5) (6) (4) Total $ 111 $ 70 $ 21

Norbord generated EBITDA of $111 million in the first quarter of 2013 compared to $21 million in the first quarter of 2012 and $70 million in the fourth quarter of 2012. In both comparative periods, the EBITDA improvement is primarily driven by significantly higher North American OSB prices.

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Page 12: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Major components of the change in EBITDA versus comparative periods are summarized in the variance table below:

EBITDA variance (US $ millions)

Q1 2013 Q1 2013 vs. vs.

Q4 2012 Q1 2012

EBITDA – current period $ 111 $ 111 EBITDA – comparative period 70 21 Variance $ 41 $ 90

Mill nets1 51 97 Volume2 1 13 Key input prices3 (5) (7) Key input usage3 (2) - Mill profit share and bonus (2) (6) Other4 (2) (7) Total $ 41 $ 90

1 The mill nets variance represents the change in realized pricing across all products. Mill nets are calculated as sales (net of outbound freight costs) divided by shipment

volume. 2 The volume variance represents the impact of shipment volume changes across all products. 3 The key inputs include fibre, resin, wax and energy. 4 The Other category covers all remaining variances including labour and benefits, supplies and maintenance and the impact of foreign exchange.

North America North American operations generated EBITDA of $106 million in the first quarter of 2013 versus $14 million in the first quarter of 2012 and $67 million in the fourth quarter of 2012. Higher OSB prices more than offset higher resin and fibre prices, higher maintenance costs attributed to the timing of scheduled annual maintenance shuts, restart costs for the Jefferson, Texas mill and higher mill profit share and bonus attributed to the improved results.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) increased by 12% compared to the first quarter of 2012 and 8% compared to the fourth quarter of 2012. The higher unit cost was primarily driven by rising key input prices, particularly resin and fibre, which had a production cost impact of 5% and 2% per unit compared to the prior year and prior quarter, respectively. On a normalized basis, excluding the impact of higher input prices, the scheduled annual maintenance shuts and restart costs for the Jefferson, Texas mill, unit costs increased by 3% and 4%, respectively, compared to the prior year and prior quarter.

Norbord’s North American OSB mills produced at approximately 70% of estimated stated capacity in the first quarter of 2013 compared to approximately 65% in the first quarter of 2012 and 70% in the fourth quarter of 2012. Excluding the indefinitely curtailed mills, Norbord's operating mills produced at approximately 95% of estimated stated capacity in the first quarter of 2013 compared to 85% in the first quarter of 2012 and 95% in the fourth quarter of 2012. The year-over-year increase in capacity ran is primarily attributed to additional volume from the Company's operating mills offset partially by the decrease in volume due to the curtailment of the Val-d'Or, Quebec mill since July 2012.

As previously announced, in response to increased demand for OSB, the Company is working to restart its Jefferson, Texas mill by mid-2013. This mill represents 9% of Norbord's annual OSB capacity in North America. Production has been indefinitely suspended at the Jefferson, Texas and Huguley, Alabama mills since the first quarter of 2009, and at the Val-d'Or, Quebec mill since July 2012.

Norbord will continue to monitor market conditions, but does not currently expect to restart its mills in Huguley, Alabama or Val-d’Or, Quebec in 2013. These two mills represent 19% of Norbord's annual estimated stated capacity in North America.

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Page 13: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Europe European operations generated EBITDA of $10 million in the first quarter of 2013 versus $11 million in the first quarter of 2012 and $9 million in the fourth quarter of 2012. Higher panel prices offset higher resin, fibre and energy prices versus both comparative periods. Lower shipment volumes drove the year-over-year lower EBITDA, while higher shipment volumes drove the quarter-over-quarter EBITDA improvement.

Norbord’s European mills produced at approximately 100% of estimated stated capacity in the quarter compared to 95% in the first quarter of 2012 and 90% in the fourth quarter of 2012.

Margin Improvement Program (MIP) Margin improvement represents the Company’s single most important operating focus. The prices of resin, fibre and energy, which account for approximately 65% of Norbord’s OSB cash production costs, are determined by economic and market conditions and are, to a large degree, uncontrollable. These costs increased sharply over the five-year period preceding 2009 and resin prices, in particular, have risen in the past two years. The Company did not generate any gains from its MIP in the first quarter of 2013, the result of higher maintenance and labour costs and lower production, both due to the timing of scheduled annual maintenance shuts taken in the first quarter of 2013. The impact of these additional costs, measured relative to 2012 at constant prices and exchange rates, limited the impact that a richer added-value product mix had on first quarter results.

FINANCE COSTS, DEPRECIATION AND INCOME TAX

(US $ millions) Q1 Q4 Q1

2013 2012 2012

Finance costs $ 9 $ 9 $ 8 Depreciation 13 14 13 Income tax expense 22 9 -

Depreciation The Company uses the units-of-production depreciation method for its production equipment. The fluctuation in quarterly depreciation expense reflects relative changes in production levels by mill.

Income Tax An income tax expense of $22 million was recorded on a pre-tax income of $89 million in the first quarter of 2013. The effective tax rate differs from the statutory rate principally due to rate differences on foreign activities and fluctuations in relative currency values.

LIQUIDITY AND CAPITAL RESOURCES

(US $ millions, except per share information, unless otherwise noted) Q1 Q4 Q1

2013 2012 2012

Cash provided by (used for) operating activities $ 45 $ 86 $ (27) Cash provided by (used for) operating activities per share 1.01 1.98 (0.62) Operating working capital 101 50 71 Total working capital 259 178 135 Investment in property, plant and equipment 12 13 3 Net debt to capitalization, market basis 21% 32% 46% Net debt to capitalization, book basis 37% 43% 53%

On a pro forma basis at period-end, Norbord had unutilized liquidity of $500 million, comprised of $158 million in cash and cash equivalents, $242 million in revolving bank lines and $100 million undrawn under the accounts receivable securitization program and upon increasing in the program commitment subsequent to period-end.

