Canadian Tire releases second quarter earnings - adjusted net earnings up 8.8%; quarterly dividend maintained at 21 cents
TORONTO, Aug. 13 /CNW/ - Canadian Tire Corporation, Limited (CTC, CTC.a) released its second quarter results today. Despite softer retail sales due to challenging market conditions and unseasonable weather, the Company reported an 8.8% increase in adjusted net earnings compared to the same period last year. The growth in earnings year-over-year reflects healthy margins across the retail businesses and lower operating expenses. "Our focus on maintaining our gross margins and managing our operating expenses has allowed us to deliver modest growth in earnings this quarter compared to 2008 despite a challenging retail environment," said Stephen Wetmore, President and CEO, Canadian Tire. "However, a significant amount of our annual earnings are achieved in the third and fourth quarters and our performance for the balance of the year will be very much influenced by the economy and, of course, seasonal weather patterns."------------------------------------------ Consolidated 2009 2008(2) Highlights(1): 2nd Quarter 2nd Quarter Change ------------------------------------------------------------------------- CTC retail sales $2.79 billion $2.95 billion (5.4)% Gross operating revenue $2.32 billion $2.45 billion (5.1)% Adjusted earnings before income taxes (excludes non-operating gains and losses)(3) $151.5 million $140.4 million 8.0% Net earnings $103.7 million $97.7 million 6.1% Adjusted net earnings (excludes non-operating gains and losses)(3) $103.0 million $94.7 million 8.8% Basic earnings per share $1.27 $1.20 5.9% Adjusted basic earnings per share (excludes non-operating gains and losses)(3) $1.26 $1.16 8.6% (1) All dollar figures in this table are rounded. (2) The 2008 earnings figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (3) Non-GAAP measure. Please refer to section 15.0 of Management's Discussion and Analysis. Business Overview CANADIAN TIRE RETAIL ($ in millions) Q2 2009 Q2 2008(1) Change YTD 2009 YTD 2008(1) Change ------------------------------------------------------------------------- Retail sales(2) $2,153.2 $2,174.5 (1.0)% $3,421.1 $3,393.3 0.8% Same store sales(3) (year- over-year % change) (2.7)% (0.5)% (0.8)% (1.8)% Gross operating revenue $1,550.0 $1,562.1 (0.8)% $2,649.3 $2,633.4 0.6% Net shipments (year-over-year % change) (1.4)% 3.2% (0.1)% 1.8% Earnings before income taxes $95.2 $85.1 12.0% $128.0 $128.7 (0.5)% ------------------------------------------------------------------------- Less adjustment for: Non-operating gains and losses(4) (0.3) 0.1 (0.7) 4.0 Former CEO retirement obligations - 0.5 0.5 0.9 ------------------------------------------------------------------------- Adjusted earnings before income taxes and minority interest(5) $95.5 $84.5 13.0% $128.2 $123.8 3.6% ------------------------------------------------------------------------- (1) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (2) Includes sales from Canadian Tire stores, PartSource stores and the labour portion of CTR's auto service sales. (3) Same store sales include sales from all 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 15.0 in Management's Discussion and Analysis.Canadian Tire Retail's sales decreased 1.0% from the same quarter in 2008 with unseasonably cool wet weather impacting some seasonal categories such as outdoor living and climate control and challenging economic conditions impacting other categories including tools and electronics. Despite overall softer sales, Canadian Tire Retail did see an increase in sales in home repair and maintenance and paint reflecting a focus by customers on repair projects. The second quarter was also impacted by the timing of the Easter and Canada Day holidays which reduced sales and same store sales by approximately 0.6%. Canadian Tire Retail's second quarter adjusted earnings before taxes were $95.5 million, up 13.0% compared to a year ago due to strong margins and well-managed operating expenses, offset slightly by increased expenses from the new Eastern Canada Distribution Centre and continued investments in productivity initiatives. Canadian Tire Retail opened five Smart stores in the quarter, two of which contain a full-size Mark's Work Wearhouse offering, and closed one traditional store, bringing the total number of stores in the network to 475. Customer reaction to both the Smart store and Small Market store continues to be very positive. Both concepts are generally performing above expectations with higher than projected traffic count and basket size. PartSource experienced double-digit year-over-year sales increases driven by both the continued expansion of the network and improved product assortment. PartSource opened one new store in the quarter bringing the network total to 88 locations.CANADIAN TIRE PETROLEUM (Petroleum) ($ in millions) Q2 2009 Q2 2008 Change 2009 YTD 2008 YTD Change ------------------------------------------------------------------------- Sales volume (millions of litres) 435.1 429.6 1.3% 843.9 843.4 0.1% Retail sales $425.7 $541.9 (21.4)% $779.1 $990.9 (21.4)% Gross operating revenue $390.8 $514.8 (24.1)% $712.7 $937.6 (24.0)% Earnings before income taxes $7.8 $8.0 (2.7)% $13.8 $13.0 6.2% ------------------------------------------------------------------------- Less adjustment for: Non-operating losses(1) (0.3) - (0.3) (0.2) ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $8.1 $8.0 1.0% $14.1 $13.2 6.7% ------------------------------------------------------------------------- (1) Includes asset impairment losses. (2) Non-GAAP measure. Please refer to section 15.0 in Management's Discussion and Analysis.While there was a slight increase in gasoline sales volume over the comparable period in 2008 due to lower prices at the pumps, Petroleum experienced declines of more than 20% in gross operating revenues and retail sales due to significantly lower retail gasoline prices. Convenience store sales, however, were very strong this quarter due to an increase in convenience store traffic. Despite significantly lower revenues, margins in the quarter were consistent year-over-year and Petroleum delivered another strong quarter based on continued effective execution of promotional programs and good expense management. Petroleum replaced one gas station and closed one location during the quarter bringing the total number of gas bars in the network to 273.MARK'S WORK WEARHOUSE (Mark's) ($ in millions) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Total retail sales(2) $210.2 $233.1 (9.8)% $378.7 $405.6 (6.6)% Same store sales(3) (year- over-year % change) (11.3)% 0.9% (8.2)% (2.8)% Gross operating revenue(4) $182.2 $200.6 (9.2)% $329.3 $348.1 (5.4)% ------------------------------------------------------------------------- Earnings before income taxes $7.1 $7.3 (2.7)% $2.2 $3.9 (43.4)% ------------------------------------------------------------------------- Less adjustment for: Non-operating losses (0.1) (0.1) (0.3) (0.1) ------------------------------------------------------------------------- Adjusted earnings before income taxes(5) $7.2 $ 7.4 (1.3)% $2.5 $4.0 (36.2)% ------------------------------------------------------------------------- (1) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (2) Includes retail sales from corporate and franchise stores. (3) Mark's same store sales exclude new stores, stores not open for the full period in each year and store closures. (4) Gross operating revenue includes retail sales at corporate stores only (5) Non-GAAP measure. Please refer to section 15.0 in Management's Discussion and Analysis.Mark's second quarter total retail sales were $210.2 million down 9.8% from the $233.1 million recorded a year ago, reflecting lower sales in all parts of the country due to softer economic conditions, with Ontario and Alberta posting the largest decreases. At the category level, while corporate store sales in ladies wear experienced a modest decline, ladies accessories and health wear posted double digit increases. Corporate store sales in industrial wear, men's casual and casual footwear, however, were all down significantly year-over-year. Adjusted pre-tax earnings were $7.2 million down 1.3% from the $7.4 million recorded the previous year. The adjusted pre-tax earnings were similar to a year ago because the gross margin rate improved significantly by 470 basis points principally due to a lower shrink expense during 2009 compared to the prior year. Operating expenses were also well-managed. During the quarter, Mark's opened two new stores, relocated three stores, renovated one store and closed one store, bringing the total number of stores in the network to 375.CANADIAN TIRE FINANCIAL SERVICES (Financial Services) ($ in millions) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Total managed portfolio end of period $4,109.9 $3,926.7 4.7% Gross operating revenue $232.9 $201.5 15.6% $450.2 $410.2 9.8% Earnings before income taxes $42.3 $44.4 (4.7)% $74.8 $98.6 (24.2)% ------------------------------------------------------------------------- Less adjustment for: Non-operating losses (0.1) - (0.2) - Net effect of securitization activities(2) 1.7 3.9 2.2 16.8 ------------------------------------------------------------------------- Adjusted earnings before income taxes(3) $40.7 $40.5 0.5% $72.8 $81.8 (11.0)% ------------------------------------------------------------------------- (1) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (2) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment. (3) Non-GAAP measure. Please refer to section 15.0 in Management's Discussion and Analysis.Financial Services' total managed portfolio of loans receivable was $4.1 billion at the end of the second quarter, a 4.7% increase over the $3.9 billion portfolio at the end of the comparable 2008 period. Financial Services' gross operating revenue was $232.9 million in the quarter, a 15.6% increase over the $201.5 recorded in the prior year, reflecting an increase in yield resulting from various pricing initiatives and slowing of customer payments. Adjusted pre-tax earnings were relatively flat for the second quarter with higher revenues and well-managed operating expenses offset by increases in provision for credit losses and an increase in interest expense caused by the substantial increase in broker deposits. However, last year's earnings were impacted by a $9.7 million investment in the Options MasterCard re-issue. Excluding these re-issue costs, adjusted pre-tax earnings for the quarter were 19.0% lower than the same quarter in 2008, reflecting the impact of the higher write-offs and bankruptcies noted below. The net write-off rate for the total managed portfolio on a rolling 12-month basis was 6.82%, compared to 5.98% in the comparable 2008 period. Overall aging of past due accounts deteriorated by 46 basis points. While bankruptcy costs increased, analysis of Financial Services' performance versus national statistics indicates that Financial Services continues to experience lower bankruptcies than would be expected due to its effective credit risk strategies. Financial Services continued its investment in the retail banking pilot and at quarter-end had more than $541 million in retail deposits, $167 million in mortgages and approximately $1.6 billion in broker deposits. The average term of maturity for the broker deposits is approximately 30 months. 2009 COMMENTARY CTC plans to continue with its long-term productivity and efficiency investments in Automotive Infrastructure, CTR Marketing Change Program and IT Renewal projects. These programs are now expected to cost approximately $40 million in 2009 (net of benefits realized). FUNDING AND LIQUIDITY While the term securitization market through Glacier remains closed, Financial Services continues to have access to multiple sources of funding including:- Operating cash flow - Broker deposits - High interest savings accountsIn addition, more than $800 million of the total $1.2 billion of the Corporation's committed bank lines are available to Financial Services. By the end of the second quarter, Financial Services had pre-funded approximately $680 million of the approximately $1.0 billion which is expected to be required during the balance of the year to repay maturing short-term GIC deposits and finance the increase in receivables that will result when Glacier term notes mature. The cost of this conservative approach was approximately $4.2 million for the quarter. At the CTC level, $200 million of Medium Term Notes were issued in the quarter for seven years at 5.65% to pre-fund maturing corporate debt in 2010. Overall, Management remains confident that given the various sources of funding available, particularly for Financial Services, the Corporation has more than sufficient cost-effective funding to support its businesses for the foreseeable future. CAPITAL EXPENDITURES As a result of adjustments to the timing of projects and lower actual project costs, Management now expects capital expenditures for the 2009 fiscal year to be approximately $326 million, down from the originally planned $390 million and approximately $30 million lower than the capital forecast provided at the end of the first quarter. QUARTERLY DIVIDEND Canadian Tire Corporation has declared a quarterly dividend of $0.21 per share on each Common and Class A Non-Voting share. The dividend is payable December 1, 2009 to Common and Class A shareholders of record as of October 30, 2009. The dividend is considered an "eligible dividend" for tax purposes. 