November 1, 2013€¦ · TORONTO, ON (November 1, 2013) – Norbord Inc. (TSX: NBD, NBD.WT) today...

November 1, 2013

To Our Shareholders,

I’m pleased with our third quarter results considering the scale of the North American

OSB price correction that occurred from April to September this year. Norbord

generated earnings of $0.51 per share on EBITDA of $45 million, in spite of average

benchmark prices that were 27% lower than the previous quarter and 40% lower than the

first quarter.

In North America, benchmark North Central OSB prices stabilized in August and

averaged $252 per Msf for the quarter. However, in the South East where more than half

of our capacity is located, prices continued to drift lower before bottoming in September,

resulting in a $207 per Msf average. This wider than usual regional price spread reflects

ongoing capacity restarts and the uneven pace of the housing recovery in the South East.

In Europe, our panel business delivered another solid result. It is now clear that the UK

housing market is gaining real traction, much like we saw with the US housing sector a

year ago. New home starts in the UK are up 25% year-to-date as the various government

initiatives supporting homebuyers are having the intended positive effect. Panel markets

are reflecting this recovering housing trend, with demand and prices strengthening

steadily over the past 18 months. All our plants are running at capacity and I am

optimistic that our European financial performance will improve again next year.

Lately there have been some mixed reports on US housing in the media. Housing

economists have been lowering their 2013 forecasts from around 1.0 million starts earlier

in the year to just under 950,000 today. And the larger public home builders are

conceding that they may have pushed house prices a bit too hard in the early part of the

year, justified by their concerns over lot availability and labour shortages. However, our

view remains unchanged – we are in the early stages of a robust housing recovery that is

now well entrenched. Even at the current consensus forecasts, this year’s housing starts

are still 20% better than last year.

Looking ahead to the fourth quarter, OSB demand from Norbord’s three key customer

segments remains strong. Sales to our big box, pro-dealer and industrial end-users are

tracking 15-20% higher than last year. Our mill inventories remain at targeted low levels

and we have temporarily moved to full shifting at our recently restarted Jefferson, Texas

mill to keep up with our lengthy order file. I expect the price volatility and larger than

normal regional price spreads that we’ve experienced this year to continue into next year.

But overall, I believe the improving US economy and a growing US housing shortage

will further increase the demand for OSB, resulting in firmer prices than we are seeing

today.

J. Barrie Shineton

President & CEO

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Our Jefferson, Texas mill that restarted in June has ramped up well. And early next year,

we will begin rebuilding the press line at our Huguley, Alabama mill to prepare it for

restart in the first half of 2015. As I’ve said before, the scope of the work at Huguley will

require a larger capital investment and longer timeline than at Jefferson. We have not

made a final decision about the timing of a Huguley restart and will continue to assess

market conditions. A restart date will only be set when it is sufficiently clear to us that

Norbord’s customers require more product.

Finally, our Board declared a third quarterly dividend of CAD $0.60 per share. We

continue to take questions about our new dividend policy, so let me expand on what I

said last quarter. Norbord’s dividend will reflect the cyclicality, not the seasonality, of

our business. In other words, it is not our intention to vary the dividend quarter to quarter

as OSB prices and our free cash flow fluctuate. We do intend to continue paying a

substantial dividend during the strong part of the cycle. However, we also recognize we

may have to reduce the level of our dividend during the weaker part of the cycle.

I believe the unfolding US and European housing recoveries will drive strong cash

generation at Norbord for several more years. In addition to returning some of this cash

to our shareholders and reinvesting in high-return mill projects, we are continuing to

explore opportunities to optimize the debt on our balance sheet. With strong operating

cash flow and $580 million in cash and standby liquidity, Norbord is well positioned to

fund our capital allocation priorities for the foreseeable future.

I look forward to reporting our full year results in January.

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,” “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 Q3 2013 Management’s Discussion and Analysis dated October 31, 2013.

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News Release

NORBORD REPORTS THIRD QUARTER 2013 RESULTS

Note: Financial references in US dollars unless otherwise indicated .

Q3 2013 HIGHLIGHTS

Earnings per share of $0.50 diluted ($0.51 basic)

EBITDA of $45 million

North American shipment volumes to new home construction sector increased 25% year-to-

date – reflecting the continuing US housing recovery

European markets continue to strengthen – OSB, particleboard prices up 8% year-over-year

Declared quarterly dividend of CAD $0.60 per share

TORONTO, ON (November 1, 2013) – Norbord Inc. (TSX: NBD, NBD.WT) today reported EBITDA of

$45 million in the third quarter of 2013, compared to $66 million in the same quarter last year and $102

million in the second quarter of 2013. North American operations generated EBITDA of $36 million in

the quarter versus $58 million last year and $92 million in the prior quarter. European operations

generated EBITDA of $12 million in both the third and second quarters of 2013 versus $10 million in the

third quarter last year.

Norbord recorded $27 million of earnings ($0.50 per share diluted) in the third quarter of 2013 compared

to $27 million ($0.59 per share diluted) in the same quarter last year and $53 million ($0.99 per share

diluted) in the prior quarter. Earnings this quarter include a $9 million ($0.17 per share diluted) one-time

non-recurring income tax recovery.

“I am pleased with our third quarter result in spite of the volatile OSB pricing we’ve experienced in North

America this year,” said Barrie Shineton, President and CEO. “Prices have adjusted by 45% since the

spring, yet even at today’s more moderate levels, we continue to generate attractive free cash flow. OSB

prices bottomed in September and we are now seeing a gradual, positive improvement that I believe will

continue into the fourth quarter. Demand from our customers remains strong, their inventories are lean

and Norbord has a healthy four-week order file.”