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Page 14: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Revolving Bank Lines The Company has $245 million in committed revolving bank lines that mature in May 2015 and bear interest at money market rates plus a margin that varies with the Company’s credit rating. 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 2015 and 2017 senior secured notes.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21 million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, other comprehensive income movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible net worth was $488 million and net debt for financial covenant purposes was $285 million. Net debt to total capitalization, book basis, was 37%.

Senior Notes Due 2015 The Company's senior notes due in 2015 bear an interest rate of 6.25% and comprise two tranches. The first tranche consists of $165 million of senior secured notes that rank pari passu with the Company’s existing senior secured notes due in 2017 and committed revolving bank lines. The second tranche consists of $75 million of senior unsecured notes. Senior Secured Notes Due 2017 The Company’s senior secured notes due in 2017 bear an interest rate that varies with the Company’s credit ratings. In June 2012, Moody’s Investors Service upgraded the ratings on the Company’s senior secured debt from Ba3 to Ba2, and, accordingly, the interest rate on the 2017 notes decreased by 0.25% from 7.95% to 7.70% effective February 15, 2012.

At April 29, 2013, Norbord’s long-term debt and issuer ratings were:

DBRS Standard & Poor’s

Ratings Services Moody’s

Investors Service

Secured Notes BB BB- Ba2

Unsecured Notes B B+ B2

Issuer BB(low) BB- Ba3

Outlook Stable Stable Stable Accounts Receivable Securitization On April 26, 2013, the Company amended its accounts receivable securitization program with a third-party trust sponsored by a highly rated Canadian financial institution, increasing the program commitment by $15 million to $100 million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice. Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an asset. At period-end, Norbord had transferred but continued to recognize $141 million in accounts receivable and did not have any drawings on this 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 of drawings fluctuates with the level of accounts receivable transferred, timing of cash settlements and the Company’s cash requirements. The 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 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.

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Page 15: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Other Liquidity and Capital Resources Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued liabilities, was $101 million at period-end compared to $71 million in the prior year and $50 million in the prior quarter. The Company aims to continuously minimize the amount of capital held as operating working capital and takes actions to manage it at minimal levels.

Year-over-year, operating working capital increased by $30 million due to higher accounts receivable and inventory partially offset by higher accounts payable. Higher accounts receivable was primarily attributed to higher North American OSB prices. Higher inventory was primarily attributed to higher seasonal log inventory volumes in North America due to less curtailments in the current quarter compared to the prior year. Higher accounts payable was attributed to timing of payments and production curtailments taken in the comparative quarter.

Quarter-over-quarter, operating working capital increased $51 million primarily due to higher accounts receivable, higher inventory and lower accounts payable. Higher accounts receivable is primarily due to higher North American OSB prices and shipment volume. Higher inventory is the result of the annual seasonal log inventory build in North America. Lower accounts payable is primarily attributed to the timing of payments.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax receivable, was $259 million at the end of the first quarter of 2013 compared to $135 million in the prior year and $178 million at the end of the prior quarter. The increase versus both comparative periods is attributed to the seasonally higher operating working capital and higher cash and cash equivalents at the end of the first quarter of 2013.

Operating activities generated $45 million in cash ($1.01 per share) in the first quarter of 2013. Operating activities consumed $27 million in cash ($0.62 per share) in the first quarter of 2012 and generated $86 million in cash ($1.98 per share) in the prior quarter. The generation of cash versus the prior year is primarily a result of higher EBITDA results in the current quarter. The lower generation of cash versus the prior period is attributed to the seasonal increase in operating working capital in the first quarter of 2013 partially offset by higher EBITDA results in the current quarter.

INVESTMENTS AND DIVESTITURES Investment in Property, Plant and Equipment Investment in property, plant and equipment was $12 million in the first quarter of 2013 compared to $3 million in the first quarter of 2012 and $13 million in the prior quarter. The increase versus prior year is primarily attributable to the capital costs related to the preparation of the Jefferson, Texas mill for restart by mid-2013.

Norbord’s 2013 investment in property, plant and equipment is expected to be $70 million which will include essential capital projects of approximately $10 million to restart the Jefferson, Texas mill. The target also includes certain key strategic capital projects to improve production efficiency and reduce manufacturing costs at the North American mills. These investments will be funded with cash on hand, cash generated from operations and, if necessary, drawings under the Company’s accounts receivable securitization and committed revolving bank lines.

CAPITALIZATION At April 29, 2013, there were 52.8 million common shares outstanding. In addition, 1.7 million stock options were outstanding, of which approximately 58% were fully vested, and warrants to purchase 0.3 million common shares (on a cash exercise basis) were outstanding.

Amendment to Warrant Indenture As at December 31, 2012, the Company had 135.2 million common share purchase warrants outstanding, entitling holders to purchase 13.5 million common shares, at a price of CAD $13.60 per share, at any time prior to December 24, 2013. On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 to include a cashless exercise feature. This feature allows warrantholders to elect to exercise their warrants on a cashless basis, and receive common shares based on the in-the-money amount of their warrants. The Company's Board of

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Page 16: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Directors approved this amendment on the recommendation of an independent committee comprised of the five members of the audit committee. During the quarter, 131.3 million warrants were exercised on a cashless basis resulting in the issuance of 8.2 million common shares. As at April 29, 2013, 3.2 million warrants remain outstanding which entitle the holders to purchase 0.3 million common shares (on a cash exercise basis).

