George Weston Limited Reports Third Quarter 2017 Results(2)

TORONTO, Nov. 21, 2017 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company") today announced its consolidated unaudited results for the 16 weeks ended October 7, 2017.

GWL's 2017 Third Quarter Report to Shareholders has been filed with SEDAR and is available at sedar.com and in the Investor Centre section of the Company's website at weston.ca.

Galen Weston, Chairman and Chief Executive Officer, George Weston Limited, commented that "Loblaw delivered solid results in an increasingly competitive market. Weston Foods had a disappointing quarter as the frozen business continued to under-perform due to soft sales and operational challenges, while the fresh, artisan, and biscuit businesses performed as expected."

2017 THIRD QUARTER HIGHLIGHTS

(unaudited)
($ millions except where otherwise indicated)		16 Weeks Ended						40 Weeks Ended
For the periods ended as indicated		Oct. 7, 2017		Oct. 8, 2016		Change		Oct. 7, 2017		Oct. 8, 2016		Change
Sales		$	14,648	$	14,605	0.3%		$	36,883	$	36,480	1.1%
Operating income		$	1,244	$	782	59.1%		$	2,393	$	1,764	35.7%
Adjusted EBITDA^(1)		$	1,307	$	1,242	5.2%		$	3,268	$	3,113	5.0%
Adjusted EBITDA margin^(1)			8.9%		8.5%				8.9%		8.5%
Net earnings attributable to shareholders
	of the Company	$	434	$	268	61.9%		$	721	$	458	57.4%
Net earnings available to common shareholders
	of the Company	$	420	$	254	65.4%		$	687	$	424	62.0%
Adjusted net earnings available to common
shareholders of the Company^(1)		$	277	$	266	4.1%		$	676	$	634	6.6%
Diluted net earnings per common share ($)		$	3.25	$	1.97	65.0%		$	5.31	$	3.28	61.9%
Adjusted diluted net earnings per common share^(1) ($)		$	2.14	$	2.06	3.9%		$	5.22	$	4.92	6.1%

CONSOLIDATED RESULTS OF OPERATIONS

Net earnings available to common shareholders of the Company increased by $166 million ($1.28 per common share) to $420 million ($3.25 per common share) in the third quarter of 2017 compared to the same period in 2016. The increase was primarily due to an improvement in the underlying operating performance of $11 million ($0.08 per common share) and the favourable year-over-year net impact of adjusting items totaling $155 million ($1.20 per common share), as described below.

• The improvement in underlying operating performance of $11 million ($0.08 per common share) was primarily due to:
• the favourable underlying operating performance of Loblaw Companies Limited's ("Loblaw") Retail segment; and
• the favourable impact of a decrease in net interest expenses and other financing charges;
  
  partially offset by,
  
  
• the unfavourable underlying operating performance of Weston Foods; and
• the unfavourable impact of an increase in depreciation and amortization.
  
  
• The favourable year-over-year net impact of adjusting items totaling $155 million ($1.20 per common share) was primarily due to:
• the gain on disposition of Loblaw's gas bar operations of $207 million ($1.61 per common share); and
• the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares of $10 million ($0.07 per common share);
  
  partially offset by,
  
  
• the unfavourable impact of foreign currency translation of $39 million ($0.31 per common share); and
• the unfavourable impact of the fair value adjustment of derivatives of $20 million ($0.14 per common share).
  
  
• Net earnings available to common shareholders of the Company also included the positive contribution from the increase in the Company's ownership interest in Loblaw, as a result of Loblaw's share repurchases.

Adjusted net earnings available to common shareholders of the Company⁽¹⁾ increased by $11 million ($0.08 per common share) to $277 million ($2.14 per common share) in the third quarter of 2017 compared to the same period in 2016. The increase was due to improvements in underlying operating performance and the positive contribution from the increase in the Company's ownership interest in Loblaw as described above.

Subsequent Event

Competition Bureau  On October 31, 2017, the Company and Loblaw confirmed that they were aware of an industry-wide investigation by the Competition Bureau concerning a price-fixing scheme involving certain packaged bread products. The companies are cooperating fully. Court filings made by the Competition Bureau remain sealed while searches are completed. The companies expect to be able to provide further comment after those filings are unsealed.

REPORTABLE OPERATING SEGMENTS

The Company has two reportable operating segments, Loblaw and Weston Foods. The Company also holds cash, short term investments and a direct interest in Choice Properties Real Estate Investment Trust ("Choice Properties") of approximately 6.1%. Loblaw has three reportable operating segments: Retail, Financial Services and Choice Properties. Loblaw provides Canadians with grocery, pharmacy, health and beauty, apparel, general merchandise, credit card services, insurance brokerage services, gift cards and telecommunication services. Loblaw also holds approximately 82.4% effective interest in Choice Properties, which owns, manages and develops well-located retail and other commercial real estate across Canada. The Weston Foods operating segment includes a leading fresh bakery business in Canada and frozen, artisan bakery and biscuit businesses throughout North America.

