Canadian Tire releases second quarter earnings - retail sales up 4.0%; gross operating revenue up 5.9%
Earnings impacted by the relaunch of the Options MasterCard and by an inventory adjustment at Mark's------------------------------------------ Year-over- Consolidated 2008 2007(2) year Highlights(1): 2nd quarter 2nd quarter change ------------------------------------------------------------------------- Retail sales $2.95 billion $2.84 billion 4.0% Gross operating revenue $2.45 billion $2.31 billion 5.9% Earnings before income taxes $144.7 million $188.5 million (23.2)% Adjusted earnings before income taxes (excludes non-operating gains and losses)(3) $140.3 million $169.1 million (17.0)% Net earnings $97.7 million $122.5 million (20.3)% Adjusted net earnings (excludes non-operating gains and losses)(3) $94.7 million $109.8 million (13.8)% Basic earnings per share $1.20 $1.50 (20.3)% Adjusted basic earnings per share (excludes non-operating gains and losses)(3) $1.16 $1.35 (13.9)% (1) All dollar figures in this table are rounded. (2) The 2007 earnings figures have been restated for the implementation, on a retrospective basis, of the CICA HB 3031- Inventories. Please refer to Note 2 in the Notes to Consolidated Financial Statements. (3) Non-GAAP measure. Please refer to Section 14.0 of Management's Discussion and Analysis.TORONTO, Aug. 7 /CNW/ - Canadian Tire Corporation, Limited (CTC.a, CTC) released its second quarter earnings today. Despite a period of unseasonable weather and challenging economic conditions, the Company reported a 5.9% increase in gross operating revenue due to a higher volume of shipments to Dealers, increased sales at Petroleum and receivables growth at Canadian Tire Financial Services (Financial Services). Adjusted net earnings were $94.7 million, 13.8% below the second quarter of 2007. "Retail sales, while positive during the quarter, were impacted by the unseasonable spring weather and continuing economic headwinds. The $15.1 million reduction in adjusted net earnings compared to last year reflects the impact of a planned investment of $6.4 million after tax to relaunch the Options MasterCard and a book to physical adjustment of $8.1 million after tax in Mark's inventory," said Tom Gauld, president and CEO, Canadian Tire. "Earnings are expected to improve in the second half of the year as investments in the credit card relaunch and various productivity initiatives begin to positively impact results."Business Overview CANADIAN TIRE RETAIL (CTR) ($ in millions) Q2 2008 Q2 2007(1) Change YTD 2008 YTD 2007(1) Change ------------------------------------------------------------------------- Retail sales(2) $2,174.5 $2,141.9 1.5% $3,393.3 $3,384.4 0.3% Same store sales(3) (year- over-year % change) (0.5)% 1.7% (1.8)% 1.5% Gross operating revenue $1,562.1 $1,514.9 3.1% $2,633.4 $2,585.8 1.8% Net shipments (year-over-year % change) 3.2% (0.5)% 1.8% 3.9% Earnings before income taxes $85.0 $88.5 (4.1)% $128.6 $126.5 1.7% ------------------------------------------------------------------------- Less adjustment for: Gain on disposals of property and equipment(4) 0.1 3.7 4.0 3.7 Former CEO retirement obligations 0.5 (6.7) 0.9 (6.7) ------------------------------------------------------------------------- Adjusted earnings before income taxes(5) $84.4 $91.5 (7.9)% $123.7 $129.5 (4.5)% ------------------------------------------------------------------------- (1) 2007 figures have been restated for the implementation, on a retrospective basis, of the CICA HB 3031 - Inventories. Please refer to Note 2 in the Notes to Consolidated Financial Statements. (2) 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. (3) Same store sales include sales from stores that have been open for more than 53 weeks. (4) Includes fair market value adjustments and impairments on property and equipment. (5) Non-GAAP measure. Please refer to section 14.0 in Management's Discussion and Analysis.Retail sales across all product categories were generally impacted by the economy, however seasonal businesses in the leisure category were particularly soft due to the cold wet weather in May and June. CTR's total retail sales increased 1.5% over the same quarter in 2007 reflecting an average increase of 3.7% in the home and automotive businesses (approximately 60% of CTR sales) and a decrease of 2.1% in leisure sales (approximately 40% of CTR sales). Overall same store sales, which were down 0.5%, followed a similar pattern. With the arrival of more seasonal weather in July, sales performance strengthened, with overall retail sales up 5.1% and same stores sales up 3.1% for the month. CTR's second quarter adjusted earnings before taxes were $84.4 million, down 7.9% compared to a year ago. Pre-tax earnings were impacted by slightly lower margins and continuing net investments of $5.9 million in long-term growth and productivity initiatives such as Automotive Infrastructure and technology renewal. CTR opened 27 new stores in the quarter including one incremental store, five replacement stores and 21 retrofitted or expanded stores. PartSource experienced another quarter of year-over-year sales increases driven by the continued expansion of the network and strong growth in the commercial customer segment. In addition, PartSource shipments to Dealers continue to improve as components of the Automotive Infrastructure project are rolled out. During the quarter, PartSource converted three acquired stores and opened one new store, bringing its total store network to 75.CANADIAN TIRE PETROLEUM (Petroleum) ($ in millions) Q2 2008 Q2 2007 Change YTD 2008 YTD 2007 Change ------------------------------------------------------------------------- Sales volume (millions of litres) 429.6 437.4 (1.8)% 843.4 852.7 (1.1)% Retail sales $541.9 $471.9 14.8% $990.9 $857.3 15.6% Gross operating revenue $514.8 $445.6 15.5% $937.6 $808.4 16.0% Earnings before income taxes $8.0 $6.4 27.2% $13.0 $8.9 47.1% ------------------------------------------------------------------------- Less adjustment for: Loss on disposals of property and equipment(1) 0.0 (1.1) (0.2) (1.3) ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $8.0 $7.5 9.8% $13.2 $10.2 30.6% ------------------------------------------------------------------------- (1) Includes asset impairment losses. (2) Non-GAAP measure. Please refer to section 14.0 in Management's Discussion and Analysis.The 1.8% decrease in gasoline sales volumes reflected consumer response to higher fuel prices. Petroleum's gross operating revenue totaled $514.8 million during the quarter, a 15.5% increase over the $445.6 million in the comparable 2007 period reflecting an increase in pump prices during the period and a 5.0% growth in convenience store sales. Petroleum recorded adjusted pre-tax earnings of $8.0 million, compared to the $7.5 million recorded in the comparable 2007 period. The increase in earnings was due to healthy margins during the quarter and effective expense management. Petroleum opened one new gas bar and refurbished one existing gas bar during the quarter.MARK'S WORK WEARHOUSE (Mark's) ($ in millions) Q2 2008 Q2 2007(1) Change YTD 2008 YTD 2007(1)Change ------------------------------------------------------------------------- Total retail sales $233.1 $221.3 5.3% $405.6 $399.7 1.5% Same store sales(2) (% increase over prior year) 0.9% 6.9% (2.8)% 10.6% Gross operating revenue(3) $200.6 $187.2 7.2% $348.1 $339.3 2.6% ------------------------------------------------------------------------- Earnings before income taxes $7.9 $25.0 (68.4)% $4.5 $24.8 (81.9)% ------------------------------------------------------------------------- Less adjustment for: Loss on disposal of property and equipment (0.1) (0.3) (0.1) (0.6) ------------------------------------------------------------------------- Adjusted earnings before income taxes(4) $8.0 $25.3 (68.5)% $4.6 $25.4 (82.0)% ------------------------------------------------------------------------- (1) The 2007 earnings results have been restated for restatement, on a retrospective basis, of CICA HB 3031 - inventories. Please refer to Note 2 in the Notes to the Consolidated Financial Statements. (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 14.0 of Management's Discussion and Analysis.Despite unfavourable weather conditions and the slowing economy, Mark's retail sales increased 5.3% during the quarter and same store sales showed modest growth reflecting strong sales in its industrial product categories. Mark's second quarter adjusted pre-tax earnings were $8.0 million, down from $25.3 million in 2007. Earnings were impacted a higher than expected $12.0 million pre-tax book to physical inventory adjustment and higher operating expenses to support continued network expansion. During the quarter, Mark's opened four new stores and relocated two existing stores, four of which are co-located within a CTR store.CANADIAN TIRE FINANCIAL SERVICES (Financial Services) ($ in millions) Q2 2008 Q2 2007 Change YTD 2008 YTD 2007 Change ------------------------------------------------------------------------- Total managed portfolio end of period $3,926.7 $3,704.3 6.0% Gross operating revenue $201.5 $192.3 4.8% $410.2 $368.4 11.4% Earnings before income taxes $43.8 $68.6 (36.2)% $97.4 $114.0 (14.6)% ------------------------------------------------------------------------- Less adjustment for: Gain on disposal/ redemption of shares 0.0 18.4 0.0 18.4 Net effect of securitization activities(1) 3.9 5.5 16.8 2.5 Loss on disposals of property and equipment 0.0 (0.1) 0.0 (0.2) ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $39.9 $44.8 (10.9)% $80.6 $93.3 (13.6)% ------------------------------------------------------------------------- (1) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment. (2) Non-GAAP measure. Please refer to section 14.0 in Management's Discussion and Analysis.In the second quarter, Financial Services' total managed portfolio of loans receivable grew by 6.0% over the comparable 2007 period, driven by a 5.6% increase in the credit card portfolio. Financial Services' gross operating revenue was $201.5 million in the quarter, a 4.8% increase over the $192.3 million recorded in the prior year. Adjusted pre-tax earnings for the quarter were $39.9 million, or $4.9 million below the same quarter last year. Excluding the $9.7 million pre-tax cost of relaunching the Options MasterCard, adjusted pre-tax earnings were 10.8% higher than the second quarter of 2007. The relaunch activity included the reissue of 2.6 million cards with new PayPass functionality enabling customers to quickly execute small ticket transactions without a signature. The relaunch is expected to increase sales by approximately 2.0% thereby returning the investment in 12 to 18 months. Financial Services' net write-off rate for the credit card portfolio on a rolling 12-month basis was 5.96% compared to 5.79% in the 2007 period. Aging of the credit card portfolio, while above last year's level, is equivalent to the same period in 2006. Financial Services continued its investment in the retail banking pilot and at quarter-end had more than $180 million in deposits and approximately $67 million in mortgages. Customer response continues to meet expectations. SECOND HALF 2008 FORECAST The Company has updated its earnings guidance for 2008 and expects that earnings per share for 2008 will now be in the range of $4.75 to $5.05 per share, excluding non-operating items. This is below management's initial 2008 guidance of $5.15 to $5.40 per share, excluding non-operating items. The principal reasons for this change in forecast are; the book to physical inventory adjustment at Mark's; lower second quarter earnings at CTR and Mark's; and the higher on-hand CTR inventory at the end of the second quarter leading to increased carrying and clearance costs for the balance of the year. Earnings for the second half of 2008 are forecasted to be ahead of 2007. This growth is not based on an assumption of significant economic recovery in the balance of the year. The forecast does however reflect healthy earnings growth in excess of 20% from Financial Services, due to benefits from the launch of the PayPass functionality and lower loan loss provisioning and operating costs. Total capital commitments for 2008 remain approximately $588 million on a gross basis. The sale/ leaseback of the CTR Carling store in Ottawa was completed for proceeds of $40 million in July and additional sale/leasebacks of CTR stores are anticipated before the end of the year. OUTLOOK During 2008 and 2009, the Corporation is investing in a number of initiatives to drive growth, improve productivity and enhance financial flexibility. Growth in the three retail divisions will be generated through continued network expansion at Mark's and PartSource and the introduction of two new store concepts at CTR. The new CTR small market store, which is designed primarily for expansions into new underserved markets will incorporate a Mark's store and, where appropriate, a Petroleum site. The first four stores will be opened this year. With the Concept 20/20 program substantially complete, the new Smart store represents the next wave of renewal for CTR stores. The first two sites will be opened in 2008, with 25 more expected to follow in 2009. Remerchandising or retrofitting an existing store to a Smart store will not require physical expansion of the existing store, thereby substantially reducing the capital cost compared to the average Concept 20/20 project. The lower costs associated with the Smart store program, as well as the completion of the Eastern Canada Distribution Centre in early 2009 will result in a reduction in the Corporation's gross capital expenses from approximately $600 million in 2008 to approximately $400 million in each of 2009 and 2010. This lower capital demand, combined with the additional planned sale/leaseback activity for select CTR sites and the new Eastern Canada Distribution Centre over the next twelve months, will improve cash flow and financial flexibility in 2009 and beyond. CTC now has approximately $1.25 billion of committed bank lines in support of CTC and Glacier Trust financing activities further improving the Corporation's financial flexibility. In 2010, repayment of $150 million of 20 year debentures with 12.1% interest, which are not expected to be replaced, will also have a substantial positive impact on interest costs and earnings. Finally, investments in productivity initiatives such as technology renewal and Automotive Infrastructure, as well as increasing benefits from the amended Dealer contract are expected to positively impact CTR productivity levels and earnings in 2010 and beyond. 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 ("the MD&A") and the 2007 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 2008 that have the potential to affect the operating performance and results of the Company's divisions are outlined in Section 11.2 of the MD&A. The Company has developed its 2008 forecast on the assumption that there will not be a material deviation in the risks described in the MD&A 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 4:30 p.m. EDT on Thursday, August 7, 2008. 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 1,170 general merchandise and apparel retail stores and gas stations 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 473 stores operated by 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 75 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 267 gas bars, 260 convenience stores and kiosks, and 74 car washes. Mark's Work Wearhouse is one of the country's leading apparel retailers operating 364 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 for Mark's products online. Canadian Tire Financial Services has issued over 5 million Canadian Tire MasterCards and also markets related financial products and services for retail and petroleum customers. Canadians can also access Financial Services online at www.ctfs.com. Over 57,000 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 August 7, 2008. Quarterly and annual comparisons in this MD&A Unless otherwise indicated, all comparisons of results for the second quarter (13 weeks ended June 28, 2008) are against results for the second quarter of 2007 (13 weeks ended June 30, 2007). Restated figures Certain of the prior period's figures have been reclassified or restated to conform to the current year's presentation or to be in accordance with the adoption of the Canadian Institute of Chartered Accountants (CICA) new accounting standards. Please refer to notes 2 and 16 in the Notes to the Consolidated Financial Statements for further information. 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 highlighted in note 1 in the Notes to the Consolidated Financial Statements for the quarter ended June 28, 2008 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 and discussed in detail in MD&A sections 9.0 to 9.3 of the 2007 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, Dealers, Canadian Tire Petroleum™ (Petroleum) agents and PartSource® and Mark's Work Wearhouse® (Mark's) store operators and franchisees; and the willingness of customers to shop at our stores or acquire our financial products and services. Please also refer to section 11.2 of this MD&A which identifies some of the operational risks that can affect our businesses. The Company is revising its earnings forecast for 2008, please see section 3.1 for further details. 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 Dealers, franchisees and Petroleum agents operate more than 1,170 general merchandise and apparel retail stores and gas bars. The Canadian Tire Financial Services® (Financial Services) division of the Company also markets a variety of financial services to Canadians, primarily its proprietary Options® MasterCard®, personal loans, lines of credit, insurance and warranty products, and a retail banking pilot offering products to customers in certain test markets. Canadian Tire's model of interrelated businesses provides market differentiation and competitive advantage. Canadian Tire's businesses benefit from the Company's key capabilities in merchandising, marketing and advertising, supply chain and real estate, which enable us to achieve a greater level of efficiency. Canadian Tire's primary loyalty program, Canadian Tire 'Money'® - shared by Canadian Tire Retail (CTR), Financial Services and Petroleum - is an example of how interrelationships between the businesses create a strong competitive advantage for the Company. The success of the loyalty program has proven - through high customer acceptance and redemption - to be a key element of Canadian Tire's total customer value proposition and is designed to drive higher total sales across CTR, Financial Services and Petroleum. For example, a customer who fills up with gas at Petroleum's gas bars and uses Canadian Tire credit cards spends considerably more at Canadian Tire stores, on average, than a customer who only shops at Canadian Tire stores. Mark's has 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. The Company co-locates Mark's and Canadian Tire stores in certain locations and, where appropriate, has been extending its national marketing and advertising channels to boost customer traffic and loyalty to Mark's and increase its brand penetration. 1.2 Operational synergies All of our businesses benefit from strategic and operational synergies including real estate management, supply chain, merchandising, marketing and advertising. Meaningful cost savings are also derived through Canadian Tire's collective buying power and economies of scale, and we are continually enhancing our customer value proposition by creating promotions and reward programs to increase customer loyalty. Canadian Tire's four main businesses are described below. CTR is Canada's most shopped general merchandise retailer with a network of 473 Canadian Tire stores that are operated by Dealers, who are independent business owners. 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 75 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 35 franchise stores and 40 corporate stores. Mark's is one of Canada's leading clothing and footwear retailers, operating 364 stores nationwide, including 317 corporate and 47 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 267 gas bars, 260 convenience stores and kiosks, 74 car washes, 13 Pit Stops and 87 propane stations. The majority of Petroleum's sites are co- located with Canadian Tire stores as a strategy to attract customers to Canadian Tire stores. Substantially all of Petroleum's sites are operated by agents. Financial Services markets a range of Canadian Tire-branded credit cards, including the Canadian Tire Options MasterCard, Commercial Link® MasterCard® and Gas Advantage® MasterCard®. Financial Services also markets personal loans, lines of credit, insurance and warranty products and an emergency roadside assistance service called Canadian Tire Roadside Assistance®. Canadian Tire Bank®, a wholly-owned subsidiary, is a federally regulated bank that manages and finances Canadian Tire's consumer MasterCard and retail credit card portfolios, as well as the personal loan and line of credit portfolios. Canadian Tire Bank also offers high interest savings accounts, guaranteed investment certificates and residential mortgages in three pilot markets as well as the Canadian Tire One-and-Only™ account which offers customers the opportunity to pay down their loan balances faster by consolidating their chequing, savings, loans and mortgage loan balances into one account.1.3 Store network at a glance June June 28, 30, Number of stores and retail square footage 2008 2007 ------------------------------------------------------------------------- Consolidated store count CTR retail stores(1) 473 466 PartSource stores 75 67 Mark's retail stores(1) 364 341 Petroleum gas bar locations 267 264 ------------------------------------------------------------------------- Total stores 1,179 1,138 Consolidated retail square footage CTR retail square footage (in millions) 18.4 17.0 PartSource retail square footage (in millions) 0.2 0.2 Mark's retail square footage (in millions) 3.1 2.8 ------------------------------------------------------------------------- Total retail square footage(2) 21.7 20.0 ------------------------------------------------------------------------- (1) Store count numbers reflect individual selling locations; therefore, CTR and Mark's store count numbers each include stores that are co- located on the same property. (2) The average retail square footage for Petroleum's convenience stores was 400 square feet per store in 2007 and has not been included in the total above.2.0 Our Strategic Plan 2.1 Rolling Five-Year Strategic Plan to 2012 (2012 Plan) The 2012 Plan outlines our strategy to build a Bigger and Better Canadian Tire through a continued focus on growth and productivity from a consolidated perspective. The key initiatives of the 2012 Plan include network expansion across all of our retail businesses (CTR, PartSource and Mark's), store concept renewals and the continued testing of our retail banking products. Other initiatives to improve productivity include upgrading our automotive supply chain, renewing our technology infrastructure and streamlining our organizational design. Specific objectives related to these programs are included in section 3.3 of this MD&A and section 3.0 of the MD&A section contained in the 2007 Financial Report. 