TORONTO, Nov. 21, 2017 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company")
today announced its consolidated unaudited results for the 16 weeks ended October 7, 2017.
GWL's 2017 Third Quarter Report to Shareholders has been filed with SEDAR and is available at sedar.com and in the Investor
Centre section of the Company's website at weston.ca.
Galen Weston, Chairman and Chief Executive Officer, George Weston Limited, commented that
"Loblaw delivered solid results in an increasingly competitive market. Weston Foods had a disappointing quarter as the frozen
business continued to under-perform due to soft sales and operational challenges, while the fresh, artisan, and biscuit
businesses performed as expected."
2017 THIRD QUARTER HIGHLIGHTS
(unaudited)
|
|
|
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
|
40 Weeks Ended
|
|
For the periods ended as indicated
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Sales
|
$
|
14,648
|
$
|
14,605
|
0.3%
|
$
|
36,883
|
$
|
36,480
|
1.1%
|
Operating income
|
$
|
1,244
|
$
|
782
|
59.1%
|
$
|
2,393
|
$
|
1,764
|
35.7%
|
Adjusted EBITDA(1)
|
$
|
1,307
|
$
|
1,242
|
5.2%
|
$
|
3,268
|
$
|
3,113
|
5.0%
|
Adjusted EBITDA margin(1)
|
|
8.9%
|
|
8.5%
|
|
|
8.9%
|
|
8.5%
|
|
Net earnings attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
of the
Company
|
$
|
434
|
$
|
268
|
61.9%
|
$
|
721
|
$
|
458
|
57.4%
|
Net earnings available to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
of the
Company
|
$
|
420
|
$
|
254
|
65.4%
|
$
|
687
|
$
|
424
|
62.0%
|
Adjusted net earnings available to common
|
|
|
|
|
|
|
|
|
|
|
shareholders of the Company(1)
|
$
|
277
|
$
|
266
|
4.1%
|
$
|
676
|
$
|
634
|
6.6%
|
Diluted net earnings per common share ($)
|
$
|
3.25
|
$
|
1.97
|
65.0%
|
$
|
5.31
|
$
|
3.28
|
61.9%
|
Adjusted diluted net earnings per common share(1) ($)
|
$
|
2.14
|
$
|
2.06
|
3.9%
|
$
|
5.22
|
$
|
4.92
|
6.1%
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED RESULTS OF OPERATIONS
Net earnings available to common shareholders of the Company increased by $166 million ($1.28 per common share) to $420 million ($3.25 per common share) in the
third quarter of 2017 compared to the same period in 2016. The increase was primarily due to an improvement in the underlying
operating performance of $11 million ($0.08 per common share) and the favourable
year-over-year net impact of adjusting items totaling $155 million ($1.20 per common share),
as described below.
- The improvement in underlying operating performance of $11 million ($0.08 per common share) was primarily due to:
-
- the favourable underlying operating performance of Loblaw Companies Limited's ("Loblaw") Retail segment; and
- the favourable impact of a decrease in net interest expenses and other financing charges;
partially offset by,
- the unfavourable underlying operating performance of Weston Foods; and
- the unfavourable impact of an increase in depreciation and amortization.
- The favourable year-over-year net impact of adjusting items totaling $155 million
($1.20 per common share) was primarily due to:
-
- the gain on disposition of Loblaw's gas bar operations of $207 million ($1.61 per common share); and
- the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares of $10 million ($0.07 per common share);
partially offset by,
- the unfavourable impact of foreign currency translation of $39 million ($0.31 per common share); and
- the unfavourable impact of the fair value adjustment of derivatives of $20 million
($0.14 per common share).
- Net earnings available to common shareholders of the Company also included the positive contribution from the increase in
the Company's ownership interest in Loblaw, as a result of Loblaw's share repurchases.
Adjusted net earnings available to common shareholders of the Company(1) increased by $11 million
($0.08 per common share) to $277 million ($2.14 per common
share) in the third quarter of 2017 compared to the same period in 2016. The increase was due to improvements in underlying
operating performance and the positive contribution from the increase in the Company's ownership interest in Loblaw as described
above.
Subsequent Event
Competition Bureau On October 31, 2017, the Company and Loblaw
confirmed that they were aware of an industry-wide investigation by the Competition Bureau concerning a price-fixing scheme
involving certain packaged bread products. The companies are cooperating fully. Court filings made by the Competition Bureau
remain sealed while searches are completed. The companies expect to be able to provide further comment after those filings are
unsealed.
REPORTABLE OPERATING SEGMENTS
The Company has two reportable operating segments, Loblaw and Weston Foods. The Company also holds cash, short term
investments and a direct interest in Choice Properties Real Estate Investment Trust ("Choice Properties") of approximately
6.1%. Loblaw has three reportable operating segments: Retail, Financial Services and Choice Properties. Loblaw provides Canadians
with grocery, pharmacy, health and beauty, apparel, general merchandise, credit card services, insurance brokerage services, gift
cards and telecommunication services. Loblaw also holds approximately 82.4% effective interest in Choice Properties, which owns,
manages and develops well-located retail and other commercial real estate across Canada. The
Weston Foods operating segment includes a leading fresh bakery business in Canada and
frozen, artisan bakery and biscuit businesses throughout North America.