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 2008 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, 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 expected performance in 2009 that have the potential to affect the operating performance and financial results of the Company's divisions are outlined in Section 11.0 of the MD&A. 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 August 13, 2009. The conference call will be available simultaneously and in its entirety to all interested investors and the news media through a webcast at http://corp.canadiantire.ca/EN/investors, and will be available through replay at this website for 12 months. Canadian Tire Corporation, Limited (TSX: CTC.a, CTC), operates more than 1,200 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 475 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 research more than 25,000 products online. PartSource is an automotive parts specialty chain with 88 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 273 gas bars, 267 convenience stores and kiosks, and 73 car washes. Mark's Work Wearhouse is one of the country's leading apparel retailers operating 375 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 five million Canadian Tire MasterCard credit cards and also markets related financial products and services for retail and petroleum customers. Canadians can also access Financial Services online at www.ctfs.com. More than 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) ------------------------------------------------------------------------- IntroductionThis Management's Discussion and Analysis (MD&A) provides management's perspective on our Company, our performance and our strategy for the future. Definitions In this document, the terms "we", "us", "our", "Company" and "Canadian Tire" refer to Canadian Tire Corporation, Limited and its business units and subsidiaries. For commonly used terminology (such as retail sales and same store sales), see section 5.3 (Business segment performance) and our Glossary of Terms (pages 93 to 95) in our 2008 Financial Report, which can be found online on SEDAR's website at www.sedar.com and our Canadian Tire website in our Investor Relations section at http://corp.canadiantire.ca/en/investors. 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 13, 2009. Quarterly and annual comparisons in this MD&A Unless otherwise indicated, all comparisons of results for the second quarter (13 weeks ended July 4, 2009) are against results for the second quarter of 2008 (13 weeks ended June 28, 2008). 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. See section 14.1 and 14.2 of this MD&A and note 2 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. See section 12.0 in this MD&A for further information. 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. See section 18.0 for additional important information and a caution on the use of forward-looking information. This is especially important in view of the current uncertain economic environment. 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 businessCanadian 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, store operators, franchisees and Petroleum agents operate more than 1,200 general merchandise and apparel retail stores and gas bars. The Canadian Tire Financial Services® (Financial Services) division of the Company also offers a variety of financial services to Canadians, primarily its proprietary Options® MasterCard®, personal loans, lines of credit, insurance and warranty products, guaranteed investment certificates (GICs) offered through third-party brokers, and a retail banking pilot offering products to customers in certain test markets. Canadian Tire's four main businesses are described below. Canadian Tire Retail (CTR) is Canada's most shopped general merchandise retailer with a network of 475 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 distribution channel and PartSource. PartSource is a chain of 88 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 30 franchise stores and 58 corporate stores. Mark's Work Wearhouse (Mark's) is one of Canada's leading clothing and footwear retailers, operating 375 stores nationwide, including 332 corporate and 43 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 name "Imagewear, a Division of Mark's Work Wearhouse™". Canadian Tire Petroleum (Petroleum) is one of Canada's largest independent retailers of gasoline with a network of 273 gas bars, including 267 convenience stores and kiosks, 73 car washes, 12 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. Canadian Tire Financial Services (Financial Services) markets a range of Canadian Tire-branded credit cards, including the Canadian Tire Options 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® (CTB), a wholly-owned subsidiary, is a federally regulated bank that manages and finances Canadian Tire's consumer MasterCard and retail credit card portfolios, the personal loan and line of credit portfolios and is the issuer of GICs offered through third-party brokers. CTB also offers high-interest savings accounts, retail GICs and residential mortgages as well as the Canadian Tire One-and-Only™ account, which consolidates customers' chequing, savings, loans and mortgage loan balances into one account, in three pilot markets.1.2 Store network at a glance July June 4, 28, Number of stores and retail square footage 2009 2008 ------------------------------------------------------------------------- Consolidated store count CTR retail stores1 475 473 PartSource stores 88 75 Mark's retail stores(1) 375 364 Petroleum gas bar locations 273 267 ------------------------------------------------------------------------- Total stores 1,211 1,179 Consolidated retail square footage (in millions) CTR 18.9 18.4 PartSource 0.3 0.2 Mark's 3.2 3.1 ------------------------------------------------------------------------- Total retail square footage(2) (in millions) 22.4 21.7 ------------------------------------------------------------------------- (1) Store count numbers reflect individual selling locations; therefore, both CTR and Mark's totals include stores that are co-located. (2) The average retail square footage for Petroleum's convenience stores was 452 square feet per store in Q2 2009. It has not been included in the total above. 1.3 Business unit performance at a glance (year-over-year percentage change) Q2 2009 Q2 2008 ------------------------------------------------------------------------- CTR retail sales(1) (1.0)% 1.5% CTR gross operating revenue (0.8)% 3.1% CTR net shipments (1.4)% 3.2% Mark's retail sales(2) (9.8)% 5.3% Petroleum retail sales (21.4)% 14.8% Petroleum gasoline volume (litres) 1.3% (1.8)% Financial Services' credit card sales 1.1% 5.0% Financial Services' gross average receivables 5.3% 6.8% ------------------------------------------------------------------------- (1) Includes sales from Canadian Tire stores, PartSource stores and the labour portion of CTR's auto service sales. (2) Includes retail sales from Mark's corporate and franchise stores. 2.0 Our Strategic Plan 2.1 Rolling Five-Year Strategic Plan to 2013 (2013 Plan)The 2013 Plan outlines our strategy to build Canadian Tire through a continued focus on growth and productivity throughout the Plan period. The key growth initiatives of the 2013 Plan include network expansion across all of our retail businesses (CTR and PartSource, Petroleum and Mark's), store concept renewals and the continued evolution of products and services at Financial Services. Key productivity initiatives include continued upgrading of our automotive supply chain, renewing our technology infrastructure and streamlining our organizational design. Specific objectives related to these programs are included in section 3.2 and section 3.3 of this MD&A and section 4.0 of the MD&A contained in the 2008 Financial Report. 2.2 Financial aspirations The 2013 Plan included financial aspirations for the Company for the five-year period ending in December 2013. In light of the credit market disruption experienced since August 2007 and the subsequent economic downturn, management is currently re-assessing its long-term financial aspirations in the context of its annual review of our Strategic Plan and its ongoing assessment of economic conditions.3.0 Our performance in 2009 3.1 Consolidated financial results ($ in millions except per share amounts) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Retail sales(2) $2,789.1 $2,949.5 (5.4)% $4,578.9 $4,789.8 (4.4)% Gross operating revenue 2,324.8 2,450.7 (5.1)% 4,082.9 4,276.0 (4.5)% EBITDA(3) 250.1 216.6 15.5% 406.2 391.1 3.9% Earnings before income taxes 152.4 144.8 5.3% 218.8 244.2 (10.4)% Effective tax rate 32.0% 32.5% 29.9% 32.5% Net earnings $ 103.7 $ 97.7 6.1% $ 153.4 $ 164.8 (6.9)% Basic earnings per share $ 1.27 $ 1.20 5.9% $ 1.88 $ 2.02 (7.1)% Adjusted basic earnings per share(3) $ 1.26 $ 1.16 8.6% $ 1.87 $ 1.84 1.3% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 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 15.0 for non-GAAP measures.Consolidated gross operating revenue Gross operating revenue for the quarter declined 5.1 percent from the prior year primarily as a result of a 24.1% decline in Petroleum's revenue, due to lower pump prices compared with the second quarter of 2008. Mark's gross operating revenue declined by 9.2% due to the impact of a softer economy on sales of men's wear and industrial wear. CTR's gross operating revenue, in spite of a softer economy, declined only marginally, by 0.8 percent. Financial Services remained strong in the second quarter with gross operating revenue up 15.6% due to a higher yield and the growth in account balances. Consolidated net earnings Consolidated net earnings for the quarter increased from the prior year by 6.1%, due to higher product margins in CTR and effective operating cost management across all businesses. Partially offsetting this was higher loan loss provisioning at Financial Services due to the economic environment and higher interest expense, attributable to the rapid expansion of broker deposits at Financial Services which are being used to prefund the increase of credit card receivables arising from the maturation of the Glacier notes in late 2009. Consolidated net earnings were also impacted by non-operating items as noted below. Impact of non-operating items The following table shows our adjusted consolidated earnings on a pre-tax and after-tax basis.Adjusted consolidated earnings before and after income taxes(1) ($ in millions except per share amounts) Q2 2009 Q2 2008(2) Change 2009 YTD 2008 YTD(2) Change ------------------------------------------------------------------------- Earnings before income taxes $ 152.4 $ 144.8 5.3% $ 218.8 $ 244.2 (10.4)% Less pre-tax adjustment for: Former CEO retirement obligation(3) - 0.5 0.5 0.9 Net effect of securitization activities(4) 1.7 3.9 2.2 16.8 Gain (loss) on disposals of property and equipment (0.8) - (1.5) 3.7 ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 151.5 $ 140.4 8.0% $ 217.6 $ 222.8 (2.3)% Income taxes 48.5 45.7 65.0 72.5 ------------------------------------------------------------------------- Adjusted earnings after income taxes(1) $ 103.0 $ 94.7 8.8% $ 152.6 $ 150.3 1.5% ------------------------------------------------------------------------- Basic earnings per share $ 1.27 $ 1.20 5.9% $ 1.88 $ 2.02 (7.1)% Adjusted basic earnings per share(1) $ 1.26 $ 1.16 8.6% $ 1.87 $ 1.84 1.3% ------------------------------------------------------------------------- (1) See section 15.0 on non-GAAP measures. (2) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information. (3) The former CEO retirement obligation has been recorded in CTR. See section 3.3.1. (4) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment.Consolidated net earnings in the second quarter were negatively affected by a marginal loss on the sale of property and equipment compared with the prior year, as well as a decrease of $2.2 million with respect to the net effect of securitization activities. Seasonal impact The second and fourth quarters of each year are typically when we experience stronger revenues and earnings in our retail businesses because of the seasonal nature of some merchandise at CTR and Mark's and the timing of marketing programs. The following table shows our financial performance by quarter for the last two years.Consolidated quarterly results(1) ($ in millions except per share amounts) Q2 2009 Q1 2009 Q4 2008 Q3 2008 ------------------------------------------------------------------------- Gross operating revenue $2,324.8 $1,758.1 $2,587.8 $2,257.5 Net earnings 103.7 49.7 101.5 109.1 Basic and diluted earnings per share 1.27 0.61 1.24 1.34 ------------------------------------------------------------------------- ($ 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 $2,049.2 Net earnings 97.7 67.1 131.3 102.2 Basic and diluted earnings per share 1.20 0.82 1.61 1.25 ------------------------------------------------------------------------- (1) 2008 quarterly results have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information. 