George Weston Limited Reports 2013 Third Quarter Results(2)

TORONTO, Nov. 19, 2013/CNW/ - George Weston Limited (TSX: WN) ("GWL") today announced its consolidated unaudited results for the 16 weeks ended October 5, 2013.

The 2013 Third Quarter Report to Shareholders of George Weston Limited and its subsidiaries, together referred to as the "Company", including the Company's unaudited interim period condensed consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the 16 and 40 weeks ended October 5, 2013, is available in the Investor Centre section of the Company's website at www.weston.ca and has been filed with the System for Electronic Document Analysis and Retrieval ("SEDAR") and will be available at www.sedar.com.

2013 Third Quarter Summary

  • Adjusted basic net earnings per common share from continuing operations(1) declined to $1.38from $1.47in the third quarter of 2012.
  • Adjusted operating income(1) declined to $489 millionfrom $510 million.
  • Sales growth of 2.1% to $10,377 million.

"George Weston Limited has made progress this year to ensure it is well-positioned for the future. The third quarter of 2013 marked the completion of important milestones: the initial public offering of Choice Properties REIT, Shoppers Drug Mart shareholders voted in favour of the arrangement agreement and the financing required to close the acquisition was successfully completed", said W. Galen Weston, Executive Chairman, George Weston Limited.

CONSOLIDATED RESULTS OF OPERATIONS
(unaudited)
($ millions except where otherwise indicated)  16 Weeks Ended 40 Weeks Ended
For the periods ended as indicated Oct. 5, 2013 Oct. 6, 2012(3) Change Oct. 5, 2013 Oct. 6, 2012(3) Change
Sales $ 10,377 $ 10,164 2.1% $ 25,663 $ 25,015 2.6%
Operating income $ 467 $ 475 (1.7)% $ 1,227 $ 1,072 14.5%
Adjusted operating income(1) $ 489 $ 510 (4.1)% $ 1,210 $ 1,188 1.9%
Adjusted operating margin(1) 4.7% 5.0% 4.7% 4.7%
Adjusted EBITDA(1) $ 762 $ 769 (0.9)% $ 1,886 $ 1,823 3.5%
Adjusted EBITDA margin(1) 7.3% 7.6% 7.3% 7.3%
Net interest expense and other
  financing charges 		$ 157 $ 139 12.9% $ 391 $ 266 47.0%
Income taxes $ 82 $ 99 (17.2)% $ 219 $ 210 4.3%
Net earnings from continuing
  operations attributable to
  shareholders of the Company 		$ 171 $ 156 9.6% $ 431 $ 412 4.6%
Net earnings from discontinued
  operations 		$ 58 $ 58
Basic net earnings per common share
  from continuing operations ($) 		$ 1.23 $ 1.11 10.8% $ 3.11 $ 2.95 5.4%
Adjusted basic net earnings per
  common share from continuing
  operations(1) ($) 		$ 1.38 $ 1.47 (6.1)% $ 3.38 $ 3.39 (0.3)%

Pavi Binning, President, George Weston Limited, commented that "George Weston Limited's third quarter results reflect the challenging environments in which both of its operating segments participate. Loblaw and Weston Foods delivered good sales performance while their operating results reflected the investments required to execute their respective strategies in highly competitive sales environments".

During the third quarter of 2013, Choice Properties Real Estate Investment Trust ("Choice Properties") completed a $460 millionInitial Public Offering ("IPO") of its Trust Units ("Units"), including the exercise of a $60 millionover-allotment option, a public offering of $600 millionaggregate principal amount of senior unsecured debentures (the "Debentures"), and issued $200 millionof Units to GWL as described in the "Choice Properties Real Estate Investment Trust" section of this News Release.

On September 12, 2013, Shoppers Drug Mart Corporation ("Shoppers Drug Mart") shareholders voted in favour of Loblaw Companies Limited's ("Loblaw") agreement to acquire all of the outstanding common shares of Shoppers Drug Mart. As part of the financing of the acquisition, GWL has agreed to subscribe for approximately $500 millionof additional Loblaw common shares, as described in the "Agreement to Acquire Shoppers Drug Mart Corporation" section of this News Release.

During the third quarter of 2013, the Company recorded income related to discontinued operations of $58 million, as described in the "Discontinued Operations" section of this News Release.

The Company's third quarter 2013 adjusted basic net earnings per common share from continuing operations(1) were $1.38compared to $1.47in the same period in 2012, a decrease of $0.09. The decrease was primarily attributable to the decline in the operating performance of Loblaw and Weston Foods and a higher effective income tax rate(4).

The Company's basic net earnings per common share from continuing operations were $1.23compared to $1.11in the same period in 2012. The increase included the year-over-year favourable impact of certain items, including certain foreign currency translation and the impact of the forward sale agreement for 9.6 million Loblaw common shares. The increase was partially offset by the year-over-year unfavourable impact of the fair value adjustment of commodity derivatives at Weston Foods and certain 2013 items relating to the Choice Properties and Shoppers Drug Mart transactions.

The Choice Properties Units held by the public are presented as a liability and are recorded at fair value at each reporting period. The transaction costs relating to the issuance of Units of $43 millionand a fair value gain of $5 millionwere recorded in net interest expense and other financing charges in the third quarter of 2013. Start-up costs of $3 millionand incremental general and administrative costs of $3 millionwere also incurred and recorded in operating income in the third quarter of 2013 associated with the creation of Choice Properties.

