Media Centre
2004/02/18

Maple Leaf Reports 2003 Year-End and Fourth Quarter Financial Results

TORONTO--(BUSINESS WIRE)--Feb. 18, 2004--Maple Leaf Foods Inc. (TSX:MFI - News) today reported its financial results for the fourth quarter and year ended December 31, 2003.

"The past year was an eventful one," said Michael H. McCain, President and Chief Executive Officer. "We dealt with external challenges like BSE, low hog prices, the steep rise in the Canadian dollar and a global protein surplus, as well as internal factors that negatively impacted our earnings. On the positive side, we made significant progress in growing our value-added pork and poultry sales, and added market share in both our protein and bakery businesses through highly successful and innovative new product launches. Conversely, in certain segments of our business we continue to experience the pressures of adjusting to new levels of the Canadian currency, which we are responding by reducing costs and improving operating efficiencies. We are pleased with the improvement in our fourth quarter financial results which reflect, in part, the strengthening of underlying protein markets, and we are confident about the year ahead."

Sales for the fourth quarter of $1.3 billion were consistent with last year, while earnings from operations were $63.6 million compared to $60.7 million. Last year's fourth quarter results included an $8.6 million pre-tax pension plan wind-up gain in the Meat Products Group. Adjusting for the pension plan wind-up gain, the Company's earnings from operations for the fourth quarter 2003 increased 22%. Earnings from operations for the Company's Protein Value Chain operations (the Meat Products Group and Agribusiness Group) increased 43% for the fourth quarter, while Bakery Products Group earnings from operations declined 18%.

Sales for the year were $5.0 billion compared to $5.1 billion for 2002, while earnings from operations before restructuring costs declined 25% to $152.4 million from $203.6 million last year. The single largest factor contributing to the earnings decline was an oversupply of protein in North American and global markets that persisted throughout the year, abating somewhat towards the end of the year. This market condition had a pervasive negative impact on the Company's Protein Value Chain operations, affecting hog production, pork and poultry margins and international sales. Protein Value Chain earnings from operations declined $40.3 million year-over-year, from $125.1 million in 2002 to $84.8 million in 2003. Several other factors also contributed to the year-over-year decline, including the rapid rise in the Canadian dollar during the year. These other factors are discussed below. Poultry quota sales and gains related to a pension plan wind-up positively contributed $21.3 million to 2003 earnings compared to $11.4 million last year. Bakery Products Group earnings from operations declined 17% to $58.1 million in 2003 from $69.9 million the previous year.

Net earnings for the fourth quarter were $27.0 million ($0.23 per share) compared to $25.9 million ($0.22 per share) for 2002. Net earnings for 2003 before restructuring costs were $45.5 million or $0.36 per share, compared to $84.7 million or $0.71 per share last year. After accounting for restructuring costs, 2003 net earnings were $35.1 million or $0.27 per share.

The following is a year-over-year analysis of operating results before restructuring charges. Management of the Company believes that this is the most appropriate basis on which to evaluate operating results, as restructuring costs are not representative of ongoing operating earnings.

Earnings from Operations
($ millions)                 Fourth Quarter          Full Year
                          -----------------------------------------
                           2003   2002 Change    2003   2002 Change
                           ----   ---- ------    ----   ---- ------
Meat Products Group        24.6   19.2   28%      3.2   58.2  (95%)
Agribusiness Group         24.5   15.1   62%     81.6   66.8   22%
                          ------------         -------------
Total Protein Value Chain  49.0   34.3   43%     84.8  125.1  (32%)
Bakery Products Group      14.6   17.8  (18%)    58.1   69.9  (17%)
                          ------------         -------------
                           63.6   52.1   22%    142.9  195.0  (27%)
Add pension wind-up gain      -    8.6            9.5    8.6   10%
                          ------------         -------------
Operating Earnings before  63.6   60.7    5%    152.4  203.6  (25%)
 restructuring costs       ----   ----    --    -----  -----  -----
                           ----   ----          -----  -----

The sharp rise in the Canadian dollar negatively affected the Company's profitability in 2003, as the Canadian dollar appreciated by 17% beginning early in the year. On a medium term basis, Maple Leaf has the ability to pass on price changes and re-align its costs in response to currency fluctuations. However, with a sharp and significant rise in currency value, it takes longer to realize the benefit of reduced supply costs for goods purchased in US dollars, compared to the immediate reduction in the value of certain products, which are directly linked to US dollars. During the full year 2003, management estimates the impact of the rapid rise in the Canadian dollar on the Company's earnings from operations was approximately $25 million, the majority of which was in the fourth quarter.

