George Weston Limited Reports 2013 First Quarter Results and Announces 9.2% Dividend Increase(1).

George Weston Limited Reports 2013 First Quarter Results and Announces 9.2% 
Dividend Increase(1). 
TORONTO, May 7, 2013 /CNW/ - George Weston Limited (TSX: WN) ("GWL") today 
announced its consolidated unaudited results for the 12 weeks ended March23, 
2013. 
The 2013 First Quarter Report to Shareholders of George Weston Limited and its 
subsidiaries, together referred to as the "Company", including the Company's 
unaudited interim period condensed consolidated financial statements and 
Management's Discussion and Analysis ("MD&A") for the 12 weeks ended 
March23, 2013, is available in the Investor Centre section of the Company's 
website at www.weston.ca and has been filed with the System for Electronic 
Document Analysis and Retrieval ("SEDAR") and will be available at 
www.sedar.com. 
2013 First Quarter Summary
•Adjusted basic net earnings per common share((2)) of $0.88 compared to 
$0.87 in the first quarter of 2012.
•Adjusted operating income((2)) growth of 3.9% to $323 million.
•Sales growth of 3.7% to $7,494 million.
•Quarterly common share dividend increase of 9.2% to $0.415 per common 
share, which follows a 5.6% increase late last year. 
"The first quarter of 2013 delivered strong operating results for George 
Weston Limited. Our continued focus on enhancing shareholder value is a 
priority and today we announced a dividend increase - building on the increase 
announced late last year. Work is well underway on the initial public offering 
of the Loblaw Real Estate Investment Trust, and I am pleased with the 
progress", said W. Galen Weston, Executive Chairman, George Weston Limited. 
CONSOLIDATED RESULTS OF OPERATIONS                                      
(unaudited)                                                             
($ millions except where             12 Weeks Ended                    
otherwise indicated) 
                                               
For the periods ended                       Mar. 24, 2012((3))  
as indicated              Mar. 23, 2013                          Change 
Sales                     $       7,494       $ 7,224             3.7 % 
Operating income          $         382       $   274            39.4 % 
Adjusted operating        $         323       $   311             3.9 %
income((2)) 
Adjusted operating                4.3 %         4.3 %                
margin((2)) 
Adjusted EBITDA((2))      $         520       $   495             5.1 % 
Adjusted EBITDA margin(           6.9 %         6.9 %                
(2)) 
Net interest expense      $          84       $    50            68.0 %
and other financing
charges 
Income taxes              $          73       $    58            25.9 % 
Net earnings              $         162       $   121            33.9 %
attributable to
shareholders of the
Company 
Basic net earnings per    $        1.19       $  0.87            36.8 %
common share ($) 
Adjusted basic net        $        0.88       $  0.87             1.1 %
earnings per common
share((2)) ($) 
Free cash flow((2))       $       (377)       $ (388)             2.8 % 
                                                                    
Pavi Binning, President, George Weston Limited, commented that "We are pleased 
with the first quarter's operating results. Loblaw delivered positive sales 
performance while investing in an improved in-store experience and made good 
progress on the roll-out of its new IT system. Weston Foods achieved 
performance consistent with the prior year. We anticipate the benefits of 
growth, marketing and innovation investments to be realized increasingly over 
the course of the year". 
The Company's first quarter 2013 adjusted basic net earnings per common 
share((2)) were $0.88 compared to $0.87 in the same period in 2012, an 
increase of $0.01. The increase was attributable to the improvement in the 
operating performance of Loblaw Companies Limited ("Loblaw"), partially offset 
by a higher effective income tax rate((4)). 
The Company's basic net earnings per common share were $1.19 compared to $0.87 
in the same period in 2012, an increase of $0.32. The increase included the 
year-over-year favourable net impact of certain items, primarily the impact of 
certain foreign currency translation, the impact of defined benefit plan 
amendments and the impact of the forward sale agreement for 9.6million 
Loblaw common shares. 
During the first quarter of 2013, the Company announced amendments to certain 
of its defined benefit plans impacting certain employees retiring after 
January1,2015. As a result, in the first quarter of 2013, the Company 
recorded a gain of $51million and will realize annual pre-tax savings of 
approximately $14 million related to these defined benefit plan amendments. 
The Company uses non-GAAP financial measures. See the "Non-GAAP Financial 
Measures" section of this News Release for more information on these non-GAAP 
financial measures. 
OPERATING SEGMENTS 
Weston Foods                                                          
(unaudited)                                    12 Weeks Ended         
                                                  
