Canadian Tire third quarter net earnings rise 10.8% to $105.7 million
Adjusted net earnings up 12.4%-------------------------------------------- Consolidated 2007 2006 Highlights(1): 3rd Quarter 3rd Quarter Change ------------------------------------------------------------------------- Retail sales $2.43 billion $2.43 billion (0.2)% Gross operating revenue $2.05 billion $2.02 billion 1.5% Earnings before income taxes and minority interest $158.2 million $149.1 million 6.1% Net earnings $105.7 million $95.4 million 10.8% Net earnings excluding non-operating gains and losses(2) $106.0 million $94.4 million 12.4% Basic earnings per share $1.30 $1.17 11.0% Adjusted basic earnings per share excluding non-operating gains and losses(2) $1.30 $1.16 12.5% (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, Nov. 8 /CNW/ - Canadian Tire Corporation, Limited (CTC, CTC.a) today reported third quarter net earnings of $105.7 million, an increase of 10.8 percent compared to $95.4 million in the third quarter of 2006. Net earnings, excluding non-operating gains and losses, were $106.0 million, an increase of 12.4 percent compared to $94.4 million last year. Basic earnings per share were $1.30, an increase of 11.0 percent compared to $1.17 for the previous year. Adjusted basic earnings per share, excluding non-operating gains and losses, increased 12.5 percent to $1.30 compared to $1.16 for the same period last year. "The growth in earnings during the quarter reflects our continuing focus on cost reductions and productivity improvements, as well as stronger than expected performance from our Petroleum and Financial Services businesses," said Tom Gauld, president and CEO. "The sales results from both Canadian Tire Retail and Mark's Work Wearhouse are a result of a softening retail environment in Ontario and Quebec, and unseasonable weather patterns in September. Retail sales in the rest of the country remained strong. We remain confident in our business strategies and in our ability to generate long-term growth." For the first nine months, net earnings were $292.5 million, up 18.8 percent from $246.3 million for the comparable period in 2006. Net earnings, excluding non-operating gains and losses, were $282.5 million, a 13.6 percent increase from $248.7 million last year. Basic earnings per share for the first nine months of 2007 rose 18.9 percent, to $3.59 from $3.02 in the comparable 2006 period. Adjusted basic earnings per share, excluding non-operating gains and losses for the first nine months of 2007, were $3.47, a 13.7 percent increase from $3.05 last year.Business Overview CANADIAN TIRE RETAIL (CTR) YTD YTD ($ in millions) Q3 2007 Q3 2006 Change 2007 2006 Change ------------------------------------------------------------------------- Retail sales(1) $1,787.4 $1,800.6 (0.7)% $5,171.9 $5,070.1 2.0% Same store sales(2) (year- over-year % change) (2.7)% 5.6% 0.0% 4.0% Gross operating revenue $1,307.1 $1,290.6 1.3% $3,899.3 $3,778.6 3.2% Net shipments (year-over-year % change) 1.4% 4.2% 3.1% 5.3% Earnings before income taxes and minority interest $94.4 $98.2 (3.9)% $223.0 $234.6 (4.9)% ------------------------------------------------------------------------- Less adjustment for: Gain on disposals of property and equipment(3) 6.6 7.0 10.3 11.7 Former CEO retirement obligations 0.2 - (6.5) - ------------------------------------------------------------------------- Adjusted earnings before income taxes and minority interest(4) $87.6 $91.2 (4.0)% $219.2 $222.9 (1.6)% ------------------------------------------------------------------------- (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 all stores that have been open for more than 53 consecutive weeks in the same location. (3) Includes fair market value adjustments and impairments on property and equipment. (4) Non-GAAP measure. Please refer to section 12.0 in Management's Discussion and Analysis in our 2006 Financial Report.CTR's third quarter retail sales declined by 0.7 percent and same store sales decreased 2.7 percent from the prior year, due in part to the impact of a shift in buying, related to the Canada Day holiday, that resulted in approximately $20 million in sales occurring in June. Without this impact, sales in the third quarter of 2007 would have increased 0.4 percent over the previous year. CTR's sales results during the quarter were affected by regional variations in performance, as weak overall sales in Ontario and Quebec, which represent approximately 65 percent of CTR's business, offset continued growth in the rest of Canada. At the category level, strong sales in outdoor décor, lawn and garden, and electronics only partially offset weakness in weather-related categories and home repair. CTR continued its Concept 20/20 store-build program and during the quarter, opened two new Concept 20/20 stores, including one Canadian Tire-Mark's Work Wearhouse combination store. During the construction and remerchandising of stores undergoing conversion to the Concept 20/20 format, sales are negatively impacted. Same store sales during the third quarter remained flat at the Concept 20/20 stores due to the factors noted above. CTR's third quarter earnings before taxes were $94.4 million, a 3.9 percent decrease over the $98.2 million recorded a year ago. Adjusted pre-tax earnings decreased to $87.6 million from $91.2 million in the previous year. The decrease in earnings was partially attributable to soft sales during the quarter, the impact of which was partially offset by cost reductions and supply chain efficiencies. Results for the quarter also include a one time expense of $4.6 million related to the settlement of past claims by Canadian Tire Associate Dealers as part of the revised Associate Dealer agreement signed in September. Net shipments growth is proportionately stronger than CTR's sales growth on a year-to-date basis as Associate Dealers meet initial inventory fill requirements due to the increase in square footage from new stores as well as Associate Dealers rebalancing inventory levels. PartSource achieved double-digit total sales growth in the quarter, driven mainly by commercial sales. PartSource opened one new store and converted two franchise stores to corporate stores during the quarter, bringing the network total to 68 locations.CANADIAN TIRE PETROLEUM (Petroleum) YTD YTD ($ in millions) Q3 2007 Q3 2006 Change 2007 2006 Change ------------------------------------------------------------------------- Sales volume (millions of litres) 434.3 441.0 (1.5)% 1,287.0 1,243.8 3.5% Retail sales $451.3 $451.3 0.0% $1,308.6 $1,235.6 5.9% Gross operating revenue $424.0 $427.0 (0.7)% $1,232.4 $1,170.2 5.3% Earnings before income taxes $7.9 $0.1 6,989.3% $16.8 $0.6 2,784.2% ------------------------------------------------------------------------- Less adjustment for: Loss on disposals of property and equipment(1) (0.7) - (2.0) (0.3) ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $8.6 $0.1 6,231.9% $18.8 $0.9 1,989.0% ------------------------------------------------------------------------- (1) Includes asset impairment losses. (2) Non-GAAP measure. Please refer to section 12.0 in Management's Discussion and Analysis in our 2006 Financial Report.Petroleum's gasoline volumes decreased 1.5 percent during the quarter to 434.3 million litres from 441.0 million litres a year ago. The decrease was primarily attributable to a decrease in the magnitude of promotional programs over the comparable 2006 period. The volume decline was partially offset by the cumulative effect of new site openings in 2007. Car wash sales increased by 29.2 percent over the weather-related soft sales experienced in the comparable 2006 period, while convenience store sales increased 12.2 percent, attributable to growth in the network. Petroleum recorded earnings before taxes of $7.9 million compared to $0.1 million a year ago. Adjusted pre-tax earnings, which exclude the impact of disposals of property and equipment, increased to $8.6 million from $0.1 million one year ago. The strong earnings reflect stabilized gasoline prices, which resulted in improved gasoline margins during the period. Petroleum opened one gas station and one convenience store during the quarter. The business also refurbished seven gas stations and rebuilt two existing locations during the period.MARK'S WORK WEARHOUSE (Mark's) YTD YTD ($ in millions) Q3 2007 Q3 2006 Change 2007 2006 Change ------------------------------------------------------------------------- Total retail sales(1) $189.5 $182.2 3.9% $589.1 $535.8 9.9% Same store sales(2) (% increase over prior year) 0.6% 18.1% 7.2% 14.8% Gross operating revenue(3) $159.8 $154.0 3.8% $499.1 $452.8 10.2% ------------------------------------------------------------------------- Earnings before income taxes $12.2 $11.4 7.7% $48.0 $40.1 19.9% ------------------------------------------------------------------------- Less adjustment for: Loss on disposal of property and equipment (0.2) (0.6) (0.8) (0.7) ------------------------------------------------------------------------- Adjusted earnings before income taxes(4) $12.4 $12.0 4.2% $48.8 $40.8 19.7% ------------------------------------------------------------------------- (1) Includes retail sales from corporate and franchise stores. (2) Mark's same store sales exclude new stores, stores not open for the full period in each year and store closures. (3) Gross operating revenue includes retail sales at corporate stores only. (4) Non-GAAP measure. Please refer to section 12.0 in Management's Discussion and Analysis in our 2006 Financial Report.Mark's third quarter total retail sales grew to $189.5 million, a modest increase of 3.9 percent from the $182.2 million recorded a year ago. Retail sales growth reflected a softening retail environment in central Canada, particularly in Ontario. Retail sales in other regions of the country remained stronger during the quarter. While sales were challenging during the quarter, Mark's mature industrial wear business led corporate store sales growth, posting an 8.1 percent increase over last year with the largest dollar increase occurring in industrial footwear and work wear. Mark's third quarter earnings before taxes were $12.2 million, a 7.7 percent increase over the $11.4 million recorded a year ago. Adjusted pre-tax earnings increased 4.2 percent to $12.4 million compared to $12.0 million in the same 2006 period. The modest growth in earnings, relative to last year, reflects the softer sales environment, offset by stronger margins related to on-going global sourcing initiatives and lower markdowns. During the quarter, Mark's opened seven new stores, expanded two stores and relocated three stores.CANADIAN TIRE FINANCIAL SERVICES (Financial Services) YTD YTD ($ in millions) Q3 2007 Q3 2006 Change 2007 2006 Change ------------------------------------------------------------------------- Total managed portfolio end of period $3,717.4 $3,461.5 7.4% Gross operating revenue $193.3 $182.4 6.0% $573.1 $523.7 9.4% Earnings before income taxes $43.7 $39.4 11.0% $157.8 $113.3 39.2% ------------------------------------------------------------------------- Less adjustment for: Gain on disposal/ redemption of shares - - 18.4 6.9 Loss on sales of loans receivable (6.3) (4.8) (3.8) (20.9) Loss on disposals of property and equipment (0.1) - (0.2) (0.3) ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $50.1 $44.2 13.3% $143.4 $127.6 12.4% ------------------------------------------------------------------------- (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 $3.7 billion at the end of the third quarter, a 7.4 percent increase over the $3.5 billion portfolio at the end of the comparable 2006 period. Personal loan receivables represent approximately five percent of the total portfolio. Ending credit card loans receivable grew 10.1 percent to $3.5 billion. The increase was primarily a result of an 11.4 percent increase in the average account balance compared to the third quarter of 2006. The net write-off rate for the total managed portfolio on a rolling 12-month basis was 5.87 percent, an improvement from 5.94 percent in the comparable 2006 period. The net write-off rate on a rolling 12-month basis for the credit card portfolio improved during the quarter to 5.77 percent from 5.95 percent in the comparable 2006 period, reflecting the benefits of a number of initiatives to improve the overall quality of the portfolio. Financial Services' third quarter earnings before taxes of $43.7 million increased 11.0 percent over the $39.4 million recorded in the same period last year. Adjusted pre-tax earnings were $50.1 million or 13.3 percent higher than the third quarter of 2006. Earnings in the third quarter were impacted by ongoing net expenses of $8.1 million related to the retail banking initiative, compared to $2.4 million in the third quarter of 2006. The $8.1 million in retail banking expenses in the third quarter includes a $1.3 million provision taken on the $8.9 million asset-backed commercial paper investments held by Financial Services to account for the uncertainty in valuing these assets. During the quarter, Financial Services launched its innovative Canadian Tire One-and-Only account in the three pilot markets of Kitchener-Waterloo and London, Ontario and Calgary, Alberta. The Canadian Tire One-and-Only account allows Canadians to combine their mortgage, chequing and savings accounts, plus loans and credit card balances, into one easy-to-use account. Funds deposited in the account go immediately toward the outstanding mortgage balance. This product is the newest addition to the suite of retail banking products currently being tested in the three pilot markets. The pilot will continue through 2008. EARNINGS GUIDANCE The Company confirms its expectation that earnings per share in 2007 will be in the range of $4.65 to $4.85, excluding non-operating items. The fourth quarter of the fiscal year is typically the Corporation's largest selling period and is subject to a number of factors, including unseasonable weather patterns, which may have a positive or negative impact on the forecasted earnings of the Corporation. 