2007 results have not been restated as the information required to calculate the restatement on a quarterly basis is not readily available. Items that affected the usual seasonal pattern noted above include: - Q2 2008 was negatively impacted by a $12.0 million pre-tax book-to- physical inventory adjustment at Mark's; - Q2 2008 was negatively impacted by a $9.7 million pre-tax expense related to the Options MasterCard relaunch at Financial Services; - Q3 2008 was positively impacted by an $8.6 million reduction in the tax provision, most of which related to the impact of the sale- leaseback transactions entered into since 2005; and - Q4 2008 was negatively impacted by a $28.7 million pre-tax expense related to a delayed-start interest rate swap adjustment. 3.2 Business unit Q2 2009 performance overview ------------------------------------------------------------------------- Canadian Tire Retail Mark's Work Wearhouse ------------------------------------------------------------------------- Q2 2009 Performance highlights Q2 2009 Performance highlights - continued development of new - opened two new corporate stores, store formats; one of which was a Combo store - replaced one traditional and and closed one corporate store; four "expanded and updated" - increased total retail space by stores with five Smart stores, approximately 5.6 percent year- two of which contains a full- over-year; store network totals size Mark's; and 375 locations; and - improved margins through - improved gross margins by over effective management of 400 basis points due to regular/promotional sales mix enhancements in inventory and product cost controls. control and markdown management. PartSource Q2 2009 Performance highlights - opened one new corporate store; and - increased the retail square footage by approximately 13.7 percent year-over-year as a result of ongoing network expansion. ------------------------------------------------------------------------- Canadian Tire Financial Services Petroleum ------------------------------------------------------------------------- Q2 2009 Performance highlights Q2 2009 Performance highlights - 5.3 percent increase in gross - grew store network by six gas average receivables for the bars (since Q2 2008); total managed portfolio; - grew convenience store business - increase in insurance and by 19.1 percent over the prior warranty products revenue; year; and - continued growth in the broker - continued focus on improving the GIC portfolio; and overall customer experience at - continued testing of the retail Petroleum sites. banking initiative. -------------------------------------------------------------------------The following sections outlining the Company's business segment performance highlight the respective segment's achievements to date against key initiatives identified in the 2013 Plan. The initiatives have been divided into growth (increase sales primarily through network growth, new stores and new products) and productivity (improve customer service metrics, service levels, cost-effectiveness and rates of return).3.3 Business segment performance 3.3.1 Canadian Tire Retail 3.3.1.1 Q2 2009 Strategic Plan performance The following outlines CTR's performance for the second quarter of 2009 in the context of our 2013 Plan. ------------------------------------------------------------------------- Canadian Tire Retail Growth Initiatives ------------------------------------------------------------------------- New store program 20/20 stores have been the cornerstone of CTR's growth agenda since 2003. This program is now complete and CTR has developed new store concepts which are designed to build on the successes of the 20/20 store program with a greater focus on improving sales and productivity at a lower capital cost. Plans for 2009 include opening new Smart stores that will have the same focus on improving sales and productivity, as well as providing a more exciting customer experience, and Small Market stores which are designed to expand our presence in smaller markets. ------------------------------------------------------------------------- 2009 Key initiatives 2009 Performance ------------------------------------------------------------------------- With the completion of the 20/20 Second quarter program in 2008, CTR's strategy is to test/rollout the next versions During the second quarter CTR of the CTR store. This includes replaced one traditional store and the building of, and conversion to, four "expanded and updated" stores the new Smart stores and new Small with five Smart stores, two of Market stores which are an which contain a full-size Mark's. important aspect of the 2013 Plan. We also closed one traditional store. At the end of the second quarter, there were nine Smart stores and five Small Market stores. The store network now totals 475 stores, 48 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. In 2008, CTR 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 and will continue this work through 2009. ------------------------------------------------------------------------- 2009 Key initiatives 2009 Performance ------------------------------------------------------------------------- CTR plans to continue to make key Second quarter improvements to the customer experience to support continued CTR survey results show a 2.8 sales growth. percent improvement in overall satisfaction when compared to 2008 results for the first half of the year. The Store Support and Dealer Relations teams continued working with the Canadian Tire Dealers to implement a new web- based version of the Customer Service Index program, which is currently being tested. ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- 2009 Key initiatives 2009 Performance ------------------------------------------------------------------------- Key initiatives for PartSource Second quarter include building CTR as a new commercial account for emergency During the quarter, PartSource shipments, updating the continued making significant organizational structure, testing progress on building the CTR new operating systems and a new commercial account. The entire auto parts catalogue. PartSource network (which consists of hub stores, corporate stores and franchise stores) supplies emergency auto parts to approximately 200 Canadian Tire stores. PartSource opened one new corporate store, converted one franchise store to a corporate store and converted one unbranded corporate store to the PartSource banner during the quarter. This brings the network total to 88 stores, including nine hub stores. (Details of the hub store are discussed below in the "Automotive Infrastructure initiative" section.) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Canadian Tire Retail Productivity Initiatives ------------------------------------------------------------------------- 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. The benefits of these projects include the ability to make faster and better decisions and improve our agility and speed to market. ------------------------------------------------------------------------- 2009 Key initiatives 2009 Performance ------------------------------------------------------------------------- In 2009, CTR plans to implement Second quarter productivity/control initiatives in the area of sales and operational Progress made on the CTR Change planning; and analyze and build Program included: requirements for 2010 - Completed and implemented implementation in the areas of first phase of sales and promotional planning and vendor operational planning relationship management. enhancements across all CTR merchandise divisions; - completed design of new processes and technology solutions for promotional planning capability; and - continued analysis of vendor relationship management capability including scope definition and process design work. ------------------------------------------------------------------------- Automotive Infrastructure initiative Revitalizing the cornerstone automotive business is a key priority over the 2013 Plan period as CTC continues to expand the network through opening 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 CTR and PartSource customers. In 2009, CTR plans to open an additional eight hub stores. In addition, the Company is investing in infrastructure and technological enhancements and is re-engineering customer facing processes. ------------------------------------------------------------------------- 2009 Key initiatives 2009 Performance ------------------------------------------------------------------------- Throughout 2009, CTC plans to open Second quarter eight hub stores. In addition, there will be further investment in Progress on the Automotive the physical retrofit of the Infrastructure initiative included: automotive distribution centres as well as a new project commissioned Emergency supply implementation: to implement the Manhattan - completed the roll out of do-it- warehouse management software into yourself emergency supply the Calgary auto parts distribution processes in nine PartSource hub centre. The investment in store markets which serve 140 distribution assets will support an CTR stores. increase in the auto parts SKU (stock keeping units) assortment by Assortment deployment processes: an additional 20%. Work to - now stocking more than 50,000 implement an industry-leading SKUs in two auto parts automotive hard parts catalogue distribution centres; will be completed and rolled out to - developing the work plan to CTR stores in 2010. implement the new warehouse management system in the Calgary auto parts distribution centre; and - solution design is underway to improve the automotive parts assortment planning process. Customer Experience processes: - the preferred software vendor has completed one third of the functional design specifications needed to support the customer experience processes; and - the parts data management business requirements have been completed. ------------------------------------------------------------------------- 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; and - average sales per square foot of retail space CTR total retail and same store sales (year-over-year percentage change) Q2 2009 Q2 2008 YTD 2009 YTD 2008 ------------------------------------------------------------------------- Total retail sales(1) (1.0)% 1.5% 0.8% 0.3% Same store sales(2) (2.7)% (0.5)% (0.8)% (1.8)% ------------------------------------------------------------------------- (1) Includes sales from Canadian Tire and PartSource stores 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 retail sales Second quarterWhile our retail stores continue to be influenced by the challenging economic conditions that are currently affecting Canada and unseasonably cool wet weather in Ontario and Quebec, the modest 1.0% decline in retail sales during the second quarter is considered to be a relatively good result, especially considering that there were fewer selling days compared with the prior year due to the timing of public holidays (Easter and