Weston Foods Segment Results
(unaudited)
|
|
|
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
|
40 Weeks Ended
|
|
For the periods ended as indicated
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Sales
|
$
|
668
|
$
|
673
|
(0.7)%
|
$
|
1,716
|
$
|
1,731
|
(0.9)%
|
Operating income
|
$
|
36
|
$
|
75
|
(52.0)%
|
$
|
83
|
$
|
135
|
(38.5)%
|
Adjusted EBITDA(1)
|
$
|
80
|
$
|
101
|
(20.8)%
|
$
|
195
|
$
|
223
|
(12.6)%
|
Adjusted EBITDA margin(1)
|
|
12.0%
|
|
15.0%
|
|
|
11.4%
|
|
12.9%
|
|
Depreciation and amortization(i)
|
$
|
33
|
$
|
33
|
— %
|
$
|
82
|
$
|
84
|
(2.4)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Depreciation and amortization in the third quarter of 2016 includes
$3 million of accelerated depreciation related to restructuring
and other charges.
|
Sales Weston Foods sales in the third quarter of 2017 were $668 million, a decrease of $5 million, or
0.7%, compared to the same period in 2016. Sales included the negative impact of foreign currency translation of approximately
1.7%. Excluding the unfavourable impacts of foreign currency translation, sales increased by 1.0% mainly due to an increase in
volumes, partially offset by the negative impact of pricing and changes in sales mix.
Operating Income Weston Foods operating income in the third quarter of 2017 was $36 million, a decrease of
$39 million, or 52.0%, compared to the same period in 2016. The decrease was primarily due to the decline in underlying
operating performance of $24 million and the unfavourable year-over-year net impact of certain
adjusting items totaling $15 million, as described below:
- the fair value adjustment of derivatives of $14 million; and
- restructuring and other charges of $5 million;
partially offset by,
- the favourable impact of a prior year inventory loss of $6 million.
Adjusted EBITDA (1) Weston Foods adjusted EBITDA(1) in the third quarter of 2017 was
$80 million, a decrease of $21 million, or 20.8%, compared to the same period in 2016. The decrease was driven by
continued investments in the business, higher input costs, operational issues and changes in sales mix, partially offset by
productivity improvements.
Weston Foods adjusted EBITDA margin(1) in the third quarter of 2017 decreased to 12.0% compared to 15.0% in
the same period in 2016. The decline in adjusted EBITDA margin(1) in the third quarter of 2017 was mainly due to
incremental investments in the business.
Depreciation and Amortization Weston Foods depreciation and amortization was $33 million in the third
quarter of 2017, flat compared to the same period in 2016. Depreciation and amortization included $3 million of accelerated
depreciation recorded in the third quarter of 2016 related to the planned closures of bread, pie and cake manufacturing
facilities. Excluding these amounts, depreciation and amortization increased by $3 million in the third quarter of 2017 due
to investments in capital.
Weston Foods Other Business Matters
Restructuring Weston Foods continuously evaluates strategic and cost reduction initiatives
related to its manufacturing assets, distribution networks and administrative infrastructure with the objective to streamline
operations and to ensure a low cost operating structure. In the third quarter of 2017, Weston Foods recorded
restructuring and other charges of $1 million (2016 – net gain of $4 million). The restructuring and other charges
primarily relate to employee related costs and restructuring plans pertaining to previously closed manufacturing facilities in
Canada and the U.S. with production transferring to other facilities. The net gain included in
restructuring and other charges in the third quarter of 2016 was primarily driven by the disposal of land and buildings,
partially offset by restructuring and other charges. Restructuring and other charges recorded in the third quarter of 2016
included $3 million of accelerated depreciation.
Subsequent Event
Restructuring Subsequent to the end of the third quarter of 2017, Weston Foods announced the planned
closure of an unprofitable facility in the U.S. Weston Foods expects the closure to be completed in the first quarter of
2018.
Loblaw Segment Results
(unaudited)
|
|
|
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
|
|
40 Weeks Ended
|
|
|
For the periods ended as indicated
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Change
|
Sales
|
$
|
14,192
|
$
|
14,143
|
0.3%
|
$
|
35,672
|
$
|
35,255
|
1.2%
|
Operating income
|
$
|
1,234
|
$
|
688
|
79.4%
|
$
|
2,348
|
$
|
1,637
|
43.4%
|
Adjusted EBITDA(1)
|
$
|
1,227
|
$
|
1,141
|
7.5%
|
$
|
3,073
|
$
|
2,890
|
6.3%
|
Adjusted EBITDA margin(1)
|
8.6%
|
|
8.1%
|
|
|
8.6%
|
|
8.2%
|
|
Depreciation and amortization(i)
|
$
|
476
|
$
|
464
|
2.6%
|
$
|
1,196
|
$
|
1,178
|
1.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Depreciation and amortization in the third quarter of 2017 includes
$161 million (2016 – $164 million) of amortization of intangible
assets acquired with Shoppers Drug Mart Corporation ("Shoppers Drug Mart").
|
Sales, operating income and adjusted EBITDA(1) in the third quarter of 2017 included the impacts of the
consolidation of franchises, as set out in "Loblaw Other Business Matters".
Sales Loblaw sales in the third quarter of 2017 were $14,192 million, an
increase of $49 million compared to the same period in 2016, primarily driven by Retail. Retail sales increased by
$32 million, or 0.2%, compared to the same period in 2016 and included food retail sales of $10,172 million (2016 – $10,278 million) and drug retail sales of
$3,751 million (2016 – $3,613 million).
Excluding the consolidation of franchises, Retail sales decreased by $71 million, or 0.5%, primarily driven by the
following factors:
- the impact of the disposition of gas bar operations of $368 million;
partially offset by,
- food retail same-store sales growth was 1.4% for the quarter, after excluding gas bar operations. Including gas bar
operations, food retail same-store sales growth was 1.4%. Loblaw's food retail average quarterly internal food price index was
marginally higher than the average quarterly national food price inflation of 0.3% as measured by "The Consumer Price Index for
Food Purchased from Stores" ("CPI"). CPI does not necessarily reflect the effect of inflation on the specific mix of goods sold
in Loblaw stores;
- drug retail same-store sales growth was 3.3%, including pharmacy same-store sales growth of 3.9% and front store same-store
sales growth of 2.8%; and
- in the last 12 months, Retail net square footage increased by 0.4 million square feet, or 0.6%.