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, obtain municipal and other required government approvals, access construction labour and materials at reasonable prices, lease suitable properties, access sufficient funds from capital markets to finance the development of 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, 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; - fluctuating foreign exchange currency rates could impact cross-border shopping patterns and employment levels in the manufacturing and export sector and, consequently, negatively impact consumer spending practices; - the earnings of Financial Services could be affected by customers' inability to repay their Canadian Tire credit card, mortgage 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, November 8, 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 12 months. Canadian Tire Corporation, Limited (TSX: CTC.a, CTC), 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 68 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, 257 convenience stores and kiosks, and 75 car washes. Mark's Work Wearhouse is one of the country's leading apparel retailers operating 348 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 November 8, 2007. Quarterly and annual comparisons in this MD&A Unless otherwise indicated, all comparisons of results for the third quarter (13 weeks ended September 29, 2007) are against results for the third quarter of 2006 (13 weeks ended September 30, 2006). Restated figures 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 September 29, 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 the MD&A contained in 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 and materials at reasonable prices, lease suitable properties, access sufficient funds from capital markets to finance the development of 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; - fluctuating foreign exchange currency rates could impact cross-border shopping patterns and employment levels in the manufacturing and export sector and, consequently, negatively impact consumer spending practices; - 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 and has subsequently extended these offerings in a third pilot market. 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. 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 68 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 43 franchise stores and 25 corporate stores. Mark's is one of Canada's leading clothing and footwear retailers, operating 348 stores nationwide, including 297 corporate and 51 franchise stores that offer men's wear, women's wear and industrial wear. 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, 257 convenience stores and kiosks, 75 car washes, 13 Pit Stops and 88 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, Gas Advantage MasterCard and Commercial Link 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 and has extended these offerings to a third test market in 2007. 2.0 Our Strategic Plan 2.1 New Strategic Plan to 2012 (2012 Plan) In October 2007, Canadian Tire announced the 2012 Plan and outlined its plans to build a bigger and better Canadian Tire through a continued focus on growth and productivity. The key initiatives of the 2012 Plan include network expansion across all of our retail chains (CTR, PartSource and Mark's), upgrading our Automotive supply chain and technology infrastructure and continued testing of our new retail banking products. Other initiatives designed to improve productivity at CTR include a renewal of our information technology infrastructure, improvements in our Canadian Tire Associate Dealer contract and related processes and a more streamlined organization design. Specific objectives related to these programs will be included in our 2007 Annual Report. 2.2 Financial Aspirations The 2012 Plan includes financial aspirations for the Company for the period ending 2012. These aspirations are not to be construed as guidance or forecasts for any individual year within the 2012 Plan, but rather as long-term targets that we aspire to achieve over the life of the 2012 Plan, based on the successful execution of our various initiatives. This third quarter MD&A will report our 2007 progress on the 2005-2009 Strategic Plan for the final time. In the table below, we have also presented our new 2012 Plan financial aspirations.2005-2009 YTD 2012 Financial Aspirations Strategic Plan 2007 Plan ------------------------------------------------------------------------- Same store sales (see below) (simple average of annual percentage growth, CTR stores only) 3% to 4% (0.1)% 3% to 4% Gross operating revenue (compound annual growth rate) 7% to 9% 4.6% 6% to 8% Retail sales (POS) (compound annual growth rate) N/A 3.3% 6%+ Operating earnings per share (compound annual growth rate) N/A 13.7% 10%+ After-tax return on invested capital (annual simple average) 10% 10.6% 10%+ ------------------------------------------------------------------------- 3.0 Our performance in 2007 3.1 Consolidated results Consolidated financial results ($ in millions except per share 2007 2006 amounts) Q3 2007 Q3 2006 Change YTD YTD Change ------------------------------------------------------------------------- Retail sales(1) $2,428.2 $2,434.1 (0.2%) $7,069.6 $6,841.5 3.3% Gross operating revenue 2,053.4 2,023.3 1.5% 6,113.5 5,843.0 4.6% EBITDA(2) and minority interest 227.8 212.9 6.9% 646.2 586.4 10.2% Earnings before income taxes and minority interest 158.2 149.1 6.1% 445.6 388.6 14.7% Effective tax rate 33.2% 36.0% 283 bps 34.4% 36.0% 165 bps Net earnings 105.7 95.4 10.8% 292.5 246.3 18.8% Basic earnings per share $1.30 $ 1.17 11.0% $ 3.59 $3.02 18.9% Adjusted basic earnings per share(2) $1.30 $1.16 12.5% $3.47 $3.05 13.7% ------------------------------------------------------------------------- (1) Represents sales at CTR stores (which includes PartSource stores), Mark's corporate and franchise stores and Petroleum's sites. (2) See section 12.0 for non-GAAP measures. Highlights of top-line performance by business (year-over-year percentage change) Q3 2007 Q3 2006 ------------------------------------------------------------------------- CTR retail sales(1) (0.7%) 7.3% CTR gross operating revenue 1.3% 5.2% CTR net shipments 1.4% 4.2% Mark's retail sales(2) 3.9% 18.4% Petroleum retail sales 0.0% 12.7% Petroleum gasoline volume (1.5%) 9.8% Financial Services' credit card sales 10.9% 9.0% Financial Services' gross average receivables 7.2% 9.8% ------------------------------------------------------------------------- (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. (2) Includes retail sales from Mark's corporate and franchise stores.Third quarter Consolidated gross operating revenue increased marginally in the third quarter due to higher sales at Mark's, growth in loans receivable at Financial Services and an increase in net shipments at CTR. Net shipments growth is proportionately stronger than CTR's sales growth on a year-to-date basis as Associate Dealers meet initial inventory fill requirements due to the increase in square footage from new stores as well as Associate Dealers rebalancing inventory levels. Higher operating revenue, margin improvements through effective expense control and a lower effective tax rate contributed to the 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 disposal of shares, sales of loans receivable, disposals of property and equipment and former chief executive officer (CEO) retirement obligation adjustments that occurred in the current and previous quarters of 2007. Adjusted consolidated earnings before income taxes and minority interest2007 2006 ($ in millions) Q3 2007 Q3 2006 Change YTD YTD Change ------------------------------------------------------------------------- Earnings before income taxes and minority interest $158.2 $149.1 6.1% $445.6 $388.6 14.7% Less pre-tax adjustment for: Gain on disposal/ redemption of shares(1) - - 18.4 6.9 Former CEO retirement obligations 0.2 - (6.5) - Loss on sales of loans receivable(1) (6.3) (4.8) (3.8) (20.9) Gain on disposals of property and equipment(2,3) 5.6 6.4 7.3 10.4 ------------------------------------------------------------------------- Adjusted earnings before income taxes and minority interest(4) $158.7 $147.5 7.6% $430.2 $392.2 9.7% ------------------------------------------------------------------------- (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) Gain on disposals of property and equipment includes fair market value adjustments and impairments on property and equipment. (4) See section 12.0 on non-GAAP measures.The share unit and retirement obligation for the former CEO and Vice Chairman (included in the table above) was marked to market at the end of the third quarter of 2007 to reflect a lower share price on September 29, 2007. For further details, see section 5.4 below. In addition, while not considered a non-operating item and accordingly included in normal operating earnings, the third quarter also includes a one time expense of $4.6 million related to the settlement of past claims by Canadian Tire Associate Dealers as part of the revised Associate Dealer agreement signed in September. For additional information on the renewal of our Canadian Tire Associate Dealer contract, please refer to section 4.1.1 below.Adjusted consolidated net earnings ($ in millions except per share 2007 2006 amounts) Q3 2007 Q3 2006 Change YTD YTD Change ------------------------------------------------------------------------- Net earnings $105.7 $95.4 10.8% $292.5 $246.3 18.8% Less after-tax adjustment for: Gain on disposal/ redemption of shares - - 12.0 4.4 Former CEO retirement obligations 0.2 - (4.2) - Loss on sales of loans receivable (4.1) (3.1) (2.5) (13.4) Gain on disposals of property and equipment(1) 3.6 4.1 4.7 6.6 ------------------------------------------------------------------------- Adjusted net earnings(2) $106.0 $94.4 12.4% $282.5 $248.7 13.6% Basic earnings per share $1.30 $1.17 11.0% $3.59 $3.02 18.9% Adjusted basic earnings per share(2) $1.30 $1.16 12.5% $3.47 $3.05 13.7% ------------------------------------------------------------------------- (1) Includes fair market value adjustments and impairments on property and equipment. (2) See section 12.0 on non-GAAP measures.Seasonal impact We traditionally experience stronger revenues and earnings in the second and fourth quarters of each year because of the seasonal nature of some merchandise at CTR and Mark's and the timing of marketing programs. The following table shows our financial performance by quarter for the last two years.Consolidated quarterly results ($ in millions except Q3 Q2 Q1 Q4 per share amounts) 2007 2007 2007 2006 ------------------------------------------------------------------------- Gross operating revenue(1) $2,053.4 $2,316.7 $1,743.4 $2,426.1 Net earnings 105.7 122.3 64.5 108.3 Basic earnings per share 1.30 1.50 0.79 1.33 Fully diluted earnings per share 1.30 1.50 0.79 1.32 ------------------------------------------------------------------------- ($ in millions except Q3 Q2 Q1 Q4 per share amounts) 2006 2006 2006 2005 ------------------------------------------------------------------------- Gross operating revenue(1) $2,023.3 $2,247.6 $1,572.1 $2,304.3 Net earnings 95.4 103.3 47.6 118.2 Basic earnings per share 1.17 1.27 0.58 1.44 Fully diluted earnings per share 1.16 1.25 0.58 1.43 ------------------------------------------------------------------------- (1) Quarterly gross operating revenue for 2005 had been restated in 2006 for the impact of EIC-156 as required by the CICA. See section 11.3 in our 2006 Financial Report MD&A for additional information. 4.0 Business segment performance 4.1 Canadian Tire Retail 4.1.1 CTR's financial results 2007 2006 ($ in millions) Q3 2007 Q3 2006 Change YTD YTD Change ------------------------------------------------------------------------- Retail sales $1,787.4 $1,800.6 (0.7%) $5,171.9 $5,070.1 2.0% Net shipments (year-over-year % change) 1.4% 4.2% 3.1% 5.3% Gross operating revenue $1,307.1 $1,290.6 1.3% $3,899.3 $3,778.6 3.2% EBITDA(1) and minority interest 159.6 157.7 1.1% 409.0 416.6 (1.8%) Earnings before income taxes and minority interest 94.4 98.2 (3.9)% 223.0 234.6 (4.9%) ------------------------------------------------------------------------- Less adjustment for: Former CEO retirement obligations(2) 0.2 - (6.5) - Gain on disposals of property and equipment(3) 6.6 7.0 10.3 11.7 ------------------------------------------------------------------------- Adjusted earnings before income taxes and minority interest(1) $87.6 $91.2 (4.0)% $219.2 $222.9 (1.6)% ------------------------------------------------------------------------- (1) See section 12.0 on non-GAAP measures. (2) As described in Section 3.1 above. (3) Includes fair market value adjustments and impairments on property and equipment.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 CTR's third quarter earnings before taxes were $94.4 million, a 3.9 percent decrease over the $98.2 million recorded a year ago. Adjusted pre-tax earnings decreased slightly to $87.6 million from $91.2 million in the previous year. The decrease in earnings was partially attributable to soft sales during the quarter, the impact of which was partially offset by cost reductions and supply chain efficiencies. Results for the quarter also include a one time expense of $4.6 million related to the settlement of past claims by Canadian Tire Associate Dealers as part of the revised Associate Dealer agreement signed in September. Net shipments growth is proportionately stronger than CTR's sales growth on a year-to-date basis as Associate Dealers meet initial inventory fill requirements due to the increase in square footage from new stores as well as Associate Dealers rebalancing inventory levels. PartSource achieved double-digit total sales growth in the quarter, driven mainly by commercial sales. PartSource opened one new store and converted two franchise stores to corporate stores during the quarter, bringing the network total to 68 locations. Canadian Tire Associate Dealer contract During the third quarter, the Company re-negotiated and amended its agreement with the Canadian Tire Associate Dealers. The revised Associate Dealer contract includes cost-sharing arrangements on marketing expenses, shared savings from store-based energy initiatives and participation of the Company in the growth of future Associate Dealer profits over a prescribed base level while reconfirming the alignment of the Company and the Associate Dealers behind their common goals of growing sales, improving productivity and service. The ongoing growth of CTR's sales, Associate Dealer profitability and effective execution of the various changes will be key to ensuring the success of the revised contract. 