During the third quarter of 2013, Loblaw incurred acquisition related costs, completed the re-financing of the $1.6 billionbridge loan entered into to finance a portion of the cash element of the transaction and settled a forward contract it had entered into to hedge certain exposures relating to this re-financing. During the third quarter of 2013, Loblaw recorded Shoppers Drug Mart related acquisition costs of $9 millionin operating income and net financing charges of $1 millionin net interest expense and other financing charges associated with the above.

Subsequent to the end of the third quarter of 2013, Loblaw announced the reduction of approximately 275 store-support positions. Loblaw expects to incur a charge of approximately $30 millionin the fourth quarter of 2013, reflecting the anticipated costs of the reductions.

The Company uses non-GAAP financial measures. See the "Non-GAAP Financial Measures" section of this News Release for more information on these non-GAAP financial measures.

REPORTABLE OPERATING SEGMENTS

Weston Foods
(unaudited) 		16 Weeks Ended 40 Weeks Ended
($ millions except where otherwise indicated) 
For the periods ended as indicated Oct. 5, 2013 Oct. 6, 2012 Oct. 5, 2013 Oct. 6, 2012
Sales $ 562 $ 541 $ 1,399 $ 1,366
Operating income $ 86 $ 114 $ 198 $ 186
Adjusted operating income(1) $ 88 $ 94 $ 213 $ 218
Adjusted operating margin(1) 15.7% 17.4% 15.2% 16.0%
Adjusted EBITDA(1) $ 107 $ 112 $ 261 $ 263
Adjusted EBITDA margin(1) 19.0% 20.7% 18.7% 19.3%

Weston Foods sales in the third quarter of 2013 increased by 3.9% to $562 millionfrom $541 millionand volumes increased by 0.4% compared to the same period in 2012 despite challenging market conditions. Excluding the impact of the loss of certain frozen products that Weston Foods distributed on behalf of certain customers in 2012 and foreign currency translation, sales increased 4.3% due to the combined positive impact of pricing and changes in sales mix of 3.1% and an increase in volume of 1.2%.

Weston Foods operating income in the third quarter of 2013 was $86 millioncompared to $114 millionin the same period in 2012, a decrease of $28 million. The decrease was primarily due to the year-over-year unfavourable impact of the fair value adjustment of commodity derivatives of $19 millionand a decline in underlying operating performance.

Weston Foods adjusted operating income(1) in the third quarter of 2013 was $88 millioncompared to $94 millionin the same period in 2012. Weston Foods adjusted operating margin(1) for the third quarter of 2013 decreased to 15.7% from 17.4% in the same period in 2012. Adjusted operating income(1) was positively impacted by higher sales volumes driven by investments in growth, marketing and innovation including new manufacturing capacity and promotional activity as well as higher pricing and the benefits realized from productivity improvements and other cost reduction initiatives. This improvement was more than offset by a decline in the performance of the frozen dough business, the cost impact of investments, including the impact from changes in sales mix and higher commodity and other input costs. The decline in the performance of the frozen dough business was as a result of lower sales due in part to certain retail customers focusing less on frozen dough products as well as some operational challenges.

Loblaw
(unaudited) 		16 Weeks Ended 40 Weeks Ended
($ millions except where otherwise indicated) 
For the periods ended as indicated Oct. 5, 2013 Oct. 6, 2012 Oct. 5, 2013   Oct. 6, 2012
Sales $ 10,009 $ 9,827 $ 24,731 $ 24,139
Operating income $ 369 $ 403 $ 996 $ 928
Adjusted operating income(1) $ 401 $ 416 $ 997 $ 970
Adjusted operating margin(1) 4.0% 4.2% 4.0% 4.0%
Adjusted EBITDA(1) $ 655 $ 657 $ 1,625 $ 1,560
Adjusted EBITDA margin(1) 6.5% 6.7% 6.6% 6.5%

Loblaw remained focused on its strategy to invest in the customer proposition which resulted in the third straight quarter of same-store sales growth in an intensely competitive environment. At the same time, Loblaw continued to create efficiencies in its business particularly in labour and supply chain.

Loblaw sales in the third quarter of 2013 increased by 1.9% to $10,009 millionfrom $9,827 millionin the same period in 2012. Loblaw's Retail segment sales increased by 1.5% and same-store sales growth was 0.4% (2012 - decline of 0.2%), negatively impacted by the timing of the Thanksgivingholiday, estimated to be 0.5% to 0.7%. Loblaw's average quarterly internal food price index was flat during the third quarter of 2013 (2012 - modest inflation), and was lower than the average quarterly national food price inflation of 0.9% (2012 - 1.8%) as measured by "The Consumer Price Index for Food Purchased from Stores". In the last twelve months, corporate and franchise store square footage increased 1.2% (2012 - 0.6%). Loblaw sales in the third quarter of 2013 were also positively impacted by an increase in revenue from its Financial Services segment, which includes President's Choice Bank, a subsidiary of Loblaw.

Loblaw operating income in the third quarter of 2013 was $369 millioncompared to $403 millionin the same period in 2012, a decrease of $34 million. The decrease includes certain 2013 impacts of the Choice Properties and Shoppers Drug Mart transactions and a decline in underlying operating performance. Loblaw adjusted operating income(1) decreased by $15 millionto $401 millionin the third quarter of 2013 compared to $416 millionin the same period in 2012. Adjusted operating margin(1) was 4.0% compared to 4.2% in the same period in 2012.