Weston Foods Segment Results

(unaudited)
($ millions except where otherwise indicated)	16 Weeks Ended					40 Weeks Ended
For the periods ended as indicated	Oct. 7, 2017		Oct. 8, 2016		Change	Oct. 7, 2017		Oct. 8, 2016		Change
Sales	$	668	$	673	(0.7)%	$	1,716	$	1,731	(0.9)%
Operating income	$	36	$	75	(52.0)%	$	83	$	135	(38.5)%
Adjusted EBITDA^(1)	$	80	$	101	(20.8)%	$	195	$	223	(12.6)%
Adjusted EBITDA margin^(1)		12.0%		15.0%			11.4%		12.9%
Depreciation and amortization^(i)	$	33	$	33	— %	$	82	$	84	(2.4)%

(i)	Depreciation and amortization in the third quarter of 2016 includes $3 million of accelerated depreciation related to restructuring and other charges.

Sales  Weston Foods sales in the third quarter of 2017 were $668 million, a decrease of $5 million, or 0.7%, compared to the same period in 2016. Sales included the negative impact of foreign currency translation of approximately 1.7%. Excluding the unfavourable impacts of foreign currency translation, sales increased by 1.0% mainly due to an increase in volumes, partially offset by the negative impact of pricing and changes in sales mix.

Operating Income  Weston Foods operating income in the third quarter of 2017 was $36 million, a decrease of $39 million, or 52.0%, compared to the same period in 2016. The decrease was primarily due to the decline in underlying operating performance of $24 million and the unfavourable year-over-year net impact of certain adjusting items totaling $15 million, as described below:

• the fair value adjustment of derivatives of $14 million; and
• restructuring and other charges of $5 million;
  
  partially offset by,
  
  
• the favourable impact of a prior year inventory loss of $6 million.

Adjusted EBITDA⁽¹⁾  Weston Foods adjusted EBITDA⁽¹⁾ in the third quarter of 2017 was $80 million, a decrease of $21 million, or 20.8%, compared to the same period in 2016. The decrease was driven by continued investments in the business, higher input costs, operational issues and changes in sales mix, partially offset by productivity improvements.

Weston Foods adjusted EBITDA margin⁽¹⁾ in the third quarter of 2017 decreased to 12.0% compared to 15.0% in the same period in 2016. The decline in adjusted EBITDA margin⁽¹⁾ in the third quarter of 2017 was mainly due to incremental investments in the business.

Depreciation and Amortization  Weston Foods depreciation and amortization was $33 million in the third quarter of 2017, flat compared to the same period in 2016. Depreciation and amortization included $3 million of accelerated depreciation recorded in the third quarter of 2016 related to the planned closures of bread, pie and cake manufacturing facilities. Excluding these amounts, depreciation and amortization increased by $3 million in the third quarter of 2017 due to investments in capital.

Weston Foods Other Business Matters

Restructuring  Weston Foods continuously evaluates strategic and cost reduction initiatives related to its manufacturing assets, distribution networks and administrative infrastructure with the objective to streamline operations and to ensure a low cost operating structure. In the third quarter of 2017, Weston Foods recorded restructuring and other charges of $1 million (2016 – net gain of $4 million). The restructuring and other charges primarily relate to employee related costs and restructuring plans pertaining to previously closed manufacturing facilities in Canada and the U.S. with production transferring to other facilities. The net gain included in restructuring and other charges in the third quarter of 2016 was primarily driven by the disposal of land and buildings, partially offset by restructuring and other charges. Restructuring and other charges recorded in the third quarter of 2016 included $3 million of accelerated depreciation.

Subsequent Event

Restructuring  Subsequent to the end of the third quarter of 2017, Weston Foods announced the planned closure of an unprofitable facility in the U.S. Weston Foods expects the closure to be completed in the first quarter of 2018.

Loblaw Segment Results

(unaudited)
($ millions except where otherwise indicated)	16 Weeks Ended						40 Weeks Ended
For the periods ended as indicated	Oct. 7, 2017		Oct. 8, 2016		Change		Oct. 7, 2017		Oct. 8, 2016		Change
Sales	$	14,192	$	14,143	0.3%		$	35,672	$	35,255	1.2%
Operating income	$	1,234	$	688	79.4%		$	2,348	$	1,637	43.4%
Adjusted EBITDA^(1)	$	1,227	$	1,141	7.5%		$	3,073	$	2,890	6.3%
Adjusted EBITDA margin^(1)	8.6%			8.1%				8.6%		8.2%
Depreciation and amortization^(i)	$	476	$	464	2.6%		$	1,196	$	1,178	1.5%

(i)	Depreciation and amortization in the third quarter of 2017 includes $161 million (2016 – $164 million) of amortization of intangible assets acquired with Shoppers Drug Mart Corporation ("Shoppers Drug Mart").

Sales, operating income and adjusted EBITDA⁽¹⁾ in the third quarter of 2017 included the impacts of the consolidation of franchises, as set out in "Loblaw Other Business Matters".

Sales  Loblaw sales in the third quarter of 2017 were $14,192 million, an increase of $49 million compared to the same period in 2016, primarily driven by Retail. Retail sales increased by $32 million, or 0.2%, compared to the same period in 2016 and included food retail sales of $10,172 million (2016 – $10,278 million) and drug retail sales of $3,751 million (2016 – $3,613 million).

