Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial Summary

Third quarter 2022 included the following notable items:

?Diluted earnings per common share ("EPS") were $0.48.

?Adjusted diluted EPS, a non-GAAP measure, were $0.49.

?Sales increased 20.1 percent, driven by an increase in comparable store sales.

?Comparable store sales increased 13.8 percent from the prior year comparable period, driven primarily by an increase in average ticket amount.

?Operating income of $27.4 million was 74.9 percent higher than the prior year comparable period.

?Net income was $16.3 million.

?Adjusted net income, a non-GAAP measure, was $16.6 million.



Earnings Per Common Share                 Three Months Ended                

Nine Months Ended


                                 December 25,    December 26,                                 December 26,
                                     2021            2020      Change    December 25, 2021        2020      Change
Diluted EPS                      $        0.48   $       0.20 140.0 %   $              1.56   $       0.67 132.8 %
Adjustments                               0.01           0.01                          0.09           0.09
Adjusted diluted EPS             $        0.49   $       0.22 122.7 %   $              1.66   $       0.77 115.6 %

Note: Amounts may not foot due to rounding.



Adjusted net income and adjusted diluted EPS, each of which is a measure not
derived in accordance with U.S. GAAP, exclude the impact of certain items.
Management believes that adjusted net income and adjusted diluted EPS are useful
in providing period-to-period comparisons of the results of our operations by
excluding certain non-recurring items and items related to store closings as
well as Monro.Forward or acquisition initiatives. Reconciliations of these
non-GAAP financial measures to GAAP measures are provided beginning on   page
19   under "Non-GAAP Financial Measures."

We define comparable store sales, or same store sales, as sales for stores that
have been opened or owned at least one full fiscal year. We believe this period
is generally required for new store sales levels to begin to normalize.
Management uses comparable store sales to assess the operating performance of
the Company's stores and believes the metric is useful to investors because our
overall results are dependent upon the results of our stores. Comparable sales
measures vary across the retail industry. Therefore, our comparable store sales
calculation is not necessarily comparable to similarly titled measures reported
by other companies.

Impact of COVID-19

The full impact of the COVID-19 pandemic will depend on factors such as the
length of time of the pandemic; how federal, state and local governments are
responding; the efficacy and distribution of the COVID-19 vaccines; the
longer-term impact of the pandemic on the economy and consumer behavior; and the
effect on our customers, referred to as "guests"; employees, referred to as
"teammates"; vendors and other partners.

During this time, we are focused on protecting the health and safety of our teammates and guests, while seeking to continue operating our business responsibly.



During this period when vaccine distribution has increased and more businesses
are operating at levels similar to pre-pandemic capacity, we have experienced
labor inefficiencies and a shortage of teammates in some of our store locations.
If we are unable to fill enough teammate positions, we may be unable to earn as
much revenue as if we were fully staffed. We have had to pay more for labor
because our teammates continue working overtime in order to meet the surge in
demand, which, along with an incremental investment we made in technician labor
costs to support current and future sales growth amidst improving consumer
demand trends, increased our technician labor costs as a percentage of sales and
may decrease our gross profit and net income if not offset by other factors.
Although we are experiencing unprecedented challenges during this pandemic, we
continue our focus to remain as efficient as possible while still offering safe
and high quality service to our guests.

While we expect many teammates to return to our offices in the future, the
timing of such a return could be affected by resurgences of COVID-19 in areas
where our offices are located. When we return to our offices, we expect many
teammates to continue to work in a hybrid of in-person and remote work. These
changes to our operations going forward may present additional challenges and
increased costs to ensure our offices are safe and functional for hybrid work
that enable effective collaboration of both in-person and remote teammates.

Monro, Inc. [[Image Removed: Picture 2]] Q3 2022 Form 10-Q 15

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS



Given the level of volatility and uncertainty surrounding the future impact of
COVID-19, we cannot estimate with certainty the long-term impacts of the
COVID-19 pandemic on our business, financial condition, results of operations,
and cash flows.

Analysis of Results of Operations



Summary of Operating Income             Three Months Ended                    Nine Months Ended
                                  December      December             December 25,     December
(thousands)                       25, 2021      26, 2020    Change       2021         26, 2020    Change
Sales                            $  341,781    $  284,591  20.1  %   $  1,031,298    $  820,237  25.7  %
Cost of sales, including
distribution and
?occupancy costs                    221,199       188,453  17.4           654,102       532,119  22.9
Gross profit                        120,582        96,138  25.4           377,196       288,118  30.9
Operating, selling, general
and administrative expenses          93,146        80,450  15.8           287,366       236,603  21.5
Operating income                 $   27,436    $   15,688  74.9  %   $     89,830    $   51,515  74.4  %


Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, etc., and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See


  Note 8   to the Company's consolidated financial statements for further
information. We use comparable store sales to evaluate the performance of our
existing stores by measuring the change in sales for a period over the
comparable, prior-year period of equivalent length. There were 89 selling days
in the three months ended December 25, 2021 and in the three months ended
December 26, 2020, and 270 selling days in the nine months ended December 25,
2021 and in the nine months ended December 26, 2020.

