WN George Weston Ltd

TORONTO, ON, July 30, 2024 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company") today announced its consolidated unaudited results for the 12 weeks ended June 15, 2024⁽²⁾.

GWL's 2024 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.

The Company's results in the second quarter of 2024 reflected the strong performance of its operating companies and the impact of the settlement of the bread price-fixing class actions commenced in 2017 which negatively impacted net earnings by $253 million. For details regarding the settlement, please see the Company's news release here.

Loblaw Companies Limited ("Loblaw") delivered strong operational performance in the quarter, as Canadian consumers remained focused on value and responded favourably to Loblaw's market leading banners, private label brands, and personalized PC Optimum™ offers. Loblaw maintained its focus on retail excellence across its businesses, driving sales growth, and maintaining a careful focus on cost control. Drug retail sales continued to outperform food retail. Drug front store sales reflected continued strength in the beauty category but were pressured by Loblaw's exit from certain low margin electronics categories. Pharmacy sales growth rates returned to more normal levels, reflecting ongoing momentum in new healthcare services. Food retail sales reflected increased customer visits in the quarter, despite lapping very strong sales growth last year. Food sales growth was led by the ongoing strength of Loblaw's Maxi and NoFrills hard discount stores. A sharp focus on value was reflected in another sequential reduction in Loblaw's internal inflation rate. Food inflation rates have been declining and remain below Canada's total household inflation rate, as Canada's Consumer Price Index ("CPI") for Food Purchased From Stores declined for the sixth consecutive quarter.

Choice Properties Real Estate Investment Trust ("Choice Properties") delivered another solid quarter operationally, as it continued to operate at a high level of occupancy and delivered strong leasing and same-asset NOI growth. Choice Properties further strengthened its balance sheet, completing $788 million in financings with an average term of 9.6 years and an average interest rate of approximately 5.0%.

"George Weston's strong results reflect the consistent operational and financial performance of its businesses," said Galen G. Weston, Chairman and Chief Executive Officer, George Weston Limited. "Loblaw's commitment to providing excellent value and service was recognized by its customers, while Choice Properties strengthened its balance sheet and further improved its already high occupancy rate."

2024 SECOND QUARTER HIGHLIGHTS

• Revenue was $14,091 million, an increase of $207 million, or 1.5%.
• Adjusted EBITDA⁽¹⁾ was $1,806 million, an increase of $73 million, or 4.2%.
• Net earnings available to common shareholders of the Company were $400 million ($2.97 per common share), a decrease of $98 million, or 19.7%. The decrease was due to the unfavourable year-over-year net impact of adjusting items including the charges related to the settlement of class action lawsuits.
• Adjusted net earnings available to common shareholders of the Company⁽¹⁾ were $394 million, an increase of $17 million, or 4.5%.
• Adjusted diluted net earnings per common share⁽¹⁾ were $2.93, an increase of $0.25 per common share, or 9.3%.
• Repurchased for cancellation 1.8 million common shares at a cost of $339 million.
• GWL Corporate free cash flow⁽¹⁾ was $282 million.

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 reflect 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 positively impacted when the Trust Unit price declines and negatively impacted when the Trust Unit price increases.

Net earnings available to common shareholders of the Company in the second quarter of 2024 were $400 million ($2.97 per common share), a decrease of $98 million ($0.58 per common share) compared to the same period in 2023. The decrease was due to the unfavourable year-over-year net impact of adjusting items totaling $115 million ($0.83 per common share), partially offset by an improvement of $17 million ($0.25 per common share) in the consolidated underlying operating performance of the Company.

The unfavourable year-over-year net impact of adjusting items totaling $115 million ($0.83 per common share) was primarily due to:

• the unfavourable impact of charges related to the settlement of class action lawsuits of $253 million ($1.89 per common share); and
• the unfavourable year-over-year impact of the fair value adjustment on investment properties of $21 million ($0.15 per common share) driven by Choice Properties, net of the effect of consolidation;

       partially offset by,

• the favourable year-over-year impact of the fair value adjustment of the Trust Unit liability of $72 million ($0.60 per common share) as a result of the decrease in Choice Properties' unit price;
• the favourable impact of the 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;
• the favourable year-over-year impact of the deferred tax expense of $30 million ($0.22 per common share) related to the outside basis difference in certain Loblaw shares as a result of GWL's participation in Loblaw's Normal Course Issuer Bid ("NCIB") program; and
• the favourable year-over-year impact of the prior year charge related to a President's Choice Bank ("PC Bank") commodity tax matter at Loblaw of $15 million ($0.11 per common share).

