WN George Weston Ltd

TORONTO, March 5, 2015 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company") today announced its consolidated unaudited results for the 13 weeks ended December 31, 2014 and the release of its 2014 Annual Report. The Company's fourth quarter 2014 results include the results of Shoppers Drug Mart Corporation ("Shoppers Drug Mart") as well as the associated acquisition-related accounting adjustments.

The 2014 Annual Report includes the Company's audited annual consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the fiscal year ended December 31, 2014. The 2014 Annual Report 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.

As a result of the Company's reporting calendar, the fourth quarter and full year 2014 include an extra week of operations ("the 53rd week") compared to 2013.

"2014 was a year of transformation for George Weston Limited as we continued to grow and evolve our portfolio of businesses and strengthen our competitive position. Loblaw's acquisition of Shoppers Drug Mart creates a unique retail footprint while providing customers best-in-class food and health and wellness offerings along with the combined Company's trusted and most recognized brands, while focusing on convenience and value", said W. Galen Weston, Executive Chairman, George Weston Limited.

2014 FOURTH QUARTER HIGHLIGHTS

• Sales of $11,734 million, an increase of $3,815 million or 48.2%.
• Adjusted EBITDA⁽¹⁾ of $1,022 million, an increase of $468 million or 84.5%.
• Adjusted operating income⁽¹⁾ of $736 million, an increase of $393 million or 114.6%.
• Adjusted basic net earnings per common share⁽¹⁾ of $1.58, an increase of $0.60 or 61.2%.
• Free cash flow⁽¹⁾ of $504 million for the fourth quarter and $1,033 million for full year 2014.

Pavi Binning, President, George Weston Limited, commented that "We are pleased with George Weston Limited's fourth quarter results. Loblaw delivered strong financial and operating performance in both core grocery and pharmacy despite a highly competitive retail environment. Weston Foods delivered volume growth across all business units. Financial performance was comparable with the fourth quarter of 2013 which was in-line with expectations. Loblaw and Weston Foods will continue to execute on their respective strategies in 2015 to drive sustainable, long term growth and profitability".

GWL's fourth quarter 2014 adjusted basic net earnings per common share⁽¹⁾ increased to $1.58 from $0.98 in the same period in 2013. The improvement of $0.60 was primarily due to an increase in Loblaw Companies Limited ("Loblaw") earnings net of the dilution in the Company's ownership as a result of shares issued by Loblaw to acquire Shoppers Drug Mart. Loblaw earnings were positively impacted in the fourth quarter of 2014 by Shoppers Drug Mart results, partially offset by higher interest expense driven by the financing associated with the acquisition of Shoppers Drug Mart and a higher adjusted income tax rate⁽¹⁾.

Basic net earnings per common share decreased by $0.13 to $1.18 compared to the same period in 2013, and were impacted by the following significant items:

• the unfavourable year-over-year impact of the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares of $93 million ($0.56 per common share);
• the amortization of the acquired Shoppers Drug Mart intangible assets of $124 million ($0.33 per common share);
• the negative impact of the recognition of the fair value increment on the acquired Shoppers Drug Mart inventory sold of $69 million ($0.17 per common share); partially offset by
• the favourable year-over-year impact of the restructuring of franchise fees of $40 million ($0.11 per common share).

For a complete list of items which impacted basic net earnings per common share but that are excluded from adjusted basic net earnings per common share⁽¹⁾, see the "Non-GAAP Financial Measures" section of this News Release.

Sales Weston Foods sales for the fourth quarter of 2014 were $469 million, an increase of $56 million or 13.6% compared to the same period in 2013. Foreign currency translation and the 53rd week positively impacted sales by approximately 4.1% and 7.3%, respectively. Excluding the impact of foreign currency translation and the 53rd week, sales increased by 2.2% due to an increase in volumes across all business units, partially offset by the combined negative impact of pricing and changes in sales mix.

EBITDA⁽¹⁾  Weston Foods EBITDA⁽¹⁾ in the fourth quarter of 2014 increased by $35 million to $91 million compared to the same period in 2013. The increase was primarily driven by insurance proceeds relating to a prior quarter inventory loss in the net amount of $12 million and the year-over-year favourable impact of the fair value adjustment of commodity derivatives of $11 million, each of which is described in the "Non-GAAP Financial Measures" section of this News Release. In addition, the increase was due to an improvement in underlying operating performance described below.