As discussed in the Company's 2002 Management Discussion and Analysis, in the fourth quarter of 2002 the Company reached a surplus sharing agreement with the beneficiaries of a defined benefit pension plan for hourly employees. Related to the wind-up, the Company recorded an $8.6 million pre-tax gain ($5.5 million after tax) in the fourth quarter of 2002, and further pre-tax gains totaling $9.5 million ($6.2 million after tax) in the first nine months of 2003 as liabilities were settled. The gains are included in the results for the Meat Products Group. The Company received $27.3 million in cash in the fourth quarter of 2003 upon substantial completion of the wind-up.

Other expense for the fourth quarter was $0.9 million compared to $0.4 million last year. For the year, other expense was $1.4 million compared to other income of $5.4 million for 2002. The change from last year was primarily due to a gain on the sale of real estate included in 2002. Interest expense for the fourth quarter increased to $18.1 million from $14.0 million last year. Interest expense for 2003 was $68.4 million compared to $56.3 million last year, primarily as a result of higher average debt levels.

Cash flow from operating activities for the fourth quarter increased to $109.6 million from $86.5 million last year. Proceeds of $27.3 million during the quarter from the pension plan wind-up were offset by a decreased contribution from working capital. Cash flow from operating activities for the year was $74.9 million compared to $195.8 million in 2002. The decrease for the year was primarily the result of lower earnings and an increase in working capital caused by changes in the levels of accounts receivable securitization programs ($39.0 million), and a reduction in income taxes payable compared to last year.

Meat Products Group (branded value-added prepared meat products; fresh, frozen and branded value-added pork products; fresh, frozen and branded value-added chicken and turkey products; and global food marketing, distribution and trading)

Meat Products Group sales for the fourth quarter of 2003 were $728.6 million compared to $746.8 million in 2002, while sales for the year were $2.9 billion compared to $3.0 billion last year. Sales for the fourth quarter declined largely as a result of a reduction in the number of hogs processed compared to the prior year.

Earnings from operations for the fourth quarter were $24.6 million, a substantial improvement compared to $19.2 million (before the pension plan wind-up gain) last year. Operating earnings before restructuring costs for the year declined to $12.7 million from $66.8 million in 2002. Strong improvements in poultry markets, increased sales of Maple Leaf Prime Naturally poultry, increased distribution of Maple Leaf Medallion Naturally pork, and the market success of new product innovations such as the launch of Maple Leaf Fully Cooked Roasts contributed to the improved earnings later in the year. Primary pork processing has had an extremely difficult year, reflecting market conditions in the global pork trade and specifically Japan, although late in 2003 some improvement in these conditions occurred and is forecasted to carry over into 2004.

In September 2003, the Company signed an agreement to acquire Schneider Corporation, a Canadian brand leader in premium processed meats and grocery products, for US$378.0 million. The transaction requires Canadian Competition Bureau clearance in order to close. The Company anticipates the Competition Bureau review to be completed and the transaction to close by the end of March 2004.

Agribusiness Group: (research, development and supply of quality livestock nutrition products and services; pet food; swine production; and animal by-products recycling)

Agribusiness Group sales for the fourth quarter of 2003 were $234.8 million compared to $242.4 million last year. Sales for the year declined to $918.8 million compared to $943.9 million last year principally due to lower commodity prices, as volumes increased over last year. Operating earnings for the fourth quarter of 2003 were $24.5 million compared to $15.1 million last year, while operating earnings before restructuring costs for the year increased to $81.6 million from $66.8 million last year.