2.2 Financial aspirations The 2012 Plan includes financial aspirations for the Company for the five- year period ending in 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, rolling targets that we aspire to achieve over the life of the 2012 Plan, based on the successful execution of our various initiatives.Financial aspirations 2012 Plan ------------------------------------------------------------------------- Same store sales (simple average of annual percentage growth, CTR stores only) 3% to 4% Gross operating revenue (compound annual growth rate) 6% to 8% Retail sales (compound annual growth rate) 6%+ Adjusted earnings per share(1) (compound annual growth rate) 10%+ After-tax return on invested capital (annual simple average) 10%+ ------------------------------------------------------------------------- (1) Excludes gains and losses on real estate and the net effect of securitization activities, gain on disposal/ redemption of investment and former CEO retirement obligation. 3.0 Our performance in 2008 3.1 Consolidated financial results ($ in millions except per share amounts) Q2 2008 Q2 2007(1) Change 2008 YTD 2007 YTD(1)Change ------------------------------------------------------------------------- Retail sales(2) $2,949.5 $2,835.1 4.0% $4,789.8 $4,641.4 3.2% Gross operating revenue 2,450.7 2,314.1 5.9% 4,276.0 4,051.8 5.5% EBITDA(3) 217.0 252.5 (14.1)% 391.5 396.9 (1.4)% Earnings before income taxes 144.7 188.5 (23.2)% 243.5 274.2 (11.2)% Effective tax rate 32.5% 35.0% 32.5% 35.0% Net earnings $ 97.7 $ 122.5 (20.3)% $ 164.4 $ 178.2 (7.8)% Basic earnings per share $ 1.20 $ 1.50 (20.3)% $ 2.02 $ 2.19 (7.8)% Adjusted basic earnings per share(3) $ 1.16 $ 1.35 (13.9)% $ 1.84 $ 2.06 (10.7)% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) 2007 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information. (2) Represents retail sales at CTR (which includes PartSource), Mark's corporate and franchise stores and Petroleum's sites. (3) See section 14.0 for non-GAAP measures. Highlights of top-line performance by business (year-over-year percentage change) Q2 2008 Q2 2007 ------------------------------------------------------------------------- CTR retail sales(1) 1.5% 3.8% CTR gross operating revenue 3.1% (0.1)% CTR net shipments 3.2% (0.5)% Mark's retail sales 5.3% 9.7% Petroleum retail sales 14.8% 9.7% Petroleum gasoline volume (litres) (1.8)% 4.6% Financial Services' credit card sales 5.0% 16.1% Financial Services' gross average receivables 6.8% 6.6% ------------------------------------------------------------------------- (1) Includes sales from Canadian Tire stores, PartSource stores and CTR's online web store and the labour portion of CTR's auto service sales.Gross operating revenue During the second quarter of 2008, consolidated gross operating revenue increased primarily due to higher shipment volume to Dealers, increased sales at Petroleum and receivables growth at Financial Services. Financial Services growth was driven by both increased transaction volume and higher account balances. Increased Petroleum revenues were a function of sustained higher retail gasoline prices as well as strong convenience store sales. Our retail businesses faced similar challenges as those that prevailed during the first quarter of the year due to the softening economic conditions affecting many retailers across Canada. Net earnings The second quarter year-over-year earnings decrease in CTR, Mark's and Financial Services was attributable to challenging economic conditions existing in Canada and unseasonably cool weather experienced in May and June of this year. This was partially offset by an increase in Petroleum earnings attributable to strengthening margins and strong convenience sales. The decrease in overall earnings also reflects a higher book to physical inventory adjustment at Mark's as compared with the prior year ($12.0 million pre-tax) and an investment to relaunch the Options MasterCard at Financial Services ($9.7 million pre-tax). Sales at CTR stores did begin to show improvement in June, however, and with more seasonal weather, this momentum has continued into the third quarter. Net earnings also decreased from the respective quarter in the prior year due to the impact of non-operating items, as noted below. Impact of non-operating items The following tables show our adjusted consolidated earnings on a pre-tax and after-tax basis.Adjusted consolidated earnings before income taxes(1) ($ in millions) Q2 2008 Q2 2007(2) Change 2008 YTD 2007 YTD(2)Change ------------------------------------------------------------------------- Earnings before income taxes $ 144.7 $ 188.5 (23.2)% $ 243.5 $ 274.2 (11.2)% Less pre-tax adjustment for: Gain on disposal of shares - 18.4 - 18.4 Former CEO retirement obligation(3) 0.5 (6.7) 0.9 (6.7) Net effect of securitization activities(4) 3.9 5.5 16.8 2.5 Gain (loss) on disposals of property and equipment - 2.2 3.7 1.6 ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 140.3 $ 169.1 (17.0)% $ 222.1 $ 258.4 (14.0)% ------------------------------------------------------------------------- (1) See section 14.0 on non-GAAP measures. (2) 2007 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information. (3) See section 3.3.1 on CTR's performance. (4) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment. Adjusted consolidated net earnings after tax(1) ($ in millions except per share amounts) Q2 2008 Q2 2007(2) Change YTD 2008 2007 YTD(2) Change ------------------------------------------------------------------------- Net earnings $ 97.7 $ 122.5 (20.3)% $ 164.4 $ 178.2 (7.8)% Less after-tax adjustment for: Gain on disposal of shares - 12.0 - 12.0 Former CEO retirement obligation 0.3 (4.4) 0.6 (4.4) Net effect of securitization activities(3) 2.7 3.6 11.4 1.6 Gain on disposals of property and equipment - 1.5 2.5 1.1 ------------------------------------------------------------------------- Adjusted net earnings after tax(1) $ 94.7 $ 109.8 (13.8)% $ 149.9 $ 167.9 (10.7)% ------------------------------------------------------------------------- Basic earnings per share $ 1.20 $ 1.50 (20.3)% $ 2.02 $ 2.19 (7.8)% Adjusted basic earnings per share(1) $ 1.16 $ 1.35 (13.9)% $ 1.84 $ 2.06 (10.7)% ------------------------------------------------------------------------- (1) See section 14.0 on non-GAAP measures. (2) 2007 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information. (3) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment.Seasonal impact The second quarter and fourth quarters of each year are typically when we experience stronger revenues and earnings in our retail businesses 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(1) ($ in millions except per share amounts) Q2 2008 Q1 2008 Q4 2007 Q3 2007 ------------------------------------------------------------------------- Gross operating revenue $2,450.7 $1,825.3 $2,503.1 $2,047.2 Net earnings 97.7 66.7 131.3 102.1 Basic earnings per share 1.20 0.82 1.61 1.25 Diluted earnings per share 1.20 0.82 1.61 1.25 ------------------------------------------------------------------------- ($ in millions except per share amounts) Q2 2007 Q1 2007 Q4 2006 Q3 2006 ------------------------------------------------------------------------- Gross operating revenue $2,314.1 $1,737.7 $2,426.1 $2,023.3 Net earnings 122.5 55.7 108.3 95.4 Basic earnings per share 1.50 0.68 1.33 1.17 Diluted earnings per share 1.50 0.68 1.32 1.16 ------------------------------------------------------------------------- (1) 2007 quarterly results have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information. 2006 results have not been restated as the information required to calculate the restatement on a quarterly basis is not readily available.Earnings guidance The Company is revising its earnings guidance for 2008 and expects that earnings per share for 2008 will now be in the range of $4.75 to $5.05 per share, excluding non-operating items. This is below Management's initial guidance of $5.15 to $5.40 per share, excluding non-operating items. The principal reasons for this change in forecast are: the book to physical inventory adjustment at Mark's; lower second quarter earnings at CTR and Mark's; and the higher on-hand CTR inventory at the end of the second quarter leading to increased carrying and clearance costs for the balance of the year.3.2 Business unit Q2 2008 performance overview ------------------------------------------------------------------------- Canadian Tire Retail Mark's Work Wearhouse ------------------------------------------------------------------------- Q2 2008 Performance highlights Q2 2008 Performance highlights - continued development of store - opened four corporate stores network, now with a total of and relocated two stores, four 473 stores including 222 of which are co-located with Concept 20/20 stores; a CTR store; - continued development of new - store network increased to 364 store concepts; and locations and increased total - replaced three and expanded retail space by approximately two traditional stores to the 10 percent over the second Concept 20/20 store format. quarter of 2007; - continued focus on Clothes That PartSource Q2 2008 performance Work campaign, with the highlights relaunch of two Clothes That Work technologies and the - converted three stores acquired introduction of two new in Q1 2008 to PartSource Clothes That Work items during banner; the quarter. - network growth to 75 stores including four hub stores; and - approximately eight percent increase in retail square footage. ------------------------------------------------------------------------- Canadian Tire Financial Services Petroleum ------------------------------------------------------------------------- Q2 2008 Performance highlights Q2 2008 Performance highlights - continued testing of the retail - growth of network to 267 gas banking initiative; bars and 260 convenience - invested $9.7 million in the stores; Canadian Tire Options MasterCard - refurbishment of one gas bar relaunch; and as part of the initiative to - continued increases in gross improve the overall customer average receivables for the experience at Petroleum's total managed portfolio. sites; and - improvement in earnings over the prior year, reflecting higher gasoline prices and margins during the quarter as well as effective expense management. -------------------------------------------------------------------------The following sections outlining the Company's business segment performance highlight the respective segments' achievements to date against key initiatives identified in the 2012 Strategic Plan. The initiatives have been divided into those contributing to building a "Bigger" Canadian Tire and those designed to create a "Better" Canadian Tire. In this context, "Bigger" is intended to convey the objective of achieving increased sales and market share primarily through network growth, new store concepts and new products. "Better" is intended to convey the objective of improved productivity, service levels and rates of return. 3.3 Business segment performance 3.3.1 Canadian Tire Retail 3.3.1.1 Q2 2008 Strategic Plan performance The following outlines CTR's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.------------------------------------------------------------------------- Initiatives to build a "BIGGER" Canadian Tire ------------------------------------------------------------------------- New store concept program Concept 20/20 has been the cornerstone of CTR's growth agenda since 2003. Based on the results from the Concept 20/20 stores opened to date, CTR is developing the next new store concepts which are designed to build on the successes of the Concept 20/20 store with a greater focus on improving sales and productivity. Plans for 2008 include opening two of the new concept "smart" stores that will have the same focus of improving sales and productivity, as well as providing a more exciting customer experience, and four new stores with the further goal of expanding our presence in smaller markets. ------------------------------------------------------------------------- 2008 Key initiatives 2008 Performance ------------------------------------------------------------------------- CTR's strategy for the continued Second quarter rollout of new concept stores including our existing Concept CTR opened 27 new stores in the 20/20 stores, new small market quarter including five replacement concept and new "smart" concept stores, 21 retrofit or expansion stores is an important aspect of projects and one store that is new the 2012 Plan. to the network. Four of the stores opened in the quarter incorporate a full-size Mark's store inside. In addition, one traditional store was closed during the quarter. The store network now totals 473 stores, 37 of which include a Mark's component. ------------------------------------------------------------------------- Customers for Life Canadian Tire is committed to building customer loyalty through fostering a positive, consistent and memorable customer experience. During 2007, Canadian Tire began working on a new strategic model for the organization that will lead to a stronger focus on customer service and improvements in generating Customers for Life. ------------------------------------------------------------------------- 2008 Key initiatives 2008 Performance ------------------------------------------------------------------------- CTR is committed to generating Second quarter consistent and coherent customer service measures, tracking and The Customer Satisfaction Index performance. (CSI) was successfully developed, piloted and rolled out in 2007. The collecting of data for 2008 continued as planned completing approximately half of the data gathering for the year. The Dealer relations team has also continued working with the Canadian Tire Dealers Association to address issues that will improve the overall process and survey results. ------------------------------------------------------------------------- ------------------------------------------------------------------------- PartSource network expansion PartSource will continue its expansion into new markets through a combination of 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. ------------------------------------------------------------------------- 2008 Key initiatives 2008 Performance ------------------------------------------------------------------------- Key initiatives for PartSource Second quarter include building CTR as a new commercial account for emergency During the quarter, PartSource made shipments, updating the significant progress on building organizational structure, testing the CTR commercial account and is new operating systems and launching now used by 148 Canadian Tire a new auto parts catalogue. stores for emergency auto parts. Progress on this initiative will continue building throughout the year. PartSource opened one new corporate store and converted three acquired stores to the PartSource brand during the quarter. This brings the network total to 75 stores, including four hub stores. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Initiatives to build a "BETTER" Canadian Tire ------------------------------------------------------------------------- Automotive Infrastructure initiative CTR has made revitalizing its cornerstone automotive business a key priority over the 2012 Plan period and began to roll out Phase One of this project in 2007 through opening two PartSource hub stores. Regional hub stores are larger than traditional PartSource stores and are designed to provide a broader assortment of automotive parts to service both Canadian Tire and PartSource customers on an as needed basis. This investment over the next five to seven years will be directed at increasing auto parts sales and generating a high rate of return for the project, and will benefit the Company and our Dealers. ------------------------------------------------------------------------- 2008 Key initiatives 2008 Performance ------------------------------------------------------------------------- The Automotive Infrastructure Second quarter initiative will be an important factor in CTR's future growth and Progress on Phase One of the will involve significant investment Automotive Infrastructure in fixed assets and working capital initiative continued in the and a redesign of key technology second quarter as follows: solutions. Emergency supply implementation: - Opened fourth PartSource hub store in Kitchener, Ontario; and - 363 Canadian Tire stores have signed up with their local Uni Select representative. Corporate assortment expansion: - Enabled activation of seven digit product numbers within corporate systems; and - Continued modifications and integration testing of warehouse management system in the Vaughan facility. Enabling technologies: - Continued progress on business process, system analysis and design work; and - Signed interim agreements with software vendors to secure licenses and professional services for analysis and design work. ------------------------------------------------------------------------- ------------------------------------------------------------------------- CTR Change program During 2007, CTR began to implement its multi-year productivity effort with projects designed to overhaul and upgrade internal processes and IT systems. As the benefits of these projects begin to unfold, we will be able to make faster and better decisions and improve our agility and speed to market. ------------------------------------------------------------------------- 2008 Key initiatives 2008 Performance ------------------------------------------------------------------------- CTR will implement productivity/ Second quarter control initiatives in the areas of pricing and product hierarchy Progress made on the CTR change to streamline and strengthen program in the second quarter operations and improve included: organizational structures and efficiencies. - implemented new pricing system across merchandising division; - implemented Master Data Management infrastructure for CTR's core data; - finalized scope for new promotional planning system; began work on design; and - began work on vendor management capability. ------------------------------------------------------------------------- 3.3.1.2 Key performance indicators The following are key measures of CTR's sales productivity: - total same store sales growth; - average retail sales per store; - average sales per square foot of retail space; and - average transaction value CTR total retail and same store sales (year-over-year percentage change) Q2 2008 Q2 2007 2008 YTD 2007 YTD ------------------------------------------------------------------------- Total retail sales(1) 1.5% 3.8% 0.3% 3.5% Same store sales(2) (0.5)% 1.7% (1.8)% 1.5% ------------------------------------------------------------------------- (1) Includes sales from Canadian Tire and PartSource stores, sales from CTR's online web store and the labour portion of CTR's auto service sales. (2) Includes sales from Canadian Tire and PartSource stores, but excludes sales from CTR's online web store and the labour portion of CTR's auto service sales. ------------------------------------------------------------------------- CTR's retail sales Retail sales represent total merchandise sold at retail prices and the labour portion of automotive sales to consumers across CTR's network of stores, including CTR's online web store and PartSource. ------------------------------------------------------------------------- CTR same store sales by store format (year-over-year percentage change) Q2 2008 Q2 2007 2008 YTD 2007 YTD ------------------------------------------------------------------------- Same store sales(1) Concept 20/20 stores 0.1% 4.4% (0.9)% 5.0% New-format stores (1.2)% (0.3)% (2.8)% (0.8)% Traditional stores (1.1)% (0.8)% (2.6)% (0.9)% ------------------------------------------------------------------------- (1) Excludes sales from PartSource stores, CTR's online web store and the labour portion of CTR's auto service sales. ------------------------------------------------------------------------- ------------------------------------------------------------------------- CTR's same store sales Same store sales include sales from all stores that have been open for more than 53 weeks. ------------------------------------------------------------------------- ------------------------------------------------------------------------- As our store network continues to evolve, we will be introducing new store formats into our store class categories. In this 2008 second quarter MD&A, we continue to report three separate classes of stores, defined as follows: ------------------------------------------------------------------------- Concept 20/20 store New-format store Traditional store format format format (mid 2003 to 2008) (1994 to mid 2003) (1994 and prior) Average retail Average retail Average retail square footage: square footage: square footage: 54,000 31,000 16,000 ------------------------------------------------------------------------- Larger format launched Large format, including Smaller than either the in September 