Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Metro inc. Management Reports 2024

Dec 14, 2024

42697_rns_2024-12-13_d50b7b6e-f51c-4a83-b326-fe301753c166.pdf

Management Reports

Open in viewer

Opens in your device viewer

metro

MANAGEMENT'S DISCUSSION AND ANALYSIS AND CONSOLIDATED FINANCIAL STATEMENTS

For the year ended September 28, 2024


metro

TABLE OF CONTENTS

Page

Overview 3
Purpose, mission and strategy 3
Key performance indicators 5
Key achievements 6
Events after the reporting period 7
Selected annual information 8
Outlook 8
Operating results 9
Quarterly highlights 11
Cash position 13
Financial position 14
Sources of financing 18
Contractual obligations 18
Related party transactions 18
Fourth quarter 19
Derivative financial instruments and hedge accounting 21
New accounting standards 21
Forward-looking information 21
Non-GAAP and other financial measurements 21
Controls and procedures 23
Significant judgments and estimates 24
Risk management 25

The following Management's Discussion and Analysis sets out the financial position and consolidated results of METRO INC. for the fiscal year ended September 28, 2024, and should be read in conjunction with the annual consolidated financial statements and the accompanying notes as at September 28, 2024. This report is based upon information as at December 4, 2024 unless otherwise indicated. Additional information, including the Annual Information Form and Certification Letters for Fiscal 2024, is available on the SEDAR website at www.sedarplus.ca.


metro

OVERVIEW

The Corporation is a leader in food and pharmaceutical industries in Québec and Ontario.

The Corporation, as a retailer, franchisor or distributor, operates under different grocery banners in the conventional supermarket and discount segments. For consumers seeking a higher level of service and a greater variety of products, we operate 324 supermarkets under the Metro and Metro Plus banners. The 255 discount stores operating under the Super C and Food Basics banners offer products at low prices to consumers who are both cost and quality-conscious. The Adonis banner, which currently has 15 stores, is specialized in fresh products as well as Mediterranean and Middle-Eastern products. The Corporation also operates Première Moisson, a banner specialized in premium quality artisan bakery, pastry, and deli products. Première Moisson sells its products to the Corporation's stores, to restaurants and other chains as well as directly to consumers in its 26 stores. The majority of the stores are owned by the Corporation or by structured entities and their financial statements are consolidated with those of the Corporation. Independent owners bound to the Corporation by leases or affiliation agreements operate a large number of Metro and Metro Plus stores. The Corporation supplies these stores and their purchases are included in our sales. The Corporation also acts as a distributor for independent neighbourhood grocery stores. Their purchases are included in the Corporation's sales.

The Corporation also acts as franchisor and distributor for 421 PJC Jean Coutu, PJC Health and PJC Health & Beauty pharmacies as well as 141 Brunet Plus, Brunet, Brunet Clinique, and Clini Plus pharmacies, held by pharmacist owners. The Corporation supplies these pharmacies and their purchases are included in our sales. The Corporation operates 77 pharmacies in Ontario under Metro Pharmacy and Food Basics Pharmacy banners and their sales are included in the Corporation's sales. Sales also include the supply of non-franchised pharmacies. The Corporation is also active in generic drug distribution through its subsidiary Pro Doc Ltée.

PURPOSE, MISSION AND STRATEGY

For more than 75 years, METRO has made its mark, first in Québec and then in Ontario and New Brunswick, by meeting the nutrition and health needs of the communities it serves. Its organic and acquisition-led growth has positioned it today as a leader in the food and pharmacy sectors in Eastern Canada.

The 2018 acquisition of The Jean Coutu Group strengthens METRO's position in the health sector. The combination of these two leading companies creates retail leader with more than $21 billion in revenues to meet the growing needs of consumers in food, pharma, health and beauty.

METRO's purpose is a reflection of its increased presence in health and represents its current reality and aspirations. For METRO, nourishing the health and well-being of our communities is the work our employees undertake with excellence, day after day, to feed and serve the people of the communities where we operate.

Our purpose is based on four pillars, which are anchored in our daily practices and ways. These guide our actions and decisions, allowing us to fulfill our mission of exceeding our customers' expectations every day to earn their long-term loyalty.

Customer focus

We put the customer at the center of all our decisions in each of our banners. Offering them the best experience as well as quality products at competitive prices and professional health services to help them live healthier lives are at the heart of our actions.

Best team

We strive to attract and retain the best talent by offering them opportunities for development and advancement in a collaborative, healthy and safe environment where they can achieve their full potential. In addition, we are committed to ensure that our employees make a difference at work and in the communities where we live and work.

Operational Excellence

We set high operating standards and are results-oriented. We measure our performance systematically to be agile to our customers' needs and the competition.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

Financial Discipline

We deliver the expected results and achieve our objectives by managing our resources optimally and by exercising strict financial control.

The annualized growth targets we will strive to achieve over the medium and long term are:

  • Sales growth between 2% and 4%;
  • Adjusted earnings before net financial costs and income taxes⁽¹⁾ growth between 4% and 6%;
  • Adjusted fully diluted net earnings per share⁽¹⁾ growth between 8% and 10%.

Our assumptions related to these performance targets include the following:

  • Ability to continue to execute our business model, our strategic plan and our capital plan;
  • Medium to long-term inflation rate (CPI) in line with historical levels;
  • Population growth rate remains stable;
  • No material change in the macro-economic or regulatory environment;
  • No material shift in the competitive landscape;
  • No material labour, supply chain or distribution center disruptions;
  • Ability to continue to deliver merchandising and promotional strategies that resonate with our customers;
  • Ability to continue to operate our distribution centers and stores efficiently and effectively.

The occurrence of certain risks could impact our ability to achieve our performance targets, notably disruptions in the supply chain, distribution centers or technological systems, a material labour shortage or conflict or an event that significantly tarnishes our brand or reputation. For further details see section "Risk management" of this report.

The foundation of our business strategy remains corporate responsibility and the continued integration of ESG factors into our business model. We aim⁽²⁾ to ensure that our actions bring value to METRO, and to our stakeholders - customers, employees, suppliers, shareholders and community partners.

⁽¹⁾ This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

⁽²⁾ See section on "Forward-looking Information"


metro

KEY PERFORMANCE INDICATORS

We evaluate the Corporation's overall performance using the following key indicators:

  • sales:
  • sales growth;
  • same-store sales growth;
  • average customer transaction size and number of transactions;
  • average weekly sales;
  • average weekly sales per square foot;
  • sales per hour worked by store to assess productivity;
  • percentage of sales represented by customers who are loyalty program members;
  • market share;
  • customer satisfaction;
  • gross margin percentage;
  • operating income before depreciation, amortization and impairment of assets as a percentage of sales;
  • adjusted earnings before net financial costs and income taxes$^{(1)}$ growth;
  • net earnings as a percentage of sales;
  • net earnings per share growth;
  • adjusted fully diluted net earnings per share$^{(1)}$ growth;
  • retail network investments:
  • dollar value and nature of store investments;
  • number of stores;
  • store square footage growth;
  • return on equity;
  • total shareholder returns.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

KEY ACHIEVEMENTS

Sales for Fiscal 2024 totalled $21,219.9 million, up 2.4% compared to $20,724.6 million for Fiscal 2023, and up 4.4% based on 52 weeks in 2023. Net earnings for Fiscal 2024 were $931.7 million compared with $1,018.8 million for Fiscal 2023, while fully diluted net earnings per share were $4.11 compared with $4.35 in 2023, down 8.5% and 5.5% respectively. Adjusted net earnings(1) for Fiscal 2024 totalled $972.9 million compared with $1,006.6 million for Fiscal 2023, down 3.3%. Adjusted fully diluted net earnings per share(1) for Fiscal 2024 amounted to $4.30 the same amount as Fiscal 2023. In 2023, the labour conflict at 27 Metro stores in the Greater Toronto Area had an unfavorable impact of approximately $27.0 million after-tax or $0.12 per share and the 53rd week had a favorable impact of $27.0 million net of tax or $0.12 per share.