($ millions except where      Mar. 23, 2013         Mar. 24, 2012    
otherwise indicated) 
Sales                         $         424         $         425     
Operating income              $          48         $          60     
Adjusted operating income(    $          59         $          59    
(2)) 
Adjusted operating margin(           13.9 %                13.9 %  
(2)) 
Adjusted EBITDA((2))          $          73         $          73     
Adjusted EBITDA margin((2))          17.2 %                17.2 %   
                                                                  
Weston Foods sales in the first quarter of 2013 decreased by 0.2% to 
$424million from $425million and volumes decreased by 1.3% compared to the 
same period in 2012 largely due to the loss of certain frozen distributed 
products that Weston Foods distributed on behalf of certain customers in 2012. 
This loss negatively impacted sales and volume growth by approximately 1.9% 
and 0.8%, respectively, while foreign currency translation positively impacted 
sales by approximately 0.3%. Excluding the impact of the loss of certain 
distributed products and foreign currency translation, sales increased 1.4% 
mainly due to the positive impact of pricing across key product categories of 
1.9%, partially offset by a decrease in volume of 0.5% compared to the same 
period in 2012. 
Weston Foods operating income in the first quarter of 2013 was $48million 
compared to $60million in the same period in 2012, a decrease of 
$12million. The decrease was primarily due to the unfavourable 
year-over-year impact of the change in the fair value adjustment of commodity 
derivatives of $11million. 
Weston Foods adjusted operating income((2)) was $59million in the first 
quarters of both 2013 and 2012. Weston Foods adjusted operating margin((2)) 
remained flat at 13.9% compared to the same period in 2012. Adjusted operating 
income((2)) was positively impacted by the benefits realized from productivity 
improvements and other cost reduction initiatives and higher pricing in key 
product categories. These benefits were offset by lower sales volumes and 
investments in growth, marketing and innovationcompared to the same period 
in 2012. 
Loblaw                                                                
(unaudited)                                    12 Weeks Ended         
                                                                
($ millions except where      Mar. 23, 2013         Mar. 24, 2012    
otherwise indicated) 
Sales                         $       7,202         $       6,937     
Operating income              $         307         $         237     
Adjusted operating income(    $         264         $         252    
(2)) 
Adjusted operating margin(            3.7 %                 3.6 %  
(2)) 
Adjusted EBITDA((2))          $         447         $         422     
Adjusted EBITDA margin((2))           6.2 %                 6.1 %   


                                                                   

In the first quarter of 2013, Loblaw showed continued evidence of momentum in 
its core business, with the fresh-led, customer-focused strategy delivering 
results. Greater assortment and an improved in-store experience contributed to 
same-store sales growth and positive trends in tonnage and market share across 
the country and across all banners.

Loblaw sales in the first quarter of 2013 increased by 3.8% to $7,202million 
from $6,937million in the same period in 2012. Loblaw's Retail segment sales 
increased by 3.4% and same-store sales growth was 2.8% (2012 - decline of 
0.7%), positively impacted by the shift in timing of certain holidays. Sales 
growth in food and gas bar was strong, sales growth in drugstore was modest, 
sales in general merchandise, excluding apparel, declined marginally and sales 
in apparel were flat. Loblaw experienced flat (2012 - modest) average 
quarterly internal food price inflation during the first quarter of 2013, 
which was lower than the average quarterly national food price inflation of 
1.4%(2012- 3.7%) as measured by "The Consumer Price Index for Food 
Purchased from Stores". In the last twelve months, Loblaw opened 20 corporate 
and franchise stores and closed 12 corporate and franchise stores, resulting 
in a net increase of 0.2million square feet, or 0.4%. Loblaw sales in the 
first quarter of 2013 were also positively impacted by an increase in revenue 
from its Financial Services segment, which includes President's Choice Bank, a 
subsidiary of Loblaw.

