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George Weston Ltd

George Weston Reports Strong Operating Performance Offset by Earnings Impact of Fair Value Adjustment Related to Choice Properties Unit Price Gain of 4.9%

TORONTO , July 29, 2025 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company") today announced its consolidated unaudited results for the 12 weeks ended June 14, 2025(2).

GWL's 2025 Second Quarter Report has been filed on SEDAR+ and is available at www.sedarplus.ca and in the Investor Centre section of the Company's website at www.weston.ca.

"George Weston had another strong quarter of operational and financial performance," said Galen G. Weston, Chairman and Chief Executive Officer, George Weston Limited. "Our operating businesses continue to position George Weston for success as Loblaw delivers on its strategy while providing exceptional value for Canadians, and Choice Properties strengthened its portfolio with disciplined property acquisitions and divestitures."

Loblaw Companies Limited ("Loblaw") delivered strong performance this quarter by continuing to provide Canadians with quality, value, service, and convenience across its nationwide network of stores and digital platforms. Strong sales growth was driven by new store openings and improved same-store sales, with everyday value offerings, personalized PC Optimum™ loyalty rewards, and impactful promotions driving higher customer engagement. In the food retail business, consumers continued to focus on value, which resulted in outperformance by hard discount and Real Canadian Superstores banners. Same-store traffic, basket size, and item count all increased compared to the same quarter last year. Food retail tonnage volume also increased, reflecting solid market share gains within both discount and conventional segments. In drug retail, robust pharmacy and healthcare services drove continued strength, led by specialty drug growth. Front store sales momentum continued, particularly in prestige beauty categories, partially offset by the strategic exit from certain electronics items. Loblaw advanced its full-year plan to open approximately 80 new stores and 100 new pharmacy clinics, providing access to affordable, quality groceries and healthcare to more communities across Canada. This included opening 10 stores and 12 pharmacy clinics in the quarter, bringing the year-to-date total to 20 new stores and 23 new pharmacy clinics. In addition, Loblaw continued to successfully execute the ramp-up of its East Gwillimbury distribution centre.

Choice Properties Real Estate Investment Trust ("Choice Properties") delivered another solid quarter, reflecting the strength of its portfolio and disciplined financial strategy. Robust demand for Choice Properties' grocery-anchored retail and well-located industrial assets supported its performance. Choice Properties further strengthened its position by advancing its strategic priorities through $427 million in transactions.

GWL also separately announced today a 3-for-1 common share stock split to ensure its common shares remain accessible to retail investors and employees who participate in the Company's employee share ownership program. The stock split will not dilute shareholders' equity. The stock split will be implemented by way of a stock dividend. Further details are provided in the Company's separate news release of July 29, 2025.

2025 SECOND QUARTER HIGHLIGHTS

  • Revenue was $14,823 million, an increase of $732 million, or 5.2%.
  • Adjusted EBITDA(1) was $1,923 million, an increase of $117 million, or 6.5%.
  • Net earnings available to common shareholders of the Company were $258 million ($1.96 per common share), compared to $400 million ($2.97 per common share) in the same period in 2024. The decrease was primarily due to the unfavourable year-over-year impact of the fair value adjustment of the Trust Unit liability as a result of the increase of Choice Properties' unit price in the quarter, partially offset by the favourable impact of lapping prior year charges.
  • Adjusted net earnings available to common shareholders of the Company(1) were $401 million, an increase of $7 million, or 1.8%.
    • Contribution to adjusted net earnings available to common shareholders of the Company(1) from the publicly traded operating companies was $443 million, an increase of $17 million, or 4.0%.
  • Adjusted diluted net earnings per common share(1) were $3.06, an increase of $0.13 per common share, or 4.4%.
  • Repurchased for cancellation 1.1 million common shares at a cost of $295 million.
  • GWL Corporate free cash flow(1) was $293 million.
  • Subsequent to the end of the second quarter of 2025, the Company's Board of Directors approved a 3-for-1 stock split of the Company's outstanding common shares. The stock split will be implemented by way of a stock dividend where the Company will issue to shareholders two additional common shares for each common share held. The stock split will be effective at the close of business on August 18, 2025 for shareholders of record as of the close of business on August 14, 2025. For details regarding the stock split, please see the Company's news release at weston.ca/investors/news-events.

CONSOLIDATED RESULTS OF OPERATIONS

The Company operates through its two reportable operating segments: Loblaw and Choice Properties, each of which are publicly traded entities. As such, the Company's financial statements reflect and are impacted by the consolidation of Loblaw and Choice Properties. The consolidation of these entities into the Company's financial statements reflects the impact of eliminations, intersegment adjustments and other consolidation adjustments, which can positively or negatively impact the Company's consolidated results. Additionally, cash and short-term investments and other investments held by the Company, and all other company level activities that are not allocated to the reportable operating segments, such as net interest expense, corporate activities and administrative costs are included in GWL Corporate. To help our investors and stakeholders understand the Company's financial statements and the effect of consolidation, the Company reports its results in a manner that differentiates between the Loblaw segment, the Choice Properties segment, the effect of consolidation of Loblaw and Choice Properties, and lastly, GWL Corporate.