Operating Income Loblaw operating income in the third quarter of 2017 was $1,234 million, an increase of $546 million compared to the same period in 2016, primarily driven by
the improvements in underlying operating performance of $71 million and the favourable year-over-year net impact of certain
adjusting items totaling $475 million, as described below:
- the improvements in underlying operating performance of $71 million were primarily driven by
Retail, and included an increase in Retail gross profit and lower Retail SG&A, partially offset by an increase in
depreciation and amortization. The improvements in underlying operating performance also included the positive contribution
from the consolidation of franchises; and
- the favourable year-over-year net impact of certain adjusting items totaling $475 million was
primarily due to the following:
-
- the gain on disposition of gas bar operations of $501 million;
partially offset by,
- the change in the fair value adjustment of derivatives of $29 million.
Adjusted EBITDA (1) Loblaw adjusted EBITDA(1) in the third quarter of 2017 was
$1,227 million, an increase of $86 million compared to the same period in 2016, primarily
driven by Retail. Retail adjusted EBITDA(1) increased $72 million driven by an increase in Retail gross profit,
partially offset by an increase in Retail SG&A.
- Retail gross profit percentage was 27.8%, an increase of 110 basis points compared to the same period in 2016. Excluding
the consolidation of franchises, Retail gross profit percentage was 26.6%, an increase of 50 basis points compared to the third
quarter of 2016. The increase in Retail gross profit percentage was primarily due to the favourable impact from the disposition
of gas bar operations of approximately 50 basis points, as improvements in drug retail margins were offset by a decrease in
food retail margins.
- Retail SG&A as a percentage of sales was 19.5%, an increase of 60 basis points compared to the third quarter of 2016.
Excluding the consolidation of franchises, Retail SG&A decreased by $4 million. SG&A as a
percentage of sales, excluding the consolidation of franchises, was 18.3%, an increase of 10 basis points compared to the third
quarter of 2016, mainly driven by:
-
- the unfavourable impact from the disposition of gas bar operations of approximately 50 basis points;
partially offset by,
- lower store support costs; and
- the favourable impact of foreign exchange.
Depreciation and Amortization Loblaw's depreciation and amortization was $476 million in the third
quarter of 2017, an increase of $12 million compared to the same period in 2016, primarily driven by the consolidation
of franchises and an increase in information technology ("IT") assets. Depreciation and amortization in the third quarter of 2017
included $161 million (2016 – $164 million) of amortization of intangible assets acquired with Shoppers
Drug Mart.
Loblaw Other Business Matters
Gas Bar Network On July 17, 2017, Loblaw sold its gas bar operations,
for proceeds of approximately $540 million, to Brookfield Business Partners L.P. ("Brookfield"). Loblaw has recorded a
pre-tax gain on sale of $501 million (post-tax gain of $432 million), net of related costs, in the third quarter of
2017. As a result of the transaction, Brookfield has become a strategic partner to Loblaw and
will continue to offer Loblaw's PC Plus loyalty program at the gas bars. In addition, the gas bars operate at certain
properties that are either owned by Loblaw or leased by Loblaw from Choice Properties or third-party landlords. As a result of
the transaction Brookfield leases or sub-leases these properties from Loblaw. In 2016, the gas
bar operations sold approximately 1,700 million litres of gas and contributed approximately $1,500 million to sales. After taking into account the earnings associated with the gas bar
operations and the ongoing commitment of Loblaw to fund certain loyalty program costs, the expected annual impact will be a
reduction in adjusted EBITDA(1) of approximately $80 million, based on 2016 information. Loblaw expects to use
the proceeds from the sale for general corporate activities.
Consolidation of Franchises Loblaw has more than 500 franchise food retail stores in its network. As
at the end of the third quarter of 2017, 273 of these stores were consolidated for accounting purposes under a new, simplified
franchise agreement ("Franchise Agreement") implemented in 2015.
Loblaw will convert franchises to the Franchise Agreement as existing agreements expire, at the end of which all franchises
will be consolidated. The following table presents the number of franchises consolidated in the third quarter of 2017 and
year-to-date, and the total impact of the consolidation of franchises included in the consolidated results of the Company.
(unaudited)
|
|
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
For the periods ended as indicated
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Number of Consolidated Franchise stores, beginning of period
|
241
|
132
|
Add: Net Number of Consolidated Franchise stores in
the period
|
32
|
33
|
Number of Consolidated Franchise stores, end of period
|
273
|
165
|
Sales
|
$
|
228
|
$
|
125
|
Operating income (loss)
|
7
|
(7)
|
Adjusted EBITDA(1)
|
20
|
—
|
Depreciation and amortization
|
13
|
7
|
Net income (loss) attributable to Non-Controlling Interests
|
8
|
(7)
|
|
|
|
Operating income (loss) included in the table above does not significantly impact net earnings available to common
shareholders of the Company as the related income (loss) are largely attributable to Non-Controlling Interests.
Loblaw expects the estimated annual impact in 2017 of new and current consolidated franchises to be revenue of approximately
$680 million, adjusted EBITDA(1) of approximately $55 million, depreciation and amortization of
approximately $45 million and net earnings attributable to Non-Controlling Interests of approximately $10 million.