We realized several achievements over the fiscal year, including the following major ones:

  • With the second phase of our Fresh distribution centre in Toronto now fully operational, the final milestone of METRO's seven-year, nearly billion-dollar modernization project has been reached. Initiated in 2017, the project has included investments in a new automated fresh and frozen distribution centre in Terrebonne, Quebec that opened in 2023, the expansion of the fresh produce distribution centre in Laval, Quebec, and the construction of two new automated distribution centres in Toronto – a frozen facility that opened in 2022, and the fresh facility completed in 2024.
  • Last October, we launched the Moi Rewards program in Ontario, in partnership with RBC and its Avion Rewards program. The Ontario launch is an evolution of the Moi program that follows the successful 2023 launch of METRO's Moi coalition loyalty program in Quebec. Most recently, the 2024 Leger Wow Survey ranked Moi as the most widely used loyalty program in Quebec, with 79% of METRO customers actively engaging with the program and experiencing its benefits. The number of memberships in Ontario has already reached over 1,000,000 since the launch last October, a sign that the program is well received by our customers.
  • We continued to invest in our retail network. In Quebec, we opened four new Super C stores, converted three Metro stores to Super C, relocated one Metro store, and, with our affiliated retailers, carried out major renovations and expansions at seven other stores. In Ontario, we opened one Metro store, one Food Basics store, relocated one Food Basics store, and completed major renovations at four other stores. On the pharmacy side, we opened three stores, relocated three, converted two, and carried out major renovations in 13 stores.
  • Over the past year, pharmacists in the Jean Coutu and Brunet networks carried out more than 3 million consultations related to their expanded field of practice. Added to this are the millions of recommendations they provide daily, helping to ease the pressure on the healthcare system. At a time when patients are turning more and more to pharmacists, the recent adoption of Bill 67, which aims to expand the professional practice of pharmacists, constitutes a recognition of their role as front-line health professionals, a role that is bound to continue to grow and become more prominent in the years to come.
  • In 2024, METRO continued to grow its e-commerce services with the expansion of the click and collect service to 63 stores in the Food Basics banner in Ontario. At the end of Fiscal 2024, 231 Metro, 92 Super C stores and 311 PJC pharmacies now offer the pick-up service. Metro.ca has also expanded its delivery service through its partnership with Instacart, offering the delivery service to 46 new locations in Ontario & Quebec, as well as adding more same-day delivery capacity. METRO has also redesigned and launched one new transactional mobile application for the Super C banner. We have also expanded the delivery service to our pharmaceutical banners, Jean-Coutu and Brunet, via the Uber Eats app. Customers can place orders for same-day delivery at nearly 330 Jean Coutu and Brunet stores and receive their order in as little as two hours.
  • The market research and analytics firm Léger revealed last April the ranking of the most admired companies by Quebecers. The Jean Coutu banner once again secured the top position this year in the retail sector and the second position in the overall ranking for Quebec. Jean Coutu is the only pharmacy banner to have made it into the top 10. It also ranked second in the Quebec Employer Rankings.
  • METRO private labels once again stood out at the 31st Canadian Grand Prix New Product Awards, winning a total of 8 awards, the highest among all retailers, recognizing our products as the best innovations of the year in Canada. Organized by the Retail Council of Canada, this prestigious competition showcases the finest industry innovations across the country.
  • We are halfway through implementing our 2022-2026 Corporate Responsibility (CR) plan. Once again this year, we have made progress on our priorities and are on track to achieve most of our objectives. Environmental, social and governance (ESG) issues are subject to increasing regulation, and we are preparing for the many impending legislative changes. The publication of our first Report under the Fighting Against Forced Labour and

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

Child Labour in Supply Chains Act is a good example of this. We continue to assess the practices of our suppliers, thus improving transparency within our supply chain, thanks to our ongoing partnership with Sphera, formerly SupplyShift. In 2024, we also made additional efforts to reduce single-use plastic, including taking part in a pilot project in Ontario to share reusable containers. In terms of climate change, we disclosed for the first time our results against our five near-term science-based greenhouse gas emission reduction targets set for 2023. Our efforts to reduce waste have also paid off: for the first year, we have seen a significant improvement in our diversion rate, both in our stores and in our distribution centres. In addition, we continued our community investment strategy and increased our corporate donations compared with 2023.

  • At METRO, community investment is deeply rooted in our values and is an integral part of our corporate responsibility approach. It represents an important lever to reflect and live our purpose: Nourishing the health and well-being of our communities. It is in this context, and with the ambition to create a legacy in the communities where we have been established for over 75 years, that we announced the creation of a community network of shared kitchens across Quebec, in collaboration with Banques Alimentaires du Québec (BAQ). Through this initiative, METRO aims to build collective gathering spaces at the heart of communities to provide better access to healthy food for those experiencing food insecurity. These shared kitchens will be multifunctional spaces that users can utilize for various purposes: offering culinary education workshops, organizing collective cooking groups, facilitating access to healthy and nutritious food through innovative programs, fostering a sense of belonging to their community, and breaking isolation, for example.
  • METRO is committed to adopting short-term, science-based greenhouse gas (GHG) emissions reduction targets for its direct and indirect emissions. METRO and FLO, a leading North American electric vehicle (EV) charging company and smart charging solutions provider, announced a new partnership to provide fast charging at more than 130 Metro, Super C, Food Basics and Marché Adonis grocery store locations across Quebec and Ontario. Through this partnership, we are taking action to reduce our indirect emissions linked to the transport of our customers, while contributing to the collective effort of transition towards a more low-carbon economy. The partnership, which will install at least 500 fast charging ports, will ensure EV drivers have access to fast charging in convenient and accessible places, keeping them charged up and on the road.
  • METRO was awarded the Maurice-Pollack Prize, which recognizes the exceptional efforts of a company in managing ethnocultural diversity, in the category of "Large Companies (employing 250 or more people)". This award highlights the METRO team, which includes nearly 19% of workers who are immigrants or from ethnocultural minorities. In addition to providing a healthy, respectful, and inclusive work environment for its staff from diverse backgrounds, METRO develops innovative practices in diversity and inclusion, while setting concrete goals to increase the representation of individuals from cultural diversity in its management teams.

EVENTS AFTER THE REPORTING PERIOD

On November 27, 2024, the Corporation issued through a private placement Series L unsecured senior notes in the aggregate principal amount of $500.0 million, bearing interest at a fixed nominal rate of 3.998%, maturing on November 27, 2029. On December 2, 2024, the Corporation redeemed all of the Series J notes, bearing interest at a fixed nominal rate of 1.92%, in the amount of $300.0 million that matured on the same day.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

SELECTED ANNUAL INFORMATION

(Millions of dollars, unless otherwise indicated) 2024 2023 Change 2022 Change
(52 weeks) (53 weeks) % (52 weeks) %
Sales 21,219.9 20,724.6 2.4 18,888.9 9.7
Net earnings attributable to equity holders of the parent 928.8 1,014.8 (8.5) 846.1 19.9
Net earnings attributable to non-controlling interests 2.9 4.0 (27.5) 3.4 17.6
Net earnings 931.7 1,018.8 (8.5) 849.5 19.9
Basic net earnings per share 4.13 4.36 (5.3) 3.53 23.5
Fully diluted net earnings per share 4.11 4.35 (5.5) 3.51 23.9
Adjusted net earnings(1) 972.9 1,006.6 (3.3) 922.1 9.2
Adjusted fully diluted net earnings per share(1) 4.30 4.30 3.82 12.6
Return on equity(1) (%) 13.4 15.2 13.0
Dividends per share (Dollars) 1.3075 1.1825 10.6 1.0750 10.0
Total assets 14,140.6 13,865.3 2.0 13,401.3 3.5
Current and non-current portions of debt 2,674.3 2,665.6 0.3 2,342.8 13.8

Sales for Fiscal 2024 totalled $21,219.9 million, up 2.4% compared to $20,724.6 million for Fiscal 2023, and up 4.4% based on 52 weeks in 2023.

Net earnings for Fiscal 2024, 2023 and 2022 totalled $931.7 million, $1,018.8 million and $849.5 million, respectively, while fully diluted net earnings per share amounted to $4.11, $4.35 and $3.51. Taking into account the items relating to Fiscal 2024 and 2023 shown in the "Net earnings and fully diluted net earnings per share (EPS) adjustments" table in the "Operating results" section, as well as for Fiscal 2022, loss on impairment of a loyalty program, adjusted net earnings(1) for Fiscal 2024 stood at $972.9 million compared with $1,006.6 million for Fiscal 2023 and $922.1 million for Fiscal 2022, while adjusted fully diluted net earnings per share(1) was $4.30 for 2024 and 2023 and $3.82 for 2022, flat and up 12.6% respectively.

OUTLOOK(2)

As we begin our 2025 fiscal year, the significant investments in the modernization of our supply chain are largely behind us, and we are now focused on realizing efficiency gains and improving the service to our store network. These investments have also positioned us well for growth through the expansion of our retail network in the years ahead. We expect to gradually resume our profit growth in Fiscal 2025 and we maintain our publicly disclosed annual growth target of between 8% and 10% of adjusted fully diluted net earnings per share(1) over the medium and long term.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

OPERATING RESULTS

SALES

Sales for Fiscal 2024 totalled $21,219.9 million, up 2.4% compared to $20,724.6 million for Fiscal 2023, and up 4.4% based on 52 weeks in 2023, driven by higher sales in our retail network this year and the negative impact of a labour conflict at 27 Metro stores in the Greater Toronto Area in the fourth quarter of 2023. Food same-store sales(1) were up 2.7% (up 7.6% in 2023). Online food sales(1) in 2024 increased by 45.6% compared to last year, mostly driven by higher partnership sales while online food sales(1) increased by 78.0% in 2023. Pharmacy same-store sales(1) were up 5.2% (6.5% in 2023), with a 6.4% increase in prescription drugs(1) and a 2.6% increase in front-store sales(1).

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF ASSETS

This earnings measurement excludes financial costs, taxes, depreciation, amortization and impairment of assets.

Operating income before depreciation, amortization and impairment of assets for Fiscal 2024 totalled $1,987.0 million or 9.4% of sales, up 0.9% versus Fiscal 2023. Fiscal 2024 included gains on disposal of assets of $6.8 million versus gains of $4.2 million last year.