The Company's results reflect the year-over-year impact of the fair value adjustment of the Trust Unit liability as a result of the significant changes in Choice Properties' unit price, recorded in net interest expense and other financing charges. The Company's results are impacted by market price fluctuations of Choice Properties' Trust Units on the basis that the Trust Units held by Unitholders, other than the Company, are redeemable for cash at the option of the holder and are presented as a liability on the Company's consolidated balance sheet. The Company's financial results are negatively impacted when the Trust Unit price increases and positively impacted when the Trust Unit price declines.

 

($ millions except where otherwise indicated)

For the periods ended as indicated

12 Weeks Ended






Jun. 14, 2025   


Jun. 15, 2024‌   

$ Change


% Change



Revenue


$          14,823



$        14,091

$               732


5.2 %



Operating income


$            1,440



$             795

$               645


81.1 %



Adjusted EBITDA(1) from:













Loblaw


$            1,838



$          1,711

$               127


7.4 %



Choice Properties


252



240

12


5.0 %



Effect of consolidation


(157)



(140)

(17)


(12.1) %



Publicly traded operating companies(i)


$            1,933



$          1,811

$               122


6.7 %



GWL Corporate


(10)



(5)

(5)


(100.0) %



Adjusted EBITDA(1)


$            1,923



$          1,806

$               117


6.5 %



Adjusted EBITDA margin(1)


13.0 %



12.8 %






Net earnings attributable to shareholders of the Company


$               268



$             410

$              (142)


(34.6) %



Loblaw(ii)


$               377



$             241

$               136


56.4 %



Choice Properties


(154)



514

(668)


(130.0) %



Effect of consolidation


61



(154)

215


139.6 %



Publicly traded operating companies(i)


$               284



$             601

$              (317)


(52.7) %



GWL Corporate


(26)



(201)

175


87.1 %



Net earnings available to common shareholders of the Company


$               258



$             400

$              (142)


(35.5) %



Diluted net earnings per common share ($)


$              1.96



$            2.97

$             (1.01)


(34.0) %



Loblaw(ii)


$               381



$             350

$                 31


8.9 %



Choice Properties


112



105

7


6.7 %



Effect of consolidation


(50)



(29)

(21)


(72.4) %



Publicly traded operating companies(i)


$               443



$             426

$                 17


4.0 %



GWL Corporate


(42)



(32)

(10)


(31.3) %



Adjusted net earnings available to common shareholders of the Company(1)  


$               401



$             394

$                   7


1.8 %



Adjusted diluted net earnings per common share(1) ($)


$              3.06



$            2.93

$              0.13


4.4 %






‌









(i) 

Publicly traded operating companies is the contribution to the Company's financial performance from its controlling interest in Loblaw and Choice Properties after the effect of consolidation, each of which are publicly traded entities. Effect of consolidation includes eliminations, intersegment adjustments and other consolidation adjustments. See "Results by Operating Segment" section of this News Release for further information.

(ii)

Contribution from Loblaw, net of non-controlling interests.

Net earnings available to common shareholders of the Company in the second quarter of 2025 were $258 million ($1.96 per common share), a decrease of $142 million ($1.01 per common share) compared to the same period in 2024. The decrease was due to the unfavourable year-over-year net impact of adjusting items totaling $149 million ($1.14 per common share), partially offset by an improvement of $7 million ($0.13 per common share) in the consolidated underlying operating performance of the Company.

The unfavourable year-over-year net impact of adjusting items totaling $149 million ($1.14 per common share) was primarily due to:

  • the unfavourable year-over-year impact of the fair value adjustment of the Trust Unit liability of $462 million ($3.50 per common share) as a result of the increase in Choice Properties' unit price in the second quarter of 2025; and
  • the unfavourable year-over-year impact of the prior year reversal of a transaction related provision of $39 million ($0.29 per common share) that was determined to be no longer required at Choice Properties;

      partially offset by,

  • the favourable year-over-year impact of prior year charges related to the settlement of class action lawsuits of $253 million ($1.89 per common share);
  • the favourable year-over-year impact of lower amortization of intangible assets at Loblaw of $41 million ($0.31 per common share) primarily related to certain intangible assets associated with the 2014 acquisition of Shoppers Drug Mart Corporation ("Shoppers Drug Mart") which are now fully amortized;
  • the favourable year-over-year impact of the fair value adjustment on Choice Properties' investment in real estate securities of Allied Properties Real Estate Investment Trust ("Allied") of $33 million ($0.25 per common share) as a result of the change in Allied's unit price; and
  • the favourable year-over-year impact of the fair value adjustment on investment properties of $29 million ($0.23 per common share) driven by Choice Properties, net of the effect of consolidation.

Adjusted net earnings available to common shareholders of the Company(1) in the second quarter of 2025 were $401 million, an increase of $7 million, or 1.8%, compared to the same period in 2024. The increase was driven by the favourable year-over-year impact of $17 million from the contribution of the publicly traded operating companies, partially offset by the unfavourable year-over-year impact of $10 million at GWL Corporate due to the year-over-year impact of the fair value adjustment on other investments, an increase in adjusted net interest expense and other financing charges(1) and an increase in income tax expense related to GWL's participation in Loblaw's Normal Course Issuer Bid ("NCIB").

Adjusted diluted net earnings per common share(1) were $3.06 in the second quarter of 2025, an increase of $0.13 per common share, or 4.4%, compared to the same period in 2024. The increase was due to the performance in adjusted net earnings available to common shareholders(1) as described above and the favourable impact of shares purchased for cancellation over the last 12 months ($0.09 per common share) pursuant to the Company's NCIB.