Adjusted net earnings available to common shareholders of the Company⁽¹⁾ in the second quarter of 2024 were $394 million, an increase of $17 million, or 4.5%, compared to the same period in 2023. The increase was driven by the favourable year-over-year impact of $6 million from the contribution of the publicly traded operating companies and the favourable year-over-year impact of $11 million at GWL Corporate primarily due to the year-over-year impact of the fair value adjustment on other investments.

Adjusted diluted net earnings per common share⁽¹⁾ were $2.93 in the second quarter of 2024, an increase of $0.25 per common share, or 9.3%, compared to the same period in 2023. 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 ($0.13 per common share) pursuant to the Company's NCIB program.

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 2024, the Company purchased and cancelled 1.8 million common shares (2023 – 1.5 million common shares) for aggregate consideration of $339 million (2023 – $241 million) under its NCIB. As at June 15, 2024, the Company had 132.1 million common shares issued and outstanding, net of shares held in trusts (June 17, 2023 – 137.9 million common shares).

In the second quarter of 2024, the Company entered into 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 2024 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 2024, Loblaw repurchased 1.3 million common shares (2023 – 2.1 million common shares) from the Company for aggregate consideration of $190 million (2023 – $250 million).

SUBSEQUENT EVENTS

Debenture Repayment  Subsequent to the end of the second quarter of 2024, the Company redeemed in full, at par, plus accrued and unpaid interest thereon, the $200 million aggregate principal amount of senior unsecured debenture outstanding bearing interest at 4.12% with a maturity date of June 17, 2024.

Settlement of Class Action Lawsuits  On July 24, 2024, the Company and Loblaw entered into binding Minutes of Settlement to resolve nationwide class action lawsuits against them relating to their role in an industry-wide price-fixing arrangement involving certain packaged bread products which occurred between 2001 and 2015. The binding Minutes of Settlement provide for a total settlement of $500 million. The Company will pay $247 million and Loblaw will pay $253 million (made up of $157 million in cash and credit for $96 million previously paid to customers by Loblaw under the Loblaw Card Program). The $500 million settlement amount was negotiated with lawyers representing consumers in a mediation presided over by the Chief Justice of the Ontario Superior Court of Justice. The settlement is subject to finalizing a binding Settlement Agreement between the Company and Loblaw, and the lawyers representing consumers, and Court approval. If the settlement is approved, it will resolve all of the consumers' claims against the Company and Loblaw relating to this matter. In the second quarter of 2024, charges of $420 million ($253 million, net of income taxes and non-controlling interests) were recorded in selling, general and administrative expenses ("SG&A"), relating to the settlement and related costs.

RESULTS BY OPERATING SEGMENT

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

Effect of consolidation includes the following items:

Loblaw Operating Results 

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

Revenue  Loblaw revenue in the second quarter of 2024 was $13,947 million, an increase of $209 million, or 1.5%, compared to the same period in 2023, driven by an increase in retail sales and in financial services revenue.

Retail sales were $13,658 million, an increase of $187 million, or 1.4%, compared to the same period in 2023. The increase was primarily driven by the following factors:

• food retail sales were $9,653 million (2023 – $9,560 million) and food retail same-store sales growth was 0.2% (2023 – 6.1%);
  • the CPI for Food Purchased from Stores was 1.7% (2023 – 9.1%), which was in line with Loblaw's internal food inflation; and
  • food retail traffic increased and basket size decreased.
• drug retail sales were $4,005 million (2023 – $3,911 million) and drug retail same-store sales growth was 1.5% (2023 – 5.7%);
  • pharmacy and healthcare services same-store sales growth was 5.4% (2023 – 6.3%). On a same-store basis, the number of prescriptions increased by 2.1% (2023 – 0.9%) and the average prescription value increased by 1.9% (2023 – 4.7%);

       partially offset by,

• • front store same-store sales decline of 2.4% (2023 – growth of 5.0%). The decline in front store same-store sales was primarily driven by lower sales of food and household items and the decision to exit certain low margin electronics categories, partially offset by the continued strength in beauty products.