“In Europe, panel markets continued to strengthen, particularly OSB, and our plants are running at

capacity. It is clear that the housing recovery is now well entrenched in our core UK and German

markets.”

“Finally, I’m also pleased the Board has declared another quarterly dividend, reflecting our continuing

favourable outlook for US and European housing and strong OSB industry fundamentals.”

Market Conditions

August year-to-date US housing starts and permits were 23% and 21% higher, respectively, than the same

period last year. US housing economists are in the process of adjusting their forecasts for the year and

consensus is now just under 950,000 starts for 2013. While this is marginally lower than their earlier

indications of 1.0 million starts, it is still a 20% increase over last year.

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After a significant correction earlier in the year, North American North Central OSB prices were

relatively stable in the third quarter, while South East prices drifted further in August. The North Central

benchmark averaged $252 per thousand square feet (Msf) (7⁄16-inch basis) for the quarter, compared to

$347 per Msf in the previous quarter and $313 per Msf in the same quarter last year. In the South East

region, where approximately 55% of Norbord’s North American capacity is located, benchmark prices

averaged $207 per Msf in the third quarter, compared to $313 per Msf in the prior quarter and $274 per

Msf in the same quarter last year. The wider than usual price spread reflects both the impact of OSB

industry restart activity in the South East and the comparatively slower pace of the housing recovery in

that region.

Third quarter European average panel prices were 7% higher than the same quarter last year and 2%

better than the prior quarter. OSB and particleboard markets continued to perform well, with prices for

both products up 8% over the same quarter last year. OSB and particleboard prices increased 3% and 2%,

respectively, versus the prior quarter. MDF prices improved by 4% versus the same period a year ago and

were relatively unchanged from the second quarter.

Performance

In North America, Norbord’s third quarter OSB shipment volumes increased 11% year-over-year and 9%

quarter-over-quarter due to improved mill operating performance and the ramp-up of the Jefferson, Texas

mill. Norbord’s OSB mills produced at approximately 80% of installed capacity, compared to 75% in the

prior quarter and 70% in the same quarter last year.

Excluding the two mothballed mills, Norbord produced at approximately 100% of stated capacity

compared to 105% in the prior quarter and unchanged from a year ago. Both comparative quarters

exclude the Jefferson mill which started up at the end of June 2013 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 2014.

Norbord’s North American OSB cash production costs per unit (excluding mill profit share) increased by

8% year-over-year. Excluding the impact of higher raw material prices and Jefferson restart costs, unit

costs increased by just 4% compared to the prior year. The remaining increase in unit costs was driven

primarily by higher supplies and maintenance costs. Quarter-over-quarter, unit costs decreased by 4%,

the result of lower supplies and maintenance costs, higher production volumes and reduced restart costs

for the Jefferson mill.

In Europe, panel shipments were flat year-over-year. Total shipments, including flat-pack furniture, were

3% lower than the same quarter last year and 5% lower than the prior quarter reflecting the usual summer

slowdown. Norbord’s European panel mills produced at approximately 95% of capacity in the third

quarters of both 2013 and 2012, compared to 100% in the prior quarter.

Norbord’s mills continue to deliver positive results from the Company’s Margin Improvement Program

(MIP). However, the benefits of improved productivity and a richer added-value product mix were offset

by higher supplies and maintenance costs.

Capital investments totaled $45 million year-to-date, $32 million higher than last year. The increase is

primarily due to capital spending for the Jefferson mill restart that was completed in June 2013.

Norbord’s 2013 capital expenditures are targeted at $70 million, including approximately $16 million for

Jefferson, versus $26 million in 2012.

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Operating working capital was $66 million compared to $77 million at the end of the same quarter last

year and $86 million in the prior quarter. The decrease versus both comparative quarters is primarily due

to the timing of payments on accounts payable.

At quarter-end, Norbord had unutilized liquidity of $580 million, including $239 million of cash. The

Company’s tangible net worth was $519 million and net debt to total capitalization on a book basis was

28%, well within bank covenants.

Dividend

The Board of Directors declared a quarterly dividend of CAD $0.60 per common share, payable on

December 21, 2013 to shareholders of record on December 1, 2013.

Additional Information

Norbord’s Q3 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 Friday, November 1, 2013

at 11:00 a.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 December 1, 2013 by dialing 1-888-203-1112 or 647-436-0148. The

passcode is 9776176. 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.

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http://www.norbord.com/

http://www.newswire.ca/

Although Norbord believes it has a reasonable basis for making these forward-looking statements, readers are cautioned not to place undue

reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements

will not occur. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements

include: 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 Q3 2013

Management’s Discussion and Analysis dated October 31, 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.

OCTOBER 31, 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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Norbord’s financial goal is to achieve top quartile ROE and 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. At period-end, Norbord had unutilized liquidity of

$580 million, comprised of $239 million in cash and cash equivalents, $241 million in unutilized revolving bank lines

and $100 million undrawn under the accounts receivable securitization program.

SUMMARY

OSB price volatility continued as the market adjusts to the improving pace of the US housing recovery. August year-to-

date housing starts and permits increased by 23% and 21%, respectively, compared to the same period last year.

Norbord recorded EBITDA of $45 million in the third quarter, down $21 million compared to the same quarter last

year and down $57 million compared to the prior quarter. While North Central benchmark OSB prices were relatively

stable in the third quarter, in the South East where the majority of Norbord's OSB assets are located, the benchmark

price trended down further in August resulting in an average discount to North Central of $45 per thousand square feet

(Msf) (7⁄16-inch basis). The wider than usual price spread reflects both the impact of OSB industry restart activity in the

South East and the comparatively slower pace of the housing recovery in that region. North Central benchmark OSB

prices averaged $252 per Msf in the quarter, down 19% over the prior year and 27% over the prior quarter. South East

benchmark OSB prices averaged $207 per Msf in the quarter, down 24% over the same quarter last year and 34% over

the prior quarter. On a year-to-date basis, both North Central and South East average benchmark prices are up 36% and

37%, respectively, compared to 2012. In Europe, Norbord's panel business delivered another strong quarter of results,

benefiting from the improving trends in the UK and German housing markets. Average panel prices were 7% higher

than the same quarter last year and 2% higher than the prior quarter.

