Description of the opportunity and risk situation

METRO has numerous opportunities for a sustainable positive development of its business. On the other hand, there are risks that could impact us in reaching our goals. We have allocated the METRO opportunity and risk portfolio to various subject groups. The Management Board of METRO AG identified and assessed the following risks which are considered to be particularly relevant for METRO. They are listed in the following overview:

Risk no. 7 ‘Procurement risks’ was included for the first time, as it represented a relevant risk for METRO in the reporting period due to the loss potential and the probability of occurrence.

The risk factor ‘More stringent regulation pertaining to deferred compensation’ is reported together with risk no. 11 ‘Increasing trade regulations’ this year due to its close affiliation.

Environment

Opportunities in connection with Covid-19

Despite the significant impact of the Covid-19 pandemic on our HoReCa customers and the resulting decline in sales, there is a significant opportunity for METRO to emerge stronger from the crisis. This is because METRO is distinguished from its competitors by a diversified business model and strong capital resources. Especially smaller competitors that are solely based on delivery sales are strongly affected by the Covid-19 pandemic due to the high HoReCa share of sales and limited financial possibilities. METRO has the opportunity to actively consolidate the market and gain market share. The pandemic has also changed consumer behaviour and boosted the convenience trend, which has a positive impact on our Traders customer group and Traders franchise business. METRO has also intensified strategic B2B partnerships with online food retailers such as SberMarket (B2B2C) in Russia during this period and thus has the opportunity to benefit from future growth of these companies. Digitalisation has been accelerated by the Covid-19 pandemic and the importance of digital solutions for HoReCa and Traders customers has increased accordingly. METRO offers its customers sustainable solutions with economic added value through Hospitality Digital and METRO MARKETS. The goal is to strengthen customer loyalty in the long term, to further expand customer relationships and thereby increase the share of wallet.

Risks related to Covid-19 (#1)

In financial year 2020/21, the ongoing global spread of Covid-19 continued to have a significant impact on METRO’s operations. In particular, the government-imposed lockdown measures in H1 of the reporting period resulted in closures of HoReCa operations as well as restrictions in the global supply chain. From an HR perspective, the risk is that employee infections can lead to disruptions in logistics, warehouses and stores as well as work stoppages. We also hold real estate in our portfolio and lease some of it to third-party tenants. Political measures and a deterioration in the financial situation of tenants may lead to rent losses and, in addition to the scenarios listed under risk no. 6 ‘Real estate risks’, to a deterioration in the financial situation of tenants. Although the situation initially eased since the restrictions were relaxed in spring 2021, virus variants occurring all over the world continued to pose a risk of additional pandemic waves. As we entered the autumn and winter season, the number of cases has risen dramatically again. Then again, the vaccination rate is increasing, making renewed large-scale lockdowns less likely, especially for people who have been vaccinated and who have recovered from prior infections. Consequently, we now assess the overall risk as less probable than in the previous year and have arrived at an evaluation of the probability of occurrence as ‘possible’ (> 25–50%) rather than ‘probable’ (> 50%) as in the previous year. In order to counter the risks in a timely and comprehensive manner, we are systematically monitoring political measures and assessing the current pandemic situation. To this end, we have set up a crisis team at group level, which is responsible for the ongoing exchange of all relevant information and timely reporting. Furthermore, we have initiated a variety of centralised and decentralised measures to support the operational business. For example, we have launched campaigns to reopen the hospitality businesses in several countries, provided advice and assistance for the implementation of hygiene concepts, and we made digital solutions available, for example for guest registration in the hospitality sector. To protect the employees, METRO has implemented comprehensive hygiene concepts as well as testing and vaccination solutions. In the long term, there is a risk that Covid-19 could lead to a systematic change in the hospitality operator structure through market exits of financially weak restaurateurs and changed consumer behaviour. We are continuously monitoring the corresponding trends in this area to ensure we can always quickly react to changes.

