Canadian Tire first quarter net earnings rise 35.5% to $64.5 million

    All businesses contribute to strong earnings and revenue growth-------------------------------------
    Consolidated  Highlights(1):
                                                                       Year-
                                                                        over
                                              2007           2006       year
                                          1st Quarter    1st Quarter  change
    -------------------------------------------------------------------------

    Retail sales                        $1.81 billion  $1.71 billion    5.6%
    Gross operating revenue             $1.74 billion  $1.57 billion   10.9%
    Earnings before income taxes and
     minority interest                  $99.2 million  $78.0 million   27.3%
    Net earnings                        $64.5 million  $47.6 million   35.5%
    Net earnings excluding non-
     operating gains and losses(2)      $66.9 million  $53.7 million   24.4%
    Basic earnings per share            $0.79          $0.58           35.5%
    Adjusted basic earnings per share
     excluding non-operating gains and
     losses(2)                          $0.82          $0.66           24.4%

    (1)  All dollar figures in this table are rounded.
    (2)  Non-GAAP measure. Please refer to section 12.0 in Management's
         Discussion and Analysis in our 2006 Financial Report.TORONTO, May 10 /CNW/ - Canadian Tire Corporation, Limited (CTC.a, CTC)
today reported first quarter net earnings of $64.5 million, an increase of
35.5 percent compared to $47.6 million in the same period of 2006. Excluding
non-operating gains and losses, net earnings were $66.9 million, an increase
of 24.4 percent compared to $53.7 million last year.
    Basic earnings per share were $0.79, an increase of 35.5 percent compared
to $0.58 per share recorded in the first quarter of 2006. Excluding
non-operating gains and losses, adjusted basic earnings per share increased
24.4 percent to $0.82 compared to $0.66 the previous year.
    "We are pleased with our first quarter results and the continued momentum
in each of our businesses. Our performance benefited from strong revenue
growth, enhanced margins and tight expense controls," said Tom Gauld,
president and CEO. "We remain confident in our growth strategies and in our
earnings forecast for 2007."Business Overview
    CANADIAN TIRE RETAIL (CTR)
    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Retail sales(1)                             $1,242.6  $1,205.1      3.1%
    Same store sales(2)
     (year-over-year % change)                      1.3%      2.8%
    Net shipments (year-over-year % change)        11.1%    (0.1)%
    Earnings before income taxes and minority
     interest                                      $40.0     $38.5      4.0%
    -------------------------------------------------------------------------
    Less adjustment for:

    Gain on disposals of property and equipment      $ -      $3.4
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes and
     minority interest(3)                          $40.0     $35.1     14.0%
    -------------------------------------------------------------------------
    (1)  Includes sales from Canadian Tire stores, PartSource stores, sales
         from CTR's online web store and the labour portion of CTR's auto
         service sales.
    (2)  Same store sales include sales from stores that have been open for
         more than 53 weeks.
    (3)  Non-GAAP measure. Please refer to section 12.0 in Management's
         Discussion and Analysis in our 2006 Financial Report.CTR's first quarter retail sales grew to $1.24 billion from
$1.21 billion, an increase of 3.1 percent. Same store sales at the new Concept
20/20 stores increased a strong 6.6 percent. Overall, same store sales
increased 1.3 percent over the prior year. During the construction and
remerchandising of stores undergoing conversion to the Concept 20/20 format,
sales are negatively impacted. Excluding the impact of 39 stores undergoing
conversion, same store sales were up 1.9 percent in the first quarter. After a
slow start to seasonal product sales, CTR's sales of winter-related
merchandise, including snow shovels and snow blowers, and footwear and
apparel, returned to expected levels in late January and February as cold
weather arrived in key markets. Additionally, the better living and kitchen
and home appliance categories showed strong growth during the quarter. These
strong sales results were partially offset by a decline in the sales of tools
and electronics, attributable to a decrease in flyer space. In addition,
expected early spring seasonal product sales were delayed due to the late
arrival of the season.
    CTR's pre-tax first quarter earnings of $40.0 million increased
4.0 percent from $38.5 million in the comparable 2006 period. Adjusted pre-tax
earnings, excluding non-operating items, increased 14.0 percent to
$40.0 million from $35.1 million in the same period last year. The comparative
year-over-year adjusted pre-tax earnings were also affected by the
elimination, in April 2006, of income from a limited real estate partnership,
which contributed $3.8 million in the first quarter of 2006. The increase in
earnings reflects a significant increase in product shipments to stores over
the prior year due to Associate Dealers restocking their inventories, which
were relatively low at the beginning of the period. Shipments also benefited
from the significant number of Concept 20/20 store openings planned for the
second quarter. Margins benefited from productivity improvements in the supply
chain.
    During the quarter, CTR opened six Concept 20/20 stores, including four
replacement and two retrofitted stores. For the full year, CTR plans to
complete 70 Concept 20/20 store projects, of which nine will be new additions
to the chain. Total retail square feet will increase by approximately
1.6 million, or approximately 10 percent, by the end of the year.
    PartSource experienced double digit total sales growth in the quarter on
the continued strength of retail and commercial sales and the expansion of the
store network. PartSource opened one new store during the quarter, bringing
its total store network to 64. PartSource plans to open up to eight new stores
during 2007 through new store openings and small-scale acquisitions.CANADIAN TIRE PETROLEUM (Petroleum)
    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Sales volume (millions of litres)              415.3     384.8      7.9%
    Retail sales                                  $385.4    $354.0      8.9%
    Earnings before income taxes                    $2.5      $1.7     50.0%
    -------------------------------------------------------------------------
    Less adjustment for:
      Loss on disposals of property and
       equipment                                   $(0.2)    $(0.1)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(1)        $2.7      $1.8     58.8%
    -------------------------------------------------------------------------
    (1)  Non-GAAP measure. Please refer to section 12.0 in Management's
         Discussion and Analysis in our 2006 Financial Report.Petroleum's gasoline sales volumes increased 7.9 percent during the first
quarter to 415.3 million litres from 384.8 million litres a year ago. The
increase was mainly a result of continuing strong response to Petroleum's
customer offerings, including the Gas Advantage MasterCard in Ontario.
Convenience store sales increased 16.9 percent over the comparable 2006
period, while car wash sales increased 20.8 percent.
    Petroleum recorded pre-tax earnings of $2.5 million, a 50 percent
increase over the $1.7 million recorded in the comparable 2006 period.
Adjusted pre-tax earnings increased 58.8 percent to $2.7 million from
$1.8 million one year ago. The increase was due to higher gasoline margins,
related to improving market conditions, and expense management.
    During the quarter, Petroleum opened four new gas bars and one re-branded
site, one car wash and five convenience stores. Plans for 2007 include opening
nine new gas bar sites in strategic locations, modernizing up to 25 sites to
improve the customer experience, and re-branding competitor sites as
opportunities arise.MARK'S WORK WEARHOUSE (Mark's)
    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Total retail sales                            $178.3    $151.7     17.6%
    Same store sales(1)
     (% increase over prior year)                  15.7%     10.0%
    Earnings before income taxes                   $11.3      $8.4     34.3%
    -------------------------------------------------------------------------
    Loss on disposal of property and
     equipment(2)                                   (0.3)     (0.1)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(3)       $11.6      $8.5     35.7%
    -------------------------------------------------------------------------
    (1)  Mark's same store sales exclude new stores, stores not open for the
         full period in each year and store closures.
    (2)  Gains and losses on disposal of property and equipment were not
         previously disclosed in our 2006 financial reports.
    (3)  Non-GAAP measure. Please refer to section 12.0 in Management's
         Discussion and Analysis in our 2006 Financial Report.Mark's first quarter total retail sales grew to $178.3 million, an
increase of 17.6 percent from the $151.7 million recorded in the comparable
2006 period. Mark's total retail sales growth was strong in all three of its
major categories with women's wear up 24.6 percent, men's wear up 18.3 percent
and industrial wear up 14.9 percent. Total same store sales rose 15.7 percent
during the quarter with double-digit growth in all of Mark's major regions
across the country.
    For the quarter, Mark's pre-tax earnings were $11.3 million, a 34.3
percent increase over the $8.4 million recorded a year ago. Adjusted pre-tax
earnings increased 35.7 percent to $11.6 million compared to $8.5 million in
the same 2006 period. The growth in earnings was attributable to the sales
increases noted above, as well as an improved gross margin rate and an
improved expense rate.
    During the quarter, Mark's opened two new stores and relocated an
additional five stores. In 2007, Mark's expects to open 24 of its 29 planned
new stores, and expand, relocate or renovate 26 stores as originally planned.
During 2007, total retail square footage is planned to increase by
approximately 14 percent from 2.7 million to 3.1 million.CANADIAN TIRE FINANCIAL SERVICES (Financial Services)
    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Total managed portfolio end of period       $3,473.5  $3,294.2      5.4%
    Earnings before income taxes                   $45.4     $29.4     54.5%
    -------------------------------------------------------------------------
    Less adjustment for:
      Loss on disposals of property and
       equipment                                   $(0.1)    $(0.1)
      Loss on sales of loans receivable            $(3.0)   $(12.7)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(1)       $48.5     $42.2     15.1%
    -------------------------------------------------------------------------
    (1)  Non-GAAP measure. Please refer to section 12.0 in Management's
         Discussion and Analysis in our 2006 Financial Report.Financial Services' total managed portfolio of loans receivable was
$3.5 billion at the end of the first quarter, a 5.4 percent increase over the
$3.3 billion portfolio at the end of the comparable 2006 period. Of this total
portfolio, personal loan receivables represent approximately 6.0 percent.
Total ending credit card loans receivable reached $3.3 billion, up 8.7 percent
from $3.0 billion in 2006 due to continued growth in the number of accounts
with a balance, principally as a result of the continued growth of the Gas
Advantage MasterCard in Ontario. Growth in the credit card loan portfolio was
also due to a 5.6 percent increase in the average account balance to $1,829
from $1,731 at the end of the first quarter of 2006.
    The net write-off rate for the total managed portfolio on a rolling
12-month basis was 5.95 percent. The net write-off rate for the credit card
portfolio improved during the quarter to 5.82 percent from 6.19 percent in the
comparable 2006 period, reflecting the benefits of a number of initiatives to
enhance overall credit card portfolio quality.
    Financial Services' pre-tax earnings of $45.4 million increased
54.5 percent from the $29.4 million recorded in the first quarter of 2006.
Excluding the impact of the loss on the sales of loans receivable and a small
loss on the disposals of property and equipment, adjusted pre-tax earnings for
the quarter increased 15.1 percent to $48.5 million compared to $42.2 million
in the comparable 2006 period. The results reflect growth in the credit card
loan portfolio, lower than planned write-off and allowance costs, and a
reduction in the operating expense ratio, partially offset by ongoing expenses
related to the retail banking initiative of $4.8 million as compared to
$0.2 million in the first quarter of 2006.
    During the quarter, Financial Services supported the retail banking
initiative with a multi-faceted marketing program including flyer inserts,
direct mail, and television and radio advertisements to increase customer
awareness in pilot markets. In 2007, Financial Services plans to introduce
additional retail banking products into the market and will incur
approximately $25 million in expenses during the year associated with the
marketing and operations of the overall initiative.
    The division also plans to increase its total managed portfolio of loans
receivable to $3.9 billion, with the expansion of the Gas Advantage MasterCard
program into other regions of the country, and increase its revenues from
insurance and warranty products by approximately 9 percent in 2007.

    EARNINGS GUIDANCE

    The Company confirms its expectation that earnings per share for 2007
will be in the range of $4.65 to $4.85, excluding non-operating items. While
first quarter 2007 results were strong, the quarter typically represents a
relatively small proportion of full year earnings.

    FORWARD-LOOKING STATEMENTS

    This disclosure contains statements that are forward-looking. Actual
results or events may differ materially from those forecasted in this
disclosure because of the risks and uncertainties associated with Canadian
Tire's business and the general economic environment. Risks and uncertainties
are disclosed in other public filings by the Company, such as Management's
Discussion and Analysis in the 2006 Financial Report and include, but are not
limited to: changes in interest, currency exchange and tax rates; the ability
of Canadian Tire to attract and retain quality employees, Associate Dealers,
Petroleum agents and PartSource and Mark's Work Wearhouse store operators and
franchisees; and the willingness of customers to purchase the Company's
merchandise, financial products and services.
    Risk factors associated with the assumptions that underlie Canadian
Tire's forecasted performance in 2007, as outlined previously, and that have
the potential to affect the operating performance and results of the Company's
divisions include:-  expansion activity planned for Mark's, PartSource, Petroleum and CTR,
       including the associated supply chain infrastructure, could be
       affected by the Company's ability to acquire and develop suitable real
       estate properties and obtain municipal and other required government
       approvals, and the availability of construction material and labour;
    -  unseasonable weather patterns could affect the sales of seasonal
       merchandise at CTR and Mark's, particularly in the second and fourth
       quarters which historically are these divisions' largest selling
       periods;
    -  adverse environmental occurrences could damage the Company's
       reputation or threaten its licenses to operate, particularly in the
       Petroleum division;
    -  changes in commodity prices could affect the profitability of
       Petroleum, CTR and Mark's;
    -  the earnings of Financial Services could be affected by customers'
       inability to repay their Canadian Tire credit card or personal loan
       balances or by an unsatisfactory response to the retail banking pilot
       initiative; and
    -  failure to comply with applicable laws and regulations could result in
       sanctions and financial penalties by regulatory bodies that could
       impact the Company's earnings and reputation. Areas of compliance
       include environment, health and safety, competition, transportation of
       dangerous goods, tax, customs and excise and regulations governing
       financial institutions.The Company has developed its 2007 forecast on the assumption that there
will not be a material deviation in the risks described in this disclosure
compared to the current operating environment. The Company cannot provide any
assurance that forecasted financial or operational performance will actually
be achieved, or if it is, that it will result in an increase in the price of
Canadian Tire shares.

    REVIEW BY BOARD OF DIRECTORS

    The Canadian Tire Board of Directors, on the recommendation of its Audit
Committee, has approved the contents of this disclosure.

    CONFERENCE CALL

    Canadian Tire will conduct a conference call to discuss information
included in this news release and related matters at 3:30 p.m. EST on
Thursday, May 10, 2007. The conference call will be available simultaneously
and in its entirety to all interested investors and the news media through a
webcast at http://investor.relations.canadiantire.ca, and will be available
through replay at this website for one week.

    Canadian Tire Corporation, Limited (TSX: CTC, CTC.a), operates more than
1,100 general merchandise and apparel retail stores, gas stations and car
washes in an inter-related network of businesses engaged in retail, financial
services and petroleum. Canadian Tire Retail, Canada's most shopped general
merchandise retailer, with 468 stores operated by Associate Dealers across
Canada offers a unique mix of products and services through three specialty
categories in which the organization is the market leader - Automotive, Sports
and Leisure, and Home Products. www.canadiantire.ca offers Canadians the
opportunity to shop online. PartSource is an automotive parts specialty chain
with 64 stores designed to meet the needs of purchasers of automotive parts -
professional automotive installers and serious do-it-yourselfers. Canadian
Tire Petroleum is one of the country's largest and most productive independent
retailers of gasoline, operating 265 gas bars, 256 convenience stores and
kiosks, and 75 car washes. Mark's Work Wearhouse is one of the country's
leading apparel retailers operating 340 stores in Canada. Under the Clothes
that Work™ marketing strategy, Mark's sells apparel and footwear in work,
work-related, casual and active-wear categories, as well as health-care and
business-to-business apparel. www.marks.com offers Canadians the opportunity
to shop online. Canadian Tire Financial Services manages over 4 million
Canadian Tire MasterCard accounts and markets related financial products and
services for retail and petroleum customers. Canadians can also access
Financial Services online at www.ctfs.com. Over 50,000 Canadians work across
Canadian Tire's organization from coast-to-coast in the enterprise's retail,
financial services, and petroleum businesses.



    Management's discussion and analysis (MD&A)
    -------------------------------------------------------------------------

    Introduction

    This Management's Discussion and Analysis (MD&A) provides management's
perspective on our Company, our performance and our strategy for the future.

    We, us, our, Company and Canadian Tire

    In this document, the terms "we", "us", "our", "Company" and "Canadian
Tire" refer to Canadian Tire Corporation, Limited and its business units and
subsidiaries.

    Review and approval by the Board of Directors

    The Board of Directors, on the recommendation of its Audit Committee,
approved the contents of this MD&A on May 10, 2007.

    Quarterly and annual comparisons in this MD&A

    Unless otherwise indicated, all comparisons of results for the first
quarter (13 weeks ended March 31, 2007) are against results for the first
quarter of 2006 (13 weeks ended April 1, 2006).