CONSOLIDATED OTHER BUSINESS MATTERS

GWL CORPORATE FINANCING ACTIVITIES  The Company completed the following select GWL Corporate financing activities:

NCIB – Purchased and Cancelled Shares  In the second quarter of 2025, the Company purchased and cancelled 1.1 million common shares (2024 – 1.8 million common shares) for aggregate consideration of $295 million (2024 – $339 million) under its NCIB. As at June 14, 2025, the Company had 128.3 million common shares issued and outstanding, net of shares held in trusts (June 15, 2024 – 132.1 million common shares).

The Company has an automatic share purchase plan ("ASPP") with a broker in order to facilitate the repurchase of the Company's common shares under its NCIB. During the effective period of the ASPP, the Company's broker may purchase common shares at times when the Company would not be active in the market.

Refer to note 11, "Share Capital", of the Company's second quarter 2025 unaudited interim period condensed consolidated financial statements for more information.

Participation in Loblaw's NCIB  The Company participates in Loblaw's NCIB in order to maintain its proportionate percentage ownership interest. In the second quarter of 2025, Loblaw repurchased 0.9 million common shares (2024 – 1.3 million common shares) from the Company for aggregate consideration of $200 million (2024 – $190 million).

RESULTS BY OPERATING SEGMENT

The following table provides key performance metrics for the Company by segment.

12 Weeks Ended




Jun. 14, 2025



Jun. 15, 2024


 

($ millions)

For the periods ended as indicated


Loblaw


Choice

Properties


Effect of

 consol-
idation


GWL
Corporate


Total



Loblaw


Choice

Properties


Effect of
consol-
idation


GWL
Corporate


Total


Revenue


$ 14,672


$     351


$  (200)


$      —


$14,823



$ 13,947


$      336


$  (192)


$       —


$ 14,091


Operating income


$   1,237


$     350


$  (136)


$    (11)


$  1,440



$      866


$      273


$    (82)


$   (262)


$      795


Adjusted operating income(1)


1,247


251


(73)


(11)


1,414



1,147


239


(57)


(6)


1,323


Adjusted EBITDA(1)


$   1,838


$     252


$  (157)


$    (10)


$  1,923



$   1,711


$      240


$  (140)


$       (5)


$   1,806


Net interest expense (income) and other financing charges  


$      212


$     504


$  (231)


$       5


$     490



$      190


$     (241)


$     48


$       —


$        (3)


Adjusted net interest expense (income) and other financing charges(1)  


212


139


(54)


5


302



190


134


(53)


—


271


Earnings (loss) before income taxes


$   1,025


$    (154)


$     95


$    (16)


$     950



$      676


$       514


$  (130)


$   (262)


$     798


Income taxes


$      270


$        —


$     34


$      (2)


$     302



$      180


$         —


$      24


$     (73)


$     131


Adjusted income taxes(1)


273


—


31


14


318



254


—


25


14


293


Net earnings attributable to non-controlling interests


$      378


$        —


$     —


$        2


$     380



$      255


$         —


$      —


$         2


$     257


Prescribed dividends on preferred shares in share capital


—


—


—


10


10



—


—


—


10


10


Net earnings (loss) available to common shareholders of the Company  


$      377


$    (154)


$    61


$     (26)


$     258



$      241


$       514


$   (154)


$    (201)


$     400


Adjusted net earnings available to common shareholders of the Company(1)  


381


112


(50)


(42)


401



350


105


(29)


(32)


394




‌‌





















Effect of consolidation includes the following items:

12 Weeks Ended




Jun. 14, 2025



Jun. 15, 2024


 

($ millions)

For the periods ended as indicated


Revenue

Operating

Income

Adjusted
EBITDA(1)

Net Interest

Expense

and Other

Financing

Charges

Adjusted Net
Earnings
Available to
Common
Shareholders(1)



Revenue

Operating

Income

Adjusted
EBITDA(1)

Net Interest

Expense

and Other

Financing

 Charges

Adjusted Net
Earnings
Available to
Common
Shareholders(1)


Elimination of intercompany rental revenue


$   (202)

$       (9)

$       (9)

$          —

$             (7)



$    (195)

$      (13)

$      (13)

$          —

$            (11)


Elimination of internal lease arrangements


2

3

(94)

(31)

25



3

(30)

(125)

(30)

1


Elimination of intersegment real estate transactions


—

(54)

(54)

—

(47)



—

(2)

(2)

—

(2)


Recognition of depreciation on Choice Properties' investment properties classified as fixed
   assets by the Company and measured at cost


—

(13)

—

—

(12)



—

(12)

—

—

(12)


Fair value adjustment on investment properties


—

(63)

—

—

—



—

(25)

—

3

—


Unit distributions on Exchangeable Units paid by Choice Properties to GWL


—

—

—

(76)

76



—

—

—

(75)

75


Unit distributions on Trust Units paid by Choice Properties, excluding amounts paid to GWL  


—

—

—

53

(53)



—

—

—

52

(52)


Fair value adjustment on Choice Properties' Exchangeable Units


—

—

—

(365)

—



—

—

—

372

—


Fair value adjustment of the Trust Unit liability


—

—

—

188

—



—

—

—

(274)

—


Tax expense on Choice Properties related earnings


—

—

—

—

(32)



—

—

—

—

(28)


Total


$   (200)

$    (136)

$    (157)

$      (231)

$           (50)



$    (192)

$     (82)

$    (140)

$         48

$           (29)




‌













LOBLAW OPERATING RESULTS 

Loblaw has two reportable operating segments, retail and financial services, with all material operations carried out in Canada. Loblaw's retail segment consists primarily of food retail and drug retail. Loblaw provides Canadians with grocery, pharmacy and healthcare services, other health and beauty products, apparel, general merchandise and financial services.  