Adjusted EBITDA⁽¹⁾ in the fourth quarter of 2014 was $74 million, an increase of $7 million compared to the same period in 2013. Adjusted EBITDA margin⁽¹⁾ for 2014 decreased by 0.4% compared to the same period in 2013. The increase in adjusted EBITDA⁽¹⁾ in the fourth quarter of 2014 was primarily due to the positive impact of the 53rd week of $6 million. Excluding the 53rd week, adjusted EBITDA⁽¹⁾ was relatively flat as higher volumes were offset by new plant costs.

Operating Income Weston Foods operating income for the fourth quarter of 2014 was $74 million, an increase of $34 million compared to the same period in 2013 and was positively impacted by the items described above in EBITDA⁽¹⁾.

Adjusted operating income⁽¹⁾ was $57 million in the fourth quarter of 2014, an increase of $5 million compared to the same period in 2013, driven by the increase in adjusted EBITDA⁽¹⁾ described above, partially offset by the increase in depreciation and amortization in the fourth quarter of 2014 of $2 million due to the investments in capital.

Sales  Loblaw sales in the fourth quarter of 2014 were $11.4 billion, an increase of $3.8 billion compared to the same period in 2013, and included $3.1 billion in sales related to Shoppers Drug Mart. Excluding Shoppers Drug Mart and the 53rd week sales of $574 million, Retail sales increased $117 million and same-store sales growth for core grocery was 2.4% (2013 - 0.6%). Loblaw's average quarterly internal food price index was slightly higher than (2013 - lower than) the average quarterly national food price inflation of 3.5% (2013 - 0.9%) as measured by "The Consumer Price Index for Food Purchased from Stores". In the last twelve months, corporate and franchise store square footage remained flat.

Gross Profit  Loblaw's Retail gross profit increased by $1,300 million to $2,925 million in the fourth quarter of 2014 from $1,625 million in the same period in 2013. The increase included:

• $1,221 million of gross profit generated by Shoppers Drug Mart; partially offset by
• the negative impact of the recognition of the fair value increment on the acquired Shoppers Drug Mart inventory sold of $69 million.

Excluding the above impacts, Retail gross profit increased by $148 million to $1,773 million in the fourth quarter of 2014 compared to the same period in 2013, driven by higher sales, including the 53rd week. Retail gross profit percentage remained flat at 21.9% compared to 2013, and was positively impacted by synergies related to the acquisition of Shoppers Drug Mart and reductions in transportation costs and was negatively impacted by increased shrink.

EBITDA⁽¹⁾ Loblaw EBITDA⁽¹⁾ was $898 million in the fourth quarter of 2014, an increase of $408 million, and was negatively impacted by a number of items, including certain items relating to the acquisition of Shoppers Drug Mart, partially offset by the restructuring of franchise fees of $40 million. For a complete list of items that impacted EBITDA⁽¹⁾ but that are excluded from adjusted EBITDA⁽¹⁾, see the "Non-GAAP Financial Measures" section of this News Release.

Loblaw adjusted EBITDA⁽¹⁾ was $948 million in the fourth quarter of 2014, an increase of $461 million compared to the same period in 2013, and included $352 million of adjusted EBITDA⁽¹⁾ related to Shoppers Drug Mart. Excluding Shoppers Drug Mart, adjusted EBITDA⁽¹⁾ increased by $109 million, primarily driven by Retail including the 53rd week and net synergies. Excluding Shoppers Drug Mart, the 53rd week and net synergies, the improvement in Retail adjusted EBITDA⁽¹⁾ was driven by the increase in gross profit described above, supply chain efficiencies, changes in the fair value of Loblaw's franchise investments and lower administrative and other operating costs, partially offset by higher foreign exchange losses and higher investments in Loblaw's franchise business. Excluding Shoppers Drug Mart, adjusted EBITDA margin⁽¹⁾ was 7.1% compared to 6.4% in the same period in 2013.

Operating Income Loblaw operating income increased by $211 million to $505 million compared to the fourth quarter of 2013, and was negatively impacted by the items described above in EBITDA⁽¹⁾ and the amortization of intangible assets acquired with Shoppers Drug Mart. For a complete list of items which impacted operating income but that are excluded from adjusted operating income⁽¹⁾, see the "Non-GAAP Financial Measures" section of this News Release.