2003, "Class Of" and "Next new-format or Concept ranging in size from Generation" stores, 20/20 stores on 24,000 to 89,000 ranging in size from average. Traditional square feet (excluding 16,000 to 66,000 stores are the Mark's component of square feet, most of characterized by varied Mark's-inside-a-CTR which were opened sizes and layouts. store). between 1994 and mid Traditional stores make Concept 20/20 stores 2003. New-format stores up approximately seven make up approximately make up approximately percent of the retail 65 percent of the 28 percent of the square footage in the retail square footage retail square footage network. of the network. in the network. This See section 3.3.1.1, Q2 format immediately 2008 Strategic Plan preceded the Concept performance for more 20/20 format. information on the Concept 20/20 rollout. ------------------------------------------------------------------------- Concept 20/20 stores represented approximately 65 percent of CTR's retail square footage and 56 percent of total retail sales in the second quarter of 2008. CTR store count Q2 2008 2007 2006 2005 2004 ------------------------------------------------------------------------- Concept 20/20 stores(1) 222 192 126 53 25 New-format stores(2) 168 189 237 292 302 Traditional stores 83 92 105 117 130 ------------------------------------------------------------------------- Total new-format, traditional and Concept 20/20 stores 473 473 468 462 457 PartSource stores 75 71 63 57 47 ------------------------------------------------------------------------- (1) Concept 20/20 store total in 2008 count includes six Concept 20/20 Mark's-inside-a-CTR concept stores which have been opened in pilot phase and 28 CTR-Mark's combination Concept 20/20 stores. (2) New-format store total in 2008 includes three CTR-Mark's combination stores. CTR continues to expand and retrofit its' store network with a focus on converting older format stores to the new formats. The Concept 20/20 store format will be completed by the end of 2008 and new formats consistent with the goals of the 2012 Plan will be piloted in 2008 and rolled out in subsequent years. Average retail sales per Canadian Tire store(1),(2) For the 12 months For the 12 months ($ in millions) ended June 28, 2008 ended June 30, 2007 ------------------------------------------------------------------------- Concept 20/20 stores $ 19.2 $ 19.8 New-format stores 13.5 13.8 Traditional stores 7.8 8.1 ------------------------------------------------------------------------- (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.Concept 20/20 stores experience higher customer traffic and increases in average transaction value compared to previous store formats as customers spend more time browsing in these stores.Average sales per square foot of Canadian Tire retail space(1),(2),(3) For the 12 For the 12 months ended, months ended, June 28, 2008 June 30, 2007 ------------------------------------------------------------------------- Retail square footage(1),(3) (millions of square feet) 18.4 17.0 Concept 20/20 stores(2),(3) $ 365 $ 377 New-format stores(2),(3) 435 446 Traditional stores(2),(3) 494 510 ------------------------------------------------------------------------- (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 current 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.The two tables above show a year-over-year decrease in retail sales per store and retail sales per square foot. The decrease is partially due to the significant number of new-format and Concept 20/20 stores that are excluded from the calculation as they have not been open, in that format, for a period of two years. Once the stores have been open for two years, they are included once again in the average sales metrics. Average sales per square foot of retail space in the larger store formats are lower than in traditional stores because additional space is designed to display more merchandise, accommodate wider aisles, include more appealing product displays and provide a more compelling shopping experience overall. The larger Concept 20/20 stores and new-format stores do however, on average, generate more total sales and have a lower operating cost for Dealers per retail square foot. CTR retail sales Second quarter CTR's second quarter retail sales increased 1.5 percent over the same quarter of 2007. The increase was a result of increased home category sales, including tools, and promotional strategies utilized during the quarter. Retail sales were also positively affected by additional shopping days in the second quarter of 2008 relative to the prior year as the Easter weekend fell in the first quarter of this year. Retail sales were negatively impacted by unfavourable spring weather conditions resulting in a decline in sales of seasonal and weather related categories. Sales trends in June and July have, however, improved on the strength of the new summer 2008 seasonal programs, a more competitive pricing strategy and the arrival of warmer weather throughout Canada. PartSource experienced another quarter of year-over-year sales increases driven by both the continued expansion of the network and growth in the commercial customer segment. In addition, PartSource shipments to Dealers continue to increase as components of the Automotive Infrastructure initiative project are rolled out.3.3.1.3 CTR's financial results ($ in millions) Q2 2008 Q2 2007(1) Change 2008 YTD 2007 YTD(1) Change ------------------------------------------------------------------------- Retail sales $2,174.5 $2,141.9 1.5% $3,393.3 $3,384.4 0.3% Net shipments (year-over-year % change) 3.2% (0.5)% 1.8% 3.9% Gross operating revenue $1,562.1 $1,514.9 3.1% $2,633.4 $2,585.8 1.8% EBITDA(2) 143.1 139.9 2.3% 245.2 228.2 7.5% ------------------------------------------------------------------------- Earnings before income taxes 85.0 88.5 (4.1)% 128.6 126.5 1.7% Less adjustment for: Gain on disposals of property and equipment 0.1 3.7 4.0 3.7 Former CEO retirement obligation 0.5 (6.7) 0.9 (6.7) ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $ 84.4 $ 91.5 (7.9)% $ 123.7 $ 129.5 (4.5)% ------------------------------------------------------------------------- (1) 2007 earnings figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. Please refer to section 13.1 for additional information. (2) See section 14.0 on non-GAAP measures. CTR's net shipments ------------------------------------------------------------------------- CTR's net shipments are the total value of merchandise shipped to Canadian Tire and PartSource stores, and through our online web store, less discounts and net of returns. Shipments to stores are recorded at the wholesale price that we charge to our Dealers and PartSource franchisees. -------------------------------------------------------------------------Explanation of CTR's financial results Second quarter For the quarter, gross operating revenue increased compared to the second quarter of 2007, primarily as a result of higher net shipments. Despite increased revenues, adjusted pre-tax earnings in CTR decreased 7.9 percent in the second quarter principally due to a decline in product margins. Margins were affected by aggressive promotional activity and product mix. Second quarter earnings also included an incremental $5.9 million of pre- tax net expenses in long-term productivity and growth initiatives, including the Automotive Infrastructure initiative and Information Technology Renewal, which will provide long-term benefits. 3.3.1.4 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. The following are some of the business risks specific to CTR's retail and other operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business. Supply chain disruption risk An increasing portion of CTR's product assortment is being sourced from foreign suppliers, lengthening the supply chain and extending the time between order and delivery to CTR's warehouses. Accordingly, CTR is exposed to potential supply chain disruptions due to foreign supplier failures, geopolitical risk, labour disruption or insufficient capacity at ports, and risks of delays or loss of inventory in transit. The Company mitigates this risk through effective supplier selection and procurement practices, strong relationships with transportation companies, port and other shipping authorities, supplemented by marine insurance coverage. CTR has demonstrated its ability to mitigate this risk in the past. Seasonality risk CTR derives a significant amount of its revenues from the sale of seasonal merchandise and, accordingly, bears a degree of risk from unseasonable weather patterns. CTR mitigates this risk, to the extent possible, through the breadth of our product mix as well as effective procurement and inventory management practices. Environmental risk Environmental risk within CTR is primarily associated with the handling and recycling of certain materials, such as tires, paint, oil and lawn chemicals, sold in Canadian Tire and PartSource stores. The Company has established and follows comprehensive environmental policies and practices to avoid a negative impact on the environment, protect CTR's reputation and comply with environmental laws. 3.3.2 Mark's Work Wearhouse 3.3.2.1 Q2 2008 Strategic Plan performance The following outlines Mark's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.------------------------------------------------------------------------- Initiatives to build a "BIGGER" Canadian Tire ------------------------------------------------------------------------- Network expansion A critical aspect of Mark's growth plan revolves around its objective of capturing an increasingly significant share of overall apparel sales in each geographic market in which Mark's competes. To increase Mark's market presence, the Company plans to continue with its aggressive goal of expanding the network of Mark's stores. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- Mark's will continue network Second quarter development through opening new stores, relocating or expanding - opened four new stores, existing stores and renovating three of which are older stores to the newest Mark's co-located inside a CTR format. store; - expanded one corporate store; and - relocated two corporate stores, one of which is co-located inside a CTR store. Mark's total retail square footage at the end of the quarter was 3.1 million square feet. ------------------------------------------------------------------------- New store concepts In addition to adding incremental stores to the total network, Mark's is in the process of developing new store concepts that will be rolled out over the Plan period. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- Mark's will continue to expand the Second quarter store network by developing new and innovative ways to bring Clothes Mark's relocated one new That Work to consumers across the Mark's-inside-a-CTR store country, resulting in an increased (included in total above). physical presence across the geographic regions of Canada. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Initiatives to build a "BETTER" Canadian Tire ------------------------------------------------------------------------- Category expansion Mark's has set aggressive growth goals for the 2012 Plan period which will be supported by its plans for category expansion in its three major product lines. Although growth was modest in 2007 and the first half of 2008, women's wear is still expected to be the fastest growing segment of the business over the plan period as it is the least developed of the Mark's main category lines. Improvements in the product assortment in the women's wear category are expected to bring continued growth during the Plan period. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- In 2008, Mark's will continue to Second quarter - corporate sales expand its product assortment in the three main categories of - sales of industrial wear apparel and footwear with a focus increased by 14.4 percent; on the Clothes That Work campaign. - sales of women's wear increased by 4.5 percent; and - sales of men's wear increased by 2.2 percent. Mark's continued to focus on the Clothes That Work campaign with the relaunch of two Clothes That Work technologies and the introduction of two new Clothes That Work items, including one new women's wear item. ------------------------------------------------------------------------- 3.3.2.2 Key performance indicators The following are key performance indicators for Mark's: - retail and same store sales growth; - average sales per corporate store; and - average sales per square foot of retail space Mark's retail and same store sales growth (year-over-year percentage change) Q2 2008 Q2 2007 2008 YTD 2007 YTD ------------------------------------------------------------------------- Total retail sales 5.3% 9.7% 1.5% 13.0% Same store sales(1) 0.9% 6.9% (2.8)% 10.6% ------------------------------------------------------------------------- (1) Mark's same store sales excludes new stores, stores not open for the full period in each year and store closures. ------------------------------------------------------------------------- Mark's retail sales Mark's retail sales represent total merchandise sales to consumers and business-to-business customers, net of returns, across Mark's entire network of stores, fulfillment centres and Mark's online web store recorded at retail prices. -------------------------------------------------------------------------Second quarter Mark's retail sales during the second quarter of 2008 were impacted by the continued softening of retail and economic conditions experienced across many parts of Canada. Despite these factors, retail sales increased 5.3 percent due to expansion in the store network. Same store sales growth increased a modest 0.9 percent compared to the second quarter of 2007, which had experienced strong same store sales results at that time, due to more favourable weather and economic conditions compared to those that prevailed in the second quarter of 2008. Men's industrial footwear and men's workwear demonstrated the largest dollar sales increases in corporate store sales in the second quarter.Average corporate store sales(1) For the For the For the 12 months 12 months 12 months ended, ended, ended, June 28, June 30, July 1, 2008 2007 2006 ------------------------------------------------------------------------- Average retail sales per store ($ thousands)(2) $ 2,735 $ 2,867 $ 2,526 Average sales per square foot ($)(3) 323 347 322 ------------------------------------------------------------------------- (1) Calculated on a rolling 12-month basis. (2) Average retail sales per corporate store include corporate stores that have been open for 12 months or more. (3) Average sales per square foot is based on sales from corporate stores. We have prorated square footage for corporate stores that have been open for less than 12 months. Mark's continues to focus on productivity at its stores. Due to the softening retail environment in Canada during the second quarter of 2008, there was a decrease in average sales per store and average sales per square foot, but this followed strong 13.5 percent and 7.8 percent year-over-year increases in those respective measures in the second quarter of 2007 over the second quarter of 2006 due to the factors noted above. 3.3.2.3 Mark's financial results ($ in millions) Q2 2008 Q2 2007(1) Change 2008 YTD 2007 YTD(1) Change ------------------------------------------------------------------------- Retail sales(2) $ 233.1 $ 221.3 5.3% $ 405.6 $ 399.7 1.5% Gross operating revenue(3) 200.6 187.2 7.2% 348.1 339.3 2.6% EBITDA(4) 14.7 30.2 (51.5)% 17.7 34.7 (49.3)% ------------------------------------------------------------------------- Earnings before income taxes 7.9 25.0 (68.4)% 4.5 24.8 (81.9)% Less adjustment for: Loss on disposals of property and equipment (0.1) (0.3) (0.1) (0.6) ------------------------------------------------------------------------- Adjusted earnings before income taxes(4) $ 8.0 $ 25.3 (68.5)% $ 4.6 $ 25.4 (82.0)% ------------------------------------------------------------------------- (1) Mark's 2007 results have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - inventories. Please refer to section 13.1 for additional information. (2) Includes retail sales from corporate and franchise stores. (3) Gross operating revenue includes retail sales at corporate stores only. (4) See section 14.0 on non-GAAP measures.Explanation of Mark's financial results Second quarter Mark's pre-tax earnings decreased in the second quarter of 2008 primarily as a result of the decrease in gross margin attributable to a larger than anticipated book to physical inventory adjustment during the annual store inventory count ($12.0 million higher than the previous year). Operating expenses increased by 18.5 percent over the second quarter of 2007, largely attributable to higher personnel, advertising, occupancy and infrastructure investments to support the growth in the store network. 3.3.2.4 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. The following are some of the business risks specific to Mark's. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry and Company-wide risks affecting the business. Seasonality risk Mark's business remains very seasonal, with the fourth quarter typically producing the largest share of annual sales and earnings due to the general increase in consumer spending for winter clothing and Christmas related purchases. In 2007, for example, the fourth quarter produced about 40 percent of total annual retail sales and prior to the adoption of CICA HB 3031 - Inventories, approximately 54 percent of annual pre-tax earnings. With the adoption of CICA HB 3031 - Inventories, an even higher percentage of Mark's annual pre-tax earnings are expected to occur in the fourth quarter. Detailed sales reporting and merchandise planning modules assist Mark's in mitigating the risks and uncertainties associated with unseasonable weather and consumer behaviour during the important Christmas selling season, but cannot remove risks completely because inventory orders, especially for a significant portion of merchandise purchased off-shore, must be placed well ahead of the season. Market obsolescence risk All clothing retailers are exposed, to varying degrees, to the vagaries of consumers' fashion preferences. Mark's mitigates this risk through its brand positioning, consumer preference monitoring, demand forecasting and merchandise selection efforts. Mark's specifically targets consumers of durable everyday wear and is less exposed to changing fashions than apparel retailers offering high-fashion apparel and accessories. 3.3.3 Canadian Tire Petroleum 3.3.3.1 Q2 2008 Strategic Plan performance Petroleum plays a strategic role in increasing customer loyalty and driving traffic and transactions for CTR and Financial Services. Petroleum increases Canadian Tire's total value proposition by offering Canadian Tire 'Money' loyalty rewards on gas purchases paid for in cash or by Canadian Tire's Options MasterCard. Petroleum also supports other cross-marketing promotions and joint product launches, such as Canadian Tire's Gas Advantage MasterCard, which has gained wide popularity since its introduction in Ontario in mid-2006. Customers who have a Canadian Tire MasterCard and purchase gas at Petroleum are Canadian Tire's most loyal and profitable customers. The following outlines Petroleum's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.------------------------------------------------------------------------- Initiatives to build a "BIGGER" Canadian Tire ------------------------------------------------------------------------- Network renewal and new store concept Petroleum's business is an integral part of the Canadian Tire organization as customers that use Petroleum's gas bars drive sales and traffic to our other business units. Over the 2012 Plan period, Petroleum will continue to develop its real estate plan, focusing on introducing new store concepts into its existing network of locations, while continuing to focus on renewing its current sites. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- In 2008, Petroleum will continue to Second quarter strengthen the existing network by opening new sites and refurbishing - opened one new gas bar; and or rebuilding existing sites. - refurbished one gas bar. At the end of the quarter, Petroleum had 267 gas bars, including 42 re-branded sites. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Initiatives to build a "BETTER" Canadian Tire ------------------------------------------------------------------------- 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 in the process of enhancing its interrelatedness strategy to further extend its marketing leverage across the Company. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- In 2008, Petroleum will Second quarter aggressively seek out additional cross-marketing opportunities to - issued multiplier coupons that further leverage its increase the Canadian Tire interrelatedness strategy to drive 'Money' offered on gas customer traffic, transactions, purchases paid for in cash or customer loyalty and earnings across by Canadian Tire Options the enterprise. MasterCard; - offered discount coupons on Canadian Tire merchandise with the purchase of gas; and - sold car wash vouchers at CTR stores. ------------------------------------------------------------------------- 3.3.3.2 Key performance indicators Gasoline sales volume is a 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 Q2 2008 Q2 2007 Change 2008 YTD 2007 YTD Change ------------------------------------------------------------------------- Sales volume (millions of litres) 429.6 437.4 (1.8)% 843.4 852.7 (1.1)% -------------------------------------------------------------------------Petroleum has continued to grow its market share over the past couple of years in a mature market where gas prices are at historically high levels, largely due to our loyalty program, customer service experience at our gas bars and an increased combined penetration rate on our Canadian Tire Options MasterCard and the Gas Advantage MasterCard. Gasoline sales volumes during the quarter were down slightly due to lower same site sales, partially offset by increases in new site openings. On a same site basis, our gasoline volume decreased by 2.6 percent in the quarter, which was principally due to a year- over-year increase in average retail gas prices of approximately 18 percent and a softening economic environment.Petroleum's convenience and car wash sales (year-over-year percentage change) Q2 2008 Q2 2007 2008 YTD 2007 YTD ------------------------------------------------------------------------- Total retail sales Convenience store sales 5.0% 18.0% 8.0% 17.5% Car wash sales (8.6)% 20.8% (17.2)% 20.8% ------------------------------------------------------------------------- Same store sales Convenience 3.5% 13.2% 6.4% 12.9% Car wash (8.5)% 17.7% (17.4)% 17.4% ------------------------------------------------------------------------- Convenience store sales in the second quarter of 2008 increased as a result of new site openings and increases in tobacco and lottery sales. The decline in car wash sales is largely attributable to the impact of high gasoline prices and softening economic conditions experienced in the second quarter of 2008 compared to the previous year. 3.3.3.3 Petroleum's financial results ($ in millions) Q2 2008 Q2 2007 Change 2008 YTD 2007 YTD Change ------------------------------------------------------------------------- Retail sales $ 541.9 $ 471.9 14.8% $ 990.9 $ 857.3 15.6% Gross operating revenue 514.8 445.6 15.5% 937.6 808.4 16.0% EBITDA(1) 12.1 10.5 16.2% 21.1 17.0 24.7% ------------------------------------------------------------------------- Earnings before income taxes 8.0 6.4 27.2% 13.0 8.9 47.1% Less adjustment for: Loss on disposals of property and equipment - (1.1) (0.2) (1.3) ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 8.0 $ 7.5 9.8% $ 13.2 $ 10.2 30.6% ------------------------------------------------------------------------- (1) See section 14.0 on non-GAAP measures.------------------------------------------------------------------------- Petroleum's retail sales Retail sales include the sales of gasoline at Petroleum's entire network of petroleum sites recorded at retail pump prices, including re-branded sites, 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 sites, propane and Pit Stop sites, all of which we record at retail selling prices. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Gasoline pricing Petroleum maintains long-term wholesale agreements with major refiners to source competitively priced gasoline across Canada. This fuel is then sold through Petroleum retail locations at market prices. ------------------------------------------------------------------------- Explanation of Petroleum's financial results Second quarter Higher and more stable gasoline margins and an increase in convenience store sales, partially offset by lower gasoline volumes, contributed to Petroleum's revenue growth in the second quarter. Average retail gasoline prices during the second quarter of 2008 increased by approximately 18 percent over the second quarter of 2007, driving the increased revenue. Increased gasoline margins were the major factor that contributed to Petroleum's positive earnings performance during the quarter combined with effective expense management. Petroleum incurred $0.6 million in environmental expenses in the second quarter related to clean-up costs associated with certain site closures compared to $1.8 million incurred in the second quarter of 2007. 3.3.3.4 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. The following are some of the business risks specific to Petroleum's operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks. Commodity price and disruption risk The operating performance of petroleum retailers can be affected by fluctuations in the commodity cost of oil. The wholesale price of gasoline is subject to global oil price supply and demand conditions, which are increasingly a function of rising demand from fast-developing countries such as India and China, political instability in the Middle East, potential supply chain disruptions from natural and human-caused disasters, as well as commodity speculation. To mitigate this risk to profitability, Petroleum tightly controls its operating costs and enters into long-term gasoline purchase arrangements with integrated gasoline wholesalers. Environmental risk Environmental risk within Petroleum is primarily associated with the handling of gasoline, oil and propane. Environmental contamination, if not prevented or remediated, could result in fines and sanctions and damage our reputation. Petroleum mitigates its environmental risks through a comprehensive regulatory compliance program, which involves environmental investigations, as required, and the remediation of any contaminated sites in a timely manner. Petroleum also carries environmental insurance coverage. 3.3.4 Canadian Tire Financial Services 3.3.4.1 Q2 2008 Strategic Plan performance The following outlines Financial Services' performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.------------------------------------------------------------------------- Initiatives to build a "BIGGER" Canadian Tire ------------------------------------------------------------------------- Total managed portfolio of loans receivable (credit card, personal and line of credit loans) Financial Services plans to grow its portfolio through increases in average balances, new account acquisition, the introduction of new credit cards and continued testing of the personal loan portfolio. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- For 2008, Financial Services has Second quarter targeted increasing gross average credit card receivables and the Gross average loans receivable number of accounts carrying a were $3.8 billion in the second balance and growing its total quarter. The growth reflects a managed portfolio as key 6.5 percent increase in the initiatives. average account balance and a 0.3 percent increase in the In addition, Financial Services number of accounts carrying a is planning a major relaunch of balance. the Canadian Tire Options MasterCard in 2008. During the quarter Financial Services continued the rollout of new cards for the relaunch of the Canadian Tire Options MasterCard. ------------------------------------------------------------------------- Retail banking Financial Services began offering retail banking products in two pilot markets in October 2006, including high interest savings accounts, guaranteed investment certificates and residential mortgages. In 2007, the pilot was expanded to include a third market in Ontario along with the launch of the Canadian Tire One-and-Only account. The retail banking business leverages the trust and credibility Canadian Tire has earned over the last 40 years providing financial services to millions of customers. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- Financial Services' retail banking Second quarter plans include increasing the ending mortgage portfolio balance Financial Services had accumulated and deposit balances. over $180 million in deposits and approximately $67 million in Financial Services will incur mortgages as at the end of the approximately $28 million in net second quarter of 2008. expenses associated with the marketing and operations of the Financial Services incurred retail banking initiative in 2008. $6.6 million in net expenses associated with the marketing and operation of the retail banking initiative during the second quarter of 2008. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Initiatives to build a "BETTER" Canadian Tire ------------------------------------------------------------------------- Insurance and other ancillary products Financial Services plans to enhance its insurance and warranty product offering to credit card customers. Revenues from insurance and warranty products have increased significantly in the last five years through direct marketing to Canadian Tire's growing base of customers. ------------------------------------------------------------------------- 2008 Key initiatives Q2 2008 Performance ------------------------------------------------------------------------- Financial Services plans to Revenues from insurance and increase revenues from insurance warranty products increased and warranty products during 2008. 6.6 percent in the second quarter on a comparable basis year-over-year. ------------------------------------------------------------------------- 3.3.4.2 Key performance indicators The following are key indicators of Financial Services' performance: - size of the total managed portfolio - profitability of the portfolio - quality of the portfolio Financial Services' total managed portfolio of loans receivable ($ in millions, except where noted) Q2 2008 Q2 2007 Change 2008 YTD 2007 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,861 1,855 0.3% 1,855 1,850 0.3% Average account balance ($) $ 2,066 $ 1,940 6.5% $ 2,069 $ 1,924 7.5% Gross average receivables (GAR) 3,844.9 3,599.6 6.8% 3,838.3 3,558.8 7.9% Total managed portfolio (end of period) 3,926.7 3,704.3 6.0% Net managed portfolio (end of period) 3,830.2 3,618.5 5.9% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net managed portfolio Financial Services' net managed portfolio is the total value, after allowances, of loans receivable including credit card, personal, line of credit and mortgage loans. -------------------------------------------------------------------------Financial Services' gross average receivables were up in the second quarter, due primarily to marketing programs designed to increase average balances and increases in our retail banking accounts. The continued success of the Gas Advantage MasterCard in Ontario contributed to the increase in total portfolio growth, offset by a decline in personal loan accounts. During the quarter, Financial Services announced that it will be expanding the Gas Advantage MasterCard offering to other provinces in Canada, beginning on July 1, 2008. In May 2008, Financial Services re-purchased the securitized portfolio of personal loan receivables of $43.7 million. The portfolio balance has been included in our Consolidated Balance Sheet. Financial Services' future growth will be driven by increases in average account balances, modest increases in new accounts and the introduction of new credit card and insurance products. Management regards new retail banking products as another high-potential channel for growth in the longer term. Approximately 2.6 million cards were issued as part of the Options MasterCard relaunch resulting in an investment of $9.7 million this quarter. The relaunch is expected to increase sales by approximately 2.0 percent and return the net investment in 12 to 18 months.Gross average receivables ------------------------------------------------------------------------- GAR is the monthly average of Financial Services' loans receivable averaged over a specified period of time. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Securitization of loans receivable Securitization is the process by which interests in financial assets are sold to a third party. Financial Services routinely securitizes credit card loans receivable by selling an interest in those assets to trusts involved in the business of handling receivables portfolios. In the case of credit card loans, co-ownership interests are sold to Glacier Credit Card Trust® (GCCT). Financial Services records these securitization transactions as a sale, and as a result, these assets are not included on the Company's Consolidated Balance Sheet, but are included in our total managed portfolio of loans receivable. Financial Services has traditionally securitized between 70 percent and 80 percent of loans receivable on an ongoing basis. ------------------------------------------------------------------------- Financial Services' portfolio of credit card loans receivable ($ in millions, except where noted) Q2 2008 Q2 2007 Change 2008 YTD 2007 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,823 1,816 0.4% 1,816 1,810 0.3% Average account balance ($) $ 1,994 $ 1,872 6.5% $ 1,999 $ 1,850 8.0% Gross average receivables 3,636.0 3,400.4 6.9% 3,630.7 3,349.5 8.4% Total managed portfolio (end of period) 3,710.7 3,514.0 5.6% ------------------------------------------------------------------------- Gross average credit card loans receivable grew 6.9 percent to $3.6 billion at the end of the quarter primarily due to a 6.5 percent increase in the average account balance during the quarter compared to the previous year. The increase in average account balances is largely a result of marketing programs designed to increase average balances. 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) Q2 2008 Q2 2007 Q2 2006 ------------------------------------------------------------------------- Total revenue as a % of GAR(2) 24.41% 24.88% 25.10% Gross margin as a % of GAR(2) 12.47% 13.13% 13.17% Operating expenses as a % of GAR(3) 7.89% 7.77% 8.10% Return on average total managed portfolio(2),(3),(4) 4.58% 5.36% 5.07% ------------------------------------------------------------------------- (1) Figures are calculated on a rolling 12-month basis and comprise the total managed portfolio of loans receivable. (2) Excludes the net effect of securitization activities and gain on disposal/redemption of investment. (3) Excludes the impact of the modification to the stock option agreements in the fourth quarter of 2006. (4) Return is calculated as earnings before taxes as a percentage of GAR. The decline in the return on the total managed portfolio is principally due to the expenses incurred for the Options MasterCard relaunch. ------------------------------------------------------------------------- Gross margin Gross margin is Financial Services' total revenue less direct expenses associated with credit card, personal, line of credit and mortgage loans and insurance and warranty products. The most significant direct expenses are the provision for credit losses associated with the credit card, personal loan and line of credit portfolios, the loyalty program and interest expense. -------------------------------------------------------------------------Financial Services' MasterCard accounts provide increased earnings potential through cross-selling of balance-based insurance products and other financial services being offered by Financial Services. As Financial Services introduces lower rate credit cards and other loans receivable, the reduction in revenue and gross margin as a percentage of gross average receivables will be offset by continued growth in loans receivable, higher sales of insurance and warranty products and ongoing improvements in the operating expense ratio. As part of the strategic planning process, management set a long-term goal of managing Financial Services' pre-tax return on the average total managed portfolio in the target range of 4.5 to 5.0 percent. As shown in the table above, Financial Services has met or exceeded this target in the second quarters of 2006, 2007 and 2008.Portfolio quality Q2 2008 Q2 2007 Q2 2006 ------------------------------------------------------------------------- Net write-off rate (rolling 12-month basis) 5.98% 5.89% 5.95% Account balances less than 30 days overdue at end of period 96.43% 96.57% 96.39% Allowance rate 2.46% 2.32% 2.47% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net write-offs Net write-offs represent account balances that have been written off, net of collections of amounts previously written off. Net write-off rate is the net write-offs expressed as a percentage of gross average receivables in a given period. -------------------------------------------------------------------------Financial Services' net write-off rate was 5.98 percent in the second quarter of 2008, an increase of nine basis points over the same period of the previous year. Financial Services' net-write-off rate for the credit card portfolio on a rolling 12-month basis was 5.96 percent compared to 5.79 percent in the 2007 period. Despite more challenging economic conditions, Financial Services continues to manage the write-off rate within the previously stated target range of 5.0 to 6.0 percent. ------------------------------------------------------------------------- Allowance The allowance is determined using historical loss experience of account balances based on the aging and arrears status, with certain adjustments for other relevant circumstances influencing the recoverability of the loans. ------------------------------------------------------------------------- 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, as well as changes caused by adjustments to collection strategies. The increase in the allowance rate compared to the second quarter of 2007 is due to a modest deterioration in the credit card portfolio aging, challenging economic conditions and the impact of changes in collection practices in 2007. Aging of the credit card portfolio, while above last year's level, is equivalent to the level of aging in the same period in 2006.3.3.4.3 Financial Services' financial results ($ in millions) Q2 2008 Q2 2007 Change 2008 YTD 2007 YTD Change ------------------------------------------------------------------------- Gross operating revenue $ 201.5 $ 192.3 4.8% $ 410.2 $ 368.4 11.4% EBITDA(1) 47.1 71.9 (34.6)% 107.5 117.0 (8.1)% ------------------------------------------------------------------------- Earnings before income taxes 43.8 68.6 (36.2%) 97.4 114.0 (14.6%) Less adjustment for: Gain on sale of investment - 18.4 - 18.4 Loss on disposals of property and equipment - (0.1) - (0.2) Net effect of securitization activities(1) 3.9 5.5 16.8 2.5 ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $ 39.9 $ 44.8 (10.9%) $ 80.6 $ 93.3 (13.6%) ------------------------------------------------------------------------- (1) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on re-investment. (2) See section 14.0 on non-GAAP measures.Explanation of Financial Services' financial results Second quarter Financial Services' gross operating revenue increased over the second quarter of 2007 largely as a result of higher credit sales and an increase in interest bearing balances which resulted in an increase in credit interest earned. This was partially offset by a smaller gain from the net effect of securitization activities. Earnings for the quarter were impacted by the investment of $9.7 million in the Options MasterCard relaunch. Now substantially complete, the relaunch has been well-received by customers and activity on PayPass™ enabled cards has exceeded initial expectations. Adjusting for the above-mentioned investment, adjusted earnings were up 10.8 percent year-over-year. 3.3.4.4 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. The following are some of the business risks specific to Financial Services' operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business. Consumer credit risk Financial Services grants credit to its customers through Canadian Tire MasterCards, retail credit cards, personal loans, line of credit loans and residential mortgages. With the granting of credit, Financial Services assumes certain risks such as the failure to accurately predict the creditworthiness of its customers or their ability to repay debt. Financial Services minimizes credit risks to maintain and improve the quality of its consumer lending portfolio by:- employing sophisticated credit-scoring models to constantly monitor the creditworthiness of customers; - using the latest technology to make informed credit decisions for each customer account; - adopting technology to improve the effectiveness of the collection process; and - monitoring the macro-economic environment, especially with respect to consumer debt levels, interest rates, employment levels and income levels.Securitization funding risk Securitization is an important source of funding for Canadian Tire, involving the sale of credit card loans to GCCT. Securitization enables Financial Services to diversify funding sources, and manage risks and capital requirements. Financial Services' securitization program relies on the marketability of the asset-backed commercial paper (ABCP) and notes issued by GCCT as described in section 5.2.4. A decline in the marketability of the commercial paper and notes would require the Company to find new sources of funding. Developments in the last half of 2007 in the international credit markets had an impact on some companies' securitization programs; see sections 5.2.4 and 5.2.5 below. Interest rate risk The Company's sensitivity to movements in interest rates is substantially limited to its cash and short-term investments. A one percent change in interest rates would not materially affect its earnings, cash flow or financial position. 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. The securitization program as described in section 5.2.5 of this MD&A reduces Financial Services' funding requirements. 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 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 total managed portfolio and 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 5.2 below. Regulatory risk Regulatory risk is the risk of negative impact to business activities, earnings or capital, regulatory relationships or reputation as a result of failure to comply with or a failure to adapt to current and changing regulations or regulatory expectations. Financial Services' regulatory compliance strategy is to manage regulatory risk through the promotion of a strong compliance culture and the integration of solid controls within the Company. Primary responsibility for compliance with all applicable regulatory requirements rests with senior management of the Company and extends to all employees. Financial Services' Compliance Department is responsible for the development and maintenance of a legislative compliance management system and reports on a quarterly basis to Canadian Tire Bank's Governance and Conduct Review Committee. Specific activities that assist the Company in adhering to regulatory standards include communication of regulatory requirements, advice, training, testing, monitoring, reporting and escalation of control deficiencies and regulatory risks. 4.0 Capital management In order to support our growth agenda and meet the objectives enumerated in our 2012 Strategic Plan the Company actively manages its capital in the manner indicated below. 