 

($ millions except where otherwise indicated)  

For the periods ended as indicated


12 Weeks Ended





Jun. 14, 2025


Jun. 15, 2024

$ Change


% Change


Revenue


$          14,672



$           13,947

$                725


5.2 %


Operating income


$            1,237



$                866

$                371


42.8 %


Adjusted EBITDA(1)


$            1,838



$             1,711

$                127


7.4 %


Adjusted EBITDA margin(1)


12.5 %



12.3 %





Depreciation and amortization


$               600



$                679

$                 (79)


(11.6) %




‌










Revenue  Loblaw revenue in the second quarter of 2025 was $14,672 million, an increase of $725 million, or 5.2%, compared to the same period in 2024, driven by an increase in retail sales and in financial services revenue. The sale of Wellwise by Shoppers™ ("Wellwise") was completed in the first quarter of 2025. Revenue related to Wellwise in the second quarter of 2025 was nil (2024 – $21 million). Excluding the impact of revenue related to Wellwise, revenue increased by 5.4%.

Retail sales were $14,389 million, an increase of $731 million, or 5.4%, compared to the same period in 2024. The increase was primarily driven by the following factors:

  • food retail sales were $10,213 million (2024 – $9,653 million) and food retail same-store sales growth was 3.5% (2024 – 0.2%);
    • Loblaw's internal food inflation was lower than the Consumer Price Index for Food Purchased from Stores of 3.3% (2024 – 1.7%); and
    • food retail traffic increased and basket size increased.
  • drug retail sales were $4,176 million (2024 – $4,005 million) and drug retail same-store sales growth was 4.1% (2024 – 1.5%);
    • pharmacy and healthcare services same-store sales growth was 6.2% (2024 – 5.4%), led by specialty prescriptions. On a same-store basis, the number of prescriptions increased by 3.1% (2024 – 2.1%) and the average prescription value increased by 3.9% (2024 – 1.9%); and
    • front store same-store sales growth was 1.7% (2024 – decline of 2.4%). Front store same-store sales growth was primarily driven by higher sales of beauty and over-the-counter ("OTC") products, partially offset by the decision to exit certain low margin electronics categories.

In the second quarter of 2025, 10 food and drug stores were opened and 1 food and drug store was closed. Retail square footage was 72.5 million square feet, a net increase of 1.2 million square feet, or 1.7% compared to the same period in 2024.

Financial services revenue was $377 million, an increase of $10 million, or 2.7%, compared to the same period in 2024, primarily driven by higher sales attributable to The Mobile Shop™ and higher insurance commission income, partially offset by lower interest income.

Operating Income  Loblaw operating income in the second quarter of 2025 was $1,237 million, an increase of $371 million, or 42.8%, compared to the same period in 2024.

Adjusted EBITDA(1) Loblaw adjusted EBITDA(1) in the second quarter of 2025 was $1,838 million, an increase of $127 million, or 7.4%, compared to the same period in 2024, driven by an increase in retail of $110 million and an increase in financial services of $17 million.

Retail adjusted EBITDA(1) increased by $110 million compared to the same period in 2024, driven by an increase in retail gross profit of $238 million, partially offset by an increase in retail selling, general and administrative expenses ("SG&A") of $128 million.

  • Retail gross profit percentage of 32.0% was stable compared to the same period in 2024, primarily driven by improvements in shrink, offset by changes in sales mix in drug retail pharmacy categories.
  • Retail SG&A as a percentage of sales was 19.8%, a favourable decrease of 10 basis points compared to the same period in 2024, primarily due to operating leverage from higher sales and the year-over-year impact of certain real estate activities, partially offset by incremental costs related to opening new stores and the automated distribution facility.

Financial services adjusted EBITDA(1) increased by $17 million compared to the same period in 2024, primarily driven by higher revenue as described above, lower operating costs, and lower credit card receivable charge-offs. The increase was partially offset by higher loyalty program costs.

Depreciation and Amortization  Loblaw depreciation and amortization in the second quarter of 2025 was $600 million, a decrease of $79 million compared to the same period in 2024, primarily driven by the impact of lower amortization related to certain intangible assets associated with the 2014 acquisition of Shoppers Drug Mart which are now fully amortized, partially offset by an increase in depreciation of fixed assets related to conversions of retail locations and opening new stores, and an increase in depreciation of leased assets. Included in depreciation and amortization was the amortization of intangible assets related to the acquisitions of Shoppers Drug Mart and Lifemark Health Group ("Lifemark") of $9 million (2024 – $115 million).

CHOICE PROPERTIES OPERATING RESULTS

Choice Properties owns, manages and develops a high-quality portfolio of commercial and residential properties across Canada.

