2011 ANNUAL REPORT TABLE OF CONTENTS 2 Financial Highlights 16 Corporate Governance Practices 4 Message to Shareholders 18 Board of Directors 6 Review of Operations 19 Loblaw Management Board 14 Corporate Social Responsibility 20 Shareholder and Corporate Information PG 2 LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT Loblaw’s mission is to be Canada’s best food, health and home retailer by exceeding customer expectations through innovative products at great prices. Unfold for Loblaw at a Glance LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT PG 1 Loblaw Companies Limited is Canada’s largest food retailer and a leading provider of drugstore, general merchandise and financial products and services. Over 14 million Canadians shop with us every week. Loblaw at a Glance At Loblaw providing an exceptional shopping experience starts with understanding our customers’ needs. Our two-division structure supports a deeper understanding of different customers and dedicated expertise that help us deliver the right products, to the right place, at the right time and at prices that our customers expect to pay whether in our conventional supermarkets or discount grocery stores. Whether conventional or discount, we have large and small, corporate and franchise stores across the country to help us meet the specific needs of our customers. 22 banners 23 Company and 584 corporate and across 11 third-party-operated 462 franchised stores the country distribution centres coast to coast service our stores PG 3 LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT Control Brand Advantage Loblaw offers customers high-quality products and great value through Canada’s most respected control label program with famous brands including President’s Choice, no name and Joe Fresh. The Company also offers Canadians innovative financial products and services under the President’s Choice Financial brand, including President’s Choice Financial MasterCard® and the PC points loyalty program. #1 & #2 Our President’s Choice and no name control brands are the number one and number two consumer packaged goods brands by sales in Canada, respectively.* *source: AC Nielsen MarketTracker, 52 weeks ending December 17, 2011 MD MD MD CONVENTIONAL DISCOUNT MD CORPORATE CORPORATE MD MD MD MD Green color : Pantone 355 Red color : Pantone 1795 MD FRANCHISED FRANCHISED MD MD MD MD MD MD MD MD MD MD MD MD PG 4 LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT MD MD Financial Highlights1 Same-store sales Operating income Basic net earnings per (decline) growth (%) ($ millions) share and dividend rate per common share ($) CanadianCanadian GAAP CanadianGAAP GAAPIFRS IFRS IFRS CanadianCanadian GAAP CanadianGAAP GAAPIFRS IFRS IFRS CanadianCanadian GAAP CanadianGAAP GAAPIFRS IFRS IFRS 2.73 2.73 2.73 2.45 2.45 2.45 1,3471,3471,3841,3471,384 1,384 2.39 2.39 2.39 2.43 2.43 2.43 1,2691,269 1,269 1,2051,205 1,205 0.84 0.84 0.84 0.9 0.9 0.9 DividendDividend rate rateDividend rate per commonper common shareper share common share 20092009201022000190 22001100 201020112001101 2011 20092009201020092010 201020102010201120102011 2011 20092009201020092010 201020102010201120102011 2011 (0.6) (0.6) (0.6)(0.6) (0.6) (0.6) (1.1) (1.1) (1.1) FORWARD-LOOKING StATEMENTS This Annual Report contains forward-looking statements about Loblaw Companies Limited’s (the “Company”) objectives, plans, goals, aspirations, strategies, financial condition, obligations, results of operations, cash flows, performance, prospects and opportunities. Words such as “anticipate”, “expect”, “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, are intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect the Company’s current expectations concerning future results and events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the possibility that the Company’s plans and objectives will not be achieved. These risks and uncertainties include, but are not limited to, those discussed in the forward-looking statements disclaimer found on pages 2 to 3 of the 2011 Annual Report – Financial Review, and the Enterprise Risks and Risk Management section of the Management’s Discussion and Analysis on pages 22 to 31 of the 2011 Annual Report – Financial Review. These forward-looking statements reflect management’s current assumptions regarding these risks and uncertainties and their respective impact on the Company. 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. 