4.1 Capital management objectives The Company's objectives when managing capital are:- minimizing the after-tax cost of capital; and - maintaining flexibility in capital structure to ensure the ongoing ability to execute the Strategic Plan. 4.2 Definition and management of capital In the process of managing the Company's capital, management includes the following items in its definition of capital: June 28, % of June 30, % of December % of ($ in millions) 2008 total 2007 total 29, 2007 total ------------------------------------------------------------------------- Capital components Current portion of long-term debt $ 6.1 0.1% $ 153.2 3.7% $ 156.3 3.4% Long-term debt 1,361.9 29.3% 1,013.2 24.6% 1,341.8 28.9% Other long-term liabilities(1) 0.1 0.0% 11.0 0.3% 10.6 0.2% Share capital 704.9 15.2% 701.2 17.0% 700.7 15.0% Contributed surplus - 0.0% 1.3 0.0% 2.3 0.1% Components of accumulated other comprehensive loss(2) (10.8) (0.2)% (5.1) (0.1)% (8.5) (0.2)% Retained earnings 2,584.9 55.6% 2,251.8 54.5% 2,455.1 52.6% ------------------------------------------------------------------------- Net capital under management $4,647.1 100.0% $4,126.6 100.0% $4,658.3 100.0% ------------------------------------------------------------------------- (1) Long-term liabilities that are derivative or hedge instruments related to capital items only. (2) Components of other comprehensive loss relating to capital items only.The Company has in place various policies which it uses to manage capital, including a leverage and liquidity policy and a securities and derivatives policy. As part of the overall management of capital, Management's Financial Risk Management Committee and the Audit Committee of the Board of Directors review the Company's compliance with, and performance against, these policies. In addition, Management's Financial Risk Management Committee and the Audit Committee of the Board of Directors perform periodic reviews of the policies to ensure they remain consistent with the risk tolerance acceptable to the Company and the current market trends and conditions. 4.3 Constraints on managing capital The Company manages its capital structure and makes modifications in response to changes in economic conditions and the risks associated with the underlying strategic initiatives. In addition, we are required to comply with regulatory requirements associated with the operations of CTB, our federally chartered bank, and other regulatory requirements that impact our business operations. As part of existing debt agreements, two key financial covenants are monitored on an on-going basis by Management to ensure compliance with the agreements. The key covenants are as follows:- net tangible assets coverage - calculated as: - total assets less intangible assets, current liabilities (excluding current portion of long-term debt), and liability for employee future benefits - divided by long-term debt (including current portion of long-term debt) - limitations on surplus available for distribution to shareholders - the Company is restricted from distributions (including dividends and redemptions or purchases of shares) exceeding its accumulated net income over a defined period.The Company was in compliance with these covenants during the second quarter of 2008. Under these covenants, the Company has significant flexibility to fund business growth and increase dividend rates within our existing dividend policy. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, purchase shares for cancellation pursuant to normal course issuer bids (NCIB), issue new shares, issue new debt, issue new debt to replace existing debt with different characteristics and/or increase or decrease the amount of sales of loan receivable to Glacier Credit Card Trust. 4.3.1 Canadian Tire Bank's regulatory environment The Company's wholly-owned subsidiary, Canadian Tire Bank manages its capital under guidelines established by the Office of the Superintendent of Financial Institutions Canada (OSFI). The regulatory capital guidelines measure capital in relation to credit, market and operational risks. CTB has a capital management policy, capital plan, and procedures and controls which it utilizes to achieve its goals and objectives. CTB's objectives include:- providing sufficient capital to maintain the confidence of depositors; - being an appropriately capitalized institution, as measured internally, defined by regulatory authorities and compared with CTB's peers; and - achieving the lowest overall cost of capital consistent with preserving the appropriate mix of capital elements to meet target capitalization levels.OSFI's current regulatory capital guidelines classify capital into two tiers. At the end of the second quarter of 2008, Tier 1 capital included common shares and retained earnings reduced by net securitization exposures. CTB currently does not hold any instruments in Tier 2 capital. Risk-weighted assets, referenced in the regulatory guidelines, include all on-balance sheet assets weighted for the risk inherent in each type of asset as well as an operational risk component based on a percentage of average risk-weighted revenues. CTB's ratios are above internal minimum targets of 12.0 percent for Tier 1 and total capital ratios and within internal maximum targets of 11.0 times for the assets-to-capital multiple. OSFI's minimum Tier 1 and total capital ratios for Canadian banks are 7 percent and 10 percent, respectively. OSFI will consider applications for authorized assets-to-capital multiples in excess of 20 times for institutions that meet certain requirements. OSFI has currently authorized CTB to maintain a maximum assets-to-capital multiple of 12.5. During the second quarter of 2008, CTB complied with the capital guidelines issued by OSFI under the "International Convergence of Capital Measurement and Capital Standards - A Revised Framework" (Basel II). For the comparative period, CTB complied with the capital guidelines issued by OSFI under the then current Basel I Capital Accord (Basel I). 4.4 Key performance measures Management also monitors capital and measures our capital position according to certain key performance measures identified in the table below.June 28, June 30, December 29, 2008 2007(1) 2007(1) ------------------------------------------------------------------------- Debt ratio Long-term debt to total capitalization(2) 28.2% 27.3% 31.2% Coverage ratio Interest coverage(3) 8.6 times 10.9 times 10.7 times ------------------------------------------------------------------------- (1) 2007 results have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - inventories. Please refer to section 13.1 for additional information. (2) Long-term debt includes the current portion of long-term debt. Capitalization is based on current and long-term debt, future income taxes, long-term liabilities and shareholders' equity. (3) Interest coverage is calculated on a rolling 12-month basis after annualizing short-term and long-term interest on long-term debt issued and retired during the period. See section 14.0 for additional information on non-GAAP measures.5.0 Financing 5.1 Credit facilities At the end of the second quarter of 2008, the Company had committed bank lines of $1.0 billion in place. The bank lines are provided by nine domestic and international banks reflecting the strong support for Canadian Tire and the GCCT commercial paper program. Subsequent to the end of the second quarter, the Company increased its committed bank lines to $1.25 billion. The bank lines are provided by 12 domestic and international banks. The committed bank lines provide flexibility to the Company to support its growing retail and financial services businesses and help the Company to better manage seasonal cash flow activity. In addition to the above-noted lines, Canadian Tire has the following sources of financing:- A $750.0 million shelf prospectus for its MTN Program, $300.0 million of which was issued successfully in an oversubscribed transaction in October 2007; and - An $800.0 million Canadian Tire commercial paper program that has strong investor demand at cost-effective rates and is fully supported by the aforementioned committed bank lines.As of June 28, 2008, the GCCT commercial paper program has access to $760.0 million of the total Canadian Tire committed lines and GCCT had achieved compliance with DBRS® Global Liquidity Standards. Subsequent to the end of the second quarter, the GCCT commercial paper program access was increased to $1.0 billion of the total Canadian Tire committed bank lines. During the current quarter, the market conditions surrounding the liquidity of ABCP continued to experience some volatility; however, GCCT has been successful at rolling over its commercial paper, albeit at varying spreads. There continues to be a constrained amount of ABCP that GCCT is able to issue, as investor demand remains limited. As of June 28, 2008, $133.8 million of GCCT's commercial paper was outstanding and backed by the bank credit lines. Debt market conditions In August and September of 2007, 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 Medium Term Notes (MTN). GCCT issued five-year MTN in the first quarter of 2008 and continues to refinance its maturing commercial paper, demonstrating that these market challenges have not affected our ability to access funding. In November 2007, Canadian Tire received confirmation from its rating agencies on its various funding programs, all of which had a stable outlook. As at June 28, 2008 there has been no change in the ratings.Credit rating summary DBRS S&P ------------------------------------------------------------------------- Canadian Tire Commercial paper R-1 (low) A-1 (low)(Cdn) Debentures A (low) BBB+ Medium-term notes A (low) BBB+ Glacier Credit Card Trust(1) Asset-backed commercial paper R-1 (high) ----- Asset-backed senior notes AAA AAA Asset-backed subordinated notes A A Trend or outlook Stable Stable ------------------------------------------------------------------------- (1) Asset-backed Series 2002 Senior and Subordinated Notes were discontinued on January 2, 2008. Overall, Canadian Tire believes it is in a strong position with respect to its financial flexibility and is well positioned to support its proposed growth agenda. 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 second quarter of 2008, the primary sources of funding were: - $ 299 million of cash generated from operating activities; and - $ 33 million of cash arising from an increase in net deposits. 5.2.2 Cash and cash equivalents At June 28, 2008, the Company's cash and cash equivalents totaled $28.5 million compared to a negative cash position of $16.9 million at June 30, 2007. There was no commercial paper outstanding at the end of the second quarter of 2008 or 2007. During the second quarter of 2008, we used cash primarily for the following: - $158 million for commercial paper repayment; - $150 million for the repayment of maturing long-term debt; - $148 million for the investment in loans receivable; and - $116 million for additions to property and equipment. 5.2.3 Working capital Minimizing our working capital requirements continues to be a long-term priority in order to maximize cash flow for use in the operations of the Company. The table below shows the change in the value of our working capital components at the end of the second quarter of 2008 from the second quarter of 2007. Comparable working capital components(1) Increase/ (decrease) June 28, June 30, in working ($ in millions) 2008 2007 capital ------------------------------------------------------------------------- Accounts receivable $ 362.5 $ 365.6 $ (3.1) Loans receivable 877.0 683.3 193.7 Merchandise inventories 996.6 828.8 167.8 Prepaid expenses and deposits 62.4 59.6 2.8 Income taxes recoverable 86.6 102.7 (16.1) Accounts payable and other (1,200.2) (1,130.7) (69.5) ------------------------------------------------------------------------- $ 275.6 ------------------------------------------------------------------------- (1) 2007 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information.The increase in loans receivable is due to increases in the mortgage portfolio, credit card loans portfolio, line of credit account balances and the repurchase of the securitized personal loan portfolio in May 2008. The increase in merchandise inventories is due to:- an increase in the amount of globally sourced product, which has longer lead times; - an increase in the lead times on globally sourced product due to lead time increases required by certain business partners which comprise the global supply chain; and - sales demand forecasts that exceeded actual sales performance.Plans are in place to manage inventories back to planned levels over the next several quarters. 5.2.4 Asset-backed commercial paper Background The market for Canadian third-party asset-backed commercial paper, which was greatly impacted by the global disruption in the market experienced in August 2007, has been addressed in a formal restructuring proposal. On April 25, 2008, the majority of the note holders with investments in the affected ABCP voted in favour of the restructuring proposal. The restructuring provides investors with new long-term notes to replace the short-term ABCP that is currently illiquid. The deal, however, includes a controversial clause that would give all players in the market immunity from lawsuits. Subsequent court hearings were held regarding these clauses in the plan and after slight modifications were made to the plan, the court has permitted the plan to proceed. Several parties are appealing the court's decision and until the appeals have been heard and finalized, the plan will not commence. The Company's $8.9 million of affected ABCP will be converted into notes that will pay interest at the rate paid on banker's acceptance notes less 50 basis points until maturity, which is currently expected to be between 2016 and 2017. The committee responsible for the restructuring proposal is working to ensure that a secondary market in the new notes develops so that investors will have an opportunity to sell their new notes, should they so choose. Valuation and classification During 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 of impairment at the time. Due to additional information provided to investors who hold ABCP through the formal restructuring proposal, the Company recorded an additional $1.0 million before- tax provision for impairment of the ABCP in the first quarter of 2008, bringing the total charge for impairment to $2.3 million or 25 percent. The Company's valuation is representative of the expected outcome of the plan, and as such no further write-down was recorded in the second quarter of 2008. The valuation model used by the Company to estimate the fair value of the ABCP incorporates discounted cash flows considering the best available information regarding market conditions and other factors that a market participant would consider for such investments. Consistent with the terms of the restructuring proposal, the Company has classified the remaining balance of this investment in ABCP of $6.6 million as long-term investments on the Consolidated Balance Sheet. Assumptions underlying valuation The valuation assumes a redemption term of approximately nine years corresponding to the expected maturities of the ABCP held by the Company. As indicated above, the Company's valuation assumes that the replacement notes will bear interest rates similar to short-term instruments and that such rates would be commensurate with the nature of the underlying assets and their associated cash flows. Assumptions have been made as to the amount of restructuring and other costs that the Company will bear. There still remains some uncertainty regarding the value of the underlying assets, the amount and timing of cash flows and whether a secondary market can be established for the new notes and this 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. While these changes could positively or negatively affect the Company's future earnings, it would not be considered material to the Company's overall financial position, given the relatively small amount of ABCP held at June 28, 2008. Impact on debt covenants and ratings The write-down and reclassification of the Company's investment in ABCP has had no effect to date on the Company's debt covenants, debt ratings or compliance with banking regulations governing the Financial Services segment or Canadian Tire Bank. As referenced in section 5.1, due to the amount of funds we 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 a material adverse impact on its business as a result of the current third-party ABCP liquidity issue. 5.2.5 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:June 28, June 30, ($ in millions) 2008 2007 ------------------------------------------------------------------------- Securitized $ 2,848.8 $ 2,862.9 Unsecuritized 981.4 755.5 ------------------------------------------------------------------------- Net managed loans receivable $ 3,830.2 $ 3,618.5 -------------------------------------------------------------------------Net managed loans receivable continued to increase over the last 12 months as customers' use of the Canadian Tire Options MasterCard and Canadian Tire Gas Advantage MasterCard grew. At the end of the second quarter of 2008, net managed loans receivable were 5.9 percent higher than at the end of the second quarter of 2007. Canadian Tire Bank sells co-ownership interests in credit card loans to GCCT. The Company does not have a controlling interest in GCCT, so we do not include financial results of GCCT in our Consolidated Financial Statements. We record the sale of loans receivable in accordance with CICA's Accounting Guideline 12, "Transfers of Receivables". Please see note 1 in the Notes to the 2007 Consolidated Financial Statements. During the second quarter of 2008, the Company repurchased its portfolio of personal loans receivable from a third-party Trust. The personal loans portfolio balance is included in the Consolidated Balance Sheet. We expect the continued growth in the number and average balances of Canadian Tire MasterCard credit card accounts to lead to an increase in total loans receivable in 2008. 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. 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. Please refer to section 5.1 above for a listing of GCCT's credit ratings. The trustee and custodian for GCCT, The Canada Trust Company, manages the co-ownership interest and acts as agent for, and on behalf of, CTB and GCCT, as the owners of the co-ownership interests. Computershare Trust Company of Canada acts as agent for The Canada Trust Company in its capacity as custodian. Pursuant to an asset purchase agreement dated February 26, 2007, all rights and obligations of The Canada Trust Company as custodian will be assigned to Computershare Trust Company of Canada once the legal requirements have been fulfilled. BNY Trust Company of Canada acts as indenture trustee with respect to GCCT and manages the security interests of the holders of the senior and subordinated notes issued by GCCT. We are currently not aware of any events, commitments, trends or uncertainties that may have a negative impact on our arrangement with GCCT. 6.0 Equity The book value of Common and Class A Non-Voting Shares at the end of the second quarter of 2008 was $40.21 per share compared to $35.72 at the end of the second quarter of 2007. 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. In addition, the Company may purchase additional Class A Non-Voting Shares if the Board determines, after consideration of market conditions and the Company's financial flexibility and investment opportunities, that a purchase of additional Class A Non-Voting Shares is an appropriate means of enhancing the value of the remaining Class A Non-Voting Shares. On February 7, 2008, we announced our intention to initiate a NCIB to purchase up to 3.6 million of the issued and outstanding Class A Non-Voting Shares over the 12-month period ending February 18, 2009. 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 0.5 million Class A Non-Voting Shares were purchased in 2007 under the previous NCIB.Shares outstanding June 28, June 30, 2008 2007 ------------------------------------------------------------------------- Class A Non-Voting Shares (CTC.A) Shares outstanding at beginning of year 78,048,062 78,047,456 Shares issued under plans(1) 359,610 290,571 Shares purchased under NCIB (350,800) (287,000) ------------------------------------------------------------------------- Shares outstanding at end of quarter 78,056,872 78,051,027 Common Shares (CTC) Shares outstanding at beginning and end of the quarter 3,423,366 3,423,366 ------------------------------------------------------------------------- (1) We issue shares under various employee profit sharing and share purchase plans, and the dividend reinvestment plan.Dividends Dividends of approximately $17.2 million were declared on Common and Class A Non-Voting Shares in the second quarter of 2008 compared to dividends of $15.0 million in the second quarter of 2007. The increase in dividends declared reflected the Board of Directors' decision in February 2008 to increase the annual dividend rate by 13.5 percent from $0.74 per share to $0.84 per share. The second quarterly dividend at the 2008 rate was declared on May 8, 2008 in the amount of $0.21 per share payable on September 2, 2008 to shareholders of record as of July 31, 2008. ------------------------------------------------------------------------- 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 include gains and losses on the ordinary course disposition of property and equipment. ------------------------------------------------------------------------- 7.0 Investing activities 7.1 Q2 2008 Capital expenditures program Canadian Tire's capital expenditures totaled $93 million in the second quarter of 2008 (as disclosed in the Consolidated Financial Statements of Cash Flows, see note 13), approximately 33 percent lower than the $140 million spent in the second quarter of 2007. These 2008 capital expenditures were comprised of:- $52 million for real estate projects, including projects associated with the rollout of CTR's new store concept projects; - $14 million for the Eastern Canada distribution centre; - $10 million for information technology; and - $17 million for other purposesOverall, capital investments for real estate projects has slowed as the Concept 20/20 store rollout nears completion and a large majority of the investment in the construction of the Eastern Canada distribution centre will be substantially completed this year. We have also begun to focus on the next store concept renewals, including our small market stores, which are less capital-intensive. 