Gross margin(1) for Fiscal 2024 was 19.7%, unchanged versus last year.

Operating expenses as a percentage of sales for Fiscal 2024 were 10.4% versus 10.2% for Fiscal 2023. The increase in operating expenses is mainly due to the commissioning of our new automated distribution centre for fresh and frozen products in Terrebonne and the launch of the final phase of our fresh distribution centre in Toronto.

DEPRECIATION AND AMORTIZATION

Total depreciation and amortization expense for Fiscal 2024 was $570.4 million versus $525.2 million for Fiscal 2023. The increase in depreciation and amortization expense is mainly due to the commissioning of our new automated distribution centre for fresh and frozen products in Terrebonne and the final phase of our fresh distribution centre in Toronto.

IMPAIRMENT OF ASSETS

During Fiscal 2024, the Corporation recorded $20.8 million of impairment of assets resulting from the decision to have Metro stores in Ontario withdraw from the Air Miles® loyalty program in the summer of 2024. This impairment represents the entire carrying value of the loyalty program asset.

NET FINANCIAL COSTS

Net financial costs for Fiscal 2024 were $145.7 million versus 122.6 million for Fiscal 2023. The increase is mainly due to an increase in average debt and lower capitalized interest related to our distribution center automation projects.

INCOME TAXES

The income tax expense of $318.4 million for Fiscal 2024 represented an effective tax rate of 25.5% compared with an income tax expense of $303.0 million for Fiscal 2023 which represented an effective tax rate of 22.9%. The increase in the effective tax rate in 2024 is mainly attributable to a favorable $40.7 million income tax entry in respect of prior years recorded in the third quarter of Fiscal 2023.

NET EARNINGS AND ADJUSTED NET EARNINGS(1)

Net earnings for Fiscal 2024 were $931.7 million compared with $1,018.8 million for Fiscal 2023, while fully diluted net earnings per share were $4.11 compared with $4.35 in 2023, down 8.5% and 5.5% respectively. Excluding the specific items shown in the table below, adjusted net earnings(1) for Fiscal 2024 totalled $972.9 million compared with $1,006.6 million for Fiscal 2023, down 3.3%. Adjusted fully diluted net earnings per share(1) for Fiscal 2024 amounted to $4.30 the same amount as Fiscal 2023. In 2023, the labour conflict at 27 Metro stores in the Greater Toronto Area had an unfavorable impact of approximately $27.0 million after-tax or $0.12 per share and the 53rd week had a favorable impact of $27.0 million net of tax or $0.12 per share.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

Net earnings and fully diluted net earnings per share (EPS) adjustments $^{(1)}$

| | 2024
(52 weeks) | | 2023
(53 weeks) | | Change (%) | |
| --- | --- | --- | --- | --- | --- | --- |
| | Net earnings
(Millions of dollars) | Fully diluted EPS
(Dollars) | Net earnings
(Millions of dollars) | Fully diluted EPS
(Dollars) | Net earnings | Fully diluted EPS |
| Per financial statements | 931.7 | 4.11 | 1,018.8 | 4.35 | (8.5) | (5.5) |
| Loss on impairment of a loyalty program, net of taxes of $2.7 | 18.1 | | — | | | |
| Gain on disposal of an investment in an associate, net of taxes of $1.6 | (5.4) | | — | | | |
| Amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition, net of taxes of $10.2 | 28.5 | | 28.5 | | | |
| Favorable tax adjustment in respect of prior years | — | | (40.7) | | | |
| Adjusted measures^{(1)} | 972.9 | 4.30 | 1,006.6 | 4.30 | (3.3) | — |

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

QUARTERLY HIGHLIGHTS

(Millions of dollars, unless otherwise indicated) 2024 2023 Change (%)
Sales
Q1^{(3)} 4,974.2 4,670.9 6.5
Q2^{(3)} 4,655.5 4,554.5 2.2
Q3^{(4)} 6,651.8 6,427.5 3.5
Q4^{(5)} 4,938.4 5,071.7 (2.6)
Fiscal 21,219.9 20,724.6 2.4
Net earnings
Q1^{(3)} 228.5 231.1 (1.1)
Q2^{(3)} 187.1 218.8 (14.5)
Q3^{(4)} 296.2 346.7 (14.6)
Q4^{(5)} 219.9 222.2 (1.0)
Fiscal 931.7 1,018.8 (8.5)
Adjusted net earnings^{(1)}
Q1^{(3)} 235.0 237.6 (1.1)
Q2^{(3)} 206.4 225.4 (8.4)
Q3^{(4)} 305.0 314.8 (3.1)
Q4^{(5)} 226.5 228.8 (1.0)
Fiscal 972.9 1,006.6 (3.3)
Fully diluted net earnings per share (Dollars)
Q1^{(3)} 0.99 0.97 2.1
Q2^{(3)} 0.83 0.93 (10.8)
Q3^{(4)} 1.31 1.49 (12.1)
Q4^{(5)} 0.98 0.96 2.1
Fiscal 4.11 4.35 (5.5)
Adjusted fully diluted net earnings per share^{(1)} (Dollars)
Q1^{(3)} 1.02 1.00 2.0
Q2^{(3)} 0.91 0.96 (5.2)
Q3^{(4)} 1.35 1.35
Q4^{(5)} 1.02 0.99 3.0
Fiscal 4.30 4.30

(3) 12 weeks
(4) 16 weeks
(5) 12 weeks for 2024 and 13 weeks for 2023

Sales in the first quarter of Fiscal 2024 ended on December 23, 2023 were $4,974.2 million, up 6.5% versus the first quarter of the prior year which ended on December 17, 2022. Food same-store sales(1) were up 6.1% (7.5% in the first quarter of 2023), and up 3.4% when adjusting for the Christmas shift. Our food basket inflation was about 4.0%, lower than reported CPI and down from 5.5% in the previous quarter. Pharmacy same-store sales(1) were up 3.9% (7.7% in the first quarter of 2023), with a 6.6% increase in prescription drugs(1) and a 1.2% decrease in front-store sales(1), as we cycled very high sales last year due to an exceptionally strong cough and cold season.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"
(2) See section on "Forward-looking Information"


metro

Sales in the second quarter of Fiscal 2024 ended on March 16, 2024 were $4,655.5 million, up 2.2% versus the second quarter of the prior year which ended on March 11, 2023, driven by higher sales in our retail network. Our food basket inflation was about 3.0%, down from 4.0% in the previous quarter. Food same-store sales(1) were up 0.2% in the second quarter of Fiscal 2024 (5.8% in the second quarter of 2023), and up 2.7% when adjusting for the Christmas shift. Pharmacy same-store sales(1) were up 5.9% (7.3% in the second quarter of 2023), with a 6.0% increase in prescription drugs(1) and a 5.8% increase in front-store sales(1), driven by a strong cough and cold season and effective merchandising strategies.

Sales in the third quarter of Fiscal 2024 ended on July 6, 2024 were $6,651.8 million, up 3.5% versus the third quarter of the prior year which ended on July 1, 2023, driven by higher sales in our retail network. Our food basket inflation was slightly lower than the reported CPI for food purchased from stores of 1.1%. Food same-store sales(1) were up 2.4% in the third quarter of Fiscal 2024 (9.4% in the third quarter of 2023). Pharmacy same-store sales(1) were up 5.2% (5.9% in the third quarter of 2023), with a 6.3% increase in prescription drugs(1) and a 3.0% increase in front-store sales(1), primarily driven by over-the-counter products, cosmetics and health and beauty.

Sales in the fourth quarter of Fiscal 2024 ended on September 28, 2024 were $4,938.4 million, down 2.6% versus the fourth quarter of the prior year, and up 5.7% based on 12 weeks in 2023, driven by higher sales in our retail network this year and the negative impact of a labour conflict at 27 Metro stores in the Greater Toronto Area in the fourth quarter of 2023. Our food basket inflation was slightly higher than the reported CPI for food purchased from stores of 1.7%. Food Same-store sales(1) were up 2.2% in the fourth quarter of Fiscal 2024 (6.8% in the fourth quarter of 2023). Online food sales(1) were up 27.6% versus the comparable 12-week period last year (116.0% in the fourth quarter of 2023). Pharmacy same-store sales(1) were up 5.7% (5.5% in the fourth quarter of 2023), with a 6.8% increase in prescription drugs(1) and a 3.3% increase in front-store sales(1), primarily driven by over-the-counter products, cosmetics and health and beauty.

Net earnings for the first quarter of Fiscal 2024 were $228.5 million compared with $231.1 million for the corresponding quarter of 2023, while fully diluted net earnings per share were $0.99 compared with $0.97 in 2023, down 1.1% and up 2.1% respectively. Adjusted net earnings(1) for the first quarter of Fiscal 2024 totalled $235.0 million compared with $237.6 million for the corresponding quarter of 2023 and adjusted fully diluted net earnings per share(1) were $1.02 versus $1.00, down 1.1% and up 2.0% respectively. The first quarters of 2024 and 2023 included an adjustment for the pre-tax amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition of $8.9 million as well as the income taxes relating to this item.