Dividends On April 29, 2013, the Company's Board of Directors approved a new variable dividend policy which targets the pay-out to shareholders of a portion of expected future cash flow through the cycle. Under this policy, the Board of Directors declared a quarterly dividend of $0.60 per common share, payable on June 21, 2013 to shareholders of record on June 1, 2013. For 2013, the dividend is targeted at CAD $0.60 per quarter, which amounts to an annualized dividend of CAD $2.40 per share.

The amount of future dividends under the Company's dividend policy, and the declaration and payment thereof, will be based upon the Company's financial position, results of operations, cash flow, capital requirements and restrictions under the Company's existing revolving bank lines, and, senior notes, among other factors, and shall be in compliance with applicable law. The Board of Directors retains the power to modify, suspend or cancel 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, there can be no assurance that dividends in the future will be equal or similar to the amount described above or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future.

OFF BALANCE SHEET ARRANGEMENTS The Company utilizes various derivative financial instruments to manage risk and make better use of capital. The fair values of these instruments are reflected on the Company’s balance sheet and are disclosed in note 11 to the condensed consolidated interim financial statements.

TRANSACTIONS WITH RELATED PARTIES In the normal course of operations, the Company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the interim consolidated financial statements. The following transactions have occurred between the Company and Brookfield during the normal course of business.

Warrants On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million common shares. As a result, Brookfield’s ownership increased from 52% to approximately 59% of common shares outstanding.

Secondary Offering On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to complete a secondary offering of Norbord’s common shares. Under the agreement, the syndicate agreed to purchase 3.3 million common shares at a purchase price of CAD $33.00 per common share. Brookfield offered 2.75 million shares and the Company’s senior management offered 0.55 million shares. Brookfield also granted the underwriters an over-allotment option to purchase up to an additional 0.5 million shares, which was exercised in full prior to the closing. On April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased to 53% of the common shares outstanding. Norbord did not receive any proceeds from the offering.

Other The Company provides certain administrative services to Brookfield which are charged on a cost recovery basis. In addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial, real estate and other business advisory services. In 2013, the fees for services rendered and cost of goods purchased were $2 million and were charged at market rates.

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Page 17: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

SELECTED QUARTERLY INFORMATION (US $ millions, except per share information, 2013 20121 2011 unless otherwise noted) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2

KEY PERFORMANCE METRICS Return on capital employed (ROCE) 55% 33% 32% 15% 10% 4% 6% 5% Return on equity (ROE) 60% 42% 34% 8% 0% -11% -1% 2% Cash provided by (used for) operating activities 45 86 52 25 (27) 31 (14) 3 Cash provided by (used for) operating activities per share 1.01 1.98 1.19 0.57 (0.62) 0.73 (0.32) 0.05

SALES AND EARNINGS Sales 365 322 302 272 253 229 242 241 EBITDA 111 70 66 31 21 9 12 10 Earnings 67 38 27 6 - (9) (1) 1

PER COMMON SHARE EARNINGS Basic 1.51 0.86 0.62 0.14 - (0.21) (0.02) 0.03 Diluted 1.26 0.76 0.59 0.14 - (0.21) (0.02) 0.03

KEY STATISTICS Shipments (MMsf–3⁄8") North America 756 779 799 805 728 695 747 721 Europe 400 380 396 384 414 372 373 400

Indicative Average OSB Price North Central ($/Msf–7⁄16") 417 332 313 235 203 190 184 173 South East ($/Msf–7⁄16") 396 296 274 204 190 166 169 162 Europe (€/m3)2 265 259 260 260 261 259 265 271

1 2012 figures have been restated for the adoption of the amendments to IAS 19. 2 European indicative average OSB price represents the gross delivered price to the largest Continental market. Prior period comparatives from Q2 2011 to Q1 2012 have

been restated to gross delivered price.

Quarterly results are impacted by seasonal factors such as weather and building activity. Market demand varies seasonally, as homebuilding activity and repair and renovation work – the principal end uses of Norbord’s products – are generally stronger in the spring and summer months. Adverse weather can also limit access to logging areas, which can affect the supply of fibre to Norbord’s operations. Shipment volumes and commodity prices are affected by these factors as well as by global supply and demand conditions.

Operating working capital is typically built up in the first quarter of the year due primarily to log inventory purchases in the Northern regions of North America and Europe. Logs are generally consumed in the spring and summer months. Prior to the second quarter of 2012, operating working capital also fluctuated based on the timing of coupon payments on the 2012 debentures and 2017 notes that normally fell in the first and third quarters. Starting in the third quarter of 2012, coupon payments on the 2015 notes, which refinanced the 2012 debentures, now fall in the second and fourth quarters.

The price of and demand for 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 price of and demand for OSB in North America. The Company estimates that the annualized impact on EBITDA of a $10 per Msf (7⁄16-inch basis) change in the North American OSB price, when operations are running at full capacity, is approximately $36 million ($0.81 per basic share pre-tax; $0.68 per diluted share pre-tax). Regional pricing variations, particularly in the Southern US, make the North Central benchmark price a useful, albeit imperfect, proxy for overall

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Page 18: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

North American OSB pricing. Similarly in Europe, regional pricing variations and product mix make the European OSB indicative price a useful, albeit imperfect, proxy for overall European OSB pricing. Further, competition 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 input costs, primarily resin, wax, energy and fibre. In 2010, commodity prices increased in the first half of the year and then levelled off for the remainder of the year. In 2011, resin prices and European fibre and energy prices were significantly higher than in 2010. In 2012, all input prices except North American energy increased compared to 2011. In 2013, as the US economic recovery picks up speed, upward pressure on input costs is expected to continue.