Norbord recorded earnings of $27 million ($0.51 per basic share; $0.50 per diluted share) in the third quarter of 2013

compared to earnings of $27 million ($0.62 per basic share; $0.59 per diluted share) in the third quarter of 2012 and

earnings of $53 million ($1.00 per basic share; $0.99 per diluted share) in the prior quarter. Earnings were flat year-

over-year and decreased $26 million quarter-over-quarter as lower North American OSB prices were offset by a lower

tax expense. Earnings in the third quarter of 2013 include a $9 million ($0.17 per basic and diluted share) non-recurring

income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously

expensed as well as a reduction in substantively enacted tax rates in the UK. Year-to-date, Norbord recorded earnings

of $147 million ($2.93 per basic share; $2.76 per diluted share) compared to earnings of $33 million ($0.76 per basic

share; $0.75 per diluted share) in the prior year. The earnings improvement of $114 million is primarily driven by

stronger average North American 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. Year-to-date, approximately 50% of Norbord’s OSB sales volume went to the new home

construction sector compared to 45% in the prior year. The remainder 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 three quarters of 2013, prices of raw material inputs were

higher than the same period last year but are expected to moderate in the fourth quarter. 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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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)

Q3 Q2 Q3 9 mos 9 mos

2013 2013 20121 2013 20121

Return on capital employed (ROCE) 21% 48% 32% 42% 19%

Return on equity (ROE) 21% 46% 34% 45% 14%

Earnings 27 53 27 147 33

Per Common Share Earnings

Basic 0.51 1.00 0.62 2.93 0.76

Diluted 0.50 0.99 0.59 2.76 0.75

Sales 311 365 302 1,041 827

EBITDA 45 102 66 258 118

Depreciation 14 15 13 42 39

Investment in property, plant and equipment 15 18 6 45 13

Shipments (MMsf–3⁄8")

North America 886 810 799 2,452 2,332

Europe 386 406 396 1,192 1,194

Indicative Average OSB Price

North Central ($/Msf–7⁄16") 252 347 313 339 250

South East ($/Msf–7⁄16") 207 313 274 306 223

Europe (€/m3)

2 278 273 260 272 260

1 Figures have been restated for the adoption of the amendments to IAS 19 (see Changes in Accounting Standards section).

2 European indicative average OSB price represents the gross delivered price to the largest Continental market.

Total sales in the third quarter of 2013 were $311 million, compared to $365 million in the prior quarter and

$302 million in the third quarter of 2012. Quarter-over-quarter, total sales decreased by $54 million or 15% of which

North America represented 14% and Europe represented 1%. In North America, a 9% increase in shipment volumes

was more than offset by lower OSB prices. In Europe, higher panel prices were offset by a 5% seasonal decrease in

shipment volumes. Year-over-year, total sales increased by $9 million or 3% of which North America represented 1%

and Europe represented 2%. In North America, an 11% increase in shipment volumes was partially offset by lower

OSB prices. In Europe, higher average panel prices were partially offset by lower shipment volumes. Year-to-date, total

sales increased by $214 million or 26% primarily attributed to significantly higher average North American OSB prices

and 5% higher North American shipment volumes.

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Markets

North America is the principal market destination for

Norbord’s products. North American OSB comprised

67% of Norbord’s panel shipments by volume year-

to-date. Therefore, results of operations are most

affected by volatility in North American OSB prices

and demand. Europe comprised 33% of total

shipments by volume year-to-date. 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

(YTD Volume by Market)

European

Panels

33%

North

American

OSB

67%

In North America, August year-to-date US housing starts and permits were 23% and 21% higher, respectively, than the

same period in 2012. US housing economists are in the process of adjusting their forecasts for the year and consensus

now sits at just under 950,000 starts for 2013. While this is marginally lower than their earlier indications of 1.0 million

starts, it is still a 20% increase over last year. Despite these notable gains, total starts remain below the long-term

average of 1.5 million.

After a significant correction earlier in the year, North Central benchmark OSB prices were relatively stable in the third

quarter, while South East prices trended down further in August. The North Central benchmark averaged $252 per Msf

for the quarter, compared to $347 per Msf in the previous quarter and $313 per Msf in the same quarter last year. In the

South East region, where approximately 55% of Norbord’s North American capacity is located, benchmark prices

averaged $207 per Msf in the third quarter, compared to $313 per Msf in the prior quarter and $274 per Msf in the same

quarter last year. The wider than usual price spread reflects both the impact of OSB industry restart activity in the

South East and the comparatively slower pace of the housing recovery in that region.

It is important to note that approximately one-half of Norbord’s year-to-date OSB sales volume went into the new

home construction sector, while the other half went into repair and remodelling, light commercial construction and

industrial applications. Management believes that 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. Management expects the Company’s sales volume to the new home construction sector will

continue to grow as US housing recovers to more normal levels.

In Europe, panel markets remained strong and the UK housing market started to show signs of a more meaningful

recovery. In the third quarter, average panel prices were 7% higher than the same quarter last year and 2% better than

the prior quarter. OSB and particleboard markets continue to perform well, with prices for both products up 8% over

the same quarter last year. OSB and particleboard prices increased 3% and 2%, respectively, versus the prior quarter.

MDF prices improved by 4% versus the same period a year ago and were relatively unchanged from the second quarter.