Financial services revenue was $367 million, an increase of $19 million, or 5.5%, compared to the same period in 2023, primarily driven by higher interest income from growth in credit card receivables and higher sales attributable to The Mobile Shop.

Operating Income  Loblaw operating income in the second quarter of 2024 was $866 million, a decrease of $59 million, or 6.4%, compared to the same period in 2023. The decrease was primarily driven by the unfavourable impact of charges related to the settlement of class action lawsuits.

Adjusted EBITDA⁽¹⁾  Loblaw adjusted EBITDA⁽¹⁾ in the second quarter of 2024 was $1,711 million, an increase of $73 million, or 4.5%, compared to the same period in 2023, driven by an increase in retail of $62 million and an increase in financial services of $11 million.

Retail adjusted EBITDA⁽¹⁾ increased by $62 million compared to the same period in 2023, driven by an increase in retail gross profit of $178 million, partially offset by an increase in retail SG&A of $116 million.

• Retail gross profit percentage of 32.0% increased by 90 basis points compared to the same period in 2023, primarily driven by improvements in shrink, and an increase in drug retail gross margins mainly due to sales mix.
• Retail SG&A as a percentage of sales was 19.9%, an increase of 60 basis points compared to the same period in 2023, primarily due to lower operating leverage, the year-over-year impact of labour costs and certain real estate activities, and costs related to network optimization.

Financial services adjusted EBITDA⁽¹⁾ increased by $11 million compared to the same period in 2023, primarily driven by higher revenue as described above, and the year-over-year favourable impact of the expected credit loss provision, partially offset by higher contractual charge-offs due to the current macro-economic environment.

Depreciation and Amortization  Loblaw depreciation and amortization in the second quarter of 2024 was $679 million, an increase of $8 million compared to the same period in 2023. The increase was primarily driven by an increase in depreciation of leased assets and information technology ("IT") assets, and an increase in depreciation of fixed assets related to conversions of retail locations, partially offset by the impact of prior year accelerated depreciation due to the reassessment of the estimated useful life of certain IT assets. Depreciation and amortization in the second quarter of 2024 included $115 million (2023 – $116 million) of amortization of intangible assets related to the acquisitions of Shoppers Drug Mart Corporation ("Shoppers Drug Mart") and Lifemark Health Group ("Lifemark").

Choice Properties Operating Results

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

Revenue Choice Properties revenue in the second quarter of 2024 was $336 million, an increase of $6 million, or 1.8%, compared to the same period in 2023 and included revenue of $193 million (2023 – $186 million) generated from tenants within Loblaw.

The increase in revenue in the second quarter of 2024 was primarily driven by:

• higher rental rates primarily in the retail and industrial portfolios;
• higher capital recoveries; and
• acquisitions and completed developments;

       partially offset by,

• lower lease surrender revenue.

Net Interest Income and Other Financing Charges  Choice Properties net interest income and other financing charges in the second quarter of 2024 were $241 million compared to $246 million in the same period in 2023. The decrease of $5 million was primarily driven by the unfavourable year-over-year change of the fair value adjustment on the Class B LP units ("Exchangeable Units") of $4 million as a result of the decrease in the unit price in the quarter.

Net Income  Choice Properties recorded net income of $514 million in the second quarter of 2024, compared to $536 million in the same period in 2023. The decrease of $22 million was primarily driven by:

• the unfavourable year-over-year change in the adjustment to fair value of investment properties, including those held within equity accounted joint ventures of $61 million;

       partially offset by,

• the favourable impact of the reversal of a transaction related provision of $39 million that was determined to be no longer required.