Adjusted operating income⁽¹⁾  was $679 million in the fourth quarter of 2014, an increase of $388 million compared to the same period in 2013, and included $290 million of adjusted operating income⁽¹⁾ related to Shoppers Drug Mart. Excluding Shoppers Drug Mart, adjusted operating income⁽¹⁾ increased by $98 million and was positively impacted by the improvement in adjusted EBITDA⁽¹⁾ as described above, partially offset by an increase in depreciation and amortization of $11 million.

NET INTEREST EXPENSE AND OTHER FINANCING CHARGES
In the fourth quarter of 2014, net interest expense and other financing charges increased by $125 million to $231 million compared to the same period in 2013, and included the unfavourable year-over-year impact of the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares, as well as a number of other items. For a complete list of the items that impacted net interest expense and other financing charges but that are excluded from adjusted net interest expense and other financing charges⁽¹⁾, see the "Non-GAAP Financial Measures" section of this News Release.

Adjusted net interest expense and other financing charges⁽¹⁾ in the fourth quarter of 2014 increased by $51 million, driven by higher interest on long term debt, primarily as a result of debt incurred by Loblaw to finance its acquisition of Shoppers Drug Mart.

INCOME TAXES
Income tax expense for the fourth quarter of 2014 was $95 million and the effective income tax rate was 24.3%. Income tax expense for the fourth quarter of 2013 was $51 million and the effective income tax rate was 18.9%, which reflects an increase in certain non-taxable amounts. The adjusted income tax expense⁽¹⁾ for the fourth quarter of 2014 was $155 million and the adjusted tax rate⁽¹⁾ was 26.6%. The adjusted income tax expense⁽¹⁾ for the fourth quarter of 2013 was $45 million and the adjusted tax rate⁽¹⁾ was 18.7%, which reflects an increase in certain non-taxable amounts.

ADJUSTED DEBT⁽¹⁾
The Company's adjusted debt⁽¹⁾ increased significantly in 2014 as a result of Loblaw's acquisition of Shoppers Drug Mart. On closing of the acquisition, adjusted debt⁽¹⁾ was $12.1 billion. The Company made significant progress in meeting its debt reduction target and decreased adjusted debt⁽¹⁾ by approximately $400 million in the fourth quarter of 2014 and $700 million since the closing of the acquisition, resulting in an adjusted debt⁽¹⁾ balance of $11.4 billion as at December 31, 2014. The reduction in adjusted debt⁽¹⁾ since closing included the repayment of a $350 million medium term note ("MTN") at maturity and repayments under the unsecured term loan facility (net of Choice Properties Real Estate Investment Trust's ("Choice Properties") notes issued to third parties), partially offset by the issuance of a $200 million MTN and other indebtedness.

FREE CASH FLOW⁽¹⁾
The Company's free cash flow⁽¹⁾ increased by $149 million to $504 million in the fourth quarter of 2014. The year-over-year increase in the fourth quarter of 2014 was primarily due to higher cash earnings driven by Shoppers Drug Mart, partially offset by increased capital investments as well as higher interest payments.

ACQUISITION OF SHOPPERS DRUG MART CORPORATION
In the fourth quarter of 2014, Loblaw realized net synergies of approximately $49 million generated primarily from improved cost of inventories sold and from purchasing efficiencies in goods not for resale. The net synergies realized, year-to-date, were $101 million. Loblaw continues to expect to achieve annualized synergies of $300 million in the third full year following the close of the acquisition of Shoppers Drug Mart (net of related costs).

Pursuant to a Consent Agreement reached with the Competition Bureau in 2014, Loblaw was required to divest 16 Shoppers Drug Mart stores, two franchise grocery stores and nine in-store pharmacy operations.

In the fourth quarter of 2014, 11 Shoppers Drug Mart stores were sold which resulted in a divestiture loss of $14 million to Loblaw recorded in operating income. On a year-to-date basis, two franchise grocery stores and 13 Shoppers Drug Mart stores were sold, and nine in-store pharmacies were licensed to unrelated parties which resulted in a net divestiture loss of $12 million to Loblaw recorded in operating income. The final three Shoppers Drug Mart stores were approved for sale by the Competition Bureau and were sold subsequent to the end of 2014 for estimated proceeds of $9 million.

As a result of the acquisition, GWL's ownership interest in Loblaw decreased from approximately 63% to approximately 46%. The Company remains the controlling shareholder and continues to consolidate Loblaw.