Opportunities from the development of business and political conditions

An improvement in the economic and political environment worldwide or in countries where METRO is present, as well as improvements in free trade, could have a positive impact on sales, costs and earnings. METRO operates in a large number of markets where we could potentially benefit from these developments. Opportunities could arise from a sustained positive geopolitical and macroeconomic development, for example in the form of a recovery of foreign exchange rates.

Macroeconomic and political risks (#2)

As a company with global operations, METRO depends on the political and economic situations in the countries in which the group operates. The fundamental business environment can change rapidly. Changes in political leadership, civil unrest, terrorist attacks or economic imbalances can jeopardise METRO’s business. At the country level, the political and/or economic situations in Russia, Ukraine, Turkey and Myanmar are particularly noteworthy for the reporting period. The potential risks include the loss of property and real estate assets, changes in the exchange rate, product restrictions, capital controls, regulatory restrictions and unexpected weakening of demand. The global economy is continuing to be marked by tense trade relations between the USA, Europe and China, as can be clearly seen in the expansion of the imposed punitive tariffs. We consider it a risk. Nonetheless, a continuous monitoring of the economic and political developments and a review of our strategic objectives allow us to respond to these challenges in a timely and appropriate fashion. Our international presence comes with the advantage of being able to reduce the economic, legal and political risks as well as fluctuations in demand through diversification.

Interruption of business activities (#3)

Our business operations could, for example, be compromised and/or interrupted by a failure of IT systems, natural disasters or pandemics. Important business processes such as purchasing/product ordering, marketing and sales rely on IT systems. Systems for online retailing must be continuously available, as these systems are a prerequisite for permanent access, also outside normal store opening times. As a result, the continuous availability of the infrastructure is a critical factor in the development and implementation of our IT solutions. Systems that are essential for business operations in the stores, especially checkouts, are largely self-contained and can generally continue to be used for some time even during events such as network failures or the failure of central systems. In case of partial network failures, they can automatically reroute data or switch to redundant routes.

Centralised IT systems can be quickly restored to operational readiness if one or more servers fail. Therefore, we use several central IT centres, which enables us to compensate for major business interruptions or reduce their duration to the absolute minimum. We also have a disaster recovery plan to restore IT centres in Germany after extended outages (for example outages caused by fire, natural disasters or criminal actions).

A professional crisis management allows for a rapid crisis response and thereby ensures the protection of our employees and customers. This includes evacuation plans, training measures and specific instructions. We insure ourselves against the loss of tangible assets and any impending loss of sales or profits resultant from business interruptions wherever it is possible and reasonable.

Sustainability

Opportunities from sustainable business practices

Our company is more exposed than ever to economic, environmental, social and cultural challenges. Similarly, we experience that sustainability is the key to transforming these challenges into opportunities. METRO operates an active sustainability management system in order to enshrine sustainability systematically and organisationally in its core business. Our greatest leverage lies in expanding our sustainable product range. For example, we are helping to meet the demand for healthy and conscious nutrition with redesigned products containing less salt and sugar as well as organic products, alternatives to animal proteins and locally sourced products. At the same time, we help reinforce local structures. These developments have become even more pronounced during the Covid-19 pandemic. Our stakeholders evaluate the sustainability efforts implemented by us, for example, through ratings.

Environmental and social risks (#4)

The risk reported in the previous year under the name ‘Sustainability risks’ was renamed ‘Environmental and social risks’ to emphasise the focus on its content. Compared to the previous year, the probability of occurrence for this risk has decreased from ‘probable’ (> 50%) to ‘possible’ (> 25–50%), while the loss potential has increased from ‘minor’ (≤ €50 million) to ‘major’ (> €100−300 million). The backdrop to the increased loss potential is the ascertainment and broader applicability of human rights due diligence (HRDD) or, for Germany, the Act on Corporate Due Diligence Obligations in Supply Chains. They contain regulations with regard to human rights as well as environmental protection in the company’s own operations and in the supply chain, and threaten potential fines and legal consequences in the event of non-compliance. Further risks result from internationally increasing regulations on traceability and transparency in the supply chain; again, non-compliance with these regulations may lead to potential fines or a ban on the sale of the goods in question. To mitigate the risks, METRO has established a corresponding social standards programme and traceability concept.