 

($ millions except where otherwise indicated)

For the periods ended as indicated


12 Weeks Ended







Jun. 14, 2025  



Jun. 15, 2024 


$ Change 


% Change


Revenue


$                351



$                 336


$                  15


4.5 %


Net interest expense (income) and other financing charges  


$                504



$                (241)


$                745


309.1 %


Net (loss) income


$               (154)



$                 514


$               (668)


(130.0) %


Funds from Operations(1)


$                192



$                 185


$                    7


3.8 %




‌









Revenue  Choice Properties revenue in the second quarter of 2025 was $351 million, an increase of $15 million, or 4.5%, compared to the same period in 2024 and included revenue of $201 million (2024 – $193 million) generated from tenants within Loblaw.

The increase in revenue in the second quarter of 2025 was primarily driven by:

  • higher rental rates primarily in the retail and industrial portfolios; and
  • contributions from acquisitions, net of dispositions, and completed developments;

       partially offset by,

  • lower lease surrender revenue.

Net Interest Expense (Income) and Other Financing Charges  Choice Properties net interest expense and other financing charges in the second quarter of 2025 were $504 million, compared to net interest income and other financing charges of $241 million in the same period in 2024. The change of $745 million was primarily driven by the unfavourable year-over-year change in the fair value adjustment on the Class B LP units ("Exchangeable Units") of $737 million, as a result of the increase in the unit price in the quarter.

Net (Loss) Income  Choice Properties recorded a net loss of $154 million in the second quarter of 2025, compared to net income of $514 million in the same period in 2024. The unfavourable change of $668 million was primarily driven by:

  • higher net interest expense and other financing charges as described above; and
  • the unfavourable year-over-year impact of the prior year reversal of a transaction related provision of $39 million that was determined to be no longer required;

       partially offset by,

  • the favourable year-over-year change in the fair value adjustment on investment properties, including those held within equity accounted joint ventures, of $67 million;
  • the favourable year-over-year change in the fair value adjustment of investment in real estate securities of $37 million driven by the change in Allied's unit price; and
  • an increase in rental revenue as described above.

Funds from Operations(1)  Funds from Operations(1) in the second quarter of 2025 were $192 million, an increase of $7 million compared to the same period in 2024. The increase was primarily due to an increase in rental income and lower general and administrative expenses. The increase was partially offset by higher interest expense and lower interest income.

OUTLOOK(2)

The Company's 2025 outlook remains unchanged and it continues to expect adjusted net earnings(1) to increase due to the results from its operating segments, and to use excess cash to repurchase shares. 

Loblaw  Loblaw will continue to execute on retail excellence while advancing its growth initiatives with the goal of delivering consistent operational and financial results in 2025. Loblaw's businesses remain well positioned to meet the everyday needs of Canadians.

In 2025, Loblaw's results will include the impact of a 53rd week, which is expected to benefit adjusted net earnings per common share(1) growth by approximately 2%. On a full-year comparative basis, excluding the impact of the 53rd week, Loblaw continues to expect:

  • its retail business to grow earnings faster than sales;
  • adjusted net earnings per common share(1) growth in the high single-digits;
  • to continue investing in its store network and distribution centres by investing a net amount of $1.9 billion in capital expenditures, which reflects gross capital investments of approximately $2.2 billion, net of approximately $300 million of proceeds from property disposals; and
  • to return capital to shareholders by allocating a significant portion of free cash flow to share repurchases.

Choice Properties   Choice Properties is focused on capital preservation, delivering stable and growing cash flows and net asset value appreciation. Its high-quality portfolio is primarily leased to necessity-based tenants and logistics providers, who are less sensitive to economic volatility and therefore provide stability to its overall portfolio. Choice Properties will continue to advance its development program, with a focus on commercial developments, which provides the best opportunity to add high-quality real estate to its portfolio at a reasonable cost and drive net asset value appreciation over time. 

Choice Properties is confident that its business model, stable tenant base, strong balance sheet and disciplined approach to financial management will continue to benefit its operations. In 2025, Choice Properties is targeting:

  • stable occupancy across the portfolio, resulting in approximately 2% - 3% year-over-year growth in Same-Asset NOI, cash basis(3);
  • annual FFO(1) per unit diluted(3) in a range of $1.05 to $1.06, reflecting approximately 2% - 3% year-over-year growth; and
  • strong leverage metrics, targeting Adjusted Debt to EBITDAFV(3) below 7.5x.

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, opportunities and legal and regulatory matters. 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 further healthcare reform, future liquidity, planned capital investments, and the status and impact of information technology 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", "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 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 2024 Annual Report and the Company's Annual Information Form for the year ended December 31, 2024.

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.

DECLARATION OF QUARTERLY DIVIDENDS

Subsequent to the end of the second quarter of 2025, 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

$0.8938 per share (on a pre-stock split basis) payable October 1, 2025, to shareholders of record September 15, 2025;



Preferred Shares, Series I

$0.3625 per share payable September 15, 2025, to shareholders of record August 31, 2025;



Preferred Shares, Series III

$0.3250 per share payable October 1, 2025, to shareholders of record September 15, 2025;



Preferred Shares, Series IV

$0.3250 per share payable October 1, 2025, to shareholders of record September 15, 2025;



Preferred Shares, Series V

$0.296875 per share payable October 1, 2025, to shareholders of record September 15, 2025.