The Company's hog production operations were negatively impacted throughout 2003 as a result of the sharp rise in the Canadian dollar, as hog prices are 100% linked to the US currency. Maple Leaf has taken steps to adjust its hog production system to the higher Canadian dollar by reflecting currency effects in existing contracts, realigning contracts when they come due, working with producer partners to reduce costs, continuing to improve hog production performance, and differentiating Canadian pork through initiatives such as DNA traceability. Additionally, Maple Leaf is working proactively with governments and the industry to reduce overall hog feed costs in Canada, which have been negatively impacted by several factors, including significant farm subsidies in the United States.

The improvement in quarter-over-quarter profitability was primarily due to the sale of poultry production quota, higher pet food earnings, and good animal nutrition performance and rendering results. Rothsay improved profitability by adapting quickly to a changing industry model and heightened food safety concerns as a result of the BSE incidents in North America, through segregating species by plant and developing alternate markets for its rendered products.

Bakery Products Group: (fresh, frozen and branded value-added bakery products, including frozen par-baked bakery products; and specialty pasta and sauces)

Bakery Products Group sales for the fourth quarter of 2003 were $310.1 million compared to $315.2 million for the prior year period, while sales for the year were $1.3 billion compared to $1.2 billion last year. Earnings from operation for the fourth quarter were $14.6 million compared to $17.8 million last year, while operating earnings before restructuring costs for the year decreased to $58.1 million from $69.9 million in 2002.

The largest factor contributing to the earnings decline in 2003 was a labour dispute at the Company's bakery distribution center in Quebec, which cost approximately $7.4 million in 2003. Operating earnings for the fourth quarter were adversely affected by costs associated with integrating bakery operations in Atlantic Canada, including rationalizing plants and distribution systems. The majority of the restructuring should be completed by the end of the first quarter of 2004.

A number of new products were launched in the fourth quarter, including Dempster's Carb Wise and Healthy Way Carb Conscious bread and a new line of Bon Matin Healthy Way organic breads in Quebec. Sales of frozen par-baked products increased significantly in the fourth quarter, driven by new retail and food service accounts, expanded relationships with existing customers, and improved pricing.

Other Matters

Maple Leaf Foods declared a dividend of $0.04 per share payable on March 31, 2004 to shareholders of record on March 12, 2004.

Maple Leaf Foods Inc. is a leading Canadian food processing company committed to delivering quality food products to consumers around the world. Headquartered in Toronto, Canada, the Company employs approximately 18,000 people at its operations across Canada and in the United States, Europe and Asia.

A web cast and conference call will be held at 3:00 p.m. (EST) on February 18, 2004. To view the webcast, please log on to http://www.firstcallevents.com/service/ajwz397885336gf12.html. A replay of the webcast will be available through the same webcast site later in the day, or at www.mapleleaf.com under the Investor Relations section.

To participate in the conference call, please dial in to 1-416-695-5806 or 800-273-9672.

Maple Leaf Foods Inc.
Consolidated Balance Sheets

--------------------------------------------------------------------
--------------------------------------------------------------------
In thousands of Canadian dollars                  As at December 31,
                                                  2003          2002
--------------------------------------------------------------------

ASSETS
Current assets:

  Cash and cash equivalents                $    38,908   $   156,866
  Accounts receivable (note 3)                 242,306       243,121
  Inventories                                  259,758       266,889
  Future tax asset                               4,854         5,847
  Prepaid expenses and other assets              9,355         8,959
                                           -----------   -----------
                                               555,181       681,682
Investments in associated companies             58,189        59,497
Property and equipment                         802,332       785,425
Other long-term assets                         171,262       159,910
Future tax asset                                29,906        21,733
Goodwill and other intangible assets           531,851       481,000
                                           -----------   -----------
                                           $ 2,148,721   $ 2,189,247
                                           -----------   -----------
                                           -----------   -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued charges     $   501,997   $   532,132
  Income and other taxes payable                12,212        42,283
  Current portion of long-term debt              4,959        22,588
                                           -----------   -----------
                                               519,168       597,003
Long-term debt (note 11)                       730,627       713,689
Future tax liability                            50,397        46,453
Other long-term liabilities                     35,274         6,981
Minority interest                               70,068        93,220
Shareholders' equity (note 7)                  743,187       731,901
                                           -----------   -----------
                                           $ 2,148,721   $ 2,189,247
                                           -----------   -----------
                                           -----------   -----------

The accompanying notes to the consolidated financial statements are
an integral part of this statement.