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

Weston Foods expects a decline in adjusted operating income⁽¹⁾ in 2015 that is greater than that experienced in 2014 on an equivalent 52-week basis. Management remains committed to continuing to drive long term financial performance in Weston Foods and expects to make capital investments of approximately $300 million in targeted areas of growth as well as incremental investments in innovation and capabilities. The costs associated with this level of capital and other investments as well as higher input costs will be partially offset by pricing, volume growth and productivity. The decline in adjusted operating income⁽¹⁾ is expected to be greater in the first half of the year.

Loblaw's strategic framework is focused on delivering the best in food, best in health and beauty, operational excellence and growth. This strategic framework is supported by a financial strategy of maintaining a stable trading environment which targets positive same-store sales and stable gross margin; surfacing efficiencies; delivering synergies as a result of its acquisition of Shoppers Drug Mart; and deleveraging the balance sheet.

On a full year comparative basis, reflecting 2014 financial results for Loblaw and Shoppers Drug Mart, in 2015 Loblaw expects to:

• maintain positive same-store sales and stable gross margin (excluding synergies) in its Retail segment;
• achieve net synergies as result of the acquisition of Shoppers Drug Mart approaching $200 million;
• continue to drive net efficiencies across the core grocery business by achieving reductions in supply chain, administrative functions and information technology ("IT"), while still investing in key areas, like eCommerce;
• grow adjusted operating income⁽¹⁾ in its core grocery business, excluding synergies;
• experience a decline in adjusted operating income⁽¹⁾ in its core pharmacy business, excluding synergies, as a result of investments in key projects and other factors;
• grow consolidated adjusted net earnings⁽¹⁾ (including synergies) relative to 2014, with adjusted basic net earnings per common share⁽¹⁾ being moderated due to a significantly increased weighted average share count;
• target a capital expenditure program of approximately $1.2 billion; and
• remain on track with its deleveraging targets, expecting to meet its target in the first quarter of 2016.

Loblaw's expectations for 2015 also include the following:

• competitive intensity expected to remain high, but relatively stable as industry square footage growth in supermarket-type merchandise moderates; and
• continued pressure in its pharmacy business from the ongoing impact of healthcare reform.

DECLARATION OF QUARTERLY DIVIDENDS
Subsequent to the end of the fourth quarter of 2014, 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:

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, synergies and other benefits associated with the acquisition of Shoppers Drug Mart, future liquidity and debt reduction targets, and planned capital investments. These specific forward-looking statements are contained throughout this News Release including, without limitation, 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", "on-track", "maintain", "achieve", "grow", 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 2015 is based on certain assumptions including assumptions about sales and volume growth, anticipated cost savings, operating efficiencies, and continued growth from current 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 Section 16, "Enterprise Risks and Risk Management" of the MD&A included in the Company's 2014 Annual Report and the Company's Annual Information Form ("AIF") for the year ended December 31, 2014. Such risks and uncertainties include:

• failure by Loblaw to realize the anticipated strategic benefits or operational, competitive and cost synergies following the acquisition of Shoppers Drug Mart;
• failure by Loblaw to reduce indebtedness associated with the acquisition of Shoppers Drug Mart to bring leverage ratios to a level consistent with investment grade ratings;
• failure to realize benefits from investments in the Company's IT systems, including the Company's IT systems implementation, or unanticipated results from these initiatives;
• failure to realize anticipated results, including revenue growth, anticipated cost savings or operating efficiencies from the Company's major initiatives, including those from restructuring;
• the inability of the Company's IT infrastructure to support the requirements of the Company's business;
• changes in Loblaw's estimate of inventory cost as a result of its IT system upgrade;
• changes to the regulation of generic prescription drug prices and the reduction of reimbursements under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers;
• failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements which could lead to work stoppages;
• 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 currency exchange rates and derivative and commodity prices;
• changes in the Company's income, capital, commodity, property and other tax and regulatory liabilities including changes in tax laws, regulations or future assessments;
• the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control shrink;
• 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; and
• the inability of the Company to collect on and fund its credit card receivables.

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, 2014. 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: EBITDA, adjusted EBITDA and adjusted EBITDA margin, adjusted operating income and adjusted operating margin, adjusted basic net earnings per common share from continuing operations, adjusted debt, and free cash flow. In addition to these items, the Company has now detailed the following measures used by management in calculating adjusted basic net earnings per common share from continuing operations: adjusted net interest expense and other financing charges, adjusted income taxes, adjusted income tax rate and adjusted net earnings available to common shareholders of the Company. 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.