Loblaw operating income in the first quarter of 2013 was $307million 
compared to $237million in the same period in 2012, an increase of 
$70million. The increase was mainly due to the $51 million gain related to 
the defined benefit plan amendments recorded in the first quarter of 2013 and 
an increase in adjusted operating income((2)) of $12million as described 
below.

Loblaw adjusted operating income((2)) was $264 million in the first quarter of 
2013 compared to $252million in the same period in 2012. Adjusted operating 
margin((2)) was 3.7% compared to 3.6% in the same period in 2012. The increase 
in adjusted operating income((2)) was( )primarily attributable to an 
improvement in the operating performance of Loblaw's Financial Services 
segment, increased gross profit from Loblaw's Retail segment and lower costs 
related to the transition of certain Ontario conventional stores to the more 
cost effective and efficient operating terms of collective agreements ratified 
in the third quarter of 2010. These increases were partially offset by 
increased labour associated with higher sales, increased operating costs and 
the impact of foreign exchange. The increase in Loblaw's Financial Services 
segment was mainly attributable to higher revenue and lower costs related to 
the renegotiation of vendor contracts, partially offset by investments in the 
Mobile Shop business, higher credit card losses on higher receivables balances 
and higher PC points loyalty costs.

NET INTEREST EXPENSE AND OTHER FINANCING CHARGES
In the first quarter of 2013, net interest expense and other financing charges 
increased by $34million to $84million compared to the same period in 2012. 
Net interest expense and other financing charges are impacted by the fair 
value adjustment of the forward sale agreement for 9.6million Loblaw common 
shares. This fair value adjustment had an unfavourable year-over-year impact 
in the first quarter of 2013 of $37million.

Excluding this impact, net interest expense and other financing charges 
decreased by $3million compared to the same period in 2012, primarily due to 
the decline in net interest on the Company's net defined benefit obligation.

INCOME TAXES
In the first quarter of 2013, income tax expense increased to $73million 
from $58million in the same period in 2012. The effective income tax rate 
decreased to 24.5% in the first quarter of 2013 from 25.9% in the same period 
in 2012, primarily due to non-taxable foreign currency translation gains 
recorded in 2013 (2012 - non-deductible foreign currency translation losses). 
The effective income tax rate in the first quarter of 2012 was also impacted 
by recoveries related to certain prior year income tax matters.

REAL ESTATE INVESTMENT TRUST ("REIT") UPDATE
During the fourth quarter of 2012, the Company announced Loblaw's intention to 
create a REIT to acquire approximately 35 million square feet of Loblaw's real 
estate assets. Since that announcement, work has progressed according to plan. 
Loblaw expects to file a preliminary prospectus for the REIT in late May 2013 
and to complete the initial public offering ("IPO") of the REIT in early to 
mid-July of 2013, subject to prevailing market conditions and receipt of 
required regulatory approvals, including approval to list the units on the 
Toronto Stock Exchange. A highly experienced board of trustees has been 
selected and the senior management team for the REIT is now in place. 
Approximately 35 million square feet of property with a market value of at 
least $7 billion will be transferred to the REIT.

OUTLOOK((1))
The outlook reflects the underlying operating performance of the Company's 
operating segments as discussed below.

For full year 2013, Weston Foods sales growth is expected to be moderate due 
to a combination of pricing and modest volume growth. Adjusted operating 
margins((2)) are expected to remain in line with 2012 as WestonFoods invests 
in growth, marketing and innovation. The benefits from these investments are 
expected to be realized increasingly over the course of the year.

Over the past several quarters, Loblaw has strengthened its customer 
proposition and made significant progress with its information technology 
("IT") infrastructure implementation. These initiatives, with investments in 
price, assortment and labour are expected to be offset by operating 
efficiencies. Investment in infrastructure programs will continue as the IT 
system is rolled out to distribution centres and stores, with associated 
expenses flat to 2012. Sales growth in 2013 will be moderated by a competitive 
environment characterized by ongoing square footage expansions, a new 
competitor's entry into the market and generic drug deflation. As a result, 
Loblaw expects modest growth in adjusted operating income((2)) in 2013, 
excluding the impact of the $61million restructuring charge recorded in the 
fourth quarter of 2012, the impact of the previously announced plan to launch 
an IPO of a new REIT, and the $51million gain recorded in the first quarter 
of 2013 associated with amendments to certain defined benefit plans.