    Restated figures

    Some figures in this MD&A were restated as required by EIC-156,
"Accounting by a Vendor for Consideration Given to a Customer (Including a
Reseller of the Vendor's Products)", which was issued by the Canadian
Institute of Chartered Accountants (CICA) and implemented by us in Q1 2006.
See section 11.3 of our 2006 Financial Report MD&A for a further explanation
of these restatements.
    Certain of the prior period's figures have been reclassified to conform
to the current year presentation.

    Accounting estimates and assumptions

    The preparation of consolidated financial statements that conform with
Canadian generally accepted accounting principles (GAAP) requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent liabilities at the date of the
Consolidated Financial Statements and the reported amounts of revenue and
expenses during the reporting period. We calculate our estimates using
detailed financial models that are based on historical experience, current
trends and other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from those estimates. In our
judgment, none of the estimates detailed in Note 1 of our Consolidated
Financial Statements for the quarter ended March 31, 2007 requires us to make
assumptions about matters that are highly uncertain. For these reasons, none
of the estimates is considered a "critical accounting estimate" as defined in
Form 51-102F1 published by the Ontario Securities Commission.

    Forward-looking statements

    This MD&A contains statements that are forward-looking. Actual results or
events may differ materially from those forecasted in this disclosure because
of the risks and uncertainties associated with Canadian Tire's business and
the general economic environment. In addition to the principal risks
identified in section 9.2 of our 2006 Financial Report, there are other
external factors that could affect our results. These include, but are not
limited to: changes in interest rates, currency exchange rates and tax rates;
the ability of Canadian Tire to attract and retain quality employees,
Associate Dealers, Petroleum agents and PartSource and Mark's store operators
and franchisees; and the willingness of customers to shop at our stores or
acquire our financial products and services.
    Other specific risk factors that may cause actual results or events to
differ materially from those forecasted in this MD&A include:-   expansion activity planned for Mark's Work Wearhouse (Mark's),
        PartSource, Canadian Tire Petroleum (Petroleum) and Canadian Tire
        Retail (CTR), as well as the associated supply chain infrastructure,
        could be affected by the Company's ability to acquire and develop
        real estate properties, obtain municipal and other required
        government approvals, access construction labour, lease suitable
        properties, and weather conditions that could impact the timing of
        construction;
    -   unseasonable weather patterns could affect the sales of seasonal
        merchandise at CTR and Mark's throughout the year, particularly in
        the second and fourth quarters which historically are these
        divisions' largest selling periods;
    -   adverse environmental occurrences could damage the Company's
        reputation or threaten its licences to operate, particularly in the
        Petroleum division;
    -   changes in commodity prices could affect the profitability of
        Petroleum, CTR and Mark's;
    -   disruptions in the supply of gasoline could affect Petroleum's
        revenue and earnings;
    -   the earnings of Canadian Tire Financial Services (Financial Services)
        could be affected by customers' inability to repay their Canadian
        Tire credit card or loan balances or by an unsatisfactory response to
        the retail banking initiative; and
    -   failure to comply with applicable laws and regulations could result
        in sanctions and financial penalties by regulatory bodies that could
        impact our earnings and reputation. Areas of compliance include
        environmental, health and safety, competition law, transportation of
        dangerous goods, customs and excise tax and regulations governing
        financial institutions.We cannot provide any assurance that forecasted financial or operational
performance will actually be achieved, or if it is, that it will result in an
increase in the price of Canadian Tire shares.

    1.0 Our Company

    1.1 Overview of the business

    Canadian Tire has been in business for over 85 years, offering everyday
products and services to Canadians through its growing network of interrelated
businesses. Canadian Tire, our Associate Dealers, franchisees and Petroleum
agents operate more than 1,100 general merchandise and apparel retail stores,
gas stations and car washes. The Company also provides a variety of financial
services to Canadians, primarily its proprietary Options MasterCard™ and
Canadian Tire-branded credit cards, personal loans, insurance and warranty
products. In October 2006, Financial Services began offering high interest
savings accounts, guaranteed investment certificates and residential mortgages
in two pilot markets.
    Canadian Tire's model of interrelated businesses provides market
differentiation and competitive advantage. Canadian Tire's businesses benefit
from the Company's key capabilities in merchandising, marketing and
advertising, supply chain and real estate, which enable us to achieve a
greater level of efficiency. Canadian Tire's primary loyalty program, Canadian
Tire 'Money' - shared by CTR, Financial Services and Petroleum - is an example
of how interrelationships between the businesses create a strong competitive
advantage for the Company.
    The success of the loyalty program has proven - through high customer
acceptance and redemption - to be a key element of Canadian Tire's total
customer value proposition and is designed to drive higher total sales across
CTR, Financial Services and Petroleum. For example, a customer who fills up
with gas at Petroleum's gas stations and uses Canadian Tire credit cards
spends considerably more at Canadian Tire stores, on average, than a customer
who only shops at Canadian Tire stores.
    Mark's has already derived meaningful cost and operating synergies from
Canadian Tire's strengths in real estate and supply chain since its
acquisition by the Company in 2002. Canadian Tire co-locates Mark's and
Canadian Tire stores in certain locations and, increasingly, is extending its
national marketing and advertising channels to boost customer traffic and
loyalty to Mark's and increase its brand penetration.

    Canadian Tire's four main businesses are described below.

    CTR is Canada's most shopped general merchandise retailer with a network
of 468 Canadian Tire stores that are operated by Associate Dealers, who are
independent business owners. Associate Dealers buy merchandise from the
Company and sell it to consumers in Canadian Tire stores. CTR also includes
our online shopping channel and PartSource. PartSource is a chain of
64 specialty automotive hard parts stores that cater to serious
"do-it-yourselfers" and professional installers of automotive parts. The
PartSource network consists of 46 franchise stores and 18 corporate stores.

    Mark's is one of Canada's leading clothing and footwear retailers,
operating 340 stores nationwide, including 290 corporate and 50 franchise
stores that offer men's wear, women's wear and industrial apparel. Mark's
operates under the banner "Mark's", and in Quebec, "L'Equipeur". Mark's also
conducts a business-to-business operation under the "Imagewear by Mark's Work
Wearhouse" brand.

    Petroleum is Canada's largest independent retailer of gasoline with a
network of 265 gas stations, 256 convenience stores and kiosks, 75 car washes,
13 Pit Stops and 82 propane stations. The majority of Petroleum's sites are
co-located with Canadian Tire stores as a deliberate strategy to attract
customers to Canadian Tire stores. Substantially all of Petroleum's sites are
operated by agents.

    Financial Services markets a range of Canadian Tire-branded credit cards,
including the Canadian Tire Options MasterCard, Commercial Link MasterCard and
Gas Advantage MasterCard. Financial Services also offers personal loans,
insurance and warranty products and an emergency roadside assistance service
called "Canadian Tire Roadside Assistance". Canadian Tire Bank, a wholly-owned
subsidiary of Financial Services, is a federally regulated bank that manages
and finances Canadian Tire's MasterCard and retail credit card portfolios, as
well as the personal loan portfolio. In October 2006, Canadian Tire Bank began
offering high interest savings accounts, guaranteed investment certificates
and residential mortgages in two pilot markets.

    2.0 Our strategy

    2.1 Five-year Strategic Plan

    Canadian Tire has a five-year Strategic Plan to guide the Company's
growth from 2005 to 2009. The Plan has five strategic imperatives outlined
below. Each of these imperatives is supported by specific initiatives,
outlined in section 4.0, on business segment performance.1 - grow sales and revenues
    2 - improve our earnings performance
    3 - embed a Customers for Life culture across our entire organization
    4 - extend growth and performance beyond 2009
    5 - enhance value creation through financial flexibility and maximization
        of the value of real estate assets2.2 Financial Aspirations

    As part of our initial strategic planning process, we developed five
financial aspirations that we believe are important and logical metrics for
both the Company and its shareholders to track progress against the Plan.
These metrics are not to be construed as guidance or forecasts for any
individual year within the Plan, but rather as long-term targets that we
aspire to achieve over the life of the Plan, based on the successful execution
of our various initiatives.2005-2009
    Financial Aspirations                                     Strategic Plan
    -------------------------------------------------------------------------
    Same store sales (see note below)
    (simple average of annual percentage growth,
     CTR stores only)                                               3% to 4%
    Gross operating revenue
    (compound annual growth rate)                                   7% to 9%

    EBITDA(1) and minority interest
    (compound annual growth rate)                                 10% to 15%
    Basic earnings per share
    (compound annual growth rate)                                 12% to 15%
    After-tax return on invested capital
    (annual simple average)                                              10%
    -------------------------------------------------------------------------
    (1) Earnings before interest, income taxes, depreciation and
        amortization.  See section 11.0 on non-GAAP measures.Same store sales

    Previously, we reported on CTR's comparable store sales growth as part of
our overall financial aspirations. Beginning in the fourth quarter of 2006, we
began reporting solely on CTR's same store sales growth and accordingly,
changed our financial aspirations to reflect our new practice. The key reasons
for the change in reporting were that same store sales growth is the metric
used by management and most commonly used in the retail industry and the same
store sales calculation will include the large number of store expansions
included in the Concept 20/20 store rollout, whereas the comparable store
sales metric did not.

    3.0 Our performance in 2007

    3.1 Consolidated resultsConsolidated financial results

    ($ in millions except per share amounts)     Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Retail sales(1)                             $1,806.3  $1,710.8      5.6%
    Gross operating revenue                      1,743.4   1,572.1     10.9%
    EBITDA(2) and minority interest                163.6     143.7     14.0%
    Earnings before income taxes and
     minority interest                              99.2      78.0     27.3%
    Effective tax rate                             35.0%     36.0%
    Net earnings                                    64.5      47.6     35.5%
    Basic earnings per share                    $   0.79  $   0.58     35.5%
    Adjusted basic earnings per share(2)        $   0.82  $   0.66     24.4%
    -------------------------------------------------------------------------
    (1) Represents sales at CTR (which includes PartSource), Mark's corporate
        and franchise stores and Petroleum's sites.
    (2) See section 11.0 for non-GAAP measures.


    Highlights of top-line performance by business

    (year-over-year percentage change)           Q1 2007   Q1 2006
    ---------------------------------------------------------------
    CTR retail sales(1)                             3.1%      4.7%
    CTR net shipments                              11.1%    (0.1)%
    Mark's retail sales                            17.6%     11.4%
    Petroleum retail sales                          8.9%     13.1%
    Petroleum gasoline volume                       7.9%      0.5%
    Financial Services' credit card sales          14.2%     18.9%
    Financial Services' gross average
     receivables                                    6.2%     17.6%
    ---------------------------------------------------------------
    (1) Includes sales from Canadian Tire stores, PartSource stores
        and CTR's online web store and the labour portion of CTR's
        auto service sales.First quarter

    Consolidated gross operating revenue increased in the first quarter due
to strong shipments at CTR, higher sales at Mark's and Petroleum and increases
in loans receivable at Financial Services. CTR's shipments were favourably
impacted by Associate Dealers restocking their inventories, which were
relatively low at the beginning of the period. Petroleum registered volume
gains and achieved higher and more stable retail pricing and margins.
    Higher operating revenue, combined with margin improvement at Mark's and
Petroleum, lower interest costs, strong cost containment, a lower effective
tax rate and the impact of non-operating items, contributed to the strong
growth in earnings in the quarter.

    Impact of non-operating items

    The following tables show our consolidated earnings on a pre-tax and
after-tax basis, excluding non-operating gains and losses for the sale of
loans receivable and disposals on property and equipment that occurred in the
first quarter of 2007.Adjusted consolidated earnings before income taxes and minority
    interest(3)

    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Earnings before income taxes and
     minority interest                          $   99.2  $   78.0     27.3%
    Less pre-tax adjustment for:
      Loss on sales of loans receivable(1)          (3.0)    (12.7)
      Gain (loss) on disposals of property
       and equipment(2)                             (0.6)      3.1
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes
     and minority interest(3)                   $  102.8  $   87.6     17.5%
    -------------------------------------------------------------------------
    (1) See section 4.4.on Financial Services' performance.
    (2) See section 4.1 for CTR's performance, section 4.2 for Mark's
        performance, section 4.3 for Petroleum's performance and section 4.4
        for Financial Services' performance.
    (3) See section 11.0 on non-GAAP measures.


    Adjusted consolidated net earnings(1)

    ($ in millions except per share amounts)     Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Net earnings                                $   64.5  $   47.6     35.5%
    Less after-tax adjustment for:
      Loss on sales of loans receivable             (2.0)     (8.1)
      Gain (loss) on disposals of property
       and equipment                                (0.4)      2.0
    -------------------------------------------------------------------------
    Adjusted net earnings(1)                    $   66.9  $   53.7     24.4%
    -------------------------------------------------------------------------
    Basic earnings per share                    $   0.79  $   0.58     35.5%
    Adjusted basic earnings per share(1)        $   0.82  $   0.66     24.4%
    -------------------------------------------------------------------------
    (1) See section 11.0 on non-GAAP measures.Seasonal impact

    We usually experience stronger revenues and earnings in the second and
fourth quarters of each year because of the seasonal nature of some
merchandise at CTR and Mark's and the timing of marketing programs. The
following table shows our financial performance by quarter for the last two
years.

    Consolidated quarterly results($ in millions except per            Q1        Q4        Q3        Q2
     share amounts)                     2007      2006      2006      2006
    -------------------------------------------------------------------------
    Gross operating revenue(1)        $1,743.4  $2,426.1  $2,023.3  $2,247.6
    Net earnings                          64.5     108.3      95.4     103.3
    Basic earnings per share              0.79      1.33      1.17      1.27
    Fully diluted earnings per share      0.79      1.32      1.16      1.25
    -------------------------------------------------------------------------


    ($ in millions except per            Q1        Q4        Q3        Q2
     share amounts)                     2006      2005      2005      2005
    -------------------------------------------------------------------------
    Gross operating revenue(1)        $1,572.1  $2,304.3  $1,888.6  $2,020.6
    Net earnings                          47.6     118.2      84.4      92.2
    Basic earnings per share              0.58      1.44      1.03      1.13
    Fully diluted earnings per share      0.58      1.43      1.02      1.11
    -------------------------------------------------------------------------
    (1) Quarterly gross operating revenue for 2005 has been restated for the
        impact of EIC-156 as required by the CICA. See section 11.3 in our
        2006 Financial Report MD&A for additional information.

    4.0 Business segment performance

    4.1 Canadian Tire Retail

    4.1.1 Strategic Plan update and outlook

    The following outlines CTR's performance in the first quarter of 2007 in
the context of the 2005-2009 Strategic Plan, and provides an outlook for 2007
and for the full Plan period.

    -------------------------------------------------------------------------
    Strategic Plan update and outlook
    -------------------------------------------------------------------------
    Concept 20/20 store program

    Concept 20/20 is the cornerstone of Canadian Tire Retail's current growth
    agenda. Concept 20/20 stores are experiencing strong first-, second- and
    third-year sales, caused by increases in customer traffic and average
    transaction value, thereby providing the potential for a more attractive
    return on investment than previous store formats. Concept 20/20 same
    store sales were strong in the first quarter of 2007, up 6.6%
    year-over-year. On average, customers spend 40 percent more time in
    Concept 20/20 stores than in other store formats, demonstrating that the
    attractive Concept 20/20 store design, product displays and open-plan
    layout encourages customers to browse the stores, increasing the
    likelihood of incremental purchases. The strong sales performance of
    Concept 20/20 led to the decision to accelerate the store rollout in 2006
    and 2007.
    -------------------------------------------------------------------------
    2007 Performance                    2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter

    CTR opened four new Concept 20/20   CTR plans to open approximately
    stores in the quarter, all of       270 Concept 20/20 stores between
    which are replacement stores.       2005 and 2009.

    CTR also expanded and retrofitted   2007 Outlook
    two new-format stores to the
    Concept 20/20 format.               CTR plans to open approximately 70
                                        new Concept 20/20 stores, adding
    At the end of Q1 2007, CTR had      1.6 million retail square feet as
    468 stores, including 132 Concept   follows:
    20/20 stores (of which 20 are       -  19 new Concept 20/20 stores,
    Concept 20/20 Canadian Tire-           including 10 replacement stores
    Mark's Work Wearhouse combination   -  51 expansions and retrofits
    stores). CTR added approximately
    181,000 retail square feet to the
    network for a total of
    16.4 million at the end of the
    quarter.