Wind-down of PC Financial banking services In the third quarter of 2017, President's Choice Bank
("PC Bank") entered into an agreement to end its business relationship with a major Canadian chartered bank which
represented the personal banking services offered under the President's Choice Financial brand. As a result of this
agreement, PC Bank will receive a payment of approximately $43 million, net of certain costs incurred, $7 million
of which was recognized in the third quarter of 2017. The remaining amounts will be recognized between the fourth quarter of 2017
and the second quarter of 2018.
PC Bank will continue to operate the PC MasterCard® program and customers will continue to earn PC Points.
PC Bank remains committed to providing payment products to its customers and continues to strengthen its credit card
services and loyalty programs.
Subsequent Events
Restructuring and other related costs Subsequent to the end of the third quarter of 2017, Loblaw
eliminated approximately 500 corporate and store-support positions and finalized a plan that will result in the closure of 22
unprofitable retail locations across a range of banners and formats. Loblaw expects to record charges of approximately
$135 million, the majority of which are expected in the fourth quarter of 2017, and to realize approximately $85 million in annualized savings. Loblaw also expects that the closures will be substantially completed by the
end of the first quarter of 2018.
PC Optimum Program Subsequent to the end of the third quarter of 2017, Loblaw announced the creation
of a new loyalty program starting February 1, 2018. The newly created PC Optimum program
brings together the Shoppers Optimum and PC Plus programs. Loblaw expects to incur a one-time charge in the range
of approximately $150 million to $200 million in relation to the revaluation of the existing
liability for outstanding points to reflect a higher anticipated redemption rate under the new program. Loblaw also expects to
record an impairment charge of approximately $20 million relating to certain IT assets that support
the existing loyalty programs.
OUTLOOK (2)
Weston Foods expects adjusted EBITDA(1) in the fourth quarter of 2017 to trend in a similar fashion to the third
quarter of 2017 when compared to the prior year. The performance of the frozen business is not expected to improve materially in
the fourth quarter of 2017, while the remaining businesses are expected to continue to perform to plan. Management is in the
process of reviewing the strategy in light of these challenges. Management expects to make capital investments of approximately
$220 million in 2017 related to growth, regulatory and maintenance. Depreciation is projected to
increase in 2017 when compared to 2016.
Loblaw's outlook for 2017 remains unchanged. Loblaw remains focused on its strategic framework, delivering the best in food,
best in health and beauty, operational excellence and growth. This framework is supported by a financial plan of maintaining a
stable trading environment that targets positive same-store sales and stable gross margin, surfacing efficiencies to deliver
operating leverage, and returning capital to shareholders. In 2017, on a full-year comparative basis, Loblaw expects to:
- deliver positive same-store sales and stable gross margin in its Retail segment in a highly competitive grocery market,
with continued negative pressure from healthcare reform;
- grow adjusted net earnings(1);
- invest approximately $1.3 billion in capital expenditures, including $1.0 billion in its Retail segment; and
- return capital to shareholders by allocating a significant portion of free cash flow to share repurchases.
Since the end of the second quarter of 2017, Loblaw has made significant progress in mitigating the impact of both the minimum
wage increase and the expected announcement of incremental drug reform, but until the full extent of healthcare reform becomes
certain, the extent to which it will temper Loblaw's adjusted net earnings(1) growth beyond 2017 cannot be
determined.
For 2017, the Company expects growth in net earnings to be driven by an increase in net earnings at Loblaw, and the positive
impact of the Company's increased ownership in Loblaw as a result of Loblaw's share repurchases.
DECLARATION OF QUARTERLY DIVIDENDS
Subsequent to the end of the third quarter of 2017, 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
|
$0.455 per share payable January 1, 2018, to
shareholders of record December 15, 2017;
|
|
|
|
|
Preferred Shares, Series I
|
$0.3625 per share payable December 15, 2017, to
shareholders of record November 30, 2017;
|
|
|
|
|
Preferred Shares, Series III
|
$0.3250 per share payable January 1, 2018, to
shareholders of record December 15, 2017;
|
|
|
|
|
Preferred Shares, Series IV
|
$0.3250 per share payable January 1, 2018, to
shareholders of record December 15, 2017; and
|
|
|
|
|
Preferred Shares, Series V
|
$0.296875 per share payable January 1, 2018, to
shareholders of record December 15, 2017 .
|
NON-GAAP FINANCIAL MEASURES
The Company uses the following non-GAAP financial measures: adjusted EBITDA and adjusted EBITDA margin, adjusted net earnings
attributable to shareholders of the Company, adjusted net earnings available to common shareholders of the Company and adjusted
diluted net earnings per common share. In addition to these items, the following measures are used by management in calculating
adjusted diluted net earnings per common share: adjusted operating income, adjusted net interest expense and other financing
charges, adjusted income taxes and adjusted income tax rate. The Company believes these non-GAAP financial measures provide
useful information to both management and investors in measuring the financial performance of the Company for the reasons
outlined below.
Management uses these and other non-GAAP financial measures to exclude the impact of certain expenses and income that must be
recognized under GAAP when analyzing consolidated and segment underlying operating performance. The excluded items are not
necessarily reflective of the Company's underlying operating performance and make comparisons of underlying financial performance
between periods difficult. From time to time, the Company may exclude additional items if it believes doing so would result in a
more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are
non-recurring.
These measures do not have a standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly
titled measures presented by other publicly traded companies, and they should not be construed as an alternative to other
financial measures determined in accordance with GAAP.
For details on the nature of items excluded in the calculation of any of the non-GAAP financial measures detailed below, see
the "Non-GAAP Financial Measures" section of the Company's 2017 Third Quarter Report to Shareholders.