Maple Leaf Foods Inc.
Consolidated Statements of Earnings

--------------------------------------------------------------------
--------------------------------------------------------------------
In thousands of
 Canadian dollars,             Quarter ended     Twelve months ended
 except per share               December 31,            December 31,
 amounts                    2003        2002        2003        2002
-------------------------------------------- -----------------------
                     (Unaudited) (Unaudited)

Sales                $ 1,273,450 $ 1,304,396 $ 5,041,896 $ 5,075,879

Earnings from
 operations before
 restructuring costs      63,586      60,732     152,428     203,550
Restructuring costs
 (note 2)                      -           -    (17,732)           -
                     ----------------------- -----------------------
Earnings from
 operations               63,586      60,732     134,696     203,550
Other income
 (expense) (note 4)        (887)       (372)     (1,377)       5,355
                     ----------------------- -----------------------
Earnings before
 interest and income
 taxes                    62,699      60,360     133,319     208,905
Interest expense          18,066      13,982      68,369      56,289
                     ----------------------- -----------------------
Earnings before
 income taxes             44,633      46,378      64,950     152,616
Income taxes              15,591      16,789      22,879      54,947
                     ----------------------- -----------------------
Earnings before
 minority interest        29,042      29,589      42,071      97,669
Minority interest          2,054       3,679       7,003      12,983
                     ----------------------- -----------------------
Net earnings for the
 period                 $ 26,988    $ 25,910    $ 35,068    $ 84,686
                     ----------------------- -----------------------
                     ----------------------- -----------------------

Earnings per share
 (basic and fully
 diluted) (note 8)        $ 0.23      $ 0.22      $ 0.27      $ 0.71
Dividends per share
 declared                   0.04        0.04        0.16        0.16
Weighted average
 number of shares
 (millions)                113.1       112.5       113.1       112.5

The accompanying notes to the consolidated financial statements are
an integral part of this statement.


Maple Leaf Foods Inc.
Consolidated Statements of Retained Earnings

--------------------------------------------------------------------
--------------------------------------------------------------------
In thousands of Canadian dollars, except per           Twelve Months
 share amounts.                                  Ending December 31,
                                                      2003      2002
--------------------------------------------------------------------

Retained earnings, beginning of period            $ 63,758   $ 1,817
Net earnings for the period                         35,068    84,686
Dividends declared ($0.16 per share;
 2002 - $0.16 per share)                          (18,094)  (18,035)
Premium on repurchase of share capital (note 7)      (899)         -
Convertible debenture charge                       (4,851)   (4,710)
--------------------------------------------------------------------
Retained earnings, end of period                  $ 74,982  $ 63,758
--------------------------------------------------------------------
--------------------------------------------------------------------

The accompanying notes to the consolidated financial statements are
an integral part of this statement.


Maple Leaf Foods Inc.
Consolidated Statements of Cash Flows

--------------------------------------------------------------------
--------------------------------------------------------------------
In thousands of                  Quarter ended   Twelve months ended
 Canadian dollars                 December 31,          December 31,
                               2003       2002       2003       2002
--------------------------------------------------------------------
CASH PROVIDED BY
 (USED IN):             (Unaudited)(Unaudited)