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 1.20 against the Euro in the

third quarter, a range that continued to benefit Norbord.

Operating Results

EBITDA (US $ millions)


2013 2013 2012 2013 2012

North America $ 36 $ 92 $ 58 $ 234 $ 98

Europe 12 12 10 34 30

Unallocated (3) (2) (2) (10) (10)

Total $ 45 $ 102 $ 66 $ 258 $ 118

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Norbord generated EBITDA of $45 million in the third quarter of 2013 compared to $102 million in the prior quarter

and $66 million in the third quarter of 2012. Year-to-date, the Company generated EBITDA of $258 million compared

to $118 million in the prior year. Quarter-over-quarter, the EBITDA decrease was primarily driven by lower North

American OSB prices partially offset by higher shipment volumes. Year-over-year, the EBITDA decrease was

primarily driven by lower North American OSB prices. Year-to-date, the EBITDA increase was primarily driven by

significantly higher average North American OSB prices.

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

EBITDA variance (US $ millions)

Q3 2013 Q3 2013 9 mos 2013

vs. vs. vs.

Q2 2013 Q3 2012 9 mos 2012

EBITDA – current period $ 45 $ 45 $ 258

EBITDA – comparative period 102 66 118

Variance $ (57) $ (21) $ 140

Mill nets1

(68) (12) 175

Volume2

6 4 21

Key input prices3

- (6) (22)

Key input usage3

2 - (3)

Mill profit share and bonus 3 1 (8)

Other4

- (8) (23)

Total $ (57) $ (21) $ 140 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 $36 million in the third quarter of 2013 versus $58 million in the

third quarter of 2012. The decrease is attributed to lower OSB prices and higher resin and fibre prices partially offset

by higher shipment volumes. Year-to-date, North American operations generated EBITDA of $234 million in 2013

versus $98 million in 2012. Higher OSB prices and shipment volumes more than offset higher resin and fibre prices,

higher profit share costs attributed to the improved results, higher supplies and maintenance costs attributed to the

timing of scheduled annual shuts, and non-recurring restart costs for the Jefferson, Texas mill. Average North Central

OSB benchmark prices in the third quarter decreased by 19% or $61 per Msf versus the same quarter last year while

average South East OSB benchmark prices decreased by 24% or $67 per Msf. Year-to-date, average North Central

OSB benchmark prices increased by 36% or $89 per Msf versus the prior year while average South East OSB

benchmark prices were up 37% or $83 per Msf.

Year-over-year, Norbord’s North American OSB cash production costs per unit (excluding mill profit share) increased

by 8% driven by both higher resin and fibre prices and non-recurring restart costs for the Jefferson, Texas mill, which

combined had a 4% unit cost impact compared to the same quarter last year. On a normalized basis, excluding the

impact of higher input prices and non-recurring restart costs for the Jefferson, Texas mill, unit costs increased by 4%

compared to the same quarter last year. Year-to-date, Norbord’s North American OSB cash production costs per unit

(excluding mill profit share) increased by 10% compared to last year. On a normalized basis, excluding the impact of

higher input prices and non-recurring restart costs for the Jefferson, Texas mill, unit costs increased by 4% compared to

the prior year. The higher normalized production cost both year-over-year and year-to-date is primarily attributed to

higher supplies and maintenance costs.

Quarter-over-quarter, North American operations generated EBITDA of $36 million in the third quarter of 2013 versus

$92 million in the prior quarter. The quarter-over-quarter decrease was primarily driven by lower North American OSB

prices partially offset by higher shipment volumes. Average North Central OSB benchmark prices decreased by 27% or

11


$95 per Msf while average South East OSB benchmark prices were down 34% or $106 per Msf versus the prior

quarter. Norbord’s North American OSB cash production costs per unit (excluding mill profit share) decreased by 4%

compared to the prior quarter due to lower supplies and maintenance costs, higher production volumes and reduced

restart costs for the Jefferson, Texas mill.

Norbord’s North American OSB mills produced at approximately 80% of estimated capacity in the third quarter of

2013 compared to 75% in the prior quarter and 70% in the third quarter of 2012. Excluding the indefinitely curtailed

mills (Huguley, Alabama and Val-d’Or, Quebec), Norbord's operating mills produced at approximately 100% of

estimated capacity in the third quarter of 2013. This compares to 105% in the prior quarter and 100% in the third

quarter of 2012. Both these periods exclude the impact of the Jefferson, Texas mill which started up at the end of June

2013 and represents 9% of Norbord's annual OSB capacity in North America. The 5% quarter-over-quarter decrease in

capacity utilization is primarily attributed to the inclusion of the Jefferson, Texas mill's capacity in the third quarter

while it was still ramping up.

Production has been indefinitely suspended at the Huguley, Alabama mill 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 either mill in 2014. Early next year, Norbord will begin rebuilding the press line at the Huguley mill to

prepare it for restart in the first half of 2015. A final decision about the timing of a Huguley restart has not been made.

A restart date will only be set when it is sufficiently clear that Norbord’s customers require more product. These two

mills represent 19% of Norbord's annual estimated capacity in North America.

Europe

European operations generated EBITDA of $12 million in the third quarter of 2013 versus $10 million in the third

quarter of 2012. The increase was primarily driven by higher average panel prices. Year-to-date, European operations

generated EBITDA of $34 million in 2013 versus $30 million in 2012, as higher average panel prices more than offset

the impact of higher energy and resin prices.

Quarter-over-quarter, European EBITDA remained flat at $12 million in both the third and second quarters of 2013.

The benefit of lower resin prices and higher average panel prices were offset by seasonally lower shipment volumes

and higher supplies and maintenance costs.