Net earnings for the second quarter of Fiscal 2024 were $187.1 million compared with $218.8 million for the corresponding quarter of 2023, while fully diluted net earnings per share were $0.83 compared with $0.93 in 2023, down 14.5% and 10.8% respectively. Adjusted net earnings(1) for the second quarter of Fiscal 2024 totalled $206.4 million compared with $225.4 million for the corresponding quarter of 2023 and adjusted fully diluted net earnings per share(1) were $0.91 versus $0.96, down 8.4% and 5.2% respectively. The second quarters of 2024 and 2023 included an adjustment for the pre-tax amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition of $8.9 million and the second quarter of 2024 also included a loss on the impairment of a loyalty program of $20.8 million and a gain on disposal of an investment in an associate of $7.0 million, as well as the income taxes relating to these items.

Net earnings for the third quarter of Fiscal 2024 were $296.2 million compared with $346.7 million for the corresponding quarter of 2023, while fully diluted net earnings per share were $1.31 compared with $1.49 in 2023, down 14.6% and 12.1% respectively. Adjusted net earnings(1) for the third quarter of Fiscal 2024 totalled $305.0 million compared with $314.8 million for the corresponding quarter of 2023, down 3.1% and adjusted fully diluted net earnings per share(1) were $1.35, the same amount as the corresponding quarter of 2023. The third quarters of 2024 and 2023 included an adjustment for the pre-tax amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition of $11.9 million, as well as the income taxes relating to this item and the third quarter of 2023 also included an adjustment for a favorable $40.7 million income tax entry in respect of prior years.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

Net earnings for the fourth quarter of Fiscal 2024 were $219.9 million compared with $222.2 million for the corresponding quarter of 2023, while fully diluted net earnings per share were $0.98 compared with $0.96 in 2023, down 1.0% and up 2.1% respectively. Adjusted net earnings(1) for the fourth quarter of Fiscal 2024 totalled $226.5 million compared with $228.8 million for the corresponding quarter of 2023, down 1.0%. Adjusted fully diluted net earnings per share(1) for the fourth quarter of Fiscal 2024 were $1.02, versus $0.99 in 2023, up 3.0%. In the fourth quarter of 2023, the labour conflict at 27 Metro stores in the Greater Toronto Area had an unfavorable impact of approximately $27.0 million after-tax or $0.12 per share and the 13th week had a favorable impact of $27.0 million net of tax or $0.12 per share. The fourth quarters of 2024 and 2023 included an adjustment for the pre-tax amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition of $9.0 million, as well as the income taxes relating to this item.

2024 2023
(Millions of dollars) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Net earnings 228.5 187.1 296.2 219.9 231.1 218.8 346.7 222.2
Loss on impairment of a loyalty program, net of taxes 18.1
Gain on disposal of an investment in an associate, net of taxes (5.4)
Amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition, net of taxes 6.5 6.6 8.8 6.6 6.5 6.6 8.8 6.6
Favorable tax adjustment in respect of prior years (40.7)
Adjusted net earnings(1) 235.0 206.4 305.0 226.5 237.6 225.4 314.8 228.8
2024 2023
--- --- --- --- --- --- --- --- ---
(Dollars) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Fully diluted net earnings per share 0.99 0.83 1.31 0.98 0.97 0.93 1.49 0.96
Adjustments impact 0.03 0.08 0.04 0.04 0.03 0.03 (0.14) 0.03
Adjusted fully diluted net earnings per share(1) 1.02 0.91 1.35 1.02 1.00 0.96 1.35 0.99

CASH POSITION

OPERATING ACTIVITIES

Operating activities generated cash inflows of $1,680.0 million in Fiscal 2024 compared with $1,563.5 million in Fiscal 2023. The increase is mainly due to changes in non-cash working capital items during the year compared to last year.

INVESTING ACTIVITIES

In Fiscal 2024, investing activities required cash outflows of $456.4 million compared with $572.5 million for Fiscal 2023. This difference stemmed mainly from lower investments in tangible and intangible assets and goodwill of $100.2 million in 2024 notably due to our investment in our automated distribution center in Terrebonne in Fiscal 2023.

During 2024, we and our retailers opened 9 stores, carried out major expansions and renovations of 11 stores, 2 stores were relocated and 5 stores were closed for a net increase of 318,100 square feet or 1.5% of our food retail network.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

FINANCING ACTIVITIES

Financing activities required cash outflows of $1,223.7 million in Fiscal 2024 compared with $974.9 million in Fiscal 2023. This difference is mainly due to lower debt increase of $173.4 million and higher debt repayments of $148.2 million in 2024 compared to 2023, partially offset by lower share repurchases in 2024.

FINANCIAL POSITION

We do not anticipate(2) any liquidity risk and consider our financial position at the end of Fiscal 2024 as very solid. We had an unused authorized revolving credit facility of $564.6 million.

At the end of Fiscal 2024, the main elements of our debt were as follows:

Interest Rate Maturity Notional (Millions of dollars)
Revolving Credit Facility Rates fluctuate with changes in bankers' acceptance rates October 27, 2028 35.4
Series J Notes 1.92% fixed nominal rate December 2, 2024 300.0
Series G Notes 3.39% fixed nominal rate December 6, 2027 450.0
Series K Notes 4.66% fixed nominal rate February 7, 2033 300.0
Series B Notes 5.97% fixed nominal rate October 15, 2035 400.0
Series D Notes 5.03% fixed nominal rate December 1, 2044 300.0
Series H Notes 4.27% fixed nominal rate December 4, 2047 450.0
Series I Notes 3.41% fixed nominal rate February 28, 2050 400.0

On November 27, 2024, the Corporation issued through a private placement Series L unsecured senior notes in the aggregate principal amount of $500.0 million, bearing interest at a fixed nominal rate of 3.998%, maturing on November 27, 2029. On December 2, 2024, the Corporation redeemed all of the Series J notes, bearing interest at a fixed nominal rate of 1.92%, in the amount of $300.0 million that matured on the same day. For more details, see the Events after the reporting period section.

On February 6, 2023, the Corporation issued through a private placement Series K unsecured senior notes in the aggregate principal amount of $300.0 million, bearing interest at a fixed nominal rate of 4.66%, maturing on February 7, 2033. In anticipation of this issuance, on November 14, 2022, the Corporation entered into a bond forward contract designated as cash flow hedge on a component of a highly probable future debt issuance in the amount of $250.0 million that effectively locked-in a 10-year fixed interest rate of 2.996%. The effective part of the loss on the hedging instrument was recognized in Other Comprehensive Income. Following the Series K Notes issuance, the amounts accumulated in equity were reclassified to net financial costs on a linear basis over the life of the debt.

During Fiscal 2022, the Corporation entered into a $300.0 million interest rate swap effectively locking in a floating rate of interest of 11 basis points (0.11%) over the 3-month bankers' acceptance rate (CDOR) over the life of the Series J Notes. As at September 28, 2024, the balance of the Series J unsecured senior notes was $298.8 million ($288.9 million as at September 30, 2023), reflecting an increase in fair value adjustments relating to interest rate swaps designated as fair value hedges of $9.9 million in 2024 (increase of $3.8 million in 2023).

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

CAPITAL STOCK

Common Shares issued
(Thousands) 2024 2023
Balance – beginning of year 228,949 236,929
Share redemption (6,680) (8,170)
Stock options exercised 433 190
Balance – end of year 222,702 228,949
Balance as at December 4, 2024 and December 1st, 2023 222,115 228,236
Treasury shares
--- --- ---
(Thousands) 2024 2023
Balance – beginning of year 296 335
Acquisition 105 99
Release (113) (138)
Balance – end of year 288 296
Balance as at December 4, 2024 and December 1st, 2023 288 296

STOCK OPTIONS PLAN

As at December 4, 2024 As at September 28, 2024 As at September 30, 2023
Stock options (Thousands) 1,996 2,179 2,226
Exercise prices (Dollars) 41.16 to 77.75 41.16 to 77.75 40.23 to 77.75
Weighted average exercise price (Dollars) 62.61 61.15 56.42

PERFORMANCE SHARE UNIT PLAN

As at December 4, 2024 As at September 28, 2024 As at September 30, 2023
Performance share units (Thousands) 564 571 572

NORMAL COURSE ISSUER BID PROGRAM

Under the normal course issuer bid program covering the period between November 27, 2023 and November 26, 2024, the Corporation repurchased 7,000,000 Common Shares at an average price of $72.90, for a total consideration of $510.3 million.

The Corporation decided to renew the issuer bid program as an additional option for using excess funds. Thus, the Corporation will be able to repurchase, in the normal course of business, between November 27, 2024 and November 26, 2025, up to 10,000,000 of its Common Shares representing approximately 4.5% of its issued and outstanding shares on November 14, 2024. Repurchases will be made through the facilities of the Toronto Stock Exchange at market price, in accordance with its policies and regulations, or through the facilities of alternative trading systems as well as by other means as may be permitted by a securities regulatory authority, including by private agreements. Between November 27, 2024 and December 4, 2024, the Corporation has repurchased 50,000 Common Shares at an average price of $92.22 for a total consideration of $4.6 million.