The decrease in adjusted operating income(1) wasprimarily driven by a decline in Loblaw's Retail segment, partially offset by an improvement in Loblaw's Financial Services segment. The decrease in Loblaw's Retail segment was a result of declines in foreign exchange gains, increased other operating costs, including depreciation and amortization, and changes in the value of Loblaw's investments in its franchise business, partially offset by supply chain and labour efficiencies. Retail gross profit was flat in the third quarter of 2013 when compared to the same period in 2012.

NET INTEREST EXPENSE AND OTHER FINANCING CHARGES
In the third quarter of 2013, net interest expense and other financing charges increased by $18 millionto $157 millioncompared to the same period in 2012. Net interest expense and other financing charges are impacted by the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares. This fair value adjustment had a favourable year-over-year impact of $36 millionin the third quarter of 2013.

In addition, third quarter 2013 net interest expense and other financing charges were impacted by Choice Properties IPO transaction costs of $43 million, United Statesprivate placement ("USPP") note early settlement costs of $18 millionand Shoppers Drug Mart related net financing charges of $1 million, partially offset by the fair value gain on the Choice Properties Trust Unit liability of $5 million.

Excluding the above impacts, net interest expense and other financing charges decreased by $3 millionin the third quarter of 2013 compared to the same period in 2012. The decrease in the third quarter of 2013 was primarily a result of a decline in net interest on the Company's net defined benefit obligation and interest relating to financial derivative instruments, partially offset by Choice Properties Unit distributions to the public presented in net interest expense and other financing charges.

INCOME TAXES
In the third quarter of 2013, income tax expense decreased to $82 millionfrom $99 millionin the same period in 2012. The effective income tax rate decreased to 26.5% in the third quarter of 2013 from 29.5% in the same period in 2012, primarily due to non-taxable foreign currency translation gains recorded in 2013 (2012 - non-deductible foreign currency translation losses) and the change in the proportion of taxable income earned across different tax jurisdictions, partially offset by an increase in non-deductible amounts.

DISCONTINUED OPERATIONS
During the third quarter of 2013, the Company recorded income related to discontinued operations of $58 million, which included the settlement of a previously disclosed litigation of $48 million($40 million, net of income taxes) and adjustments resulting in income of $18 millionassociated with the Company's (excluding Loblaw) previously owned operations.

CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST
During the third quarter of 2013, in connection with its acquisition of approximately $7 billionof properties and related assets from Loblaw, Choice Properties completed a $460 millionIPO of Units, including the exercise of a $60 millionover-allotment option. In addition, Choice Properties issued $200 millionof Units to GWL. After the exercise of the over-allotment option, GWL held an effective interest of approximately 5.6% and Loblaw held an effective interest of approximately 81.7% in Choice Properties.

At closing, Loblaw recorded transaction costs of approximately $43 millionin net interest expense and other financing charges related to the completion of the IPO.

Concurrent with the offering of Units, Choice Properties completed a public offering of Debentures. A portion of the debt offering proceeds were used to replenish the cash used to repay the United States("U.S.") $150 millionUSPP note that matured during the second quarter of 2013 and to early-settle the remaining U.S. $150 millionUSPP note during the third quarter of 2013, including the associated early-settlement costs of approximately $18 million, which were recorded in net interest expense and other financing charges.

On October 22, 2013, Choice Properties acquired a portfolio of nine investment properties from Loblaw for an aggregate purchase price of approximately $150 million, which was settled through the issuance of 9,925,671 Class B Limited Partnership units and cash. As a result of the transaction, Loblaw now holds an effective interest of approximately 82.2% and GWL holds an effective interest of approximately 5.4% in Choice Properties.

AGREEMENT TO ACQUIRE SHOPPERS DRUG MART CORPORATION
On July 14, 2013, Loblaw entered into an arrangement agreement to acquire all of the outstanding common shares of Shoppers Drug Mart for consideration of up to approximately $6.7 billionof cash and up to approximately 119.9 million common shares. Based on Loblaw's closing common share price on that date, the purchase price would be approximately $12.4 billion.

In connection with the acquisition, Loblaw entered into bank facilities consisting of a $3.5 billionterm loan facility and a $1.6 billionbridge loan facility. On September 10, 2013, Loblaw issued $1.6 billionaggregate principal amount of senior unsecured notes and concurrently cancelled the bridge loan facility. As part of the financing of the acquisition, GWL has agreed to subscribe for approximately $500 millionof additional Loblaw common shares.

On September 12, 2013, Shoppers Drug Mart shareholders voted in favour of the agreement and on September 16, 2013a final order of the OntarioSuperior Court of Justice approving the agreement was obtained. The transaction is subject to compliance with the Competition Act (Canada) and certain other closing conditions customary in transactions of this nature. The process of review under the Competition Act (Canada) is proceeding as expected and the Company anticipates that the transaction will be completed during the first quarter of 2014. Further information on the transaction and its expected effects on Loblaw can be found in the Information Statement filed by Loblaw on August 20, 2013, in respect of Shoppers Drug Mart shareholder approval of the transaction. There can be no assurance that all conditions will be met or waived or that Loblaw will be able to successfully consummate the proposed transaction as currently contemplated or at all.

OUTLOOK(2)
The outlook reflects the underlying operating performance of the Company's operating segments as discussed below.

Weston Foods expects moderate fourth quarter sales growth. Despite the growth in sales, full year adjusted operating margin(1) is expected to decline by an amount approximately equal to the margin decline experienced on a year-to-date basis. Pressures on adjusted operating margin(1) in the fourth quarter are expected to be consistent with those experienced in the third quarter of 2013.