Norbord has relatively low exposure to the Canadian dollar due to a comparatively small manufacturing base in Canada, which comprises 12% of its panel production capacity. The Company estimates that the unfavourable impact of a one-cent (US) increase in the value of the Canadian dollar would negatively impact annual EBITDA by approximately $1 million when Norbord’s Canadian OSB mills operate at capacity.

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

Income taxes − In the second quarter of 2011, the Company recorded an income tax recovery of $7 million ($0.16 per share) related to the recognition of a non-recurring income tax benefit.

CHANGES IN ACCOUNTING STANDARDS (i) Employee Future Benefits In June 2011, the IASB amended IAS 19, Employee Benefits. The amended standard became effective for the Company on January 1, 2013, and the impact to the financial statements includes:

First, the requirement to immediately recognize actuarial gains and losses in other comprehensive income (OCI), as deferral of such gains and losses is no longer permitted. This amendment did not have any impact on the Company’s financial statements. Upon initial adoption of IFRS on January 1, 2011, the Company elected to immediately recognize actuarial gains and losses in OCI.

Second, the expected return on plan assets assumption used to calculate net pension expense is eliminated. Interest on the plan assets and accrued benefit obligation must be calculated using the same discount rate, combined and referred to as “net interest expense”. This amendment had a less than $1 million impact on the Statement of Earnings and is now recognized in finance costs.

Third, the requirement to estimate the proportion of members who will elect to receive a lump sum transfer from the pension plan in the future in determining the accrued benefit obligation. The impact of this amendment on the Company’s January 1, 2012 and December 31, 2012 Balance Sheets was a $1 million decrease to opening retained earnings, a $2 million increase to other liabilities and a $1 million decrease to deferred income taxes. (ii) Other Comprehensive Income In June 2011, the IASB amended IAS 1, Presentation of Financial Statements, to require the grouping together of OCI items that may be reclassified to the Statement of Earnings within OCI. The amendment became effective for the Company on January 1, 2013. The presentation of the Statement of Comprehensive Income has been amended accordingly.

(iii) Consolidation In May 2011, the IASB issued the following new standards:

• IFRS 10, Consolidated Financial Statements, which replaced SIC-12, Consolidation − Special Purpose Entities, and parts of IAS 27, Consolidated and Separate Financial Statements;

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Page 19: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

• IFRS 11, Joint Arrangements, which replaced IAS 31, Interests in Joint Ventures, and SIC-13, Jointly Controlled Entities − Non-monetary Contributions by Venturers; and

• IFRS 12, Disclosure of Interests in Other Entities. These new standards provide more guidance on the identification of entities and joint arrangements that should be included in the consolidated statements of a parent company, and also require additional disclosure of all forms of interests that an entity holds. The standards became effective for the Company on January 1, 2013 and did not have any impact on its financial statements.

(iv) Fair Value Measurement In May 2011, the IASB issued IFRS 13, Fair Value Measurement (IFRS 13), which provides a revised definition of fair value, establishes a framework for measuring fair value and sets out disclosure requirements for when fair value measurement is required or permitted under IFRS. IFRS 13 become effective for the Company on January 1, 2013 and did not have any impact on its financial statements. INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in the Company’s internal controls over financial reporting during the three months ended March 30, 2013 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

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. EBITDA is earnings determined in accordance with IFRS before finance costs, income tax, depreciation and amortization. As Norbord operates in a cyclical commodity business, Norbord interprets 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 EBITDA as a measure of gross profit and interprets EBITDA trends as indicators of relative operating performance.

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

(US $ millions) Q1 Q4 Q1

2013 2012 2012

Earnings $ 67 $ 38 $ - Add: Finance costs 9 9 8 Add: Depreciation 13 14 13 Add: Income tax expense 22 9 - EBITDA $ 111 $ 70 $ 21

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Page 20: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Operating working capital is accounts receivable plus inventory less accounts payable and accrued liabilities. Operating working capital is a measure of the investment in accounts receivable, inventory, accounts payable and accrued liabilities required to support operations. The Company aims to minimize its investment in operating working capital; however, the amount will vary with seasonality, and sales expansions and contractions.

(US $ millions) Mar 30 2013 Dec 31 2012 Mar 31 2012

Accounts receivable $ 152 $ 125 $ 126 Inventory 110 98 98 Accounts payable and accrued liabilities (161) (173) (153) Operating working capital $ 101 $ 50 $ 71

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

(US $ millions) Mar 30 2013 Dec 31 2012 Mar 31 2012

Operating working capital $ 101 $ 50 $ 71 Cash and cash equivalents 158 128 60 Tax receivable - - 4 Total working capital $ 259 $ 178 $ 135

Capital employed is the sum of property, plant and equipment, operating working capital, tax receivable and other assets less any unrealized balance sheet losses included in other liabilities. Capital employed is a measure of the total investment in a business in terms of property, plant and equipment, operating working capital, tax receivable and other assets.

(US $ millions) Mar 30 2013 Dec 31 2012 Mar 31 2012

Property, plant and equipment $ 755 $ 764 $ 782 Accounts receivable 152 125 126 Tax receivable - - 4 Inventory 110 98 98 Accounts payable and accrued liabilities (161) (173) (153) Other assets - - 1 Unrealized net investment hedge losses1 - - (1) Capital employed $ 856 $ 814 $ 857

1 Included in other liabilities.

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

ROE (return on equity) is earnings available to common shareholders divided by common shareholders’ equity. ROE is a measure that allows common shareholders to determine how effectively their invested capital is being employed. As Norbord operates in a cyclical commodity business, it looks at ROE over the cycle and targets top-quartile performance among North American forest products companies.