Norbord’s European mills produced at approximately 95% of estimated capacity in the third quarter of 2013 compared

to 100% in the prior quarter and 95% in the third 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 continued to rise in the past three years. Norbord's mills

continue to deliver positive results from MIP. However, the benefits of improved productivity and a richer added-value

product mix, measured relative to 2012 at constant prices and exchange rates, were more than offset by the impact of

higher supplies and maintenance costs on year-to-date results.

FINANCE COSTS, DEPRECIATION AND INCOME TAX

(US $ millions)


2013 2013 20121 2013 20121

Finance costs $ 9 $ 9 $ 11 $ 27 $ 28

Depreciation 14 15 13 42 39

Income tax (recovery) expense (5) 25 15 42 18


12


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 recovery of $5 million was recorded on pre-tax income of $22 million in the third quarter of 2013.

Year-to-date, an income tax expense of $42 million was recorded on pre-tax income of $189 million. The effective tax

rate differs from the statutory rate principally due to rate differences on foreign activities and fluctuations in relative

currency values. Included in the third quarter of 2013 is a $9 million ($0.17 per basic and diluted share) non-recurring

income tax recovery as a result of the recognition and utilization of certain tax attributes that offset taxes previously

expensed as well as a reduction in substantively enacted tax rates in the UK.

LIQUIDITY AND CAPITAL RESOURCES

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


2013 2013 20121 2013 2012

Cash provided by operating activities $ 63 $ 101 $ 52 $ 209 $ 50

Cash provided by operating activities per share 1.18 1.91 1.19 4.16 1.15

Operating working capital 66 86 77

Total working capital 314 311 206

Investment in property, plant and equipment 15 18 6 45 13

Net debt to capitalization, market basis 12% 15% 39%

Net debt to capitalization, book basis 28% 30% 45%

1 Figures have not been restated for the adoption of the amendments to IAS 19 (see Changes in Accounting Standards section).

At period-end, Norbord had unutilized liquidity of $580 million, comprised of $239 million in cash and cash

equivalents, $241 million in unutilized revolving bank lines and $100 million undrawn under the accounts receivable

securitization program.

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 $519 million for financial covenant purposes. Net debt to total capitalization,

book basis, was 28%.

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.

13


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 2013, Standard & Poor's Ratings Services upgraded the outlook on the Company from stable to positive. In

September 2013, DBRS upgraded the issuer rating on the Company from BB(low) to BB.

At October 31, 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 BB- Ba3

Outlook Stable Positive Stable

Accounts Receivable Securitization

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a

highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to

termination on 12 months’ notice. Under the program, 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 $122 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.

Other Liquidity and Capital Resources

Operating working capital, consisting of accounts receivable and inventory less accounts payable and accrued

liabilities, was $66 million at period-end, compared to $77 million in the prior year and $86 million in the prior quarter.

Year-over-year, operating working capital decreased by $11 million primarily due to higher accounts payable offset by

higher inventory. Higher accounts payable was primarily attributed to higher mill profit share accruals and the timing

of payments. Higher inventory was primarily attributed to higher operating and maintenance supplies inventory on

hand.

Quarter-over-quarter, operating working capital decreased $20 million primarily due to higher accounts payable and

lower accounts receivable. Higher accounts payable is primarily attributed to the timing of payments. Lower accounts

receivable is primarily attributed to lower North American OSB prices.

The Company aims to continuously minimize the amount of capital held as operating working capital and takes actions

to manage it at minimal levels.

Total working capital, which includes operating working capital plus cash and cash equivalents and income tax

receivable, was $314 million at period-end compared to $206 million in the prior year and $311 million in the prior

quarter.

Operating activities generated $63 million in cash ($1.18 per share) in the third quarter of 2013, compared to

$52 million in cash ($1.19 per share) in the third quarter of 2012 and $101 million in cash ($1.91 per share) in the prior

14


quarter. Year-to-date, operating activities generated $209 million ($4.16 per share) compared to generating $50 million

($1.15 per share) in the prior year. The higher generation of cash versus the same quarter last year is primarily the

result of a decrease in operating working capital partially offset by lower EBITDA. The lower generation of cash

versus the prior quarter is primarily the result of lower EBITDA in the current quarter partially offset by a larger

decrease in operating working capital. Year-to-date, the higher generation of cash versus the prior year is primarily the

result of higher EBITDA in the current year.

Under the Company's variable dividend policy (see Capitalization section), cash dividends of $30 million were paid

and less than $1 million was distributed under the Company’s Dividend Reinvestment Plan (DRIP) in the third quarter

of 2013. Year-to-date, cash dividends of $61 million were paid and less than $1 million was distributed under the

DRIP. The DRIP permits Canadian shareholders to elect to receive their dividends in the form of common shares.

INVESTMENTS AND DIVESTITURES

Investment in Property, Plant and Equipment

Investment in property, plant and equipment was $15 million in the third quarter of 2013, compared to $18 million in

the prior quarter and $6 million in the third quarter of 2012. Year-to-date, investment in property, plant and equipment

was $45 million in 2013 compared to $13 million in 2012. The increase versus prior year is primarily attributable to the

capital costs related to the preparation of the Jefferson, Texas mill for restart which was successfully completed in June

2013 as well as certain key strategic capital projects at the North American mills.

Norbord’s 2013 investment in property, plant and equipment is expected to be $70 million which includes essential

capital projects of approximately $16 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 October 31, 2013, there were 53.3 million common shares outstanding. In addition, 1.6 million stock options were

outstanding, of which approximately 49% were vested, and warrants to purchase 0.1 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 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 Company's Board of

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

members of the audit committee. Year-to-date, 133.7 million warrants were exercised on a cashless basis resulting in

the issuance of 8.4 million common shares. As at October 31, 2013, 1.2 million warrants remain outstanding which

entitle the holders to purchase 0.1 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 quarterly dividends of CAD $0.60 per common share, which were paid on June 21, 2013 and

September 21, 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

15


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 12 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 from approximately 59% 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 $3 million and were charged at market rates.