In a highly competitive market, Loblaw's strategy of focusing on its customer proposition has delivered same-store sales growth in each of the first three quarters of 2013. In addition to its focus on sales growth, Loblaw is committed to creating efficiencies in its business. Consistent with the first half of the year, in the third quarter Loblaw delivered operating efficiencies in its core retail business, including labour and supply chain efficiencies.

In the third quarter of 2013, Loblaw made greater than anticipated investments in targeted food categories as a result of an increasingly competitive environment driven by greater than historical square footage expansion. Loblaw remains committed to its strategy to drive its customer proposition, including investments in food margins, in the fourth quarter of 2013. As a result, Loblaw expects adjusted operating income(1) for the full year to be flat compared to 2012.

DECLARATION OF QUARTERLY DIVIDENDS
Subsequent to the end of the third quarter of 2013, the Board of Directors declared a quarterly dividend on George Weston Limited Common Shares, Preferred Shares, Series I, Preferred Shares, Series III, Preferred Shares, Series IV and Preferred Shares, Series V payable as follows:

Common Shares $0.415 per share payable January 1, 2014, to
shareholders of record December 15, 2013;
Preferred Shares, Series I $0.3625 per share payable December 15, 2013, to
shareholders of record November 30, 2013;
Preferred Shares, Series III $0.3250 per share payable January 1, 2014, to
shareholders of record December 15, 2013;
Preferred Shares, Series IV $0.3250 per share payable January 1, 2014, to
shareholders of record December 15, 2013; and
Preferred Shares, Series V $0.296875 per share payable January 1, 2014, to
shareholders of record December 15, 2013.

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, expected costs associated with restructuring, financing of the Company's capital investment program and ongoing business requirements, the status and impact of information technology ("IT") systems implementation, the Canadian retail environment and future plans. These specific forward-looking statements are contained throughout this News Release including, without limitation, in the "Outlook" section. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions, as they relate to the Company and its management.

Forward-looking statements reflect the Company's current 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 2013 is based on certain assumptions including assumptions about revenue growth, anticipated cost savings and operating efficiencies, no unanticipated changes in the effective income tax rates, no unexpected adverse events or costs related to Loblaw's investments in IT and supply chain, and no significant unanticipated increase in the price of commodities and other input costs at Weston Foods that it will not be able to offset. 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 the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to:

  • failure to realize anticipated results, including revenue growth, anticipated cost savings or operating efficiencies from the Company's major initiatives, including those from restructuring;
  • failure to realize benefits from investments in the Company's IT systems, including the Company's systems implementation, or unanticipated results from these initiatives;
  • the inability of the Company's IT infrastructure to support the requirements of the Company's business;
  • unanticipated results associated with the Company's strategic initiatives and the impact of acquisitions or dispositions of businesses on the Company's future revenues and earnings;
  • heightened competition, whether from current competitors or new entrants to the marketplace;
  • changes in economic conditions including the rate of inflation or deflation, changes in interest and foreign currency exchange rates and changes in derivative and commodity prices;
  • public health events;
  • risks associated with product defects, food safety and product handling;
  • failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements which could lead to work stoppages;
  • the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control shrink;
  • the impact of potential environmental liabilities;
  • failure to respond to changes in consumer tastes and buying patterns;
  • reliance on the performance and retention of third-party service providers including those associated with the Company's supply chain and apparel business;
  • supply and quality control issues with vendors;
  • changes to the regulation of generic prescription drug prices and the reduction of reimbursement under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers;
  • changes in the Company's income, commodity, other tax and regulatory liabilities including changes in tax laws, regulations or future assessments;
  • any requirement of the Company to make contributions to its registered funded defined benefit pension plans or the multi-employer pension plans in which it participates in excess of those currently contemplated;
  • the risk that the Company would experience a financial loss if its counterparties fail to meet their obligations in accordance with the terms and conditions of their contracts with the Company;
  • the inability of Loblaw to collect on its credit card receivables;
  • failure of Choice Properties to execute its plan and realize its forecasted results; and
  • failure to complete the acquisition of Shoppers Drug Mart or to realize the anticipated strategic benefits or operational, competitive or cost synergies.

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 the "Enterprise Risks and Risk Management" section of the MD&A included in the Company's 2013 Third Quarter Report to Shareholders and Section 13, "Enterprise Risks and Risk Management", of the MD&A included in the Company's 2012 Annual Report. 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.

NON-GAAP FINANCIAL MEASURES
The Company uses the following non-GAAP financial measures: adjusted operating income and adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin, and adjusted basic net earnings per common share from continuing operations. 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, as 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. Beginning in the third quarter of 2013, Loblaw began reporting its results of operations on an adjusted basis. The Company excludes the impact of items excluded by Loblaw management when reporting its consolidated and segment results.

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.

Adjusted Operating Income and Adjusted EBITDA
The Company believes adjusted operating income is useful in assessing the Company's underlying operating performance and in making decisions regarding the ongoing operations of its business. The Company believes adjusted EBITDA is also useful in assessing 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 tables reconcile adjusted operating income and adjusted EBITDA to GAAP net earnings from continuing operations attributable to shareholders of the Company reported for the periods ended as indicated.