7.2 2008 Capital expenditures plan The 2008 capital plan is for net capital expenditures in the range of $430 million to $455 million (including the impact of $145 million in proceeds we expect to receive from the sale and leaseback of three CTR urban store developments during the year). The 2008 gross capital plan is comprised of the following, which total $588 million:- $416 million for real estate projects, including $267 million associated with the rollout of CTR's store network; - $ 71 million for the Eastern Canada distribution centre; - $ 78 million for information technology; and - $ 23 million for other purposes8.0 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:- U.S.-based subsidiaries hold highly rated short-term securities and loans to the Company and its wholly-owned Canadian subsidiaries. The capital and earnings of these U.S.-based subsidiaries arose from investments made to offset net operating losses incurred by U.S. retail operations closed in the 1980s and 1990s and from the reinsurance of risks relating to certain insurance products marketed to customers of Financial Services and other reinsurance activities; - subsidiaries operating in the Pacific Rim have provided the Company with a variety of important services related to product sourcing, logistics and vendor management. During 2007, 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; and - 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 and its wholly-owned Canadian subsidiaries.9.0 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 main issues challenged by the Canada Revenue Agency (CRA) relate to the tax treatments of commissions paid to foreign subsidiaries of the Company (covering periods from 1995 to 2007), 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 have reassessed and are also expected to issue further reassessments on these matters for the corresponding periods. The Company has agreed with the CRA to settle the commissions issue for the period 1995-2003, although the determination of the final tax liability pursuant to the settlement is subject to the verification by the CRA of certain information provided by the Company. The Company believes the provincial tax authorities will also reassess on the same basis. The Company does not have a significant exposure on this issue subsequent to the 2003 taxation year. The reassessments with respect to the dividends received issue are based on multiple grounds, some of which are highly unusual. The Company has appealed the reassessments and the matter is currently pending before the Tax Court of Canada. 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 unlikely - it is estimated that the total liability of the Company for additional taxes, interest and penalties could be approximately $187.7 million. Although the Company has appealed these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $116.7 million related to this matter, of which $112.6 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 the settlements, finalization on the commissions issue, resolution of the dividends received issue and other tax matters, 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. 10.0 Off-balance sheet arrangements 10.1 Glacier Credit Card Trust As noted earlier, GCCT was formed to buy our credit card loans and it issues debt to third-party investors to fund its credit card loans purchases. Refer to sections 5.1 and 5.2.5 of this MD&A for additional information on GCCT. 10.2 Trust financing for Dealers A financing program has been established to provide an efficient and cost- effective way for Dealers to access the majority of the financing they require for their store operations. Refer to MD&A section 8.2 of our 2007 Financial Report for additional information on this program. 10.3 Bank financing for Dealers and PartSource franchisees We have guaranteed the bank debt of some Dealers and some PartSource franchisees. Refer to MD&A section 8.3 of our 2007 Financial Report for additional information on this program. 10.4 Derivative financial instruments We use derivative financial instruments to manage our exposure to changes in interest rates and foreign currency exchange rates. We also use equity derivative contracts to hedge certain future stock-based compensation expenses. We do not use hedging to speculate, but rather as a risk management tool. Refer to MD&A section 8.4 of our 2007 Financial Report for additional information on derivative financial instruments. 11.0 Enterprise risk management To preserve and enhance shareholder value, the Company approaches the management of risk strategically through its Enterprise Risk Management (ERM) framework. Introduced in 2003, the ERM framework sets out principles and tools for identifying, evaluating, prioritizing and managing risk effectively and consistently across the Company. The ERM framework and the identification of principle risks that the Company manages on an ongoing basis is described in detail in section 9.0 of the MD&A in our 2007 Financial Report. Management reviews risks on an ongoing basis and did not identify any new principal risks during the second quarter of 2008. 11.1 Financial instruments The following discussion on risks and risk management includes some of the required disclosures under the CICA Handbook Section 3862 - Financial Instruments - Disclosures related to the nature and extent of risks arising from financial instruments, as required by the standard. Further information is also available in note 11 of the Notes to the Consolidated Financial Statements. The Company is exposed to a number of risks associated with financial instruments that have the potential to affect its operating and financial performance. The Company's primary financial instrument risk exposures are allowances for credit losses and liquidity risk. The Company also has financial risk exposures to foreign currency risk and interest rate risk which may be managed through the use of derivative financial instruments to manage these risks. The Company does not use derivative financial instruments for trading or speculative purposes. Allowance for credit losses The Company's allowances for receivables are maintained at levels which are considered adequate to absorb future credit losses. A continuity of the Company's allowances for credit losses is as follows:Credit card loans Other loans(1) --------------------------------------- June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 --------------------------------------- Balance, beginning of period $ 51.5 $ 30.4 $ 2.7 $ 2.9 Provision for credit losses 24.0 22.5 6.2 3.2 Recoveries 6.3 4.9 0.3 0.1 Write-offs (40.5) (28.6) (4.5) (3.1) --------------------------------------- Balance, end of period $ 41.3 $ 29.2 $ 4.7 $ 3.1 --------------------------------------- Accounts receivable Total(2) --------------------------------------- June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 --------------------------------------- Balance, beginning of period $ 5.0 $ 4.6 $ 59.2 $ 37.9 Provision for credit losses 0.8 0.1 31.0 25.8 Recoveries 0.1 (0.1) 6.7 4.9 Write-offs (2.5) (0.1) (47.5) (31.8) --------------------------------------- Balance, end of period $ 3.4 $ 4.5 $ 49.4 $ 36.8 --------------------------------------- (1) Other Loans include personal loans, mortgages loans and lines of credit loans. (2) Relates to Company owned receivables.Foreign currency risk The Company has significant demand for foreign currencies, primarily United States dollars, due to global sourcing. However, it mitigates its exposure to foreign exchange rate risk through active hedging programs and through its ability, subject to competitive conditions, to pass on changes in foreign currency exchange rates through pricing. Liquidity risk The following table summarizes the Company's contractual maturity for its financial liabilities. The table includes both interest and principal cash flows.(Dollars in millions) 1 year 2 years 3 years 4 years 5 years ------------------------------------------------- Deposits $ 155.8 $ 5.4 $ 5.6 $ 2.2 $ 11.1 Accounts payable and other(1) 1,185.2 - - - - Long-term debt 6.9 158.0 307.5 19.5 6.8 Interest payment 84.7 84.4 58.2 49.4 48.8 Other - 0.1 2.6 - - ------------------------------------------------- Total $1,432.6 $ 247.9 $ 373.9 $ 71.1 $ 66.7 ------------------------------------------------- (Dollars in millions) Thereafter Total ------------------- Deposits $ - $ 180.1 Accounts payable and other(1) - 1,185.2 Long-term debt 864.5 1,363.2 Interest payment 689.4 1,014.9 Other - 2.7 ------------------- Total $1,553.9 $3,746.1 ------------------- (1) Includes Canadian Tire Bank deposits from customers and commercial paper.Interest rate risk The Company is exposed to interest rate risk, which it manages through the use of interest rate swaps. The Company has a policy in place whereby a minimum of 75 percent of its long-term debt (term greater than one year) must be at fixed versus floating interest rates. The Company is in compliance with the policy. 11.2 Operational risks In addition to the Principal Risks identified above, operational business risks that may cause actual results or events to differ materially from those forecasted in this MD&A include:- expansion activity planned for Mark's, PartSource, Petroleum and CTR, (the retail businesses), as well as the associated supply chain infrastructure, could be affected by weather conditions that could impact the timing of construction; - 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 and access sufficient funds from capital markets to finance the development of properties could also impact the timing of construction; - expansion activity planned for the retail businesses, the associated supply chain infrastructure and Financial Services could be negatively affected by the Company's ability to access sufficient funds, in a cost-effective manner, to finance the building projects due to difficulties experienced in the capital markets; - expansion activity for CTR could also be affected by the ability of our Dealers to secure financing through the Trusts referenced in section 10.0 or through other means; - 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 currency exchange rates could impact cross- border shopping patterns and employment levels in the manufacturing and export sectors and, consequently, negatively impact consumer spending practices; - disruptions in the supply of gasoline could affect Petroleum's revenue and earnings; - the earnings of 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 laws 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.12.0 Contractual obligations Contractual obligations due by period In the remaining In years In years six months 2009 - 2011 - After ($ in millions) Total of 2008 2010 2012 2012 ------------------------------------------------------------------------- Long-term debt $1,321.1 $ 1.1 $ 454.9 $ 15.0 $ 850.1 Capital lease obligations 42.1 3.1 10.5 11.4 17.1 Operating leases 1,912.1 110.5 397.4 331.5 1,072.7 Purchase obligations 1,145.3 1,015.5 69.7 36.0 24.1 Other obligations 41.4 8.6 16.6 7.8 8.4 ------------------------------------------------------------------------- Total contractual obligations $4,462.0 $1,138.8 $ 949.1 $ 401.7 $1,972.4 ------------------------------------------------------------------------- (1) The long-term debt number in the Consolidated Balance Sheet has been adjusted by $4.8 million due to the implementation of the new Financial Instrument standard.13.0 Changes in accounting policies The numbers indicated in this MD&A follow the same accounting policies and methods of their application as the most recently issued annual financial statements for the 52 weeks ended December 29, 2007 (contained in our 2007 Annual Report), except as noted below. 13.1 Merchandise inventories Effective, December 30, 2007 (the first day of the Company's 2008 fiscal year), the Company implemented, on a retrospective basis with restatement, the new CICA Handbook Section 3031 - Inventories, which is effective for interim and annual financial statements for fiscal years beginning on or after January 1, 2008. This 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 are 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 actual 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 write-downs that is recognized as a reduction of expenses. In order to correspond with the new standard, the Company's new policy states that merchandise inventories are carried at the lower of cost and net realizable value, with cost being determined as weighted average cost. As a result of the retrospective implementation of this new standard, the cumulative impact on previously reported balances on the following dates is as follows:Increase/(Decrease) ------------------------------------------------------------------------- December 29, June 30, December 30, ($ in millions) 2007 2007 2006 ------------------------------------------------------------------------- Retained earnings $ 14.2 $ 11.5 $ 20.1 Inventories 22.0 18.1 31.5 Income taxes recoverable (5.8) (0.9) - Future income tax assets (2.0) (5.3) (5.3) Accounts payable and other - 0.4 0.6 Income taxes payable - - 5.5 -------------------------------------------------------------------------In addition, the impact of the retrospective impact on net earnings for the 13 weeks ended June 30, 2007 was an increase of $0.3 million, or $nil per share and for the 26 weeks ended June 30, 2007 was a reduction of $8.5 million, or $0.10 per share. See note 2 in the Notes to the Consolidated Financial Statements for additional information. 13.2 Capital management disclosures Effective December 30, 2007, the Company implemented the new CICA Handbook Section 1535 - Capital Disclosures which is effective for fiscal years beginning on or after October 1, 2007. The new standard requires entities to disclose information about their objectives, policies and processes for managing capital, as well as their compliance with any externally imposed capital requirements. See section 4.0 for additional information. The adoption of this new standard does not require any changes to the Company's accounting, but does require additional note disclosure. 13.3 Financial instruments Effective, December 30, 2007, the Company implemented the new CICA Handbook Section 3862 -Financial Instruments - Disclosures and CICA Handbook Section 3863 - Financial Instruments - Presentation. These standards replace the existing CICA Handbook Section 3861 - Financial Instruments - Disclosure and Presentation. They also require increased disclosures regarding the risks associated with financial instruments and how these risks are managed. These new standards carry forward the presentation standards for financial instruments and non-financial derivatives but provide additional guidance for the classification of financial instruments, from the perspective of the issuer, between liabilities and equity. The adoption of these new standards does not require any changes to the Company's accounting, but does require additional note disclosure (see note 11.1 in this MD&A and note 11 in the Notes to the Consolidated Financial Statements for additional information). 13.4 International Financial Reporting Standards In February 2008, the CICA announced that Canadian generally accepted accounting principles (GAAP) for publicly accountable enterprises will be replaced by International Financial Reporting Standards (IFRS) for fiscal years beginning on or after January 1, 2011. Companies will be required to provide IFRS comparative information for the previous fiscal year. Accordingly, the conversion from Canadian GAAP to IFRS will be applicable to the Company's reporting for the first quarter of 2011 for which the current and comparative information will be prepared under IFRS. The Company expects the transition to IFRS to impact accounting, financial reporting, IT systems and processes as well as certain contractual arrangements. The Company is currently assessing the impact of the transition to IFRS. Training and additional resources will be engaged to ensure the timely conversion to IFRS. 13.5 Goodwill and intangible assets In February 2008, the CICA issued CICA Handbook Section 3064 - Goodwill and Intangible Assets, which replaces CICA Handbook Section 3062 - Goodwill and Other Intangible Assets and CICA Handbook Section 3450 - Research and Development. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets. As this standard applies to interim and annual financial statements for fiscal years beginning on or after October 1, 2008, the Company will adopt this new standard effective January 4, 2009 (the first day of the Company's 2009 fiscal year) retrospectively with a restatement of prior periods, with the exception of intangible items initially recognized as an expense. The Company is currently evaluating the potential impact of this new standard on the financial statements for 2009 and will adjust its systems and processes as necessary to comply with this new standard. 14.0 Non-GAAP measures The following measures included in this MD&A do not have a standardized meaning under Canadian generally accepted accounting principles (GAAP) and may not be comparable to similar measures presented by other companies:- EBITDA (earnings before interest, income taxes, depreciation and amortization); - adjusted earnings; and - same store salesEBITDA With the exception of Financial Services, we consider EBITDA 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 is also commonly regarded as an indirect measure of operating cash flow, a significant indicator of success for many businesses. A reconciliation of EBITDA to the most comparable GAAP measure (earnings before income taxes) is provided as follows:Reconciliation of EBITDA to GAAP measures(1) Q2 Q2 YTD YTD ($ in millions) 2008 2007(2) 2008 2007(2) ------------------------------------------------------------------------- EBITDA CTR $ 143.1 139.9 $ 245.2 $ 228.2 Financial Services 47.1 71.9 107.5 117.0 Petroleum 12.1 10.5 21.1 17.0 Mark's 14.7 30.2 17.7 34.7 Eliminations - - - - ------------------------------------------------------------------------- Total EBITDA $ 217.0 $ 252.5 $ 391.5 $ 396.9 ------------------------------------------------------------------------- Less: Depreciation and amortization expense CTR $ 42.5 $ 38.6 $ 84.5 $ 75.4 Financial Services 3.4 3.0 6.6 6.3 Petroleum 4.1 4.1 8.1 8.1 Mark's 5.7 4.5 11.1 8.8 ------------------------------------------------------------------------- Total depreciation and amortization expense $ 55.7 $ 50.2 $ 110.3 $ 98.6 ------------------------------------------------------------------------- Interest expense CTR $ 15.6 $ 12.8 $ 32.1 $ 26.3 Financial Services (0.1) 0.3 3.5 (3.3) Mark's 1.1 0.7 2.1 1.1 Eliminations(3) - - - - ------------------------------------------------------------------------- Total interest expense $ 16.6 $ 13.8 $ 37.7 $ 24.1 ------------------------------------------------------------------------- Earnings (loss) before income taxes CTR $ 85.0 $ 88.5 $ 128.6 $ 126.5 Financial Services 43.8 68.6 97.4 114.0 Petroleum 8.0 6.4 13.0 8.9 Mark's 7.9 25.0 4.5 24.8 ------------------------------------------------------------------------- Total earnings before income taxes $ 144.7 $ 188.5 $ 243.5 $ 274.2 ------------------------------------------------------------------------- (1) Differences may occur due to rounding. (2) 2007 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3031 - Inventories. See section 13.1 for additional information. (3) Eliminations of inter-company transactions (eg. a loan of funds from one business unit to another), previously disclosed as a separate line item, are now presented net of these transactions.References to adjusted earnings In several places in this MD&A, we refer to adjusted pre-tax and after- tax earnings before the impact of non-operating items. Historically, non- operating items have included the net effect of securitization activities and dispositions of surplus property and equipment. The timing and amount of gains and losses from these items are not consistent from quarter to quarter. We believe the adjusted figures allow for a clearer assessment of earnings for each of our businesses and provide a more meaningful measure of our consolidated and segmented operating results. From time to time adjusted earnings may also contain additional unusual and/or non-recurring items which are explained in detail at that time. Same store sales Same store sales is the metric used by management, and most commonly used in the retail industry, to compare retail sales growth in a more consistent manner across the industry. CTR's same store sales includes sales from all stores that have been open for more than 53 weeks and therefore allows for a more consistent comparison to other stores open during the period and to results in the prior year. 15.0 Subsequent event The Company entered into an agreement to sell and leaseback a property in Ottawa, Ontario to a third party. The transaction closed on July 28, 2008 and proceeds from the sale are $40 million, which approximates the development costs. 16.0 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 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 June 28, 2008 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 second quarter. Commitment to disclosure and investor communication Canadian Tire strives to maintain a high standard of disclosure and investor communication and has been recognized as a leader in financial reporting practices. In many cases, the Company's disclosure practices exceed the requirements of current legislation. 