Over the long term, Loblaw still expects positive same-store sales, a decline 
in IT and supply chain costs, and a moderation of capital expenditures. This 
should result in growth in adjusted operating income((2)), adjusted 
EBITDA((2)) and an increase in free cash flow((2)).

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 statements with respect to anticipated future results are included 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" and "should" and similar expressions, as they relate to the 
Company and its management.

Forward-looking statements reflect the Company's current estimates, beliefs 
and assumptions, which are based on management's perception of historical 
trends, current conditions and expected future developments, as well as other 
factors it believes are appropriate in the circumstances. The Company's 
expectation of operating and financial performance in 2013 is based on certain 
assumptions including assumptions about revenue growth, anticipated cost 
savings and operating efficiencies, no unanticipated changes in the effective 
income tax rates, no unexpected adverse events or costs related to Loblaw's 
investments in IT and supply chain, and no significant unanticipated increase 
in the price of commodities and other input costs at Weston Foods that it will 
not be able to offset. The Company's estimates, beliefs and assumptions are 
inherently subject to significant business, economic, competitive and other 
uncertainties and contingencies regarding future events and as such, are 
subject to change. The Company can give no assurance that such estimates, 
beliefs and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Company's actual results to 
differ materially from the estimates, beliefs and assumptions expressed or 
implied in the forward-looking statements, including, but not limited to:
    --  failure to realize anticipated results, including revenue
        growth, anticipated cost savings or operating efficiencies from
        the Company's major initiatives, including those from
        restructuring;
    --  failure to realize benefits from investments in the Company's
        IT systems, including the Company's systems implementation, or
        unanticipated results from these initiatives;
    --  the inability of the Company's IT infrastructure to support the
        requirements of the Company's business;
    --  unanticipated results associated with the Company's strategic
        initiatives and the impact of acquisitions or dispositions of
        businesses on the Company's future revenues and earnings;
    --  heightened competition, whether from current competitors or new
        entrants to the marketplace;
    --  changes in economic conditions including the rate of inflation
        or deflation, changes in interest and foreign currency exchange
        rates and changes in derivative and commodity prices;
    --  public health events;
    --  risks associated with product defects, food safety and product
        handling;
    --  failure to achieve desired results in labour negotiations,
        including the terms of future collective bargaining agreements
        which could lead to work stoppages;
    --  the inability of the Company to manage inventory to minimize
        the impact of obsolete or excess inventory and to control
        shrink;
    --  the impact of potential environmental liabilities;
    --  failure to respond to changes in consumer tastes and buying
        patterns;
    --  reliance on the performance and retention of third-party
        service providers including those associated with the Company's
        supply chain and apparel business;
    --  supply and quality control issues with vendors;
    --  changes to the regulation of generic prescription drug prices
        and the reduction of reimbursement under public drug benefit
        plans and the elimination or reduction of professional
        allowances paid by drug manufacturers;
    --  changes in the Company's income, commodity, other tax and
        regulatory liabilities including changes in tax laws,
        regulations or future assessments;
    --  any requirement of the Company to make contributions to its
        registered funded defined benefit pension plans or the
        multi-employer pension plans in which it participates in excess
        of those currently contemplated;
    --  the risk that the Company would experience a financial loss if
        its counterparties fail to meet their obligations in accordance
        with the terms and conditions of their contracts with the
        Company;
    --  the inability of Loblaw to collect on its credit card
        receivables; and
    --  failure to execute the IPO of Loblaw's proposed REIT.

This is not an exhaustive list of the factors that may affect the Company's 
forward-looking statements. Other risks and uncertainties not presently known 
to the Company or that the Company presently believes are not material could 
also cause actual results or events to differ materially from those expressed 
in its forward-looking statements. Additional risks and uncertainties are 
discussed in the Company's materials filed with the Canadian securities 
regulatory authorities from time to time, including the "Enterprise Risks and 
Risk Management" section of the MD&A included in the Company's 2013 First 
Quarter Report to Shareholders and Section 13, "Enterprise Risks and Risk 
Management", of the MD&A included in the Company's 2012 Annual Report. Readers 
are cautioned not to place undue reliance on these forward-looking statements, 
which reflect the Company's expectations only as of the date of this News 
Release. Except as required by law, the Company does not undertake to update 
or revise any forward-looking statements, whether as a result of new 
information, future events or otherwise.