Excluding the consolidation of franchises, Retail sales decreased by $71 million, or 0.5%, primarily driven by the following factors:

• the impact of the disposition of gas bar operations of $368 million;
  
  partially offset by,
  
  
• food retail same-store sales growth was 1.4% for the quarter, after excluding gas bar operations. Including gas bar operations, food retail same-store sales growth was 1.4%. Loblaw's food retail average quarterly internal food price index was marginally higher than the average quarterly national food price inflation of 0.3% as measured by "The Consumer Price Index for Food Purchased from Stores" ("CPI"). CPI does not necessarily reflect the effect of inflation on the specific mix of goods sold in Loblaw stores;
• drug retail same-store sales growth was 3.3%, including pharmacy same-store sales growth of 3.9% and front store same-store sales growth of 2.8%; and
• in the last 12 months, Retail net square footage increased by 0.4 million square feet, or 0.6%.

Operating Income  Loblaw operating income in the third quarter of 2017 was $1,234 million, an increase of $546 million compared to the same period in 2016, primarily driven by the improvements in underlying operating performance of $71 million and the favourable year-over-year net impact of certain adjusting items totaling $475 million, as described below:

• the improvements in underlying operating performance of $71 million were primarily driven by Retail, and included an increase in Retail gross profit and lower Retail SG&A, partially offset by an increase in depreciation and amortization. The improvements in underlying operating performance also included the positive contribution from the consolidation of franchises; and
• the favourable year-over-year net impact of certain adjusting items totaling $475 million was primarily due to the following:
• the gain on disposition of gas bar operations of $501 million;
  
  partially offset by,
  
  
• the change in the fair value adjustment of derivatives of $29 million.

Adjusted EBITDA⁽¹⁾  Loblaw adjusted EBITDA⁽¹⁾ in the third quarter of 2017 was $1,227 million, an increase of $86 million compared to the same period in 2016, primarily driven by Retail. Retail adjusted EBITDA⁽¹⁾ increased $72 million driven by an increase in Retail gross profit, partially offset by an increase in Retail SG&A.

• Retail gross profit percentage was 27.8%, an increase of 110 basis points compared to the same period in 2016. Excluding the consolidation of franchises, Retail gross profit percentage was 26.6%, an increase of 50 basis points compared to the third quarter of 2016. The increase in Retail gross profit percentage was primarily due to the favourable impact from the disposition of gas bar operations of approximately 50 basis points, as improvements in drug retail margins were offset by a decrease in food retail margins.
• Retail SG&A as a percentage of sales was 19.5%, an increase of 60 basis points compared to the third quarter of 2016. Excluding the consolidation of franchises, Retail SG&A decreased by $4 million. SG&A as a percentage of sales, excluding the consolidation of franchises, was 18.3%, an increase of 10 basis points compared to the third quarter of 2016, mainly driven by:
• the unfavourable impact from the disposition of gas bar operations of approximately 50 basis points;
  
  partially offset by,
  
  
• lower store support costs; and
• the favourable impact of foreign exchange.

Depreciation and Amortization  Loblaw's depreciation and amortization was $476 million in the third quarter of 2017, an increase of $12 million compared to the same period in 2016, primarily driven by the consolidation of franchises and an increase in information technology ("IT") assets. Depreciation and amortization in the third quarter of 2017 included $161 million (2016 – $164 million) of amortization of intangible assets acquired with Shoppers Drug Mart.

Loblaw Other Business Matters

Gas Bar Network  On July 17, 2017, Loblaw sold its gas bar operations, for proceeds of approximately $540 million, to Brookfield Business Partners L.P. ("Brookfield"). Loblaw has recorded a pre-tax gain on sale of $501 million (post-tax gain of $432 million), net of related costs, in the third quarter of 2017. As a result of the transaction, Brookfield has become a strategic partner to Loblaw and will continue to offer Loblaw's PC Plus loyalty program at the gas bars. In addition, the gas bars operate at certain properties that are either owned by Loblaw or leased by Loblaw from Choice Properties or third-party landlords. As a result of the transaction Brookfield leases or sub-leases these properties from Loblaw. In 2016, the gas bar operations sold approximately 1,700 million litres of gas and contributed approximately $1,500 million to sales. After taking into account the earnings associated with the gas bar operations and the ongoing commitment of Loblaw to fund certain loyalty program costs, the expected annual impact will be a reduction in adjusted EBITDA⁽¹⁾ of approximately $80 million, based on 2016 information. Loblaw expects to use the proceeds from the sale for general corporate activities.

Consolidation of Franchises  Loblaw has more than 500 franchise food retail stores in its network. As at the end of the third quarter of 2017, 273 of these stores were consolidated for accounting purposes under a new, simplified franchise agreement ("Franchise Agreement") implemented in 2015.

Loblaw will convert franchises to the Franchise Agreement as existing agreements expire, at the end of which all franchises will be consolidated. The following table presents the number of franchises consolidated in the third quarter of 2017 and year-to-date, and the total impact of the consolidation of franchises included in the consolidated results of the Company.