Furthermore, the consumption of energy and other natural resources affects our operating costs and may have a negative impact on the environment, for example through the emission of climate-damaging greenhouse gases. National regulations aimed at reducing the climate impact of accumulated energy and fuel consumption could lead to higher energy price levels (for example for electricity, gas, fuel) and thus to higher overall energy costs for METRO. In particular, the levies under the German Combined Heat and Power Act (KWKG) and the German Renewable Energy Sources Act (EEG) are increasing year after year. These additional price components alone have caused our energy costs to rise compared to the previous year. We continue to assess the risk of further increases in energy prices as a result of a possible CO₂ price increase as probable, even if the probability of occurrence of environmental and social risks overall has dropped to a ‘possible’ level due to the preventive measures. The climate target previously defined by METRO will help to minimise this risk.

Wholesale business

Opportunities from innovations and digitalisation

METRO is focused on identifying and addressing current and future challenges of its customers at an early stage in a constantly changing environment. In this case, innovations and digitalisation are areas with excellent potential for realising increases in value. We are convinced that the vigorous implementation of innovative ideas relating to the progressing digitalisation will increasingly shape the future of the retail and wholesale industry. This may give rise to new business models, which in turn may present a variety of opportunities.

In order to exploit the opportunities derived from digitalisation and to realise synergies, we are bundling our corresponding initiatives with the business units Hospitality Digital and METRO DIGITAL. The focus on the core customer groups HoReCa and Traders is a key component of our digitalisation strategy, which we use to provide our customers with digital solutions such as the DISH (Digital Innovations and Solutions for Hospitality) platform. With Hospitality Digital, we see significant opportunities to benefit from faster digitalisation in the HoReCa and Traders sectors as well as in other business areas. The Covid-19 pandemic is motivating our customers to accelerate their digitalisation efforts. With our METRO DIGITAL business unit, we continue to digitalise our core business. METRO DIGITAL develops, optimises and supports all digital solutions used by our customers, such as our apps METRO Companion or M-SHOP. METRO DIGITAL is also developing internal digital solutions, for example to improve the efficiency of our logistics processes. These digital solutions provide opportunities for METRO to set itself apart from the competition.

Opportunities from customer focus

Customer focus and customer satisfaction are central elements of our strategy. In order to continuously measure and consistently improve customer satisfaction, we have implemented the Net Promoter Score across the board in 24 countries in which METRO is represented with wholesale stores. Besides the purely quantitative measurement of the current satisfaction values, suggestions from customers can be systematically recorded and evaluated. This allows further potential for improving the shopping experience and supply as well as general consumer trends to be identified. In line with our multichannel strategy, we are expanding our delivery sales and strengthening our online activities. Our goal is to become the partner of choice for our customers by offering METRO solutions that cover all aspects of their business. We are also intensifying our competitive analyses. Our various strategic projects aim at further improving our purchasing and sales processes and at creating additional value for our customers. The goal is to ensure the ongoing value of assets, thereby countering the challenges faced by our business model. As a wholesale specialist, we want to further increase our customer focus, accelerate our growth, simplify our structures and increase the implementation speed. We are thus striving to increase our overall operating performance.

Challenged business model (#5)

Particularly, the retail and wholesale trade in the markets in which we operate is characterised by rapid changes and fierce competition. A significant risk is consumers’ fluctuating propensity to consume. Changes in consumer behaviour and customer expectations pose additional risks, among others, in the face of demographic change, rising competition and increasing digitalisation. If we fail to adequately address our customers’ needs and price developments or if we miss trends with regard to our assortments or appropriate sales formats and new sales channels, this could potentially impede the development of our sales and income and also jeopardise our objectives in terms of growth and profitability. This may result in impairment losses on intangible assets or financial assets. In this context, after the completion of the disposal of the hypermarket business, the overall risk in terms of extent of damage has been reduced from material to significant.