    -------------------------------------------------------------------------
    Exciting, new and exclusive (ENE) products

    Canadian Tire has built a reputation for offering innovative products.
    CTR's objective is to introduce new products into the market that are
    only available at Canadian Tire. Examples of ENE products include
    cordless lawn mowers, solar-paneled tents that light up at night and
    flexible wiper blades.
    -------------------------------------------------------------------------
    2007 Performance                    2005-2009 Plan
    -------------------------------------------------------------------------
    In the first quarter, retail        CTR plans to continue to increase
    sales of ENE products decreased     sales of ENE products by
    by 46.3 percent compared to the     approximately 10 percent in 2007.
    first quarter of 2006. The
    decrease in the first quarter
    was due to the timing of ENE
    product sales and a very strong
    comparable first quarter for
    particular ENE items in 2006.
    -------------------------------------------------------------------------
    Global sourcing

    Canadian Tire is increasing the percentage of foreign-sourced products
    carried in its stores. The benefits of global sourcing are three-fold:
    access to innovative products; margin protection; and the ability to
    offer compelling price points.
    -------------------------------------------------------------------------
    2007 Performance                    2005-2009 Plan
    -------------------------------------------------------------------------
    In the first quarter,               CTR plans to increase the percentage
    approximately 40 percent of         of products sourced from suppliers
    products sold in CTR's retail       outside of North America to
    stores were purchased from          approximately 50 percent by the end
    suppliers outside North America.    of 2009.
    -------------------------------------------------------------------------
    PartSource network expansion

    PartSource will continue its expansion into new markets through a
    combination of opening new stores and small-scale acquisitions.
    PartSource's strategy to buy small local businesses and convert them to
    the PartSource banner has proven successful, with high rates of customer
    retention after conversion. PartSource began testing corporate stores in
    2005, and due to the initial success of the pilot, will continue to roll
    out corporate stores.
    -------------------------------------------------------------------------
    2007 Performance                    2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter                       PartSource plans to increase its
    -  opened one new corporate store   network to at least 100 stores by
                                        the end of 2009.
    PartSource had a total of 64
    stores at the end of the first      2007 Outlook
    quarter of 2007, including 18
    corporate stores and 46 franchise   In 2007, PartSource plans to add
    stores.                             eight new stores through a
                                        combination of new store openings
                                        and small-scale acquisitions.

                                        PartSource and CTR will also
                                        undertake enhancements to the
                                        automotive parts supply chain to
                                        support continued growth and
                                        efficiency in PartSource and CTR.
    -------------------------------------------------------------------------
    Inventory practices program

    CTR's long-term objective is to ship more than 90 percent of products to
    stores on-time. In addition, CTR is working with Associate Dealers to
    improve ordering and shipping processes to better align the flow of
    product to customer purchasing patterns, thereby reducing corporate and
    store inventory levels and operational complexity, and increasing
    inventory turns.
    -------------------------------------------------------------------------
    2007 Performance                    2005-2009 Plan
    -------------------------------------------------------------------------
    In the first quarter of 2007, the   CTR plans to increase inventory
    percentage of products shipped      turns to 13 times by the end of 2009
    on-time to stores decreased         through improved inventory management
    3.1 percent, to 89.0 percent        and ordering practices.
    compared to 92.1 percent in the
    first quarter of 2006.              In 2007, CTR will begin making
                                        improvements to Associate Dealer
    Inventory turns for the first       ordering and shipping processes, as
    quarter of 2007, based on cubic     previously described.
    volume, increased to 10.3 from
    10.0 in the first quarter of 2006.
    -------------------------------------------------------------------------

    4.1.2 Key performance indicators

    The following are key measures of CTR's sales productivity:
      -  total same store sales growth
      -  average retail sales per store
      -  average sales per square foot of retail space
      -  average transaction value

    CTR total retail and same store sales

    (year-over-year percentage change)                     Q1 2007   Q1 2006
    -------------------------------------------------------------------------

    Total retail sales(1)                                     3.1%      4.7%

    Same store sales                                          1.3%      2.8%
    -------------------------------------------------------------------------
    (1) Includes sales from Canadian Tire stores, PartSource stores, sales
        from CTR's online web store and the labour portion of CTR's auto
        service sales.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    CTR's retail sales

    Retail sales represent total merchandise sold at retail prices and the
    labour portion of automotive sales to consumers across CTR's network of
    stores, including CTR's online web store and PartSource.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    CTR same store sales(1) by store format

    (year-over-year percentage
     change)                           Q1 2007
    -------------------------------------------
    Same store sales
      Concept 20/20 stores                6.6%
      New-format stores                 (1.4)%
      Traditional stores                (0.8)%
    -------------------------------------------
    (1) Same store sales excludes PartSource

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    CTR's same store sales

    Same store sales include sales from all stores that have been open for
    more than 53 weeks.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Historically, Concept 20/20 stores were classified as "new-format" stores
in our financial disclosures. As of Q4 2006, we have been reporting three
separate classes of stores, defined as follows:

    -------------------------------------------------------------------------
     Concept 20/20 store       New-format store         Traditional store
           format                   format                   format
     (mid 2003 to 2007)       (1994 to mid 2003)        (1994 and prior)
       Average retail           Average retail           Average retail
       square footage:          square footage:          square footage:
           52,000                   34,000                   16,000

    -------------------------------------------------------------------------
    Larger format            Large format,            Smaller than either
    launched in September    including "Class Of"     the new-format or
    2003, ranging in size    and "Next Generation"    Concept 20/20 stores
    from 25,000 to 84,000    stores, ranging in       on average.
    square feet. Concept     size from 15,000 to      Traditional stores
    20/20 stores make up     65,000 square feet,      are characterized by
    approximately            most of which were       varied sizes and
    40 percent of the        opened between 1994      layouts. Traditional
    retail square footage    and mid 2003. New-       stores make up
    of the network. See      format stores make up    approximately
    section 4.1.1,           approximately half of    10 percent of the
    Strategic Plan update    the retail square        retail square footage
    and outlook, for more    footage in the           in the network.
    information on the       network. This format
    Concept 20/20 rollout.   immediately preceded
                             the Concept 20/20
                             format.
    -------------------------------------------------------------------------


    CTR store count
                             Q1 2007      2006      2005      2004      2003
    -------------------------------------------------------------------------
    Concept 20/20 stores         132       126        53        25         4
    New-format stores            235       237       292       302       305
    Traditional stores           101       105       117       130       143
    -------------------------------------------------------------------------
    Total new-format,
     traditional and
     Concept 20/20 stores        468       468       462       457       452
    PartSource stores             64        63        57        47        39
    -------------------------------------------------------------------------

    CTR continues to expand and retrofit its store network, with a focus on
the Concept 20/20 stores, consistent with the goals embodied in the 2005-2009
Strategic Plan and consumer preference for this store format, as evidenced by
the same store sales trends.


    Average retail sales per Canadian Tire store(1),(2)

                                                           For the   For the
                                                         12 months 12 months
                                                             ended     ended
                                                          March 31,  April 1,
    ($ in millions)                                           2007      2006
    -------------------------------------------------------------------------
    Concept 20/20 stores                                  $   20.7  $   20.1
    New-format stores                                         15.5      15.2
    Traditional stores                                         7.9       7.9
    -------------------------------------------------------------------------
    (1) Retail sales are shown on a 52-week basis in each year and exclude
        sales from PartSource stores, CTR's online web store and the labour
        portion of CTR's auto service sales.
    (2) Only includes stores that have been open for a minimum of two years
        as at the end of the quarter.

    Sales at new-format and Concept 20/20 stores are higher than at
traditional stores as they are larger, have a more convenient layout and offer
a broader selection of merchandise. The average dollar amount of each retail
sale at new-format and Concept 20/20 stores continues to increase partly
because they allow for larger displays of promotional, seasonal and ENE
products, which are key sales drivers. With the increasing number of larger
Concept 20/20 stores, this trend is continuing.

    Average sales per square foot of Canadian Tire retail space(1),(2)

                                                           For the   For the
                                                         12 months 12 months
                                                             ended     ended
                                                          March 31,  April 1,
                                                              2007      2006
    -------------------------------------------------------------------------
    Retail square footage(1) (millions of square feet)        16.4      15.0
    Concept 20/20 stores(2),(3) ($)                       $    395  $    383
    New-format stores(2),(3) ($)                               456       446
    Traditional stores(2),(3) ($)                              506       503
    -------------------------------------------------------------------------
    (1) Retail square footage is based on the total retail square footage
        including stores that have not been open for a minimum of two years
        as at the end of the quarter.
    (2) Retail sales are shown on a 52-week basis in each year for those
        stores that have been open for a minimum of two years as at the end
        of the quarter. Sales from PartSource stores, CTR's online web store
        and the labour portion of CTR's auto service sales are excluded.
    (3) Retail space does not include warehouse, garden centre and auto
        service areas.Average sales per square foot of retail space in the larger store formats
are lower than in traditional stores, because the additional space is utilized
to display more merchandise, accommodate wider aisles and include more
appealing product displays. The larger store formats generate higher sales
overall and offer a more compelling shopping experience.
    CTR's first quarter retail sales grew 3.1 percent and same store sales
increased 1.3 percent over the prior year, while same store sales at the new
Concept 20/20 stores increased a strong 6.6 percent. After a slow start to
seasonal product sales, CTR's sales of winter-related merchandise, including
snow shovels and snow blowers, and footwear and apparel, returned to expected
levels through January and February as cold weather arrived in key markets.
Additionally, the better living and kitchen and home appliance categories
showed strong growth during the quarter. These sales results were partially
offset by a decline in the sales of tools and electronics, attributable to a
decrease in flyer space. In addition, expected early spring seasonal product
sales were delayed due to the late arrival of the season.
    PartSource experienced double-digit increases in total sales in the first
quarter, driven by the continued expansion of the corporate store network and
growth in the commercial customer segment.

    Temporary impact of stores being converted to the Concept 20/20 format

    During the construction and remerchandising of stores undergoing
conversion to the Concept 20/20 format, sales are negatively impacted.
Excluding the impact of the stores undergoing conversion, same store sales
were 1.9 percent higher in the first quarter of 2007 compared with the first
quarter of 2006.

    4.1.3 CTR's financial results($ millions)                                 Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Retail sales                                $1,242.6  $1,205.1      3.1%
    Net shipments (year-over-year % change)        11.1%    (0.1)%
    Gross operating revenue                     $1,074.7  $  969.2     10.9%
    EBITDA(1) and minority interest                 99.0      97.5      1.6%
    Earnings before income taxes and
     minority interest                              40.0      38.5      4.0%
    -------------------------------------------------------------------------
    Less adjustment for:
      Gain on disposals of property and
       equipment                                       -       3.4
    -------------------------------------------------------------------------
        Adjusted earnings before income taxes
         and minority interest(1)               $   40.0  $   35.1     14.0%
    -------------------------------------------------------------------------
    (1) See section 11.0 on non-GAAP measures.CTR's net shipments
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    CTR's net shipments are the total value of merchandise shipped to
    Canadian Tire Associate Dealer stores and PartSource franchise stores, at
    wholesale prices, net of returns, discounts and other adjustments. CTR
    shipments also include retail sales at PartSource corporate stores.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Explanation of CTR's financial results

    Gross operating revenue increased 10.9 percent primarily due to higher
net shipments to Associate Dealers. The net shipment increase was
proportionately greater than the increase in retail sales due to the Associate
Dealers rebalancing their inventory levels, which were relatively low at the
beginning of the period, especially in the tools, electronics, kitchen and
appliance categories. Shipment growth was also driven by Associate Dealers
purchasing a number of promotional items and building inventories of seasonal
items in advance of the spring selling season. Over longer periods of time
retail sales and shipments to Associate Dealers are significantly correlated.
    Pre-tax earnings increased 4.0 percent over the prior year due to higher
shipments and improved operating margins, driven by savings in advertising
expense resulting from a reduction in the number of catalogues printed and
increased contributions to advertising from suppliers, as well as improved
supply chain productivity and an increase in the extent of direct shipments to
Associate Dealers, as reflected by improved inventory cube turns.
    The comparative year-over year adjusted pre-tax earnings were up
14.0 percent and were affected by the elimination, in April 2006, of income
from a limited real estate partnership, which contributed $3.8 million in the
first quarter of 2006 and by the impact of a $3.4 million gain on the disposal
of property and equipment in the first quarter of 2006.

    4.1.4 Business risks

    CTR is exposed to a number of risks in the normal course of its business
that have the potential to affect its operating performance.  These include,
but are not limited to, supply chain disruption risk, seasonality risk and
environmental risk. These specific risks and management's mitigation
strategies are explained in more detail in Section 4.2.1.5 of our 2006
Financial Report.
    Please also refer to section 8.0 of this MD&A for a discussion of some
other industry-wide and company-wide risks affecting the business.

    4.2 Mark's Work Wearhouse

    4.2.1 Strategic Plan update and outlook

    The following outlines Mark's performance in the first quarter of 2007 in
the context of the 2005-2009 Strategic Plan, and provides an outlook for 2007
and for the full Plan period.-------------------------------------------------------------------------
    Strategic Plan update and outlook
    -------------------------------------------------------------------------
    Network expansion

    Mark's is focused on achieving "Superbrand" status for the Mark's name,
    with the objective of capturing an increasingly significant share of
    overall apparel sales in each geographic market and in each category in
    which Mark's competes. To increase Mark's market presence, the Company
    has an aggressive plan of continuing to expand the network of Mark's
    stores. Mark's also plans to expand, renovate and relocate some existing
    stores to the latest Mark's format.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter                       Mark's plans to expand the
    -  opened two new corporate         network to approximately 400
       stores and closed one Work       stores by the end of 2009.
       World corporate store
    -  relocated five corporate         2007 Outlook
       stores
    -  converted two franchise stores   In 2007, Mark's now expects to
       to corporate stores              open 24 of its 29 planned new
                                        stores, and expand, relocate or
    Mark's total retail square          renovate 26 stores as originally
    footage at the end of the first     planned. Mark's now expects to
    quarter of 2007 was 2.7 million     increase its total retail square
    square feet.                        feet by approximately 14 percent
                                        in 2007.
    -------------------------------------------------------------------------
    Category expansion

    Mark's plans to grow through continued expansion of its three major
    categories: men's casual and dress wear; women's wear; and industrial
    wear. The expansion of the women's wear category has enabled Mark's to
    leverage female customer traffic in the stores. Mark's is also leveraging
    its reputation for quality industrial wear by selling innovative,
    specialty work clothing.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter
    -  total retail sales of women's    Mark's will continue to develop
       wear increased by 24.6 percent   and expand high-potential product
    -  total retail sales of men's      categories.
       wear increased by 18.3 percent
    -  total retail sales of
       industrial wear increased by
       14.9 percent
    -------------------------------------------------------------------------

    4.2.2 Key performance indicators

    The following are key performance indicators for Mark's:
      -  retail and same store sales growth
      -  average sales per corporate store
      -  average sales per square foot of retail space

    Mark's retail and same store sales growth

    (year-over-year percentage change)                     Q1 2007   Q1 2006
    -------------------------------------------------------------------------

    Total retail sales                                       17.6%     11.4%

    Same store sales(1)                                      15.7%     10.0%
    -------------------------------------------------------------------------
    (1) Mark's same store sales excludes new stores, stores not open for the
        full period in each year and store closures.


    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Mark's retail sales

    Mark's retail sales represent total merchandise sales to consumers and
    business-to-business customers, net of returns across Mark's entire
    network of stores, recorded at retail prices.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------Retail sales for the quarter exhibited double-digit growth in all
regions, with particularly strong results in Quebec (increase in total retail
sales of 23.8 percent with same store sales increase of 17.3 percent), the
Greater Toronto area (increase of 22.6 percent and same store sales increase
of 21.7 percent) and British Columbia (increase of 19.2 percent and same store
sales increase of 20.1 percent).
    From a product category perspective, in the quarter, corporate store
retail sales of women's wear were up 25.4 percent with the largest dollar
increases occurring in outerwear and tops. Corporate store retail sales of
men's casual and dress wear were up 18.6 percent with the largest dollar
increases occurring in tops and outerwear. Corporate store retail sales of
Mark's industrial wear business were up 14.9 percent with the largest dollar
increases occurring in industrial footwear and accessories.
    Seasonal mark downs, an attractive value proposition and product
assortment combined with the arrival of cold winter weather in key markets,
helped generate the sales growth.Average corporate store sales(1)

                                                 For the   For the   For the
                                               12 months 12 months 12 months
                                                   ended     ended     ended
                                                March 31   April 1   April 2
                                                    2007      2006      2005
    -------------------------------------------------------------------------
    Average retail sales per store
     ($ thousands)(2)                           $  2,817  $  2,443  $  2,130
    Average sales per square foot ($)(3)             347       314       284
    -------------------------------------------------------------------------
    (1) Calculated on a rolling 12-month basis.
    (2) Average retail sales per corporate store include corporate stores
        that have been open for 12 months or more.
    (3) Average sales per square foot is based on sales from corporate
        stores. We have prorated square footage for corporate stores that
        have been open for less than 12 months.