4.1.2 Strategic Plan update and outlook The following information reports on our progress to the end of the third quarter of 2007 on the key initiatives outlined in the 2005-2009 Strategic Plan. This is our final update on the old Strategic Plan and in the future, we will report our progress on our new 2012 Plan.------------------------------------------------------------------------- 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 remained flat in the third quarter of 2007, but are up 3.1% on a year-to-date basis. 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter CTR opened two new Concept 20/20 CTR plans to open approximately 270 stores in the quarter, and has Concept 20/20 stores between 2005 opened nine new Concept 20/20 and 2009. stores, including six replacement stores, on a year-to-date basis. In 2007 CTR originally planned to One of the new stores opened open approximately 70 Concept 20/20 during the third quarter was a stores, adding 1.6 million retail Canadian Tire-Mark's Work square feet as follows: Wearhouse combination store. - 19 new Concept 20/20 stores, including 10 replacement stores CTR did not expand or retrofit - 51 expansions and retrofits any stores during the quarter but has expanded or retrofitted 33 CTR currently anticipates opening stores during 2007. approximately 67 stores in 2007 and will add 1.5 million retail square At the end of Q3 2007, CTR had feet as follows: 468 stores, including 167 Concept - 18 new Concept 20/20 stores, 20/20 stores (22 of which are including 10 replacement stores Concept 20/20 Canadian - 49 expansions and retrofits Tire-Mark's Work Wearhouse combination stores). CTR added approximately 100,000 retail square feet to the network for a total of 17.1 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 wireless rearview cameras, steam mops and pre-lit miracle fresh-cut trees. ------------------------------------------------------------------------- 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- In the third quarter, retail CTR planned to increase sales of sales of ENE products decreased ENE products by approximately 10 by 3.6 percent compared to the percent by the end of the year but third quarter of 2006. will fall short of that goal in 2007. ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- In the third quarter, 34.4 CTR plans to increase the percent of products sold in percentage of products sourced CTR's retail stores were from suppliers outside of North purchased from suppliers outside America to approximately 50 percent North America compared to 32.5 by the end of 2009. in the third quarter of 2006 (based on landed cost). ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter PartSource opened PartSource plans to increase its one new corporate store during network to at least 100 stores the quarter and has opened four by the end of 2009. new corporate stores and one new franchise store on a year-to-date In 2007, PartSource plans to add basis. During the third quarter eight new stores through a of 2007, PartSource also combination of new store openings converted two franchise stores and small-scale acquisitions of to corporate stores (four on a which five have been opened to year-to-date basis). date. PartSource had a total of 68 PartSource and CTR will also stores at the end of the third undertake enhancements to the quarter of 2007, including automotive parts supply chain 25 corporate stores and to support continued growth and 43 franchise stores. 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- In the third quarter of 2007, CTR originally targeted the percentage of products 13 inventory turns by the end of shipped on-time to stores 2009, but due to changes to increased marginally, to Associate Dealer ordering 90.2 percent compared to practices and buying patterns, 89.8 percent in the third this target is being re-evaluated. quarter of 2006. Inventory turns for the third quarter of 2007, based on cubic volume, increased to 10.7 from 9.7 in the third quarter of 2006. -------------------------------------------------------------------------Automotive Infrastructure initiative During the third quarter of 2007, the Company officially launched its new Automotive Infrastructure (AI) initiative. The AI is a cross-enterprise initiative which will involve Canadian Tire's Automotive and PartSource businesses along with Canadian Tire Associate Dealers. The main objective of the AI initiative is to support the Company's interrelated automotive strategy that will meet the needs of the Company, Canadian Tire Associate Dealers, PartSource stores and our collective customers, delivering a broader inventory assortment and improved customer service through the use of an enhanced supply chain and upgraded technology. For additional information on the AI initiative, please refer to the press release we issued on October 3, 2007 which is located on our investor website at http://investor.relations.canadiantire.ca 4.1.3 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) Q3 2007 Q3 2006 2007 YTD 2006 YTD ------------------------------------------------------------------------- Total retail sales(1) (0.7%) 7.3% 2.0% 5.8% Same store sales (2.7%) 5.6% 0.0% 4.0% ------------------------------------------------------------------------- (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. ------------------------------------------------------------------------- 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 sales at CTR's online web store and PartSource. ------------------------------------------------------------------------- CTR's same store sales Same store sales include sales from all stores that have been open for more than 53 consecutive weeks in the same location. ------------------------------------------------------------------------- CTR same store sales(1) by store format (year-over-year percentage change) Q3 2007 2007 YTD ------------------------------------------------------------------------- Same store sales Concept 20/20 stores 0.0% 3.1% New-format stores (4.8%) (2.1%) Traditional stores (5.0%) (2.3%) ------------------------------------------------------------------------- (1) Same store sales excludes PartSource Same store sales at the new Concept 20/20 stores remained flat versus the same quarter of 2006 reflecting a soft retail environment in Ontario and Quebec. Sales in the month of July were down 4.2 percent, followed by slightly stronger August and September retail sales which were up 1.2 percent. For a further discussion of our retail sales results, please refer to the section on retail sales below. Historically, Concept 20/20 stores were classified as "new-format" stores in our financial disclosures. Since Q4 2006, we have been reporting three separate classes of stores, defined as follows: ------------------------------------------------------------------------- Concept 20/20 store New-format store format Traditional store format (mid 2003 to (1994 to mid 2003) format (1994 and 2007) Average retail Average retail square prior) Average retail square footage: 53,000 footage: 33,000 square footage: 16,000 ------------------------------------------------------------------------- Larger format launched Large format, including Smaller than either in September 2003, "Class Of" and "Next the new-format or ranging in size from Generation" stores, Concept 20/20 stores 24,000 to 89,000 square ranging in size from on average. feet. Concept 20/20 16,000 to 66,000 Traditional stores stores make up square feet, most of are characterized by approximately 50 percent which were opened varied sizes and of the retail square between 1994 and mid layouts. Traditional footage of the network. 2003. New-format stores stores make up See section 4.1.2, make up approximately 40 approximately 10 Strategic Plan update percent of the retail percent of the and outlook, for more square footage in the retail square footage information on the network. This format in the network. Concept 20/20 rollout. immediately preceded the Concept 20/20 format. ------------------------------------------------------------------------- CTR store count Q3 2007 2006 2005 2004 2003 ------------------------------------------------------------------------- Concept 20/20 stores 167 126 53 25 4 New-format stores 205 237 292 302 305 Traditional stores 96 105 117 130 143 ------------------------------------------------------------------------- Total new-format, traditional and Concept 20/20 stores 468 468 462 457 452 PartSource stores 68 63 57 47 39 ------------------------------------------------------------------------- CTR continues to expand and retrofit its Concept 20/20 store network, consistent with the goals embodied in the Company's Strategic Plans and consumer preference for this store format, as evidenced by historic same store sales trends. Retail sales in Concept 20/20 stores accounted for approximately 45 percent of total retail sales in the third quarter of 2007. While we are currently continuing with the Concept 20/20 rollout we are testing and refining new concepts including placement of a full-sized Mark's store inside a Canadian Tire store, the first two of which will be introduced in the fourth quarter of 2007. Average retail sales per Canadian Tire store(1,2) For the For the 12 months 12 months ended ended September September ($ in millions) 29, 2007 30, 2006 ------------------------------------------------------------------------- Concept 20/20 stores $ 19.7 $ 19.9 New-format stores 14.6 14.7 Traditional stores 7.8 8.0 ------------------------------------------------------------------------- (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 transaction at new-format and Concept 20/20 stores continues to increase partly because they allow for larger displays of promotional and seasonal products, which are key sales drivers. With the increasing number of larger Concept 20/20 stores, this overall trend is continuing. Average sales per square foot of Canadian Tire retail space(1,2,3) For the For the 12 months 12 months ended, ended, September September 29, 2007 30, 2006 ------------------------------------------------------------------------- Retail square footage(1) (millions of square feet) 17.1 15.6 Concept 20/20 stores(2) ($) $ 380 $ 383 New-format stores(2) ($) 446 449 Traditional stores(2) ($) 503 511 ------------------------------------------------------------------------- (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, offer a more compelling shopping experience and are more efficient to build and operate. For further information regarding the sales at our retail stores, please see explanation below. Retail sales CTR's third quarter retail sales declined by 0.7 percent and same store sales decreased 2.7 percent from the prior year, due in part to the impact of a shift in buying, related to the Canada Day holiday, that resulted in approximately $20 million in sales occurring in June. Without this impact, sales in the third quarter of 2007 would have increased 0.4 percent over the previous year. CTR's sales results during the quarter were affected by regional variations in performance, as weak overall sales in Ontario and Quebec, which represent approximately 65 percent of CTR's business, offset continued strong growth in the rest of Canada. At the category level, strong sales in outdoor décor, lawn and garden, and electronics only partially offset weakness in weather-related categories and home repair. During the construction and remerchandising of stores undergoing conversion to the Concept 20/20 format, sales are negatively impacted. Excluding the impact of the stores undergoing conversion, same store sales were 2.2 percent lower in the third quarter of 2007 compared with the third quarter of 2006. 4.1.4 Business risks CTR is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These risks include, but are not limited to, supply chain disruption risk, seasonality risk and environmental risk. These specific risks and management's mitigation strategies are explained in more detail in Section 4.2.1.5 of our 2006 Financial Report. Please also refer to section 8.0 of this MD&A for a discussion of some other industry-wide and Company-wide risks affecting the business. 4.2 Mark's Work Wearhouse 4.2.1 Mark's financial results ($ millions) Q3 2007 Q3 2006 Change 2007 YTD 2006 YTD Change ------------------------------------------------------------------------- Retail sales(1) $ 189.5 $ 182.2 3.9% $ 589.1 $ 535.8 9.9% Gross operating revenue(2) 159.8 154.0 3.8% 499.1 452.8 10.2% EBITDA(3) 17.7 16.2 9.3% 63.4 54.0 17.5% Earnings before income taxes 12.2 11.4 7.7% 48.0 40.1 19.9% ------------------------------------------------------------------------- Less adjustment for: Loss on disposals of property and equipment (0.2) (0.6) (0.8) (0.7) ------------------------------------------------------------------------- Adjusted earnings before income taxes(3) $ 12.4 $ 12.0 4.2% $ 48.8 $ 40.8 19.7% ------------------------------------------------------------------------- (1) Includes retail sales from corporate and franchise stores. (2) Gross operating revenue includes retail sales at corporate stores only. (3) See section 12.0 on non-GAAP measures. Explanation of Mark's third quarter financial results Mark's third quarter earnings before taxes were $12.2 million, a 7.7 percent increase over the $11.4 million recorded a year ago. Adjusted pre- tax earnings increased 4.2 percent to $12.4 million compared to $12.0 million in the same 2006 period. The modest growth in earnings, relative to last year, reflects the softer sales environment, offset by stronger margins related to on-going global sourcing initiatives and lower markdowns. 4.2.2 Strategic Plan update and outlook The following information reports on our progress to the end of the third quarter of 2007 on the key initiatives outlined in the 2005-2009 Strategic Plan. This is our final update on the old Strategic Plan and in the future, we will report our progress on our new 2012 Plan. ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter Mark's planned to expand the network to approximately 400 - opened six new corporate stores by the end of 2009. stores (including one This has recently been CTR-Mark's Work Wearhouse revised to approximately 394 Concept 20/20 combination stores by the end of 2009. store) and one new franchise store, bringing the 2007 Outlook year-to-date total of new corporate and franchise store In 2007, Mark's now expects openings to ten and one to open only 21 (including respectively one franchise store) of its - relocated three corporate 29 planned new stores due to stores during the quarter for the timing of the a total of 12 relocated availability of new store corporate stores during the sites. In addition, Mark's is year on target to expand, relocate - expanded two corporate stores or renovate 27 stores during the quarter, for a (including six franchise total of two corporate and stores) and now expects to one franchise store increase its total retail expansions during 2007. square feet by approximately 12 percent in 2007. Mark's total retail square footage at the end of the third quarter of 2007 was 2.9 million square feet. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Category expansion Mark's plans to grow through continued expansion of its three major categories: women's wear, men's casual and dress 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 product integrity by designing and marketing new, innovative "Clothes That Work" items. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter Mark's will continue to develop - total corporate store sales and expand high-potential product of industrial wear increased categories. by 8.1 percent - total corporate store sales of women's wear increased by 2.0 percent - total corporate store sales of men's wear increased by 0.8 percent ------------------------------------------------------------------------- 4.2.3 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) Q3 2007 Q3 2006 2007 YTD 2006 YTD ------------------------------------------------------------------------- Total retail sales(1) 3.9% 18.4% 9.9% 15.5% Same store sales(2) 0.6% 18.1% 7.2% 14.8% ------------------------------------------------------------------------- (1) Includes retail sales from Mark's corporate and franchise stores. (2) 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, including Mark's on-line web store, recorded at retail prices. ------------------------------------------------------------------------- Mark's third quarter total retail sales grew to $189.5 million, a modest increase of 3.9 percent from the $182.2 million recorded a year ago. Retail sales growth reflected a softening retail environment in central Canada, particularly in Ontario. Retail sales in other regions of the country remained stronger during the quarter. While sales were challenging during the quarter, Mark's mature industrial wear business led corporate store sales growth, posting an 8.1 percent increase over last year with the largest dollar increase occurring in industrial footwear and work wear. Average corporate store sales(1) For the For the For the 12 months 12 months 12 months ended, ended, ended, September September October 29, 2007 30, 2006 1, 2005 ------------------------------------------------------------------------- Average retail sales per store ($ thousands)(2) $ 2,862 $ 2,623 $ 2,280 Average sales per square foot ($)(3) 341 331 296 ------------------------------------------------------------------------- (1) Calculated on a rolling 12-month basis. (2) Average retail sales per corporate store include corporate stores that have been open for 12 months or more. (3) Average sales per square foot is based on sales from corporate stores. We have prorated square footage for corporate stores that have been open for less than 12 months. Mark's continues to improve the productivity of its stores, as demonstrated by a 9.1 percent increase in average retail sales per corporate store for the rolling 12 months ended September 29, 2007. The increases in sales productivity are related to an attractive value proposition and a strong product assortment. 4.2.4 Business risks Mark's is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, seasonality risk and market obsolescence risk. These risks and management's mitigation strategy are explained in more detail in Section 4.2.2.5 of the MD&A contained in our 2006 Financial Report. Please also refer to section 8.0 of this MD&A for a discussion of some other industry and Company-wide risks affecting the business. 4.3 Canadian Tire Petroleum 4.3.1 Petroleum's financial results ($ in millions) Q3 2007 Q3 2006 Change 2007 YTD 2006 YTD Change ------------------------------------------------------------------------- Retail sales $ 451.3 $ 451.3 0.0% $1,308.6 $1,235.6 5.9% Gross operating revenue 424.0 427.0 (0.7) 1,232.4 1,170.2 5.3% EBITDA(1) 12.1 3.9 204.5% 29.1 11.7 147.7% Earnings before income taxes 7.9 0.1 6,989.3% 16.8 0.6 2,784.2% ------------------------------------------------------------------------- Less adjustment for: Loss on disposals of property and equipment(2) (0.7) - (2.0) (0.3) ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 8.6 $ 0.1 6,231.9% $ 18.8 $ 0.9 1,989.0% ------------------------------------------------------------------------- (1) See section 12.0 on non-GAAP measures. (2) Including asset impairment losses. ------------------------------------------------------------------------- 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, at competitive rates, the majority of its gasoline requirements. ------------------------------------------------------------------------- Explanation of Petroleum's financial results Petroleum recorded earnings before taxes of $7.9 million compared to $0.1 million a year ago. Adjusted pre-tax earnings, which excludes the impact of disposals of property and equipment, increased to $8.6 million from $0.1 million one year ago. The strong earnings reflect stabilized gasoline prices, which resulted in improved gasoline margins during the period. Petroleum incurred $0.8 million in environmental expenses for site remediation during the quarter compared to $1.0 million in the third quarter of 2006. 4.3.2 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 and ancillary purchases paid for in cash or by Canadian Tire's Options MasterCard. Petroleum also supports other interrelated 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 purchase gas at Petroleum and have a Canadian Tire MasterCard are Canadian Tire's most loyal and profitable customers. The following information reports on our progress to the end of the third quarter of 2007 on the key initiatives outlined in the 2005-2009 Strategic Plan. This is our final update on the old Strategic Plan and in the future, we will report our progress on our new 2012 Plan. ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter In the third quarter, Petroleum Management will continue to opened one new gas station evaluate the appropriate level (six on a year-to-date basis), of investment in Petroleum on an refurbished seven locations annual basis. (13 on a year-to-date basis) and rebuilt two existing 2007 Outlook locations (two on a year-to-date basis). In 2007, Petroleum planned to open nine new petroleum sites Petroleum opened one new in strategic locations and convenience store (seven on invest in the modernization of a year-to-date basis) during approximately 25 existing sites. the quarter and there was no change in the number of car To date in 2007, Petroleum has wash locations during the opened six new locations, quarter, however one location refurbished 13 sites and rebuilt was opened earlier in the year. two existing locations. Petroleum still plans to open nine new At the end of the quarter, petroleum sites, to refurbish Petroleum had 265 gas stations, approximately 25 sites and replace including 42 re-branded sites, five existing sites by the end and 257 convenience stores. of 2007. ------------------------------------------------------------------------- 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 interrelated programs with Mark's to extend Petroleum's marketing leverage across the Company. ------------------------------------------------------------------------- Q3 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 the enterprise. or 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 - car wash vouchers available for purchase at Canadian Tire retail stores which began rollout in Q1 2007 The Gas Advantage MasterCard has been very successful in Ontario and is being tested in the Quebec market in 2007. ------------------------------------------------------------------------- 4.3.3 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 Q3 2007 Q3 2006 Change YTD 2007 YTD 2006 Change ------------------------------------------------------------------------- Sales volume (millions of litres) 434.3 441.0 (1.5%) 1,287.0 1,243.8 3.5% ------------------------------------------------------------------------- Petroleum's gasoline volumes decreased 1.5 percent during the quarter to 434.3 million litres from 441.0 million litres a year ago. The decrease was primarily attributable to the magnitude of promotional programs over the comparable 2006 period. The volume decline was partially offset by the cumulative effect of new site openings in 2007. Petroleum's convenience and car wash sales (year-over-year percentage change) Q3 2007 Q3 2006 2007 YTD 2006 YTD ------------------------------------------------------------------------- Total retail sales Convenience store sales 12.2% 18.8% 15.5% 14.2% Car wash sales 29.2% 1.6% 22.9% (3.5%) ------------------------------------------------------------------------- Comparable sales Convenience(1) 7.7% 12.3% 10.6% 8.3% Car wash 26.9% (12.0%) 19.8% (15.1%) ------------------------------------------------------------------------- (1) Comparable convenience sales excludes three "Q" convenience stores. ------------------------------------------------------------------------- Petroleum's retail sales Retail sales include the sales of gasoline at Petroleum's 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 sales and PitStop sales, all of which we record at retail selling prices. ------------------------------------------------------------------------- Car wash sales increased by 29.2 percent over the weather-related soft sales experienced in the comparable 2006 period, while convenience store sales increased 12.2 percent, attributable to growth in the network. 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 remediation risk. These risks and management's mitigation strategy are explained in more detail in Section 4.2.3.5 of the MD&A contained in 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 Financial Services' financial results ($ in millions) Q3 2007 Q3 2006 Change 2007 YTD 2006 YTD Change ------------------------------------------------------------------------- Gross operating revenue $ 193.3 $ 182.4 6.0% $ 573.1 $ 523.7 9.4% EBITDA(1) 51.8 48.2 7.6% 180.3 137.8 30.8% Earnings before income taxes 43.7 39.4 11.0% 157.8 113.3 39.2% ------------------------------------------------------------------------- Less adjustment for: Gain on disposal/ redemption of shares - - 18.4 6.9 Loss on disposals of property and equipment (0.1) - (0.2) (0.3) Loss on sales of loans receivable (6.3) (4.8) (3.8) (20.9) ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 50.1 $ 44.2 13.3% $ 143.4 $ 127.6 12.4% ------------------------------------------------------------------------- (1) See section 12.0 on non-GAAP measures. Explanation of Financial Services' financial results Financial Services' third quarter earnings before taxes of $43.7 million increased 11.0 percent over the $39.4 million recorded in the same period last year. Adjusted pre-tax earnings were $50.1 million or 13.3 percent higher than the third quarter of 2006. Earnings in the third quarter were impacted by ongoing net expenses of $8.1 million related to the retail banking initiative, compared to $2.4 million in the third quarter of 2006. The $8.1 million in retail banking expenses in the third quarter includes a $1.3 million provision taken on the $8.9 million asset-backed commercial paper investments held by Financial Services to account for the uncertainty in valuing these assets (please refer to sections 5.1 and 5.2.5 for additional information). ------------------------------------------------------------------------- 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 consideration that includes 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. ------------------------------------------------------------------------- 4.4.2 Strategic Plan update and outlook The following information reports on our progress to the end of the third quarter of 2007 on the key initiatives outlined in the 2005-2009 Strategic Plan. This is our final update on the old Strategic Plan and in the future, we will report our progress on our new 2012 Plan. ------------------------------------------------------------------------- Strategic Plan update and outlook ------------------------------------------------------------------------- Total managed portfolio of loans receivable (credit card, personal 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 and retail banking products. 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 at the end of the third quarter is $1,934, well below the industry average of approximately $2,700, which translates into a substantial long-term growth opportunity. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Third quarter Gross average loans Over the 2005-2009 Plan period, receivable were $3.7 billion Financial Services plans to in the third quarter, up increase the number of accounts 7.2 percent from the third with balances by three to four quarter of 2006 (6.7 percent percent annually. on a year-to-date basis). This growth reflects an 8.8 percent 2007 Outlook increase in the average account balance during the quarter and Financial Services planned to a total of 6.3 percent increase total portfolio gross year-to-date. average loans receivable to $3.7 billion in 2007 and is on Credit card gross average loans target to achieve that goal. receivable were $3.5 billion in the third quarter, up Financial Services planned to 10.1 percent from the third introduce at least one new quarter of 2006 and up credit card product in 2007. 