(unaudited)
($ millions except where otherwise indicated)	16 Weeks Ended
For the periods ended as indicated	Oct. 7, 2017		Oct. 8, 2016
Number of Consolidated Franchise stores, beginning of period	241		132
Add:  Net Number of Consolidated Franchise stores in the period	32		33
Number of Consolidated Franchise stores, end of period	273		165
Sales	$	228	$	125
Operating income (loss)	7		(7)
Adjusted EBITDA^(1)	20		—
Depreciation and amortization	13		7
Net income (loss) attributable to Non-Controlling Interests	8		(7)

Operating income (loss) included in the table above does not significantly impact net earnings available to common shareholders of the Company as the related income (loss) are largely attributable to Non-Controlling Interests.

Loblaw expects the estimated annual impact in 2017 of new and current consolidated franchises to be revenue of approximately $680 million, adjusted EBITDA⁽¹⁾ of approximately $55 million, depreciation and amortization of approximately $45 million and net earnings attributable to Non-Controlling Interests of approximately $10 million.

Wind-down of PC Financial banking services  In the third quarter of 2017, President's Choice Bank ("PC Bank") entered into an agreement to end its business relationship with a major Canadian chartered bank which represented the personal banking services offered under the President's Choice Financial brand. As a result of this agreement, PC Bank will receive a payment of approximately $43 million, net of certain costs incurred, $7 million of which was recognized in the third quarter of 2017. The remaining amounts will be recognized between the fourth quarter of 2017 and the second quarter of 2018.

PC Bank will continue to operate the PC MasterCard® program and customers will continue to earn PC Points. PC Bank remains committed to providing payment products to its customers and continues to strengthen its credit card services and loyalty programs.

Subsequent Events

Restructuring and other related costs  Subsequent to the end of the third quarter of 2017, Loblaw eliminated approximately 500 corporate and store-support positions and finalized a plan that will result in the closure of 22 unprofitable retail locations across a range of banners and formats. Loblaw expects to record charges of approximately $135 million, the majority of which are expected in the fourth quarter of 2017, and to realize approximately $85 million in annualized savings. Loblaw also expects that the closures will be substantially completed by the end of the first quarter of 2018.

PC Optimum Program  Subsequent to the end of the third quarter of 2017, Loblaw announced the creation of a new loyalty program starting February 1, 2018. The newly created PC Optimum program brings together the Shoppers Optimum and PC Plus programs. Loblaw expects to incur a one-time charge in the range of approximately $150 million to $200 million in relation to the revaluation of the existing liability for outstanding points to reflect a higher anticipated redemption rate under the new program. Loblaw also expects to record an impairment charge of approximately $20 million relating to certain IT assets that support the existing loyalty programs.

OUTLOOK⁽²⁾

Weston Foods expects adjusted EBITDA⁽¹⁾ in the fourth quarter of 2017 to trend in a similar fashion to the third quarter of 2017 when compared to the prior year. The performance of the frozen business is not expected to improve materially in the fourth quarter of 2017, while the remaining businesses are expected to continue to perform to plan. Management is in the process of reviewing the strategy in light of these challenges. Management expects to make capital investments of approximately $220 million in 2017 related to growth, regulatory and maintenance. Depreciation is projected to increase in 2017 when compared to 2016.

Loblaw's outlook for 2017 remains unchanged. Loblaw remains focused on its strategic framework, delivering the best in food, best in health and beauty, operational excellence and growth. This framework is supported by a financial plan of maintaining a stable trading environment that targets positive same-store sales and stable gross margin, surfacing efficiencies to deliver operating leverage, and returning capital to shareholders. In 2017, on a full-year comparative basis, Loblaw expects to:

• deliver positive same-store sales and stable gross margin in its Retail segment in a highly competitive grocery market, with continued negative pressure from healthcare reform;
• grow adjusted net earnings⁽¹⁾;
• invest approximately $1.3 billion in capital expenditures, including $1.0 billion in its Retail segment; and
• return capital to shareholders by allocating a significant portion of free cash flow to share repurchases.

Since the end of the second quarter of 2017, Loblaw has made significant progress in mitigating the impact of both the minimum wage increase and the expected announcement of incremental drug reform, but until the full extent of healthcare reform becomes certain, the extent to which it will temper Loblaw's adjusted net earnings⁽¹⁾ growth beyond 2017 cannot be determined.

For 2017, the Company expects growth in net earnings to be driven by an increase in net earnings at Loblaw, and the positive impact of the Company's increased ownership in Loblaw as a result of Loblaw's share repurchases.