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; and - 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.2008 SECOND QUARTER INTERIM REPORT FINANCIALS Consolidated Statements of Earnings (Unaudited) (Dollars in millions 13 weeks ended, 26 weeks ended, except per June 28, June 30, June 28, June 30, share amounts) 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated - (Restated - Notes 2 Notes 2 and 16) and 16) Gross operating revenue $ 2,450.7 $ 2,314.1 $ 4,276.0 $ 4,051.8 ------------------------------------------------------------------------- Operating expenses Cost of merchandise sold and all other operating expenses except for the undernoted items 2,226.2 2,052.4 3,870.7 3,639.9 Net interest expense (Note 8) 16.6 13.8 37.7 24.1 Depreciation and amortization 55.7 50.2 110.3 98.6 Employee Profit Sharing Plan 7.5 9.2 13.8 15.0 ------------------------------------------------------------------------- Total operating expenses 2,306.0 2,125.6 4,032.5 3,777.6 ------------------------------------------------------------------------- Earnings before income taxes 144.7 188.5 243.5 274.2 Income taxes 47.0 66.0 79.1 96.0 ------------------------------------------------------------------------- Net earnings $ 97.7 $ 122.5 $ 164.4 $ 178.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Basic and diluted earnings per share $ 1.20 $ 1.50 $ 2.02 $ 2.19 ------------------------------------------------------------------------- Weighted average number of Common and Class A Non-Voting Shares outstanding 81,499,525 81,485,464 81,509,066 81,494,477 ------------------------------------------------------------------------- Consolidated Statements of Cash Flows (Unaudited) ------------------------------------------------------------------------- 13 weeks ended, 26 weeks ended, June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated - (Restated - Notes 2 Notes 2 and 16) and 16) Cash generated from (used for): Operating activities Net earnings $ 97.7 $ 122.5 $ 164.4 $ 178.2 Items not affecting cash Depreciation and amortization 55.7 50.2 110.3 98.6 Net provision for loans receivable (Note 3) 12.9 9.9 30.2 25.7 Changes in fair value of derivative instruments 8.1 (5.6) 14.8 3.1 Employee future benefits expense (Note 4) 1.6 1.6 3.2 3.3 Impairment of other long-term investments (Note 12) - - 1.0 - Other 0.1 2.3 0.3 1.8 Fair market value adjustment and impairments on property and equipment 0.3 2.4 0.3 2.4 Gain on disposals of property and equipment (0.2) (4.6) (4.0) (4.0) Securitization loans receivable (14.3) (13.0) (26.5) (26.4) Gain on sales of loans receivable (Note 3) (23.0) (24.1) (46.1) (45.9) Gain on disposals/ redemptions of shares - (18.4) - (18.4) ------------------------------------------------------------------------- 138.9 123.2 247.9 218.4 ------------------------------------------------------------------------- Changes in other working capital components 160.3 91.8 (372.6) (813.6) ------------------------------------------------------------------------- Cash generated from (used for) operating activities 299.2 215.0 (124.7) (595.2) ------------------------------------------------------------------------- Investing activities Additions to property and equipment (115.9) (138.5) (254.2) (264.1) Purchases of stores (2.7) (1.0) (18.1) (4.2) Long-term receivables and other assets (2.0) 1.9 (8.1) 18.3 Other (1.0) (1.1) (1.9) (1.7) Proceeds on disposition of property and equipment 1.2 7.9 16.1 8.5 Investment in loans receivable, net (147.5) (225.7) 20.9 (67.9) Net securitization of loans receivable 1.8 152.9 622.4 136.0 Proceeds on disposals/ redemptions of shares - 18.4 - 18.4 ------------------------------------------------------------------------- Cash generated from (used for) investing activities (266.1) (185.2) 377.1 (156.7) ------------------------------------------------------------------------- Financing activities Net change in deposits (Note 16) 32.7 11.9 64.8 25.2 Other 1.2 (1.6) 1.7 (1.6) Dividends (17.2) (15.0) (32.2) (28.5) Repayment of long-term debt (Note 5) (151.7) (0.6) (152.7) (1.4) Commercial paper (158.2) (21.5) - - ------------------------------------------------------------------------- Cash used for financing activities (293.2) (26.8) (118.4) (6.3) ------------------------------------------------------------------------- Cash generated (used) in the period (260.1) 3.0 134.0 (758.2) Cash and cash equivalents, beginning of period 288.6 (19.9) (105.5) 741.3 ------------------------------------------------------------------------- Cash and cash equivalents, end of period (Note 9) $ 28.5 $ (16.9) $ 28.5 $ (16.9) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Comprehensive Income (Unaudited) ------------------------------------------------------------------------- 13 weeks ended, 26 weeks ended, June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) Note 2) Net earnings $ 97.7 $ 122.5 $ 164.4 $ 178.2 Other comprehensive income (loss), net of taxes Gain (loss) on derivatives designated as cash flow hedges, net of tax of $5.6 and $4.1 (2007 - $21.2 and $23.0), respectively (11.8) (38.9) 8.0 (42.3) Reclassification to non-financial asset of loss (gain) on derivatives designated as cash flow hedges, net of tax of $4.1 and $11.6 (2007 - $0.8 and $4.0), respectively 8.5 1.5 24.0 (7.5) Reclassification to earnings of loss (gain) on derivatives designated as cash flow hedges, net of tax of $0.7 and $2.2 (2007 - $0.9 and $1.6), respectively 1.7 (1.6) 4.7 (3.0) ------------------------------------------------------------------------- Other comprehensive income (loss) (1.6) (39.0) 36.7 (52.8) ------------------------------------------------------------------------- Comprehensive income $ 96.1 $ 83.5 $ 201.1 $ 125.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Changes in Shareholders' Equity (Unaudited) ------------------------------------------------------------------------- 26 weeks ended, June 28, June 30, (Dollars in millions) 2008 2007 ------------------------------------------------------------------------- (Restated - Note 2) Share capital Balance, beginning of period $ 700.7 $ 702.7 Transactions, net (Note 6) 4.2 (1.5) ------------------------------------------------------------------------- Balance, end of period $ 704.9 $ 701.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Contributed surplus Balance, beginning of period $ 2.3 $ 0.1 Transactions, net (2.3) 1.2 ------------------------------------------------------------------------- Balance, end of period $ - $ 1.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings Balance, beginning of period as previously reported $ 2,440.9 $ 2,083.7 Transitional adjustment on adoption of new accounting policies - Inventory (Note 2) 14.2 20.1 ------------------------------------------------------------------------- Balance, beginning of period as restated 2,455.1 2,103.8 Net earnings for the period 164.4 178.2 Dividends (34.2) (30.2) Repurchase of Class A Non-Voting Shares (0.4) - ------------------------------------------------------------------------- Balance, end of period $ 2,584.9 $ 2,251.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) Balance, beginning of period $ (50.0) $ 8.6 Other comprehensive income (loss) for the period 36.7 (52.8) ------------------------------------------------------------------------- Balance, end of period $ (13.3) $ (44.2) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings and accumulated other comprehensive income $ 2,571.6 $ 2,207.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Balance Sheets (Unaudited) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (Dollars in millions) As at June 28, June 30, December 29, 2008 2007 2007 ------------------------------------------------------------------------- (Restated - (Restated - Notes 2 Notes 2 and 16) and 16) ASSETS Current assets Cash and cash equivalents (Note 9) $ 28.5 $ - $ - Accounts receivable 362.5 365.6 715.0 Loans receivable (Note 3) 877.0 683.3 1,486.1 Merchandise inventories (Note 2) 996.6 828.8 778.7 Income taxes recoverable 86.6 102.7 53.2 Prepaid expenses and deposits 62.4 59.6 29.5 Future income taxes 58.8 36.5 75.7 ------------------------------------------------------------------------- Total current assets 2,472.4 2,076.5 3,138.2 ------------------------------------------------------------------------- Long-term receivables and other assets (Note 3) 237.1 258.7 231.2 Other long-term investments, net (Note 12) 6.6 - 7.6 Goodwill 62.8 49.8 51.8 Intangible assets 52.4 52.4 52.4 Property and equipment, net 3,383.3 3,009.9 3,283.6 ------------------------------------------------------------------------- Total assets $ 6,214.6 $ 5,447.3 $ 6,764.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current liabilities Bank indebtedness (Note 9) $ - $ 16.9 $ 105.5 Deposits 155.8 27.1 111.5 Accounts payable and other 1,200.2 1,130.7 1,740.4 Current portion of long-term debt 6.1 153.2 156.3 ------------------------------------------------------------------------- Total current liabilities 1,362.1 1,327.9 2,113.7 ------------------------------------------------------------------------- Long-term debt 1,361.9 1,013.2 1,341.8 Future income taxes 72.2 70.6 71.8 Long term deposits 24.3 0.3 3.8 Other long-term liabilities 117.6 125.2 125.6 ------------------------------------------------------------------------- Total liabilities 2,938.1 2,537.2 3,656.7 ------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Share capital (Note 6) 704.9 701.2 700.7 Contributed surplus - 1.3 2.3 Accumulated other comprehensive loss (13.3) (44.2) (50.0) Retained earnings 2,584.9 2,251.8 2,455.1 ------------------------------------------------------------------------- Total shareholders' equity 3,276.5 2,910.1 3,108.1 ------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 6,214.6 $ 5,447.3 $ 6,764.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 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, collectively referred to as the "Company". These financial statements do not contain all disclosures required by Canadian GAAP for annual financial statements, and accordingly, these financial statements should be read in conjunction with the most recently issued annual financial statements for the 52 weeks ended December 29, 2007 contained in our 2007 Annual 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 (including goodwill), employee benefits, product warranties, inventory provisions, amortization, uncollectible loans, environmental reserves, asset retirement obligations, financial instruments, and the liability for the Company's loyalty programs. 2. Change in Accounting Policies These financial statements follow the same accounting policies and methods of their application as the most recently issued annual financial statements for the 52 weeks ended December 29, 2007, except as noted below. Merchandise inventories Effective, December 30, 2007 (the first day of the Company's 2008 fiscal year), the Company implemented, on a retrospective basis with restatement, the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3031 - Inventories, which is effective for interim and annual financial statements for fiscal years beginning on or after January 1, 2008. This 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 are 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 actual 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 write-downs that is recognized as a reduction of expenses. The Company's new policy to correspond with the new standard is as follows: Merchandise inventories are carried at the lower of cost and net realizable value, with cost being determined as weighted average cost. As a result of the retrospective implementation of this new standard, the cumulative impact on previously reported balances on the following dates is as follows: (Dollars in millions) Increase / (Decrease) --------------------------------------- December 29, June 30, December 30, 2007 2007 2006 --------------------------------------- Retained earnings $ 14.2 $ 11.5 $ 20.1 Inventories 22.0 18.1 31.5 Income taxes recoverable (5.8) (0.9) - Future income tax assets (2.0) (5.3) (5.3) Accounts payable and other - 0.4 0.6 Income taxes payable - - 5.5 In addition, the retrospective impact on net earnings for the 13 weeks ended June 30, 2007 was an increase of $0.3 million, or $nil per share, and for the 26 weeks ended June 30, 2007 a reduction of $8.5 million, or $0.10 per share. Included in "cost of merchandise sold and all other operating expenses except for the undernoted items" for the 13 weeks and 26 weeks ended June 28, 2008 is $1,768.7 million (2007 - $1,651.7 million) and $3,005.5 million (2007 - $2,852.4), respectively, of inventory recognized as an expense, which included $16.1 million (2007 - $10.5 million) and $32.9 million (2007 - $22.2 million), respectively, of write-downs of inventory as a result of net realizable value being lower than cost. Inventory write-downs recognized in previous periods and reversed in the current quarter and year to date and the comparative quarter and year to date were insignificant. Financial instruments Effective, December 30, 2007, the Company implemented the new CICA Handbook Section 3862 "Financial Instruments - Disclosures" and CICA Handbook Section 3863 "Financial Instruments - Presentation". These standards replaced the existing CICA Handbook Section 3861 "Financial Instruments - Disclosure and Presentation". They require increased disclosures regarding the risks associated with financial instruments and how these risks are managed. These new standards carry forward the presentation standards for financial instruments and non- financial derivatives but provide additional guidance for the classification of financial instruments, from the perspective of the issuer, between liabilities and equity. The adoption of these new standards did not require any changes to the Company's accounting, but does require additional note disclosure, which is included in note 11. Capital management disclosures Effective, December 30, 2007, the Company implemented the new CICA Handbook Section 1535 "Capital Disclosures" which is effective for fiscal years beginning on or after October 1, 2007. The new standard requires entities to disclose information about their objectives, policies and processes for managing capital, as well as their compliance with any externally imposed capital requirements. The adoption of this new standard did not require any changes to the Company's accounting, but does require additional note disclosure, which is included in note 10. Future accounting changes Goodwill and intangible assets In February 2008, the CICA issued CICA HB 3064 - Goodwill and Intangible Assets, which replaces CICA HB 3062 - Goodwill and Other Intangible Assets as well as CICA HB 3450 - Research and Development. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets. As this standard applies to interim and annual financial statements for fiscal years beginning on or after October 1, 2008, the Company will adopt this new standard effective January 4, 2009 (the first day of the Company's 2009 fiscal year) retrospectively with a restatement of prior periods with the exception of intangible items initially recognized as an expense. The Company is evaluating the potential impact of this new standard on the financial statements for 2009 and will adjust its systems and processes as necessary to comply with this new standard. International Financial Reporting Standards (IFRS) In February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards (IFRS) for fiscal years beginning on or after January 1, 2011. Companies will be required to provide IFRS comparative information for the previous fiscal year. Accordingly, the conversion from Canadian GAAP to IFRS will be applicable to the Company's reporting for the first quarter of 2011 for which the current and comparative information will be prepared under IFRS. The Company expects the transition to IFRS to impact accounting, financial reporting, IT systems and processes as well as certain contractual arrangements. The Company is currently assessing the impact of the transition to IFRS. Training and additional resources will be engaged to ensure the timely conversion to IFRS. 3. Loans Receivable The Company sells pools of loans receivable (the Loans) to third party trusts (the Trusts) in transactions known as securitizations. The transactions are accounted for as sales in accordance with CICA Accounting Guideline 12 (AcG-12), Transfers of Receivables, 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"), which are components of retained interests. The interest-only strip represents the present value of the expected spread to be earned over the collection period on the loans receivable sold. The expected spread is equal to the yield earned, less the net write-offs and interest expense on the loans receivable sold. The seller's interest and securitization reserve provide the 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 interest-only strip, the seller's interest and the securitization reserve and for the credit card loan securitization, the additional enhancement required to be maintained. The proceeds of the sale are deemed to be the cash received, interest-only strip and securitization reserve, less any servicing obligation assumed. The servicing liability represents the Company's estimated cost of servicing the securitized loans and is amortized over the life of the securitized loans. 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 Trusts have not been consolidated in these financial statements because either they meet the criteria for a qualified special purpose entity (which are exempt from consolidation) or the Company is not the primary beneficiary. Quantitative information about loans managed and securitized by the Company is as follows: Total principal amount (Dollars in millions) of receivables as at(1) --------------------------------------- June 28, June 30, December 29, 2008 2007 2007 ------------ ------------ ------------ Total net managed credit card loans $ 3,619.4 $ 3,435.9 $ 3,681.3 Credit card loans sold (2,848.8) (2,779.4) (2,233.7) ------------ ------------ ------------ Credit card loans held 770.6 656.5 1,447.6 Total net managed personal loans(2) 119.4 172.9 140.2 Personal loans sold - (83.5) (56.0) ------------ ------------ ------------ Personal loans held 119.4 89.4 84.2 Total net managed mortgage loans(3) 66.9 9.6 35.4 ------------ ------------ ------------ Total net managed line of credit loans(4) 24.5 - - ------------ ------------ ------------ Total loans receivable 981.4 755.5 1,567.2 Less: long-term portion(5) (104.4) (72.2) (81.1) ------------ ------------ ------------ Current portion of loans receivable $ 877.0 $ 683.3 $ 1,486.1 ------------ ------------ ------------ ------------ ------------ ------------ Average balances (Dollars in millions) for the 26 weeks ended ------------------------- June 28, June 30, 2008 2007 ------------ ------------ Total net managed credit card loans $ 3,539.3 $ 3,272.1 Credit card loans sold (2,696.0) (2,650.7) ------------ ------------ Credit card loans held 843.3 621.4 Total net managed personal loans (2) 127.1 197.5 Personal loans sold (35.6) (100.9) ------------ ------------ Personal loans held 91.5 96.6 Total net managed mortgage loans(3) 49.4 3.5 ------------ ------------ Total net managed line of credit loans(4) 25.1 - ------------ ------------ Total loans receivable $ 1,009.3 $ 721.5 ------------ ------------ ------------ ------------ (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. The portfolio of personal loans of $43.7 million was repurchased in May 2008 for $26.7 million. (3) Mortgage loans are issued for terms of up to ten years, have fixed or variable interest rates, are secured and include a mix of both high and low ratio loans. High ratio loans are fully insured and low ratio loans are partially insured. (4) Line of credit portfolio was purchased in January 2008 for $29.6 million. (5) The long-term portion of loans is included in "Long-term receivables and other assets". Net credit losses for the owned portfolio for the 13 weeks and 26 weeks ended June 28, 2008 were $12.9 million (2007 - $9.9 million) and $30.2 million (2007 - $25.7 million), respectively. Net credit losses for the total managed portfolio for the 13 weeks and 26 weeks ended June 28, 2008 were $58.7 million (2007 - $51.6 million) and $121.0 million (2007 - $101.9 million), respectively. 4. Employee Future Benefits The net employee future benefit expense for the 13 weeks and 26 weeks ended June 28, 2008 was $1.6 million (2007 -$1.6 million) and $3.2 million (2007 - $3.3 million), respectively. 5. Long-term Debt Repayment On June 9, 2008, medium term notes totaling $150.0 million matured and were repaid. 