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Page 21: Norbord Inc. - J. Barrie Shineton President & CEO...Q1 2013 HIGHLIGHTS • Earnings of $1.26 per share (diluted) – versus break-even in Q1 2012 • EBITDA of $111 million – a fivefold

Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

Net debt is the principal value of long-term debt, including the current portion and bank advances, if any, less cash and cash equivalents. Net debt is a useful indicator of a company’s debt position. Net debt comprises:

(US $ millions) Mar 30 2013 Dec 31 2012 Mar 31 2012

Long-term debt, principal value $ 440 $ 440 $ 440 Less: Cash and cash equivalents (158) (128) (60) Net debt 282 312 380 Add: Letters of credit 3 3 3 Net debt for financial covenant purposes $ 285 $ 315 $ 383

Tangible net worth consists of shareholders’ equity. A minimum tangible net worth is one of two financial covenants contained in the Company’s committed bank lines. For financial covenant purposes, effective January 1, 2011, tangible net worth excludes all IFRS transitional adjustments and all movement in cumulative other comprehensive income subsequent to January 1, 2011.

(US $ millions) Mar 30 2013 Dec 31 20121 Mar 31 20121

Shareholders’ equity $ 447 $ 386 $ 306 Add: IFRS transitional adjustments 21 21 21 Add: Other comprehensive income movement2 20 15 17 Tangible net worth $ 488 $ 422 $ 344

1 Figures have not been restated for the adoption of the amendments to IAS 19. 2 Subsequent to January 1, 2011.

Net debt to capitalization, book basis, is net debt divided by the sum of net debt 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 divided by the sum of net debt and market capitalization. Market capitalization is the number of common shares outstanding at period-end multiplied by the trailing 12-month average per share market price. Net debt to capitalization, market basis, is a key measure of a company’s relative debt position and Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet. While the Company considers both book and market basis metrics, it believes the market basis to be superior to the book basis in measuring the true strength and flexibility of its balance sheet.

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Some of the statements included in this MD&A constitute forward-looking statements that are based on various assumptions and are subject to various risks. See the cautionary statement contained in the Forward-Looking Statements section.

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,” “does not expect,” “targets,” “outlook,” “plans,” “scheduled,” “estimates,” “forecasts,” “intends,” “aims,” “predicts,” “anticipates” or “does not anticipate” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norbord to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include, but are not limited to, comments with respect to: (1) outlook for the markets for products; (2) expectations regarding future product pricing; (3) outlook for operations; (4) expectations regarding mill capacity; (5) objectives; (6) strategies to achieve those objectives; (7) expected financial results including the expected results of the MIP; (8) sensitivity to changes in product prices, such as the price of OSB; (9) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (10) sensitivity to changes in foreign exchange rates; (11) expectations regarding income tax rates; (12) expectations regarding compliance with environmental regulations; (13) expectations regarding contingent liabilities and guarantees, including the outcome of pending litigation; and (14) expectations regarding the amount, timing and benefits of capital investments.

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to: (1) assumptions in connection with the economic and financial conditions in the US, Europe, Canada and globally; (2) risks inherent to product concentration; (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) various events that could disrupt operations, including natural events and ongoing relations with employees; (7) impact of changes to, or non-compliance with, environmental regulations; (8) impact of any product liability claims in excess of insurance coverage; (9) risks inherent to a capital intensive industry; (10) impact of future outcomes of certain tax exposures; and (11) effects of currency exposures and exchange rate fluctuations.

The above list of important factors affecting forward-looking information is not exhaustive. Additional factors are noted elsewhere, and reference should be made to the other risks discussed in filings with Canadian 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 March 1, 2013 Annual Information Form and the cautionary statement contained in the “Forward-Looking Statements” section of the 2012 Management’s Discussion and Analysis dated January 30, 2013.

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Consolidated Balance Sheets

(unaudited)

(US $ millions) Note Mar 30, 2013 Dec 31, 2012

(note 2(b))

Assets

Current assets

Cash and cash equivalents $ 158 $ 128

Accounts receivable 3 152 125

Inventory 4 110 98

420 351

Non-current assets

Property, plant and equipment 755 764

$ 1,175 $ 1,115

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable and accrued liabilities $ 161 $ 173

Non-current liabilities

Long-term debt 5 434 433

Other liabilities 6 38 42

Deferred income taxes 95 82

567 557

Shareholders’ equity 7 447 385

$ 1,175 $ 1,115

(See accompanying notes)

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Consolidated Statements of Earnings

(unaudited) Quarters ended Mar 30 and Mar 31 (US $ millions, except per share information) Note Q1 2013 Q1 2012

Sales $ 365 $ 253

Cost of sales (249) (228)

General and administrative expenses (5) (4)

Earnings before finance costs, income tax and depreciation 111 21

Finance costs (9) (8)

Earnings before income tax and depreciation 102 13

Depreciation (13) (13)

Income tax expense (22) -

Earnings $ 67 $ -

Earnings per common share 8

Basic $ 1.51 $ -

Diluted 1.26 -

(See accompanying notes)

Consolidated Statements of Comprehensive Income

(unaudited) Quarters ended Mar 30 and Mar 31 (US $ millions) Q3 2012 Q3 2011 Q1 2013 Q1 2012

Earnings $ (6) $ 11 $ 67 $ -

Other comprehensive income (loss), net of tax

Items that will not be reclassified to earnings

Actuarial gain on post-employment obligation 8 (10) 9 -

Items that may be reclassified subsequently to earnings

Foreign currency translation (loss) gain on foreign operations 2 (3) (14) 6

Net loss on hedge of net investment in foreign operations 1 1 - (1)