DECLARATION OF QUARTERLY DIVIDENDS

Subsequent to the end of the third quarter of 2017, the Company's Board of Directors declared a quarterly dividend on GWL Common Shares, Preferred Shares, Series I, Preferred Shares, Series III, Preferred Shares, Series IV and Preferred Shares, Series V payable as follows:

	Common Shares	$0.455 per share payable January 1, 2018, to shareholders of record December 15, 2017;
	Preferred Shares, Series I	$0.3625 per share payable December 15, 2017, to shareholders of record November 30, 2017;
	Preferred Shares, Series III	$0.3250 per share payable January 1, 2018, to shareholders of record December 15, 2017;
	Preferred Shares, Series IV	$0.3250 per share payable January 1, 2018, to shareholders of record December 15, 2017; and
	Preferred Shares, Series V	$0.296875 per share payable January 1, 2018, to shareholders of record December 15, 2017.

NON-GAAP FINANCIAL MEASURES

The Company uses the following non-GAAP financial measures: adjusted EBITDA and adjusted EBITDA margin, adjusted net earnings attributable to shareholders of the Company, adjusted net earnings available to common shareholders of the Company and adjusted diluted net earnings per common share. In addition to these items, the following measures are used by management in calculating adjusted diluted net earnings per common share: adjusted operating income, adjusted net interest expense and other financing charges, adjusted income taxes and adjusted income tax rate. The Company believes these non-GAAP financial measures provide useful information to both management and investors in measuring the financial performance of the Company for the reasons outlined below.

Management uses these and other non-GAAP financial measures to exclude the impact of certain expenses and income that must be recognized under GAAP when analyzing consolidated and segment underlying operating performance. The excluded items are not necessarily reflective of the Company's underlying operating performance and make comparisons of underlying financial performance between periods difficult. From time to time, the Company may exclude additional items if it believes doing so would result in a more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are non-recurring.

These measures do not have a standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies, and they should not be construed as an alternative to other financial measures determined in accordance with GAAP.

For details on the nature of items excluded in the calculation of any of the non-GAAP financial measures detailed below, see the "Non-GAAP Financial Measures" section of the Company's 2017 Third Quarter Report to Shareholders.

Adjusted EBITDA  The Company believes adjusted EBITDA is useful in assessing and making decisions regarding the underlying operating performance of the Company's ongoing operations and in assessing the Company's ability to generate cash flows to fund its cash requirements, including its capital investment program.

The following table reconciles adjusted EBITDA to operating income, which is reconciled to GAAP net earnings attributable to shareholders of the Company reported for the periods ended as indicated.

			16 Weeks Ended
			Oct. 7, 2017								Oct. 8, 2016
(unaudited) ($ millions)			Weston Foods		Loblaw		Other		Consolidated		Weston Foods		Loblaw		Other		Consolidated
Net earnings attributable to shareholders
	of the Company								$	434							$	268
Add impact of the following:
	Non-controlling interests								470								219
	Income taxes								237								166
	Net interest expense and other
		financing charges							103								129
Operating income			$	36	$	1,234	$	(26)	$	1,244	$	75	$	688	$	19	$	782
Add impact of the following:
	Amortization of intangible assets acquired
		with Shoppers Drug Mart			161				161				164				164
	Fair value adjustment of derivatives		8		20				28		(6)		(9)				(15)
	Pension annuities and buy-outs		2		5				7								—
	Wind-down of PC Financial banking services				(7)				(7)								—
	Gain on disposition of Loblaw's gas bar
		operations			(501)				(501)								—
	Restructuring and other charges		1						1		(4)						(4)
	Inventory loss, net of recoveries								—		6						6
	Asset impairments, net of recoveries								—				3				3
	Charges related to retail locations in
		Fort McMurray							—				(5)				(5)
	Foreign currency translation^(i)						26		26						(19)		(19)
Adjusting items			$	11	$	(322)	$	26	$	(285)	$	(4)	$	153	$	(19)	$	130
Adjusted operating income			$	47	$	912	$	—	$	959	$	71	$	841	$	—	$	912
Depreciation and amortization excluding the
	impact of the above adjustments^(ii)		33		315				348		30		300				330
Adjusted EBITDA			$	80	$	1,227	$	—	$	1,307	$	101	$	1,141	$	—	$	1,242

(i)	Represents the effect of foreign currency translation on a portion of the U.S. dollar denominated cash and cash equivalents and short term investments held by foreign operations.
(ii)	Depreciation and amortization for the calculation of adjusted EBITDA excludes $161 million (2016 – $164 million) of amortization of intangible assets, acquired with Shoppers Drug Mart, recorded by Loblaw and $3 million of accelerated depreciation recorded by Weston Foods in the third quarter of 2016, related to restructuring and other charges.