9.2 percent for the year. During the third quarter of The growth reflects primarily 2007, the Vacation Advantage an 11.4 percent increase in MasterCard was launched in average account balances for three pilot markets. the quarter and 8.7 percent on a year-to-date basis. Financial Services also planned to expand the Gas Advantage MasterCard from Ontario into other regions of the country. The Gas Advantage MasterCard is currently being tested in Quebec. ------------------------------------------------------------------------- ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Revenues from insurance and Financial Services plans to warranty products increased increase revenues from insurance 9.7 percent in the third and warranty products by quarter of 2007 year-over-year. approximately six percent on a compound annual basis over the 2005-2009 Plan period. 2007 Outlook Financial Services planned to increase revenues from insurance and warranty products by approximately nine percent in 2007 and has exceeded this target on a year-to-date basis. ------------------------------------------------------------------------- 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 by providing financial services to millions of customers. ------------------------------------------------------------------------- Q3 2007 Performance 2005-2009 Plan ------------------------------------------------------------------------- Financial Services launched its The retail banking pilot will run retail banking products in two for approximately 24 months. pilot markets in October 2006 During this time its future potential and since then has added a third will be assessed. test market to expand the trial of new marketing approaches. 2007 Outlook Financial Services is supporting Financial Services planned to the launch with a multi-faceted introduce additional retail marketing program including flyer banking products in 2007. inserts, direct mail, television During the third quarter of 2007 and radio advertisements, the Canadian Tire One and Only billboards and in-store Account was launched in three pilot advertising to increase markets. Management continues to customer awareness. Customers can monitor performance of the sign up for Canadian Tire's piloted products. retail banking products online, by phone or in-store in the Financial Services planned to incur pilot markets. approximately $25 million in expenses associated with the The investment in retail banking marketing and operations of the pilot programs impacted Financial retail banking initiative in 2007. Services' earnings before income taxes by $8.1 million during the quarter compared to $2.4 million during the same period in 2006. The $8.1 million in retail banking expenses in the third quarter includes a $1.3 million provision taken on the asset-backed commercial paper investment held by Financial Services to account for the uncertainty in valuing these assets (please refer to sections 5.1 and 5.2.5 for additional information). On a year-to-date basis, Financial Services' earnings before income taxes have been impacted by $18.6 million for the costs associated with the retail banking pilot programs. ------------------------------------------------------------------------- 4.4.3 Key performance indicators The following are key indicators of Financial Services' performance: - size of the total managed portfolio - profitability of the portfolio - quality of the portfolio Financial Services' total managed portfolio of loans receivable ($ in millions, except where noted) Q3 2007 Q3 2006 Change 2007 YTD 2006 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,854 1,882 (1.5%) 1,851 1,846 0.3% Average account balance ($) $ 2,001 $ 1,839 8.8% $ 1,950 $ 1,833 6.3% Gross average receivables (GAR) 3,709.8 3,460.8 7.2% 3,609.1 3,383.6 6.7% Total managed portfolio (end of period) 3,717.4 3,461.5 7.4% Net managed portfolio (end of period) 3,675.8 3,420.9 7.5% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net managed portfolio Financial Services' net managed portfolio is the total value, after allowances, of loans receivable including credit card, personal and residential mortgage loans. ------------------------------------------------------------------------- Financial Services' portfolio of credit card loans receivable ($ in millions, except where noted) Q3 2007 Q3 2006 Change 2007 YTD 2006 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,817 1,838 (1.2%) 1,812 1,803 0.5% Average account balance ($) $ 1,934 $ 1,736 11.4% $ 1,878 $ 1,729 8.7% Gross average receivables (GAR) 3,513 3,191 10.1% 3,404 3,117 9.2% Total managed portfolio (end of period) 3,525 3,202 10.1% ------------------------------------------------------------------------- Financial Services' total managed portfolio of loans receivable was $3.7 billion at the end of the third quarter, a 7.4 percent increase over the $3.5 billion portfolio at the end of the comparable 2006 period. Personal loan receivables represent approximately five percent of the total portfolio. Ending credit card loans receivable grew 10.1 percent to $3.5 billion. The increase was primarily a result of an 11.4 percent increase in the average account balance compared to the third quarter of 2006. 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) Q3 2007 Q3 2006 Q3 2005 ------------------------------------------------------------------------- Total revenue as a % of GAR(2) 24.88% 25.01% 25.81% Gross margin as a % of GAR(2) 13.19% 13.06% 13.30% Operating expenses as a % of GAR(3) 7.77% 7.98% 8.69% Return on average total managed portfolio(2,3,4) 5.43% 5.08% 4.61% ------------------------------------------------------------------------- (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 disposal/redemption of shares. (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. Portfolio quality ------------------------------------------------------------------------- Q3 2007 Q3 2006 Q3 2005 ------------------------------------------------------------------------- Net write-off rate (rolling 12-month basis) 5.87% 5.94% 5.95% Account balances less than 30 days overdue at end of period 96.26% 96.14% 96.31% Allowance rate 2.44% 2.60% 2.56% ------------------------------------------------------------------------- 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 net write-off rate for the total managed portfolio on a rolling 12- month basis was 5.87 percent, an improvement from 5.94 percent in the comparable 2006 period. The net write-off rate on a rolling 12-month basis for the credit card portfolio improved during the quarter to 5.77 percent from 5.95 percent in the comparable 2006 period, 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. 4.4.4 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 the MD&A contained in 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. For additional information on Canadian Tire's liquidity and capital market activity, please refer to section 5.1 below. 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 and 2012 Strategic Plans. 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 and 2012 Strategic Plans. As at the dates indicated, our capital structure was as follows: At At At September September December (composition of total structure) 29, 2007 30, 2006 30, 2006 ------------------------------------------------------------------------- Shareholders' equity 65.2% 64.6% 67.2% Short-term debt 4.8% 2.7% - Long-term debt(1) 25.5% 28.0% 28.3% Other long-term liabilities 2.8% 2.7% 2.7% Future income taxes 1.7% 2.0% 1.8% ------------------------------------------------------------------------- 100.0% 100.0% 100.0% ------------------------------------------------------------------------- (1) Includes the current portion of long-term debt. Equity The book value of Common Shares and Class A Non-Voting Shares at the end of the quarter was $36.51 per share compared to $33.14 at the end of the third 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. We have purchased approximately 0.3 million shares under this bid on a year-to-date basis. 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 since April 3, 2006. Shares outstanding At September At September 29, 2007 30, 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) 372,463 1,124,699 Shares purchased under NCIB (287,000) (918,400) ------------------------------------------------------------------------- Shares outstanding at end of period 78,132,919 78,239,023 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 Shares and Class A Non- Voting Shares in the third quarter of 2007 compared to dividends of $13.4 million in the third 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 third quarterly dividend at the 2007 rate was declared on August 9, 2007 in the amount of $0.185 per share payable on December 3, 2007 to shareholders of record as of October 31, 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 sales 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 $135 million in commercial paper outstanding at September 29, 2007, $113 million outstanding at September 30, 2006 and none outstanding at 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 September 29, 2007, September 30, 2006 and December 30, 2006 we had $645 million in committed lines of credit of which $50 million was drawn on as at September 29, 2007. As credit markets were unsettled at the end of the quarter and other methods of financing had become more expensive, the Company used this drawdown as a cost-effective way of obtaining financing. The drawdown has subsequently been repaid. We have successfully negotiated an increase of $500 million in these committed lines of credit. Legal documentation is in process and it is expected that the increase will be effective by November 15, 2007, bringing our total committed lines of credit to $1.145 billion. Long-term debt 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. The Company's long-term debt is currently rated A(low) by DBRS and BBB+ by S&P. Subsequent to the end of the third quarter of 2007, our credit ratings were reconfirmed by both DBRS and S&P. Subsequent to the end of the third quarter and pursuant to this shelf prospectus, we completed a public offering of $300 million in three-year MTNs which have an interest rate of 5.22 percent and mature on October 1, 2010. As of the end of the third quarter of 2007, long-term debt included $1.4 million of capital leases. Debt market conditions In August and September of the third quarter, global debt markets experienced a credit crisis linked to problems in the U.S. sub-prime mortgage market. This caused a worldwide reassessment of the financial risks involved with asset-backed securities and led to market disruptions, constrictions and increased interest rates for borrowers looking to refinance their short-term debt. Canadian Tire participates in the asset-backed security markets through the use of commercial paper and issuance of MTNs. Through this period, Glacier Credit Card Trust (GCCT) has been able to refinance its maturing commercial paper, although at a higher rate of interest. As evidenced through the recent completion of our public offering referred to above, our ability to increase our existing committed bank lines of credit and our success in rolling over both the Company's and GCCT's commercial paper, Canadian Tire has demonstrated that these market challenges have not affected our ability to access funding albeit at higher rates than what we have previously experienced. Like most borrowers, we provide covenants to our lenders. We are in compliance with all of our debt covenants. 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 third quarter of 2007, the primary sources of funding were:- $226 million of cash flow from operations, before working capital requirements - $185 million of cash generated from the issuance of commercial paper and increased bank loans 5.2.2 Third quarter 2007 capital program Canadian Tire's capital expenditures totaled $156 million in the third quarter on a cash basis, ($194 million on an accrual basis as disclosed in the Unaudited Consolidated Financial Statements, Note 11 - Supplementary Cash Flow Information), a 7.5 percent increase from the $145 million spent on a cash basis in the third quarter of 2006 ($153 million on an accrual basis as disclosed in the Unaudited Consolidated Financial Statements, Note 11 - Supplementary Cash Flow Information). Those capital expenditures were comprised of: - $104 million for real estate projects, including $93 million associated with the rollout of CTR's Concept 20/20 stores - $31 million for the Eastern Canada distribution centre in the province of Quebec - $12 million for information technology - $9 million for other purposes Overall, capital investments for real estate projects were up significantly year-over-year in the third quarter, primarily due to the acceleration of the Concept 20/20 store rollout, investment in the construction of the Eastern Canada distribution centre and other capital required for some larger urban store developments. 5.2.3 2007 Annual capital plan The 2007 capital plan is for expenditures to be in the range of $580 million to $620 million on an accrual basis. The 2007 annual 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 - $ 75 million for information technology - $ 63 million for other purposes 5.2.4 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 third quarter of 2007 and 2006. Comparable working capital components Increase/ (decrease) At September At September in working ($ in millions) 29, 2007 30, 2006 capital ------------------------------------------------------------------------- Accounts receivable 519.4 562.0 (42.6) Merchandise inventories 1,072.1 1,000.3 71.8 Prepaid expenses and deposits 54.3 63.2 (8.9) Income taxes recoverable/(payable) 116.4 (52.7) 169.1 Accounts payable and other (1,565.6) (1,262.2) (303.4) ------------------------------------------------------------------------- (114.0) -------------------------------------------------------------------------The change in the balance of income taxes from an amount payable to an amount receivable is attributable to amounts the Company has paid related to prior year reassessments, as explained in Section 6.0 below. The increase in accounts payable includes higher merchandise payables due to early execution of a financing arrangement for Petroleum, increased consumer deposits at Financial Services for retail banking deposit accounts, increased tenant allowances related to the increase in real estate projects and the recording of the fair value of foreign exchange derivatives as a result of the new financial instrument accounting standard as required by the CICA (see section 11.2). 