During 2014, management made the following changes to the calculation of certain non-GAAP financial measures when analyzing consolidated and segment underlying operating performance:

• equity-settled share-based compensation is no longer excluded as an adjusted item. As a result, prior year non-GAAP financial measures including these items were restated to conform with the current year's presentation;
• net interest expense incurred in connection with the financing related to the acquisition of Shoppers Drug Mart is no longer excluded as an adjusted item. These amounts were excluded in periods prior to the closing of the acquisition of Shoppers Drug Mart; and
• Choice Properties' general and administrative costs are no longer excluded in periods where these costs were incurred in the comparative period. These costs continue to be excluded in periods where they were not incurred in the comparative period in order to make comparisons of underlying financial information more useful.

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.

EBITDA, Adjusted EBITDA and Adjusted Operating Income  The Company believes adjusted EBITDA is 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 investments program and debt reduction objectives. The Company believes adjusted operating income is also useful in assessing the Company's underlying operating performance and in making decisions regarding the ongoing operations of its business.

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

The year-over-year change in the following items influenced operating income in the fourth quarter of 2014:

Recognition of the fair value increment on inventory sold  In connection with the acquisition of Shoppers Drug Mart, acquired assets and liabilities were recorded on the Company's consolidated balance sheet at their fair value. This resulted in a fair value adjustment to Shoppers Drug Mart inventory on the date of acquisition representing the difference between inventory cost and its fair value. In the fourth quarter of 2014, $69 million (2013 - nil) was recognized in gross profit and operating income.

Amortization of intangible assets acquired with Shoppers Drug Mart  The acquisition of Shoppers Drug Mart in the second quarter of 2014 included approximately $6 billion of definite life intangible assets, which are being amortized over their estimated useful lives. In the fourth quarter of 2014, $124 million (2013 - nil) of amortization was recognized in operating income. Loblaw expects to recognize annual amortization of approximately $550 million associated with the acquired intangible assets over the next ten years and decreasing thereafter.

Shoppers Drug Mart acquisition costs and net divestitures loss In the fourth quarter of 2014, Loblaw recognized a net loss of $14 million (2013 - nil) related to store divestitures required by the Competition Bureau as a result of Loblaw's acquisition of Shoppers Drug Mart. Further adjustments for divestiture gains or losses will be made when the remaining three Shoppers Drug Mart stores are sold in the first quarter of 2015. In connection with the acquisition of Shoppers Drug Mart, in the fourth quarter of 2013 Loblaw recorded $7 million of acquisition costs.

Restructuring and other charges  The 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.

Restructuring of franchise fees  In the fourth quarter of 2014, Loblaw restructured its fee arrangements with franchisees of certain franchise banners. As a result of this restructuring, Loblaw re-evaluated the recoverable amount of franchise related financial instruments and recorded a reversal of previously recorded impairment of $40 million (2013 - nil).

Fixed asset and other related impairments (recoveries)  At each balance sheet date, the Company assesses and, when required, records impairments and reversals of previous impairments related to the carrying value of its fixed assets, investment properties and intangible assets. In the fourth quarter of 2014, Loblaw recorded a net charge of $1 million (2013 - net recoveries of $42 million) related to fixed assets and other related impairments.

Fair value adjustment of Shoppers Drug Mart's share-based compensation liability  In the second quarter of 2014, in conjunction with Loblaw's acquisition of Shoppers Drug Mart, Loblaw converted certain Shoppers Drug Mart cash-settled share-based compensation awards to cash-settled awards based on Loblaw's common shares. Loblaw is exposed to market price fluctuations in its common share price as these awards are settled in cash and the associated liability is recorded at fair value each reporting date based on the market price of Loblaw's common shares. In the fourth quarter of 2014, Loblaw recorded a loss of $2 million (2013 - nil). On November 10, 2014, Loblaw amended these awards so they are settled in shares and accordingly exposure to market price fluctuations has been eliminated.

Fair value adjustment of derivatives  The Company is exposed to commodity price and U.S. dollar exchange rate fluctuations primarily as a result of purchases of certain raw materials, fuel and utilities. In accordance with the Company's commodity risk management policy, the Company enters into commodity and foreign currency derivatives to reduce the impact of price fluctuations in forecasted raw material and fuel purchases over a specified period of time. These derivatives are not acquired for trading or speculative purposes. Pursuant to the Company's derivative instruments accounting policy, certain changes in fair value, which include realized and unrealized gains and losses related to future purchases of raw materials and fuel, are recorded in operating income. In the fourth quarter of 2014, Weston Foods recorded income of $7 million (2013 - charge of $4 million) and Loblaw recorded a charge of $4 million (2013 - nil), related to the fair value adjustment of commodity and foreign currency derivatives. Despite the impact of accounting for these commodity and foreign currency derivatives on the Company's reported results, the derivatives have the economic impact of largely mitigating the associated risks arising from price and exchange rate fluctuations in the underlying commodities.