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.
|
16 Weeks Ended
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
(unaudited)
($ millions)
|
Weston
Foods
|
Loblaw
|
Other
|
Consolidated
|
Weston
Foods
|
Loblaw
|
Other
|
Consolidated
|
Net earnings attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
of the Company
|
|
|
|
$
|
434
|
|
|
|
$
|
268
|
Add impact of the following:
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|
470
|
|
|
|
219
|
|
Income taxes
|
|
|
|
237
|
|
|
|
166
|
|
Net interest expense and other
|
|
|
|
|
|
|
|
|
|
|
financing charges
|
|
|
|
103
|
|
|
|
129
|
Operating income
|
$
|
36
|
$
|
1,234
|
$
|
(26)
|
$
|
1,244
|
$
|
75
|
$
|
688
|
$
|
19
|
$
|
782
|
Add impact of the following:
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets acquired
|
|
|
|
|
|
|
|
|
|
|
with Shoppers Drug
Mart
|
|
161
|
|
161
|
|
164
|
|
164
|
|
Fair value adjustment of derivatives
|
8
|
20
|
|
28
|
(6)
|
(9)
|
|
(15)
|
|
Pension annuities and buy-outs
|
2
|
5
|
|
7
|
|
|
|
—
|
|
Wind-down of PC Financial banking services
|
|
(7)
|
|
(7)
|
|
|
|
—
|
|
Gain on disposition of Loblaw's gas bar
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
(501)
|
|
(501)
|
|
|
|
—
|
|
Restructuring and other charges
|
1
|
|
|
1
|
(4)
|
|
|
|
(4)
|
|
Inventory loss, net of recoveries
|
|
|
|
—
|
6
|
|
|
6
|
|
Asset impairments, net of recoveries
|
|
|
|
—
|
|
3
|
|
|
3
|
|
Charges related to retail locations in
|
|
|
|
|
|
|
|
|
|
|
Fort McMurray
|
|
|
|
—
|
|
(5)
|
|
(5)
|
|
Foreign currency translation(i)
|
|
|
26
|
26
|
|
|
(19)
|
(19)
|
Adjusting items
|
$
|
11
|
$
|
(322)
|
$
|
26
|
$
|
(285)
|
$
|
(4)
|
$
|
153
|
$
|
(19)
|
$
|
130
|
Adjusted operating income
|
$
|
47
|
$
|
912
|
$
|
—
|
$
|
959
|
$
|
71
|
$
|
841
|
$
|
—
|
$
|
912
|
Depreciation and amortization excluding the
|
|
|
|
|
|
|
|
|
|
impact of the above adjustments(ii)
|
33
|
315
|
|
348
|
30
|
300
|
|
330
|
Adjusted EBITDA
|
$
|
80
|
$
|
1,227
|
$
|
—
|
$
|
1,307
|
$
|
101
|
$
|
1,141
|
$
|
—
|
$
|
1,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Represents the effect of foreign currency translation on a portion of the
U.S. dollar denominated cash and cash equivalents and short term investments held by foreign operations.
|
(ii)
|
Depreciation and amortization for the calculation of adjusted EBITDA
excludes $161 million (2016 – $164 million) of amortization of intangible assets, acquired with Shoppers
Drug Mart, recorded by Loblaw and $3 million of accelerated depreciation recorded by Weston Foods in the third
quarter of 2016, related to restructuring and other charges.
|
|
40 Weeks Ended
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
(unaudited)
($ millions)
|
Weston
Foods
|
Loblaw
|
Other
|
Consolidated
|
Weston
Foods
|
Loblaw
|
Other
|
Consolidated
|
Net earnings attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
of the Company
|
|
|
|
$
|
721
|
|
|
|
$
|
458
|
Add impact of the following:
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|
787
|
|
|
|
401
|
|
Income taxes
|
|
|
|
477
|
|
|
|
382
|
|
Net interest expense and other
|
|
|
|
|
|
|
|
|
|
|
financing charges
|
|
|
|
408
|
|
|
|
523
|
Operating income
|
$
|
83
|
$
|
2,348
|
$
|
(38)
|
$
|
2,393
|
$
|
135
|
$
|
1,637
|
$
|
(8)
|
$
|
1,764
|
Add impact of the following:
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets acquired
|
|
|
|
|
|
|
|
|
|
|
with Shoppers Drug
Mart
|
|
403
|
|
403
|
|
411
|
|
411
|
|
Fair value adjustment of derivatives
|
17
|
25
|
|
42
|
(4)
|
11
|
|
7
|
|
Pension annuities and buy-outs
|
2
|
12
|
|
14
|
3
|
2
|
|
5
|
|
Wind-down of PC Financial banking services
|
|
(7)
|
|
(7)
|
|
|
|
—
|
|
Gain on disposition of Loblaw's gas bar
|
|
|
|
|
|
|
|
|
|
|
operations
|
|
(501)
|
|
(501)
|
|
|
|
—
|
|
Restructuring and other charges
|
15
|
|
|
15
|
10
|
44
|
|
54
|
|
Inventory loss, net of recoveries
|
(4)
|
|
|
(4)
|
6
|
|
|
6
|
|
Asset impairments, net of recoveries
|
|
|
3
|
3
|
|
5
|
|
5
|
|
Prior year land transfer tax assessment
|
|
|
|
—
|
|
10
|
|
10
|
|
Charges related to retail locations in
|
|
|
|
|
|
|
|
|
|
|
Fort McMurray
|
|
|
|
—
|
|
7
|
|
7
|
|
Drug retail ancillary assets
|
|
|
|
—
|
|
(4)
|
|
(4)
|
|
Foreign currency translation(i)
|
|
|
35
|
35
|
|
|
8
|
8
|
Adjusting items
|
$
|
30
|
$
|
(68)
|
$
|
38
|
$
|
—
|
$
|
15
|
$
|
486
|
$
|
8
|
$
|
509
|
Adjusted operating income
|
$
|
113
|
$
|
2,280
|
$
|
—
|
$
|
2,393
|
$
|
150
|
$
|
2,123
|
$
|
—
|
$
|
2,273
|
Depreciation and amortization excluding the
|
|
|
|
|
|
|
|
|
|
impact of the above adjustments(ii)
|
82
|
793
|
|
875
|
73
|
767
|
|
840
|
Adjusted EBITDA
|
$
|
195
|
$
|
3,073
|
$
|
—
|
$
|
3,268
|
$
|
223
|
$
|
2,890
|
$
|
—
|
$
|
3,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Represents the effect of foreign currency translation on a portion of the
U.S. dollar denominated cash and cash equivalents and short term investments held by foreign operations.