Operating activities
 Net earnings for the
  period                   $ 26,988   $ 25,910   $ 35,068   $ 84,686
 Add (deduct) items
  not affecting cash:
   Depreciation              26,371     23,926    100,868     96,212
   Stock based compensation
    (note 9)                    849          -        849          -
   Minority interest          2,054      3,679      7,003     12,983
   Future income taxes       12,180   (11,767)        580    (8,215)
   Increase in pension
    asset                  (12,267)   (10,751)   (29,501)   (18,910)
   Undistributed losses of
    associated companies      1,776      1,772      1,483      1,453
   Loss (gain) on sale of
    property and equipment      229         83        142       (14)
   Other                    (4,965)      4,358    (9,305)      9,050
 Change in other long-term
  receivables               (3,914)      4,046    (3,856)     17,560
 Proceeds from pension plan
  wind-up                    27,251          -     27,251          -
 Change in non-cash
  operating working capital  33,032     45,202   (55,637)      1,014
                          --------------------  --------------------
                            109,584     86,458     74,945    195,819
                          --------------------  --------------------
Financing activities
 Dividends paid             (4,527)    (4,518)   (18,094)   (18,035)
 Dividends paid to minority
  interest                    (234)      (411)    (1,663)    (2,770)
 Increase (decrease) in
  long-term debt          (124,807)     76,621     49,006     82,991
 Convertible debenture
  interest paid             (1,369)    (1,369)    (5,478)    (5,478)
 Increase in share capital      346        197      3,118      8,079
 Shares repurchased for
  cancellation                    -          -    (1,829)          -
 Other                          465      1,123      1,858        819
                          --------------------  --------------------
                          (130,126)     71,643     26,918     65,606
                          --------------------  --------------------
Investing activities
 Additions to property
  and equipment            (39,708)   (23,743)  (132,607)   (92,160)
 Proceeds from sale of
  property and equipment        717      2,441      1,933      5,306
 Purchase of Canada Bread
  shares (note 6)                 -          -   (74,831)          -
 Purchase of net assets
  of businesses             (1,416)   (26,081)    (7,002)   (66,967)
 Change in other
  investments, net            1,488    (6,390)    (6,196)    (1,307)
 Other                      (1,534)    (2,043)    (1,118)    (2,042)
                          --------------------  --------------------
                           (40,453)   (55,816)  (219,821)  (157,170)
                          --------------------  --------------------

Increase (decrease) in cash
 and cash equivalents      (60,995)    102,285  (117,958)    104,255
Cash and cash equivalents,
 beginning of period         99,903     54,581    156,866     52,611
                          --------------------  --------------------
Cash and cash equivalents,
 end of period               38,908    156,866     38,908    156,866
                          --------------------  --------------------

The accompanying notes to the consolidated financial statements are
an integral part of this statement.


Maple Leaf Foods Inc.
Segmented Financial Information

--------------------------------------------------------------------
--------------------------------------------------------------------
In thousands of                Quarter ended     Twelve Months Ended
 Canadian dollars.              December 31,            December 31,
                            2003        2002        2003        2002
--------------------------------------------------------------------
                     (Unaudited) (Unaudited)
Sales
  Meat Products Group  $ 728,578   $ 746,791 $ 2,869,866 $ 2,952,869
  Agribusiness Group     234,762     242,432     918,820     943,930
  Bakery Products Group  310,110     315,173   1,253,210   1,179,080
                     -----------------------------------------------
                     $ 1,273,450 $ 1,304,396 $ 5,041,896 $ 5,075,879
                     -----------------------------------------------
                     -----------------------------------------------
Earnings from operations,
 before restructuring
 costs
  Meat Products Group   $ 24,560    $ 27,788    $ 12,655    $ 66,778
  Agribusiness Group      24,466      15,134      81,613      66,845
  Bakery Products Group   14,560      17,810      58,160      69,927
                     -----------------------------------------------
                        $ 63,586    $ 60,732   $ 152,428   $ 203,550
                     -----------------------------------------------
                     -----------------------------------------------
Capital expenditures
  Meat Products Group    $ 7,600    $ 10,361    $ 36,782    $ 32,243
  Agribusiness Group       8,067       9,844      31,033      35,035
  Bakery Products Group   24,041       3,538      64,792      24,882
                     -----------------------------------------------
                        $ 39,708    $ 23,743   $ 132,607    $ 92,160
                     -----------------------------------------------
                     -----------------------------------------------
Depreciation
  Meat Products Group   $ 10,922    $ 10,890    $ 41,703    $ 41,218
  Agribusiness Group       4,938       4,278      18,829      16,526
  Bakery Products Group   10,511       8,758      40,336      38,468
                     -----------------------------------------------
                        $ 26,371    $ 23,926   $ 100,868    $ 96,212
                     -----------------------------------------------
                     -----------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
                                               As at
In thousands of Canadian dollars,           December 31,
                                          2003        2002
----------------------------------------------------------

Total assets
  Meat Products Group                $ 666,489   $ 694,042
  Agribusiness Group                   555,693     500,039
  Bakery Products Group                716,462     742,759
  Non-allocated assets                 210,077     252,407
                                   -----------------------
                                   $ 2,148,721 $ 2,189,247
                                   -----------------------
                                   -----------------------

The accompanying notes to the consolidated financial statements are
an integral part of this statement.