16


SELECTED QUARTERLY INFORMATION

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

KEY PERFORMANCE METRICS

Return on capital employed (ROCE) 21% 48% 55% 33% 32% 15% 10% 4%

Return on equity (ROE) 21% 46% 60% 42% 34% 8% 0% -11%

Cash provided by (used for) operating activities 63 101 45 86 52 25 (27) 31

Cash provided by (used for) operating activities

per share 1.18 1.91 1.01 1.98 1.19 0.57 (0.62) 0.73

SALES AND EARNINGS

Sales 311 365 365 322 302 272 253 229

EBITDA 45 102 111 70 66 31 21 9

Earnings 27 53 67 38 27 6 - (9)

PER COMMON SHARE EARNINGS

Basic 0.51 1.00 1.51 0.86 0.62 0.14 - (0.21)

Diluted 0.50 0.99 1.26 0.76 0.59 0.14 - (0.21)

KEY STATISTICS

Shipments (MMsf–3⁄8")

North America 886 810 756 779 799 805 728 695

Europe 386 406 400 380 396 384 414 372

Indicative Average OSB Price

North Central ($/Msf–7⁄16") 252 347 417 332 313 235 203 190

South East ($/Msf–7⁄16") 207 313 396 296 274 204 190 166

Europe (€/m3)

2 278 273 265 259 260 260 261 259

1 2012 figures have been restated for the adoption of the amendments to IAS 19 (see Changes in Accounting Standards section).

2 European indicative average OSB price represents the gross delivered price to the largest Continental market. Prior period comparatives from Q4 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 ($0.72 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

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

17


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 the first three quarters of 2013, upward price pressure

on resin and wood in North America, and energy and resin in Europe has been experienced primarily driven by the

global economic recovery. This impact is expected to moderate for the remainder of the year.

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.

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 as the Company previously elected to immediately recognize actuarial gains and losses in OCI

upon initial adoption of IFRS on January 1, 2011.

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 $1 million impact on the Consolidated 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 Consolidated 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 Consolidated Statement of Earnings within OCI. The amendment became effective

for the Company on January 1, 2013. The presentation of the Consolidated 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;

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

18


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 became 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

September 28, 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)


2013 2013 20121 2013 20121

Earnings $ 27 $ 53 $ 27 $ 147 $ 33

Add: Finance costs 9 9 11 27 28

Add: Depreciation 14 15 13 42 39

Add: Income tax (recovery) expense (5) 25 15 42 18

EBITDA $ 45 $ 102 $ 66 $ 258 $ 118


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) Sep 28 2013 Jun 29 2013 Dec 31 2012 Sep 29 2012

Accounts receivable $ 140 $ 146 $ 125 $ 139

Inventory 111 108 98 101

Accounts payable and accrued liabilities (185) (168) (173) (163)

Operating working capital $ 66 $ 86 $ 50 $ 77

19


Total working capital is operating working capital plus cash and cash equivalents and tax receivable less bank

advances, if any.


Operating working capital $ 66 $ 86 $ 50 $ 77

Cash and cash equivalents 239 220 128 129

Tax receivable 9 5 - -

Total working capital $ 314 $ 311 $ 178 $ 206

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.


Property, plant and equipment $ 766 $ 758 $ 764 $ 764

Accounts receivable 140 146 125 139

Tax receivable 9 5 - -

Inventory 111 108 98 101

Accounts payable and accrued liabilities (185) (168) (173) (163)

Other assets 1 - - -

Unrealized net investment hedge losses1

- - - (1)

Capital employed $ 842 $ 849 $ 814 $ 840

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.

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:


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

Less: Cash and cash equivalents (239) (220) (128) (129)

Net debt 201 220 312 311

Add: Letters of credit 4 3 3 3

Net debt for financial covenant purposes $ 205 $ 223 $ 315 $ 314

20


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.


Shareholders’ equity $ 498 $ 485 $ 386 $ 333

Add: IFRS transitional adjustments 21 21 21 21

Add: Other comprehensive income movement2

- 14 15 26

Tangible net worth $ 519 $ 520 $ 422 $ 380

1 Figures have not been restated for the adoption of the amendments to IAS 19 (see Changes in Accounting Standards section).

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.

21


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 changes in

foreign exchange rates; (10) sensitivity to key input prices, such as the price of fibre, resin, wax and energy; (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.

22

Consolidated Balance Sheets

(unaudited)

(US $ millions) Note Sep 28, 2013 Dec 31, 2012

(note 2(b))

Assets

Current assets

Cash and cash equivalents $ 239 $ 128

Accounts receivable 3 140 125

Tax receivable 9 -

Inventory 4 111 98

499 351

Non-current assets

Property, plant and equipment 766 764

Other assets 5 1 -

767 764

$ 1,266 $ 1,115

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable and accrued liabilities $ 185 $ 173

Non-current liabilities

Long-term debt 6 435 433

Other liabilities 7 28 42

Deferred income taxes 120 82

583 557

Shareholders’ equity 8 498 385

$ 1,266 $ 1,115

(See accompanying notes)

23

Consolidated Statements of Earnings

(unaudited) Periods ended Sep 28 and 29 (US $ millions, except per share information) Note

Q3 2013

Q3 2012

(note 2(b))

9 mos 2013

9 mos 2012

(note 2(b))

Sales $ 311 $ 302 $ 1,041 $ 827

Cost of sales (263) (234) (773) (699)

General and administrative expenses (3) (2) (10) (10)