DIVIDEND

For the 30th consecutive year, the Corporation paid quarterly dividends to its shareholders. The annual dividend increased by 10.6%, to $1.3075 per share compared to $1.1825 in 2023, for total dividends of $294.6 million in 2024 compared to $275.0 million in 2023.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

SHARE TRADING

The value of METRO shares remained in the $65.43 to $87.22 range throughout Fiscal 2024 ($67.09 to $78.90 in 2023). A total of 113.0 million shares traded on the TSX during this fiscal year (118.6 million in 2023). The closing price on Friday, September 27, 2024 was $84.84, compared to $70.54 at the end of Fiscal 2023. Since fiscal year-end, the value of METRO shares has remained in the $81.01 to $93.19 range. The closing price on December 4, 2024 was $92.78. METRO shares have maintained sustained growth over the last 10 years.

COMPARATIVE SHARE PERFORMANCE (10 YEARS)*

img-0.jpeg

CONTINGENCIES

In the normal course of business, various proceedings and claims are instituted against the Corporation. The Corporation contests the validity of these claims and proceedings and at this stage, the Corporation does not believe(2) that these matters will have a material effect on the Corporation's financial position or on consolidated earnings. However, since any litigation involves uncertainty, it is not possible to predict the outcome of these claims or the amount of potential losses. No accruals or provisions for contingent losses have been recognized in the Corporation's annual consolidated financial statements.

In May 2019, two (2) proposed class actions relating to opioids were filed in Ontario and in Québec by opioid end users against a large group of defendants including, in Québec, a subsidiary of the Corporation, Pro Doc, and, in Ontario, Pro Doc and Jean Coutu Group. In December 2023, the Ontario Superior Court of Justice dismissed the class action against Pro Doc, Jean Coutu Group and the distributor defendants. As plaintiff did not appeal the decision, this decision is therefore final. In April 2024, the Quebec Superior Court authorized the class action, the authorization process being merely a procedural step and the judgment in no way decides the case on the merits.

In February 2020, a proposed class action relating to opioids was filed in British Columbia by opioid end users against a large group of defendants including subsidiaries of the Corporation, Pro Doc and Jean Coutu Group. In April 2021, a proposed class action relating to opioids was filed in Alberta by the City of Grande Prairie (Alberta) and the City of Brantford (Ontario). That proposed class action, amended in late November 2024, is made against multiple

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 16 -

metro

defendants, including the Corporation, Pro Doc and Jean Coutu Group. In September 2021, multiple defendants, including Pro Doc and Jean Coutu Group, were served with a proposed class action relating to opioids and filed by the Peter Ballantyne Cree Nation and the Lac La Ronge Indian Band, in Saskatchewan. The allegations in these proposed class actions are similar to the allegations contained in the proposed class action filed by the Province of British Columbia in August 2018 against numerous manufacturers and distributors of opioids, including subsidiaries of the Corporation, Pro Doc and Jean Coutu Group. All these proposed class actions contain allegations of breach of the Competition Act, of fraudulent misrepresentation and deceit, and negligence. The Province of British Columbia seeks damages (unquantified) on behalf of all federal, provincial and territorial governments and agencies for expenses allegedly incurred in paying for opioid prescriptions and other healthcare costs that would be related to opioid addiction and abuse while the Québec claim and the British Columbia proposed claim filed by opioid end users seek recovery of damages on behalf of opioid end users in general. The City of Grande Prairie, on its behalf and on behalf of all Canadian municipalities and local governments, seeks damages which are unquantified in relation to public safety, social service, and criminal justice costs allegedly incurred due to the opioid crisis. The Peter Ballantyne Cree Nation and the Lac La Ronge Indian Band are attempting a similar recourse, claiming unquantified damages from multiple defendants on their own behalf and on behalf of all Indigenous, First Nations, Inuit and Metis communities and governments in Canada. The Corporation believes(2) these proceedings are without merits and that, in certain cases, there is no jurisdiction. No provisions for contingent losses have been recognized in the Corporation's annual financial statements.

In 2017, the Canadian Competition Bureau began an investigation into the supply and sale of commercial bread which involves certain Canadian suppliers and retailers, including the Corporation. Based on the information available to date, the Corporation does not believe that it or any of its employees have violated the Competition Act. Proposed class-action lawsuits have also been filed against the Corporation, suppliers and other retailers. On December 19, 2019, the Québec Superior Court granted the application for authorization to institute one of these class actions, the authorization process being merely a procedural step and the judgment in no way decides the case on the merits. On December 31, 2021, the Ontario Superior Court of Justice partially certified another of these class actions. The Corporation is contesting all these actions at the certification and on the merits. No provisions for contingent losses have been recognized in the Corporation's annual consolidated financial statements.

During the 2016 fiscal year, an application for authorization to institute a class action was served on Jean Coutu Group by Sopropharm, an association incorporated under the Professional Syndicates Act of which certain franchised drugstore owners of the Jean Coutu Group are members. The application seeks to have the class action authorized in the form of a declaratory action seeking amongst others (i) to set aside certain contractual provisions of the Jean Coutu Group's standard franchise agreements, including the clause providing for the payment of royalties on sales of medication by franchised establishments; (ii) to restore certain benefits; and (iii) to reduce certain contractual obligations. On November 1, 2018, the Québec Superior Court granted the application for authorization to institute a class action, the authorization process being merely a procedural step and the judgment in no way decides the case on the merits. The Corporation contests this action on the merits. No provisions for contingent losses have been recognized in the Corporation's annual consolidated financial statements.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 17 -

metro

SOURCES OF FINANCING

Our operating activities generated in 2024 cash flows in the amount of $1,680.0 million. These cash flows were used to finance our investing activities, including $579.7 million in fixed asset and intangible asset and goodwill acquisitions, to redeem shares for an amount of $478.2 million, to pay dividends of $294.6 million, to reimburse interest on debt of $132.0 million and to pay lease liabilities (principal and interest), net of payments and interest received from subleases totalling $209.9 million, as well as to carry out other investing and financing activities.

At the end of Fiscal 2024, our financial position mainly consisted of cash and cash equivalents in the amount of $29.4 million, an unused authorized Revolving Credit Facility of $564.6 million maturing in 2028, Series J Notes in the amount of $300.0 million maturing in 2024, Series G Notes in the amount of $450.0 million maturing in 2027, Series K Notes in the amount of $300.0 million maturing in 2033, Series B Notes in the amount of $400.0 million maturing in 2035, Series D Notes in the amount of $300.0 million maturing in 2044, Series H Notes in the amount of $450.0 million maturing in 2047 and Series I Notes in the amount of $400.0 million maturing in 2050.

We believe(2) that cash flows from next year's operating activities will be sufficient to finance the Corporation's current investing activities.

CONTRACTUAL OBLIGATIONS

Payment commitments by fiscal year (capital and interest)

(Millions of dollars) Facility and loans Notes Lease liabilities Service contract commitments Total
2025 20.0 402.0 326.8 136.5 885.3
2026 41.8 101.1 297.9 122.5 563.3
2027 4.1 101.1 258.7 106.3 470.2
2028 2.4 538.4 221.2 26.8 788.8
2029 2.0 85.8 180.3 5.7 273.8
2030 and thereafter 47.7 2,897.4 579.6 1.0 3,525.7
118.0 4,125.8 1,864.5 398.8 6,507.1

RELATED PARTY TRANSACTIONS

During Fiscal 2024, we supplied pharmacies held by a member of the Board of Directors and by an officer of the corporation. These transactions were carried out in the normal course of business and recorded at exchange value. They are itemized in note 23 to the consolidated financial statements.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

FOURTH QUARTER

| (Millions of dollars, except for net earnings per share) | 2024
(12 weeks) | 2023
(13 weeks) | Change (%) |
| --- | --- | --- | --- |
| Sales | 4,938.4 | 5,071.7 | (2.6) |
| Operating income before depreciation, amortization and impairment of assets | 459.6 | 448.0 | 2.6 |
| Net earnings | 219.9 | 222.2 | (1.0) |
| Adjusted net earnings(1) | 226.5 | 228.8 | (1.0) |
| Fully diluted net earnings per share | 0.98 | 0.96 | 2.1 |
| Adjusted fully diluted net earnings per share(1) | 1.02 | 0.99 | 3.0 |
| Cash flows from: | | | |
| Operating activities | 456.7 | 387.1 | — |
| Investing activities | (150.1) | (207.6) | — |
| Financing activities | (282.5) | (174.7) | — |

OPERATING RESULTS

SALES

Sales in the fourth quarter of Fiscal 2024 ended on September 28, 2024 were $4,938.4 million, down 2.6% versus the fourth quarter of the prior year, and up 5.7% based on 12 weeks in 2023, driven by higher sales in our retail network this year and the negative impact of a labour conflict at 27 Metro stores in the Greater Toronto Area in the fourth quarter of 2023. Our food basket inflation was slightly higher than the reported CPI for food purchased from stores of 1.7%.

Food same-store sales(1) were up 2.2% in the fourth quarter of Fiscal 2024 (6.8% in the fourth quarter of 2023). Online food sales(1) were up 27.6% versus the comparable 12-week period last year (116.0% in the fourth quarter of 2023). Pharmacy same-store sales(1) were up 5.7% (5.5% in the fourth quarter of 2023), with a 6.8% increase in prescription drugs(1) and a 3.3% increase in front-store sales(1), primarily driven by over-the-counter products, cosmetics and health and beauty.