We counteract these risks in various ways. On the one hand, we develop country-specific value creation plans, which are geared to local conditions and customer needs and are supported and monitored in their implementation by our operating partners and international working groups (federations). On the other hand, we are actively working on expanding our business model from transactional sales of goods to a holistic partnership that addresses all the needs of professional customers. Examples include the platform business of METRO MARKETS, the numerous initiatives for the digitalisation of our customers bundled on dish.co and the financial services under GastroFinanz.

Real estate

Opportunities from increase in value

We see potential for value increases in possible development projects for our existing real estate assets as well as in improved facility management.

Real estate risks (#6)

Loss of rental income caused by insolvencies of third-party tenants or statutory regulations in the course of pandemics as well as vacancies due to unused space can lead to the risk of an impairment of owned locations or the rights-of-use of rental locations. Furthermore, there are increased risks with regard to key anchor tenants. However, we were able to reduce them compared to the previous year due to an agreement we reached on keeping the lease term. Consequently, the risk in terms of the loss potential has decreased from ‘moderate’ (> €50−100 million) to ‘minor’ (≤ €50 million), while the probability of occurrence has increased from ‘possible’ (> 25–50%) to ‘probable’ (> 50%). Moreover, delayed repair and maintenance work could lead to infringements and real estate impairments as well as reputational damage. We mitigate these risks with strategic and operational real estate management. To this end, we regularly evaluate properties in terms of value and income and perform projected investment planning. The safety and health of customers, suppliers and employees could be endangered by deficiencies in the properties. We take decisive action to prevent potential accidents and damage to health, thus ensuring a safe and healthy environment. In addition, we conduct risk assessments and specify clear sets of rules and procedures. We support implementation through frequent training, internal controls such as regularly scheduled safety and occupational safety inspections as well as external controls such as stability inspections.

Suppliers and products

Opportunities from responsible trading

Not only for us, but also for more and more customers, quality and safety, the environmental and social sustainability of the products we offer and their production process are playing an increasingly important role. We aim to ensure socially acceptable working conditions within our sourcing channels. For this purpose, METRO has a group-wide purchasing policy for a sustainable supply chain and procurement management that applies to all products.

Opportunities from higher own-brand penetration

Own brands are a central part of METRO’s strategy to increase the success of our customers. By offering own brands, we can provide high quality at relatively low prices, thus simultaneously increasing our customers’ profitability as well as our own. Potential economic constraints and increased price pressure on our customers, for example as a result of the Covid-19 pandemic, could increase demand for own brands and thus have a positive effect on METRO’s profitability.

Procurement risks (#7, new)

Procurement risks were included in the opportunity and risk portfolio for the first time this year. Inflation, supply chain disruptions as well as a weakened negotiating position due to the reduction of the group volume may lead to a negative purchase price development. We assess the risk as ‘moderate’ (> €50−100 million) and ‘possible’ (> 25–50%). Moreover, insolvencies, production downtimes (for example energy failure or lack of raw materials) or breaches of contract by suppliers may lead to product unavailability and thus to sales losses. In order to mitigate the risks, METRO is launching projects to promote bundled purchasing activities by the national subsidiaries and thus gain more beneficial prices. Furthermore, we continuously monitor and evaluate the performance of our suppliers and have access to alternative suppliers, especially for important products. When we renegotiate expiring contracts, we try to implement agreements that compel the supplier to be sufficiently prepared so that supply continuity can even be ensured in the event of force majeure.

Quality risks (#8)