6. Share Capital (Dollars in millions) June 28, June 30, December 29, 2008 2007 2007 ------------ ------------ ------------ Authorized 3,423,366 Common Shares 100,000,000 Class A Non- Voting Shares Issued 3,423,366 Common Shares (June 30, 2007 - 3,423,366) $ 0.2 $ 0.2 $ 0.2 78,056,872 Class A Non-Voting Shares (June 30, 2007 - 78,051,027) 704.7 701.0 700.5 ------------ ------------ ------------ $ 704.9 $ 701.2 $ 700.7 ------------ ------------ ------------ ------------ ------------ ------------ 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 shares with any remainder allocated to retained earnings. The following transactions occurred with respect to Class A Non- Voting Shares: (Dollars in 26 weeks ended 26 weeks ended millions) June 28, 2008 June 30, 2007 ------------------------- ------------------------- Number $ Number $ ----------------- ------- ----------------- ------- Shares outstanding at the beginning of the period 78,048,062 700.5 78,047,456 702.5 Issued 359,610 22.8 290,571 22.0 Repurchased (350,800) (21.3) (287,000) (22.3) Excess of repurchase price over issue price (issue price over repurchase price) - 2.7 - (1.2) ----------------- ------- ----------------- ------- Shares outstanding at the end of the period 78,056,872 704.7 78,051,027 701.0 ----------------- ------- ----------------- ------- ----------------- ------- ----------------- ------- 7. Stock-based Compensation Plan All stock-based compensation plans are as disclosed in the most recently issued annual financial statements for the 52 weeks ended December 29, 2007 except as follows: 2008 Performance Share Unit Plan The Company has granted 2008 Performance Share Units (2008 PSUs) to certain employees. Each 2008 PSU entitles the participant to receive a cash payment in an amount equal to the weighted average closing price of Class A Non-Voting Shares traded on the Toronto Stock Exchange for the 20-day period prior to and including the last day of the performance period, multiplied by an applicable multiplier determined by specific performance-based criteria. Compensation expense related to 2008 PSUs is accrued over the performance period based on the expected total compensation to be paid out at the end of the performance period. For the 13 weeks and 26 weeks ended June 28, 2008, $0.9 million of compensation expense was recorded for the 2008 PSUs. 8. Segmented Information - Statement of Earnings --------------------------------------------------------------------- 13 weeks 26 weeks ended ended June 30, June 30, 13 weeks 2007 26 weeks 2007 ended (Restated - ended (Restated - June 28, Notes 2 June 28, Notes 2 (Dollars in millions) 2008 and 16) 2008 and 16) --------------------------------------------------------------------- Gross operating revenue CTR $ 1,562.1 $ 1,514.9 $ 2,633.4 $ 2,585.8 Financial Services 201.5 192.3 410.2 368.4 Petroleum 514.8 445.6 937.6 808.4 Mark's 200.6 187.2 348.1 339.3 Eliminations (28.3) (25.9) (53.3) (50.1) ---------------------------------------------- Total gross operating revenue $ 2,450.7 $ 2,314.1 $ 4,276.0 $ 4,051.8 --------------------------------------------------------------------- --------------------------------------------------------------------- Earnings before income taxes CTR $ 85.0 $ 88.5 $ 128.6 $ 126.5 Financial Services 43.8 68.6 97.4 114.0 Petroleum 8.0 6.4 13.0 8.9 Mark's 7.9 25.0 4.5 24.8 ---------------------------------------------- Total earnings before income taxes 144.7 188.5 243.5 274.2 Income taxes 47.0 66.0 79.1 96.0 ---------------------------------------------- Net earnings $ 97.7 $ 122.5 $ 164.4 $ 178.2 --------------------------------------------------------------------- --------------------------------------------------------------------- Net Interest expense(1) CTR $ 15.6 $ 12.8 $ 32.1 $ 26.3 Financial Services (0.1) 0.3 3.5 (3.3) Petroleum - - - - Mark's 1.1 0.7 2.1 1.1 Eliminations - - - - ---------------------------------------------- Total interest expense $ 16.6 $ 13.8 $ 37.7 $ 24.1 --------------------------------------------------------------------- --------------------------------------------------------------------- Depreciation and amortization expense CTR $ 42.5 $ 38.6 $ 84.5 $ 75.4 Financial Services 3.4 3.0 6.6 6.3 Petroleum 4.1 4.1 8.1 8.1 Mark's 5.7 4.5 11.1 8.8 ---------------------------------------------- Total depreciation and amortization expense $ 55.7 $ 50.2 $ 110.3 $ 98.6 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Net interest expense includes interest on short term and long term debt, offset by passive interest income. Interest on long- term debt for the 13 weeks and 26 weeks ended June 28, 2008 was $18.3 million (2007 - $14.3 million) and $39.0 million (2007 - $30.0 million), respectively. Segmented Information - Total Assets --------------------------------------------------------------------- June 30, December 29, 2007 2007 (Dollars in millions) June 28, (Restated - (Restated - 2008 Note 2) Note 2) --------------------------------------------------------------------- CTR $ 5,516.3 $ 4,692.1 $ 5,732.4 Financial Services 1,662.4 1,306.5 1,852.0 Petroleum 274.3 256.8 573.4 Mark's 475.8 442.3 464.1 Eliminations (1,714.2) (1,250.4) (1,857.1) ---------------------------------------- Total $ 6,214.6 $ 5,447.3 $ 6,764.8 --------------------------------------------------------------------- 9. Cash and Cash Equivalents (Bank Indebtedness) The components of cash and cash equivalents (bank indebtedness) are: June 28, June 30, December 29, (Dollars in millions) 2008 2007 2007 ------------ ------------ ------------ Cash (bank overdraft) $ (78.6) $ (146.7) $ 71.8 Line of credit borrowings - - (316.8) Short-term investments 107.1 129.8 139.5 ------------ ------------ ------------ Cash and cash equivalents (bank indebtedness) $ 28.5 $ (16.9) $ (105.5) ------------ ------------ ------------ ------------ ------------ ------------ 10. Capital Management Disclosures The Company's objectives when managing capital are: - minimizing the after-tax cost of capital; and - maintaining flexibility in capital structure to ensure the ongoing ability to execute the Strategic Plan; Management includes the following items in its definition of capital: (Dollars in June 28, % of June 30, % of December % of millions) 2008 total 2007 total 29, 2007 total ----------------- ----------------- ----------------- Current portion of long-term debt $ 6.1 0.1% $ 153.2 3.7% $ 156.3 3.4% Long-term debt 1,361.9 29.3% 1,013.2 24.6% 1,341.8 28.9% Other long-term liabilities(1) 0.1 0.0% 11.0 0.3% 10.6 0.2% Share capital 704.9 15.2% 701.2 17.0% 700.7 15.0% Contributed surplus - 0.0% 1.3 0.0% 2.3 0.1% Components of accumulated other comprehensive loss(2) (10.8) (0.2)% (5.1) (0.1%) (8.5) (0.2)% Retained earnings 2,584.9 55.6% 2,251.8 54.5% 2,455.1 52.6% ----------------- ----------------- ----------------- Net capital under management $ 4,647.1 100.0% $ 4,126.6 100.0% $ 4,658.3 100.0% ----------------- ----------------- ----------------- (1) Long-term liabilities that are derivative or hedge instruments related to capital items only. (2) Components of other comprehensive loss relating to capital items only. The Company has in place various policies which it uses to manage capital, including a leverage and liquidity policy and a securities and derivatives policy. As part of the overall management of capital, management's Financial Risk Management Committee and the Audit Committee of the Board review the Company's compliance with and performance against these policies. In addition, management's Financial Risk Management Committee and the Audit Committee of the Board perform periodic reviews of the policies to ensure they remain consistent with the risk tolerance acceptable to the Company and with current market trends and conditions. To assess its effectiveness in managing capital, management monitors rtain key ratios to ensure they are within targeted ranges. June 28, June 30, December 29, 2008 2007 2007 ------------------------------------------ Debt ratio Long-term debt to total capitalization(1) 28.2% 27.3% 31.2% Coverage ratio Interest coverage(2) 8.6 times 10.9 times 10.7 times ------------------------------------------ (1) Long-term debt includes the current portion of long-term debt. Capitalization is based on current and long-term debt, future income taxes, long-term liabilities and shareholders' equity. (2) Interest coverage is calculated on a rolling 12-month basis after annualizing short-term and long-term interest on debt issued and retired during the period. As part of existing debt agreements, two key financial covenants are monitored on an on-going basis by management to ensure compliance with the agreements. The key covenants are as follows: - net tangible assets coverage - calculated as: - total assets less intangible assets, current liabilities (excluding current portion of long-term debt), and liability for employee future benefits - divided by long-term debt (including current portion of long- term debt) - limitations on surplus available for distribution to shareholders - the Company is restricted from distributions (including dividends and redemptions or purchases of shares) exceeding its accumulated net income over a defined period. The Company was in compliance with these covenants during the period. The Company's wholly-owned subsidiary, Canadian Tire Bank (the "Bank") manages its capital under guidelines established by the Office of the Superintendent of Financial Institutions Canada ("OSFI"). The regulatory capital guidelines measure capital in relation to credit, market and operational risks. The Bank has various capital policies, procedures and controls which it utilizes to achieve its goals and objectives. The Bank's objectives include: - Providing sufficient capital to maintain the confidence of depositors. - Being an appropriately capitalized institution, as measured internally, defined by regulatory authorities and compared with the Bank's peers. - Achieving the lowest overall cost of capital consistent with preserving the appropriate mix of capital elements to meet target capitalization levels. The Bank's total capital consists of two tiers of capital approved under OSFI's current regulatory capital guidelines. As at June 30, 2008 (the bank's fiscal second quarter), Tier 1 capital includes common shares and retained earnings reduced by net securitization exposures. The Bank currently does not hold any instruments in Tier 2 capital. Risk-weighted assets ("RWA"), referenced in the regulatory guidelines, include all on-balance sheet assets weighted for the risk inherent in each type of asset as well as an operational risk component based on a percentage of average risk-weighted revenues. The Bank's ratios are above internal minimum targets of 12% for Tier 1 and Total capital ratios and within internal maximum targets of 11.0 times for the assets to capital multiple. OSFI's minimum Tier 1 and Total capital ratios for Canadian banks are 7% and 10%, respectively. OSFI will consider applications for authorized assets- to-capital multiples in excess of 20 times for institutions that meet certain requirements. CTB is currently restricted to a maximum assets-to-capital multiple of 12.5. During the six months ended June 28, 2008, the Bank complied with the capital guidelines issued by OSFI under the "International Convergence of Capital Measurement and Capital Standards - A Revised Framework" ("Basel II"). For the comparative period, the Bank complied with the capital guidelines issued by OSFI under the then current Basel I Capital Accord ("Basel I"). 11. Financial Instruments Disclosures Allowance for credit losses The Company's allowances for receivables are maintained at levels which are considered adequate to absorb future credit losses. A continuity of the Company's allowances for credit losses is as follows: Credit card loans Other loans(1) -------------------------------------------- June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 -------------------------------------------- Balance, beginning of year $ 51.5 $ 30.4 $ 2.7 $ 2.9 Provision for credit losses 24.0 22.5 6.2 3.2 Recoveries 6.3 4.9 0.3 0.1 Write-offs (40.5) (28.6) (4.5) (3.1) -------------------------------------------- Balance, end of period $ 41.3 $ 29.2 $ 4.7 $ 3.1 -------------------------------------------- -------------------------------------------- Accounts receivable Total(2) -------------------------------------------- June 28, June 30, June 28, June 30, (Dollars in millions) 2008 2007 2008 2007 -------------------------------------------- Balance, beginning of year $ 5.0 $ 4.6 $ 59.2 $ 37.9 Provision for credit losses 0.8 0.1 31.0 25.8 Recoveries 0.1 (0.1) 6.7 4.9 Write-offs (2.5) (0.1) (47.5) (31.8) -------------------------------------------- Balance, end of period $ 3.4 $ 4.5 $ 49.4 $ 36.8 -------------------------------------------- -------------------------------------------- (1) Other Loans include personal loans, mortgages loans and lines of credit loans. (2) Relates to Company owned receivables. Foreign currency risk The Company has significant demand for foreign currencies, primarily United States dollars, due to global sourcing. However, it mitigates its exposure to foreign exchange rate risk through active hedging programs and through its ability, subject to competitive conditions, to pass on changes in foreign currency exchange rates through pricing. Liquidity risk The following table summarizes the Company's contractual maturity for its financial liabilities. The table includes both interest and principal cash flows. (Dollars in millions) 1 year 2 years 3 years 4 years 5 years ----------------------------------------------------- Deposits $ 155.8 $ 5.4 $ 5.6 $ 2.2 $ 11.1 Accounts payable and other(1) 1,185.2 - - - - Long-term debt 6.9 158.0 307.5 19.5 6.8 Interest payment 84.7 84.4 58.2 49.4 48.8 Other - 0.1 2.6 - - ----------------------------------------------------- Total $1,432.6 $ 247.9 $ 373.9 $ 71.1 $ 66.7 ----------------------------------------------------- ----------------------------------------------------- (Dollars in millions) Thereafter Total --------------------- Deposits $ - $ 180.1 Accounts payable and other(1) - 1,185.2 Long-term debt 864.5 1,363.2 Interest payment 689.4 1,014.9 Other - 2.7 --------------------- Total $ 1,553.9 $ 3,746.1 --------------------- --------------------- (1) Includes commercial paper. Interest rate risk The Company is exposed to interest rate risk, which it manages through the use of interest rate swaps. The Company has a policy in place that requires a minimum of 75% of its long term debt (term greater than one year) to be at fixed versus floating interest rates. The Company is in compliance with the policy. 12. Other Long-Term Investments The market for Canadian third-party asset-backed commercial paper (ABCP), which was greatly impacted by the global disruption in the market experienced in August 2007, has been addressed in a formal restructuring proposal. On April 25, 2008, the majority of the note holders with investments in the affected ABCP voted in favour of the restructuring proposal. The restructuring provides investors with new long-term notes to replace the short-term ABCP that is currently illiquid. The deal, however, includes a controversial clause that would give all players in the market immunity from lawsuits. Subsequent court hearings were held regarding these clauses in the plan and after slight modifications were made to the plan, the court has permitted the plan to proceed. Several parties are appealing the court's decision and until the appeals have been heard and finalized, the plan will not commence. The Company's $8.9 million of affected ABCP will be converted into notes that will pay interest at the rate paid on banker's acceptance notes less 50 basis points until maturity, which is currently expected to be between 2016 and 2017. The committee responsible for the restructuring proposal is working to ensure that a secondary market in the new notes develops so that investors will have an opportunity to sell their new notes, should they so choose. During 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 of impairment at the time. Due to additional information provided to investors who hold ABCP through the formal restructuring proposal, the Company recorded an additional $1.0 million before-tax provision for impairment of the ABCP during the first quarter of 2008. The Company's valuation is representative of the expected outcome of the plan, and as such no further write down was recorded in the second quarter of 2008. The total charge for impairment is $2.3 million or 25 percent of the original value of the ABCP. The valuation model used by the Company to estimate the fair value of the ABCP incorporates discounted cash flows considering the best available information regarding market conditions and other factors that a market participant would consider for such investments. The valuation assumes a redemption term of approximately nine years corresponding to the expected maturities of the ABCP held by the Company. As indicated above, the Company's valuation assumes that the replacement notes will bear interest rates similar to short-term instruments and that such rates would be commensurate with the nature of the underlying assets and their associated cash flows. Assumptions have been made as to the amount of restructuring and other costs that the Company will bear. Consistent with the terms of the restructuring proposal, the Company has classified the remaining balance of this investment in ABCP of $6.6 million as long-term investments on the Consolidated Balance Sheet. There still remains some uncertainty regarding the value of the underlying assets, the amount and timing of cash flows and whether a secondary market can be established for the new notes and this could give rise to a further change in the value of the Company's investment in ABCP. While these changes could positively or negatively affect the Company's future earnings, it would not be considered material to the Company's overall financial position, given the relatively small amount of ABCP held at June 28, 2008. The write-down and reclassification of the Company's investment in ABCP has had no effect to date on the Company's debt covenants, debt ratings or compliance with banking regulations governing the Financial Services segment or Canadian Tire Bank. The Company has sufficient credit facilities available through committed lines of credit and various other forms of funding to satisfy its financial obligations as they come due and does not expect a material adverse impact on its business as a result of the current third-party ABCP liquidity issue. 13. Supplementary Cash Flow Information The Company paid income taxes during the 13 weeks ended June 28, 2008 of $57.7 million (2007 - $150.8 million) and made interest payments of $38.1 million (2007 - $28.5 million). For the 26 weeks ended June 28, 2008, the Company paid income taxes of $113.5 million (2007 - $256.2 million) and made interest payments of $58.4 million (2007 - $43.3 million). During the 13 weeks ended June 28, 2008, property and equipment were acquired at an aggregate cost of $93.0 million (2007 - $139.8 million). The amount of property and equipment acquired that is included in accounts payable and other at June 28, 2008 was $16.6 million (2007 - $28.8 million). During the 26 weeks ended June 28, 2008, property and equipment were acquired at an aggregate cost of $205.8 million (2007 - $232.8 million). The amount of property and equipment acquired that is included in accounts payable and other at June 28, 2008 was $16.6 million (2007 - $28.8 million). 14. Legal Matters The Company and certain of its subsidiaries are party to a number of legal proceedings. The Company believes that each such proceeding constitutes a routine legal matter incidental to the business conducted by the Company and that the ultimate disposition of the proceedings will not have a material effect on the Company's consolidated earnings, cash flow or financial position. 15. 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 main issues challenged by the Canada Revenue Agency (CRA) relate to the tax treatments of commissions paid to foreign subsidiaries of the Company (covering periods from 1995 to 2007), 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 have reassessed and are also expected to issue further reassessments on these matters for the corresponding periods. The Company has agreed with the CRA to settle the commissions issue for the period 1995-2003, although the determination of the final tax liability pursuant to the settlement is subject to the verification by the CRA of certain information provided by the Company. The Company believes the provincial tax authorities will also reassess on the same basis. The Company does not have a significant exposure on this issue subsequent to the 2003 taxation year. The reassessments with respect to the dividends received issue are based on multiple grounds, some of which are highly unusual. The Company has appealed the reassessments and the matter is currently pending before the Tax Court of Canada. 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 unlikely - it is estimated that the total liability of the Company for additional taxes, interest and penalties could be approximately $187.7 million. Although the Company has appealed these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $116.7 million related to this matter, of which $112.6 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 the settlements, finalization on the commissions issue, resolution of the dividends received issue and other tax matters, 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. 16. Comparative Figures Certain of the prior period's figures have been reclassified to conform to the current year's presentation, including amounts with respect to securitizations and net provision for loans receivable in the consolidated statements of cash flows. As a result, cash flow from operations has been restated by $73.6 million and $146.0 million for the 13 weeks and 26 weeks ended June 30, 2007, respectively with a corresponding offset to investing activities. There is no impact on cash generated / used in the respective periods. In addition, passive interest income has been reclassified from gross operating revenue to net short-term interest expense on the consolidated statement of earnings. The Company's wholly-owned subsidiary, Canadian Tire Bank, began taking deposits from customers commencing in 2007. Previously, these amounts were classified in accounts payable and other in the consolidated balance sheets and in changes in other working capital components in the consolidated statements of cash flows. Commencing in the current quarter these deposits are shown as current and long- term deposits in the consolidated balance sheets and a separate line in financing activities in the consolidated statements of cash flows. The prior period's figures have been reclassified to conform to the current year's presentation. 17. Subsequent Event The Company entered into an agreement to sell and leaseback a property in Ottawa, Ontario to a third party. The transaction closed on July 28, 2008 and proceeds from the sale are $40 million, which approximates the development costs. Interest Coverage Exhibit to the Consolidated Financial Statements (unaudited) --------------------------------------------------------------------- The Company's long-term interest requirements for the 26 weeks ended June 28, 2008, after annualizing interest on long-term debt issued and retired during this period, amounted to $87.2 million. The Company's earnings before interest on long-term debt and income taxes for the 26 weeks then ended were $654.1 million, which is 7.5 times the Company's long-term interest requirements for this period.%SEDAR: 00000534EF
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For further information: Media: Lisa Gibson, (416) 544-7655, lisa.gibson@cantire.com; Investors: Karen Meagher, (416) 480-8058, karen.meagher@cantire.com