Canada Day). The unseasonably cool wet weather impacted some seasonal businesses such as outdoor living and climate control and challenging economic conditions impacted some of our other categories such as tools and electronics. Same store sales were down 2.7% compared to the second quarter of 2008. On a regional basis we experienced weaker sales in Ontario and Quebec than in other provinces. PartSource experienced another quarter of year-over-year double-digit sales increases driven by both the continued expansion of the network and improved product assortment. The nature of PartSource's business also makes it somewhat resilient during economic downturns as consumers will tend to repair rather than replace their vehicles at such times, especially in view of the uncertainty in the North American auto sector. In addition, PartSource shipments to CTR Dealers continue to increase as components of the Automotive Infrastructure initiative project are rolled out. CTR store network definitions Our store network has evolved as we have introduced new store formats into our store categories, which we define as follows:------------------------------------------------------------------------- Smart store format Small Market store Updated & Expanded (late 2008) Average format (mid-2008) store format (1994 to retail square Average retail square mid-2008) Average footage: 63,000 footage: 18,000 retail square footage: 44,000 ------------------------------------------------------------------------- Next store concept Smaller format launched A combination of our renewal, building off in July 2008, ranging newer format stores, the 20/20 store with a in size from 14,000 to including "20/20", focus on growth and 19,000 square feet. "Class-of" and "Next improving productivity Small Market stores Generation" stores. through inspiring meet the needs of These stores, layouts, refreshed underserved rural previously referred to assortments and more markets and include as "standard stores", environmentally customized product range in size from responsible options. selection to serve a 16,000 to 89,000 Stores range in size particular region, easy- square feet, most of from 41,000 to 83,000 to navigate signage and which were opened or square feet. There are walkways, prominent converted to these currently nine Smart heritage departments formats between 1994 stores in the network (e.g.: hockey) and and mid-2008. the first of which generously sized outdoor "Updated and opened in November 2008. areas that "expand" the expanded" format store in peak periods. stores make up There are currently five approximately 90.4 Small Market stores in per cent of the the network. retail square footage in the CTR network (excluding PartSource). ------------------------------------------------------------------------- --------------------------------------------------- Traditional store PartSource stores (2008 format (1994 and and prior) Average prior) Average retail retail square footage: square footage: 16,000 7,000 --------------------------------------------------- Smaller than the PartSource is an "updated and expanded" automotive parts store format on average. specialty store designed Traditional stores have to meet the needs of various sizes and major purchasers of auto layouts ranging in size parts, professional from 3,000 to 36,000 automotive installers square feet. Traditional and serious do-it- stores make up yourselfers. Stores approximately 6.1 per carry a tailored product cent of the retail assortment based on local square footage in the vehicle needs and are CTR network (excluding easily recognizable with PartSource). the checkerboard flooring design. Beginning in 2007, new larger warehouse locations (hub stores) were opened to help bring more parts inventory closer to customers at both CTR and PartSource stores. --------------------------------------------------- CTR store count Q2 2009(1) 2008(2) 2007(2) 2006(2) 2005(2) ------------------------------------------------------------------------- Updated and expanded stores(3) 388 393 381 363 345 Traditional stores 73 76 92 105 117 Small Market stores 5 4 - - - Smart stores 9 2 - - - ------------------------------------------------------------------------- Total updated and expanded, traditional, Small Market and Smart stores 475 475 473 468 462 PartSource stores 88 86 71 63 57 ------------------------------------------------------------------------- (1) Store count at the end of Q2 2009. (2) Store count at the end of the year. (3) "Updated and expanded" stores decreased by 5 in 2009. They were converted into five Smart stores (one Smart store in Q1 and four Smart stores in Q2).CTR continues to retrofit its store network with a focus on converting selected new or replacement stores and "updated and expanded" existing stores to the latest formats. The 20/20 store format program was completed by the end of 2008 and two new formats (Small Market and Smart stores) were tested in late 2008 and in early 2009. Our latest formats have been well received by customers to date. For the remainder of 2009 and in subsequent years, we will continue to roll out the two new formats, consistent with the goals of the 2013 Plan.Average retail sales per CTR store(1),(2) For the 12 For the 12 months ended months ended ($ in millions) July 4, 2009 June 28, 2008 ------------------------------------------------------------------------- Updated and expanded stores $ 16.0 $ 16.0 Traditional stores 7.9 7.9 ------------------------------------------------------------------------- (1) Retail sales are shown on a 52-week basis in each year and exclude sales from PartSource stores, CTR's online web store and the labour portion of CTR's auto service sales. (2) Only includes stores that have been open for a minimum of two years as at the end of the quarter. The "updated and expanded" stores typically experience higher customer traffic and increases in average transaction value compared to traditional store formats. For the rolling 12-month period, the average retail sales for the "updated and expanded" stores, as well as the traditional stores, remained flat. Average sales per square foot of CTR retail space(1),(2),(3) For the 12 For the 12 months ended months ended July 4, 2009 June 28, 2008 ------------------------------------------------------------------------- Retail square footage(1),(3) (millions of square feet) 18.9 18.4 Updated and expanded stores(2),(3) ($ sales per square foot) $ 382 $ 381 Traditional stores(2),(3) 497 496 ------------------------------------------------------------------------- (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. It represents a point in time (instead of a rolling 12-month period) 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.Retail square footage increased by approximately 0.5 million square feet, year-over-year as noted above. Average sales per square foot of retail space in the larger "updated and expanded" 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 "updated and expanded" stores do however, on average, generate more total sales and have a lower operating cost for Dealers per retail square foot.3.3.1.3 CTR's financial results ($ in millions) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Retail sales $2,153.2 $2,174.5 (1.0)% $3,421.1 $3,393.3 0.8% Net shipments (year-over-year % change) (1.4)% 3.2% (0.1)% 1.8% Gross operating revenue $1,550.0 $1,562.1 (0.8)% $2,649.3 $2,633.4 0.6% EBITDA(2) 163.1 143.2 13.9% 259.9 245.3 5.9% ------------------------------------------------------------------------- Earnings before income taxes 95.2 85.1 12.0% 128.0 128.7 (0.5)% Less adjustment for: Gain (loss) on disposals of property and equipment (0.3) 0.1 (0.7) 4.0 Former CEO retirement obligation - 0.5 0.5 0.9 ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $ 95.5 $ 84.5 13.0% $ 128.2 $ 123.8 3.6% ------------------------------------------------------------------------- (1) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See sections 14.1 and 14.2 for additional information. (2) See section 15.0 on non-GAAP measures. Explanation of CTR's financial resultsSecond quarter Shipments and gross operating revenue experienced marginal declines in the second quarter due to the impact of a softer economy and unseasonable weather conditions, as noted above. The proportionately larger decline in shipments compared with retail sales reflects ongoing efforts by Dealers to manage their inventory levels in the face of economic uncertainty. As noted above, these results are considered reasonable considering the fewer selling days compared with the prior year due to the timing of holidays. In spite of the decline in revenue, CTR earnings before taxes improved 12% over the prior year. This was attributable to stronger margins due to effective management of pricing, regular/promotional shipments mix and product cost controls. Operating expenses increased modestly as increased expenses for the new Eastern Canada Distribution Centre, higher store occupancy costs and continued investments in major initiatives (Automotive Infrastructure, CTR Change Program and IT Renewal as well as ongoing expansion of the PartSource store network) were partially offset by effective cost management in other areas, such as personnel and administration. 3.3.1.4 CTR's business risks CTR is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, supply chain disruption, seasonality and environmental risks. Please see section 5.3.1.6 of our 2008 Financial Report for an explanation of these business-specific risks. See also section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.3.3.2 Mark's Work Wearhouse 3.3.2.1 Q2 2009 Strategic Plan performance The following outlines Mark's performance for the second quarter of 2009 in the context of our 2013 Plan. ------------------------------------------------------------------------- Mark's Work Wearhouse Growth Initiatives ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- Mark's will continue network Second quarter development through opening new stores, relocating or expanding - opened two new corporate stores, existing stores and renovating one of which was a Combo store; older stores to the newest Mark's - relocated three corporate format. For 2009, we plan to: stores, one of which was a Combo store; - Open 14 new stores; - renovated one corporate store; - Relocate 10 stores; and - Expand 3 stores; and - closed one corporate store. - Grow the retail square footage by 5% Mark's total retail square footage at the end of the quarter was 3.2 million square feet, an increase of 5.6% vs. Q2 2008. In light of current economic conditions, we have reduced our expected store build activity for 2009 as follows: - Open 10 new stores; - Relocate 9 stores; - Expand 2 stores; and - Grow the retail square footage by 3%. ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- While participating in the Mark's Second quarter portion of the newly-developed concepts for CTR/Mark's Combo The two Combo stores opened in the stores, such as Smart stores and second quarter, one new and one Small Market stores, Mark's is relocation as noted above, were the developing a new, stand-alone new format Smart Stores. Work is "CLOTHES THAT WORK®" store that also in progress on Mark's first will be tested in 2009. complete "CLOTHES THAT WORK®" prototype store. ------------------------------------------------------------------------- Category expansion Mark's has set aggressive growth goals for the 2013 Plan period which will be supported by category expansion in its three major product lines. Although growth was modest in 2007 and 2008 and decreased slightly in 2009 to date, 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 is expected to bring continued growth during the Plan period. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- In 2009, Mark's will continue to Second quarter - corporate sales expand its product assortment in - sales of women's wear decreased the three main categories of by 1.3 percent; apparel and footwear with a focus - sales of industrial wear on the Clothes That Work campaign. decreased by 10.7 percent and - sales of men's wear decreased by 14.1 percent. In the second quarter of 2009, after some testing in previous quarters, Mark's completed its formal launch of dri-WEAR® and this technology is now used in Mark's underwear, socks, T-shirts, polo shirts and is being incorporated in the lining of some of the Company's outerwear. Mark's also continued to leverage previously launched products such as CURVETECH™ shape-enhancing technology in its women's wear category and QUAD COMFORT® footwear for men and women. For the second quarter, the company established an interactive website for consumers to answer their questions about various footwear product lines and health-related benefits. ------------------------------------------------------------------------- 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 2009 Q2 2008 2009 YTD 2008 YTD ------------------------------------------------------------------------- Total retail sales(1) (9.8)% 5.3% (6.6)% 1.5% Same store sales(2) (11.3)% 0.9% (8.2)% (2.8)% ------------------------------------------------------------------------- (1) Includes retail sales from corporate and franchise stores. (2) Mark's same store sales excludes new stores, stores not open for the full period in each year and store closures.Second quarter Mark's retail sales during the second quarter of 2009 continued to be impacted by a further softening of economic conditions across Canada, especially in the key Ontario and Alberta markets. Corporate store sales in industrial wear were down double digit with the largest dollar decreases occurring in men's industrial footwear and men's industrial work wear. This is reflective of weakness in the labour market conditions in the manufacturing sector in Ontario and the oil regions of Alberta. Corporate store sales of men's casual clothing also declined double digit with categories such as casual bottoms, jeans, woven shirts and T-shirts leading the decline. Corporate store sales in ladies' wear were relatively better. While this category experienced a modest decline, ladies accessories and healthwear posted double digit increases. Mark's continues to focus on its "CLOTHES THAT WORK®" strategy and has maintained its pricing to focus on optimizing margins rather than driving sales volumes.Average corporate store sales(1) For the For the For the 12 months 12 months 12 months ended, ended, ended, July 4, June 28, June 30, 2009 2008 2007 ------------------------------------------------------------------------- Average retail sales per store ($ thousands)(2) $ 2,619 $ 2,735 $ 2,867 Average sales per square foot ($)(3) 302 323 347 ------------------------------------------------------------------------- (1) Calculated on a rolling 12-month basis. (2) Average retail sales per corporate store include corporate stores that have been open for 12 months or more. (3) Average sales per square foot is based on sales from corporate stores. We have prorated square footage for corporate stores that have been open for less than 12 months.Mark's average retail sales per store and average sales per square foot have been declining since the end of the second quarter of 2007, primarily due to the economic slowdown which began then, combined with the fact that Mark's has, through new stores, store relocations, store expansions and franchise repatriations, increased its corporate store retail square footage by 20% over that time frame. According to a market research company that tracks the clothing industry retail trends, Mark's continued to increase its market share of the total Canadian apparel market in 2008 and maintained its market share through the first quarter of 2009, the latest data available. Mark's believes that with its continued network expansion it will be well positioned to increase its market share and resume improving its average retail sales per store and average sales per square foot when the Canadian apparel market recovers from the current recession.3.3.2.3 Mark's financial results ($ in millions) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Retail sales(2) $ 210.2 $ 233.1 (9.8)% $ 378.7 $ 405.6 (6.6)% Gross operating revenue(3) 182.2 200.6 (9.2)% 329.3 348.1 (5.4)% EBITDA(4) 14.0 14.2 (0.8)% 16.2 17.2 (5.3)% ------------------------------------------------------------------------- Earnings before income taxes 7.1 7.3 (2.7)% 2.2 3.9 (43.4)% Less adjustment for: Loss on disposals of property and equipment (0.1) (0.1) (0.3) (0.1) ------------------------------------------------------------------------- Adjusted earnings before income taxes(4) $ 7.2 $ 7.4 (1.3)% $ 2.5 $ 4.0 (36.2)% ------------------------------------------------------------------------- (1) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See sections 14.1 and 14.2 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 15.0 on non-GAAP measures.Explanation of Mark's financial results Second quarter Gross operating revenue declined 9.2% in the second quarter vs. the prior year, in line with the decline in retail sales as referenced above. Mark's pre-tax earnings decreased in the second quarter of 2009 primarily as a result of the decrease in gross operating revenue. The gross margin rate on merchandise sold was very strong, up 470 basis points due to improved inventory control and count processes, resulting in shrinkage returning to historical norms. The year-to-date gross margin rate was also favourably impacted by lower markdowns through the application of a new advanced integrated merchandising planning system. Total expenses were well managed during the second quarter of 2009, increasing by only $0.6 million, or less than 1%, despite having 15 more corporate stores in the network versus the second quarter of 2008. This was due to aggressive management of store payroll expenses and reduced advertising. 3.3.2.4 Mark's business risks Mark's is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, seasonality and market obsolescence risks. Please see section 5.3.2.5 of our 2008 Financial Report for an explanation of these business-specific risks. See also section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.3.3.3 Canadian Tire Petroleum 3.3.3.1 Q2 2009 Strategic Plan performancePetroleum 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 2009 in the context of our 2013 Plan.------------------------------------------------------------------------- Canadian Tire Petroleum Growth Initiatives ------------------------------------------------------------------------- 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 2013 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 to enhance the customer experience. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- In 2009, Petroleum will continue to Second quarter strengthen the existing network by opening new sites and refurbishing - opened one new convenience or rebuilding existing sites. store; - replaced one gas bar; and - closed one gas bar, one car wash and one convenience store. At the end of the quarter, Petroleum had 273 gas bars, including 37 re-branded sites. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Canadian Tire Petroleum Productivity Initiatives ------------------------------------------------------------------------- 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 in the process of enhancing its interrelatedness strategy to further extend its marketing leverage across the Company. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- In 2009, Petroleum will Second quarter aggressively seek out additional cross-marketing opportunities to - executed cross-marketing further leverage its national contest at gas bars interrelatedness strategy to drive driving traffic to CTR and customer traffic, transactions, Mark's stores and Financial customer loyalty and earnings Services' Options MasterCard across the enterprise. - issued multiplier coupons that increase the Canadian Tire 'Money' offered on gas purchases paid for in cash or by Canadian Tire Options MasterCard; and - offered discount coupons on Canadian Tire merchandise with the purchase of gas. ------------------------------------------------------------------------- 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 2009 Q2 2008 Change 2009 YTD 2008 YTD Change ------------------------------------------------------------------------- Sales volume (millions of litres) 435.1 429.6 1.3% 843.9 843.4 0.1% ------------------------------------------------------------------------- Gasoline sales volumes in the second quarter were up 1.3%, the first increase in eight quarters as consumers benefited from lower pump prices and additional locations. Petroleum's convenience and car wash sales (year-over-year percentage change) Q2 2009 Q2 2008 2009 YTD 2008 YTD ------------------------------------------------------------------------- Total retail sales Convenience store sales 19.1% 5.0% 18.0% 8.0% Car wash sales 0.8% (8.6)% 8.6% (17.2)% ------------------------------------------------------------------------- Same store sales Convenience 15.6% 3.5% 14.9% 6.4% Car wash 1.0% (8.5)% 8.6% (17.4)%Convenience store sales were very strong in the second quarter of 2009 especially in the confectionary, tobacco and lottery categories which are more resilient during economic downturns. Sales also benefited from the exit of competitors in certain markets. Car washes were relatively flat in comparison to the second quarter of the prior year, which is considered to be a good result considering the economic environment.3.3.3.3 Petroleum's financial results ($ in millions) Q2 2009 Q2 2008 Change 2009 YTD 2008 YTD Change ------------------------------------------------------------------------- Retail sales $ 425.7 $ 541.9 (21.4)% $ 779.1 $ 990.9 (21.4)% Gross operating revenue 390.8 514.8 (24.1)% 712.7 937.6 (24.0)% EBITDA(1) 12.1 12.1 (0.1)% 22.5 21.1 6.4% ------------------------------------------------------------------------- Earnings before income taxes 7.8 8.0 (2.7)% 13.8 13.0 6.2% Less adjustment for: Loss on disposals of property and equipment (0.3) - (0.3) (0.2) ------------------------------------------------------------------------- Adjusted earnings before income taxes(1) $ 8.1 $ 8.0 1.0% $ 14.1 $ 13.2 6.7% ------------------------------------------------------------------------- (1) See section 15.0 on non-GAAP measures.Explanation of Petroleum's financial results Second quarter Retail sales and gross operating revenues declined more than 20% in the second quarter of 2009, due to a 25.5 percent decrease in retail gasoline prices year-over-year. Despite the decrease in pump-prices, Petroleum's pre-tax earnings were only down 2.7 percent due to strong Convenience sales, relatively stable gasoline margins and well managed operating expenses which were held flat in spite of the growth in the Petroleum network. 3.3.3.4 Petroleum's business risks Petroleum is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, environmental and commodity price and disruption risks. Please see section 5.3.3.5 of our 2008 Financial Report for an explanation of these business-specific risks. See also section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.3.3.4 Canadian Tire Financial Services 3.3.4.1 Q2 2009 Strategic Plan performance The following outlines Financial Services' performance for the second quarter of 2009 in the context of our 2013 Plan. ------------------------------------------------------------------------- Canadian Tire Financial Services Growth Initiatives ------------------------------------------------------------------------- Total managed portfolio of loans receivable (credit card, personal, line of credit and mortgage loans) Financial Services plans to grow its portfolio through increases in average balances, new account acquisition and the introduction of new credit cards. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- For 2009, Financial Services has Second quarter targeted the increase of gross average credit card receivables Gross average loans receivable were mainly through increases in the $4.0 billion in the second quarter. average account balances. The growth reflects an 8.9 percent increase in the average account balance, partially offset by a decrease in the number of accounts carrying a balance versus the same period last year. ------------------------------------------------------------------------- Retail banking Financial Services began offering retail banking products including high- interest savings accounts, retail GICs and residential mortgages in two pilot markets in October 2006. 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 that Canadian Tire Financial Services has earned over the last 40 years providing financial services to millions of customers. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- Financial Services' retail banking Second quarter plans include increasing the ending mortgage portfolio balance and Financial Services had accumulated retail deposit balances. over $541 million in retail deposits and over $167 million in mortgages Financial Services will incur as at the end of the second quarter approximately $17 million in net of 2009. expenses associated with the marketing and operations of the Financial Services incurred retail banking initiative in 2009. $3.9 million in net expenses associated with the marketing and operation of the retail banking initiative during the second quarter of 2009. ------------------------------------------------------------------------- Insurance and other ancillary products Financial Services plans to enhance its insurance and warranty product offering to credit card customers. Revenues from insurance and warranty products have increased significantly in the last five years through direct marketing to Canadian Tire's growing base of customers. ------------------------------------------------------------------------- 2009 Key initiatives Q2 2009 Performance ------------------------------------------------------------------------- Financial Services plans to Revenues from insurance and warranty increase revenues from insurance products increased 6.2 percent in and warranty products during 2009. the second quarter versus the same period last year. ------------------------------------------------------------------------- 3.3.4.2 Key performance indicators The following are key indicators of Financial Services' performance: - size of the total managed portfolio - profitability of the portfolio - quality of the portfolio Financial Services' total managed portfolio of loans receivable ($ in millions, except where noted) Q2 2009 Q2 2008 Change 2009 YTD 2008 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,799 1,861 (3.4)% 1,801 1,855 (2.9)% Average account balance ($) $ 2,250 $ 2,066 8.9% $ 2,236 $ 2,069 8.1% Gross average receivables (GAR) 4,047.9 3,844.9 5.3% 4,028.5 3,838.3 5.0% Total managed portfolio (end of period) 4,109.9 3,926.7 4.7% Net managed portfolio (end of period) 3,996.6 3,830.2 4.3% -------------------------------------------------------------------------As management believes that the full picture of trends in Financial Services' business can best be derived by evaluating the performance of both securitized and non-securitized loans receivable portfolios, the portfolios have been presented to include all securitized loans receivable. Financial Services presents loans receivable information on a managed basis to evaluate the credit performance and overall financial performance of the underlying loans. Financial Services' gross average receivables were up 5.3% in the second quarter, due primarily to higher average credit card balances and increased mortgage volumes. The continued success of the Gas Advantage MasterCard and an increase in balance transfers also contributed to the total portfolio growth, partially offset by a decline in personal loan accounts and balances. 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 retail banking products as another potential channel for growth in the longer term.Financial Services' portfolio of credit card loans receivable ($ in millions, except where noted) Q2 2009 Q2 2008 Change 2009 YTD 2008 YTD Change ------------------------------------------------------------------------- Average number of accounts with a balance (thousands) 1,772 1,823 (2.8)% 1,773 1,816 (2.4)% Average account balance ($) $ 2,144 $ 1,994 7.5% $ 2,132 $ 1,999 6.6% Gross average receivables 3,799.5 3,636.0 4.5% 3,779.2 3,630.7 4.1% Total managed portfolio (end of period) 3,866.6 3,710.7 4.2% -------------------------------------------------------------------------Gross average credit card loans receivable grew 4.5 percent to $3.8 billion at the end of the quarter primarily due to a 7.5 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 achieve this objective. 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 2009 Q2 2008 Q2 2007 Q2 2006 Q2 2005 ------------------------------------------------------------------------- Total revenue as a % of GAR(2) 24.93% 24.42% 24.88% 25.10% 26.13% Gross margin as a % of GAR(2) 11.65% 12.47% 13.13% 13.17% 13.57% Operating expenses as a % of GAR(3) 7.02% 7.83% 7.82% 8.21% 8.91% Return on average total managed portfolio(2,3,4) 4.65% 4.65% 5.32% 4.97% 4.66% ------------------------------------------------------------------------- (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) Figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information. (4) Return is calculated as adjusted earnings before taxes as a percentage of GAR.The return on the total managed portfolio is unchanged in comparison to the second quarter of 2008 as increased revenue and improved operating efficiency was offset by increased write-offs. 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 over the last five years.Portfolio quality Q2 2009 Q2 2008 Q2 2007 Q2 2006 Q2 2005 ------------------------------------------------------------------------- Net write-off rate (rolling 12-month basis) 6.82% 5.98% 5.89% 5.95% 5.96% Account balances less than 30 days overdue at end of period 95.97% 96.43% 96.57% 96.39% 96.63% Allowance rate 2.76% 2.46% 2.32% 2.47% 2.40% -------------------------------------------------------------------------The target range for the net write-off rate is between 5.0 percent and 6.0 percent. With the exception of 2009, the five-year historic trend illustrates our successful ability to manage the write-off rates through initiatives such as improving collections and seeking credit-worthy customers. The 2009 rolling 12-month net write-off rate on the total loans portfolio has been impacted by an increase in write-offs and consumer bankruptcies as a result of a more challenging economic environment. While bankruptcy costs increased, analysis of the business segment's performance versus national statistics indicates that Financial Services continues to experience lower costs than would be expected due to its effective credit risk strategies which improved the quality of the loan portfolio. Periodic fluctuations in write-offs, aging and allowances occur as a result of a variety of economic influences such as job growth or losses, personal debt levels and personal bankruptcy rates, as well as changes caused by adjustments to collection strategies. The increase in the allowance rate compared to the second quarter of 2008 is due to an increase in the credit card portfolio aging due to challenging economic conditions and the impact of changes in collection practices in 2008. However a number of actions have already been taken to manage the quality of the portfolio and write-off rates are expected to return to acceptable levels over the longer term.3.3.4.3 Financial Services' financial results ($ in millions) Q2 2009 Q2 2008(1) Change 2009 YTD 2008 YTD(1) Change ------------------------------------------------------------------------- Gross operating revenue $ 232.9 $ 201.5 15.6% $ 450.2 $ 410.2 9.8% EBITDA(2) 60.9 47.1 29.2% 107.6 107.5 0.1% ------------------------------------------------------------------------- Earnings before income taxes 42.3 44.4 (4.7)% 74.8 98.6 (24.2)% Less adjustment for: Loss on disposals of property and equipment (0.1) - (0.2) - Net effect of securitization activities(3) 1.7 3.9 2.2 16.8 ------------------------------------------------------------------------- Adjusted earnings before income taxes(2) $ 40.7 $ 40.5 0.5% $ 72.8 $ 81.8 (11.0)% ------------------------------------------------------------------------- (1) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information. (2) See section 15.0 on non-GAAP measures. (3) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on re-investment.Explanation of Financial Services' financial results Second quarter Financial Services' gross operating revenue increased by 15.6% over the second quarter of 2008 largely as a result of an increase in credit interest earned due to an increase in yield. Revenues from insurance and other ancillary services also experienced strong growth. Earnings before income taxes for the second quarter were impacted by a lower net effect from securitization activities. After adjusting for this, as well as the impact of the $9.7 million investment in the Options MasterCard relaunch in Q2 2008, Financial Services' earnings declined by 19% from the previous year. The primary reason for the decline in earnings growth during the quarter was the increase in loan loss provisioning resulting from a softening economy and credit market conditions and its consequent impact on consumer bankruptcy and write off rates, as noted above. It was also attributable to a substantial increase in interest expense caused by the rapid expansion of broker deposits at Financial Services which are being used to prefund the maturation of the Glacier notes and GICs in late 2009. The cost of this conservative approach was approximately $4.2 million for the quarter. These increased costs were partially offset by a continued effort to reduce operating costs. 3.3.4.4 Financial Services' business risks Financial Services is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, consumer credit, securitization funding, interest rate and regulatory risk. Please see section 5.3.4.8 of our 2008 Financial Report for an explanation of these business-specific risks as well as section 5.1.4 of this MD&A for a description of the securitization program and Canadian Tire's liquidity and capital market activity. Also see section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business. 4.0 Capital management In order to support our growth agenda and meet the objectives enumerated in our 2013 Plan, the Company actively manages its capital. The Company's objectives are:- minimizing the after-tax cost of capital; - maintaining healthy liquidity reserves and access to capital; and - maintaining flexibility in capital structure to ensure the ongoing ability to execute the Strategic Plan.The current economic environment has not changed the Company's objectives in managing capital. The definition of capital varies from company to company and from industry to industry. Our definition of capital includes the current-portion of long-term debt, long-term debt, long-term deposits, long-term liabilities that are derivative or hedge instruments related to capital items only, share capital, contributed surplus, components of accumulated other comprehensive income (loss) related to capital items only, and retained earnings. For a full listing of these amounts and further information, please refer to note 11 in the Notes to the Consolidated Financial Statements. Under existing debt agreements, key financial covenants are monitored on an on-going basis by Management to ensure compliance with the agreements. The Company was in compliance with these covenants during the second quarter of 2009. The Company's wholly-owned subsidiary, CTB, 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.During the second quarter of 2009 and for the comparative period, 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 further information on capital management, see note 11 in the Notes to the Consolidated Financial Statements and section 7.0 (Capital Management) in our 2008 Financial Report. 