Sales growth - from both comparable store sales and new stores - represents an
important driver of our long-term profitability. We expect that comparable store
sales growth will significantly impact our total sales growth. We believe that
our ability to successfully differentiate our guests' experience through a
careful combination of merchandise assortment, price, convenience, guest
experience, and other factors will, over the long-term, drive both increasing
guest traffic and the average ticket amount.

Sales                                          Three Months Ended              Nine Months Ended
                                            December        December     December 25,       December
(thousands)                                 25, 2021        26, 2020         2021           26, 2020
Sales                                      $  341,781      $  284,591    $  1,031,298      $  820,237
Dollar change compared to prior year       $   57,190                    $  

211,061


Percentage change compared to prior year         20.1  %                    

25.7 %




The sales increase was primarily due to an increase in comparable store sales
from an increase in average ticket amount as comparable store sales growth
increased across our product categories with higher growth in our tires,
maintenance and brakes categories. Additionally, there was an increase in sales
from new stores. Partially offsetting these increases was a decrease in sales
from closed stores. The following table shows the primary drivers of the change
in sales for each of the three months and nine months ended December 25, 2021,
as compared to the same period ended December 26, 2020.

                                                         Three Months       Nine Months
Sales Percentage Change                                      Ended             Ended
                                                           December          December
                                                           25, 2021          25, 2021
Sales change                                                20.1    %         25.7    %
Primary drivers of change in sales
Comparable stores sales                                     13.8    %         20.3    %
New store sales (a)                                          6.5    %          6.2    %
Closed store sales                                          (0.1)   %         (0.6)   %


(a)Sales from 2022 and 2021 acquisitions contributed 6.4 percent and 6.0 percent
of the sales change for the three months and the nine months ended December 25,
2021, respectively.

Monro, Inc. [[Image Removed: Picture 2]] Q3 2022 Form 10-Q 16

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS



As the COVID-19 pandemic has evolved, demand for automotive undercar repair
services as well as replacement tires and tire related services continues to be
volatile. During the three months and nine months ended December 25, 2021,
comparable store sales growth increased across our product categories with
higher growth in our higher-margin brakes, alignment and maintenance categories,
as well as our tire category, each of which experienced declines during the
three months and nine months ended December 26, 2020.

Comparable Store Product Category Sales Change Three Months Ended


 Nine Months Ended
                                               December 25, December 26,   December 25, December
                                                   2021         2020           2021     26, 2020
Tires                                             11      %     (8)    %      15      %     (8) %
Maintenance                                       11      %    (19)    %      22      %    (24) %
Brakes                                            28      %    (21)    %      39      %    (30) %
Alignment                                         28      %    (16)    %      37      %    (21) %
Front end/shocks                                  14      %    (17)    %      23      %    (25) %
Exhaust                                           14      %    (17)    %      18      %    (24) %


Sales by Product Category                      Three Months Ended        Nine Months Ended
                                             December 25, December    December 25,  December
                                                 2021     26, 2020        2021      26, 2020
Tires                                            56     %     57  %       53     %     56    %
Maintenance                                      23           23          24           24
Brakes                                           12           11          13           12
Steering (a)                                      8            7           8            7
Exhaust                                           1            2           2            1
Total                                           100     %    100  %      100     %    100    %

(a)Steering product category includes front end/shocks and alignment product category sales.



Change in Number of Company-Operated Retail    Three Months
Stores                                             Ended         Nine Months Ended
                                             December December   December December
                                             25, 2021 26, 2020   25, 2021 26, 2020
Beginning store count                          1,288    1,242      1,263    1,283
Opened (a)                                        17       19         47       20
Closed                                            (2)      (1)        (7)     (43)
Ending store count                             1,303    1,260      1,303    1,260

(a)The stores opened are primarily stores acquired from the 2022 and 2021 acquisitions.