(14) 5

3 (2) (5) 5

Comprehensive income $ (3) $ 9 $ 62 $ 5

(See accompanying notes)

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Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) Quarters ended Mar 30 and Mar 31 (US $ millions) Note

Q1 2013

Q1 2012 (note 2(b))

Share capital

Balance, beginning of period $ 346 $ 340

Issue of common shares 7, 12 294 -

Balance, end of period $ 640 $ 340

Contributed surplus

Balance, beginning of period $ 44 $ 43

Stock-based compensation 7 - 1

Warrants and stock options exercised 7, 12 (35) -

Balance, end of period $ 9 $ 44

Retained earnings

Balance, beginning of period $ (10) $ (82)

Adoption of new accounting standard 2(b) (1) (1)

Adjusted balance, beginning of period (11) (83)

Earnings 67 -

Warrants exercised 7 (259) -

Other comprehensive income 9 -

Balance, end of period $ (194) $ (83)

Accumulated Other Comprehensive Income (Loss)

Balance, beginning of period $ 6 $ (1)

Other comprehensive (loss) income (14) 5

Balance, end of period 7 $ (8) $ 4

Shareholders' equity $ 447 $ 305

(See accompanying notes)

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Consolidated Statements of Cash Flows

(unaudited) Quarters ended Mar 30 and Mar 31 (US $ millions) Note Q1 2013 Q1 2012

CASH PROVIDED BY (USED FOR):

Operating Activities

Earnings $ 67 $ -

Items not affecting cash:

Depreciation 13 13

Deferred income tax 22 -

Other items 9 (2) 1

100 14

Net change in non-cash operating working capital balances 9 (55) (42)

Net change in tax receivable 9 - 1

45 (27)

Investing Activities

Investment in property, plant and equipment (15) (3)

Realized net investment hedge gain 11 - 3

(15) -

Financing Activities

Accounts receivable securitization proceeds - 4

Cash and Cash Equivalents

Increase (decrease) during the period 30 (23)

Balance, beginning of period 128 83

Balance, end of period 9 $ 158 $ 60

(See accompanying notes)

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Notes to the Consolidated Financial Statements (in US $, unless otherwise noted)

In these 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, a related party by virtue of a controlling

equity interest in the Company.

NOTE 1. NATURE AND DESCRIPTION OF THE COMPANY

Norbord is an international producer of wood-based panels with 13 plant locations in the United States, Europe and

Canada. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbols NBD and

NBD.WT. The Company is incorporated under the Canada Business Corporations Act and is headquartered in Toronto,

Ontario, Canada.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International

Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards

Board (IASB) on a basis consistent with the accounting policies the Company disclosed in its audited consolidated

financial statements as at, and for the year ended December 31, 2012. These interim financial statements should be read

in conjunction with the Company’s 2012 annual financial statements, which includes information necessary or useful to

understanding the Company’s business and financial statement presentation.

These financial statements were authorized for issuance by the Board of Directors of the Company on April 29, 2013.

(b) Changes in Accounting Standards

The Company has adopted the following new and amended standards effective January 1, 2013. These changes were

made in accordance with the applicable transitional provisions.

Employee Future Benefits

In June 2011, the IASB amended IAS 19, Employee Benefits. The amended standard became effective for the Company

on January 1, 2013 and the impact to the financial statements includes:

First, the requirement to immediately recognize actuarial gains and losses in other comprehensive income (OCI), as

deferral of such gains and losses is no longer permitted. This amendment did not have any impact on the Company’s

financial statements. Upon initial adoption of International Financial Reporting Standards on January 1, 2011, the

Company elected to immediately recognize actuarial gains and losses in OCI.

Second, the expected return on plan assets assumption used to calculate net pension expense is eliminated. Interest on

the plan assets and accrued benefit obligation must be calculated using the same discount rate, combined and referred

to as “net interest expense”. This amendment had a less than $1 million impact on the Statement of Earnings and is now

recognized in finance costs.

Third, the requirement to estimate the proportion of members who will elect to receive a lump sum transfer from the

pension plan in the future in determining the accrued benefit obligation. The impact of this amendment on the

Company’s January 1, 2012 and December 31, 2012 Balance Sheets was a $1 million decrease to opening retained

earnings, a $2 million increase to other liabilities and a $1 million decrease to deferred income taxes.

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Other Comprehensive Income

In June 2011, the IASB amended IAS 1, Presentation of Financial Statements, to require the grouping together of OCI

items that may be reclassified to the Statement of Earnings within OCI. The amendment became effective for the

Company on January 1, 2013. The presentation of the Statement of Comprehensive Income has been amended

accordingly.

Consolidation

In May 2011, the IASB issued the following new standards:

IFRS 10, Consolidated Financial Statements, which replaced SIC-12, Consolidation − Special Purpose

Entities, and parts of IAS 27, Consolidated and Separate Financial Statements;

IFRS 11, Joint Arrangements, which replaced IAS 31, Interests in Joint Ventures, and SIC-13, Jointly

Controlled Entities − Non-monetary Contributions by Venturers; and

IFRS 12, Disclosure of Interests in Other Entities.

These new standards provide more guidance on the identification of entities and joint arrangements that should be

included in the consolidated statements of a parent company, and also require additional disclosure of all forms of

interests that an entity holds. The standards became effective for the Company on January 1, 2013 and did not have any

impact on its financial statements.