As a wholesale company, METRO depends on external producers and service providers. Defective or unsafe products, exploitation of the natural environment, inhumane working conditions or infringements against our compliance standards could potentially cause major damage to the reputation of METRO and pose a lasting threat to the company’s success. We therefore continuously audit our suppliers to assess their adherence to METRO’s stringent procurement and compliance standards. These include the food safety and quality standards recognised by the Global Food Safety Initiative (GFSI), such as the International Food Safety Standard and the GLOBALGAP certification for agricultural products. They contribute to the safety of foods on all cultivation, production and sales levels. In order to be able to operate as a METRO own-brand supplier on a preliminary basis without a recognised and valid audit certificate, the supplier must pass a special test (METRO Assessment Solution) conducted by an accredited certification body. Violations of conditions can lead to exclusion from our supplier network or, in the case of unacceptable production methods, to a product being blacklisted. If suppliers do not provide a corresponding certificate, it jeopardises the due diligence of METRO towards the customer. Potentially non-safe products on the market which are unsuitable for human consumption or use or even harmful to health represent a very high reputation risk and comprise the threat of lasting damage to customer relationships. Should a quality incident occur despite these measures, the process steps for resolving interruptions and incidents described in our manual set out the procedure to react to the incident in the interest of our customers. We also continuously identify potential improvements to our quality assurance systems and implement them.

Financials

Financial risks (#9)

Unexpected deviations from the budget or the outlook could potentially result in METRO missing its budget targets and making wrong business decisions. This could lead to unexpected negative financial consequences. We therefore place high priority on measures designed to mitigate these risks. In order to minimise risks, we are consistently implementing strategic measures aimed at improving our earnings. We support the operational units in their proactive implementation of the strategy by providing them with value creation plans. We also mitigate risks by conducting effective internal controls, close interlocking of strategic planning and the budgeting process, very close monitoring of budget compliance as well as strong involvement of the supervisory bodies. The fact that our financial year differs from the calendar year allows us a high degree of planning certainty at an early stage, with the profitable Christmas quarter being the first quarter of our financial year. Furthermore, potential insolvencies of commercial partners and customers represent a financial risk. In order to minimise the risk of bad debts, we monitor the ratings and credit spreads of counterparties on a daily basis – insofar as they are available – in addition to the receivables portfolio. At the same time, we reduce the default risk to a minimum by distributing cash pooling among several parties (diversification) and by using standard scoring and limit authorisation tools.

Transactions

Opportunities from portfolio simplification and efficiency improvements

The country portfolio is regularly reviewed with regard to the feasibility of a local market leadership and the attractiveness of the respective markets. In this context, in the past financial year METRO decided to discontinue its business activities in Japan and Myanmar. Further portfolio adjustments cannot be ruled out in the future. We have successfully completed significant company disposals (Galeria Kaufhof, Real, majority stake in METRO China) in recent years and have extensive experience in this regard. In the future, METRO will also focus on investments to strengthen its wholesale business and expand market shares. The focus on wholesale could lead to improved workflows along the value chain faster than expected and could have a positive effect on our business development through an increase in operating efficiency. Collaborations (even if they are purely contractual) can help us reduce operational cost and give our customers access to innovative food products.

Opportunities from company acquisitions

Great potential for increases in value may arise from acquisitions, particularly in business segments of strategic importance. Following the completed disposals of Real and the majority stake in METRO China, METRO’s liquidity situation is excellent and provides room for company acquisitions. We see opportunities in the further expansion of our core business, mainly through acquisitions in the delivery business, as well as in reinforcing our activities in related B2B areas, e.g. in e-commerce and marketplace operations. METRO made various acquisitions in the past financial year, including Davigel (Spain) and Aviludo (Portugal) as well as AGM (Austria, in competition law examination procedure). The existing minority interests held by METRO offer the opportunity for additional increases in value if, for example, start-up companies were to develop better than expected. We also want to solidify and expand our leading position in numerous markets. We expect that the consolidation of the wholesale stores in many of our portfolio countries will be intensified by the Covid-19 pandemic. Our goal here is to gain market share and, where appropriate, to take over individual locations of competitors and thus actively advance market consolidation.

Transaction risks (#10)

The risk from the previous year ‘Risks from completed transactions’ was renamed to ‘Transaction risks’. This year, it also includes risks from ongoing transactions in connection with the acquisition of the AGM stores in Austria (in competition law examination procedure). Furthermore, it continues to contain the risks from completed company acquisitions and disposals, such as the risks associated with the disposal of the hypermarket business and the disposal of the minority interest in METRO China as well as other subsequent liability risks from completed sales of companies from previous years. We assess the remaining risks as significant and probable. In connection with the disposal of the hypermarket business, the risks mainly consist of residual costs that will continue to be incurred after the sale and may not be sufficiently offset by proceeds from continuing operations to cover these costs, and the utilisation of guarantees. Examples of residual costs are the loss of purchasing synergies and the temporary underutilisation of METRO LOGISTICS, which will only be realised in the medium term due to transitional agreements. During this transitional period, the development of third-party business is planned in order to utilise the capacity of METRO LOGISTICS.