|
(ii)
|
Depreciation and amortization for the calculation of adjusted EBITDA
excludes $403 million (2016 – $411 million) of amortization of intangible assets, acquired with Shoppers
Drug Mart, recorded by Loblaw and $11 million of accelerated depreciation recorded by Weston Foods in 2016, related to
restructuring and other charges.
|
The following new items impacted operating income in the third quarter of 2017:
Wind-down of PC Financial banking services In the third quarter of 2017, PC Bank entered into an
agreement to end its business relationship with a major Canadian chartered bank which represented the personal banking services
offered under the President's Choice Financial brand. As a result of this agreement, PC Bank will receive payments of
approximately $43 million, net of related costs, which will be recognized between the third quarter
of 2017 and the second quarter of 2018.
Gain on disposition of Loblaw's gas bar operations On July 17, 2017,
Loblaw sold its gas bar operations, for proceeds of approximately $540 million. Loblaw has recorded
a pre-tax gain on sale of $501 million (post-tax gain of $432 million), net of related costs, in the third quarter of
2017.
Adjusted Net Interest Expense and Other Financing Charges The Company believes adjusted net interest expense and
other financing charges is useful in assessing the ongoing net financing costs of the Company.
The following table reconciles adjusted net interest expense and other financing charges to GAAP net interest expense and
other financing charges reported for the periods ended as indicated.
(unaudited)
($ millions)
|
16 Weeks Ended
|
|
40 Weeks Ended
|
Oct. 7, 2017
|
Oct. 8, 2016
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Net interest expense and other financing charges
|
$
|
103
|
$
|
129
|
|
$
|
408
|
$
|
523
|
Add:
|
Fair value adjustment of the Trust Unit liability
|
22
|
14
|
|
(1)
|
(80)
|
|
Fair value adjustment of the forward sale agreement
|
|
|
|
|
|
|
|
for 9.6 million Loblaw common shares
|
34
|
21
|
|
15
|
(10)
|
Adjusted net interest expense and other financing charges
|
$
|
159
|
$
|
164
|
|
$
|
422
|
$
|
433
|
|
|
|
|
|
|
|
|
|
|
Adjusted Income Taxes and Adjusted Income Tax Rate The Company believes the adjusted income tax rate applicable
to adjusted earnings before taxes is useful in assessing the underlying operating performance of its business.
The following table reconciles the effective income tax rate applicable to adjusted earnings before taxes to the GAAP
effective income tax rate applicable to earnings before taxes as reported for the periods ended as indicated.
(unaudited)
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
|
40 Weeks Ended
|
Oct. 7, 2017
|
Oct. 8, 2016
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Adjusted operating income(i)
|
$
|
959
|
$
|
912
|
|
$
|
2,393
|
$
|
2,273
|
Adjusted net interest expense and other
financing charges(i)
|
159
|
164
|
|
422
|
433
|
Adjusted earnings before taxes
|
$
|
800
|
$
|
748
|
|
$
|
1,971
|
$
|
1,840
|
Income taxes
|
$
|
237
|
$
|
166
|
|
$
|
477
|
$
|
382
|
Add:
|
Tax impact of items excluded from adjusted
|
|
|
|
|
|
|
|
earnings before
taxes(ii)
|
(23)
|
32
|
|
55
|
127
|
|
Statutory corporate income tax rate change
|
|
|
|
(3)
|
Adjusted income taxes
|
$
|
214
|
$
|
198
|
|
$
|
532
|
$
|
506
|
Effective income tax rate applicable to earnings
|
|
|
|
|
|
|
|
|
|
before taxes
|
|
20.8%
|
|
25.4%
|
|
|
24.0%
|
|
30.8%
|
Adjusted income tax rate applicable to adjusted earnings
|
|
|
|
|
|
|
|
|
|
before taxes
|
|
26.8%
|
|
26.5%
|
|
|
27.0%
|
|
27.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
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.