2025 SECOND QUARTER REPORT

The Company's 2024 Annual Report and 2025 Second Quarter Report are available in the Investor Centre section of the Company's website at www.weston.ca and have been filed on SEDAR+ and are available at www.sedarplus.ca.

INVESTOR RELATIONS

Shareholders, security analysts and investment professionals should direct their requests to Roy MacDonald, Group Vice-President, Investor Relations, at the Company's Executive Office or by e-mail at investor@weston.ca.

Additional financial information has been filed electronically with various securities regulators in Canada through SEDAR+. This News Release includes selected information on Loblaw, a public company with shares trading on the Toronto Stock Exchange ("TSX"), and selected information on Choice Properties, a public real estate investment trust with units trading on the TSX. For information regarding Loblaw or Choice Properties, readers should refer to the respective materials filed on SEDAR+ from time to time. These filings are also maintained on the respective companies' corporate websites at www.loblaw.ca and www.choicereit.ca.

Ce rapport est disponible en français.

Endnotes



(1)

See the "Non-GAAP and Other Financial Measures" section in Appendix 1 of this News Release, which includes the reconciliation of such non-GAAP and other financial measures to the most directly comparable GAAP measures.

(2)

This News Release contains forward-looking information. See "Forward-Looking Statements" section of this News Release and the Company's 2024 Annual Report 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 and assumptions that were used when making these statements. This News Release should 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.sedarplus.ca.

(3)

For more information on Choice Properties measures see the 2024 Annual Report filed by Choice Properties, which is available on www.sedarplus.ca or at www.choicereit.ca.



APPENDIX 1:  NON-GAAP AND OTHER FINANCIAL MEASURES

The Company uses non-GAAP and other financial measures and ratios as it believes these measures and ratios provide useful information to both management and investors with regard to accurately assessing the Company's financial performance and financial condition.

Further, certain non-GAAP measures and other financial measures of Loblaw and Choice Properties are included in this document. For more information on these measures, refer to the materials filed by Loblaw and Choice Properties, which are available on www.sedarplus.ca or at www.loblaw.ca or www.choicereit.ca, respectively.

Management uses these and other non-GAAP and other financial measures to exclude the impact of certain expenses and income that must be recognized under GAAP when analyzing underlying consolidated and segment 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. The Company adjusts for these 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 should not be construed as an alternative to other financial measures determined in accordance with GAAP.

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. 

12 Weeks Ended







Jun. 14, 2025






Jun. 15, 2024


($ millions)


Loblaw

Choice
Properties

Effect of
consol-
idation

GWL
Corporate

Consolidated



Loblaw

Choice
Properties

Effect of

consol-
idation

GWL
Corporate

Consolidated


Net earnings attributable to shareholders of the Company






$           268







$           410


Add impact of the following:















Non-controlling interests






380







257


Income taxes






302







131


Net interest expense (income) and other financing charges






490







(3)


Operating income


$    1,237

$     350

$        (136)

$             (11)

$         1,440



$       866

$       273

$          (82)

$         (262)

$            795


Add (deduct) impact of the following:















Amortization of intangible assets acquired with Shoppers Drug Mart and Lifemark  


$           9

$        —

$            —

$              —

$                9



$       115

$         —

$            —

$             —

$            115


Fair value adjustment of derivatives


2

—

—

—

2



2

—

—

—

2


Fair value adjustment on investment properties


—

(90)

63

—

(27)



—

(23)

25

—

2


Fair value adjustment of investment in real estate securities


—

(9)

—

—

(9)



—

28

—

—

28


Gain on sale of non-operating property


(1)

—

—

—

(1)



—

—

—

—

—


Charges related to settlement of class action lawsuits


—

—

—

—

—



164

—

—

256

420


Transaction costs and other related recoveries


—

—

—

—

—



—

(39)

—

—

(39)


Adjusting items


$        10

$      (99)

$           63

$              —

$             (26)



$       281

$       (34)

$            25

$           256

$            528


Adjusted operating income


$   1,247

$      251

$          (73)

$            (11)

$         1,414



$    1,147

$      239

$           (57)

$             (6)

$         1,323


Depreciation and amortization excluding the impact of the above adjustment(i)


591

1

(84)

1

509



564

1

(83)

1

483


Adjusted EBITDA


$   1,838

$      252

$        (157)

$            (10)

$         1,923



$    1,711

$      240

$         (140)

$              (5)

$         1,806




‌













(i)

Depreciation and amortization for the calculation of adjusted EBITDA excludes amortization of intangible assets acquired with Shoppers Drug Mart and Lifemark, recorded by Loblaw.

The following items impacted adjusted EBITDA in 2025 and 2024:

Amortization of intangible assets acquired with Shoppers Drug Mart and Lifemark  The acquisition of Shoppers Drug Mart in 2014 included approximately $6 billion of definite life intangible assets, which are being amortized over their estimated useful lives. In 2024, the annual amortization associated with the acquired intangibles was $479 million. The annual amortization will decrease to approximately $130 million in 2025, of which $110 million and $6 million was recorded in the first and second quarters of 2025, respectively. Annual amortization will be approximately $30 million in 2026 and thereafter.

The acquisition of Lifemark in 2022 included approximately $299 million of definite life intangible assets, which are being amortized over their estimated useful lives.