Fair Value Measurement

In May 2011, the IASB issued IFRS 13, Fair Value Measurement (IFRS 13), which provides a revised definition of fair

value, establishes a framework for measuring fair value and sets out disclosure requirements for when fair value

measurement is required or permitted under IFRS. IFRS 13 become effective for the Company on January 1, 2013 and

did not have any impact on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

On April 26, 2013, the Company amended its accounts receivable securitization program with a third-party trust

sponsored by a highly rated Canadian financial institution, increasing the program commitment by $15 million to $100

million. The program is revolving and has an evergreen commitment subject to termination on 12 months’ notice.

Under the program, Norbord has transferred substantially all of its present and future trade accounts receivable to the

trust, on a fully serviced basis, for proceeds consisting of cash and deferred purchase price. However, the asset

derecognition criteria under IFRS have not been met and the transferred accounts receivable remain recorded as an

asset.

At period-end, Norbord had transferred but continued to recognize $141 million (December 31, 2012 – $112 million) in

accounts receivable and did not have any drawings (December 31, 2012 – nil) relating to this 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 of drawings fluctuates with the level of accounts receivable transferred, timing of

cash settlements and the Company’s cash requirements. Any drawings are presented as other long-term debt on the

balance sheet and are excluded from the net debt to capitalization calculation for financial covenant purposes (note 10).

The securitization program contains no financial covenants. However, the program is subject to minimum credit-rating

requirements. The Company must maintain a long-term issuer credit rating of at least single B (mid) or the equivalent.

As at April 29, 2013, Norbord’s ratings were BB (low) (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba3

(Moody’s Investors Service).

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NOTE 4. INVENTORY

(US $ millions) Mar 30, 2013 Dec 31, 2012

Raw materials $ 32 $ 25

Finished goods 44 40

Operating and maintenance supplies 34 33

$ 110 $ 98

At period-end, the provision to reflect inventories at the lower of cost and net realizable value was $1 million

(December 31, 2012 – $1 million).

The amount of inventory recognized as an expense was as follows:

(US $ millions) Q3

2012 Q3

2011

Q1 2013

Q1 2012

Cost of inventories $ (705) $ (681) $ 240 $ 220

Depreciation on property, plant and equipment (26) 13 13 13

$ (731) $ (668) $ 253 $ 233

NOTE 5. LONG-TERM DEBT

(US $ millions) Mar 30, 2013 Dec 31, 2012

Principal value

6.25% senior secured notes due 2015 $ 165 $ 165

6.25% senior unsecured notes due 2015 75 75

Senior secured notes due 2017 200 200

440 440

Debt issue costs (6) (7)

$ 434 $ 433

Revolving Bank Lines

The Company has $245 million in committed revolving bank lines that mature in May 2015 and bear interest at money

market rates plus a margin that varies with the Company’s credit rating. 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 2015 and 2017 senior secured notes.

At period-end, none of the revolving bank lines were drawn as cash, $3 million was utilized for letters of credit and

$242 million was available to support short-term liquidity requirements.

The bank lines contain two quarterly financial covenants: minimum tangible net worth of $250 million and maximum

net debt to total capitalization, book basis, of 65%. The IFRS transitional adjustments to shareholders’ equity of $21

million at January 1, 2011 are added back for the purposes of the tangible net worth calculation. In addition, OCI

movement subsequent to January 1, 2011 is excluded from the tangible net worth calculation. Net debt includes total

debt, principal value, less cash and cash equivalents plus letters of credit issued. At period-end, the Company’s tangible

net worth was $488 million and net debt for financial covenant purposes was $285 million. Net debt to total

capitalization was 37% on a book basis (note 10).

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NOTE 6. OTHER LIABILITIES

(US $ millions) Mar 30, 2013

Dec 31, 2012

(note 2(b))

Defined benefit pension obligation $ 29 $ 32

Accrued employee benefits 9 10

$ 38 $ 42

NOTE 7. SHAREHOLDERS’ EQUITY

Amendment to Warrant Indenture

As at December 31, 2012, the Company had 135.2 million common share purchase warrants outstanding, entitling

holders to purchase 13.5 million common shares, at a price of CAD $13.60 per share, at any time prior to December 24,

2013. On March 25, 2013, the Company amended certain terms of its Warrant Indenture dated December 24, 2008 to

include a cashless exercise feature. This feature allows warrantholders to elect to exercise their warrants on a cashless

basis, and receive common shares based on the in-the-money amount of their warrants. The Company's Board of

Directors approved this amendment on the recommendation of an independent committee comprised of the five

members of the audit committee. During the quarter, 131.3 million warrants were exercised on a cashless basis

resulting in the issuance of 8.2 million common shares. As at April 29, 2013, 3.2 million warrants remain outstanding

which entitle the holders to purchase 0.3 million common shares (on a cash exercise basis).

Stock Options

During the quarter, 0.1 million stock options were granted under the Company’s stock option plan. Earnings include

less than $1 million related to stock option expense. During the quarter, 0.1 million common shares were issued as a

result of options exercised under the stock option plan for proceeds of less than $1 million. Subsequent to the quarter,

0.55 million shares were issued as a result of stock options exercised under the stock option plan for proceeds of

$7 million (note 12).

Accumulated Other Comprehensive (Loss) Income

(US $ millions) Mar 30, 2013 Dec 31, 2012

Net loss on hedge of net investment in foreign operations $ (8) $ (8)

Foreign currency translation gain on foreign operations - 14

Accumulated other comprehensive (loss) income, net of tax $ (8) $ 6

NOTE 8. EARNINGS PER COMMON SHARE

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

2012 Q3

2011 Q1 2013 Q1 2012

Earnings available to common shareholders $ (6) $ 11 $ 67 $ -

Common shares (millions):

Weighted average number of common shares outstanding 43.6 43.6 44.5 43.6

Stock options1 0.6 - 1.2 -

Warrants1 1.6 - 7.3 -

Diluted number of common shares 45.8 43.6 53.0 43.6

Earnings per common share:

Basic $ (0.14) $ (0.02) $ 1.51 $ -

Diluted (0.14) (0.02) 1.26 - 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 and

warrants.