16 Weeks Ended
Oct. 5, 2013 Oct. 6, 2012(i)
(unaudited)
($ millions) 		Weston Foods Loblaw Other(ii) Consolidated Weston Foods Loblaw Other(ii) Consolidated
Net earnings from continuing operations
  attributable to shareholders of the
  Company 		$ 171 $ 156
Add impact of the following:
Non-controlling interests 57 81
Income taxes 82 99
Net interest expense and other
  financing charges 		157 139
Operating income (loss) $ 86 $ 369 $ 12 $ 467 $ 114 $ 403 $ (42) $ 475
Add (deduct) impact of the following:
Restructuring and other charges(iii) 1 3 4 3 3
Fair value adjustment of commodity
  derivatives at Weston Foods 		(1) (1) (20) (20)
Share-based compensation net of 
  equity derivatives 		2 10 12 (2) 9 7
Fixed asset and other related impairments, 
  net of recoveries 		4 4 4 4
Shoppers Drug Mart acquisition costs 9 9
Choice Properties general and
  administrative costs 		3 3
Choice Properties start-up costs 3 3
MEPP withdrawal liability incurred
  by Weston Foods 		(1) (1)
Foreign currency translation (gain) loss (12) (12) 42 42
Adjusted operating income $ 88 $ 401 $ $ 489 $ 94 $ 416 $ $ 510
Depreciation and amortization 19 254 273 18 241 259
Adjusted EBITDA $ 107 $ 655 $ $ 762 $ 112 $ 657 $ $ 769
(i)  Certain 2012 figures have been restated due to the implementation of revised International Accounting Standard ("IAS") 19, "Employee Benefits". See note 2 of the Company's condensed consolidated financial statements included in the 2013 Third Quarter Report to Shareholders.
(ii)  Operating income in the third quarter of 2013 included a gain of $12 million (2012 - loss of $42 million) related to the effect of foreign currency translation on a portion of the U.S. dollar denominated cash and short term investments held by foreign operations.
(iii)  Restructuring and other charges included $1 million (2012 - $2 million) accelerated depreciation incurred by Weston Foods.
40 Weeks Ended
Oct. 5, 2013 Oct. 6, 2012(i)
(unaudited)
($ millions) 		Weston Foods  Loblaw Other(ii) Consolidated Weston Foods  Loblaw Other(ii) Consolidated
Net earnings from continuing operations
  attributable to shareholders of the
  Company 		$ 431 $ 412
Add impact of the following:
Non-controlling interests 186 184
Income taxes 219 210
Net interest expense and other
  financing charges 		391 266
Operating income (loss) $ 198 $ 996 $ 33 $ 1,227 $ 186 $ 928 $ (42) $ 1,072
Add (deduct) impact of the following:
Restructuring and other charges(iii) 3 3 6 9 9 18
Fair value adjustment of commodity
  derivatives at Weston Foods 		6 6 (16) (16)
Share-based compensation net of 
  equity derivatives 		6 24 30 5 26 31
Fixed asset and other related impairments, 
  net of recoveries 		10 10 7 7
Shoppers Drug Mart acquisition costs 9 9
Choice Properties general and 
  administrative costs 		3 3
Choice Properties start-up costs 3 3
Defined benefit plan amendments (51) (51)
MEPP withdrawal liability incurred 
  by Weston Foods 		34 34
Foreign currency translation (gain) loss (33) (33) 42 42
Adjusted operating income $ 213 $ 997 $ $ 1,210 $ 218 $ 970 $ $ 1,188
Depreciation and amortization 48 628 676 45 590 635
Adjusted EBITDA $ 261 $ 1,625 $ $ 1,886 $ 263 $ 1,560 $ $ 1,823
(i)  Certain 2012 figures have been restated due to the implementation of revised IAS 19, "Employee Benefits". See note 2 of the Company's condensed consolidated financial statements included in the 2013 Third Quarter Report to Shareholders.
(ii)  Year-to-date operating income included a gain of $33 million (2012 - loss of $42 million) related to the effect of foreign currency translation on a portion of the U.S. dollar denominated cash and short term investments held by foreign operations.
(iii)  Year-to-date restructuring and other charges included $3 million (2012 - $3 million) of accelerated depreciation incurred by Weston Foods. Year-to-date other charges at Loblaw in 2012 of $9 million related to changes in Loblaw's distribution network.

The year-over-year changes in the following items influenced operating income in the third quarter of 2013:

Restructuring and other chargesThe Company continuously evaluates strategic and cost reduction initiatives related to its store infrastructure, manufacturing assets, distribution networks and administrative infrastructure with the objective of ensuring a low cost operating structure. Restructuring activities related to these initiatives are ongoing. The details of restructuring and other charges are included in the "Reportable Operating Segments" section of the MD&A included in the Company's 2013 Third Quarter Report to Shareholders.

Fair value adjustment of commodity derivatives at Weston Foods  Weston Foods is exposed to commodity price fluctuations primarily as a result of purchases of certain raw materials, fuels and utilities. In accordance with the Company's risk management policy, Weston Foods enters into commodity derivatives to reduce the impact of price fluctuations in forecasted raw material purchases over a specified period of time. These commodity derivatives are not acquired for trading or speculative purposes. Pursuant to Weston Foods' derivative instruments accounting policy, certain changes in fair value, which include realized and unrealized gains and losses related to future purchases of raw materials, are recorded in operating income. In the third quarter of 2013, Weston Foods recorded income of $1 million(2012 - $20 million) related to the fair value adjustment of exchange traded commodity derivatives. Despite the impact of accounting for these commodity derivatives on the Company's reported results, the derivatives have the economic impact of largely mitigating the associated risks arising from price fluctuations in the underlying commodities during the period that the commodity derivatives are held.