  • Maple Leaf Foods Inc.
  • Notes to Consolidated Financial Statements
  • (For the quarters ended December 31, 2003 and December 31, 2002)

(Tabular amounts in thousands of Canadian dollars except per share amounts)

1. Significant Accounting Policies

The unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2002. These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles using the same accounting policies as were applied in the consolidated financial statements for the year ended December 31, 2002.

2. Restructuring Costs

During the first quarter of 2003, the Company recorded a $7.4 million restructuring cost ($4.8 million, net of tax), relating to plant closures and operational restructuring in the Bakery Products Group.

During the third quarter of 2003, the Company recorded a $10.3 million restructuring cost ($6.9 million, net of tax), relating to plant closures and operational restructuring for several businesses, primarily consolidation of feed mill operations in the Maritimes and reorganization of Atlantic Canada meat processing operations.

3. Accounts Receivable

Under revolving securitization programs, the Company has sold, with limited recourse, certain of its trade accounts receivable to financial institutions. The Company retains servicing responsibilities and assumes limited recourse obligations for delinquent receivables. At December 31, 2003, trade accounts receivable amounting to $186.8 million (December 31, 2002 - $194.6 million) had been sold under these programs.

4. Other Income (Expense)

-0-

--------------------------------------------------------------------
--------------------------------------------------------------------
                                            Quarter    Twelve months
                                              Ended            Ended
                                       December 31,     December 31,
--------------------------------------------------------------------
                                       2003    2002     2003    2002
Gain on sale of investments           $ 362   $ 361    $ 362 $ 1,340
Earnings (losses) from associated
 companies                             (57)     472       51     715
Dividends received                        -       -       39   1,629
Gain (loss) on sale of property and
 equipment                            (229)    (83)    (142)      14
Gain (loss) on real estate operations (734)   1,018    (192)   4,796
Fees related to bakery reorganization (283) (3,400)  (1,832) (3,400)
Other                                    54   1,260      337     261
                                    ------- ------- -------- -------
                                    $ (887) $ (372) $(1,377) $ 5,355
                                    ------- ------- -------- -------
                                    ------- ------- -------- -------
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5. Contingencies and Commitments

In the normal course of business, the Company and its subsidiaries enter into sales commitments with various customers and suppliers. These commitments are for varying terms and can provide for fixed or variable prices. With respect to certain of its contracts, the Company has the right to acquire at fair value, and the suppliers have the right to sell back to the Company certain assets, which have an estimated fair value of $22 million. The Company believes that these contracts serve to reduce risk, and it is not anticipated that losses will be incurred on these contracts.

6. Investment in Canada Bread

On January 28th, 2003, the Company purchased four million shares from Canada Bread Company, Limited ("Canada Bread") treasury at $26.50 per share in a private placement transaction. Proceeds from the financing of $106 million were used to pay down debt owing by Canada Bread to Maple Leaf Foods.

On May 5, 2003 the Company purchased 1,165,300 common shares of Canada Bread on the market for $25.00 per share and on June 12th, 2003 the Company purchased a further 819,400 common shares of Canada Bread for $26.50 pursuant to a private agreement.

On August 22nd, 2003 the Company purchased 903,100 common shares of Canada Bread on the market for $26.50 per share.

For the year to date, Maple Leaf Foods purchased 6,887,800 shares of Canada Bread for total consideration of $180.8 million at an average price of $26.25 per share. In aggregate, these share purchases increased Maple Leaf Food's ownership of Canada Bread from 68.3% to 84.7%. The preliminary allocation of the purchase cost has created $43.8 million in goodwill.

7. Shareholders' Equity

During the first half of 2003, the Company repurchased for cancellation 186,500 common shares pursuant to a normal course issuer bid at an average price of $9.81 per share. The excess of the purchase cost over the book value of the shares was charged to retained earnings.

8. Earnings per share

-0-

The following table sets forth the calculation of basic and diluted
earnings per share.