5.2.5 Cash and cash equivalents At September 29, 2007, the Company was in a net bank indebtedness position of $84.2 million in cash and cash equivalents compared to positive net cash positions of $1.9 million at September 30, 2006 and $741.3 million at December 30, 2006. These changes partly reflect seasonal fluctuations in cash balances but also reflect increased level of investment associated with cash used primarily during the quarter for the following:- $170 million to fund further net growth in loans receivable - $156 million for the addition of property and equipmentAs of September 29, 2007, the Company held third-party asset-backed commercial paper (ABCP) with an original cost of $8.9 million. These ABCP were rated by DBRS as R-1 (High), the highest credit rating for commercial paper since the ABCP are backed by R-1 (High) rated assets. A global disruption in the market for such commercial paper during the quarter resulted in a sudden constraint on the liquidity of ABCP. DBRS placed certain of the ABCP "Under Review with Developing Implications" following an announcement on August 16, 2007 that a consortium representing banks, asset providers and major investors had agreed in principle to a long-term proposal and interim agreement regarding the ABCP (commonly referred to as "the Montreal Proposal"). Under this proposal, the affected ABCP would be converted into term floating rate notes maturing no earlier than the scheduled termination dates of the underlying assets. The Montreal Proposal called for the investors to continue to roll their ABCP during the standstill period. On September 6, 2007, a committee was formed to oversee the proposed restructuring process of the ABCP. On October 16, 2007, it was announced that the committee expected that the restructuring would be completed on or before December 14, 2007. As of September 29, 2007, all of the ABCP held by the Company were part of the Montreal Proposal. The Company has classified its ABCP as long-term investments, which were previously classified as "Cash and cash equivalents" on the balance sheet as management anticipates that this investment may mature beyond a 365-day period. During the three and nine months ended September 29, 2007, the Company recorded a $1.3 million before tax provision for impairment of the ABCP in the consolidated statement of earnings. Continuing uncertainties regarding the value of the assets which underlie the ABCP, the amount and timing of cash flows and the outcome of the restructuring process could give rise to a further change in the value of the Company's investment in ABCP which would impact the Company's future earnings. As referenced in section 5.1, due to the recent increase in the amount of funds we expect to have available through committed lines of credit and various other forms of funding, the Company has sufficient credit facilities to satisfy its financial obligations as they come due and does not expect there will be a material adverse impact on its business as a result of this current third-party asset backed commercial paper liquidity issue. 5.2.6 Loans receivable Our loans receivable securitization program is designed to provide a cost- effective source of funding for Financial Services. Loans receivable were as follows at the indicated dates:At September At September At December ($ in millions) 29, 2007 30, 2006 30, 2006 ------------------------------------------------------------------------- Securitized 2,743.4 $ 2,525.4 $ 2,827.4 Unsecuritized 932.4 895.6 771.8 ------------------------------------------------------------------------- Net managed loans receivable $ 3,675.8 $ 3,421.0 $ 3,599.2 -------------------------------------------------------------------------Net managed loans receivable continued to increase over the last 12 months as customers' use of the Canadian Tire MasterCard grew and account balances increased. At the end of the third quarter of 2007, net managed loans receivable were 7.5 percent higher than at the end of the third 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 the 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 September 29, 2007, we recognized a pre-tax loss of $6.3 million (2006 - $4.8 million pre-tax loss) on securitization transactions resulting in a higher level of unsecuritized receivables than at the end of the third quarter of 2006. 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 September 29, 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. 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 September At September 29, 2007 30, 2006 ------------------------------------------------------------------------- Ratio of long-term debt to total capitalization(1) 26.0% 28.0% Ratio of current assets to current liabilities 1.4:1 1.7:1 Interest coverage(2) 9.9 times 8.2 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 Incentive programs On June 30, 2007, the Company's former CEO retired from his position as Vice-Chairman and, as a result, the Company included a charge of $6.7 million in the second quarter to reflect the cost of previously unvested share units he was entitled to under the Company's share incentive programs (valued at the prevailing stock price on June 30, 2007) in addition to other retirement obligations. The ultimate cost to the Company of a significant portion of this compensation, and the value provided to the former CEO, will be based on the future performance of the Company over the next three year period, as the share units will be marked to market until they are fully paid. The mark to market adjustments will be reflected in the Company's financial results each quarter until that time. The impact of the mark to market adjustment in the third quarter was a gain of $0.2 million which brings the total charge recorded in the financial statements to $6.5 million on a year-to-date basis. For a full description of stock based compensation plans, please refer to Note 10 to the Consolidated Financial Statements contained in our 2006 Financial Report. 5.5 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 provide 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. During the year several representative offices of the Company were created to perform the activities formerly provided by the subsidiaries due to changes in local regulations and the need to enhance operational efficiencies. 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 $265 million. Although the Company will appeal these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $165 million, of which $158 million had been remitted by the end of the quarter. 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. Income tax expense has been reduced by $2.9 million due to settlements of various minor issues with the Canadian tax authorities and a slight reduction in statutory tax rates during the year. 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. Please 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. Please 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 way for Associate Dealers to access the majority of the financing they require for their store operations. Please 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. Please 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. Please 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 principal 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 third quarter of 2007. While not regarded as a principal risk itself the unstable market conditions for asset backed commercial paper has the potential to impact the Company's ability to raise sufficient cost-effective capital to finance its expansion plans. As noted in section 5.1 above, however, these market conditions have not significantly impacted our ability to do so to date.9.0 Contractual obligations Contractual obligations due by period In the remaining three In years In years months 2008 2010 After ($ in millions) Total of 2007 - 2009 - 2011 2011 ------------------------------------------------------------------------- Long-term debt(1) $1,169.4 $ 0.3 $ 153.7 $ 164.8 $ 850.6 Capital lease obligations 1.4 0.2 1.2 - - Operating leases 1,883.5 48.3 390.7 331.4 1,113.1 Purchase obligations 829.9 566.5 243.1 14.2 6.1 Other obligations 26.2 1.0 16.3 3.0 5.9 ------------------------------------------------------------------------- Total contractual obligations $3,910.4 $ 616.3 $ 805.0 $ 513.4 $1,975.7 ------------------------------------------------------------------------- (1) The long-term debt number in the Consolidated Balance Sheet has been adjusted by $4.0 million due to the implementation of the new Financial Instrument standard.10.0 Related party transactions During the quarter ended September 29, 2007, the Company purchased the shares of a corporation, one of the owners of which is an Associate Dealer and also a director of the Company. The purchase price was $3.7 million. The purchased corporation owns the real estate for a Canadian Tire store. The purchase price is considered to be fair market value, based on independent appraisals. At the end of the quarter, the land and building so acquired related to the purchase is included in "Property and equipment". As the purchase price has not yet been fully paid by the Company, $3.0 million is included in "Accounts payable and accrued liabilities". Separately, the Company has provided to the same Associate Dealer, a loss mitigation agreement for the first two years of operation in respect of a new Canadian Tire Associate store, as it does, in various forms, for Associate Dealers from time to time, to help mitigate some of the financial risk inherent in the new store. Losses, if any, that the Company shares with the Associate Dealer pursuant to the agreement would not be material to the Company and may be partially recoverable by the Company over the following three years from the Associate Dealer. 11.0 Changes in accounting policies 11.1 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 of the MD&A contained in our 2006 Financial Report. Consequently, we were not required to include the financial results of the trusts in our Consolidated Financial Statements for the period ended September 29, 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. 11.2 Financial instruments, comprehensive income, hedging and equity 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 applied to the Company as of the first day of our 2007 fiscal year. These were: 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 required 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 10 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 September 29, 2007. The impact of adopting the new standards on the 2007 third 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. 11.3 Capital Disclosures and Financial Instruments - Disclosures and Presentation In December 2006, the CICA issued CICA Handbook Section 3862 - Financial Instruments - Disclosures, CICA Handbook Section 3863 - Financial Instruments - Presentation, and CICA Handbook Section 1535 - Capital Disclosures. These standards replace the existing CICA Handbook Section 3861 - Financial Instruments - Disclosure and Presentation. These new standards are harmonized with International Financial Reporting Standards. CICA Handbook Section 3862 requires increased disclosures regarding the risks associated with financial instruments and how these risks are managed. CICA Handbook Section 3863 carries forward the presentation standards for financial instruments and non-financial derivatives and provides additional guidance for the classification of financial instruments, from the perspective of the issuer, between liabilities and equity. CICA Handbook Section 1535 requires entities to disclose information about its objectives, policies and processes for managing capital, as well as its compliance with any externally imposed capital requirements. While the standard does provide a definition of capital, the standard requires entities to describe and provided quantitative data about what they manage as capital. As these standards are effective for fiscal years beginning on or after October 1, 2007, we will implement them in the first quarter of 2008. 11.4 Inventories In June 2007, the CICA issued CICA Handbook Section 3031 - Inventories, which replaces CICA Handbook Section 3030 - Inventories. The new standard is harmonized with International Financial Reporting Standard IAS 2. The new standard provides guidance on the determination of cost and requires inventories to be measured at the lower of cost and net realizable value. The cost of inventories includes the cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Costs such as storage costs, administrative overheads that do not contribute to bringing the inventories to their present location and condition, and selling costs are specifically excluded from the cost of inventories and are expensed in the period incurred. Reversals of previous write-downs to net realizable value is now required when there is a subsequent increase in the value of inventories. The cost of inventories should be determined using either a first-in, first-out or weighted average cost formula. Techniques for the measurement of cost of inventories, such as the retail method or standard cost method, may be used for convenience if the results approximate cost. The new standard also requires additional disclosures including the accounting policies adopted in measuring inventories, the carrying amount of inventories, amount of inventories recognized as an expense during the period, the amount of write-downs during the period and the amount of any reversal of any write- down that is recognized as a reduction of expenses. As this standard applies to interim and annual financial statements for fiscal years beginning on or after January 1, 2008, we will implement it at the beginning of our 2008 fiscal year. Opening inventory will be reported in accordance with new standard with the difference adjusting opening retained earnings with no prior periods restated, or retrospectively with a restatement of prior periods in accordance with CICA Handbook Section 1506 - Accounting Changes. We are currently evaluating the potential impact of this new standard on our Consolidated Financial Statements for 2008 and adjusting our systems and processes as necessary to comply with this new standard. 