5.0 Financing While the credit markets remain challenged in their lending operations, Canadian Tire's financing capabilities are strong and have improved since Q4 2008, evidenced by a $200 million, 7-year debt transaction completed in May 2009 and the execution of a two year committed credit facility completed in June 2009. We have a number of alternative financing sources in order to ensure that the appropriate level of liquidity is available to meet our strategic objectives. These sources may be summarized as follows:Summary of Canadian Tire's financing sources ------------------------------------------------------------------------- Amount Financing Source Available Description ------------------------------------------------------------------------- Committed bank lines of $1.22 billion Provided by 11 domestic and credit international financial institutions and includes support for the $800 million commercial paper program noted below which is covered by the bank lines on a dollar for dollar basis. No amounts were drawn on the bank lines as at July 4, 2009 and the full amount was available. Commercial paper program $800 million Canadian Tire had no commercial paper outstanding as at July 4, 2009. Medium Term Notes (MTN) $750 million A new Shelf Prospectus was program completed as of April 8, 2009, providing the Company with access of up to $750 million for the next 25 months. $200 million was drawn upon as an MTN issuance in June. Securitization of Transaction Securitization transactions receivables specific handled through Glacier Credit Card Trust ("GCCT") have historically proved to be a relatively cost-effective form of financing. Financial Services has not securitized any credit card receivables in 2009 to date. Broker GIC deposits No specified This avenue of fund-raising limit ramped up in the second half of 2008 and funds continue to be readily available through broker networks. As at the end of Q2 2009, Financial Services held $1.6 billion in broker GIC deposits. High Interest Savings No specified This avenue of fund-raising Accounts limit increased in the second quarter of 2009. At the end of Q2 2009, Financial Services held $490 million in High Interest Savings deposits. Sale/leaseback transactions Transaction Additional sources of funding specific available on strategic transactions involving Company owned properties as appropriate.Broker GIC deposits and High Interest Savings accounts are available to provide liquidity to CTB. As indicated in the table above, as of July 4, 2009, the Company had $1.22 billion in committed bank lines of credit, of which $800 million pertains to a syndicated credit facility that was executed on June 9, 2009 with an initial term of two years, which can be extended for a further year on each anniversary. On June 29, 2009, the Company executed new bilateral credit facilities to replace certain of its previously existing bilateral credit agreements. These new bilateral credit agreements have an initial term of one year and can be extended quarterly for an additional quarter. The remaining bilateral credit lines are committed at least until late 2009. As of July 4, 2009, the GCCT commercial paper program has access of up to $800 million of the total Canadian Tire committed lines. GCCT has achieved compliance with DBRS® Global Liquidity Standards. Debt market conditions Credit markets have shown signs of continuous improvement over the course of 2009 to date; however the public asset-backed securities market is still relatively illiquid, with only one transaction completed in Canada so far in 2009. Canadian Tire participates in the asset-backed security markets through the use of commercial paper and issuance of MTNs. Throughout 2008 and 2009, GCCT has continued to refinance certain of its maturing commercial paper and had $63 million of commercial paper outstanding as of July 4, 2009, fully backed by the bank credit lines. For 2009, no corporate debt maturities are scheduled. Late in the year, GCCT term notes of $625 million will mature, which will result in a corresponding increase in receivables at Financial Services, unless the notes are refinanced. Should the Company not complete a credit card securitization transaction in the near-to-medium term due to the unstable financial market conditions, the Company has access to other sufficient sources of financing as indicated in the table above. In December 2008, Canadian Tire received confirmation from both of its rating agencies on its various funding programs, all of which had a stable outlook. As at July 4, 2009 there had 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.Long-term debt On June 1, 2009, the Company issued $200 million, 7 year medium term notes, which mature and are repayable on June 1, 2016, and bear interest at 5.65 percent, payable semi-annually. Broker deposits CTB has been very successful in issuing broker GICs since the fourth quarter of 2007. CTB broker deposits raise cash through sales of GICs through brokers rather than directly to the retail customer and are typically offered at a higher interest rate compared to retail GICs. Individual balances up to $100,000 are Canada Deposit Insurance Corporation (CDIC) insured. CTB broker GICs are offered for varying terms ranging from 30 days to five years, and all issued GICs are non-redeemable prior to maturity (except in certain rare circumstances). Given that the overall size of the broker GIC market is estimated to be $66 billion in Canada, CTB believes that there is ample room in the market to take advantage of CTB broker GIC deposits as a cost-effective alternative funding source to the securitization of credit card receivables. As at the end of the second quarter of 2009, CTB had approximately $1.6 billion in total short-term and long-term CTB broker GIC deposits outstanding. CTB believes that there is potential to generate further increases in this funding source in the future, depending on the time of year and on market conditions. High Interest Savings deposits More recently, CTB has been successful in generating deposits from High Interest Savings (HIS) account balances and at the end of the second quarter, CTB had $490 million in HIS deposits. HIS provide another cost effective alternative funding source to credit card securitization and broker deposits. 5.1 Funding program 5.1.1 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 normal course issuer bid (NCIB) (as described in section 6.0 below), from a combination of sources. In the second quarter of 2009, the primary sources of funding were:- $628 million of cash arising from an increase in net deposits; and - $200 million of cash arising from the issuance of medium term notes.5.1.2 Cash and cash equivalents At July 4, 2009, the Company's cash and cash equivalents totaled $1,346.0 million versus $28.5 million at June 28, 2008. This change in cash balance was positively impacted by the increase in net deposits. This cash balance will be used, in part, to fund the repurchase of outstanding receivables of Glacier in the fourth quarter of 2009. There was no commercial paper outstanding at the end of the second quarter of 2009 or 2008. During the second quarter of 2009, we used cash primarily for the following:- $172 million for the investment in short-term investments; - $146 million for the investment in loans receivable; - $82 million for the repayment of commercial paper; - $43 million for additions to property and equipment; and - $18 million for additions to intangible assets, primarily computer software.5.1.3 Working capital Optimizing our working capital continues to be a long-term priority in order to maximize cash flow for use in the operations of the Company. The table below shows the change in the value of our working capital components at the end of the second quarter of 2009 from the second quarter of 2008.Comparable working capital components Increase/ (decrease) July 4, June 28, in working ($ in millions) 2009 2008(1) capital ------------------------------------------------------------------------- Short-term investments $ 171.6 $ - $ 171.6 Accounts receivable 478.7 362.5 116.2 Merchandise inventories 991.2 996.6 (5.4) Income taxes recoverable 111.5 86.7 24.8 Prepaid expenses and deposits 72.8 62.4 10.4 Accounts payable and other (1,160.0) (1,200.2) 40.2 ------------------------------------------------------------------------- $ 357.8 ------------------------------------------------------------------------- (1) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information.The increase in short-term investments was due to cash raised from an increase in CTB deposits that will subsequently be used to fund the increase of credit card loans receivable upon the maturity of GCCT asset-backed notes in November 2009 (see below). The cost of this conservative approach was approximately $4.2 million for the quarter. The increase in accounts receivable was due to a temporary extension of payment terms with our Dealers under a program designed to rebuild Dealer inventories to optimal levels. 5.1.4 Loans receivable Our loans receivable securitization program is designed to provide a cost-effective source of funding for Financial Services. Loans receivable were as follows at the indicated dates:July 4, June 28, ($ in millions) 2009 2008 ------------------------------------------------------------------------- Securitized $ 2,208.1 $ 2,848.8 Non-securitized 1,788.5 981.4 ------------------------------------------------------------------------- Net managed loans receivable $ 3,996.6 $ 3,830.2 -------------------------------------------------------------------------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 and mortgage volumes increased. At the end of the second quarter of 2009, net managed loans receivable were 4.3 percent higher than at the end of the second quarter of 2008. CTB sells co-ownership interests in credit card loans to GCCT. Since the Company does not have a controlling interest in GCCT, 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". See note 1 in the Notes to the 2008 Consolidated Financial Statements. We expect the continued growth in the average balances of Canadian Tire MasterCard credit card accounts to lead to an increase in total loans receivable in 2009. Financial Services expects to continue to fund this increase from the sale of co-ownership interests in credit card loans to GCCT and raising deposits by CTB. 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 dependent on GCCT's ability to obtain funds from third parties by issuing debt instruments with high credit ratings. Refer to section 5.0 above for a listing of GCCT's credit ratings and prevailing market conditions. The trustee and custodian for GCCT, Computershare Trust Company of Canada, 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. 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 2009 was $43.92 per share compared to $40.17 at the end of the second quarter of 2008. 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 12, 2009, we announced our intention to initiate a NCIB to purchase up to 3.4 million of the issued and outstanding Class A Non-Voting Shares over the 12-month period ending February 18, 2010. In the prior year, a total of approximately 0.5 million Class A Non-Voting Shares were purchased under the previous NCIB. 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.Shares outstanding July 4, June 28, 2009 2008 ------------------------------------------------------------------------- Class A Non-Voting Shares (CTC.A) Shares outstanding at beginning of year 78,178,066 78,048,062 Shares issued under plans(1) 500,482 359,610 Shares purchased under NCIB (440,200) (350,800) ------------------------------------------------------------------------- Shares outstanding at end of quarter 78,238,348 78,056,872 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 $17.1 million were declared on Common and Class A Non-Voting Shares in the second quarter of 2009 compared to dividends of $17.1 million in the second quarter of 2008, reflecting the Board of Directors' decision in February 2009 to maintain the annual dividend rate at $0.84 per share. The first quarterly dividend at the 2009 rate was declared on February 12, 2009 in the amount of $0.21 per share payable on June 1, 2009 to shareholders of record as of April 30, 2009. The second quarterly dividend was declared on May 14, 2009 in the amount of $0.21 per share payable on September 1, 2009 to shareholders of record as of July 31, 2009. The third quarterly dividend was declared on August 13, 2009 in the amount of $0.21 per share payable on December 1, 2009 to shareholders of record as of October 30, 2009. 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, capital market conditions and investment opportunities. Normalized earnings per share for this purpose excludes gains and losses on the sale of credit card and loans receivable and non-recurring items but includes gains and losses on the ordinary course disposition of property and equipment. 7.0 Investing activities 7.1 Q2 2009 Capital expenditures program Canadian Tire's capital expenditures, on an accrual basis, totaled $48 million in the second quarter of 2009 (including intangible assets such as software acquisitions), approximately 48 percent lower than the $93 million spent in the second quarter of 2008. These capital expenditures were comprised of:- $21 million for real estate projects, including projects associated with the rollout of CTR's new store formats; - $13 million for information technology; - $3 million for CTR distribution centres; - $3 million for Automotive Infrastructure; and - $8 million for other purposes.Overall, capital investment has slowed since the second quarter of 2008, as construction of the Eastern Canada Distribution Centre is complete. We have also begun to focus on the next store concept renewals, such as our Smart and Small Market stores. This renewal program is a less capital-intensive effort than the 20/20 store rollout. 