(unaudited)
($ millions except where otherwise indicated)
|
16 Weeks Ended
|
|
40 Weeks Ended
|
Oct. 7, 2017
|
Oct. 8, 2016
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
Net earnings attributable to shareholders of the Company
|
$
|
434
|
$
|
268
|
|
$
|
721
|
$
|
458
|
Less:
|
Prescribed dividends on preferred shares in
|
|
|
|
|
|
|
|
share
capital
|
(14)
|
(14)
|
|
(34)
|
(34)
|
Net earnings available to common shareholders
|
|
|
|
|
|
|
|
|
|
|
of the Company
|
$
|
420
|
$
|
254
|
|
$
|
687
|
$
|
424
|
Less:
|
Reduction in net earnings due to dilutive
|
|
|
|
|
|
|
|
instruments at Loblaw
|
(3)
|
(2)
|
|
(6)
|
(3)
|
Net earnings available to common shareholders for diluted
|
|
|
|
|
|
|
|
|
|
|
earnings per share
|
$
|
417
|
$
|
252
|
|
$
|
681
|
$
|
421
|
|
|
|
|
|
|
Net earnings attributable to shareholders of the Company
|
$
|
434
|
$
|
268
|
|
$
|
721
|
$
|
458
|
Adjusting items (refer to the following table)
|
(143)
|
|
12
|
|
(11)
|
210
|
Adjusted net earnings attributable to shareholders
|
|
|
|
|
|
|
|
|
|
|
of the Company
|
$
|
291
|
$
|
280
|
|
$
|
710
|
$
|
668
|
Less:
|
Prescribed dividends on preferred shares in
|
|
|
|
|
|
|
|
share capital
|
(14)
|
(14)
|
|
(34)
|
(34)
|
Adjusted net earnings available to common shareholders
|
|
|
|
|
|
|
|
|
|
|
of the Company
|
$
|
277
|
$
|
266
|
|
$
|
676
|
$
|
634
|
Less:
|
Reduction in net earnings due to dilutive
|
|
|
|
|
|
|
|
instruments at Loblaw
|
(3)
|
(2)
|
|
(6)
|
(3)
|
Adjusted net earnings available to common shareholders
|
|
|
|
|
|
|
|
|
|
|
for diluted earnings per share
|
$
|
274
|
$
|
264
|
|
$
|
670
|
$
|
631
|
|
|
|
|
|
|
Weighted average common shares
outstanding (millions)(i)
|
128.3
|
|
128.2
|
|
128.3
|
128.3
|
|
|
|
|
|
|
|
|
|
(i)
|
Includes impact of dilutive instruments for purposes of calculating
adjusted diluted net earnings per common share.
|
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.
|
|
16 Weeks Ended
|
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
(unaudited)
($ except where otherwise indicated)
|
Net Earnings
Available to
Common
Shareholders of
the Company
($ millions)
|
Diluted
Net
Earnings
Per
Common
Share
|
Net Earnings
Available to
Common
Shareholders of
the Company
($ millions)
|
Diluted
Net
Earnings
Per
Common
Share
|
As reported
|
$
|
420
|
$
|
3.25
|
$
|
254
|
$
|
1.97
|
Add impact of the following(i):
|
|
|
|
|
|
Amortization of intangible assets acquired with
|
|
|
|
|
|
|
Shoppers Drug Mart
|
56
|
0.44
|
56
|
0.44
|
|
Fair value adjustment of derivatives
|
13
|
0.09
|
(7)
|
(0.05)
|
|
Pension annuities and buy-outs
|
3
|
0.03
|
|
|
|
Wind-down of PC Financial banking services
|
(2)
|
(0.02)
|
|
|
|
Gain on disposition of Loblaw's gas bar operations
|
(207)
|
(1.61)
|
|
|
|
Restructuring and other charges
|
1
|
0.01
|
(4)
|
(0.03)
|
|
Inventory loss, net of recoveries
|
|
|
4
|
0.03
|
|
Asset impairments, net of recoveries
|
|
|
1
|
0.01
|
|
Charges related to retail locations in Fort McMurray
|
|
|
(2)
|
(0.02)
|
|
Fair value adjustment of the forward sale agreement
|
|
|
|
|
|
|
for 9.6 million Loblaw common shares
|
(25)
|
(0.19)
|
(15)
|
(0.12)
|
|
Fair value adjustment of the Trust Unit liability
|
(4)
|
(0.03)
|
(4)
|
(0.03)
|
|
Foreign currency translation
|
22
|
0.17
|
(17)
|
(0.14)
|
Adjusting items
|
$
|
(143)
|
$
|
(1.11)
|
$
|
12
|
$
|
0.09
|
Adjusted
|
$
|
277
|
$
|
2.14
|
$
|
266
|
$
|
2.06
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Net of income taxes and non-controlling interests, as
applicable.
|
|
40 Weeks Ended
|
|
Oct. 7, 2017
|
Oct. 8, 2016
|
(unaudited)
($ except where otherwise indicated)
|
Net Earnings
Available to
Common
Shareholders of
the Company
($ millions)
|
Diluted
Net
Earnings
Per
Common
Share
|
Net Earnings
Available to
Common
Shareholders of
the Company
($ millions)
|
Diluted
Net
Earnings
Per
Common
Share
|
As reported
|
$
|
687
|
$
|
5.31
|
$
|
424
|
$
|
3.28
|
Add impact of the following(i):
|
|
|
|
|
|
Amortization of intangible assets acquired with
|
|
|
|
|
|
|
Shoppers Drug Mart
|
140
|
1.09
|
141
|
1.10
|
|
Fair value adjustment of derivatives
|
22
|
0.17
|
2
|
0.01
|
|
Pension annuities and buy-outs
|
5
|
0.04
|
3
|
0.03
|
|
Wind-down of PC Financial banking services
|
(2)
|
(0.02)
|
|
|
|
Gain on disposition of Loblaw's gas bar operations
|
(207)
|
(1.61)
|
|
|
|
Restructuring and other charges
|
11
|
0.09
|
24
|
0.19
|
|
Inventory loss, net of recoveries
|
(2)
|
(0.02)
|
4
|
0.03
|
|
Asset impairments, net of recoveries
|
3
|
0.02
|
2
|
0.02
|
|
Prior year land transfer tax assessment
|
|
|
3
|
0.02
|
|
Charges related to retail locations in Fort McMurray
|
|
|
2
|
0.02
|
|
Drug retail ancillary assets
|
|
|
(1)
|
(0.01)
|
|
Fair value adjustment of the forward sale agreement
|
|
|
|
|
|
|
for 9.6 million Loblaw common shares
|
(11)
|
(0.09)
|
7
|
0.05
|
|
Fair value adjustment of the Trust Unit liability
|
|
|
15
|
0.12
|
|
Statutory corporate income tax rate change
|
|
|
1
|
0.01
|
|
Foreign currency translation
|
30
|
0.24
|
7
|
0.05
|
Adjusting items
|
$
|
(11)
|
$
|
(0.09)
|
$
|
210
|
$
|
1.64
|
Adjusted
|
$
|
676
|
$
|
5.22
|
$
|
634
|
$
|
4.92
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Net of income taxes and non-controlling interests, as
applicable.