NON-GAAP FINANCIAL MEASURES
The Company uses the following non-GAAP financial measures: adjusted operating 
income and adjusted operating margin, adjusted EBITDA and adjusted EBITDA 
margin, adjusted basic net earnings per common share and free cash flow. 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.

Certain expenses and income that must be recognized under GAAP are not 
necessarily reflective of the Company's underlying operating performance. For 
this reason, management uses certain non-GAAP financial measures to exclude 
the impact of these items when analyzing consolidated and segment underlying 
operating performance. These non-GAAP financial measures are also helpful in 
assessing underlying operating performance on a consistent basis.

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. Loblaw does not report its results of operations on an adjusted 
basis, however the Company excludes the impact of certain Loblaw items, as 
applicable, when reporting its consolidated and segment results.

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

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

The following table reconciles adjusted operating income and adjusted EBITDA 
to GAAP net earnings attributable to shareholders of the Company reported for 
the periods ended as indicated.
                                                              12 Weeks Ended
                                                        
                                                                                Mar. 24, 2012(
                                       Mar. 23, 2013                                      (1))

(unaudited)     Weston         Other(                  Weston           Other(
($ millions)     Foods  Loblaw   (2)) Consolidated     Foods   Loblaw     (2)) Consolidated 

Net earnings                          $ 162                                    $ 121        
attributable to
shareholders of
the Company

Add impact of                                                                               
the following:

Non-controlling                          63                                       45        
interests

Income taxes                             73                                       58        

Net interest                             84                                       50        
expense and
other financing
charges

Operating       $ 48   $ 307   $ 27   $ 382            $ 60   $ 237   $ (23)   $ 274        
income (loss)

Add (deduct)                                                                                
impact of the
following:

Restructuring      1                      1               1       3                4        
and other
charges((3))

Fair value         8                      8             (3)                      (3)        
adjustment of
commodity
derivatives at
Weston Foods

Share-based        2       8             10               1      12               13        
compensation
net of equity
derivatives

Defined benefit         (51)           (51)                                                 
plan amendments

Foreign                        (27)    (27)                               23      23        
currency
translation
(gain) loss

Adjusted        $ 59   $ 264   $      $ 323            $ 59   $ 252   $        $ 311        
operating
income

Depreciation      14     183            197              14     170              184        
and
amortization

Adjusted EBITDA $ 73   $ 447   $      $ 520            $ 73   $ 422   $        $ 495        
                                                                                            

(1)     Certain 2012 figures have been restated due to the
        implementation of revised IAS 19, "Employee Benefits". See note
        2 of the Company's condensed consolidated financial statements
        included in the 2013 First Quarter Report to Shareholders.

(2)     Operating income in the first quarter of 2013 included a gain
        of $27 million (2012 - loss of $23 million) related to the
        effect of foreign currency translation on a portion of the U.S.
        dollar denominated cash and short term investments held by
        foreign operations.

(3)     Restructuring and other charges included $1 million (2012 -
        nil) of accelerated depreciation incurred by Weston Foods.
        Restructuring and other charges at Loblaw in the first quarter
        of 2012 of $3 million related to changes in Loblaw's
        distribution network.

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

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. The details of 
restructuring and other charges are included in the "Reportable Operating 
Segments" section of the MD&A included in the Company's 2013 First Quarter 
Report to Shareholders.