    Mark's continues to improve the productivity of its stores, as
demonstrated by a 10.3 percent increase in sales per square foot for the
rolling 12 months ended March 31, 2007. The increases in sales productivity
are related to the factors driving sales performance described in the previous
paragraphs.

    4.2.3 Mark's financial results

    ($ millions)                                 Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Retail sales(1)                             $  178.3  $  151.7     17.6%
    Gross operating revenue(2)                     152.1     128.7     18.2%
    EBITDA(3)                                       16.0      12.8     24.9%
    Earnings before income taxes                    11.3       8.4     34.3%
    -------------------------------------------------------------------------
    Less adjustment for:
    Loss on disposals of property
     and equipment(4)                               (0.3)     (0.1)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(3)    $   11.6  $    8.5     35.7%
    -------------------------------------------------------------------------
    (1) Includes retail sales from corporate and franchise stores.
    (2) Gross operating revenue includes retail sales at corporate stores
        only.
    (3) See section 11.0 on non-GAAP measures.
    (4) Adjusted earnings reflects losses on disposals of property and
        equipment that were not previously disclosed in Q1 2006.Explanation of Mark's financial results

    The 18.2 percent increase in gross operating revenue is attributable
primarily to the strong growth in same store sales combined with the
cumulative impact of new store builds and the conversion of franchisees to
corporate stores.
    Pre-tax income increased 34.3 percent due to higher sales combined with a
20 basis point improvement in gross margin. Margin improvement reflects
reduced product costs in relation to retail values due to Mark's on-going
global sourcing initiative combined with higher markups, offset partially by
increased seasonal markdowns. Expenses increased by 16 percent, but improved
as a percentage of corporate store sales by 70 basis points compared to the
first quarter of 2006. The increase in expenses was made up primarily of
staffing, occupancy, advertising and distribution costs reflecting Mark's
current and future growth prospects.

    4.2.4 Business risks

    Mark's is exposed to a number of risks in the normal course of its
business that have the potential to affect its operating performance. These
include, but are not limited to, seasonality risk and market obsolescence
risk. These risks and management's mitigation strategy are explained in more
detail in Section 4.2.2.5 of our 2006 Financial Report.
    Please also refer to section 8.0 of this MD&A for a discussion of some
other industry and company-wide risks affecting the business.

    4.3 Canadian Tire Petroleum

    4.3.1 Strategic Plan update and outlook

    Petroleum plays a strategic role in increasing customer loyalty and
driving revenue and earnings for CTR and Financial Services. Petroleum
increases Canadian Tire's total value proposition by offering Canadian Tire
'Money' loyalty rewards on gas purchases paid for in cash or by Canadian
Tire's Options MasterCard. Petroleum also supports other cross-marketing
promotions and joint product launches, such as Canadian Tire's Gas Advantage
MasterCard, which has gained wide popularity since its introduction in Ontario
in mid 2006. Customers who have a Canadian Tire MasterCard and purchase gas at
Petroleum are Canadian Tire's most loyal and profitable customers.
    The following outlines Petroleum's performance in the first quarter of
2007 in the context of the 2005-2009 Strategic Plan, and provides an outlook
for 2007 and for the full Plan period.-------------------------------------------------------------------------
    Strategic Plan update and outlook
    -------------------------------------------------------------------------
    Site renewal and expansion

    Petroleum is focusing on modernizing existing sites and adding new sites
    in high-potential markets.  On an opportunistic basis, Petroleum will
    also continue its re-branding initiative to convert competitor sites to
    the Canadian Tire brand.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter                       Management will continue to
                                        evaluate the appropriate level
    In the first quarter, Petroleum     of investment in Petroleum on
    opened four new gas stations and    an annual basis.
    re-branded one gas station.
    Petroleum did not close any gas     2007 Outlook
    stations during the quarter.
                                        In 2007, Petroleum plans to open
    Petroleum also opened five new      nine new petroleum sites in
    convenience stores and one car      strategic locations and invest
    wash.                               in the modernization of
                                        approximately 25 existing sites.
    At the end of the quarter,
    Petroleum had 265 gas stations,     In addition, Petroleum will open
    including 42 re-branded sites,      nine convenience stores at the
    and 256 convenience stores.         new petroleum sites referred to
                                        above.
    -------------------------------------------------------------------------
    Enhancing interrelatedness

    Petroleum's business is integrated with CTR and Financial Services
    through Canadian Tire 'Money' and various cross-marketing programs
    designed to build customer loyalty. Petroleum is also exploring the
    potential of cross-marketing programs with Mark's to extend Petroleum's
    marketing leverage across the Company.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    Petroleum's cross-marketing         In 2007, Petroleum will
    programs include:                   aggressively seek out additional
    -  'Multiplier' coupons that        cross-marketing opportunities to
       increase the Canadian Tire       leverage its customer loyalty to
       'Money' offered on gas           drive sales and earnings across
       purchases paid for in cash or    the enterprise.
       by the Canadian Tire Options
       MasterCard
    -  coupons offering discounts on
       Canadian Tire merchandise with
       the purchase of gas
    -  the Gas Advantage MasterCard
       rolled out in Ontario in mid
       2006

    -------------------------------------------------------------------------

    4.3.2 Key performance indicators

    Gasoline sales volume is a key top-line performance indicator for
Petroleum, as measured by the number of gasoline litres sold. Fluctuations in
the wholesale and retail price of gasoline may result in fluctuations in
Petroleum's margin and profitability.

    Gasoline sales volume
                                                 Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Sales volume (millions of litres)              415.3     384.8      7.9%
    -------------------------------------------------------------------------

    Strong performance by the Gas Advantage MasterCard and an improvement in
the Western Canada loyalty program continued to drive gasoline volume in the
first quarter of 2007. On a comparable site basis, gasoline volume increased
by 6.6 percent in the quarter. The supply chain disruption caused by a fire at
a key supplier's refining facility in Ontario did not have a material impact
on Petroleum's sales volume or financial results for the quarter.

    Petroleum's convenience and car wash sales

    (year-over-year percentage change)                     Q1 2007   Q1 2006
    -------------------------------------------------------------------------
    Total retail sales
      Convenience store sales                                16.9%      9.2%
      Car wash sales                                         20.8%     10.4%
    -------------------------------------------------------------------------
    Comparable sales
      Convenience(1)                                         12.3%      4.4%
      Car wash                                               17.1%   (23.5)%
    -------------------------------------------------------------------------
    (1) Comparable convenience sales excludes three "Q" convenience stores.

    The increase in customer traffic at our Petroleum sites, in spite of
disruptions to the supply of gasoline during the quarter and an increase in
tobacco and lottery sales drove the increase in convenience store sales in the
first quarter of 2007. The cumulative impact of the increase in the number of
sites, a new initiative at CTR stores to sell car wash vouchers for use at
Petroleum's sites and softness experienced in the comparable period in the
prior year contributed to higher total car wash sales for the current quarter.

    4.3.3 Petroleum's financial results

    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Retail sales                                $  385.4  $  354.0      8.9%
    Gross operating revenue                        362.8     335.1      8.3%
    EBITDA(1)                                        6.5       5.3     22.5%
    Earnings before income taxes                     2.5       1.7     50.0%
    -------------------------------------------------------------------------
    Less adjustment for:
      Loss on disposals of property and
       equipment                                    (0.2)     (0.1)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(1)    $    2.7  $    1.8     58.8%
    -------------------------------------------------------------------------
    (1) See section 11.0 on non-GAAP measures.-------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Petroleum's retail sales

    Retail sales include the sales of gasoline at Petroleum's entire network
    of petroleum sites, including re-branded sites, recorded at retail pump
    prices, and excluding goods and services taxes and provincial sales
    taxes, where applicable. Retail sales also include sales of products sold
    at our convenience stores, car wash sales, propane and PitStop sales, all
    of which we record at retail selling prices.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Gasoline pricing

    Petroleum buys gasoline at wholesale cost, which varies by geographic
    region, and sells it at market prices. Petroleum has a multi-year
    contract with a major supplier to purchase the majority of its gasoline
    requirements at competitive rates.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Explanation of Petroleum's financial results

    Growth in gasoline volume and double-digit increases in convenience and
car wash sales contributed to Petroleum's revenue growth in the first quarter.
    Retail prices in the key Ontario market increased and exhibited less
volatility during the quarter, leading to a significant improvement in
gasoline margins. Effective expense control also contributed to improved
profitability. Petroleum incurred $0.2 million in environmental expenses in
the first quarter related to clean-up costs associated with certain sites.

    4.3.4 Business risks

    Petroleum is exposed to a number of risks in the normal course of its
business that have the potential to affect its operating performance. These
include, but are not limited to, commodity price risk and environmental risk.
These risks and management's mitigation strategy are explained in more detail
in Section 4.2.3.5 of our 2006 Financial Report.
    Please also refer to section 8.0 for a discussion of some other
industry-wide and company-wide risks.

    4.4 Canadian Tire Financial Services

    4.4.1 Strategic Plan update and outlook

    The following outlines Financial Services' performance in the first
quarter of 2007 in the context of the 2005-2009 Strategic Plan, and provides
an outlook for 2007 and for the full Plan period.-------------------------------------------------------------------------
    Strategic Plan update and outlook
    -------------------------------------------------------------------------
    Total managed portfolio of loans receivable (credit card loans, personal
    loans and residential mortgage loans)

    Financial Services plans to grow its portfolio through increases in
    average balances, new account acquisition, the introduction of new credit
    cards and continued testing of the personal loan portfolio. Financial
    Services is leveraging its low-cost in-store acquisition program as a
    high-volume channel to grow the base of customer accounts. The average
    balance on customer accounts is gradually increasing through initiatives
    such as low-rate balance transfer offers. In addition, management
    believes that there are further opportunities to grow the customer base
    by introducing premium and specialty credit cards with different bonus
    features. The Gas Advantage MasterCard, for example, offers a compelling
    customer value proposition which drives credit card balances while
    increasing gasoline volume at Petroleum. The average balance on Financial
    Services' credit card accounts is $1,829, well below the industry average
    of over $2,500, which translates into a substantial long-term growth
    opportunity.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    First quarter                       Over the 2005-2009 Plan period,
                                        Financial Services plans to
    Gross average loans receivable      increase the number of accounts with
    were $3.5 billion in the first      balances by three to four percent
    quarter, up 6.2 percent from the    annually.
    first quarter of 2006. The growth
    reflects a 2.0 percent increase     2007 Outlook
    in customer accounts with a
    balance and a 4.1 percent           Financial Services plans to increase
    increase in the average account     total portfolio gross average loans
    balance.                            receivable to $3.7 billion in 2007.

                                        Financial Services also plans to
                                        introduce at least one new credit
                                        card product and expand the Gas
                                        Advantage MasterCard into other
                                        regions of the country.

    -------------------------------------------------------------------------
    Insurance and other ancillary products

    Financial Services plans to enhance its insurance and warranty product
    offerings to credit card customers. Revenues from insurance and warranty
    products have increased significantly in the last four years through
    direct marketing to Canadian Tire's growing base of customers.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    Revenues from insurance and         Financial Services plans to
    warranty products increased         increase revenues from insurance and
    9.4 percent in the first quarter    warranty products by approximately
    of 2007 year-over-year.             six percent on a compound annual
                                        basis over the 2005- 2009 Plan
    In 2006, Financial Services         period.
    launched a new service called
    "Identity Watch", which provides    2007 Outlook
    customers with services to
    protect them against identity       Financial Services plans to increase
    theft if their wallets are lost     revenues from insurance and warranty
    or stolen. The Identity Watch       products by approximately
    program is on track to meet its     nine percent in 2007.
    target enrollment for 2007.
    -------------------------------------------------------------------------
    Retail banking

    Financial Services began offering retail banking products including high
    interest savings accounts, guaranteed investment certificates and
    residential mortgages in two pilot markets in October 2006. The retail
    banking business leverages the trust and credibility Canadian Tire has
    earned over the last 40 years providing financial services to millions of
    customers.
    -------------------------------------------------------------------------
    Q1 2007 Performance                 2005-2009 Plan
    -------------------------------------------------------------------------
    Financial Services launched its     The retail banking pilot will run
    retail banking products in two      for approximately 24 months. During
    pilot markets in October 2006.      this time its future potential will
    Financial Services is supporting    be assessed.
    the launch with a multi-faceted
    marketing program including flyer   2007 Outlook
    inserts, direct mail, television
    and radio advertisements,           Financial Services plans to
    billboards and in-store             introduce additional retail banking
    advertising to increase customer    products in 2007.
    awareness. Customers can sign up
    for Canadian Tire's retail          Financial Services will incur
    banking products online, by phone   approximately $25 million in
    or in-store in the pilot markets.   expenses associated with the
    The investment in retail banking    marketing and operations of the
    impacted Financial Services EBT     retail banking initiative in 2007.
    by $4.8 million during the
    quarter.

    -------------------------------------------------------------------------

    4.4.2 Key performance indicators

    The following are key indicators of Financial Services' performance:
      -  size of the total managed portfolio
      -  profitability of the portfolio
      -  quality of the portfolio

    Financial Services' total managed portfolio of loans receivable

    ($ in millions, except where noted)          Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Average number of accounts with
     a balance (thousands)                         1,845     1,808      2.0%
    Average account balance ($)                 $  1,907  $  1,832      4.1%
    Gross average receivables (GAR)              3,517.9   3,313.3      6.2%
    Total managed portfolio (end of period)      3,473.5   3,294.2      5.4%
    -------------------------------------------------------------------------
    Net managed portfolio (end of period)        3,438.0   3,260.0      5.5%
    --------------------------------------------------------------------------------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net managed portfolio

    Financial Services' net managed portfolio is the total value, after
    allowances, of loans receivable including credit card loans, personal
    loans and residential mortgage loans.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Financial Services' total managed portfolio of loans receivable reached
$3.5 billion at the end of the first quarter, consisting of $3.3 billion of
credit card loans receivable and $0.2 billion of personal loans receivable.
The successful rollout of the Gas Advantage MasterCard in Ontario in the
second quarter of 2006 combined with an increase in average account balances
resulted in an 8.7 percent increase in credit card loans receivable over the
first quarter of 2006. The personal loan product continues to be tested and
represents approximately six percent of the total managed portfolio.
    In prior periods, Financial Services experienced a period of accelerated
growth during the conversion of its existing proprietary card portfolio to a
MasterCard portfolio. Now that the conversion is complete, Financial Services'
growth will be driven by increases in average account balances, modest
increases in new accounts and the introduction of new credit card and
insurance products. Management regards new retail banking products as another
high-potential channel for growth in the longer term.