			40 Weeks Ended
			Oct. 7, 2017								Oct. 8, 2016
(unaudited) ($ millions)			Weston Foods		Loblaw		Other		Consolidated		Weston Foods		Loblaw		Other		Consolidated
Net earnings attributable to shareholders
	of the Company								$	721							$	458
Add impact of the following:
	Non-controlling interests								787								401
	Income taxes								477								382
	Net interest expense and other
		financing charges							408								523
Operating income			$	83	$	2,348	$	(38)	$	2,393	$	135	$	1,637	$	(8)	$	1,764
Add impact of the following:
	Amortization of intangible assets acquired
		with Shoppers Drug Mart			403				403				411				411
	Fair value adjustment of derivatives		17		25				42		(4)		11				7
	Pension annuities and buy-outs		2		12				14		3		2				5
	Wind-down of PC Financial banking services				(7)				(7)								—
	Gain on disposition of Loblaw's gas bar
		operations			(501)				(501)								—
	Restructuring and other charges		15						15		10		44				54
	Inventory loss, net of recoveries		(4)						(4)		6						6
	Asset impairments, net of recoveries						3		3				5				5
	Prior year land transfer tax assessment								—				10				10
	Charges related to retail locations in
		Fort McMurray							—				7				7
	Drug retail ancillary assets								—				(4)				(4)
	Foreign currency translation^(i)						35		35						8		8
Adjusting items			$	30	$	(68)	$	38	$	—	$	15	$	486	$	8	$	509
Adjusted operating income			$	113	$	2,280	$	—	$	2,393	$	150	$	2,123	$	—	$	2,273
Depreciation and amortization excluding the
	impact of the above adjustments^(ii)		82		793				875		73		767				840
Adjusted EBITDA			$	195	$	3,073	$	—	$	3,268	$	223	$	2,890	$	—	$	3,113

(i)	Represents the effect of foreign currency translation on a portion of the U.S. dollar denominated cash and cash equivalents and short term investments held by foreign operations.
(ii)	Depreciation and amortization for the calculation of adjusted EBITDA excludes $403 million (2016 – $411 million) of amortization of intangible assets, acquired with Shoppers Drug Mart, recorded by Loblaw and $11 million of accelerated depreciation recorded by Weston Foods in 2016, related to restructuring and other charges.

The following new items impacted operating income in the third quarter of 2017:

Wind-down of PC Financial banking services  In the third quarter of 2017, PC Bank entered into an agreement to end its business relationship with a major Canadian chartered bank which represented the personal banking services offered under the President's Choice Financial brand. As a result of this agreement, PC Bank will receive payments of approximately $43 million, net of related costs, which will be recognized between the third quarter of 2017 and the second quarter of 2018.

Gain on disposition of Loblaw's gas bar operations  On July 17, 2017, Loblaw sold its gas bar operations, for proceeds of approximately $540 million. Loblaw has recorded a pre-tax gain on sale of $501 million (post-tax gain of $432 million), net of related costs, in the third quarter of 2017.

Adjusted Net Interest Expense and Other Financing Charges  The Company believes adjusted net interest expense and other financing charges is useful in assessing the ongoing net financing costs of the Company.

The following table reconciles adjusted net interest expense and other financing charges to GAAP net interest expense and other financing charges reported for the periods ended as indicated. 

(unaudited) ($ millions)			16 Weeks Ended					40 Weeks Ended
			Oct. 7, 2017		Oct. 8, 2016			Oct. 7, 2017		Oct. 8, 2016
Net interest expense and other financing charges			$	103	$	129		$	408	$	523
Add:	Fair value adjustment of the Trust Unit liability		22		14			(1)		(80)
	Fair value adjustment of the forward sale agreement
		for 9.6 million Loblaw common shares	34		21			15		(10)
Adjusted net interest expense and other financing charges			$	159	$	164		$	422	$	433

Adjusted Income Taxes and Adjusted Income Tax Rate  The Company believes the adjusted income tax rate applicable to adjusted earnings before taxes is useful in assessing the underlying operating performance of its business.

The following table reconciles the effective income tax rate applicable to adjusted earnings before taxes to the GAAP effective income tax rate applicable to earnings before taxes as reported for the periods ended as indicated.

(unaudited) ($ millions except where otherwise indicated)			16 Weeks Ended							40 Weeks Ended
			Oct. 7, 2017			Oct. 8, 2016				Oct. 7, 2017			Oct. 8, 2016
Adjusted operating income^(i)			$	959		$	912			$	2,393		$	2,273
Adjusted net interest expense and other financing charges^(i)			159			164				422			433
Adjusted earnings before taxes			$	800		$	748			$	1,971		$	1,840
Income taxes			$	237		$	166			$	477		$	382
Add:	Tax impact of items excluded from adjusted
		earnings before taxes^(ii)	(23)			32				55			127
	Statutory corporate income tax rate change														(3)
Adjusted income taxes			$	214		$	198			$	532		$	506
Effective income tax rate applicable to earnings
	before taxes				20.8%			25.4%				24.0%			30.8%
Adjusted income tax rate applicable to adjusted earnings
	before taxes				26.8%			26.5%				27.0%			27.5%

(i)	See reconciliations of adjusted operating income and adjusted net interest expense and other financing charges above.
(ii)	See the adjusted EBITDA table and the adjusted net interest expense and other financing charges table above for a complete list of items excluded from adjusted earnings before taxes.

Adjusted Net Earnings Available to Common Shareholders and Adjusted Diluted Net Earnings Per Common Share  The Company believes that adjusted net earnings available to common shareholders and adjusted diluted net earnings per common share are useful in assessing the Company's underlying operating performance and in making decisions regarding the ongoing operations of its business.

The following table reconciles adjusted net earnings available to common shareholders of the Company and adjusted net earnings attributable to shareholders of the Company to net earnings attributable to shareholders of the Company and then to net earnings available to common shareholders of the Company reported for the periods ended as indicated.