Cost of Sales and Gross Profit



Gross Profit                                   Three Months Ended            Nine Months Ended
                                           December 25,  December 26,   December 25,  December 26,
(thousands)                                    2021          2020           2021          2020
Gross profit                               $  120,582    $  96,138      $  377,196    $  288,118
Percentage of sales                              35.3  %      33.8  %         36.6  %       35.1  %
Dollar change compared to prior year       $   24,444                   $   

89,078


Percentage change compared to prior year         25.4  %                    

30.9 %




The increase in gross profit, as a percentage of sales, of 150 basis points
("bps") for the three months and nine months ended December 25, 2021, as
compared to the prior year comparable period, was primarily due to a decrease in
material costs, as a percentage of sales, as a result of a shift in sales mix
from tires to our higher margin service categories. Additionally, through the
use of our tire category and management pricing tool, we expanded our gross
profit per tire from the prior year comparable period. The increase in gross
profit, as a percentage of sales, was also partially due to a decrease in
distribution and occupancy costs, as a percentage of sales, as we gained
leverage on these largely fixed costs with higher overall comparable store
sales. Partially offsetting these decreases was an increase in technician labor
costs, which increased as a percentage of sales, as we made an incremental
investment in technician labor costs to support current and future sales growth
amidst improving consumer demand trends for our product and service categories.

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS



Gross Profit as a Percentage of Sales Change            Three Months Ended         Nine Months Ended
                                                         December 25, 2021         December 25, 2021
Gross profit change                                            150    bps                150    bps
Primary drivers of change in gross profit as a
percentage of sales
Material costs                                                 180    bps                190    bps
Distribution and occupancy costs                               120    bps                160    bps
Technician labor costs                                        (150)   bps               (210)   bps


OSG&A Expenses

OSG&A Expenses                                Three Months Ended            Nine Months Ended
                                           December 25, December 26,   December 25,  December 26,
(thousands)                                    2021         2020           2021          2020
OSG&A Expenses                             $  93,146    $  80,450      $  287,366    $  236,603
Percentage of sales                             27.3  %      28.3  %         27.9  %       28.8  %
Dollar change compared to prior year       $  12,696                   $   

50,763


Percentage change compared to prior year        15.8  %                     

21.5 %




The increase of $12.7 million and $50.8 million in OSG&A expenses for the three
months and nine months ended December 25, 2021, respectively, as compared to the
prior year comparable period is primarily due to increased expenses from
comparable stores, mainly store management compensation and operating expenses
needed to match demand. However, we gained leverage with higher overall
comparable store sales, which resulted in the decrease in OSG&A expenses, as a
percentage of sales, from the prior year comparable period. The increase in
OSG&A expenses for the three months and nine months ended December 25, 2021 was
also partially due to increased expenses from 51 new stores, as well as an
increase in litigation settlement costs (mainly related to the Cerini matter
described in   Note 10   to the Company's consolidated financial statements).
Partially offsetting these increases were lower expenses for the three months
and nine months ended December 25, 2021 from eight stores closed compared to the
prior year comparable period.

                                                       Three Months       Nine Months
OSG&A Expenses Change                                      Ended             Ended
                                                         December          December
(thousands)                                              25, 2021          25, 2021
OSG&A expenses change                                     $ 12,696          $ 50,763
Drivers of change in OSG&A expenses
Increase from comparable stores                           $  8,261          $ 36,597
Increase from new stores                                  $  5,059          $ 12,942
Increase in litigation settlement costs                   $     89          $  4,009
Decrease from closed stores                               $   (713)         $ (2,785)


Other Performance Factors

Net Interest Expense

Net interest expense of $5.7 million for the three months ended December 25,
2021 decreased $1.1 million as compared to the prior year period, and decreased
as a percentage of sales from 2.4 percent to 1.7 percent. Weighted average debt
outstanding for the three months ended December 25, 2021 decreased by
approximately $26 million as compared to the three months ended December 26,
2020. This decrease is primarily related to a decrease in debt outstanding under
our revolving credit facility (the "Credit Facility"). The weighted average
interest rate decreased approximately 60 basis points from the prior year
quarter due primarily to a decrease in Credit Facility borrowing rates.

Net interest expense for the nine months ended December 25, 2021 decreased $2.6
million as compared to the same period in the prior year, and decreased from 2.6
percent to 1.8 percent as a percentage of sales for the same periods. Weighted
average debt outstanding decreased by approximately $137 million and the
weighted average interest rate increased by approximately 30 basis points as
compared to the same period of the prior year.

Provision for Income Taxes

Our effective income tax rate for the three months and nine months ended December 25, 2021, was 25.3 percent and 25.5 percent, respectively, compared with 25.2 percent in the comparable prior year periods.

Monro, Inc. [[Image Removed: Picture 2]] Q3 2022 Form 10-Q 18

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS


Non-GAAP Financial Measures



In addition to reporting net income and diluted EPS, which are GAAP measures,
this Form 10-Q includes adjusted net income and adjusted diluted EPS, which are
non-GAAP financial measures. We have included reconciliations to adjusted net
income and adjusted diluted EPS from our most directly comparable GAAP measures,
net income and diluted EPS, below. Management views these non-GAAP financial
measures as indicators to better assess comparability between periods because
management believes these non-GAAP financial measures reflect our core business
operations while excluding certain non-recurring items and items related to
store closings as well as Monro.Forward or acquisition initiatives.