Share-based compensation net of equity derivativesGWL and Glenhuron Bank Limited ("Glenhuron") held equity derivatives to partially hedge the impact of increases in the value of GWL and Loblaw common shares on share-based compensation cost. The amount of net share-based compensation cost recorded in operating income has historically been mainly dependent upon changes in the value of GWL and Loblaw common shares and the number and vesting of Restricted Share Units ("RSUs") and Performance Share Units ("PSUs") relative to the number of common shares underlying the equity derivatives. In the first quarter of 2013, GWL and Glenhuron settled their remaining equity derivative contracts and the RSU and PSU plans were amended to require settlement in common shares rather than in cash. As a result of the settlements and plan amendments, the components of share-based compensation and their exposure to changes in the value of GWL and Loblaw common shares have changed. In order to assess consolidated and segment operating performance on a consistent basis, management continues to exclude the impact of share-based compensation from operating income. In the third quarter of 2013, a charge of $12 million(2012 - $7 million) was recorded related to share-based compensation net of equity derivatives.

Fixed asset and other related impairments, net of recoveries  At each balance sheet date the Company assesses and, when required, records impairments and recoveries of previous impairments related to the carrying value of its fixed assets, investment properties and intangible assets. In the third quarter of 2013, Loblaw recorded a charge of $4 million(2012 - $4 million) related to fixed asset and other related impairments, net of recoveries.

Shoppers Drug Mart acquisition costs In connection with the agreement to acquire all of the outstanding common shares of Shoppers Drug Mart, Loblaw incurred $9 millionof acquisition costs in the third quarter of 2013.

Choice Properties general and administrative costs  During the third quarter of 2013, Loblaw recorded incremental general and administrative costs relating to Choice Properties of $3 million.

Choice Properties start-up costs  In connection with the IPO of Choice Properties, Loblaw incurred certain costs to facilitate the start-up of the new entity. During the third quarter of 2013, Loblaw recorded $3 millionof Choice Properties start-up costs.

Multi-employer pension plan withdrawal liability incurred by Weston Foods  In the second quarter of 2012, Weston Foods withdrew from one of the U.S. multi-employer pension plans ("MEPP") in which it participated and recorded a withdrawal liability. In the third quarter of 2012, the Company paid its withdrawal liability.

Foreign currency translation gains and losses  The Company's consolidated financial statements are expressed in Canadian dollars. A portion of the Company's (excluding Loblaw's) net assets are denominated in U.S. dollars and as a result, the Company is exposed to foreign currency translation gains and losses. The impact of foreign currency translation on a portion of the U.S. dollar denominated net assets, primarily cash and short term investments held by foreign operations, is recorded in operating income. In the third quarter of 2013, a foreign currency translation gain of $12 million(2012 - loss of $42 million) was recorded in operating income as a result of the depreciation (2012 - appreciation) of the Canadian dollar.

Adjusted Basic Net Earnings per Common Share from Continuing Operations

The Company believes adjusted basic net earnings per common share from continuing operations is 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 basic net earnings per common share from continuing operations to GAAP basic net earnings per common share from continuing operations reported for the periods ended as indicated.

(unaudited)  16 Weeks Ended 40 Weeks Ended
($) Oct. 5, 2013 Oct. 6, 2012(i) Oct. 5, 2013 Oct. 6, 2012(i)
Basic net earnings per common share from
  continuing operations 		$ 1.23 $ 1.11 $ 3.11 $ 2.95
(Deduct) Add impact of the following(ii):
Fair value adjustment of the forward sale agreement
  for 9.6 million Loblaw common shares 		(0.11) 0.10 0.20 (0.24)
Restructuring and other charges 0.02 0.02 0.03 0.09
Fair value adjustment of commodity derivatives
  at Weston Foods 		(0.01) (0.11) 0.03 (0.09)
Share-based compensation net of equity derivatives 0.07 0.02 0.15 0.17
Fixed asset and other related impairments,
  net of recoveries 		0.01 0.01 0.03 0.02
Shoppers Drug Mart acquisition costs and net
  financing charges 		0.05 0.05
Choice Properties general and
  administrative costs 		0.01 0.01
Choice Properties start-up and IPO
  transaction costs 		0.17 0.17
Defined benefit plan amendments (0.18)
MEPP withdrawal liability incurred by Weston Foods (0.01) 0.16
Early debt settlement costs 0.06 0.06
Fair value adjustment of Trust Unit liability (0.02) (0.02)
Foreign currency translation (gain) loss (0.10) 0.33 (0.26) 0.33
Adjusted basic net earnings per common share
  from continuing operations 		$ 1.38 $ 1.47 $ 3.38 $ 3.39
(i)  Certain 2012 figures have been restated due to the implementation of revised IAS 19, "Employee Benefits". See note 2 of the Company's condensed consolidated financial statements included in the 2013 Third Quarter Report to Shareholders.
(ii)  Net of interest, income taxes and non-controlling interests, as applicable.

In addition to the items described in the "Adjusted Operating Income and Adjusted EBITDA" section above, the year-over-year changes in the following items also influenced basic net earnings per common share from continuing operations in the third quarter of 2013:

Fair value adjustment of the forward sale agreement for 9.6 million Loblaw common sharesThe fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares is non-cash and is included in net interest expense and other financing charges. The adjustment is determined by changes in the value of the underlying Loblaw common shares. In the third quarter of 2013, income of $20 millionon a pre-tax basis (2012 - a charge of $16 million) was recorded in net interest expense and other financing charges as a result of the decrease (2012 - increase) in the market price of Loblaw common shares.

