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Loblaw AIF 2015

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Loblaw AIF 2015 ANNUAL INFORMATION FORM (for the year ended January 2, 2016) February 25, 2016 LOBLAW COMPANIES LIMITED ANNUAL INFORMATION FORM (for the year ended January 2, 2016) TABLE OF CONTENTS DATE OF INFORMATION 4 FORWARD-LOOKING STATEMENTS 4 CORPORATE STRUCTURE 5 Incorporation 5 Intercorporate Relationships 5 DESCRIPTION OF THE BUSINESS 5 Overview 5 Retail Segment 5 Geographic and Banner Summary 7 Control Brand Products 9 Loyalty Programs 9 Supply Chain 9 Retail Competitive Environment 10 Seasonality 10 Financial Services Segment 10 Financial Services Competitive Environment 10 Lending 10 Choice Properties 10 Choice Properties Competitive Environment 11 Employees 11 Intellectual Property 11 Corporate Social Responsibility and Environmental Policies 12 GENERAL DEVELOPMENT OF THE BUSINESS – THREE YEAR HISTORY 12 Retail Segment 12 Financial Services Segment 13 Choice Properties Segment 14 Significant Acquisitions 14 RISKS 14 Enterprise Risks and Risk Management 14 Operating Risks and Risk Management 15 Financial Risks and Risk Management 22 CAPITAL STRUCTURE AND MARKET FOR SECURITIES 22 Share Capital 22 Share Trading Price and Volume 24 Medium Term Notes and Debt Securities 25 Credit Facilities 25 Unit Liability 26 Credit Ratings 26 DIVIDENDS 28 _______________________________________________________________________________________________________________ Loblaw Companies Limited 2 Annual Information Form (for the year ended January 2, 2016) DIRECTORS AND OFFICERS 28 Directors 29 Officers 30 LEGAL PROCEEDINGS 31 REGULATORY ACTIONS 31 MATERIAL CONTRACTS 32 Services Agreement 32 Credit Facilities 32 TRANSFER AGENTS AND REGISTRARS 32 EXPERTS 32 AUDIT COMMITTEE INFORMATION 32 EXTERNAL AUDIT FEES 33 ADDITIONAL INFORMATION 33 _______________________________________________________________________________________________________________ Loblaw Companies Limited 3 Annual Information Form (for the year ended January 2, 2016) DATE OF INFORMATION All information in this Annual Information Form (“AIF”) is current as of January 2, 2016, unless otherwise stated. FORWARD-LOOKING STATEMENTS This AIF for Loblaw Companies Limited and its subsidiaries (collectively, the “Company” or “Loblaw”) contains forward-looking statements about the Company’s objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities and legal and regulatory matters. Specific forward-looking statements in this AIF include, but are not limited to, statements with respect to the Company’s anticipated future results, events and plans, synergies and other anticipated benefits associated with the acquisition of Shoppers Drug Mart Corporation (“Shoppers Drug Mart”), future liquidity, planned capital investments, and status and impact of information technology (“IT”) systems implementation. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions, as they relate to the Company and its management. Forward-looking statements reflect the Company’s current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s expectation of operating and financial performance in 2016 is based on certain assumptions, including assumptions about anticipated cost savings, operating efficiencies and continued growth from current initiatives. The Company’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Numerous risks and uncertainties could cause the Company’s actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in the Risks section of this AIF. Such risks and uncertainties include: • changes to the regulation of generic prescription drug prices, the reduction of reimbursements under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers; • the inability of the Company’s IT infrastructure to support the requirements of the Company’s business, or the occurrence of any internal or external security breaches, denial of service attacks, viruses, worms and other known or unknown cybersecurity or data breaches; • failure to realize benefits from investments in the Company’s new IT systems; • the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control shrink; • failure to realize the anticipated strategic benefits associated with the acquisition of Shoppers Drug Mart; • public health events including those related to food and drug safety; • failure to realize anticipated results, including revenue growth, anticipated cost savings or operating efficiencies associated with the Company’s major initiatives, including those from restructuring; • failure by the Company's franchisees or Associates to operate in accordance with prescribed procedures or standards, or disruptions to the Company's relationship with its franchisees or Associates; • failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements, which could lead to work stoppages; • changes in the Company’s income, capital, commodity, property and other tax and regulatory liabilities, including changes in tax laws, regulations or future assessments; • reliance on the performance and retention of third party service providers, including those associated with the Company’s supply chain and apparel business; • issues with vendors in both advanced and developing markets; • the risk that the Company would experience a financial loss if its counterparties fail to meet their obligations in accordance with the terms and conditions of their contracts with the Company; • failure to merchandise effectively or in a manner that is responsive to customer demand; • heightened competition, whether from current competitors or new entrants to the marketplace; • changes in economic conditions, including economic recession or changes in the rate of inflation or deflation, employment rates, interest rates, currency exchange rates or derivative and commodity prices; • the impact of potential environmental liabilities; and • the inability of the Company to collect on or fund its credit card receivables. _______________________________________________________________________________________________________________ Loblaw Companies Limited 4 Annual Information Form (for the year ended January 2, 2016) This is not an exhaustive list of the factors that may affect the Company’s forward-looking statements. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in the Company’s materials filed with the Canadian securities regulatory authorities from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s expectations only as of the date of this AIF. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 1. CORPORATE STRUCTURE 1.1 Incorporation Loblaw Companies Limited was incorporated on January 18, 1956, although portions of its business originated before 1900. It was continued under the Canada Business Corporations Act by a certificate of continuance dated May 7, 1980. The registered office of the Company is located at 22 St. Clair Avenue East, Toronto, Canada, M4T 2S7. The National Head Office and store support centre of the Company is located at 1 President’s Choice Circle, Brampton, Canada, L6Y 5S5. 1.2 Intercorporate Relationships Loblaw Companies Limited is a holding company, which carries on its business through its subsidiaries. A list of the subsidiaries of the Company that carry on its principal businesses is set out below. The Company owns, either directly or indirectly, 100% of the voting securities of these subsidiaries, other than Choice Properties Real Estate Investment Trust (“Choice Properties”) and Choice Properties Limited Partnership, in which the Company holds an 83.0% effective interest. Subsidiary Jurisdiction of Incorporation/Formation Loblaws Inc. Ontario Shoppers Drug Mart Inc. Canada Choice Properties Limited Partnership Ontario Choice Properties Real Estate Investment Trust Ontario President’s Choice Bank Canada 2. DESCRIPTION OF THE BUSINESS 2.1 Overview The Company has three reportable operating segments: Retail, Financial Services and Choice Properties. The Retail segment consists primarily of a discount supermarket business, a full-service supermarket business, an emerging and wholesale business and Shoppers Drug Mart. The Company’s Financial Services segment provides retail banking, credit card services, auto, home, life, travel and pet insurance, gift cards and wireless mobile
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