    Financial Services' profitability

    Financial Services' profitability measures are tracked as a percentage of
GAR, shown in the table below.Profitability of total managed portfolio(1)

                                                 Q1 2007   Q1 2006   Q1 2005
    -------------------------------------------------------------------------
    Total revenue as a % of GAR(2)                24.96%    25.22%    26.55%
    Gross margin as a % of GAR(2)                 13.12%    13.31%    13.78%
    Operating expenses as a % of GAR(3)            7.78%     8.27%     9.06%
    Return on average total managed
     portfolio(2),(3),(4)                          5.34%     5.03%     4.72%
    -------------------------------------------------------------------------
    (1) Figures are calculated on a rolling 12-month basis and comprise the
        total managed portfolio of loans receivable.
    (2) Excludes gains (losses) on sales of loans receivable and gain on
        redemption of investment.
    (3) Excludes the impact of the modification to the stock option
        agreements in the fourth quarter of 2006.
    (4) Return is calculated as earnings before taxes as a percentage of GAR.-------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Gross margin

    Gross margin is Financial Services' total revenue less direct expenses
    associated with credit card, personal and mortgage loans, insurance and
    warranty products. The most significant direct expenses are the provision
    for credit losses associated with the credit card and personal loan
    portfolios, the loyalty program and interest expense.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The transformation of Financial Services' portfolio over the last few
years from a proprietary store credit card portfolio to a MasterCard portfolio
has resulted in lower revenue and margins as a percentage of GAR as MasterCard
accounts carry a lower interest rate compared to the proprietary accounts. The
industry average balance for MasterCards is, however, substantially higher,
which provides increased earnings potential through cross-selling of
balance-based insurance products. Management expects that continued growth in
loans receivable, higher sales of insurance and warranty products and ongoing
improvements in the operating expense ratio will offset the reduction in
revenue and gross margin as a percentage of gross average receivables, as
reflected in the table above.
    Operating expenses as a percentage of GAR have continued to decline due
to ongoing expense management efforts and growth in the size of the total
managed portfolio.
    As part of the strategic planning process, management set a long-term
goal of managing Financial Services' pre-tax return on the total managed
portfolio in the target range of 4.5 to 5.0 percent. As shown in the table
above, Financial Services exceeded this target in the first quarter of the
last two years.Portfolio quality

                                                 Q1 2007   Q1 2006   Q1 2005
    -------------------------------------------------------------------------
    Net write-off rate (rolling 12-month basis)    5.95%     5.98%     5.96%
    Account balances less than 30 days overdue
     at end of period                             96.29%    96.31%    96.01%
    Allowance rate                                 2.48%     2.55%     2.67%Net write-offs
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net write-offs is the sum of account balances that are written off, less
    monies collected against account balances that were previously written
    off. Net write-off rate is the net write-offs, expressed as a percentage
    of gross average receivables in a given period.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The credit card portfolio net write-off rate improved from 6.19 percent
in the first quarter of 2006 to 5.82 percent during the first quarter of 2007,
reflecting the benefits of a number of initiatives to improve the overall
quality of the portfolio.
    Periodic fluctuations in write-offs, aging and allowances occur as a
result of a variety of economic influences such as job growth or losses,
personal debt levels and personal bankruptcy rates.4.4.3 Financial Services' financial results

    ($ in millions)                              Q1 2007   Q1 2006    Change
    -------------------------------------------------------------------------
    Gross operating revenue                     $  182.3  $  161.7     12.7%
    EBITDA(1)                                       52.2      35.6     46.8%
    Earnings before income taxes                    45.4      29.4     54.5%
    -------------------------------------------------------------------------
    Less adjustment for:
       Loss on disposals of property
        and equipment                               (0.1)     (0.1)
       Loss on sales of loans receivable            (3.0)    (12.7)
    -------------------------------------------------------------------------
    Adjusted earnings before income taxes(1)    $   48.5  $   42.2     15.1%
    -------------------------------------------------------------------------
    (1) See section 11.0 on non-GAAP measures.Explanation of Financial Services' financial results

    Increases in the number of accounts with a balance and in average account
balances were the key drivers of gross operating revenue in the first quarter.
 Revenues from balance-based insurance products, warranties and other
ancillary products were also higher in the quarter.

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Securitization of loans receivable

    Securitization is the process by which interests in financial assets are
    sold to a third party. Financial Services routinely securitizes credit
    card loans receivable by selling a co-ownership interest to Glacier
    Credit Card Trust (GCCT). Personal loans are sold to a third party trust
    for considerations that include cash and a retained interest in the
    assets. We record these transactions as a sale, and as a result, these
    assets are not included on our Consolidated Balance Sheets. Financial
    Services securitizes between 70 percent and 80 percent of loans
    receivable on an ongoing basis.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Financial Services' adjusted earnings before income taxes were up 15.1
percent due to higher gross operating revenue, combined with reductions in the
operating expense ratio and the allowance rate. First quarter 2007 results
include an investment of $4.8 million in the retail banking initiative
compared to $0.2 million in the first quarter of 2006.

    4.4.4 Business risks

    Financial Services is exposed to a number of risks in the normal course
of its business that have the potential to affect its operating performance.
These include, but are not limited to, consumer credit risk, interest rate
risk and securitization funding risk. These risks and management's mitigation
strategies are explained in more detail in Section 4.2.4.5 of our 2006
Financial Report.
    Please also refer to section 8.0 of this MD&A for a discussion of some
other industry-wide and company-wide risks affecting the business.
    Most of Financial Services' revenue is not interest rate sensitive as it
is generated primarily from Canadian Tire MasterCards, which carry a fixed
interest rate appropriate to customer segments with common credit ratings.
Canadian Tire constantly monitors the potential impact of interest rate
fluctuations on its fixed versus floating rate exposure and manages its
overall balance to reduce the magnitude of this exposure.
    As the success of Financial Services is partially dependent upon its
ability to access capital markets at favourable rates, and given the rapid
growth of the total managed portfolio, maintaining the quality of the
securitized loans receivable is a key priority of Financial Services.

    5.0 Capital structure and financing

    5.1 Capital structure

    Improving our financial flexibility is one of our long-term goals and one
of the imperatives of our 2005-2009 Strategic Plan.
    We regularly review our funding plan and capital structure to ensure that
we have sufficient funding options to provide us with the financial
flexibility to implement our growth initiatives and meet the targets of our
2005-2009 Strategic Plan.
    As at the dates indicated, our capital structure was as follows:At        At        At
                                                March 31,  April 1, December
    (composition of total structure)                2007      2006  30, 2006
    -------------------------------------------------------------------------
    Shareholders' equity                           67.0%     60.3%     67.2%
    Minority interest(1)                               -      7.1%         -
    Short-term debt                                 0.5%         -         -
    Long-term debt(2)                              27.8%     27.9%     28.3%
    Other long-term liabilities                     3.0%      2.6%      2.7%
    Future income taxes                             1.7%      2.1%      1.8%
    -------------------------------------------------------------------------
                                                  100.0%    100.0%    100.0%
    -------------------------------------------------------------------------
    (1) Refer to Note 7 of the Notes to the Consolidated Financial
        Statements.
    (2) Includes the current portion of long-term debt.Equity

    The book value of Common and Class A Non-Voting Shares at the end of the
quarter was $34.75 per share compared to $31.20 at the end of the first
quarter of 2006.
    We have a policy of repurchasing Class A Non-Voting Shares to offset the
dilutive effect of shares issued to fulfill the Company's obligations under
various employee profit sharing, stock option and share purchase plans and the
dividend reinvestment plan. In the long term, these repurchases are expected
to offset the issuance of new Class A Non-Voting Shares.
    On February 8, 2007, we announced our intention to initiate a normal
course issuer bid (NCIB) to purchase a maximum of 1.4 million of the issued
and outstanding Class A Non-Voting Shares over the 12-month period ending
February 18, 2008.
    A NCIB is a bid by a listed company to buy back its shares, up to a
prescribed number, on a stock exchange, subject to certain rules that protect
investors. A total of approximately 1.2 million Class A Non-Voting Shares were
purchased in 2006 under the previous NCIB.
    In November 2001, the Company formed a limited partnership for the
purpose of raising $300 million of capital in relation to a portfolio of its
retail properties. The Company was the general partner in this partnership. A
third party investor group invested $300 million for a limited partnership
interest with preferential rights to distribution of income and capital. On
April 3, 2006, the limited partnership repaid the limited partners.
Accordingly, the minority interest ceased to be reflected on the Consolidated
Balance Sheets after April 3, 2006, and no further charge has been reflected
in the Consolidated Statements of Earnings after April 3, 2006.Shares outstanding
                                                              At          At
                                                        March 31,    April 1,
                                                            2007        2006
    -------------------------------------------------------------------------
    Class A Non-Voting Shares (CTC.a)
      Shares outstanding at beginning of period       78,047,456  78,032,724
      Shares issued under plans(1)                        91,765     187,091
      Shares purchased under NCIB                        (90,000)   (211,300)
    -------------------------------------------------------------------------
      Shares outstanding at end of period             78,049,221  78,008,515
    Common Shares (CTC)
      Shares outstanding at beginning and
       end of the period                               3,423,366   3,423,366
    -------------------------------------------------------------------------
    (1) We issue shares under various employee profit sharing, stock option
        and share purchase plans, and the dividend reinvestment plan.Dividends

    Dividends of $15.1 million were declared on Common and Class A Non-Voting
Shares in the first quarter of 2007 compared to dividends of $13.4 million in
the first quarter of 2006. The increase in dividends declared reflected the
Board of Directors' decision in February 2007 to increase the annual dividend
rate by 12 percent from $0.66 per share to $0.74 per share. The first
quarterly dividend at the 2007 rate was declared on March 8, 2007 in the
amount of $0.185 per share payable on June 1, 2007 to shareholders of record
as of April 30, 2007.

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Dividend policy

    Canadian Tire's policy is to maintain dividend payments equal to
    approximately 15 to 20 percent of the prior year's normalized basic net
    earnings per share, after giving consideration to the period-end cash
    position, future cash requirements and investment opportunities.
    Normalized earnings per share for this purpose exclude gains and losses
    on the sale of credit card receivables and non-recurring items but
    include gains and losses on the ordinary course disposition of property
    and equipment.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Short-term debt

    We have a program in place that allows us to issue commercial paper to a
maximum authorized limit of $800 million. We had $21.5 million in commercial
paper outstanding at March 31, 2007. There was no commercial paper outstanding
at April 1, 2006 and December 30, 2006.
    Credit ratings for the Company's commercial paper are R-1(low) from
Dominion Bond Rating Service Limited (DBRS) and A-1(low) from Standard &
Poor's (S&P).
    At March 31, 2007, April 1, 2006 and December 30, 2006 we had
$645 million in committed lines of credit. The committed lines were not drawn
upon at the end of any of these periods.

    Long-term debt

    On January 16, 2006, we repaid $200 million of medium term notes (MTNs)
that had matured.
    To allow for timely access to debt markets, we filed a shelf prospectus
with provincial and territorial securities commissions on March 9, 2007 for
the issuance of a maximum of $750 million of MTNs over a 25 month period.
    As of the end of the first quarter of 2007, long-term debt included
$1.8 million of capital leases.
    Like most borrowers, we provide covenants to our lenders. We are in
compliance with all of our debt covenants.
    The Company's long-term debt is currently rated A(low) by DBRS and BBB+
by S&P.

    5.2 Funding program

    5.2.1 Funding requirements

    We fund our capital expenditures, working capital needs, dividend
payments and other financing needs, such as debt repayments and Class A
Non-Voting Share purchases under the NCIB, from a combination of sources. In
the first quarter of 2007, the primary sources of funding were:-  $741 million of cash on hand at the beginning of the quarter
    -  $168 million of cash flow from operations, before working capital
       requirements
    -  $103 million of cash generated from the drawdown in loans receivable
    -  $22 million of cash generated from the issuance of commercial paper5.2.2 2007 Capital program

    Canadian Tire's capital expenditures totaled $93 million in the first
quarter on an accrual basis, ($126 million on a cash-basis as disclosed in the
Consolidated Financial Statements of Cash Flows, see Note 10), a 55 percent
increase from the $60 million spent on an accrual basis in the first quarter
of 2006 ($84 million on a cash-basis as disclosed in the Consolidated
Financial Statements of Cash Flows, see Note 10). Those capital expenditures
were comprised of:-  $49 million for real estate projects, including $41 million associated
       with the rollout of CTR's Concept 20/20 stores
    -  $24 million for the Eastern Canada distribution centre in the province
       of Quebec
    -  $11 million for information technology
    -  $9 million for other purposesOverall, capital investments for real estate projects were up
significantly year-over-year in the first quarter, primarily due to the
acceleration of the Concept 20/20 store rollout, investment in the
construction of an Eastern Canada distribution centre and other capital
required for some larger urban store developments.

    5.2.3 2007 Capital plan

    The 2007 capital plan is for expenditures in the range of $580 million to
$620 million. The 2007 capital plan is comprised of the following investments,
which total $600 million:-  $352 million for real estate projects, including $269 million
       associated with the rollout of CTR's Concept 20/20 stores
    -  $110 million for the Eastern Canada distribution centre in the
       province of Quebec
    -  $75 million for information technology
    -  $63 million for other purposes5.2.4 Working capital

    Reducing our working capital requirements continues to be a long-term
priority. The table below shows the change in the value of our working capital
components at the end of the first quarter of 2007 and 2006.Comparable working capital components

                                                                   Increase/
                                                                   (decrease)
                                                      At        At        in
                                                March 31,  April 1,  working
    ($ in millions)                                 2007      2006   capital
    -------------------------------------------------------------------------
    Accounts receivable                         $  576.8  $  571.4  $    5.4
    Merchandise inventories                        886.3     898.0      11.7
    Prepaid expenses and deposits                   61.5      58.4       3.1
    Income taxes payable                            (3.0)    (21.3)     18.3
    Accounts payable and other                  (1,185.6) (1,035.5)   (150.1)
    -------------------------------------------------------------------------
                                                                    $ (111.6)
    -------------------------------------------------------------------------

    The most significant change in working capital components was an increase
in accounts payable that was due to timing differences in payments to
suppliers.

    5.2.5 Cash and cash equivalents

    At March 31, 2007, the Company was in a negative cash position of
$20 million in cash and cash equivalents compared to a positive cash position
of $741 million at December 30, 2006 and $256 million at April 1, 2006. This
change from the year end position reflects seasonal fluctuations in cash
balances, as cash balances are historically high at year end, post the
Christmas selling season. During the first quarter of 2007, we used cash
primarily for the following:

    -  $356 million reduction in accounts payable, primarily related to the
       payment of trade payables for merchandise purchased prior to the end
       of the preceding year
    -  $219 million to fund growth in accounts receivable
    -  $231 million to fund growth in merchandise inventories
    -  $126 million for the addition of property and equipment
    -  $36 million to fund further growth in loans receivable

    The unusually large cash balance at the end of the first quarter of 2006
was due to the sale and leaseback of two distribution centres in that period.

    5.2.6 Loans receivable

    Our loans receivable securitization program is designed to provide a
cost-effective source of funding for Financial Services. Loans receivable were
as follows at the indicated dates:

                                                      At        At        At
                                                March 31,  April 1, December
    ($ in millions)                                 2007      2006  30, 2006
    -------------------------------------------------------------------------
    Securitized                                 $2,784.8  $2,608.7  $2,827.4
    Unsecuritized                                  653.3     651.3     771.8
    -------------------------------------------------------------------------
    Net managed loans receivable                $3,438.1  $3,260.0  $3,599.2
    -------------------------------------------------------------------------Net managed loans receivable continued to increase over the last twelve
months as customers' use of the Canadian Tire MasterCard grew and new personal
loans were granted. At the end of the first quarter of 2007, net managed loans
receivable were 5.5 percent higher than at the end of the first quarter of
2006.
    Canadian Tire Bank (CTB) sells co-ownership interests in credit card
loans to GCCT. The Company does not have a controlling interest in GCCT, so we
do not include financial results of GCCT in our Consolidated Financial
Statements.
    We record the sale of loans receivable in accordance with CICA's
Accounting Guideline 12 "Transfers of Receivables". Please see Note 2 to the
Consolidated Financial Statements found in the 2006 Financial Report.
    For the 13 weeks ended March 31, 2007, we recognized a pre-tax loss of
$3.0 million (2006 - $12.7 million pre-tax loss) on securitization
transactions.
    We expect the growth in the number and average balances of Canadian Tire
MasterCard credit card accounts to lead to an increase in total loans
receivable in 2007. Financial Services expects to continue to fund most of
this increase from the sale of co-ownership interests in credit card loans to
GCCT. GCCT is a third party trust that was formed to buy our credit card loans
and also issues debt to third party investors to fund its credit card loans
purchases. See section 7.1 below for further information. The success of the
securitization program is mainly due to GCCT's ability to obtain funds from
third parties by issuing debt instruments with high credit ratings. As of
March 31, 2007 GCCT had the following ratings:-  a rating of R-1(high) from DBRS for the asset-backed commercial paper
       program
    -  ratings of AAA from DBRS and S&P for the asset-backed senior notes
    -  ratings of A from DBRS and S&P for the asset-backed subordinated notesThe trustee and custodian for GCCT, The Canada Trust Company, manages the
co-ownership interest and acts as agent for, and on behalf of, Canadian Tire
Bank and GCCT, as the owners of the co-ownership interests. BNY Trust Company
of Canada acts as indenture trustee with respect to GCCT and manages the
security interests of the holders of the senior and subordinated notes issued
by GCCT. We are currently not aware of any events, commitments, trends or
uncertainties that may have a negative impact on our arrangement with GCCT.

    5.3 Financial ratios

    We have ready access to funding from the financial markets because of our
relatively strong balance sheet and healthy financial ratios. We have a
long-standing policy of keeping our ratio of long-term debt to total
capitalization below 50 percent.
    The following table shows the changes in financial ratios over the past
year.At        At
                                                          March 31,  April 1,
                                                              2007      2006
    -------------------------------------------------------------------------
    Ratio of long-term debt to total capitalization(1)       27.8%     27.9%
    Ratio of current assets to current liabilities          1.74:1    2.26:1
    Interest coverage(2)                                 9.0 times 8.0 times
    -------------------------------------------------------------------------
    (1) Long-term debt includes current portion.
    (2) We calculate interest coverage on a rolling 12-month basis using
        earnings before interest, income taxes and minority interest.