Shoppers Drug Mart net financing charges  In addition to the acquisition costs noted above, during the third quarter of 2013, costs of $11 millionon a pre-tax basis were incurred in connection with the committed financing related to the acquisition. In addition, in connection with the issuance of $1.6 billionunsecured notes in the third quarter of 2013, Loblaw hedged its exposure to interest rates in the period prior to the issuance. As this relationship did not qualify for hedge accounting, this resulted in a $10 milliongain on the unwind of the hedge. The net impact of the financing costs and gain was recorded in net interest expense and other financing charges.

Choice Properties IPO transaction costs In addition to the start-up costs noted above, during the third quarter of 2013, transaction costs of $43 millionon a pre-tax basis were incurred related directly to the IPO. These transaction costs were recorded in net interest expense and other financing charges.

Early debt settlement costs  During the third quarter of 2013, Loblaw settled its remaining U.S. $150 millionUSPP note and related cross currency swap in advance of their May 29, 2015maturity date. Loblaw incurred early-settlement costs related to the prepayment of $18 millionon a pre-tax basis, which were recorded in net interest expense and other financing charges.

Fair value adjustment of Trust Unit liability  The Company is exposed to market price fluctuations as a result of the Choice Properties Units held by the public. These Units are presented as a liability on the Company's consolidated balance sheet as they are redeemable for cash at the option of the holder, subject to certain restrictions. This liability is recorded at fair value at each reporting period based on the market price of Units. In the third quarter of 2013, the Company recorded income of $5 million(2012 - nil) related to the fair value adjustment of the Trust Unit liability.

SELECTED FINANCIAL INFORMATION
The following includes selected quarterly financial information which is prepared by management in accordance with International Financial Reporting Standards ("IFRS") and is based on the Company's 2013 Third Quarter Report to Shareholders. This financial information does not contain all disclosures required by IFRS, and accordingly, this financial information should be read in conjunction with the Company's 2012 Annual Report and 2013 Third Quarter Report to Shareholders available in the Investor Centre section of the Company's website at www.weston.ca.

Condensed Consolidated Statements of Earnings

(unaudited) 16 Weeks Ended 40 Weeks Ended
(millions of Canadian dollars 
except where otherwise indicated) Oct. 5, 2013 Oct. 6, 2012(3) Oct. 5, 2013 Oct. 6, 2012(3)
Revenue $ 10,377 $ 10,164 $ 25,663   $ 25,015
Operating Expenses
Cost of inventories sold 7,854 7,657 19,345 18,830
Selling, general and administrative expenses 2,056 2,032 5,091 5,113
9,910 9,689 24,436 23,943
Operating Income 467 475 1,227 1,072
Net Interest Expense and Other Financing Charges 157 139 391 266
Earnings Before Income Taxes 310 336 836 806
Income Taxes 82 99 219 210
Net Earnings from Continuing Operations 228 237 617 596
Attributable to:
Shareholders of the Company 171 156 431 412
Non-Controlling Interests 57 81 186 184
Net Earnings from Continuing Operations 228 237 617 596
Discontinued Operations 58 58
Net Earnings $ 286 $ 237 $ 675   $ 596
Net Earnings per Common Share ($) - Basic
Continuing Operations $ 1.23 $ 1.11 $ 3.11   $ 2.95
Discontinued Operations $ 0.46 $ 0.46
Net Earnings $ 1.69 $ 1.11 $ 3.57   $ 2.95
Net Earnings per Common Share ($) - Diluted
Continuing Operations $ 1.22 $ 1.03 $ 3.08   $ 2.93
Discontinued Operations $ 0.46 $ 0.46
Net Earnings $ 1.68 $ 1.03 $ 3.54   $ 2.93

Condensed Consolidated Balance Sheets

(unaudited) As at
(millions of Canadian dollars) Oct. 5, 2013 Oct. 6, 2012(3) Dec. 31, 2012(3)
ASSETS
Current Assets
Cash and cash equivalents $ 1,837 $ 1,067 $ 1,589
Short term investments 2,223 2,407 2,138
Accounts receivable 693 597 559
Credit card receivables 2,430 2,073 2,305
Inventories 2,241 2,076 2,132
Income taxes recoverable 49 37
Prepaid expenses and other assets 158 116 83
Assets held for sale 22 30 30
Total Current Assets 9,604 8,415 8,873
Fixed Assets 9,459 9,260 9,452
Investment Properties 96 97 100
Goodwill and Intangible Assets 1,576 1,573 1,571
Deferred Income Taxes 293 312 316
Security Deposits 1,990 340 348
Franchise Loans Receivable 362 365 363
Other Assets 790 854 781
Total Assets $ 24,170 $ 21,216 $ 21,804
LIABILITIES
Current Liabilities
Bank indebtedness $ 1
Trade payables and other liabilities $ 3,533 3,498   $ 3,937
Provisions 87 69 123
Income taxes payable 34
Short term debt 1,349 1,309 1,319
Long term debt due within one year 1,182 219 672
Total Current Liabilities 6,185 5,096 6,051
Provisions 94 83 94
Long Term Debt 7,712 6,637 6,261
Trust Unit Liability 455
Deferred Income Taxes 164 181 160
Other Liabilities 653 998 943
Capital Securities 223 222 223
Total Liabilities 15,486 13,217 13,732
EQUITY
Share Capital 972 951 953
Contributed Surplus 36 26 28
Retained Earnings 5,137 4,720 4,736
Accumulated Other Comprehensive Loss (9) (35) (24)
Total Equity Attributable to Shareholders of the Company 6,136 5,662 5,693
Non-Controlling Interests 2,548 2,337 2,379
Total Equity 8,684 7,999 8,072
Total Liabilities and Equity $ 24,170 $ 21,216 $ 21,804