Fair value adjustment of commodity derivatives at Weston Foods Weston Foods 
is exposed to commodity price fluctuations primarily as a result of purchases 
of certain raw materials, fuels and utilities. In accordance with the 
Company's risk management policy, Weston Foods enters into commodity 
derivatives to reduce the impact of price fluctuations in forecasted raw 
material purchases over a specified period of time. These commodity 
derivatives are not acquired for trading or speculative purposes. Pursuant to 
Weston Foods' derivative instruments accounting policy, certain changes in 
fair value, which include realized and unrealized gains and losses related to 
future purchases of raw materials, are recorded in operating income. In the 
first quarter of 2013, Weston Foods recorded a charge of $8million (2012 - 
income of $3million) related to the fair value adjustment of exchange traded 
commodity derivatives. Despite the impact of accounting for these commodity 
derivatives on the Company's reported results, the derivatives have the 
economic impact of largely mitigating the associated risks arising from price 
fluctuations in the underlying commodities during the period that the 
commodity derivatives are held.

Share-based compensation net of equity derivatives GWL and Glenhuron Bank 
Limited ("Glenhuron") held equity derivatives to partially hedge the impact of 
increases in the value of GWL and Loblaw common shares on share-based 
compensation cost. The amount of net share-based compensation cost recorded in 
operating income has historically been mainly dependent upon changes in the 
value of GWL and Loblaw common shares and the number and vesting of Restricted 
Share Units ("RSUs") and Performance Share Units ("PSUs") relative to the 
number of common shares underlying the equity derivatives. In the first 
quarter of 2013, GWL and Glenhuron settled their remaining equity derivative 
contracts and the RSU and PSU plans were amended to require settlement in 
common shares rather than in cash. As a result of the settlements and plan 
amendments, the components of share-based compensation and their exposure to 
changes in the value of GWL and Loblaw common shares have changed. In order to 
assess consolidated and segment operating performance on a consistent basis, 
management continues to exclude the impact of share-based compensation from 
operating income. In the first quarter of 2013, a charge of $10million (2012 
- $13million) was recorded related to share-based compensation net of equity 
derivatives.

Defined benefit plan amendments During the first quarter of 2013, the Company 
announced amendments to certain of its defined benefit plans impacting certain 
employees retiring after January1,2015. As a result, the Company recorded 
a gain of $51million and will realize annual pre-tax savings of 
approximately $14 million related to these defined benefit plan amendments.

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 first quarter of 
2013, a foreign currency translation gain of $27million (2012 - loss of 
$23million) was recorded in operating income as a result of the depreciation 
(2012 - appreciation) of the Canadian dollar.

Adjusted Basic Net Earnings per Common Share
The Company believes adjusted basic net earnings per common share is useful in 
assessing the Company's underlying operating performance and in making 
decisions regarding the ongoing operations of its business.

The following table reconciles adjusted basic net earnings per common share to 
GAAP basic net earnings per common share reported for the periods ended as 
indicated.

(unaudited)                                   12 Weeks Ended           
                                                      

($)                                    Mar. 23, 2013 Mar. 24, 2012((1))

Basic net earnings per common share    $ 1.19          $ 0.87          

Add (Deduct) impact of the following                                   
((2)):

Fair value adjustment of the forward   (0.03)          (0.25)          
sale agreement for 9.6 million
Loblaw common shares

Restructuring and other charges          0.01            0.02          

Fair value adjustment of commodity       0.05          (0.02)          
derivatives at Weston Foods

Share-based compensation net of          0.05            0.07          
equity derivatives

Defined benefit plan amendments        (0.18)                          

Foreign currency translation (gain)    (0.21)            0.18          
loss

Adjusted basic net earnings per        $ 0.88          $ 0.87          
common share
                                                                       

(1)      Certain 2012 figures have been restated due to the
         implementation of revised IAS 19, "Employee Benefits". See
         note 2 of the Company's condensed consolidated financial
         statements included in the 2013 First Quarter Report to
         Shareholders.

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

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

Fair value adjustment of the forward sale agreement for 9.6million Loblaw 
common shares The fair value adjustment of the forward sale agreement for 
9.6million Loblaw common shares is non-cash and is included in consolidated 
net interest expense and other financing charges. The adjustment is determined 
by changes in the value of the underlying Loblaw common shares. The first 
quarter year-over-year decrease in income related to the fair value adjustment 
of the forward sale agreement for 9.6million Loblaw common shares was $0.22 
per common share and was attributable to a smaller decrease in the market 
price of Loblaw common shares in 2013 compared to 2012.