    5.4 Foreign operations

    Since the late 1970s, the Company has established operations outside
Canada for a variety of business purposes. This has resulted in a portion of
the Company's capital and accumulated earnings being in wholly owned foreign
subsidiaries. As there are currently no plans to repatriate the capital and
earnings, Canadian and foreign taxes that might arise upon such repatriation
have not been provided for. These funds have been accumulated in the following
international operations:
    a)  U.S. based subsidiaries hold highly rated short-term securities and
        loans to the Company and its wholly owned Canadian subsidiaries. The
        capital and earnings of these U.S. based subsidiaries arose from
        investments made to offset net operating losses incurred by U.S.
        retail operations closed in the 1980s and 1990s and from the
        reinsurance of risks relating to certain insurance products marketed
        to customers of Financial Services and other reinsurance activities.
    b)  subsidiaries operating in the Pacific rim have provided the Company
        with a variety of important services related to product sourcing,
        logistics and vendor management. These subsidiaries have earned
        commissions for such services for over 20 years.
    c)  a Bermuda-based reinsurance company was established in 2004 to
        reinsure the risk of certain insurance products marketed to customers
        of Financial Services. In addition to its reinsurance activities,
        this company invests in highly rated short-term securities and makes
        loans to the Company.6.0 Tax matters

    In the ordinary course of business, the Company is subject to ongoing
audits by tax authorities. While the Company believes that its tax filing
positions are appropriate and supportable, from time to time certain matters
are reviewed and challenged by the tax authorities.
    The Canada Revenue Agency (CRA) has reassessed and is also expected to
issue further reassessments regarding the tax treatments of commissions paid
to foreign subsidiaries of the Company (covering periods from 1995 onwards),
and dividends received on an investment made by a wholly-owned subsidiary of
the Company related to reinsurance (covering periods from 1999 to 2003). The
applicable provincial tax authorities were expected to (and, as noted below,
subsequently did) reassess for the corresponding periods. The Company does not
have a significant exposure on these matters subsequent to the 2003 taxation
year. The reassessments and expected reassessments in these matters are based
on multiple grounds, some of which are highly unusual, and the Company will
appeal these reassessments as and when they are received.
    If the CRA (and applicable provincial tax authorities) were entirely
successful in their reassessments - an outcome that the Company and its tax
advisors believe to be very unlikely - it is estimated that the total
liability of the Company for additional taxes, interest and penalties could be
approximately $261 million. Although the Company will appeal these
reassessments, current tax legislation requires the Company to remit to the
CRA and its provincial counterparts approximately $163 million, of which
$110 million had been remitted by the end of the quarter.
    Subsequent to the end of the quarter, the Company paid on account an
additional $45 million to provincial tax authorities. In the event that the
Company is successful in its appeal, in whole or in part, some or all of the
funds remitted to the various tax authorities will be refunded to the Company.
    The Company regularly reviews the potential for adverse outcomes in
respect of tax matters. The Company believes that the ultimate disposition of
these reassessments will not have a material adverse effect on its liquidity,
consolidated financial position or results of operations because the Company
believes that it has adequate provision for these tax matters. Should the
ultimate tax liability materially differ from the provisions, the Company's
effective tax rate and its earnings could be affected positively or negatively
in the period in which the matters are resolved.

    7.0 Off-balance sheet arrangements

    7.1 Glacier Credit Card Trust

    As noted earlier, GCCT was formed to buy our credit card loans and issues
debt to third party investors to fund its credit card loans purchases. Refer
to sections 4.4.3 and 5.2.6 of this MD&A for additional information on GCCT.

    7.2 Personal loan securitization

    As previously discussed in section 5.2.6 of this MD&A, we sold a portion
of our personal loan receivables to a third party trust. Refer to MD&A section
8.2 of our 2006 Financial Report for additional information.

    7.3 Trust financing for Associate Dealers

    A financing program has been established to provide an efficient and
cost-effective way for Associate Dealers to access the majority of the
financing they require for their store operations. Refer to MD&A section 8.3
of our 2006 Financial Report for additional information on this program.

    7.4 Bank financing for Associate Dealers and PartSource franchisees

    We have guaranteed the bank debt of some Associate Dealers and some
PartSource franchisees. Refer to MD&A section 8.4 of our 2006 Financial Report
for additional information on these guarantees.

    7.5 Derivative financial instruments

    We use derivative financial instruments to manage our exposure to changes
in interest rates and foreign currency exchange rates. We also use equity
derivative contracts to hedge certain future stock-based compensation
expenses. We do not use hedging to speculate, but rather as a risk management
tool. Refer to MD&A section 8.5 in our 2006 Financial Report for additional
information on derivative financial instruments.

    8.0 Enterprise risk management

    To preserve and enhance shareholder value, the Company approaches the
management of risk strategically through its Enterprise Risk Management (ERM)
framework. Introduced in 2003, the ERM framework sets out principles and tools
for identifying, evaluating, prioritizing and managing risk effectively and
consistently across the Company.
    The ERM framework and the identification of principle risks that the
Company manages on an ongoing basis is described in detail in section 9.0 of
the MD&A in our 2006 Financial Report.
    Management reviews risks on an ongoing basis and did not identify any new
principal risks during the first quarter of 2007

    9.0 Contractual obligationsContractual obligations due by period

                                        In the
                                     remaining
                                          nine  In years  In years
                                        months      2008      2010     After
    ($ in millions)            Total   of 2007    - 2009    - 2011      2011
    -------------------------------------------------------------------------
    Long-term debt(1)       $1,170.5  $    1.4  $  153.6  $  164.8  $  850.7
    Capital lease
     obligations                 1.8       0.8       1.0         -         -
    Operating leases         1,879.8     142.8     367.2     308.6   1,061.2
    Purchase obligations       892.4     766.0     109.6      11.5       5.3
    Other obligations           24.6       3.5      11.8       3.1       6.2
    -------------------------------------------------------------------------
    Total contractual
     obligations            $3,969.1  $  914.5  $  643.2  $  488.0  $1,923.4
    -------------------------------------------------------------------------
    (1) The long-term debt number in the Consolidated Balance Sheet has been
        adjusted by $2.9 million due to the implementation of the new
        Financial Instrument standard.10.0 Changes in accounting policies

    10.1 Consolidation of variable interest entities

    In June 2003, the CICA issued Accounting Guideline 15, "Consolidation of
Variable Interest Entities" (AcG-15). This guideline was amended in September
2004 to harmonize with the related U.S. accounting standard, which had been
revised in December 2003. AcG-15 requires companies to include certain
variable interest entities in their annual or interim consolidated financial
statements beginning on or after November 1, 2004.
    In the fourth quarter of 2004, we made structural changes to the
arrangements involving the independent trusts described in sections 8.1, 8.2
and 8.3. Consequently, we were not required to include the financial results
of the trusts in our Consolidated Financial Statements for the period ended
March 31, 2007.
    A number of the corporations owned and operated by independent Associate
Dealers and by Mark's and PartSource franchisees are variable interest
entities. Although a few of these corporations required some subordinated
financial support from us during the year, none of these corporations have
been included in our Consolidated Financial Statements as the impact of
consolidating these corporations was not material.

    10.2 Financial instruments, hedging, equity and comprehensive income

    As part of Canada's move toward harmonization with International
Accounting Standards (currently expected to be completed by 2011), the CICA
issued five new accounting standards that apply to the Company as of the first
day of our 2007 fiscal year. These are: a) CICA Handbook Section 3855 -
Financial Instruments, Recognition and Measurement b) CICA Handbook Section
3861 - Financial Instruments - Disclosure and Presentation c) CICA Handbook
Section 3865 - Hedges d) CICA Handbook Section 3251 Equity and e) CICA
Handbook Section 1530 - Comprehensive Income.

    Financial instruments

    The standards related to financial instruments require us to classify
financial assets and liabilities according to their characteristics and
management's choices and intentions related thereto for the purposes of
ongoing measurement. Classification choices for financial assets include: a)
Held for Trading; b) Held to Maturity; c) Available for Sale and d) Loans and
Receivables. Classification choices for financial liabilities include: a) Held
for Trading and b) Other. Subsequent measurement for these assets and
liabilities are based on either fair value or amortized cost using the
effective interest method, depending upon their classification.

    Comprehensive income

    Under the new comprehensive income standard, we are required to report in
a new financial statement entitled "Statement of Comprehensive Income" changes
in the fair value of certain of these financial assets and liabilities (e.g.
the effective portion of changes in the fair value of a derivative designated
in a cash flow hedging relationship). The "Accumulated Other Comprehensive
Income" (i.e. the portion of comprehensive income not already included in net
earnings) is being presented as a separate line in shareholders' equity.

    Hedging

    With respect to the new standard related to hedging, the Company enters
into various cash flow hedges, including foreign currency contracts and equity
derivatives (used to hedge employee stock-based compensation plans). In cash
flow hedges, the effective portion of the change in fair value of the hedging
item is recorded in other comprehensive income. To the extent the change in
fair value of the derivative is not completely offset by the change in the
fair value of the hedged item, the ineffective portion of the hedging
relationship is recorded immediately in net earnings. The Company also enters
into various fair value hedges, including interest rate swaps. In fair value
hedges the change in fair value of both the hedged item attributable to the
risk being hedged and the entire hedging item are recorded in the net earnings
on a quarterly basis.
    The maximum length of time over which the Company is hedging its exposure
to future cash flow variability for anticipated transactions is ten years.

    Equity

    This new CICA Handbook section describes standards for the presentation
of equity and changes in equity in the period, with specific reference to the
new Comprehensive Income standard.
    For a detailed description of the new accounting standards and their
impact on the opening balances of Retained Earnings, Accumulated Comprehensive
Income and other Balance Sheet Components please see Note 2 to the
Consolidated Financial Statements for the period ended March 31, 2007.
    The impact of adopting the new standards on the 2007 first quarter net
earnings was not significant.
    While the new standards have resulted in changes to our financial
results, revised accounting procedures and additional disclosures, they are
not expected to have a material impact on the Company's cash flows, business
strategy or risk management processes in the foreseeable future.

    11.0 Non-GAAP measures

    The following measures included in this MD&A do not have a standardized
meaning under Canadian generally accepted accounting principles (GAAP):-  EBITDA (earnings before interest, income taxes, depreciation and
       amortization) and minority interest
    -  adjusted earnings
    -  same store sales
    -  comparable sales for Petroleum sitesPlease refer to Management's Discussion and Analysis in our 2006 Annual
and Financial Reports for additional information on non-GAAP measures.

    EBITDA and minority interest

    With the exception of Financial Services, we consider EBITDA and minority
interest to be an effective measure of the contribution of each of our
businesses to our profitability on an operational basis, before allocating the
cost of income taxes and capital investments. EBITDA and minority interest is
also commonly regarded as an indirect measure of operating cash flow, a
significant indicator of success for many businesses.
    A reconciliation of EBITDA and minority interest to the most comparable
GAAP measure (earnings before income taxes and minority interest) is provided
as follows:Reconciliation of EBITDA to GAAP measures(1)

    ($ in millions)                                        Q1 2007   Q1 2006
    -------------------------------------------------------------------------
    EBITDA and minority interest
      CTR                                                 $   99.0  $   97.5
      Financial Services                                      52.2      35.6
      Petroleum                                                6.5       5.3
      Mark's                                                  16.0      12.8
      Eliminations                                           (10.1)     (7.5)
                                                          -------------------
      Total EBITDA and minority interest                  $  163.6  $  143.7
                                                          -------------------
    Less: Depreciation and amortization expense
            CTR                                           $   36.8  $   35.9
            Financial Services                                 3.3       3.2
            Petroleum                                          4.0       3.6
            Mark's                                             4.3       3.9
                                                          -------------------
            Total depreciation and amortization expense   $   48.4  $   46.6
                                                          -------------------
          Interest expense
            CTR                                           $   22.2  $   23.1
            Financial Services                                 3.5       3.0
            Mark's                                             0.4       0.5
            Eliminations                                     (10.1)     (7.5)
                                                          -------------------
            Total interest expense                        $   16.0  $   19.1
    -------------------------------------------------------------------------
    Earnings before income taxes and minority interest
      CTR                                                 $   40.0  $   38.5
      Financial Services                                      45.4      29.4
      Petroleum                                                2.5       1.7
      Mark's                                                  11.3       8.4
                                                          -------------------
    Total earnings before income taxes and
     minority interest                                    $   99.2  $   78.0
    -------------------------------------------------------------------------
    (1) Differences may occur due to rounding.References to adjusted earnings

    In several places in this MD&A, we refer to adjusted pre-tax and
after-tax earnings before the impact of non-operating items. Historically,
non-operating items have included gains and losses on the sales of loans
receivable and dispositions of surplus property and equipment. The timing and
amount of gains and losses from these items are not consistent from quarter to
quarter. We believe the adjusted figures allow for a clearer assessment of
earnings for each of our businesses, and provide a more meaningful measure of
our consolidated and segmented operating results.

    12.0 Controls and procedures

    Disclosure controls and procedures

    Management is responsible for establishing and maintaining a system of
controls and procedures over the public disclosure of financial and
non-financial information regarding the Company. Such controls and procedures
are designed to provide reasonable assurance that all relevant information is
gathered and reported, on a timely basis, to senior management, including the
Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), so that
appropriate decisions can be made by them regarding public disclosure.
    Our system of disclosure controls and procedures includes, but is not
limited to, our Disclosure Policy, our Code of Business Conduct, the effective
functioning of our Disclosure Committee, procedures in place to systematically
identify matters warranting consideration of disclosure by the Disclosure
Committee, verification processes for individual financial and non-financial
metrics and information contained in annual and interim filings, including the
consolidated financial statements, MD&As, Annual Information Forms and other
documents and external communications.
    As required by CSA Multilateral Instrument 52-109, Certification of
Disclosure in Issuers' Annual and Interim Filings, an evaluation of the
effectiveness of the design of our disclosure controls and procedures was
conducted, under the supervision of management, including the CEO and CFO, as
of March 31, 2007. The evaluation included documentation review, enquiries and
other procedures considered by management to be appropriate in the
circumstances. Based on that evaluation, the CEO and the CFO have concluded
that the design of the system of disclosure controls and procedures remained
effective as of March 31, 2007.

    Internal control over financial reporting

    Management is also responsible for establishing and maintaining
appropriate internal controls over financial reporting. Our internal controls
over financial reporting include, but are not limited to, detailed policies
and procedures related to financial accounting and reporting, and controls
over systems that process and summarize transactions. Our procedures for
financial reporting also include the active involvement of qualified financial
professionals, senior management and our Audit Committee.
    All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.
    As required by CSA Multilateral Instrument 52-109, Certification of
Disclosure in Issuers' Annual and Interim Filings, an evaluation of the design
of our internal controls over financial reporting was conducted, under the
supervision of management, including the CEO and CFO, as of March 31, 2007.
Based on that evaluation, the CEO and the CFO have concluded that the design
of internal controls over financial reporting continued to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP as of
March 31, 2007.
    Management has evaluated whether there were changes in our internal
controls over financial reporting during the interim period ended March 31,
2007 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. Management has
determined that no material changes occurred in the first quarter of 2007.

    Commitment to disclosure and investor communication

    Canadian Tire strives to maintain a high standard of disclosure and
investor communication. Reflecting our commitment to full and transparent
disclosure, the Investor Relations section of the Company's web site includes
the following documents and information of interest to investors:-  Annual Information Form
    -  Management Information Circular
    -  Quarterly reports
    -  Quarterly fact sheets
    -  Conference call webcasts (archived for one year)The Company's Annual Information Form, Management Information Circular
and quarterly reports are also available on the SEDAR (System for Electronic
Disclosure and Retrieval) web site at www.sedar.com.