Funds from Operations⁽¹⁾  Funds from Operations⁽¹⁾ in the second quarter of 2024 were $185 million, an increase of $1 million compared to the same period in 2023. The increase was primarily due to an increase in rental income, partially offset by higher general and administrative expenses and an increase in interest expense net of an increase in interest income.

Choice Properties Other Business Matters

Subsequent Events  On June 19, 2024, Choice Properties disposed of its interest in two retail properties held within equity accounted joint ventures for proceeds of $37 million. Consideration included a vendor take-back mortgage of $4 million, bearing interest at a rate of 6.50%. Choice Properties retained its share of mortgages payable of $26 million previously secured by the disposed properties. Choice Properties also assumed mortgages payable of $33 million from its partner, previously secured by the partner's interest in the disposed properties. These mortgages have been secured by other properties held by Choice Properties.

On June 20, 2024, Choice Properties acquired a retail property for $12 million.

On June 21, 2024, Choice Properties acquired its partner's interest in a retail property for $21 million.

On June 21, 2024, Choice Properties advanced a $20 million loan to a development partner, bearing interest at a rate of 7.00%.

OUTLOOK⁽²⁾

The Company's 2024 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 2024. Loblaw's businesses remain well positioned to meet the everyday needs of Canadians.

For the full-year 2024, 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 $1.8 billion in capital expenditures, which reflects gross capital investments of approximately $2.2 billion, net of approximately $400 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, all with a long-term focus. 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 continues to experience positive leasing momentum across its portfolio and is well positioned to complete its 2024 lease renewals. Choice Properties also continues to advance its development program, with a focus on commercial developments in the near term, 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 position the business well for future success. In 2024, Choice Properties will continue to focus on its core business of essential retail and industrial, its growing residential platform and its robust development pipeline, and is targeting:

• stable occupancy across the portfolio, resulting in 2.5% - 3.0% year-over-year growth in Same-Asset NOI, cash basis⁽³⁾;
• annual FFO⁽¹⁾ per unit diluted⁽³⁾ in a range of $1.02 to $1.03, reflecting 2.0% - 3.0% 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 IT systems implementations. These specific forward-looking statements are contained throughout this News Release including, without limitation, in the "Outlook" section of this News Release. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may", "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" sections of the Management's Discussion and Analysis in the Company's 2023 Annual Report and the Company's Annual Information Form for the year ended December 31, 2023.

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 2024, 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:

2024 SECOND QUARTER REPORT

The Company's 2023 Annual Report and 2024 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 website: www.loblaw.ca and www.choicereit.ca.

Ce rapport est disponible en français.

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. 

The following items impacted adjusted EBITDA in 2024 and 2023:

Charges related to settlement of class action lawsuits  On July 24, 2024, the Company and Loblaw entered into binding Minutes of Settlement to resolve nationwide class action lawsuits against them relating to their role in an industry-wide price-fixing arrangement. 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.

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. Annual amortization associated with the acquired intangible assets will be approximately $500 million until 2024 and will decrease 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 investment in real estate securities  Choice Properties received Allied Properties Real Estate Investment Trust ("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.

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 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.

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.

Charge related to PC Bank commodity tax matter  In the second quarter of 2023, the Federal government enacted certain commodity tax legislation that applied to PC Bank on a retroactive basis. A charge of $37 million, inclusive of interest, was recorded for this matter. In the fourth quarter of 2023, the Company reversed $13 million of previously recorded charges. The reversal was a result of new guidance issued by the Canada Revenue Agency.

Gain on sale of non-operating properties  In the second quarter of 2023, Choice Properties disposed of a property and incurred a loss which was recognized in fair value adjustment on investment properties. On consolidation, the Company recorded the property as fixed assets, which was recognized at cost less accumulated depreciation. As a result, in the second quarter of 2023, on consolidation, an incremental gain of $3 million was recognized in operating income.

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 (income) expense and other financing charges reported for the periods ended as indicated.

The following item impacted adjusted net interest expense and other financing charges in 2024 and 2023:

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.

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 2024 and 2023:

Outside basis difference in certain Loblaw shares  The Company recorded a deferred tax recovery of $20 million in the second quarter of 2024 (2023 – expense of $10 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.

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.

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.