(unaudited) ($ millions except where otherwise indicated)			16 Weeks Ended					40 Weeks Ended
			Oct. 7, 2017		Oct. 8, 2016			Oct. 7, 2017		Oct. 8, 2016
Net earnings attributable to shareholders of the Company			$	434	$	268		$	721	$	458
Less:	Prescribed dividends on preferred shares in
		share capital	(14)		(14)			(34)		(34)
Net earnings available to common shareholders
	of the Company		$	420	$	254		$	687	$	424
Less:	Reduction in net earnings due to dilutive
		instruments at Loblaw	(3)		(2)			(6)		(3)
Net earnings available to common shareholders for diluted
	earnings per share		$	417	$	252		$	681	$	421
Net earnings attributable to shareholders of the Company			$	434	$	268		$	721	$	458
Adjusting items (refer to the following table)			(143)			12		(11)		210
Adjusted net earnings attributable to shareholders
	of the Company		$	291	$	280		$	710	$	668
Less:	Prescribed dividends on preferred shares in
		share capital	(14)		(14)			(34)		(34)
Adjusted net earnings available to common shareholders
	of the Company		$	277	$	266		$	676	$	634
Less:	Reduction in net earnings due to dilutive
		instruments at Loblaw	(3)		(2)			(6)		(3)
Adjusted net earnings available to common shareholders
	for diluted earnings per share		$	274	$	264		$	670	$	631
Weighted average common shares outstanding (millions)^(i)			128.3			128.2		128.3		128.3

(i)	Includes impact of dilutive instruments for purposes of calculating adjusted diluted net earnings per common share.

The following table reconciles adjusted net earnings available to common shareholders of the Company and adjusted diluted net earnings per common share to GAAP net earnings available to common shareholders of the Company and diluted net earnings per common share as reported for the periods ended as indicated.

			16 Weeks Ended
			Oct. 7, 2017				Oct. 8, 2016
(unaudited) ($ except where otherwise indicated)			Net Earnings Available to Common Shareholders of the Company ($ millions)		Diluted Net Earnings Per Common Share		Net Earnings Available to Common Shareholders of the Company ($ millions)		Diluted  Net Earnings Per Common Share
As reported			$	420	$	3.25	$	254	$	1.97
Add impact of the following^(i):
	Amortization of intangible assets acquired with
		Shoppers Drug Mart	56		0.44		56		0.44
	Fair value adjustment of derivatives		13		0.09		(7)		(0.05)
	Pension annuities and buy-outs		3		0.03
	Wind-down of PC Financial banking services		(2)		(0.02)
	Gain on disposition of Loblaw's gas bar operations		(207)		(1.61)
	Restructuring and other charges		1		0.01		(4)		(0.03)
	Inventory loss, net of recoveries						4		0.03
	Asset impairments, net of recoveries						1		0.01
	Charges related to retail locations in Fort McMurray						(2)		(0.02)
	Fair value adjustment of the forward sale agreement
		for 9.6 million Loblaw common shares	(25)		(0.19)		(15)		(0.12)
	Fair value adjustment of the Trust Unit liability		(4)		(0.03)		(4)		(0.03)
	Foreign currency translation		22		0.17		(17)		(0.14)
Adjusting items			$	(143)	$	(1.11)	$	12	$	0.09
Adjusted			$	277	$	2.14	$	266	$	2.06

(i)	Net of income taxes and non-controlling interests, as applicable.

			40 Weeks Ended
			Oct. 7, 2017				Oct. 8, 2016
(unaudited) ($ except where otherwise indicated)			Net Earnings Available to Common Shareholders of the Company ($ millions)		Diluted Net Earnings Per Common Share		Net Earnings Available to Common Shareholders of the Company ($ millions)		Diluted Net Earnings Per Common Share
As reported			$	687	$	5.31	$	424	$	3.28
Add impact of the following^(i):
	Amortization of intangible assets acquired with
		Shoppers Drug Mart	140		1.09		141		1.10
	Fair value adjustment of derivatives		22		0.17		2		0.01
	Pension annuities and buy-outs		5		0.04		3		0.03
	Wind-down of PC Financial banking services		(2)		(0.02)
	Gain on disposition of Loblaw's gas bar operations		(207)		(1.61)
	Restructuring and other charges		11		0.09		24		0.19
	Inventory loss, net of recoveries		(2)		(0.02)		4		0.03
	Asset impairments, net of recoveries		3		0.02		2		0.02
	Prior year land transfer tax assessment						3		0.02
	Charges related to retail locations in Fort McMurray						2		0.02
	Drug retail ancillary assets						(1)		(0.01)
	Fair value adjustment of the forward sale agreement
		for 9.6 million Loblaw common shares	(11)		(0.09)		7		0.05
	Fair value adjustment of the Trust Unit liability						15		0.12
	Statutory corporate income tax rate change						1		0.01
	Foreign currency translation		30		0.24		7		0.05
Adjusting items			$	(11)	$	(0.09)	$	210	$	1.64
Adjusted			$	676	$	5.22	$	634	$	4.92

(i)	Net of income taxes and non-controlling interests, as applicable.