--------------------------------------------------------------------
--------------------------------------------------------------------
                                           Quarter     Twelve months
                                             Ended             Ended
                                      December 31,      December 31,
--------------------------------------------------------------------
                                     2003     2002     2003     2002
Numerator:
 Net earnings                      26,988   25,910   35,068   84,686
 Convertible debenture change     (1,214)  (1,243)  (4,851)  (4,710)
                                 -----------------------------------
Earnings available to common
 shareholders                    $ 25,774 $ 24,667 $ 30,217 $ 79,976
                                 -------- -------- -------- --------
                                 -------- -------- -------- --------

Weighted average number of
 shares (millions)                  113.1    112.5    113.1    112.5
Earnings per share (basic and
 fully diluted)                    $ 0.23   $ 0.22   $ 0.27   $ 0.71
--------------------------------------------------------------------
--------------------------------------------------------------------

9. Stock-based Compensation

During 2003, the Company granted 2,742,000 stock options (85,000 in the fourth quarter) at a weighted average exercise price per share of $10.34. The fair value of the options issued in the year was determined using the Black Scholes option pricing model with the following weighted average assumptions:

-------------------------------------------------------------------
-------------------------------------------------------------------
                                   Twelve months Ended December 31,
-------------------------------------------------------------------
                                                 2003          2002
Expected option life                        4.2 years     4.2 years
Risk-free interest rate                          4.2%          4.9%
Expected annual volatility                      35.6%         38.7%
Dividend yield                                   1.6%          1.1%
-------------------------------------------------------------------
-------------------------------------------------------------------

The estimated fair value of the options issued in 2003 was $5.8 million (2002 - $8.8 million). This value is amortized to income over the vesting period of the related options.

The Company has elected to apply the fair value method of accounting for its stock option awards, with effect from January 1, 2003, on a prospective basis. Accordingly, for 2003, the Company charged $0.8 million to earnings in the fourth quarter representing the entire year pro-rata amortization of the fair value of the stock options granted in 2003.

During 2002, the Company granted 2,503,500 stock options at a weighted average price per share of $14.36. The effect of these stock option awards, had they been charged to earnings during the year, would have been an expense of $3.5 million (2002 - $1.8 million) with a related reduction to diluted earnings per common share of $0.03 (2002 - $0.02).

10. Acquisition of Schneider Corporation

On September 25, 2003 the Company signed an agreement to acquire Schneider Corporation ("Schneider's") of Kitchener, Ontario for $US 378 million. The transaction requires Canadian Competition Bureau clearance in order to close. The agreement has an expiration date of March 31, 2004 unless extended by mutual consent. The Company issued a $10 million letter of credit that may be drawn in April 2004 if the transaction fails to close.

In December, the Company finalized an underwritten bank facility of $300 million. The proceeds will be available when the Schneider's transaction closes and will be used to (i) finance a portion of the purchase price for Schneider's and (ii) to refinance, if appropriate, existing debt of Schneider's. The facility is repayable one year from the acquisition closing date and will bear interest based on Banker's Acceptance rates.

The Ontario Teachers' Pension Plan Board has provided the Company with a standby commitment to purchase, at the Company's option, up to $150 million of treasury shares of the Company at any time within twelve months of closing of the transaction. Pricing of shares under this arrangement would be at a 6% discount to the market trading price of the Company's common shares prior to an issue.

11. Long Term Debt

-0-

In October 2003, the Company renegotiated its primary bank debt
facility. The principal changes are:
(i)  an increase in the size of the facility from $519.4 million to
     $635 million; and
(ii) the facility from a combination of non-revolving reducing term
     and reducing revolving tranches to a revolving facility with a
     single maturity date of October 3, 2005. The change in the
     schedule of required facility reductions is as follows:

     --------------------------------------------------------------
     --------------------------------------------------------------
                            Original facility      Amended facility
     --------------------------------------------------------------
     2004                           $ 173,400              $      -
     2005                             145,400               635,000
     2006                             104,300                     -
     2007                              61,800                     -
     2008                              34,500                     -
     --------------------------------------------------------------
     Total                          $ 519,400             $ 635,000
     --------------------------------------------------------------
     --------------------------------------------------------------



Contact:
     Maple Leaf Foods Inc.
     Lynda Kuhn, 416-926-2026
     www.mapleleaf.com



Source: Maple Leaf Foods Inc.

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