Earnings before finance costs, income tax and depreciation 45 66 258 118

Finance costs (9) (11) (27) (28)

Earnings before income tax and depreciation 36 55 231 90

Depreciation (14) (13) (42) (39)

Income tax recovery (expense) 5 (15) (42) (18)

Earnings $ 27 $ 27 $ 147 $ 33

Earnings per common share 9

Basic $ 0.51 $ 0.62 $ 2.93 $ 0.76

Diluted 0.50 0.59 2.76 0.75


Consolidated Statements of Comprehensive Income

(unaudited) Periods ended Sep 28 and 29 (US $ millions)

Q3 2013

Q3 2012

(note 2(b))

9 mos 2013

9 mos 2012

(note 2(b))

Earnings $ 27 $ 27 $ 147 $ 33

Other comprehensive income (loss), net of tax

Items that will not be reclassified to earnings

Actuarial gain (loss) on post-employment obligation 1 (5) 16 (7)

Items that may be reclassified subsequently to earnings

Foreign currency translation gain (loss) on foreign operations 13 5 (1) 5

Net loss on hedge of net investment in foreign operations - (2) - (1)

13 3 (1) 4

Other comprehensive income (loss), net of tax 14 (2) 15 (3)

Comprehensive income $ 41 $ 25 $ 162 $ 30


24

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) Periods ended Sep 28 and 29 (US $ millions) Note

Q3 2013

Q3 2012

(note 2(b))

9 mos 2013

9 mos 2012

(note 2(b))

Share capital

Balance, beginning of period $ 656 $ 340 $ 346 $ 340

Issue of common shares 8, 13 2 1 312 1

Balance, end of period $ 658 $ 341 $ 658 $ 341

Contributed surplus

Balance, beginning of period $ 7 $ 44 $ 44 $ 43

Stock-based compensation 8 - 1 1 2

Warrants and stock options exercised 8, 13 - - (38) -

Balance, end of period $ 7 $ 45 $ 7 $ 45

Retained earnings

Balance, beginning of period $ (170) $ (79) $ (10) $ (82)

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

Adjusted balance, beginning of period (170) (79) (11) (83)

Earnings 27 27 147 33

Common share dividends (30) - (61) -

Warrants exercised 8 - - (263) -

Other comprehensive income (loss) 1 (5) 16 (7)

Balance, end of period $ (172) $ (57) $ (172) $ (57)

Accumulated Other Comprehensive (Loss) Income

Balance, beginning of period $ (8) $ - $ 6 $ (1)

Other comprehensive income (loss) 13 3 (1) 4

Balance, end of period 8 $ 5 $ 3 $ 5 $ 3

Shareholders' equity $ 498 $ 332 $ 498 $ 332


25

Consolidated Statements of Cash Flows

(unaudited) Periods ended Sep 28 and 29 (US $ millions) Note

Q3 2013

Q3 2012

(note 2(b))

9 mos 2013

9 mos 2012

(note 2(b))

CASH PROVIDED BY (USED FOR):

Operating Activities

Earnings $ 27 $ 27 $ 147 $ 33

Items not affecting cash:

Depreciation 14 13 42 39

Deferred income tax (2) 14 42 15

Other items 4 7 4 4

43 61 235 91

Net change in non-cash operating working capital balances 10 24 (12) (17) (46)

Net change in tax receivable 10 (4) 3 (9) 5

63 52 209 50

Investing Activities

Investment in property, plant and equipment (15) (7) (48) (13)

Realized net investment hedge (loss) gain 12 - (2) - 2

(15) (9) (48) (11)

Financing Activities

Common share dividends paid (30) - (61) -

Issue of common shares, net 1 - 11 -

Repayment of debt - (240) - (240)

Issue of debt - - - 240

Accounts receivable securitization proceeds - - - 11

Debt issue costs - - - (4)

(29) (240) (50) 7

Cash and Cash Equivalents

Increase (decrease) during the period 19 (197) 111 46

Balance, beginning of period 220 326 128 83

Balance, end of period 10 $ 239 $ 129 $ 239 $ 129


26

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, except as described below. 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 interim financial statements were authorized for issuance by the Board of Directors of the Company on October

31, 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 as the Company previously elected to immediately recognize actuarial gains and losses in OCI

upon initial adoption of International Financial Reporting Standards on January 1, 2011.

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 $1 million impact on the Consolidated 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 Consolidated 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.

27

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 Consolidated Statement of Earnings within OCI. The amendment became effective

for the Company on January 1, 2013. The presentation of the Consolidated Statements 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 became effective for the Company on January 1, 2013 and

did not have any impact on its financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

The Company has a $100 million accounts receivable securitization program with a third-party trust sponsored by a

highly rated Canadian financial institution. The program is revolving and has an evergreen commitment subject to

termination on 12 months’ notice. Under the program, 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 $122 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 11).

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

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

As at October 31, 2013, Norbord’s ratings were BB (DBRS), BB- (Standard & Poor’s Ratings Services) and Ba3

(Moody’s Investors Service).

28

NOTE 4. INVENTORY

(US $ millions) Sep 28, 2013 Dec 31, 2012

Raw materials $ 26 $ 25

Finished goods 46 40

Operating and maintenance supplies 39 33

$ 111 $ 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

2013 Q3

2012 9 mos

2013 9 mos 2012

Cost of inventories $ 253 $ 225 $ 745 $ 673

Depreciation on property, plant and equipment 14 13 42 39

$ 267 $ 238 $ 787 $ 712

NOTE 5. OTHER ASSETS


Unrealized cash flow hedge gains 12 $ 1 $ -

Unrealized cash flow hedge gains are offset by unrealized losses on the underlying exposures being hedged.