11.5 International Financial Reporting Standards The Accounting Standards Board of the CICA has announced that Canadian generally accepted accounting for publicly accountable enterprises will be replaced with International Financial Reporting Standards (IFRS) over a transition period. While the Accounting Standards Board intends to announce the exact IFRS changeover date by March 31, 2008, the expected changeover date is January 1, 2011. Implementing IFRS will have an impact on accounting, financial reporting and supporting IT systems and processes. It may also have an impact on taxes, contractual commitments involving GAAP based clauses (including debt covenants), long-term employee compensation plans and performance metrics. Accordingly the Company's implementation plan includes measures to provide extensive training to key finance personnel, to review relevant contracts and agreements and to increase the level of awareness and knowledge amongst management, the Board and Audit Committee and investor relations. It is anticipated that additional resources will be engaged to ensure the timely conversion to IFRS. 12.0 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, adjusted EPS basic, adjusted EPS net, EBITDA - adjusted - same store sales - comparable sales for Petroleum sitesFor further information on our non-GAAP measures, please refer to Management's Discussion and Analysis in the MD&A contained in our 2006 Financial Report. 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) Q3 2007 Q3 2006 YTD 2007 YTD 2006 ------------------------------------------------------------------------- EBITDA and minority interest CTR $ 159.6 $ 157.7 $ 409.0 $ 416.6 Financial Services 51.8 48.2 180.3 137.8 Petroleum 12.1 3.9 29.1 11.7 Mark's 17.7 16.2 63.4 54.0 Eliminations (13.4) (13.1) (35.6) (33.7) ------------------------------------------- Total EBITDA and minority interest $ 227.8 $ 212.9 $ 646.2 $ 586.4 ------------------------------------------- Less: Depreciation and amortization expense CTR $ 39.5 $ 36.5 $ 114.9 $ 109.0 Financial Services 3.1 2.8 9.4 9.1 Petroleum 4.2 3.8 12.3 11.1 Mark's 4.4 3.8 13.2 11.5 ------------------------------------------- Total depreciation and amortization expense $ 51.2 $ 46.9 $ 149.8 $ 140.7 ------------------------------------------- Interest expense CTR $ 25.7 $ 23.0 $ 71.1 $ 73.0 Financial Services 5.0 6.0 13.1 15.4 Mark's 1.1 1.0 2.2 2.4 Eliminations (13.4) (13.1) (35.6) (33.7) ------------------------------------------- Total interest expense $ 18.4 $ 16.9 $ 50.8 $ 57.1 ------------------------------------------------------------------------- Earnings before income taxes and minority interest CTR $ 94.4 $ 98.2 $ 223.0 $ 234.6 Financial Services 43.7 39.4 157.8 113.3 Petroleum 7.9 0.1 16.8 0.6 Mark's 12.2 11.4 48.0 40.1 ------------------------------------------- Total earnings before income taxes and minority interest $ 158.2 $ 149.1 $ 445.6 $ 388.6 ------------------------------------------------------------------------- (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 certain items. Historically, non-operating items have included gains and losses on the sales of loans receivable and dispositions of surplus property and equipment. Occasionally, other items such as the retirement obligations of our former CEO are also included. 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. 13.0 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. 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. Management has evaluated whether there were changes in our internal controls over financial reporting during the interim period ended September 29, 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 third 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 Karen Meagher (416) 480-8058 or email investor.relations@cantire.com.2007 THIRD QUARTER INTERIM REPORT FINANCIALS Consolidated Statements of Earnings (Unaudited) ------------------------------------------------------------------------- (Dollars in millions except 13 weeks ended, 39 weeks ended, per share September 29, September 30, September 29, September 30, amounts) 2007 2006 2007 2006 ------------------------------------------------------------------------- Gross operating revenue $ 2,053.4 $ 2,023.3 $ 6,113.5 $ 5,843.0 ------------------------------------------------------------------------- Operating expenses Cost of merchandise sold and all other operating expenses except for the undernoted items 1,816.4 1,802.2 5,443.1 5,235.2 Interest Long-term debt 16.6 16.8 46.6 55.0 Short-term debt 1.8 0.1 4.2 2.1 Depreciation and amortization 51.2 46.9 149.8 140.7 Employee Profit Sharing Plan 9.2 8.2 24.2 21.4 ------------------------------------------------------------------------- Total operating expenses 1,895.2 1,874.2 5,667.9 5,454.4 ------------------------------------------------------------------------- Earnings before income taxes and minority interest 158.2 149.1 445.6 388.6 Income taxes Current 44.3 56.5 144.9 142.7 Future 8.2 (2.8) 8.2 (2.8) ------------------------------------------------------------------------- Income taxes 52.5 53.7 153.1 139.9 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net earnings before minority interest 105.7 95.4 292.5 248.7 ------------------------------------------------------------------------- Minority interest (Note 7) - - - 2.4 ------------------------------------------------------------------------- Net earnings $ 105.7 $ 95.4 $ 292.5 $ 246.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Basic earnings per share $ 1.30 $ 1.17 $ 3.59 $ 3.02 Diluted earnings per share (Note 5) $ 1.30 $ 1.16 $ 3.59 $ 2.99 ------------------------------------------------------------------------- Weighted average number of Common and Class A Non-Voting Shares outstanding (Note 5) 81,519,870 81,613,136 81,498,943 81,561,963 ------------------------------------------------------------------------- Consolidated Statements of Cash Flows (Unaudited) ------------------------------------------------------------------------- 13 weeks ended, 39 weeks ended, (Dollars in September 29, September 30, September 29, September 30, millions) 2007 2006 2007 2006 ------------------------------------------------------------------------- Cash generated from (used for): Operating activities Net earnings $ 105.7 $ 95.4 $ 292.5 $ 246.3 Items not affecting cash Net provision for loans receivable 56.9 54.9 158.8 155.8 Depreciation and amortization of property and equipment 50.6 46.5 148.0 139.0 Future income taxes 8.2 (2.8) 8.2 (2.8) Employee future benefits expense (Note 4) 1.6 1.8 4.9 5.4 Loss on sales of loans receivable (Note 3) 6.3 4.8 3.8 20.9 Fair market value adjustment and impairments on property and equipment 0.4 - 2.8 - Other 0.7 0.7 2.5 (1.7) Amortization of other assets 0.5 0.6 1.8 3.8 Impairment of other long- term investments (Note 10) 1.3 - 1.3 - Gain on disposals of property and equipment (6.0) (6.4) (10.1) (10.4) Gain on disposals/ redemptions of shares - - (18.4) (6.9) ------------------------------------------------------------------------- 226.2 195.5 596.1 549.4 ------------------------------------------------------------------------- Changes in other working capital components (30.7) (104.9) (824.6) (529.0) ------------------------------------------------------------------------- Cash generated from (used for) operating activities 195.5 90.6 (228.5) 20.4 ------------------------------------------------------------------------- Investing activities Additions to property and equipment (155.9) (145.0) (420.0) (305.6) Investment in loans receivable (65.4) (81.8) (244.9) (217.6) Securitization of loans receivable (169.6) (49.0) (66.0) (139.0) Reclassification of other long-term investments (Note 10) (8.9) - (8.9) - Purchases of stores (2.6) (2.2) (6.8) (5.5) Asset retirement obligations (0.9) (1.8) (1.7) (1.1) Employee future benefits (0.5) (0.5) (1.4) (1.4) Proceeds on disposals/ redemptions of shares - - 18.4 6.9 Proceeds on disposition of property and equipment 10.6 9.8 19.1 253.3 Long-term receivables and other assets 4.9 (4.0) 21.2 (6.7) ------------------------------------------------------------------------- Cash used for investing activities (388.3) (274.5) (691.0) (416.7) ------------------------------------------------------------------------- Financing activities Commercial paper 135.4 113.0 135.4 113.0 Class A Non-Voting Share transactions 6.0 (5.3) 4.4 (10.9) Issuance of long-term debt 0.2 - 0.2 0.9 Repayment of limited partnership interest (Note 7) - - - (300.0) Repayment of long-term debt (1.0) (1.4) (2.4) (204.1) Dividends (15.1) (13.4) (43.6) (38.7) ------------------------------------------------------------------------- Cash generated from (used for) financing activities 125.5 92.9 94.0 (439.8) ------------------------------------------------------------------------- Cash used in the period (67.3) (91.0) (825.5) (836.1) Cash and cash equivalents, beginning of period (16.9) 92.9 741.3 838.0 ------------------------------------------------------------------------- Cash and cash equivalents, end of period (Note 9) $ (84.2) $ 1.9 $ (84.2) $ 1.9 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Comprehensive Income (Unaudited) ------------------------------------------------------------------------- 13 weeks 39 weeks ended, ended, September 29, September 29, (Dollars in millions) 2007 2007 ------------------------------------------------------------------------- Net earnings $ 105.7 292.5 Other comprehensive income (loss), net of taxes Losses on derivatives designated as cash flow hedges (net of tax of $22.0 and $45.0) (41.2) (83.5) Reclassification to non-financial asset of loss on derivatives designated as cash flow hedges (net of tax of $12.3 and $8.2) 22.8 15.3 Reclassification to earnings of loss (gain) on derivatives designated as cash flow hedges (net of tax of $0.2 and $1.4) 0.4 (2.6) ------------------------------------------------------------------------- Other comprehensive income (loss) (18.0) (70.8) ------------------------------------------------------------------------- Comprehensive income $ 87.7 221.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Changes in Shareholders' Equity (Unaudited) ------------------------------------------------------------------------- 39 weeks ended, September 29, September 30, (Dollars in millions) 2007 2006 ------------------------------------------------------------------------- Share capital Balance, beginning of period $ 702.7 $ 702.7 Transactions, net 4.4 14.3 ------------------------------------------------------------------------- Balance, end of period $ 707.1 $ 717.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Contributed surplus Balance, beginning of period $ 0.1 $ 1.5 Transactions, net 1.8 (0.2) ------------------------------------------------------------------------- Balance, end of period $ 1.9 $ 1.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 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 (Note 2) (4.4) - ------------------------------------------------------------------------- Balance, beginning of period as restated 2,083.7 1,812.6 Net earnings for the period 292.5 246.3 Dividends (45.2) (40.3) Repurchase of Class A Non-Voting Shares - (25.2) ------------------------------------------------------------------------- Balance, end of period $ 2,331.0 $ 1,993.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 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 (Note 2) 14.3 - Other comprehensive income (loss) for the period (70.8) - ------------------------------------------------------------------------- Balance, end of period $ (62.2) $ (5.7) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings and accumulated other comprehensive income (loss) $ 2,268.8 1,987.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Balance Sheets (Unaudited) (Dollars in millions) September 29, September 30, December 30, As at 2007 2006 2006 ------------------------------------------------------------------------- ASSETS Current assets Cash and cash equivalents (Note 9) $ - $ 1.9 $ 741.3 Accounts receivable 519.4 562.0 340.5 Loans receivable (Note 3) 847.2 808.0 694.2 Merchandise inventories 1,072.1 1,000.3 667.3 Income taxes recoverable 116.4 - - Prepaid expenses and deposits 54.3 63.2 46.2 Future income taxes 41.8 42.5 51.5 ------------------------------------------------------------------------- Total current assets 2,651.2 2,477.9 2,541.0 ------------------------------------------------------------------------- Long-term receivables and other assets (Note 3) 254.8 233.2 283.5 Other long-term investments, net (Note 10) 7.6 - - Goodwill 50.0 46.4 46.4 Intangible assets 52.4 52.4 52.4 Property and equipment 3,119.6 2,692.7 2,881.3 ------------------------------------------------------------------------- Total assets $ 6,135.6 $ 5,502.6 $ 5,804.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current liabilities Bank indebtedness (Note 9) $ 84.2 $ - $ - Commercial paper 135.4 113.0 - Accounts payable and other 1,565.6 1,262.2 1,579.5 Income taxes payable - 52.7 81.1 Current portion of long-term debt 153.1 3.3 3.0 ------------------------------------------------------------------------- Total current liabilities 1,938.3 1,431.2 1,663.6 ------------------------------------------------------------------------- Long-term debt 1,013.8 1,169.4 1,168.4 Future income taxes 78.8 85.1 75.0 Other long-term liabilities 126.9 110.9 112.4 ------------------------------------------------------------------------- Total liabilities 3,157.8 2,796.6 3,019.4 ------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Share capital (Note 6) 707.1 717.0 702.7 Contributed surplus 1.9 1.3 0.1 Accumulated other comprehensive loss (62.2) (5.7) (5.7) Retained earnings 2,331.0 1,993.4 2,088.1 ------------------------------------------------------------------------- Total shareholders' equity 2,977.8 2,706.0 2,785.2 ------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 6,135.6 $ 5,502.6 $ 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 contained in our 2006 Financial Report. 