The demerger of the former METRO GROUP was concluded on 13 July 2017 with the initial listing of METRO AG shares on the stock exchange. The former METRO GROUP split into a wholesale specialist (the new METRO AG) and a company focused on consumer electronics and services (CECONOMY AG, formerly METRO AG). The demerger may be subject to additional legal risks, adding to the tax risks inherent in the implementation. In detail, these risks are: continuing liability for all liabilities of CECONOMY AG occurring on the effective date of the demerger/spin-off for a period of 5 years.

We are continuously monitoring the financial position of CECONOMY AG. By way of legal defence strategies, we are prepared for any potential complaints.

Legal and tax

Increasing trade regulations (#11)

This year, the risk also includes risks from the more stringent regulation pertaining to deferred compensation, which were listed separately in the previous year. The European Union and national governments are increasingly adopting or amending regulations to regulate trade that could affect our business. The implementation of the Unfair Trading Practices directive will weaken our negotiating position. Further restrictions on trade practices through local law are expected in EU countries in this context. In the Corporate Public Policy department, we collect, discuss and analyse important social, regulatory and political issues in order to represent our interests at the political level through responsible lobbying. We take increasing legal requirements into account by regularly revising regulations. Besides purchase price agreements for goods we resell, we enter into agreements on so-called subsequent remuneration with the suppliers. They include purchasing conditions, for example in the form of product-specific deferred rebates, cost reimbursements or payments for services such as specific customer data analyses. For the last few years, we have observed that agreements on subsequent compensation between buyers and suppliers have been subjected to increased regulatory restrictions. This is mainly the case in Eastern Europe, but also in other countries in which METRO operates. Russia, in particular, is affected by a decline in subsequent compensations. Some restrictions mean that certain conditions are completely prohibited. At the same time, antitrust law is used to regulate conditions to the detriment of wholesalers and retailers, as it is presumed that they have market power.

We continuously and systematically monitor the risks arising from increasing regulation regarding subsequent compensation. We address these regulation trends using a preventative approach by adapting our contractual relationships with suppliers in the relevant jurisdictions and/or in relation to certain product categories to the respective developments. This allows us to ensure that any subsequent benefit arrangement complies with the applicable laws at all times. We also take care to appropriately provide for the respective limitation periods under civil law. As part of an ongoing monitoring programme, we analyse historical condition structures and update the current remuneration agreements based on these findings where it is deemed necessary. Without active management, there would be a risk that added value in the form of subsequent compensation in selected product groups and/or individual countries could no longer or only partially be collected as a result of changes to the regulatory framework. This could have a corresponding negative impact on the total comprehensive income of our company.

Tax risks (#12)

Tax risks can primarily arise in relation to the assessment of financial matters by the tax authorities (including transfer price issues). Additional risks may result from differing interpretations of sales tax (VAT) regulations. Another aspect is the potential expiry of existing tax loss carry-forwards in the event of an acquisition of more than 50% of the shares in METRO AG by an anchor shareholder. Due to a lack of quantifiability in terms of probability of occurrence, the risk is not included in the overall assessment of tax risks this year. In order to identify and minimise tax risks at an early stage, METRO AG has issued a group tax guideline, which is continuously monitored by the Corporate Group Tax department to ensure that it is up to date and properly implemented. These risks are regularly and systematically examined and assessed. Increasing tax requirements are taken into account in the regular revision of regulations. Moreover, an internal control system for the sales tax process was established in financial year 2019/20 and initially implemented for German companies. The roll-out process to other national subsidiaries was also completed in the reporting period.