NOTE 6. LONG-TERM DEBT


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 (5) (7)

$ 435 $ 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, $4 million was utilized for letters of credit and

$241 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

29

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 $519 million and net debt for financial covenant purposes was $205 million. Net debt to total

capitalization was 28% on a book basis (note 11).

NOTE 7. OTHER LIABILITIES

(US $ millions) Sep 28, 2013

Dec 31, 2012

(note 2(b))

Defined benefit pension obligation $ 18 $ 32

Accrued employee benefits 10 10

$ 28 $ 42

NOTE 8. SHAREHOLDERS’ EQUITY

Warrants

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. Year-to-date, 133.7 million warrants were exercised on a cashless basis resulting in

the issuance of 8.4 million common shares. As at October 31, 2013, 1.2 million warrants remain outstanding which

entitle the holders to purchase 0.1 million common shares (on a cash exercise basis).

Stock Options

Year-to-date, 0.1 million stock options were granted under the Company’s stock option plan. Earnings include $1

million related to stock option expense. Year-to-date, 0.9 million common shares were issued as a result of options

exercised under the stock option plan for proceeds of $11 million.

Accumulated Other Comprehensive (Loss) Income


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

Foreign currency translation gain on foreign operations 13 14

Accumulated other comprehensive income, net of tax $ 5 $ 6

30

NOTE 9. EARNINGS PER COMMON SHARE

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

Q3 2013

Q3 2012

(note 2(b))

9 mos 2013

9 mos 2012

(note 2(b))

Earnings available to common shareholders $ 27 $ 27 $ 147 $ 33

Common shares (millions):

Weighted average number of common shares outstanding 53.2 43.6 50.2 43.6

Stock options1 0.6 0.6 0.6 0.4

Warrants1 0.1 1.6 2.5 -

Diluted number of common shares 53.9 45.8 53.3 44.0

Earnings per common share:

Basic $ 0.51 $ 0.62 $ 2.93 $ 0.76

Diluted 0.50 0.59 2.76 0.75 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.

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

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

(US $ millions) Q3

2013 Q3

2012 9 mos

2013

9 mos 2012

Cash provided by (used for):

Accounts receivable $ 6 $ (9) $ (16) $ (36)

Inventory (5) (4) (12) (14)

Accounts payable and accrued liabilities 23 1 11 4

$ 24 $ (12) $ (17) $ (46)

Cash interest and income taxes comprise:

(US $ millions) Q3

2013 Q3

2012 9 mos

2013

9 mos 2012

Cash interest paid $ 8 $ 16 $ 24 $ 33

Cash income taxes paid (received), net 1 (2) 8 (2)

Cash and cash equivalents comprises:

(US $ millions) Sep 28, 2013 Sep 29, 2012

Cash $ 155 $ 109

Cash equivalents 84 20

$ 239 $ 129

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NOTE 11. CAPITAL MANAGEMENT

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


Long-term debt, principal value 6 $ 440 $ 440

Less: Cash and cash equivalents (239) (128)

Net debt 201 312

Add: Letters of credit 4 3

Net debt for financial covenant purposes 205 315

Shareholders' equity 498 386

Add: IFRS transitional adjustments 6 21 21

Less: Other comprehensive income movement2 - 15

Tangible net worth for financial covenant purposes 519 422

Total capitalization $ 724 $ 737

Net debt to capitalization, book basis 28% 43%

Net debt to capitalization, market basis 12% 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 6).

NOTE 12. FINANCIAL INSTRUMENTS

Non-Derivative Financial Instruments

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

Sep 28, 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 $ 239 $ 239 $ 128 $ 128

Accounts receivable Loans and receivables 140 140 125 125

$ 379 $ 379 $ 253 $ 253

Financial liabilities:

Accounts payable and accrued liabilities Other financial liabilities $ 185 $ 185 $ 173 $ 173

Long-term debt Other financial liabilities 435 475 433 471

Other liabilities Other financial liabilities 28 28 42 42

$ 648 $ 688 $ 648 $ 686

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Derivative Financial Instruments

Information about derivative financial instruments was as follows:

Sep 28, 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 € 115 1 € 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) Q3 Q3 9 mos 9 mos 2013 2012 2013 2012

Net investment

Belgium $ - $ - $ - $ 2

UK - (2) - -

Monetary position

Canadian Dollar - 3 - 2

Realized gain, net $ - $ 1 $ - $ 4

Realized and unrealized gains on derivative financial instruments are offset by realized and unrealized losses on the

underlying exposures being hedged.

NOTE 13. 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 8). 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 of Norbord’s common shares, Brookfield’s ownership decreased

from approximately 59% to 53% of the common shares outstanding. Norbord did not receive any proceeds from the

offering.

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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. Year-to-date, the fees for services rendered and the cost of goods

purchased were $3 million (2012 – $3 million) and were charged at market rates.

NOTE 14. 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.

Q3 2013

(US $ millions) North

America Europe Unallocated Total

Sales $ 197 $ 114 $ - $ 311

EBITDA1 36 12 (3) 45

Depreciation 9 5 - 14

Investment in property, plant and equipment 10 5 - 15

Q3 2012



Sales $ 195 $ 107 $ - $ 302

EBITDA1 58 10 (2) 66



9 mos 2013



Sales $ 696 $ 345 $ - $ 1,041

EBITDA1 234 34 (10) 258



Property, plant and equipment 639 127 - 766

9 mos 2012



Sales $ 493 $ 334 $ - $ 827

EBITDA1 98 30 (10) 118



Property, plant and equipment2 631 133 - 764

1 EBITDA is earnings before finance costs, income tax, depreciation and amortization.

2 Balance as at December 31, 2012.

34

November 1, 2013€¦ · TORONTO, ON (November 1, 2013) – Norbord Inc. (TSX: NBD, NBD.WT) today...

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