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NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION

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

(US $ millions) Q3

2012 Q3

2011 Q1 2013 Q1 2012

Cash used for:

Accounts receivable $ 9 $ 18 $ (27) $ (25)

Inventory 4 9 (10) (11)

Accounts payable and accrued liabilities (22) 8 (18) (6)

$ (9) $ 35 $ (55) $ (42)

Cash interest and income taxes comprise:

(US $ millions) Q3

2012 Q3

2011 Q1 2013 Q1 2012

Cash interest paid $ 8 $ 1 $ 8 $ 16

Cash income taxes (received), net - 2 - (1)

Cash and cash equivalents comprises:

(US $ millions) Mar 30, 2013 Mar 31, 2012

Cash $ 95 $ 60

Cash equivalents 63 -

$ 158 $ 60

NOTE 10. CAPITAL MANAGEMENT

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

(US $ millions) Note Mar 30, 2013 Dec 31, 20121

Long-term debt, principal value 5 $ 440 $ 440

Less: Cash and cash equivalents (158) (128)

Net debt 282 312

Add: Letters of credit 3 3

Net debt for financial covenant purposes 285 315

Shareholders' equity 447 386

Add: IFRS transitional adjustments 5 21 21

Less: Other comprehensive income movement2 20 15

Tangible net worth for financial covenant purposes 488 422

Total capitalization $ 773 $ 737

Net debt to capitalization, book basis 37% 43%

Net debt to capitalization, market basis 21% 32% 1 Figures have not been restated for the adoption of the amendments to IAS 19 (note 2(b)).

2 Cumulative subsequent to January 1, 2011 (note 5).

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NOTE 11. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

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

Mar 30, 2013

Dec 31, 2012

(note 2(b))

(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 $ 158 $ 158 $ 128 $ 128

Accounts receivable Loans and receivables 152 152 125 125

$ 310 $ 310 $ 253 $ 253

Financial liabilities:

Accounts payable and accrued liabilities Other financial liabilities $ 161 $ 161 $ 173 $ 173

Long-term debt Other financial liabilities 434 482 433 471

Other liabilities Other financial liabilities 38 38 42 42

$ 633 $ 681 $ 648 $ 686

Derivative Financial Instruments

Information about derivative financial instruments was as follows:

Mar 30, 2013 Dec 31, 2012

(US $ millions, unless otherwise noted) Notional

Value

Unrealized Gain at

Period-End1

Notional Value

Unrealized Gain at

Period-End1

Currency hedges:

Monetary position

Canadian dollar CAD $6 $ - CAD $43 $ -

Cash flow

Euro € 85 - € 40 - 1 The carrying values of the derivative financial instruments are equivalent to the unrealized gain at period-end.

The realized gains on the Company’s matured currency hedges were:

(US $ millions) 2012 2011 Q1 2013 Q1 2012

Net investment

Belgium $ - $ (2) $ - $ 2

UK (2) 1 - 1

Monetary position

Canadian Dollar 3 (1) - 1

Realized gain, net $ 1 $ (2) $ - $ 4

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.

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NOTE 12. RELATED PARTY TRANSACTIONS

In the normal course of operations, the Company enters into various transactions on market terms with related parties

which have been measured at exchange value and recognized in the consolidated financial statements. The following

transactions have occurred between the Company and its related parties during the normal course of business.

Warrants

On March 25, 2013, Brookfield exercised all of its warrants on a cashless basis and received an additional 8.2 million

common shares (note 7). As a result, Brookfield’s ownership increased from 52% to approximately 59% of common

shares outstanding.

Secondary Offering

On March 25, 2013, Brookfield and the Company entered into an agreement with a syndicate of investment dealers to

complete a secondary offering of Norbord’s common shares. Under the agreement, the syndicate agreed to purchase 3.3

million common shares at a purchase price of CAD $33.00 per common share. Brookfield offered 2.75 million shares

and the Company’s senior management offered 0.55 million shares. Brookfield also granted the underwriters an over-

allotment option to purchase up to an additional 0.5 million shares, which was exercised in full prior to the closing. On

April 16, 2013, upon closing of the secondary offering, Brookfield’s ownership decreased to 53% of the common

shares outstanding. Norbord did not receive any proceeds from the offering.

Other

The Company provided certain administrative services to Brookfield which were charged on a cost recovery basis. In

addition, the Company periodically purchases goods from or engages the services of Brookfield for various financial,

real estate and other business advisory services. During the quarter, the fees for services rendered and the cost of goods

purchased were $2 million (2012 – $1 million) and were charged at market rates.

NOTE 13. GEOGRAPHIC SEGMENTS

The Company has a single reportable segment. The Company operates principally in North America and Europe. Sales

by geographic segment are determined based on the origin of shipment and therefore include export sales.

Q1 2013

(US $ millions) North America Europe Unallocated Total

Sales $ 251 $ 114 $ - $ 365

EBITDA1 106 10 (5) 111

Depreciation 8 5 - 13

Investment in property, plant and equipment 11 1 - 12

Property, plant and equipment 634 121 - 755

Q1 2012

(US $ millions) North America Europe Unallocated Total

Sales $ 135 $ 118 $ - $ 253

EBITDA1 14 11 (4) 21

Depreciation 8 5 - 13

Investment in property, plant and equipment 3 - - 3

Property, plant and equipment2 631 133 - 764 1 EBITDA is earnings before finance costs, income tax and depreciation.

2 Balance as at December 31, 2012.

33