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF ASSETS

This earnings measurement excludes financial costs, taxes, depreciation, amortization and impairment of assets.

Operating income before depreciation and amortization and impairment of assets for the fourth quarter of Fiscal 2024 totalled $459.6 million, or 9.3% of sales, an increase of 2.6% versus the corresponding quarter of Fiscal 2023.

Gross margin(1) for the fourth quarter of Fiscal 2024 was 19.7% versus 19.5% for the corresponding quarter of 2023.

Operating expenses as a percentage of sales for the fourth quarter Fiscal 2024 were 10.4% versus 10.7% in the corresponding quarter of 2023. Excluding the impact of the labour conflict last year, our operating expense as a percentage of sales for the fourth quarter of Fiscal 2023 would have been similar to this year.

DEPRECIATION AND AMORTIZATION

Total depreciation and amortization expense for the fourth quarter of 2024 was $135.8 million versus $125.0 million for the corresponding quarter of 2023. The increase in depreciation and amortization expense is mainly due to the commissioning of our new automated distribution centre for fresh and frozen products in Terrebonne and the final phase of our fresh distribution centre in Toronto.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

NET FINANCIAL COSTS

Net financial costs for the fourth quarter of Fiscal 2024 were $32.6 million compared with $30.1 million for the corresponding quarter of 2023. The increase is mainly due to an increase in average debt and lower capitalized interest related to our distribution center automation projects.

INCOME TAXES

The income tax expense of $71.3 million for the fourth quarter of Fiscal 2024 represented an effective tax rate of 24.5% compared with an income tax expense of $70.7 million and an effective tax rate of 24.1% for the fourth quarter of Fiscal 2023.

NET EARNINGS AND ADJUSTED NET EARNINGS(1)

Net earnings for the fourth quarter of Fiscal 2024 were $219.9 million compared with $222.2 million for the corresponding quarter of 2023, while fully diluted net earnings per share were $0.98 compared with $0.96 in 2023, down 1.0% and up 2.1% respectively. Excluding the specific item shown in the table below, adjusted net earnings(1) for the fourth quarter of Fiscal 2024 totalled $226.5 million compared with $228.8 million for the corresponding quarter of 2023, down 1.0%. Adjusted fully diluted net earnings per share(1) for the fourth quarter of Fiscal 2024 were $1.02, versus $0.99 in 2023, up 3.0%. In the fourth quarter of 2023, the labour conflict at 27 Metro stores in the Greater Toronto Area had an unfavorable impact of approximately $27.0 million after-tax or $0.12 per share and the 13th week had a favorable impact of $27.0 million net of tax or $0.12 per share.

Net earnings and fully diluted net earnings per share (EPS) adjustments(1)

| | 2024
(12 weeks) | | 2023
(13 weeks) | | Change (%) | |
| --- | --- | --- | --- | --- | --- | --- |
| | Net earnings
(Millions of dollars) | Fully diluted EPS
(Dollars) | Net earnings
(Millions of dollars) | Fully diluted EPS
(Dollars) | Net earnings | Fully diluted EPS |
| Per financial statements | 219.9 | 0.98 | 222.2 | 0.96 | (1.0) | 2.1 |
| Amortization of intangible assets acquired in connection with the Jean Coutu Group acquisition, net of taxes of $2.4 | 6.6 | | 6.6 | | | |
| Adjusted measures(1) | 226.5 | 1.02 | 228.8 | 0.99 | (1.0) | 3.0 |

CASH POSITION

Operating activities

Operating activities generated cash inflows of $456.7 million in the fourth quarter of Fiscal 2024 compared with $387.1 million for the corresponding quarter of Fiscal 2023. The increase is mainly due to changes in non-cash working capital items during the quarter compared to last year.

Investing activities

Investing activities required cash outflows of $150.1 million in the fourth quarter of Fiscal 2024 compared with $207.6 million for the corresponding quarter of Fiscal 2023. This difference stemmed mainly from lower investments in tangible and intangible assets and goodwill of $58.5 million in 2024.

Financing activities

In the fourth quarter of 2024, financing activities required cash outflows of $282.5 million compared with $174.7 million in the corresponding quarter of 2023. The variation is mainly due to higher debt repayments in 2024.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING

The Corporation adopted a financial risk management policy, approved by the Board of Directors in April 2010 and amended in 2019, setting forth guidelines relating to its use of derivative financial instruments. These guidelines prohibit the use of derivatives for speculative purposes. During Fiscal 2024, the Corporation used derivative financial instruments as described in notes 2 and 25 to the consolidated financial statements.

NEW ACCOUNTING STANDARD

ACCOUNTING STANDARD ISSUED BUT NOT YET EFFECTIVE

Presentation and Disclosures in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements, and consequential amendments to several other standards. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, with prescribed subtotals for each new category. It also requires disclosure of management-defined performance measures which will now form part of the audited financial statements.

IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Corporation is currently working to identify all impacts the amendments will have on the consolidated financial statements and notes to the consolidated financial statements.

FORWARD-LOOKING INFORMATION

We have used, throughout this annual report, different statements that could, within the context of regulations issued by the Canadian Securities Administrators, be construed as being forward-looking information. In general, any statement contained in this report that does not constitute a historical fact may be deemed a forward-looking statement. Expressions such as "continue", "anticipate", "believe", "aim", "expect", "estimate" and other similar expressions as well as the use of the future or conditional tense are generally indicative of forward-looking statements. The forward-looking statements contained in this report are based upon certain assumptions Canadian food and pharmaceutical industries, the general economy, our annual budget, as well as our 2025 action plan.

The forward-looking statements contained in these presents do not provide any guarantee as to the future performance of the Corporation and are subject to potential known and unknown risks, as well as uncertainties that could cause our financial position, financial performance, cash flows, business or reputation to differ significantly. Additional risks and uncertainties that we currently deem to be immaterial may also prove to have a material adverse effect. A description of the risks can be found under the "Risk Management" section of this annual report that could have an impact on these statements. We believe these statements to be reasonable and relevant as at the date of publication of this report and represent our expectations. The Corporation does not intend to update any forward-looking statement contained herein, except as required by applicable law.

NON-GAAP AND OTHER FINANCIAL MEASUREMENTS

In addition to the International Financial Reporting Standards (IFRS) measurements provided, we have included certain non-GAAP and other financial measurements. These measurements are presented for information purposes only. They do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies.

National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure sets out specific disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures, which are capital management measures, supplementary financial measures, and total of segments measures, as defined in the Instrument (together the "specified financial measures").

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

The specified financial measures we disclose in our documents made available to the public are presented by measurement categories below.

NON-GAAP FINANCIAL MEASURES

Adjusted earnings before net financial costs and income taxes is a non-GAAP financial measurement that, with respect to its composition, is adjusted to exclude net financial costs and special items from the composition of the most directly comparable financial measure disclosed in our consolidated financial statements, which is earnings before income taxes. Special items may include acquisition and restructuring charges, gains or losses on the disposal of investments, and amortization and impairment losses of intangible assets resulting from a business acquisition.

Adjusted net earnings is a non-GAAP financial measurement that, with respect to its composition, is adjusted to exclude special items from the composition of the most directly comparable financial measure disclosed in our consolidated financial statements, which is net earnings. Special items may include acquisition and restructuring charges, gains or losses on the disposal of investments, amortization and impairment losses of intangible assets resulting from a business acquisition, and significant prior-year tax adjustments.

For measurements depicting financial performance, we believe that presenting earnings adjusted for these items, which are not necessarily reflective of the Corporation's performance, leaves readers of financial statements better informed thus enabling them to better perform trend analysis, evaluate the Corporation's financial performance and assess its future outlook. Adjusting for these items does not imply that they are non-recurring.

NON-GAAP RATIOS

Adjusted fully diluted net earnings per share is a non-GAAP ratio by where a non-GAAP financial measure is used as one or more of its components. The non-GAAP component used is adjusted net earnings(1). Adjusted fully diluted net earnings per share is calculated by dividing the adjusted net earnings(1) attributable to equity holders of the parent by the weighted average number of Common Shares outstanding during the year, adjusted to reflect all potential dilutive shares.

We believe that presenting this ratio, in which a non-GAAP financial measurement is used as one or more of its components, leaves readers of financial statements better informed as to the current period and corresponding prior year's period's performance, thus enabling them to better perform trend analysis, evaluate the Corporation's financial performance and assess its future outlook. Adjusting for these items does not imply that they are non-recurring.

SUPPLEMENTARY FINANCIAL MEASURES

The supplementary financial measures listed below are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of the Corporation.

Food same-store sales are defined as comparable retail sales of stores with more than 52 consecutive weeks of operations, including relocated, expanded and renovated locations. Food same-store sales is a measure based on all stores in our network, including those whose sales are not included in the Corporation's consolidated financial statements.

Online food sales are the sum of sales made from all our online channels.

Pharmacy same-store sales (including total, front-store and prescription drugs) are defined as comparable retail sales of stores with more than 52 consecutive weeks of operations, including relocated, expanded and renovated locations. Pharmacy same-store sales do not form part of the Corporation's consolidated financial statements because the pharmacies are held by pharmacist owners.