|
FORWARD-LOOKING STATEMENTS
This News Release contains forward-looking statements about the Company's objectives, plans, goals, aspirations, strategies,
financial condition, results of operations, cash flows, performance, prospects and opportunities. Specific forward-looking
statements in this News Release include, but are not limited to, statements with respect to the Company's anticipated future
results, events and plans, strategic initiatives and restructuring, regulatory changes including minimum wage increases and
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",
"maintain", "achieve", "grow", and "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 expectation of operating and financial performance in 2017 is based on certain
assumptions including assumptions about sales and volume growth, anticipated cost savings, operating efficiencies, and continued
growth from initiatives. The Company's estimates, beliefs and assumptions are inherently subject to significant business,
economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The
Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
Numerous risks and uncertainties could cause the Company's actual results to differ materially from those expressed, implied
or projected in the forward-looking statements, including those described in the "Enterprise Risks and Risk Management" section
of the Management's Discussion and Analysis in the Company's 2016 Annual Report and the Company's Annual Information Form ("AIF")
for the year ended December 31, 2016. Such risks and uncertainties include:
- changes to the regulation of generic prescription drug prices, the reduction of reimbursements under public drug benefit
plans and the elimination or reduction of professional allowances paid by drug manufacturers;
- failure to effectively manage Loblaw's loyalty programs;
- the inability of the Company's IT infrastructure to support the requirements of the Company's business, or the occurrence
of any internal or external security breaches, denial of service attacks, viruses, worms and other known or unknown cyber
security or data breaches;
- failure to realize benefits from investments in the Company's new IT systems;
- failure to effectively respond to consumer trends or heightened competition, whether from current competitors or new
entrants to the marketplace;
- public health events including those related to food and drug safety;
- changes to any of the laws, rules, regulations or policies applicable to the Company's business;
- failure to merchandise effectively, to execute Loblaw's e-commerce initiative or to adapt its business model to the shifts
in the retail landscape caused by digital advances;
- failure to realize the anticipated benefits, including revenue growth, anticipated cost savings or operating efficiencies
associated with the Company's investment in major initiatives that support its strategic priorities;
- changes in economic conditions, including economic recession or changes in the rate of inflation or deflation, employment
rates and household debt, interest rates, currency exchange rates and derivative or commodity prices;
- failure to achieve desired results in labour negotiations, including the terms of future collective bargaining
agreements;
- adverse outcomes of legal and regulatory proceedings and related matters;
- reliance on the performance and retention of third-party service providers, including those associated with the Company's
supply chain and Loblaw's apparel business, including issues with vendors in both advanced and developing markets;
- the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control
shrink;
- the inability of the Company to effectively develop and execute its strategy; and
- the inability of the Company to anticipate, identify and react to consumer and retail trends.
This is not an exhaustive list of the factors that may affect the Company's forward-looking statements. Other risks and
uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual
results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties
are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time, including
without limitation, the section entitled "Operating and Financial Risks and Risk Management" in the Company's AIF for the year
ended December 31, 2016. 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.
2017 THIRD QUARTER REPORT TO SHAREHOLDERS
The Company's 2016 Annual Report and 2017 Third Quarter Report to Shareholders are available in the Investor Centre section of
the Company's website at www.weston.ca and have been filed with SEDAR and
are available online at www.sedar.com.
INVESTOR RELATIONS
Shareholders, security analysts and investment professionals should direct their requests to
Mr. Geoffrey H. Wilson, Senior Vice President, Investor Relations, Business Intelligence and
Communications, 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 Companies Limited, a public
company with shares trading on the Toronto Stock Exchange. For information regarding Loblaw, readers should also refer to the
materials filed by Loblaw with SEDAR from time to time. These filings are also maintained at Loblaw's corporate website at
www.loblaw.ca.
THIRD QUARTER CONFERENCE CALL AND WEBCAST
George Weston Limited will host a conference call as well as an audio webcast on Tuesday, November 21, 2017
at 9:00 a.m. (EDT). To access via tele-conference, please dial (647) 427-7450 or 1-888-231-8191. The playback will
be available two hours after the event at (416) 849-0833 or 1-855-859-2056, passcode: 49340857#. To access via audio webcast,
please visit the Investor Centre section of www.weston.ca.
Pre-registration will be available.
|
|
Endnotes
|
|
|
(1)
|
See "Non-GAAP Financial Measures" section of this News Release beginning of
this News Release.
|
(2)
|
This News Release contains forward-looking information. See
"Forward-Looking Statements" section of this News Release for a discussion of material factors that could cause actual
results to differ materially from the forecasts and projections herein and of the material factors, estimates, beliefs
and assumptions that were applied in presenting the conclusions, forecasts and projections presented herein. This News
Release must be read in conjunction with GWL's filings with securities regulators made from time to time, all of which
can be found at www.weston.ca and
www.sedar.com.
|
|
|
SOURCE George Weston Limited
View original content: http://www.newswire.ca/en/releases/archive/November2017/21/c8282.html