Multi-employer pension plan ("MEPP") withdrawal liability  In 2012, Weston Foods withdrew from one of the U.S. MEPPs in which it participated. The Company recorded $5 million (U.S. $5 million) in the fourth quarter of 2013 in selling, general and administrative expenses associated with its withdrawal liability.

Net insurance proceeds  On August 31, 2014, a weather event in the U.S. caused significant damage to Weston Foods inventories stored at a third-party warehouse. During the fourth quarter of 2014, net proceeds of $12 million (U.S. $11 million) were received and recorded in selling, general and administrative expenses. Additional losses or charges associated with this inventory will be recorded as incurred and any additional proceeds will be recorded as they are received.

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 fourth quarter of 2014, a foreign currency translation gain of $43 million (2013 - $42 million) was recorded in operating income as a result of the appreciation of the U.S. dollar relative to the Canadian dollar.

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.

In addition to certain items described in the "EBITDA, Adjusted EBITDA and Adjusted Operating Income" section above, the following items impacted net interest expense and other financing charges in the fourth quarters of 2014 and 2013:

Fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares  The 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 fourth quarter of 2014, a charge of $59 million (2013 - income of $34 million) was recorded in net interest expense and other financing charges as a result of the changes in the market price of Loblaw common shares. An increase (decrease) in the market price of Loblaw common shares results in a charge (income) to net interest expense and other financing charges.

Accelerated amortization of deferred financing costs  In the fourth quarter of 2014, Loblaw recorded a charge of $5 million (2013 - nil) related to the accelerated amortization of deferred financing costs due to the repayment of $321 million of Loblaw's term loan facility.

Shoppers Drug Mart net financing charges  In addition to the acquisition costs described in the EBITDA, Adjusted EBITDA and Adjusted Operating Income section above, during the fourth quarter of 2013, net charges of $14 million were incurred in connection with financing related to the acquisition of Shoppers Drug Mart.

Fair value adjustment of Trust Unit liability  The Company is exposed to market price fluctuations as a result of the Choice Properties Trust Units held by unitholders other than the Company. These Trust Units are presented as a liability on the Company's consolidated balance sheets 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 Trust Units at the end of each period. In the fourth quarter of 2014, the Company recorded a loss of $14 million (2013 - $23 million) in net interest expense and other financing charges related to the fair value adjustment of the Trust Unit liability as a result of an increase in the market price of Trust Units. An increase (decrease) in the market price of Trust Units results in a charge (income) to net interest expense and other financing charges.

Choice Properties initial public offering ("IPO") transaction costs In connection with the IPO of Choice Properties in the third quarter of 2013, transaction costs of $1 million were incurred in the fourth quarter of 2013.

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.

Adjusted Basic Net Earnings per Common Share from Continuing Operations and Adjusted Net Earnings from Continuing Operations  The Company believes adjusted basic net earnings per common share from continuing operations and adjusted net earnings from continuing operations 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 basic net earnings per common share from continuing operations and adjusted net earnings from continuing operations to GAAP basic net earnings per common share from continuing operations reported for the periods ended as indicated.

Adjusted Debt  The Company believes adjusted debt is useful in assessing the amount of financial leverage employed. The Company changed its definition of adjusted debt in the second quarter of 2014 to include capital securities to better align with management's definition for deleveraging purposes. In the table below, the Company has presented adjusted debt as at March 28, 2014, the date of acquisition of Shoppers Drug Mart, as this is the baseline for the Company's debt reduction targets.

The following table reconciles adjusted debt to GAAP measures reported as at the periods ended as indicated.

Free Cash Flow  The Company believes free cash flow is useful in assessing the Company's cash available for additional financing and investing activities. The Company changed its definition of free cash flow in the fourth quarter of 2014 to better align with management's definition.

The following table reconciles free cash flow to GAAP measures reported for the periods ended as indicated.

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 audited annual consolidated financial statements for the year ended December 31, 2014. 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 audited annual consolidated financial statements and MD&A for the year ended December 31, 2014 which is contained in the Company's 2014 Annual Report available in the Investor Centre section of the Company's website at www.weston.ca.