    If you would like to contact the Investor Relations department directly,
call (416) 480-8570 or email investor.relations@cantire.com.2007 FIRST QUARTER

                          INTERIM REPORT FINANCIALS


    Consolidated Statements of Earnings (Unaudited)
    -------------------------------------------------------------------------

    (Dollars in millions except                          13 weeks ended,
     per share amounts)                         March 31, 2007 April 1, 2006
    -------------------------------------------------------------------------


    Gross operating revenue                        $   1,743.4   $   1,572.1
    -------------------------------------------------------------------------

    Operating expenses
      Cost of merchandise sold and all other
       operating expenses except for the
       undernoted items                                1,574.0       1,424.5
      Interest
        Long-term debt                                    15.7          18.7
        Short-term debt                                    0.3           0.4
      Depreciation and amortization                       48.4          46.6
      Employee Profit Sharing Plan                         5.8           3.9
    -------------------------------------------------------------------------
    Total operating expenses                           1,644.2       1,494.1
    -------------------------------------------------------------------------

    Earnings before income taxes and minority
     interest                                             99.2          78.0

    Income taxes                                          34.7          28.1
    -------------------------------------------------------------------------
    Net earnings before minority interest                 64.5          49.9
    -------------------------------------------------------------------------

    Minority interest (Note 7)                               -           2.3
    -------------------------------------------------------------------------

    Net earnings                                   $      64.5   $      47.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Basic earnings per share                       $      0.79   $      0.58
    Diluted earnings per share (Note 5)            $      0.79   $      0.58
    -------------------------------------------------------------------------

    Weighted average number of Common and
     Class A Non-Voting Shares outstanding
     (Note 5)                                       81,503,488    81,483,869
    -------------------------------------------------------------------------



     Consolidated Statements of Cash Flows (Unaudited)
    -------------------------------------------------------------------------

                                                         13 weeks ended,
    (Dollars in millions)                       March 31, 2007 April 1, 2006
    -------------------------------------------------------------------------

    Cash generated from (used for):

    Operating activities
      Net earnings                                 $      64.5   $      47.6
      Items not affecting cash
        Net provision for loans receivable                50.3          49.4
        Depreciation and amortization of
         property and equipment                           47.7          45.9
        Loss on sales of loans receivable (Note 3)         3.0          12.7
        Employee future benefits expense (Note 4)          1.7           1.8
        Amortization of other assets                       0.8           1.3
        Loss (gain) on disposals of property
         and equipment                                     0.6          (3.1)
        Other                                             (0.5)         (1.1)
    -------------------------------------------------------------------------
                                                         168.1         154.5
    -------------------------------------------------------------------------
    Changes in other working capital components         (892.2)       (694.0)
    -------------------------------------------------------------------------
    Cash used for operating activities                  (724.1)       (539.5)
    -------------------------------------------------------------------------

    Investing activities
        Additions to property and equipment             (125.6)        (83.6)
        Securitization of loans receivable               (36.3)        (21.8)
        Purchases of stores                               (3.2)         (0.9)
        Employee future benefits                          (0.4)         (0.4)
        Asset retirement obligations                      (0.2)         (0.2)
        Proceeds on disposition of property and equipment  0.6         237.3
        Long-term receivables and other assets            17.6          (5.3)
        Investment in loans receivable                   103.2          49.9
    -------------------------------------------------------------------------
    Cash generated from (used for) investing activities  (44.3)        175.0
    -------------------------------------------------------------------------

    Financing activities
        Commercial paper                                  21.5             -
        Repayment of long-term debt                       (0.8)       (201.5)
        Dividends                                        (13.5)        (11.8)
        Class A Non-Voting Share transactions (Note 6)       -          (4.7)
    -------------------------------------------------------------------------
    Cash generated from (used for) financing activities    7.2        (218.0)
    -------------------------------------------------------------------------

    Cash used in the period                             (761.2)       (582.5)
    Cash and cash equivalents, beginning of period       741.3         838.0
    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period (Note 9)                        $     (19.9)  $     255.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statement of Comprehensive Income (Unaudited)
    -------------------------------------------------------------------------

                                                13 weeks ended,
    (Dollars in millions)                       March 31, 2007
    -----------------------------------------------------------

    Net earnings                                   $      64.5
    Other comprehensive income (loss), net of taxes
      Losses on derivatives designated as
       cash flow hedges (net of tax of $1.8)              (3.4)
      Reclassification to non-financial asset of
       gains on derivatives designated as cash
       flow hedges (net of tax of $4.8)                   (9.0)
      Reclassification to earnings of gains on
       derivatives designated as cash flow hedges
       (net of tax of $0.7)                               (1.4)
    -----------------------------------------------------------
    Other comprehensive income (loss)                    (13.8)
    -----------------------------------------------------------
    Comprehensive income                           $      50.7
    -----------------------------------------------------------
    -----------------------------------------------------------



    Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
    -------------------------------------------------------------------------

                                                         13 weeks ended,
    (Dollars in millions)                       March 31, 2007 April 1, 2006
    -------------------------------------------------------------------------

    Share capital
    Balance, beginning of period                   $     702.7   $     702.7
    Transactions, net                                        -          (0.9)
    -------------------------------------------------------------------------
    Balance, end of period                         $     702.7   $     701.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Contributed surplus
    Balance, beginning of period                   $       0.1   $       1.5
    Transactions, net                                      0.1           0.1
    -------------------------------------------------------------------------
    Balance, end of period                         $       0.2   $       1.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Foreign currency translation adjustment
    Balance, beginning of period as
     previously reported                           $      (5.7)  $      (5.7)
    Reclassification to accumulated other
     comprehensive income                                  5.7           5.7
    -------------------------------------------------------------------------
    Balance, beginning of period as restated
     and end of period                             $         -   $         -
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Retained earnings
    Balance, beginning of period as previously
     reported                                      $   2,088.1   $   1,812.6
    Transitional adjustment on adoption of
     new accounting policies                              (4.4)            -
    -------------------------------------------------------------------------
    Balance, beginning of period as restated           2,083.7       1,812.6
    Net earnings for the period                           64.5          47.6
    Dividends                                            (15.1)        (13.4)
    Repurchase of Class A Non-Voting Shares                  -          (3.8)
    -------------------------------------------------------------------------
    Balance, end of period                         $   2,133.1   $   1,843.0
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Accumulated other comprehensive income (loss)
    Balance, beginning of period as previously
     reported                                      $         -   $         -
    Reclassification from foreign currency
     translation adjustment                               (5.7)         (5.7)
    -------------------------------------------------------------------------
    Balance, beginning of period as restated              (5.7)         (5.7)
    Transitional adjustment on adoption of
     new accounting policies                              14.3             -
    Other comprehensive income (loss)
     for the period                                      (13.8)            -
    -------------------------------------------------------------------------
    Balance, end of period                         $      (5.2)  $      (5.7)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------




    Consolidated Balance Sheets (Unaudited)
    -------------------------------------------------------------------------

    (Dollars in millions)               March 31,      April 1,  December 30,
    As at                                   2007          2006          2006
    -------------------------------------------------------------------------

    ASSETS
    Current assets
      Cash and cash equivalents
       (Note 9)                       $        -    $    255.5    $    741.3
      Accounts receivable                  576.8         571.4         340.5
      Loans receivable (Note 3)            577.2         572.0         694.2
      Merchandise inventories              886.3         898.0         667.3
      Prepaid expenses and deposits         61.5          58.4          46.2
      Future income taxes                   41.8          43.6          51.5
    -------------------------------------------------------------------------
      Total current assets               2,143.6       2,398.9       2,541.0
    -------------------------------------------------------------------------
    Long-term receivables and other
     assets (Note 3)                       255.6         200.2         283.5
    Goodwill                                49.6          46.2          46.4
    Intangible assets                       52.4          52.4          52.4
    Property and equipment               2,925.3       2,572.4       2,881.3
    -------------------------------------------------------------------------
      Total assets                    $  5,426.5    $  5,270.1    $  5,804.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES
    Current liabilities
      Bank indebtedness (Note 9)      $     19.9    $        -    $        -
      Commercial paper                      21.5             -             -
      Accounts payable and other         1,185.6       1,035.5       1,579.5
      Income taxes payable                   3.0          21.3          81.1
      Current portion of long-term debt      2.9           4.1           3.0
    -------------------------------------------------------------------------
      Total current liabilities          1,232.9       1,060.9       1,663.6
    -------------------------------------------------------------------------
    Long-term debt                       1,166.5       1,170.0       1,168.4
    Future income taxes                     70.6          89.0          75.0
    Other long-term liabilities            125.7         109.5         112.4
    -------------------------------------------------------------------------
      Total liabilities                  2,595.7       2,429.4       3,019.4
    -------------------------------------------------------------------------
    Minority interest (Note 7)                 -         300.0             -

    SHAREHOLDERS' EQUITY
    Share capital (Note 6)                 702.7         701.8         702.7
    Contributed surplus                      0.2           1.6           0.1
    Accumulated other comprehensive loss    (5.2)         (5.7)         (5.7)
    Retained earnings                    2,133.1       1,843.0       2,088.1
    -------------------------------------------------------------------------
      Total shareholders' equity         2,830.8       2,540.7       2,785.2
    -------------------------------------------------------------------------
      Total liabilities, minority
       interest and shareholders'
       equity                         $  5,426.5    $  5,270.1    $  5,804.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Notes to the Consolidated Financial Statements (Unaudited)
    -------------------------------------------------------------------------

    1.  Basis of presentation

        These unaudited interim consolidated financial statements
        (the "financial statements") have been prepared by management in
        accordance with Canadian generally accepted accounting principles
        ("GAAP") and include the accounts of Canadian Tire Corporation,
        Limited and its subsidiaries and partnership (up until April 3, 2006
        - see Note 7), collectively referred to as the "Company". These
        financial statements do not contain all disclosures required by
        Canadian GAAP for annual financial statements, and accordingly, the
        financial statements should be read in conjunction with the most
        recently prepared annual financial statements for the 52 weeks ended
        December 30, 2006.

        The preparation of the financial statements in conformity with GAAP
        requires management to make estimates and assumptions that affect the
        reported amounts of assets and liabilities and disclosures of
        contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenue and expenses during
        the reporting period. Actual results could differ from these
        estimates. Estimates are used when accounting for items such as
        income taxes, impairment of assets, employee benefits, product
        warranties, inventory provisions, amortization, uncollectible credit
        card receivables and personal loans, environmental reserves, asset
        retirement obligations, financial instruments, and the liability for
        the Company's loyalty programs.

    2.  Accounting policies

        These financial statements follow the same accounting policies and
        methods of their application as the most recent annual financial
        statements for the 52 weeks ended December 30, 2006, except as noted
        below.

        Financial Instruments/Hedges/Comprehensive Income
        -------------------------------------------------

        The Canadian Institute of Chartered Accountants (CICA) issued the
        following new accounting standards that apply to the Company as of
        the first day of the Company's 2007 fiscal year: a) CICA Handbook
        Section 3855 "Financial Instruments, Recognition and Measurement";
        b) CICA Handbook Section 3861 "Financial Instruments - Disclosure and
        Presentation"; c) CICA Handbook Section 3865 "Hedges"; d) CICA
        Handbook Section 1530 "Comprehensive Income"; and e) CICA Handbook
        Section 3251 "Equity".

        Financial instruments

        This new standard requires the Company to revalue certain of its
        financial assets and liabilities, including derivatives designated in
        qualifying hedging relationships and embedded derivatives in certain
        contracts, at fair value on the initial date of implementation and at
        each subsequent financial reporting date.

        This standard also requires the Company to classify financial assets
        and liabilities according to their characteristics and management's
        choices and intentions related thereto for the purposes of ongoing
        measurement. Classification choices for financial assets include:
        a) held for trading - measured at fair value with changes in fair
        value recorded in net earnings; b) held to maturity - recorded at
        amortized cost with gains and losses recognized in net earnings in
        the period that the asset is derecognized or impaired; c) available
        for sale - measured at fair value with changes in fair value
        recognized in other comprehensive income for the current period until
        realized through disposal or impairment; and d) loans and receivables
        - recorded at amortized cost with gains and losses recognized in net
        earnings in the period that the asset is derecognized or impaired.
        Classification choices for financial liabilities include: a) held for
        trading - measured at fair value with changes in fair value recorded
        in net earnings and b) other - measured at amortized cost with gains
        and losses recognized in net earnings in the period that the
        liability is derecognized. Subsequent measurement for these assets
        and liabilities are based on either fair value or amortized cost
        using the effective interest method, depending upon their
        classification. Any financial asset or liability can be classified as
        held for trading as long as its fair value is reliably determinable.

        In accordance with the new standard, the Company's financial assets
        and liabilities are generally classified and measured as follows:

        Asset/Liability               Category                Measurement
        ---------------               --------                -----------

        Cash and cash equivalents     Held for trading        Fair value
        Accounts receivable           Loans and receivables   Amortized cost
        Loans receivable              Loans and receivables   Amortized cost
        Long-term receivables and     Loans and receivables   Amortized cost
         other assets
        Bank indebtedness             Held for trading        Fair value
        Commercial paper              Other liabilities       Amortized cost
        Accounts payable and other    Other liabilities       Amortized cost
        Long-term debt                Other liabilities       Amortized cost
        Other long-term liabilities   Other liabilities       Amortized cost

        Included in the above financial statement captions are the following:
          -  interest-only strip related to the sale of loans receivable,
             which is included in long-term receivables and other assets,
             has been classified as held for trading and measured at fair
             value, and
          -  an equity investment included in long-term receivables and other
             assets, has been classified as available for sale and measured
             at cost (nominal value) because this equity investment does not
             have a quoted price in an active market.

        Other balance sheet accounts, such as merchandise inventories,
        prepaid expenses, current and future income taxes, goodwill,
        intangible assets and property and equipment are not within the scope
        of the new accounting standards as they are not financial
        instruments.

        Transaction costs related to all financial instruments are now
        expensed as incurred. Upon transition to the new standards on
        December 31, 2006, the Company elected to charge the remaining
        unamortized transaction costs related to debt financing in the amount
        of $2.9 million (net of tax) to retained earnings.

        Credit card balance transfer promotions offered by the Company at
        rates not equal to market value are now measured at fair value at
        date of acquisition and then subsequently accounted for at amortized
        cost using the effective interest method. The difference between the
        promotional rates offered and market rates are recorded as an expense
        under the new standards. This resulted in a $3.7 million decrease in
        loans receivable and $2.4 million decrease (net of tax) to opening
        retained earnings on transition.

        Embedded derivatives (elements of contracts whose cash flows move
        independently from the host contract) are required to be separated
        and measured at fair values if certain criteria are met. Under an
        election permitted by the new standard, management reviewed contracts
        entered into or modified subsequent to December 28, 2002 and
        determined that the Company does not currently have any significant
        embedded derivatives in these contracts that require separate
        accounting and disclosure.

        Comprehensive income

        In accordance with the new comprehensive income standard, the Company
        has chosen to report a new financial statement entitled "Consolidated
        Statement of Comprehensive Income" for changes in the fair value of
        certain of these financial assets and liabilities (e.g. the effective
        portion of changes in the fair value of a derivative designated in a
        cash flow hedging relationship). The "accumulated other comprehensive
        income" (i.e. the portion of comprehensive income not already
        included in net earnings) is being presented as a separate line in
        shareholders' equity.

        In accordance with the new standards, management has estimated the
        net amount of gains and losses reported in accumulated other
        comprehensive income, which are currently expected to be reclassified
        to net earnings within the next 12 months, as a gain of approximately
        $7.1 million (net of tax).

        Hedges

        With respect to the new standard related to hedging, the Company
        enters into various cash flow hedges. The Company enters into foreign
        exchange contracts to hedge the exposure to foreign currency risk on
        the future payment of foreign currency denominated inventory
        purchases. The fair value of these contracts is included in accounts
        receivable. The changes in fair value of these contracts are included
        in other comprehensive income to the extent the hedges continue to be
        effective. Once the inventory has been recognized, the Company has
        elected to reclassify the related accumulated other comprehensive
        income amount to merchandise inventories. Subsequent changes in the
        fair value of the foreign exchange contracts are recorded in net
        earnings for the period. The Company enters into equity derivative
        contracts to hedge certain future stock-based compensation expenses.
        The fair value of these contracts is included in accounts receivable
        and long-term receivables and other assets depending on the
        derivative's maturity. The changes in fair value of these contracts
        is included in other comprehensive income to the extent the hedges
        continue to be effective. The related other comprehensive income
        amounts are reclassified to net earnings based on vesting of the
        respective stock-based share units. The Company also enters into
        certain interest rate swap contracts to manage its exposure to
        interest rate risks. The fair value of these contracts is included in
        other long-term liabilities. The changes in fair value of these
        contracts is included in other comprehensive income to the extent the
        hedges continue to be effective. The related other comprehensive
        income amounts are allocated to net earnings in the same period in
        which the hedged item affects net earnings. For all cash flow hedges,
        to the extent the change in fair value of the derivative is not
        completely offset by the change in the fair value of the hedged item,
        the ineffective portion of the hedging relationship is recorded
        immediately in net earnings.

        The Company also enters into fair value hedges, including certain
        interest rate swap contracts. The fair value of these hedges is
        included in other long-term liabilities. In fair value hedges the
        change in fair value of both the hedged item attributable to the risk
        being hedged and the entire hedging item are recorded in the net
        earnings for the respective period.