Gross margin ratio is calculated by dividing gross profit by sales.

Return on equity ratio is calculated by dividing net earnings by the average equity.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 22 -

metro

CONTROLS AND PROCEDURES

The President and Chief Executive Officer, and the Executive Vice President, Chief Financial Officer and Treasurer of the Corporation, are responsible for the implementation and maintenance of disclosure controls and procedures (DC&P), and of the internal control over financial reporting (ICFR), as provided for in National Instrument 52-109 regarding the Certification of Disclosure in Issuers' Annual and Interim Filings. They are assisted in this task by the Disclosure Committee, which is comprised of members of the Corporation's senior management.

An evaluation was completed under their supervision in order to measure the effectiveness of DC&P and ICFR. Based on this evaluation, the President and Chief Executive Officer and the Executive Vice President, Chief Financial Officer and Treasurer of the Corporation concluded that the DC&P and the ICFR were effective as at the end of the fiscal year ended September 28, 2024.

Therefore, the design of the DC&P provides reasonable assurance that material information relating to the Corporation is made known to it by others, particularly during the period in which the annual filings are being prepared, and that the information required to be disclosed by the Corporation in its annual filings, interim filings and other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

Furthermore, the design of the ICFR provides reasonable assurance regarding the reliability of the Corporation's financial reporting and the preparation of its financial statements for external purposes in accordance with IFRS.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 23 -

metro

SIGNIFICANT JUDGMENTS AND ESTIMATES

Our Management's Discussion and Analysis is based upon our annual consolidated financial statements, prepared in accordance with IFRS, and it is presented in Canadian dollars, our unit of measure. The preparation of the consolidated financial statements and other financial information contained in this Management's Discussion and Analysis requires management to make judgments, estimates and assumptions that affect the recognition and valuation of assets, liabilities, sales, other income and expenses. These estimates and assumptions are based on historical experience and other factors deemed relevant and reasonable and are reviewed at every closing date. The use of different estimates could produce different amounts in the consolidated financial statements. Actual results may differ from these estimates.

JUDGMENTS

In applying the Corporation's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements:

Consolidation of structured entities

The Corporation has no voting rights in certain food stores. However, the franchise contract gives it the ability to control these stores' main activities. Its decisions are not limited to protecting its trademarks. The Corporation retains the majority of stores' profits and losses. For these reasons, the Corporation consolidates these food stores in its financial statements.

The Corporation has no voting rights in the trust created for performance share unit plan participants. However, under the trust agreement, it instructs the trustee as to the sale and purchase of Corporation shares and payments to beneficiaries, gives the trustee money to buy Corporation shares, assumes vesting variability, and ensures that the trust holds a sufficient number of shares to meet its obligations to the beneficiaries. For these reasons, the Corporation consolidates this trust in its financial statements.

The Corporation also has an agreement with a third party that operates a plant exclusively for the needs and according to the specifications of the Corporation, which assumes all costs and control the plant's main activities. For these reasons, the Corporation consolidates it in the Corporation's financial statements.

Determination of the aggregation of operating segments

The Corporation uses judgment in determining the aggregation of business segments. The operating segment comprises the food operations segment and the pharmaceutical operations segment. The Corporation has aggregated these two business segments due to the similar nature of their goods and services and similar economic characteristics: operations are carried on primarily in Québec and Ontario and are therefore subject to the same regulatory environment and competitive and economic market pressures, use the same product distribution methods and serve the same customers.

ESTIMATES

The assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the value of assets and liabilities within the next period, are discussed below:

Impairment of assets

In testing for impairment of intangible assets with indefinite useful lives and goodwill, value in use and fair value less costs of disposal are estimated using the discounted future cash flows model, the capitalized excess earnings before financial costs and taxes (EBIT) and royalty-free license methods. These methods are based on various assumptions, such as the future cash flow estimates, excess EBIT, royalty rates, discount rate, earnings multiples and growth rates. The key assumptions are disclosed in notes 12 and 13 to the annual consolidated financial statements.

Pension plans and other plans

Defined pension plans, ancillary retirements and other long-term benefits obligations and costs associated to these obligations are determined from actuarial calculations according to the projected credit unit method. These calculations are based on management's best assumptions relating to salary escalation, retirement age of participants, inflation rate and expected health care costs. The key assumptions are disclosed in note 20 to the annual consolidated financial statements.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

RISK MANAGEMENT

Management identifies the main risks to which the Corporation is exposed as well as the appropriate measures for proactively managing these risks and presents both the risks and risk reduction measures to the Audit Committee and the Board of Directors on an ongoing basis. Internal Audit has the mandate to audit all business risks triennially. Hence, each segment is audited every three years to ensure that controls have been implemented to deal with the business risks related to its business area.

In the normal course of business, we are exposed to various risks, which are described below, that could have a material impact on our earnings, financial position and cash flows. In order to counteract the principal risk factors, we have implemented strategies specifically adapted to them.

CLIMATE CHANGE

METRO takes risks related to climate change seriously as it may pose risks to our operations and supply chain in short, medium and long terms. We also recognize that nature loss and climate change are intrinsically interlinked, and that a failure in one sphere will cascade into the other. As a food and pharmaceutical retailer and distributor, our reliance on a sustainable natural environment is fundamental to ensuring the continuity of our business.

As such, in 2023 we conducted our first climate scenario analysis. In alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), we categorized climate-related risks into physical and transition risks.

Physical risks are associated with the physical impacts from a changing climate which can either be event-driven (acute) or longer-term (chronic) shifts in climate patterns. The climate scenario analysis confirms that some physical risks – comprising sea level rise, tropical cyclone, extreme cold and water stress – do not currently pose significant threats to the corporate operations. The analysis revealed that some risks heighten in 2050 and may impact our operations if no mitigation measures are implemented. Inadequate mitigation of these risks could adversely affect our business. These physical risks are flooding, wildfire and extreme heat.

According to our evaluation, the extent of physical risks in our supply chain hinges on the geographical locations of our suppliers and the nature of the products they cultivate or manufacture. Based on our evaluation, sea level rise and flooding pose minimal risks for our suppliers. In contrast, the vulnerability to risks like wildfires, tropical cyclones, extreme heat, and water stress fluctuates from low to high based on specific regions and operational characteristics.

Transition risks are associated with a transition to a lower-carbon economy, which may include extensive regulatory, technology and market changes to address mitigation and adaptation requirements related to climate change. Macroeconomic conditions, with related effects on consumer spending and confidence, investor expectations, transition to lower emissions technology and new regulatory requirements, may result in compliance risk and higher operational costs. Furthermore, the climate scenario analysis concludes that carbon price and price/supply shocks in the energy markets represent the most significant risks to the Corporation in the long term.

The Corporation has put in place mitigation measures to address these specific climate risks. For over 20 years, METRO has maintained a business continuity management program to ensure a state of readiness for coordinated and effective emergency responses and to sustain operations during incidents that could impact them. Additionally, METRO is developing strategies to enhance supply chain resilience, allowing access to a diverse range of products throughout the year despite climate-related challenges. These efforts collectively support METRO's ability to seek to respond effectively to climate-related disruptions and maintain uninterrupted operations.

In order to increase the resilience of our business to address climate-related risks and continue to integrate climate risks and opportunities, the Corporation has published its first TCFD report aligned with TCFD's 11 recommendations. For more details on climate governance, strategy, risk management, metrics and targets, please consult the Corporation's 2023 TCFD Report on climate-related risks and opportunities.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

BRAND, REPUTATION, AND TRUST

Product safety

Metro has exposure to potential liabilities and costs regarding food and pharmaceutical safety through risks associated with product contamination, improper handling, and defective or improperly labelled products. Such liabilities may arise from loss of effective controls during product manufacturing, packaging and labelling, in-store preparation, warehousing, and distribution. Food products represent the highest proportion of our sales, and we could be at risk in the event of a major outbreak of a food-borne illness or an increase in public health concerns regarding certain food products.

To mitigate these risks, Metro has implemented various food safety standards, procedures and controls throughout the supply and distribution chain. All Metro suppliers must take measures to ensure supply of safe and compliant food products and are required to maintain registration with Canadian Food Inspection Agency (CFIA) or equivalent regulatory oversight from their jurisdiction. Distribution Centres and Stores have comprehensive food safety programs in place to comply with all applicable standards and regulations while being audited by the relevant Public Health, including the Ministère de l'Agriculture, des Pêcheries et de l'Alimentation du Québec (MAPAQ), or CFIA authorities. Employees receive task relevant food safety training and food safety standards are integrated in job task procedures. Compliance with food safety standards within our Private Label, Distribution and Store programs is monitored and maintained by a dedicated team of Quality Assurance and Food Safety professionals. In the event of a product recall Metro has comprehensive traceability and recall communication systems to effectively isolate and remove affected products from inventory.

We are also exposed to potential product safety issues regarding the sale of pharmaceutical products. Our distribution activities are subject to regulatory oversight by Health Canada and our pharmacists must meet professional standards as they carry out their work across the pharmacy network.