These non-GAAP financial measures are not intended to represent, and should not
be considered more meaningful than, or as an alternative to, their most directly
comparable GAAP measures. These non-GAAP financial measures may be different
from similarly titled non-GAAP financial measures used by other companies.

Adjusted net income is summarized as follows:



Reconciliation of Adjusted Net Income         Three Months Ended           Nine Months Ended
                                          December 25,    December     December 25,    December
(thousands)                                   2021        26, 2020         2021        26, 2020
Net income                                $    16,287    $    6,683    $    52,953    $   22,516
Store impairment charge                              -             -              -           99
Store closing costs                                 5           (14)          (425)        2,496
Monro.Forward initiative costs                    418         1,056            569         1,510
Acquisition due diligence and integration
costs                                             170           122            590           161
Management transition costs                          -          128             59           385
Litigation settlement costs                      (161)         (250)         3,759          (250)
Provision for income taxes on adjustments        (104)         (234)        (1,101)       (1,022)
Adjusted net income                       $    16,615    $    7,491    $    56,404    $   25,895

Adjusted diluted EPS is summarized as follows:

Reconciliation of Adjusted Diluted EPS Three Months Ended


  Nine Months Ended
                                          December 25,       December     December 25,    December
                                              2021           26, 2020         2021        26, 2020
Diluted EPS                               $      0.48       $     0.20    $      1.56    $     0.67
Store impairment charge (a)                          -                -              -         0.00
Store closing costs (a)                          0.00            (0.00)         (0.01)         0.06
Monro.Forward initiative costs                   0.01             0.02           0.01          0.03
Acquisition due diligence and integration
costs (a)                                        0.00             0.00           0.01          0.00
Management transition costs (a)                      -            0.00           0.00          0.01
Litigation settlement costs (a)                 (0.00)           (0.01)          0.08         (0.01)
Adjusted diluted EPS                      $      0.49       $     0.22    $      1.66    $     0.77

(a)Amounts, in the periods presented, may be too minor in amount, net of the impact from income taxes, to have an impact on the calculation of adjusted diluted EPS.



Note: The calculation of the impact of non-GAAP adjustments on diluted EPS is
performed on each line independently. The table may not add down by +/- $0.01
due to rounding.

The adjustments to diluted EPS reflect effective tax rates of 24.1 percent and
22.5 percent for the three months ended December 25, 2021 and December 26, 2020,
respectively, and 24.2 percent and 23.2 percent for the nine months ended
December 25, 2021 and December 26, 2020, respectively. See adjustments from the
Reconciliation of Adjusted Net Income table above for pre-tax amounts.

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation



We expect to continue to generate positive operating cash flow as we have done
in the last three fiscal years. The cash we generate from our operations allows
us to support business operations and Monro.Forward initiatives as well as
invest in attractive acquisition opportunities intended to drive long-term
sustainable growth, while paying down debt and returning cash to our
shareholders through our dividend program.

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS



In addition, because we believe a large portion of our future expenditures will
be to fund our growth, through acquisition of retail stores and/or opening
greenfield stores, we continually evaluate our cash needs and may decide it is
best to fund the growth of our business through borrowings on our Credit
Facility. Conversely, we may also from time to time determine that it is in our
best interests to voluntarily repay certain indebtedness early.

Accordingly, we believe that our current sources of funds will provide us with
adequate liquidity during the 12-month period following December 25, 2021, as
well as in the long-term.

See the sections below for more details regarding material requirements for cash in our business and our sources of liquidity to meet such needs.

Material Cash Requirements



We currently expect our capital expenditures to support our projects, including
upgrading our facilities and systems as well as funding our Monro.Forward
initiatives, to be $30 million to $40 million in the aggregate in 2022.
Additionally, we have contractual finance lease and operating lease commitments
with landlords through October 2040 for $604.3 million in lease payments, of
which $98.7 million is due within one year. For details regarding these lease
commitments, see   Note 10   to the Company's consolidated financial statements.

As of December 25, 2021, we had $195.0 million outstanding under the Credit Facility, none of which is due in the succeeding 12 months. For details regarding our indebtedness that is due, see Note 10 to the Company's consolidated financial statements.

We paid cash dividends totaling $25.7 million ($0.76 per share) during the nine months ended December 25, 2021. For details regarding our cash dividend, see

Note 7 to the Company's consolidated financial statements.

Sources and Conditions of Liquidity

Our sources to fund our material cash requirements are predominantly cash from operations, cash and equivalents on hand, and availability under our Credit Facility.

As of December 25, 2021, we had $9.5 million of cash and equivalents. In addition, we had $375.4 million available under the Credit Facility as of December 25, 2021.

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