Fair value adjustment of derivatives  Loblaw is exposed to commodity price and U.S. dollar exchange rate fluctuations. In accordance with Loblaw's commodity risk management policy, Loblaw enters into exchange traded futures contracts and forward contracts to minimize cost volatility relating to fuel prices and the U.S. dollar exchange rate. These derivatives are not acquired for trading or speculative purposes. Pursuant to Loblaw's derivative instruments accounting policy, changes in the fair value of these instruments, which include realized and unrealized gains and losses, are recorded in operating income. Despite the impact of accounting for these commodity and foreign currency derivatives on Loblaw'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 and U.S. dollar commitments.

Fair value adjustment on investment properties  The Company measures investment properties at fair value. Under the fair value model, investment properties are initially measured at cost and subsequently measured at fair value. Fair value is determined based on available market evidence. If market evidence is not readily available in less active markets, the Company uses alternative valuation methods such as discounted cash flow projections or recent transaction prices. Gains and losses on fair value are recognized in operating income in the period in which they are incurred. Gains and losses from disposal of investment properties are determined by comparing the fair value of disposal proceeds and the carrying amount and are recognized in operating income.

Fair value adjustment of investment in real estate securities  Choice Properties received Allied Class B Units as part of the consideration for the Choice Properties disposition of six office assets to Allied in 2022. Choice Properties recognized these units as investments in real estate securities. The investment in real estate securities is exposed to market price fluctuations of Allied trust units. An increase (decrease) in the market price of Allied trust units results in income (a charge) to operating income.

Gain on sale of non-operating property  In the second quarter of 2025, Loblaw recorded a gain related to the sale of a non-operating property to a third party of $1 million (2024 – nil).

Charges related to settlement of class action lawsuits  On July 24, 2024, the Company and Loblaw entered into binding Minutes of Settlement and on January 31, 2025, the Company and Loblaw entered into a Settlement Agreement to resolve nationwide class action lawsuits against them relating to their role in an industry-wide price-fixing arrangement involving certain packaged bread products. In the second quarter of 2024, the Company and Loblaw recorded charges of $256 million and $164 million, respectively, in SG&A, relating to the settlement and related costs. The Settlement Agreement was approved by the Ontario Superior Court of Justice in May 2025 and if approved by the court in Quebec, it will resolve all of the consumers' claims against the Company and Loblaw relating to this matter.

Transaction costs and other related recoveries  In the second quarter of 2024, Choice Properties recorded a reversal of a transaction related provision for $39 million that was determined to be no longer required.

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.

($ millions)

12 Weeks Ended


Jun. 14, 2025


Jun. 15, 2024


Net interest expense (income) and other financing charges  


$                490



$                   (3)


(Deduct) add impact of the following:







Fair value adjustment of the Trust Unit liability


(188)



274


Adjusted net interest expense and other financing charges


$                302



$                 271




‌





The following item impacted adjusted net interest expense and other financing charges in 2025 and 2024:

Fair value adjustment of the 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 date based on the market price of Trust Units at the end of each period. An increase (decrease) in the market price of Trust Units results in a charge (income) to net interest expense and other financing charges.

ADJUSTED INCOME TAXES AND ADJUSTED EFFECTIVE TAX RATE  The Company believes the adjusted effective 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 tax rate applicable to adjusted earnings before taxes to the GAAP effective tax rate applicable to earnings before taxes as reported for the periods ended as indicated.

12 Weeks Ended


($ millions except where otherwise indicated)

Jun. 14, 2025 


Jun. 15, 2024 


Adjusted operating income(i)


$             1,414



$              1,323


Adjusted net interest expense and other financing charges(i)


302



271


Adjusted earnings before taxes


$             1,112



$              1,052


Income taxes


$                302



$                 131


Add impact of the following:







Tax impact of items excluded from adjusted earnings before taxes(ii)


—



142


Outside basis difference in certain Loblaw shares


16



20


Adjusted income taxes


$                318



$                 293


Effective tax rate applicable to earnings before taxes


31.8 %



16.4 %


Adjusted effective tax rate applicable to adjusted earnings before taxes  


28.6 %



27.9 %





‌






(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.

In addition to certain items described in the "Adjusted EBITDA" and "Adjusted Net Interest Expense and Other Financing Charges" sections above, the following item impacted adjusted income taxes and the adjusted effective tax rate in 2025 and 2024:

Outside basis difference in certain Loblaw shares  The Company recorded a deferred tax recovery of $16 million in the second quarter of 2025 (2024 – $20 million) on temporary differences in respect of GWL's investment in certain Loblaw shares that are expected to reverse in the foreseeable future as a result of GWL's participation in Loblaw's NCIB.

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.

 

($ millions except where otherwise indicated)

12 Weeks Ended


Jun. 14, 2025


Jun. 15, 2024


Net earnings attributable to shareholders of the Company


$                268



$                410


Less:  Prescribed dividends on preferred shares in share capital


(10)



(10)


Net earnings available to common shareholders of the Company


$                258



$                400


Less:  Reduction in net earnings due to dilution at Loblaw


(4)



(3)


Net earnings available to common shareholders for diluted earnings per share


$                254



$                397


Net earnings attributable to shareholders of the Company


$                268



$                410


Adjusting items (refer to the following table)


143



(6)


Adjusted net earnings attributable to shareholders of the Company


$                411



$                404


Less:  Prescribed dividends on preferred shares in share capital


(10)



(10)


Adjusted net earnings available to common shareholders of the Company


$                401



$                394


Less:  Reduction in net earnings due to dilution at Loblaw


(4)



(3)


Adjusted net earnings available to common shareholders for diluted earnings per share  


$                397



$                391


‌‌


‌





Diluted weighted average common shares outstanding (in millions)


129.6



133.6




‌





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.