Free Cash Flow
In the first quarter of 2013, the Company refined its definition of free cash 
flow as calculated below. The Company believes that this definition of free 
cash flow is the appropriate measure in assessing the Company's cash available 
for additional funding and investing activities.

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

(unaudited)                                 12 Weeks Ended       
                                                                 

($ millions)                    Mar. 23, 2013     Mar. 24, 2012  

Cash flows used in operating    $  (20)           $  (38)        
activities

Net decrease in credit card       (130)             (114)        
receivables

Less:   Interest paid                93                92        
        Fixed asset purchases       134               144        

Free cash flow                  $ (377)           $ (388)        
                                                               

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

Condensed Consolidated Statements of Earnings

(unaudited)                                       12 Weeks Ended
                                                    

(millions of Canadian dollars except               Mar. 24, 2012((3))
where otherwise indicated)           Mar. 23, 2013

Revenue                                $ 7,494       $ 7,224         

Operating Expenses                                                   
    Cost of inventories sold             5,625         5,422         
    Selling, general and                 1,487         1,528         
    administrative expenses
                                         7,112         6,950         

Operating Income                           382           274         

Net Interest Expense and Other              84            50         
Financing Charges

Earnings Before Income Taxes               298           224         

Income Taxes                                73            58         

Net Earnings                               225           166         

Attributable to:                                                     
    Shareholders of the Company            162           121         
    Non-Controlling Interests               63            45         

Net Earnings                           $   225       $   166         

Net Earnings per Common Share ($)                                    

Basic                                  $  1.19       $  0.87         

Diluted                                $  1.18       $  0.87         
                                                                     

Condensed Consolidated Balance Sheets

(unaudited)                                          As at

(millions of                    Mar. 24, 2012((3))   Dec. 31, 2012((3))
Canadian
dollars)          Mar. 23, 2013

ASSETS                                                                 

Current Assets                                                         

  Cash and cash    $    975       $  1,134             $  1,589        
  equivalents

  Short term          2,415          2,221                2,138        
  investments

  Accounts              648            549                  559        
  receivable

  Credit card         2,175          1,987                2,305        
  receivables

  Inventories         2,057          2,027                2,132        

  Income taxes           12             52                   37        
  recoverable

  Prepaid               116            129                   83        
  expenses and
  other assets

  Assets held            35             18                   30        
  for sale

Total Current         8,433          8,117                8,873        
Assets

Fixed Assets          9,410          9,135                9,452        

Investment               95             95                  100        
Properties

Goodwill and          1,583          1,545                1,571        
Intangible
Assets

Deferred Income         302            300                  316        
Taxes

Security                302            348                  348        
Deposits

Franchise Loans         372            352                  363        
Receivable

Other Assets            736            831                  781        

Total Assets       $ 21,233       $ 20,723             $ 21,804        

LIABILITIES                                                            

Current                                                                
Liabilities

  Trade payables   $  3,350       $  3,263             $  3,937        
  and other
  liabilities

  Provisions            109             65                  123        

  Short term          1,330          1,290                1,319        
  debt

  Long term debt        972             82                  672        
  due within one
  year

Total Current         5,761          4,700                6,051        
Liabilities

Provisions               98             91                   94        

Long Term Debt        5,965          6,753                6,261        

Deferred Income         160            175                  160        
Taxes

Other                   825            996                  943        
Liabilities

Capital                 223            222                  223        
Securities

Total                13,032         12,937               13,732        
Liabilities

EQUITY                                                                 

Share Capital           952            950                  953        

Contributed              35             19                   28        
Surplus

Retained              4,810          4,585                4,736        
Earnings

Accumulated             (9)           (25)                 (24)        
Other
Comprehensive
Loss

Total Equity          5,788          5,529                5,693        
Attributable to
Shareholders of
the Company

Non-Controlling       2,413          2,257                2,379        
Interests

Total Equity          8,201          7,786                8,072        

Total              $ 21,233       $ 20,723             $ 21,804        
Liabilities and
Equity
                                                                       

Condensed Consolidated Statements of Cash Flow

(unaudited)                                       12 Weeks Ended  
                                                     

(millions of Canadian dollars)        Mar. 23, 2013 Mar. 24, 2012((3))