        The maximum length of time over which the Company is hedging its
        exposure to future cash flow variability for anticipated transactions
        is ten years.

        Equity

        Handbook Section 3251 describes standards for the presentation of
        equity and changes in equity during the period with reference to the
        new comprehensive income standard.

        The new standards were applied retrospectively without restatement of
        prior periods on December 31, 2006 (the first day of the Company's
        2007 fiscal year), and thus prior periods presented have not been
        restated with the exception of accumulated foreign currency
        translation adjustment. The opening balance of retained earnings, net
        of income taxes, has been adjusted by the following:
        -  the difference between the previous carrying amount and the fair
           value of financial assets and liabilities designated as held for
           trading;
        -  the cumulative ineffective portion of the gain or loss on the
           hedging items in designated cash flow hedging relationships and
           the total gain or loss on the hedging items in designated fair
           value hedging relationships; and
        -  unamortized deferred debt issue expenses.

        The opening balance of accumulated other comprehensive income, net of
        income taxes, has been similarly adjusted by the following:
        -  the cumulative effective portion of the gain or loss on the
           hedging items that are included in designated cash flow hedging
           relationships; and
        -  restatement of current and prior periods to reflect the
           accumulated foreign currency translation adjustment on the
           translation of certain subsidiaries from a separate category of
           shareholders' equity.

        The transitional impact of the new standards on relevant items in the
        Company's opening Balance Sheet for 2007 may be summarized as
        follows:
        1.  Accounts receivable (derivative assets) - increase of
            $37.0 million
        2.  Loans receivable - decrease of $3.7 million
        3.  Long-term receivables and other assets (debt issue expenses net
            of derivative assets) - decrease of $0.9 million
        4.  Future income taxes (current asset) - decrease of $9.7 million
        5.  Future income taxes (long-term liability) - decrease of
            $4.4 million
        6.  Accounts payable - increase of $6.8 million
        7.  Other long-term liabilities (derivative liabilities) - increase
            of $12.9 million
        8.  Long-term debt - decrease of $2.5 million
        9.  Opening retained earnings - decrease of $4.4 million
        10. Accumulated other comprehensive income - increase of
            $14.3 million

    3.  Loans Receivable

        The Company sells pools of loans receivable ("the Loans") to third
        party trusts ("the Trusts") in transactions known as securitizations.
        Loans include both credit card and personal loans receivable. The
        transactions are accounted for as sales in accordance with Accounting
        Guideline 12, "Transfers of Receivables" ("AcG-12"), and the Loans
        are removed from the Consolidated Balance Sheets. The Company retains
        the interest-only strip, and for the personal loan securitization, a
        subordinated interest in the loans sold (the "seller's interest") and
        cash deposited with one of the Trusts (the "securitization reserve"),
        all of which are retained interests. The seller's interest and
        securitization reserve provide that Trust with a source of funds in
        the event that the interest and principal collected on the Loans is
        not sufficient to pay the Trust's creditors. The Trusts' recourse to
        the Company is limited to the retained interests. The Company also
        assumes responsibility for servicing the Loans, for which it does not
        receive any direct compensation.

        The proceeds of the sale are deemed to be the cash received,
        interest-only strip and securitization reserve, less any servicing
        obligation assumed. The proceeds are allocated between the Loans,
        interest-only strip, seller's interest and securitization reserve
        based on their relative fair value at the date of sale, with any
        excess or deficiency recorded as a gain or loss on sale respectively.
        The Company estimates fair values by discounting future cash flows or
        comparing the appropriate yield curves to matching maturity terms.
        Retained interests are measured at fair value and are reviewed for
        impairment on a quarterly basis. For the 13 weeks ended March 31,
        2007, the Company recognized a pre-tax loss of $3.0 million
        (2006 - $12.7 million pre-tax loss) on the securitization of the
        Loans.

        As the Company does not control the Trusts, they have not been
        consolidated in these financial statements.

        Quantitative information about loans managed and securitized by the
        Company is as follows:


        (Dollars in millions)                              Average balances
                                Total principal amount          for the
                                of receivables as at(1)     13 weeks ended
                           ------------------------------ -------------------
                           March 31, April 1, December 30, March 31, April 1,
                              2007      2006      2006      2007      2006
                           ---------- --------- --------- --------- ---------
        Total net managed
         credit card loans  $3,229.4  $2,970.8  $3,372.3  $3,268.1  $3,033.2
        Credit card loans
         sold               (2,679.0) (2,423.4) (2,702.9) (2,691.0) (2,423.1)
                           ---------- --------- --------- --------- ---------
        Credit card loans
         held                  550.4     547.4     669.4     577.1     610.1

        Net managed personal
         and mortgage
         loans(2)              208.7     289.2     226.9     216.1     244.7
        Loans sold            (105.8)   (185.3)   (124.5)   (115.2)   (196.0)
                           ---------- --------- --------- --------- ---------
        Loans held             102.9     103.9     102.4     100.9      48.7

                           ---------- --------- --------- --------- ---------
        Total loans
         receivable            653.3     651.3     771.8  $  678.0  $  658.8
                                                          --------- ---------
                                                          --------- ---------
        Less: long-term
         portion(3)             76.1      79.3      77.6
                           ---------- --------- ---------

        Current portion of
         loans receivable   $  577.2  $  572.0  $  694.2
                           ---------- --------- ---------

        (1) Amounts shown are net of allowance for credit losses.
        (2) Personal loans are unsecured loans that are provided to qualified
            existing credit cardholders for terms of three to five years.
            Personal loans have fixed monthly payments of principal and
            interest; however, the personal loans can be repaid at any time
            without penalty. Mortgage loans are issued for terms of up to ten
            years, have fixed or variable interest rates and are secured.
        (3) The long-term portion of loans is included in "Long-term
            receivables and other assets".

        Net credit losses for the 13 weeks ended March 31, 2007 were
        $52.2 million (2006 - $51.2 million). Net credit losses are charge-
        offs net of recoveries and are based on the total managed portfolio
        of loans receivable.

    4.  Employee Future Benefits

        The net employee future benefit expense for the 13 weeks ended
        March 31, 2007 was $1.7 million (2006 - $1.8 million).

    5.  Diluted Earnings Per Share

        The reconciliation of the number of shares used in the diluted
        earnings per share calculation is as follows:

                                              13 weeks ended  13 weeks ended
                                              March 31, 2007   April 1, 2006
                                              --------------- ---------------
        Average number of shares for basic
         earnings per share calculations          81,503,488      81,483,869
        Dilutive options                                   -         908,872
                                              --------------- ---------------
        Average number of shares for dilutive
         earnings per share calculations          81,503,488      82,392,741
                                              --------------- ---------------
                                              --------------- ---------------

        Effective November 2006, all outstanding stock options have a feature
        that enables the employee to exercise the stock option or receive a
        cash payment equal to the difference between the market price of a
        Class A Non-Voting Share at the exercise date and the exercise price
        of the stock option. As the employee can request settlement in cash
        and the Company is obligated to pay cash upon demand, compensation
        expense is accrued over the vesting period of the stock options based
        on the expected total compensation to be paid upon the stock options
        being exercised. Accordingly, outstanding stock options have no
        dilutive impact on the average number of shares outstanding. For
        further details of the terms of the stock option plans prior to
        amendment, please refer to Note 10 to the most recent annual
        financial statements for the 52 weeks ended December 30, 2006.

    6.  Share Capital

        (Dollars in millions)               March 31,   April 1, December 30,
                                                2007       2006         2006
                                            ---------   ---------   ---------
        Authorized
            3,423,366 Common Shares
            100,000,000 Class A Non-Voting Shares
        Issued
            3,423,366 Common Shares
             (April 1, 2006 - 3,423,366)    $    0.2    $    0.2    $    0.2
            78,049,221 Class A Non-Voting
             Shares (April 1, 2006 -
             78,008,515)                       702.5       701.6       702.5

                                            ---------   ---------   ---------
                                            $  702.7    $  701.8    $  702.7
                                            ---------   ---------   ---------
                                            ---------   ---------   ---------

        The Company issues and repurchases Class A Non-Voting Shares. The net
        excess of the repurchase price over the issue price is allocated to
        retained earnings.

        The following transactions occurred with respect to
        Class A Non-Voting Shares:

                                  13 weeks ended          13 weeks ended
        (Dollars in millions)     March 31, 2007           April 1, 2006
                               ---------------------    ---------------------
                                 Number        $          Number        $
                               ----------- ---------    ----------- ---------
        Shares outstanding at
         the beginning of the
         period                78,047,456     702.5     78,032,724     702.5
        Issued                     91,765       6.5        187,091       8.8
        Repurchased               (90,000)     (6.5)      (211,300)    (13.5)
        Excess of repurchase
         price over issue price         -         -              -       3.8
                               ----------- ---------    ----------- ---------
        Shares outstanding at
         the end of the period 78,049,221     702.5     78,008,515     701.6
                               ----------- ---------    ----------- ---------
                               ----------- ---------    ----------- ---------

    7.  Minority Interest

        The Company was the general partner in a limited partnership for
        purposes of raising $300 million of capital in relation to a
        portfolio of its retail properties. The partnership invested in the
        retail properties by way of a note and equity in an entity that owns
        the portfolio of properties. The partnership had an indefinite life,
        but could be liquidated in certain circumstances. The assets and
        liabilities, results of operations and cash flows of the partnership
        were included in the financial statements of the Company. The
        preferred interest was treated as minority interest on the
        Consolidated Balance Sheets and in the Consolidated Statements of
        Earnings.

        On April 3, 2006, the $300 million note was repaid and the equity was
        redeemed. The limited partnership repaid the limited partners.
        Accordingly, the minority interest ceased to be reflected on the
        Consolidated Balance Sheets after April 3, 2006, and no further
        charge has been reflected in the Consolidated Statements of Earnings
        after April 3, 2006.

    8.  Segmented Information - Statement of Earnings

        ---------------------------------------------------------------------
                                              13 weeks ended  13 weeks ended
                                                    March 31,        April 1,
        (Dollars in millions)                           2007            2006
        ---------------------------------------------------------------------

        Gross operating revenue(1)
          CTR                                   $    1,074.7    $      969.2
          Financial Services                           182.3           161.7
          Petroleum                                    362.8           335.1
          Mark's                                       152.1           128.7
          Eliminations                                 (28.5)          (22.6)
                                                -----------------------------
          Total gross operating revenue         $    1,743.4    $    1,572.1
        ---------------------------------------------------------------------
        Earnings before income taxes and
         minority interest
          CTR                                   $       40.0    $       38.5
          Financial Services                            45.4            29.4
          Petroleum                                      2.5             1.7
          Mark's                                        11.3             8.4
                                                -----------------------------
          Total earnings before income taxes
           and minority interest                $       99.2    $       78.0
        Income taxes                                    34.7            28.1
        Minority interest                                  -             2.3
                                                -----------------------------
        Net earnings                            $       64.5    $       47.6
        ---------------------------------------------------------------------
        Interest expense
          CTR                                   $       22.2    $       23.1
          Financial Services                             3.5             3.0
          Petroleum                                        -               -
          Mark's                                         0.4             0.5
          Eliminations                                 (10.1)           (7.5)
                                                -----------------------------
          Total interest expense                $       16.0    $       19.1
        ---------------------------------------------------------------------
        Depreciation and amortization expense
          CTR                                   $       36.8    $       35.9
          Financial Services                             3.3             3.2
          Petroleum                                      4.0             3.6
          Mark's                                         4.3             3.9
                                                -----------------------------
          Total depreciation and amortization
           expense                              $       48.4    $       46.6
        ---------------------------------------------------------------------

        (1) Gross operating revenue includes dividend and interest income.


        Segmented Information - Total Assets

        ---------------------------------------------------------------------
        (Dollars in millions)              As at         As at         As at
                                        March 31,      April 1,  December 30,
                                            2007          2006          2006
        ---------------------------------------------------------------------

        CTR                            $ 4,327.2     $ 4,107.5     $ 4,502.5

        Financial Services               1,310.2       1,257.3       1,476.0

        Petroleum                          244.7         229.2         477.9

        Mark's                             435.9         370.6         406.7

        Eliminations                      (891.5)       (694.5)     (1,058.5)
                                       --------------------------------------

        Total                          $ 5,426.5     $ 5,270.1     $ 5,804.6
        ---------------------------------------------------------------------


    9.  Cash and Cash Equivalents

        The components of cash and cash equivalents are:

                                        March 31,      April 1,  December 30,
        (Dollars in millions)               2007          2006          2006
                                      -----------   -----------   -----------
        Cash                          $   (103.9)   $   (112.3)   $    (47.4)
        Short-term investments              84.0         367.8         788.7
                                      -----------   -----------   -----------

        Cash and cash equivalents     $    (19.9)   $    255.5    $    741.3
                                      -----------   -----------   -----------
                                      -----------   -----------   -----------

        For the quarter ended March 31, 2007, the balance of $(19.9) million
        has been classified as bank indebtedness.

    10. Supplementary Cash Flow Information

        The Company paid income taxes during the 13 weeks ended March 31,
        2007, amounting to $105.4 million (2006 - $76.5 million) and made
        interest payments of $14.7 million (2006 - $20.3 million). During the
        13 weeks ended March 31, 2007, property and equipment were acquired
        at an aggregate cost of $153.1 million (2006 - $91.9 million), of
        which $27.5 million (2006 - $8.3 million) was included in accounts
        payable and other.

    11. Legal Matters

        The Company and certain of its subsidiaries are party to a number of
        legal proceedings. The Company believes that each such proceeding
        constitutes a routine legal matter incidental to the business
        conducted by the Company and that the ultimate disposition of the
        proceedings will not have a material effect on the Company's
        consolidated earnings, cash flow or financial position.

    12. Tax Matters

        In the ordinary course of business, the Company is subject to ongoing
        audits by tax authorities. While the Company believes that its tax
        filing positions are appropriate and supportable, from time to time
        certain matters are reviewed and challenged by the tax authorities.

        The Canada Revenue Agency (CRA) has reassessed and is also expected
        to reassess the Company regarding the tax treatments of commissions
        paid to foreign subsidiaries of the Company (covering periods from
        1995 onwards), and dividends received on an investment made by a
        wholly-owned subsidiary of the Company related to reinsurance
        (covering periods from 1999 to 2003). The applicable provincial tax
        authorities are expected to reassess for the corresponding periods.
        The Company does not have a significant exposure on these matters
        subsequent to the 2003 taxation year. The reassessment and expected
        reassessments in these matters are based on multiple grounds, some of
        which are highly unusual and the Company will appeal these
        reassessments as and when they are received.

        If the CRA (and applicable provincial tax authorities) were entirely
        successful in their reassessments - an outcome that the Company and
        its tax advisors believe to be very unlikely - it is estimated that
        the total liability of the Company for additional taxes, interest and
        penalties could be approximately $261 million. Although the Company
        will appeal these reassessments, current tax legislation requires the
        Company to remit to the CRA and its provincial counterparts
        approximately $163 million, of which $110 million had been remitted
        by the end of the quarter. Subsequent to the end of the quarter, the
        Company paid on account an additional $45 million to the provincial
        tax authorities. In the event that the Company is successful in its
        appeal, in whole or in part, some, or all of the funds remitted to
        the various tax authorities will be refunded to the Company.

        The Company regularly reviews the potential for adverse outcomes in
        respect of tax matters. The Company believes that the ultimate
        disposition of these reassessments will not have a material adverse
        effect on its liquidity, consolidated financial position or results
        of operations because the Company believes that it has adequate
        provision for these tax matters. Should the ultimate outcome
        materially differ from the provisions, the Company's effective tax
        rate and its earnings could be affected positively or negatively in
        the period in which the matters are resolved.

    13. Comparative Figures

        Certain of the prior period's figures have been reclassified to
        conform to the current year presentation.Interest Coverage Exhibit to the Consolidated Financial Statements
    -------------------------------------------------------------------------

    The Company's long-term interest requirements for the 52 weeks ended
March 31, 2007, after annualizing interest on long-term debt issued and
retired during this period, amounted to $77.1 million. The Company's earnings
before interest on long-term debt, income taxes and minority interest for the
52 weeks then ended were $645.7 million, which is 8.4 times the Company's
long-term interest requirements for this period.

    %SEDAR: 00000534EF



For further information:
For further information: Media, Caroline Casselman, Director, Community
& Public Affairs, (416) 480-8159, caroline.casselman@cantire.com; Investors,
Scott Bonikowsky, Vice President, Corporate Affairs & Investor Relations,
(416) 480-8570, bonikowsky@cantire.com