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 recently prepared annual financial statements for the 52 weeks ended December 30, 2006, except as noted below. Financial Instruments/Comprehensive Income/Hedges ------------------------------------------------- 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 other assets Loans and receivables Amortized cost Other long-term investments Held for trading Fair value 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 Statements 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 loss of approximately $50.0 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 is 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 September 29, 2007, the Company recognized a pre-tax loss of $6.3 million (2006 - $4.8 million pre-tax loss) on the securitization of the Loans. For the 39 weeks ended September 29, 2007, the Company recognized a pre- tax loss of $3.8 million (2006 - $20.9 million pre-tax loss). 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 Total principal amount Average balances millions) of receivables as at(1) for the 39 weeks ended --------------------------------- ---------------------- September September December September September 29, 2007 30, 2006 30, 2006 29, 2007 30, 2006 ----------- ---------- ---------- ----------- ---------- Total net managed credit card loans $ 3,486.8 $ 3,164.5 $ 3,372.3 $ 3,373.2 $ 3,084.7 Credit card loans sold (2,670.6) (2,381.4) (2,702.9) (2,732.6) (2,370.8) ----------- ---------- ---------- ----------- ---------- Credit card loans held 816.2 783.1 669.4 640.6 713.9 Net managed personal and mortgage loans(2) 189.1 256.5 226.9 202.0 261.9 Loans sold (72.9) (144.0) (124.5) (97.4) (174.8) ----------- ---------- ---------- ----------- ---------- Loans held 116.2 112.5 102.4 104.6 87.1 ----------- ---------- ---------- ----------- ---------- Total loans receivable 932.4 895.6 771.8 $ 745.2 $ 801.0 ----------- ---------- Less: long-term ----------- ---------- portion(3) 85.2 87.6 77.6 ----------- ---------- ---------- Current portion of loans receivable $ 847.2 $ 808.0 $ 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 September 29, 2007 were $52.3 million (2006 - $49.4 million). Net credit losses for the 39 weeks ended September 29, 2007 were $156.3 million (2006 - $151.1 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 and 39 weeks ended September 29, 2007 was $1.6 million (2006 - $1.8 million) and $4.9 million (2006 - $5.4 million), respectively. 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 13 weeks 39 weeks 39 weeks ended ended ended ended September 29, September 30, September 29, September 30, 2007 2006 2007 2006 ------------- ------------- ------------- ------------- Average number of shares for basic earnings per share calculations 81,519,870 81,613,136 81,498,943 81,561,963 Dilutive options - 642,583 - 770,343 ------------- ------------- ------------- ------------- Average number of shares for dilutive earnings per share calculations 81,519,870 82,255,719 81,498,943 82,332,306 ------------- ------------- ------------- ------------- 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 recently prepared annual financial statements for the 52 weeks ended December 30, 2006. 6. Share Capital (Dollars in millions) September 29, September 30, 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 (September 30, 2006 and December 30, 2006 - 3,423,366) $ 0.2 $ 0.2 $ 0.2 78,132,919 Class A Non-Voting Shares (September 30, 2006 - 78,239,023 and December 30, 2006 - 78,047,456) 706.9 716.8 702.5 ------------- ------------- ------------- $ 707.1 $ 717.0 $ 702.7 ------------- ------------- ------------- The Company issues and repurchases Class A Non-Voting Shares. The net excess of the issue price over the repurchase price results in contributed surplus. The net excess of the repurchase price over the issue price is allocated first to contributed surplus, to the extent of any previous net excess from the issue of share with any remainder allocated to retained earnings. The following transactions occurred with respect to Class A Non- Voting Shares: (Dollars in 39 weeks ended 39 weeks ended millions) September 29, 2007 September 30, 2006 --------------------------- --------------------------- Number $ Number $ ------------- ------------- ------------- ------------- Shares outstanding at the beginning of the period 78,047,456 702.5 78,032,724 702.5 Issued 372,463 28.5 1,124,699 50.6 Repurchased (287,000) (22.3) (918,400) (61.5) Excess of repurchase price over issue price (issue price over repurchase price) - (1.8) - 25.2 ------------- ------------- ------------- ------------- Shares outstanding at the end of the period 78,132,919 706.9 78,239,023 716.8 ------------- ------------- ------------- ------------- 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 13 weeks 39 weeks 39 weeks ended ended ended ended (Dollars in September 29, September 30, September 29, September 30, millions) 2007 2006 2007 2006 ------------------------------------------------------------------------- Gross operating revenue(1) CTR $ 1,307.1 $ 1,290.6 $ 3,899.3 $ 3,778.6 Financial Services 193.3 182.4 573.1 523.7 Petroleum 424.0 427.0 1,232.4 1,170.2 Mark's 159.8 154.0 499.1 452.8 Eliminations (30.8) (30.7) (90.4) (82.3) ------------------------------------------------------- Total gross operating revenue $ 2,053.4 $ 2,023.3 $ 6,113.5 $ 5,843.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Earnings (loss) before income taxes and minority interest CTR $ 94.4 $ 98.2 $ 223.0 $ 234.6 Financial Services 43.7 39.4 157.8 113.3 Petroleum 7.9 0.1 16.8 0.6 Mark's 12.2 11.4 48.0 40.1 ------------------------------------------------------- Total earnings before income taxes and minority interest 158.2 149.1 445.6 388.6 Income taxes 52.5 53.7 153.1 139.9 Minority interest - - - 2.4 ------------------------------------------------------- Net earnings $ 105.7 $ 95.4 $ 292.5 $ 246.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Interest expense CTR $ 25.7 $ 23.0 $ 71.1 $ 73.0 Financial Services 5.0 6.0 13.1 15.4 Petroleum - - - - Mark's 1.1 1.0 2.2 2.4 Eliminations (13.4) (13.1) (35.6) (33.7) ------------------------------------------------------- Total interest expense $ 18.4 $ 16.9 $ 50.8 $ 57.1 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Depreciation and amortization expense CTR $ 39.5 $ 36.5 $ 114.9 $ 109.0 Financial Services 3.1 2.8 9.4 9.1 Petroleum 4.2 3.8 12.3 11.1 Mark's 4.4 3.8 13.2 11.5 ------------------------------------------------------- Total depreciation and amortization expense $ 51.2 $ 46.9 $ 149.8 $ 140.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Gross operating revenue includes dividend and interest income. Segmented Information - Total Assets --------------------------------------------------------------------- As at As at As at September 29, September 30, December 30, (Dollars in millions) 2007 2006 2006 ---------------------------------------------------------------------- CTR $ 5,260.8 $ 4,355.5 $ 4,502.5 Financial Services 1,504.0 1,580.2 1,476.0 Petroleum 290.0 234.3 477.9 Mark's 528.8 453.4 406.7 Eliminations (1,448.0) (1,120.8) (1,058.5) --------------------------------------------------------------------- Total $ 6,135.6 $ 5,502.6 $ 5,804.6 --------------------------------------------------------------------- 9. Cash and Cash Equivalents (Bank Indebtedness) The components of cash and cash equivalents are: September 29, September 30, December 30, (Dollars in millions) 2007 2006 2006 ------------- ------------- ------------- Cash $ (108.9) $ (81.8) $ (52.3) Bank indebtedness (49.8) - - Short-term investments 74.5 83.7 793.6 ------------- ------------- ------------- Cash and cash equivalents (bank indebtedness) $ (84.2) $ 1.9 $ 741.3 ------------- ------------- ------------- ------------- ------------- ------------- As at September 29, 2007, the balance of ($84.2) million has been classified as bank indebtedness. The negative cash balance is primarily due to outstanding cheques. The bank indebtedness represents line of credit borrowings. 10. Other Long-Term Investments As of September 29, 2007, the Company held third-party asset-backed commercial paper ("ABCP") with an original cost of $8.9 million. These ABCP were rated by the Dominion Bond Rating Service ("DBRS") as R-1 (High), the highest credit rating for commercial paper since the ABCP are backed by R-1 (High) rated assets. A global disruption in the market for such commercial paper during the quarter resulted in a sudden constraint on the liquidity of ABCP. DBRS placed certain of the ABCP "Under Review with Developing Implications" following an announcement on August 16, 2007 that a consortium representing banks, asset providers and major investors had agreed in principle to a long-term proposal and interim agreement regarding the ABCP (commonly referred to as "the Montreal Proposal"). Under this proposal, the affected ABCP would be converted into term floating rate notes maturing no earlier than the scheduled termination dates of the underlying assets. The Montreal Proposal called for the investors to continue to roll their ABCP during the standstill period. On September 6, 2007, a committee was formed to oversee the proposed restructuring process of the ABCP. On October 16, 2007, it was announced that the committee expected that the restructuring would be completed on or before December 14, 2007. As of September 29, 2007, all of the ABCP held by the Company were part of the Montreal Proposal. The Company has classified its ABCP, previously classified as "Cash and cash equivalents", as long-term investments on the balance sheet, as management anticipates that this investment may mature beyond a 365-day period. During the three and nine months ended September 29, 2007, the Company recorded a $1.3 million before tax provision for impairment of the ABCP in the consolidated statement of earnings, based on management's best estimate at the time of the likely impairment. Continuing uncertainties regarding the value of the assets which underlie the ABCP, the amount and timing of cash flows and the outcome of the restructuring process could give rise to a further change in the value of the Company's investment in ABCP which would impact the Company's future earnings. 11. Supplementary Cash Flow Information The Company paid income taxes during the 13 weeks ended September 29, 2007, amounting to $47.8 million (2006 - $33.1 million) and made interest payments of $13.9 million (2006 - $12.4 million). For the 39 weeks ended September 29, 2007, the Company paid income taxes amounting to $304.0 million (2006 - $160.9 million) and made interest payments of $57.1 million (2006 - $60.2 million). During the 13 weeks ended September 29, 2007, property and equipment were acquired at an aggregate cost of $194.1 million (2006 - $152.9 million), of which $38.0 million (2006 - $7.9 million) was included in accounts payable and other. During the 39 weeks ended September 29, 2007, property and equipment were acquired at an aggregate cost of $458.6 million (2006 - $313.5 million), of which $38.0 million (2006 - $7.9 million) was included in accounts payable and other. 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 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 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 $265.0 million. Although the Company will appeal these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $165.0 million, of which $158.0 million had been remitted by the end of the quarter. 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. Related Party Transactions During the quarter ended September 29, 2007, the Company purchased the shares of a corporation, one of the owners of which is an Associate Dealer and also a director of the Company. The purchase price was $3.7 million. The purchased corporation owns the real estate for a Canadian Tire store. The purchase price is considered to be fair market value, based on independent appraisals. At the end of the quarter, the land and building so acquired related to the purchase is included in "Property and equipment". As the purchase price has not yet been fully paid by the Company, $3.0 million is included in "Accounts payable and accrued liabilities". Separately, subsequent to the quarter ended September 29, 2007, the Company has provided to the same Associate Dealer a loss mitigation agreement for the first two years of operation in respect of a new Canadian Tire Associate store, as it does, in various forms, for Associate Dealers from time to time, to help mitigate some of the financial risk inherent in the new store. Losses, if any, that the Company shares with the Associate Dealer pursuant to the agreement would not be material to the Company and may be partially recoverable by the Company over the following three years from the Associate Dealer. 14. Subsequent Event On October 1, 2007, the Company issued medium term notes totaling $300 million. The medium term notes bear interest at 5.22% per annum and mature on October 1, 2010. 15. 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 September 29, 2007, after annualizing interest on long-term debt issued and retired during this period, amounted to $77.2 million. The Company's earnings before interest on long-term debt, income taxes and minority interest for the 52 weeks then ended were $677.3 million, which is 8.8 times the Company's long-term interest requirements for this period.
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For further information: Media: Caroline Casselman, Director, Community & Public Affairs, (416) 480-8159 caroline.casselman@cantire.com; Investors: Huw Thomas, EVP, Chief Financial Officer, (416) 480-3568, huw.thomas@cantire.com