Condensed Consolidated Statements of Cash Flow

16 Weeks Ended 40 Weeks Ended
(unaudited) 
(millions of Canadian dollars) Oct. 5, 2013 Oct. 6, 2012(3) Oct. 5, 2013 Oct. 6, 2012(3)
Operating Activities
Net earnings from continuing operations $ 228 $ 237 $ 617   $ 596
Income taxes 82 99 219 210
Net interest expense and other financing charges 157 139 391 266
Depreciation and amortization 274 261 679 638
Foreign currency translation (gain) loss (12) 42 (33) 42
Gain on defined benefit plan amendments (51)
Income taxes paid (78) (73) (196) (209)
Interest received 21 9 52 43
Settlement of derivatives 20 (17)
Change in credit card receivables (151) (15) (125) 28
Change in non-cash working capital (248) (138) (630) (426)
Fixed asset and other related impairments 4 4 10 7
Gain on disposal of assets (2) (1) (3) (3)
Other 17 (17) 12 (20)
Cash Flows from Operating Activities of Continuing Operations 312 547 925 1,172
Investing Activities
Fixed asset purchases (288) (314) (635) (712)
Change in short term investments 251 (439) (35) (119)
Business acquisition (9)
Proceeds from fixed asset sales 12 19 23 35
Change in franchise investments and other receivables 2 (4) 27 (1)
Change in security deposits (1,672) (7) (1,636) 19
Intangible asset additions (3) (3) (12) (44)
Other (3)
Cash Flows used in Investing Activities of Continuing Operations (1,698) (748) (2,280) (822)
Financing Activities
Change in bank indebtedness (3) 
Change in short term debt 10 10 30 29
Long term debt  - Issued, net of financing charges 2,266 12 2,276 49
- Retired (178) (24) (402) (97)
Trust Units - Issued, net of financing charges 417 417
Share capital  - Issued 4 17
- Purchased and held in trust (15)
- Retired (42)
Subsidiary share capital  - Issued 12 3 67 7
- Purchased and held in trust (46)
- Retired (73) (2) (73) (6)
Interest paid (141) (122) (349) (331)
Dividends  - To common shareholders (106) (93) (203) (185)
- To preferred shareholders (22) (19) (41) (41)
- To minority shareholders (50) (43) (96) (65)
Cash Flows from (used in) Financing Activities
of Continuing Operations 2,139 (278) 1,540 (643)
Effect of foreign currency exchange rate
changes on cash and cash equivalents 8 (13) 15 (12)
Cash Flows from (used in) Continuing Operations 761 (492) 200 (305)
Cash Flows from Discontinued Operations 48 48
Change in Cash and Cash Equivalents 809 (492) 248 (305)
Cash and Cash Equivalents, Beginning of Period 1,028 1,559 1,589 1,372
Cash and Cash Equivalents, End of Period $ 1,837 $ 1,067 $ 1,837 $ 1,067

2013 THIRD QUARTER REPORT TO SHAREHOLDERS
The Company's 2012 Annual Report and 2013 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 will be available at www.sedar.com.

INVESTOR RELATIONS

Shareholders, security analysts and investment professionals should direct their requests to Mr. Geoffrey H. Wilson, Senior Vice President, Financial Control and Investor Relations, at the Company's Executive Office or by e-mail at investor@weston.ca.

Additional financial information has been filed electronically with the Canadian securities regulatory authorities in Canadathrough SEDAR. This News Release includes selected information on Loblaw, a 63.1%-owned public reporting subsidiary company with shares trading on the Toronto Stock Exchange. For information regarding Loblaw, readers should also refer to the materials filed by Loblaw with the Canadian securities regulatory authorities from time to time. These filings are also maintained at Loblaw's corporate website at www.loblaw.ca.

CONFERENCE CALL AND WEBCAST PRESENTATION
George Weston Limited will host a conference call as well as an audio webcast on Tuesday, November 19, 2013at 11:00 a.m. (EST). To access via tele-conference, please dial (647) 427-7450. The playback will be available two hours after the event at (416) 849-0833, passcode:  78068468#. To access via audio webcast, please visit the Investor Centre section of www.weston.ca. Pre-registration will be available.

Footnote Legend
(1) See non-GAAP financial measures.
(2) This News Release contains forward-looking information. See Forward-Looking Statements 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 George Weston Limited's filings with securities regulators made from time to time, all of which can be found at www.weston.ca and www.sedar.com.
(3) Certain 2012 figures have been restated due to the implementation of revised IAS 19, "Employee Benefits". See note 2 of the Company's condensed consolidated financial statements included in the 2013 Third Quarter Report to Shareholders.
(4) Effective income tax rate excludes the tax impact of items excluded from adjusted basic net earnings per common share from continuing operations(1).

SOURCE George Weston Limited

For further information:

Mr. Geoffrey H. Wilson, Senior Vice President, Financial Control and Investor Relations, at the Company's Executive Office or by e-mail at investor@weston.ca.

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