FORWARD-LOOKING STATEMENTS

This News Release contains forward-looking statements about the Company's objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects and opportunities. Specific forward-looking statements in this News Release include, but are not limited to, statements with respect to the Company's anticipated future results, events and plans, strategic initiatives and restructuring, regulatory changes including minimum wage increases and further healthcare reform, future liquidity, planned capital investments, and the status and impact of IT systems implementations. These specific forward-looking statements are contained throughout this News Release including, without limitation, in the "Outlook" section of this News Release. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may", "maintain", "achieve", "grow", and "should" and similar expressions, as they relate to the Company and its management.

Forward-looking statements reflect the Company's estimates, beliefs and assumptions, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company's expectation of operating and financial performance in 2017 is based on certain assumptions including assumptions about sales and volume growth, anticipated cost savings, operating efficiencies, and continued growth from initiatives. The Company's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Company's actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in the "Enterprise Risks and Risk Management" section of the Management's Discussion and Analysis in the Company's 2016 Annual Report and the Company's Annual Information Form ("AIF") for the year ended December 31, 2016. Such risks and uncertainties include:

• changes to the regulation of generic prescription drug prices, the reduction of reimbursements under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers;
• failure to effectively manage Loblaw's loyalty programs;
• the inability of the Company's IT infrastructure to support the requirements of the Company's business, or the occurrence of any internal or external security breaches, denial of service attacks, viruses, worms and other known or unknown cyber security or data breaches;
• failure to realize benefits from investments in the Company's new IT systems;
• failure to effectively respond to consumer trends or heightened competition, whether from current competitors or new entrants to the marketplace;
• public health events including those related to food and drug safety;
• changes to any of the laws, rules, regulations or policies applicable to the Company's business;
• failure to merchandise effectively, to execute Loblaw's e-commerce initiative or to adapt its business model to the shifts in the retail landscape caused by digital advances;
• failure to realize the anticipated benefits, including revenue growth, anticipated cost savings or operating efficiencies associated with the Company's investment in major initiatives that support its strategic priorities;
• changes in economic conditions, including economic recession or changes in the rate of inflation or deflation, employment rates and household debt, interest rates, currency exchange rates and derivative or commodity prices;
• failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements;
• adverse outcomes of legal and regulatory proceedings and related matters;
• reliance on the performance and retention of third-party service providers, including those associated with the Company's supply chain and Loblaw's apparel business, including issues with vendors in both advanced and developing markets;
• the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control shrink;
• the inability of the Company to effectively develop and execute its strategy; and
• the inability of the Company to anticipate, identify and react to consumer and retail trends.

This is not an exhaustive list of the factors that may affect the Company's forward-looking statements. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time, including without limitation, the section entitled "Operating and Financial Risks and Risk Management" in the Company's AIF for the year ended December 31, 2016. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this News Release. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2017 THIRD QUARTER REPORT TO SHAREHOLDERS

The Company's 2016 Annual Report and 2017 Third Quarter Report to Shareholders are available in the Investor Centre section of the Company's website at www.weston.ca and have been filed with SEDAR and are available online at www.sedar.com.

INVESTOR RELATIONS

Shareholders, security analysts and investment professionals should direct their requests to Mr. Geoffrey H. Wilson, Senior Vice President, Investor Relations, Business Intelligence and Communications, at the Company's Executive Office or by e-mail at [email protected].

Additional financial information has been filed electronically with various securities regulators in Canada through SEDAR. This News Release includes selected information on Loblaw Companies Limited, a public company with shares trading on the Toronto Stock Exchange. For information regarding Loblaw, readers should also refer to the materials filed by Loblaw with SEDAR from time to time. These filings are also maintained at Loblaw's corporate website at www.loblaw.ca.  

THIRD QUARTER CONFERENCE CALL AND WEBCAST

George Weston Limited will host a conference call as well as an audio webcast on Tuesday, November 21, 2017 at 9:00 a.m. (EDT). To access via tele-conference, please dial [phone] or 1-888-231-8191. The playback will be available two hours after the event at [phone] or 1-855-859-2056, passcode: 49340857#. To access via audio webcast, please visit the Investor Centre section of www.weston.ca. Pre-registration will be available.

Endnotes
(1)	See "Non-GAAP Financial Measures" section of this News Release beginning of this News Release.
(2)	This News Release contains forward-looking information. See "Forward-Looking Statements" section of this News Release for a discussion of material factors that could cause actual results to differ materially from the forecasts and projections herein and of the material factors, estimates, beliefs and assumptions that were applied in presenting the conclusions, forecasts and projections presented herein. This News Release must be read in conjunction with GWL's filings with securities regulators made from time to time, all of which can be found at www.weston.ca and www.sedar.com.

SOURCE George Weston Limited

Mr. Geoffrey H. Wilson, Senior Vice President, Investor Relations, Business Intelligence and Communications, at the Company's Executive Office or by e-mail at [email protected].

Related Links

http://www.weston.ca