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 Annual Report. The Company disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. PG 2 LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT Canadian GAAP IFRS For the years ended December 31, 2011, January 1, 2011 and January 2, 2010 20094 20104 2010 2011 ($ millions except where otherwise indicated) (52 weeks) (52 weeks) (52 weeks) (52 weeks) Consolidated Results of Operations Revenue $ 30,735 $ 30,997 $ 30,836 $ 31,250 Operating income 1,205 1,269 1,347 1,384 EBITDA2 1,794 1,924 1,975 2,083 Net interest and other financing charges 269 273 353 327 Net earnings 656 681 675 769 Consolidated Financial Position Adjusted debt2 n/a n/a 5,064 4,765 Adjusted net debt2 n/a n/a 2,912 2,642 Consolidated Cash Flow Cash flows from operating activities 1,945 1,594 2,029 1,814 Capital investment 1,067 1,280 1,190 987 Consolidated Per Common Share ($) Basic net earnings 2.39 2.45 2.43 2.73 Dividend rate at year end 0.84 0.84 0.84 0.84 Book value 22.71 24.52 19.97 21.35 Market price at year end 33.88 40.37 40.37 38.48 Consolidated Financial Measures and Ratios Operating margin (%) 3.9 4.1 4.4 4.4 EBITDA margin2 (%) 5.8 6.2 6.4 6.7 Adjusted debt2 to EBITDA2 n/a n/a 2.6x 2.3x Adjusted debt2 to equity2 n/a n/a 0.9:1 0.8:1 Interest coverage1 4.2x 4.3x 3.8x 4.2x Return on average net assets2 (%) 12.0 12.4 12.0 12.0 Return on average shareholders’ equity (%) 10.9 10.4 12.6 13.2 Retail Operating Statistics Same-store sales (decline) growth (1.1) (0.6) (0.6) 0.9 Gross profit percentage (%) n/a n/a 22.4 22.2 Operating margin (%) n/a n/a 4.1 4.3 Retail square footage (in millions) 50.6 50.7 50.7 51.2 Corporate square footage (in millions) 38.2 37.3 37.3 37.5 Franchise square footage (in millions) 12.4 13.4 13.4 13.7 Corporate stores sales per average square foot ($) 597 601 601 610 Number of corporate stores 613 576 576 584 Number of franchised stores 416 451 451 462 Percentage of corporate real estate owned (%) 72 74 74 72 Percentage of franchise real estate owned (%) 48 46 46 46 1 For financial definitions and ratios refer to the Glossary of Terms on page 120 of the 2011 Annual Report – Financial Review. 2 See Non-GAAP Financial Measures on page 38 of the 2011 Annual Report – Financial Review. 3 As compared to 2009 figures reported in Canadian GAAP. 4 An explanation of transition from CGAAP to IFRS is provided in note 31 of the 2011 Annual Report – Financial Review. LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT PG 3 Shareholders, In 2011, we continued on our relentless journey to build a company with a compelling customer offer, world class real estate and infrastructure assets, talented leadership, unique brands, and a strong balance sheet. While we maintained the pace of critical work to fix the foundation and infrastructure of our business, we also further strengthened our customer proposition through improved retail execution, operating efficiency and product innovation. GALEN G. WESTON Executive Chairman PG 4 LOBLAW COMPANIES LIMITED | 2011 ANNUAL REPORT An important milestone in the year was the arrival of During the year, as part of our information technology (IT) Vicente Trius, who joined Loblaw Companies as our new systems renewal initiative, we migrated all merchandising President in August. Vicente is a seasoned executive with product category listings to our new system without any extensive experience operating successful global retail major disruption to the business. We remain on track and businesses. At Loblaw, he now leads a business organized on schedule to complete one of the largest ever IT systems around two core operating divisions put in place to more implementations undertaken in the food retail industry. effectively serve the distinctive conventional and discount customers. Vicente and his new teams are now settled into In terms of financial performance, Loblaw delivered four their positions and gaining traction. more quarters of year-over-year EBITDA growth, bringing us to 16 consecutive quarters by year end, despite In terms of infrastructure, in 2011, we substantially the significant incremental impact of our infrastructure completed our supply chain renewal initiative. After five investments. Revenue in 2011 grew by 1.3%, earnings years, eight new and 11 closed distribution centres, and a improved by 13.9% and our balance sheet remained comprehensive overhaul of our supply chain systems, we are strong, with adjusted net debt of $2.6 billion down now consistently delivering industry-leading service levels, $270 million from last year.