Operating Activities                                                  

  Net earnings                          $ 225         $   166         

  Income taxes                             73              58         

  Net interest expense and other           84              50         
  financing charges

  Depreciation and amortization           198             184         

  Foreign currency translation (gain)    (27)              23         
  loss

  Gain on defined benefit plan           (51)                         
  amendments

  Income taxes paid                      (52)            (73)         

  Interest received                        13               9         

  Settlement of equity derivative        (45)                         
  contracts

  Change in credit card receivables       130             114         

  Change in non-cash working capital    (570)           (580)         

  Fixed assets and other related                            3         
  impairments

  Gain on disposal of assets              (1)                         

  Other                                     3               8         

Cash Flows used in Operating             (20)            (38)  
Activities

Investing Activities                                                  

  Fixed asset purchases                 (134)           (144)         

  Change in short term investments      (235)             103         

  Business acquisition                    (9)                         

  Proceeds from fixed asset sales           2               1         

  Change in franchise investments and       8            (17)         
  other receivables

  Change in security deposits              49              14         

  Intangible asset additions              (9)                         

  Other                                   (3)                         

Cash Flows used in Investing            (331)            (43)         
Activities

Financing Activities                                                  

  Change in bank indebtedness                             (4)         

  Change in short term debt                11              10         

  Long term debt   - Issued                10              23         
                   - Retired             (26)            (29)         

  Share capital    - Purchased and       (15)                         
                   held in trust
                   - Retired             (42)                         

  Subsidiary share - Issued                11               2         
  capital 
                   - Purchased and       (46)                         
                   held in trust
                   - Retired                              (2)         

  Interest paid                          (93)            (92)         

  Dividends        - To common           (49)            (46)         
                   shareholders
                   - To preferred        (11)            (11)         
                   shareholders
                   - To minority         (23)                         
                   shareholders

Cash Flows used in Financing            (273)           (149)         
Activities

Effect of foreign currency exchange        10             (8)         
rate changes on cash and cash
equivalents

Change in Cash and Cash Equivalents     (614)           (238)         

Cash and Cash Equivalents, Beginning    1,589           1,372         
of Period

Cash and Cash Equivalents, End of       $ 975         $ 1,134         
Period
                                                               

Footnote Legend:

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

(2)   See non-GAAP financial measures.

(3)   Certain 2012 figures have been restated due to the implementation
      of revised IAS 19, "Employee Benefits". See note 2 of the
      Company's condensed consolidated financial statements included in
      the 2013 First Quarter Report to Shareholders.

(4)   Effective income tax rate excludes the tax impact of items
      excluded from adjusted basic net earnings per common share((2)).

2013 FIRST QUARTER REPORT TO SHAREHOLDERS 
The Company's 2012 Annual Report and 2013 First Quarter Report to Shareholders 
are available in the Investor Centre section of the Company's website at 
www.weston.ca and have been filed with SEDAR and will be available at 
www.sedar.com.

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

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

CONFERENCE CALL AND WEBCAST PRESENTATION George Weston Limited will host a 
conference call as well as an audio webcast on Tuesday, May 7, 2013 at 
11:00a.m. (EST). To access via tele-conference, please dial (647) 427-7450. 
The playback will be available two hours after the event at (416) 849-0833, 
passcode: 27675018#. To access via audio webcast, please visit the Investor 
Centre section of www.weston.ca. Pre-registration will be available.

Annual Meeting
The George Weston Limited Annual Meeting of Shareholders will be held on 
Thursday,May9,2013 at 11:00a.m.(EST) at The Royal Conservatory, 
TELUS Centre for Performance and Learning, Koerner Hall, 
273BloorStreetWest, Toronto, Ontario, Canada. To access via 
tele-conference, please dial (647)427-7450. The playback will be available 
two hours after the event at (416)849-0833, passcode: 29581945#. To access 
via audio webcast, please visit the Investor Centre section of www.weston.ca. 
Pre-registration will be available.

















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

SOURCE: George Weston Limited

To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/May2013/07/c3863.html

CO: George Weston Limited
ST: Ontario
NI: FBR FOD ERN DIV CONF 

-0- May/07/2013 12:02 GMT


 
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