Brand reputation

The Corporation benefits from well-recognized brands. Failure to act with integrity or to maintain ethical and socially responsible activities could damage our reputation and have a material impact on our financial position. To mitigate these risks, we have implemented internal policies, controls and governance processes including a code of conduct, a confidential whistle blower program and a Corporate Responsibility approach.

TECHNOLOGY RISKS

Technology systems

We depend on extensive information technology systems to manage virtually all aspects of our business. A system breakdown or any disruption to these systems or the data collected by them could have a significant adverse impact on our operations and our financial results.

In order to mitigate these risks, management has deployed various technological security measures, which include a high availability environment for all of its critical systems, and has set up processes, procedures and controls related to the various systems concerned.

Cybersecurity and data protection

Various computer systems are necessary for our business activities and we could have to deal with certain security risks, notably cyberattacks, which could harm the availability and integrity of the systems or compromise data privacy.

In the normal course of business, we gather information that is confidential in nature concerning our customers, suppliers, employees, partners, and loyalty program participants. Personal and confidential data is also gathered from customers who do business with the pharmacies in our network. Furthermore, the online shopping sites represent an additional risk with respect to the security of our systems. As a result, we are even more exposed to the risk of cyberattacks aimed at stealing information or interrupting our computer systems.

A cyberattack or an intrusion into our systems could result in unauthorized persons altering our systems or gaining access to sensitive and confidential information and then using or damaging it. Such situations could also affect third parties who provide essential services to our operations or who store confidential information. These events could have a negative impact on our customers and partners that could result in financial losses, reducing our competitive advantage or tarnishing our reputation.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"


metro

In order to respond to these risks, a committee comprised of executives from the Corporation oversees cybersecurity activities, including Information Security Service activities. Meetings are held regularly to monitor the progress of various cybersecurity projects, review significant incidents and review various security-related performance indicators. This committee reports on its work to the members of the Board of Directors on a biannual basis. The Information Security Service sets up and coordinates prevention, detection, and remediation measures in the area of cybersecurity. Cybersecurity measures include, among others, setting up strong controls with respect to systems access and hiring specialized firms to carry out intrusion tests. We have also implemented an information security awareness and training program for our employees.

No significant incident attributable to the Corporation's technology occurred over the past fiscal year. Considering the rapid evolution of risks with respect to cybersecurity as well as the complexity of threats, we cannot guarantee that the measures taken, by the Corporation and third parties it deals with, will be sufficient to prevent or detect a cyberattack. In that regard, we stay current with the latest information security trends and practices in order to take proactive action.

HUMAN RESOURCE RISKS

Labour relations

The majority of our store and distribution centre employees are unionized. Collective bargaining may give rise to work stoppages or slowdowns that could negatively impact the Corporation. We negotiate collective agreements with different maturity dates and conditions that ensure our competitiveness, and terms that promote a positive work environment in all our business segments. We develop contingency plans to minimize the impact of possible labour conflicts. We have experienced some labour conflicts over the last few years, and we expect(2) to maintain good labour relations in the future.

Occupational health and safety

Workplace accidents may occur at any of our sites. To minimize this risk, we have developed a worked-related accident prevention policy and programs. Furthermore, at all of our sites, we have workplace health and safety committees responsible for setting-up action and accident prevention plans.

Hiring, employee retention and organization structure

Our recruitment program, salary structure, performance evaluation programs, succession plan, development and training plan all entail risks which could negatively impact our capacity to execute our strategic plan as well as our ability to attract and retain necessary qualified resources to sustain the Corporation's growth and success. We have proven practices to attract the professionals necessary for our operations. Our performance evaluation practices are supervised by our human resources department. Our compensation structure is regularly reviewed in order to ensure that we remain competitive on the market. We have a succession plan in place to ensure we have well-identified resources for the Corporation's key positions and we invest in the development and training of our employees.

LEGAL, REGULATORY AND CORPORATE RESPONSIBILITY RISKS

Legal Proceedings

In the normal course of business, various proceedings and claims are instituted against the Corporation. The Corporation contests the validity of these claims and proceedings and at this stage, the Corporation does not believe that these matters will have a material effect on the Corporation's financial position or on consolidated earnings. However, since any litigation involves uncertainty, it is not possible to predict the outcome of these litigations or the amount of potential losses. A more detailed description of certain proceedings affecting the Corporation or its subsidiaries can be found in the "Contingencies" Section of this Management Discussion & Analysis.

Regulatory environment

Changes are regularly made to accounting policies, laws, regulations, rules or policies impacting our operations. We monitor these changes closely.

The Corporation relies on prescription drug sales for a portion of its sales and operating income. The pharmacy activities are exposed to risks related to the regulated nature of some of our activities and the activities of our pharmacist/owner franchisees.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 27 -

metro

Any changes to laws and regulations or policies regarding the Corporation's activities could have a material adverse effect on its performance and on the sales growth. Processes are in place to ensure our compliance as well as to monitor any and all changes to the laws and regulations in effect and any new laws and regulations.

Corporate responsibility

Over the past decade, through our corporate responsibility plans, we have implemented structuring programs and we disclose our progress and challenges in a report published annually. To anticipate and manage risks related to ESG issues, we stay abreast of emerging issues, new practices and legislative changes, and work to continuously improve our processes. We aim to ensure that our actions bring value to METRO, and to our stakeholders - customers, employees, suppliers, shareholders and community partners. Any failure or perceived failure to advance the corporate responsibility priorities and objectives of the Corporation or those of its stakeholders may negatively affect the Corporation's reputation, operations or financial performance.

MARKET RISKS

Competition and prices

Intensifying competition, the possible arrival of new competitors, higher-than-normal levels of cost inflation, and changing consumer needs are constant concerns for us.

To cope with competition and maintain our leadership position in the Québec and Ontario markets, we are on the alert for new ways of doing things and new sites. We have an ongoing investment program for all our stores to ensure that our retail network remains one of the most modern in Canada.

Increased competition could lead to pressure on retail prices and margins. As a result, we adopt innovative marketing strategies to better meet the evolving needs of consumers and protect our market shares.

Higher-than-normal levels of cost inflation could also lead to pressure on retail prices, margins and operating costs. As a result, we implement robust merchandising programs, have developed a strong private label offer and work with our supply chain partners to mitigate the impacts.

We have also developed a successful market segmentation strategy. Our grocery banners: the conventional Metro supermarkets, Super C and Food Basics discount banners, and the Mediterranean product stores Adonis, target three different market segments. The Première Moisson banner is specialized in bakery, pastry, deli products and other food offerings prepared on an artisanal basis and respectful of great traditions.

In the pharmacy market, we have a network of large, medium, and small pharmacies under the Jean Coutu, Brunet, Metro Pharmacy, and Food Basics Pharmacy banners.

With the proprietary Moi loyalty program in our Metro, Super C, Food Basics, and Première Moisson banners and our Jean Coutu and Brunet pharmacy network, we are able to know the buying habits of loyal customers, offer them personalized promotions so as to increase their purchases at our stores.

Consumer behaviour and digital shift

Consumer buying habits are evolving and if we are unable to adapt our offering it could have a negative impact on our financial results.

Our online grocery service, websites and various mobile applications are part of the Corporation's overall digital strategy, which aims to position METRO as the retailer that offers the food experience most suited to the needs and behaviors of consumers.

SUPPLY CHAIN

Suppliers

Negative events such as disruptions related to climate change or other catastrophic or public health events or labour disputes could affect a supplier and lead to service breakdowns and store delivery delays. To remediate this situation, we deal with several suppliers. In the event of a supplier's service breakdown, we can turn to another supplier reasonably quickly.

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 28 -

metro

Distribution centre business interruption

A prolonged interruption at one of our distribution centres could impact our ability to supply our stores and have an unfavorable impact on our financial results. We have measures in place to prevent business disruptions and have developed contingency plans aiming to respond in the event an interruption occurs.

FINANCIAL RISKS

Exchange rates and financial instruments

We make some foreign-denominated purchases of goods and services and we have, depending on market conditions, US borrowings, exposing ourselves to exchange rate risks. According to our financial risk management policy, we may use derivative financial instruments, such as foreign exchange forward contracts and cross currency interest rate swaps. The policy's guidelines prohibit us from using derivative financial instruments for speculative purposes, but they do not guarantee that we will not sustain losses as a result of our derivative financial instruments.

Credit

We hold receivables generated mainly from sales to customers. To guard against credit losses, we have adopted a credit policy that defines mandatory credit requirements to be maintained and guarantees to be provided. Affiliate and franchised customer assets guarantee the majority of our receivables.

Liquidity

We are also exposed to liquidity risk mainly through our non-current debt and creditors. We evaluate our cash position regularly and estimate(2) that cash flows generated by our operating activities will be sufficient to provide for all outflows required by our financing activities.

Price of fuel, energy and utilities

We are a big consumer of utilities, electricity, natural gas, and fuel. Increases in the price of these items may affect us.

Montréal, Canada, December 11, 2024

(1) This measurement is presented for information purpose only. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measurements presented by other public companies. See table in section "Operating Results" and section on "Non-GAAP and Other Financial Measurements"

(2) See section on "Forward-looking Information"

  • 29 -