12 Weeks Ended




Jun. 14, 2025



Jun. 15, 2024




Net Earnings (Loss) Available
 to Common Shareholders of the Company



Diluted
Net
Earnings
Per
Common
Share ($)



Net Earnings Available
to Common Shareholders of the Company



Diluted
Net
Earnings
Per
Common
 Share ($)


 

($ millions except where otherwise indicated)


Loblaw(i)

Choice
Properties

Effect of
consol-
idation

GWL
Corporate

Consol-
idated



Consol-
idated



Loblaw(i)

Choice
Properties

Effect of
consol-

idation

GWL
Corporate

Consol-
idated



Consol-
idated


As reported


$         377

$      (154)

$         61

$         (26)

$       258



$      1.96



$         241

$       514

$        (154)

$        (201)

$       400



$     2.97


Add (deduct) impact of the following(ii):





















  Amortization of intangible assets acquired with Shoppers Drug Mart and Lifemark  


$             2

$          —

$         —

$           —

$           2



$      0.02



$           43

$         —

$            —

$            —

$         43



$     0.33


  Fair value adjustment of derivatives


2

—

—

—

2



0.01



2

—

—

—

2



0.01


  Fair value adjustment on investment properties


—

(90)

65

—

(25)



(0.20)



—

(26)

30

—

4



0.03


  Fair value adjustment of investment in real estate securities


—

(9)

1

—

(8)



(0.06)



—

28

(3)

—

25



0.19


  Charges related to settlement of class action lawsuits


—

—

—

—

—



—



64

—

—

189

253



1.89


  Transaction costs and other related recoveries


—

—

—

—

—



—



—

(39)

—

—

(39)



(0.29)


  Fair value adjustment of the Trust Unit liability


—

—

188

—

188



1.45



—

—

(274)

—

(274)



(2.05)


  Outside basis difference in certain Loblaw shares


—

—

—

(16)

(16)



(0.12)



—

—

—

(20)

(20)



(0.15)


  Fair value adjustment on Choice Properties' Exchangeable Units


—

365

(365)

—

—



—



—

(372)

372

—

—



—


Adjusting items


$             4

$        266

$      (111)

$         (16)

$       143



$      1.10



$         109

$     (409)

$        125

$        169

$          (6)



$    (0.04)


Adjusted


$         381

$        112

$        (50)

$         (42)

$       401



$      3.06



$         350

$      105

$         (29)

$         (32)

$       394



$     2.93




‌

‌


















(i)

Contribution from Loblaw, net of non-controlling interests.

(ii)

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

GWL CORPORATE FREE CASH FLOW  GWL Corporate free cash flow is generated from dividends received from Loblaw, distributions received from Choice Properties, and proceeds from participation in Loblaw's NCIB, less corporate expenses, interest and income taxes paid.

12 Weeks Ended

($ millions)


Jun. 14, 2025



Jun. 15, 2024


Dividends from Loblaw


$                  81



$                   73


Distributions from Choice Properties


57



56


GWL Corporate cash flow from operating businesses  


$                138



$                 129


Proceeds from participation in Loblaw's NCIB


$                193



$                 218


GWL Corporate, financing, and other costs(i)


(21)



(21)


Income taxes paid


(17)



(44)


GWL Corporate free cash flow


$                293



$                 282




‌





(i)

GWL Corporate, financing, and other costs includes all other company level activities that are not allocated to the reportable operating segments such as net interest expense, corporate activities, administrative costs and changes in non-cash working capital. Also included are preferred share dividends.

CHOICE PROPERTIES' FUNDS FROM OPERATIONS  Choice Properties considers Funds from Operations to be a useful measure of operating performance as it adjusts for items included in net income that do not arise from operating activities or do not necessarily provide an accurate depiction of its performance.

Funds from Operations is calculated in accordance with the Real Property Association of Canada's Funds from Operations & Adjusted Funds from Operations for International Financial Reporting Standards issued in January 2022.

The following table reconciles Choice Properties' Funds from Operations to net income for the periods ended as indicated.

 

($ millions)

12 Weeks Ended



Jun. 14, 2025



Jun. 15, 2024


Net (loss) income


$               (154)



$                 514


Add (deduct) impact of the following:







Amortization of intangible assets


—



1


Transaction costs and other related recoveries


—



(39)


Adjustment to fair value of unit-based compensation


1



(1)


Fair value adjustment on Exchangeable Units


365



(372)


Fair value adjustment on investment properties


(93)



(28)


Fair value adjustment on investment properties to proportionate share  


2



2


Fair value adjustment of investment in real estate securities


(9)



28


Capitalized interest on equity accounted joint ventures


2



3


Unit distributions on Exchangeable Units


76



75


Internal expenses for leasing


2



2


Funds from Operations


$                 192



$                 185




‌





 

SOURCE George Weston Limited