7.2 2009 Capital expenditures plan In light of current market conditions, the 2009 capital expenditure plan which had originally been set at $390 million, was reduced to $360 million at the end of the first quarter and was further reduced to approximately $326 million at the end of the second quarter. Our revised capital plan includes the following expenditures:- $163 million for real estate projects, including $130 million associated with the rollout of CTR's new store formats; - $64 million for information technology; - $24 million for CTR distribution centres; - $14 million for Automotive Infrastructure; - $12 million for energy management and lighting; and - $49 million for other purposes.8.0 Foreign operations The Company has established operations outside of Canada including offshore activities in Bermuda and the Pacific Rim. For an overview of our foreign operations, see section 11.0 of the MD&A contained in the 2008 Financial Report. 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 $192.5 million. Although the Company has appealed these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $119.7 million related to this matter, all of which 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. The year to date tax provision has been reduced by $4.6 million due to the retroactive change in legislation relating to the taxation of gains realized from the disposition of shares during 2006 and 2007.10.0 Off-balance sheet arrangements 10.1 Glacier Credit Card TrustAs 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 section 5.1.4 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. We are aware that the participating banks wish to amend the program on termination of the existing agreement. They must provide a six month notice period before any amendments are effective. As a result, while we are under no contractual obligation to provide financial support to our Dealers who participate in the arrangement, we are actively working with the Dealers and a number of banks, including the existing participating banks, to extend the availability of financing to the Dealers on appropriate terms and conditions. Refer to MD&A section 13.2 of our 2008 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. The total is approximately $34 million. Refer to MD&A section 13.3 of our 2008 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 13.4 of our 2008 Financial Report for additional information on derivative financial instruments. 11.0 Enterprise risk management The Company approaches the management of risk strategically through its Enterprise Risk Management (ERM) framework in order to mitigate the impact of principal risks on its business and operations. Introduced in 2003, the ERM framework sets out principles and tools for identifying, evaluating, prioritizing, monitoring and managing risk effectively and consistently across the Company. The ERM framework and the principal risks that the Company manages on an ongoing basis are described in detail in sections 14.0 and 14.2, respectively, of the MD&A in our 2008 Financial Report. Management reviews risks on an ongoing basis and did not identify any new principal risks during the second quarter of 2009. During the second quarter there was a mild outbreak of the H1N1 flu virus (Human Swine Flu) with confirmed cases in Canada. The Company's crisis management and emergency response structures and protocols are in place to address these and other types of hazards and business interruptions. These practices are being applied during this outbreak to protect our employees, customers and suppliers and the Company is also taking the opportunity to review and enhance our existing practices. 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 12 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. 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 provide for future credit losses. A continuity of the Company's allowances for credit losses is as follows:Credit card loans Other loans(1) ---------------------------------------- July 4, June 28, July 4, June 28, ($ in millions) 2009 2008 2009 2008 ---------------------------------------- Balance, beginning of year $ 51.8 $ 51.5 $ 3.5 $ 2.7 Provision for credit losses 70.4 24.0 3.0 6.2 Recoveries 8.8 6.3 0.4 0.3 Write-offs (68.0) (40.5) (4.0) (4.5) ---------------------------------------- Balance, end of period $ 63.0 $ 41.3 $ 2.9 $ 4.7 ---------------------------------------- ---------------------------------------- Accounts receivable Total ---------------------------------------- July 4, June 28, July 4, June 28, ($ in millions) 2009 2008 2009 2008 ---------------------------------------- Balance, beginning of year $ 3.3 $ 5.0 $ 58.6 $ 59.2 Provision for credit losses 1.1 0.8 74.5 31.0 Recoveries 0.1 0.1 9.3 6.7 Write-offs (2.1) (2.5) (74.1) (47.5) ---------------------------------------- Balance, end of period $ 2.4 $ 3.4 $ 68.3 $ 49.4 ---------------------------------------- ---------------------------------------- (1) Other loans include personal loans, mortgages loans and lines of credit loans.Foreign currency risk The Company has significant demand for U.S. dollars, due to global sourcing. To mitigate the impact of fluctuating foreign exchange rates on the cost of our globally sourced merchandise and, consequently, earnings, the Company has a comprehensive foreign exchange risk management policy in place which establishes ranges for the proportion of forecast US dollar purchases that must be hedged for various time periods. Consequently, when dramatic swings in foreign currency rates occur (as experienced early in the fourth quarter of 2008) the Company had already hedged a significant portion of its U.S. dollar-denominated forecast purchases. The current foreign currency hedge portfolio has allowed the Company to have some margin stability for the first half of 2009 as a significant amount of the U.S. dollars required for U.S. dollar-denominated purchases in 2009 year to date were available at hedge rates more favourable than the average year to date spot reference rate. The outcome of the Company's hedge portfolio for the balance of 2009 will be dependent on the volatility of the currency markets for the remainder of the year. The Company may also be able to pass on changes in foreign currency exchange rates through pricing, subject to competitive conditions. Liquidity risk The following table summarizes the Company's contractual maturity for its financial liabilities. The table includes both interest and principal cash flows.($ in millions) 1 year 2 years 3 years 4 years ---------------------------------------- Deposits $ 988.7 $ 211.9 $ 252.6 $ 175.3 Accounts payable and other 1,140.1 - - - Long-term debt 159.5 309.3 21.3 8.2 Interest payment(1) 113.6 87.0 88.1 86.9 Other - 0.3 - - ---------------------------------------- Total $2,401.9 $ 608.5 $ 362.0 $ 270.4 ---------------------------------------- ---------------------------------------- There- ($ in millions) 5 years after Total ------------------------------ Deposits $ 545.5 $ - $2,174.0 Accounts payable and other - - 1,140.1 Long-term debt 6.9 1,062.9 1,568.1 Interest payment(1) 176.0 663.4 1,215.0 Other 5.4 - 5.7 ------------------------------ Total $ 733.8 $1,726.3 $6,102.9 ------------------------------ ------------------------------ (1) Includes interest payments on deposits and long-term debt.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 Legal risk 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 its consolidated earnings, cash flows, or financial position. In October 2004, a motion for authorization to proceed with a class action against Canadian Tire Bank (CTB) and a number of other banks was filed by Option Consommateurs, a Quebec-based consumers' group. The class action alleges that the cash advance transaction fees charged by CTB (and other banks) are not permitted under the Consumer Protection Act (Quebec). The claim seeks a return of all fees assessed against cardholders for cash advances, plus interest and punitive damages of $200 per class member. The class action was certified against CTB on November 1, 2006. The class is comprised of all persons in Quebec who have a credit card agreement with CTB and who have paid CTB fees for cash advances in Canada or abroad since October 1, 2001. CTB believes it has a solid defense to the claim on the basis that banks are not required to comply with provincial legislation because banking and cost of borrowing disclosure is a matter of exclusive federal jurisdiction. Accordingly, no provision has been made for amounts (if any) that would be payable in the event of an adverse outcome. In June 2009, however, a similar lawsuit (Marcotte vs Bank of Montreal) was heard by the Quebec Supreme Court questioning the legality of foreign exchange fees on credit cards transactions. The court ruled in favour of the plaintiff, however the decision is being appealed to the Quebec Court of Appeal. One consequence of this decision is that it may affect other outstanding lawsuits, including the action filed by Option Consommateurs against CTB noted above. If adversely decided, the present total aggregate exposure to CTB is expected to be approximately $15 million. 11.3 Regulatory risk As a result of increased focus by the Federal government on the credit card industry, new credit card regulations have been proposed which will, once implemented, have a negative impact on all credit card issuers in Canada, including Financial Services. Although there has been no indication as to when these regulations will be finalized, it is expected that implementation will be some time in 2010. Financial Services is currently reviewing the draft regulations to assess the potential financial impacts and any mitigating actions that can be taken. 11.4 Other risks In addition to the Principal Risks noted in section 11.0 above, and the business-specific risks identified in section 3.3.1.4 for CTR, section 3.3.2.4 for Mark's, section 3.3.3.4 for Petroleum and section 3.3.4.4 for Financial Services, other risks may also have a significant impact on earnings, business operations, and our reputation. These other risks include, but are not limited to, the Company's ability to acquire and develop real estate properties, disruptions in the capital markets to finance the expansion of the retail network, the ability of our Dealers to secure financing through the aforementioned third-party Trusts (see section 10.2) or through other means, changes in commodity prices that could affect the Company's profitability, fluctuating foreign currency exchange rates which could impact cross-border shopping patterns and the purchase price of our goods, disruptions in the global supply of gasoline and customers' inability to repay their Canadian Tire credit card or loan balances. 12.0 Critical accounting estimates The Company estimates certain amounts reflected in its financial statements 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, the accounting policies and estimates detailed in note 1 of the Notes to the Consolidated Financial Statements for the quarter ended July 4, 2009 do not require us to make assumptions about matters that are highly uncertain and accordingly none of the estimates is considered a "critical accounting estimate" as defined in Form 51-102F1 published by the Ontario Securities Commission, except as noted below. In view of the recent turmoil in credit markets and economic recession being experienced in Canada, the Company reviewed the allowance for credit losses at Financial Services and considers it to be a "critical accounting estimate". The allowance for credit losses adjusts the value of the Financial Services loan portfolio to reflect its estimated realizable value. Financial Services' allowance for impaired loans receivable for each of credit card, personal, mortgage and line of credit loans 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 receivables. A robust model is used and is based on economic conditions and trends specific to Financial Services. The allowance for impaired credit card loans (the largest portfolio) is comprised of general, bankruptcy and fraud risk components. Changes in circumstances including, but not limited to, changes in the aging of accounts and changes in the bankruptcies experienced may cause future assessments of credit risk to be materially different from current assessments, which could require an increase or decrease in the allowance for credit losses. The impairment provisions for personal loans, line of credit loans and mortgages operate in similar fashion. Further details on consumer credit risk may be found in section 5.3.4.8 (Financial Services' business risk) of our 2008 Financial Report. 13.0 Contractual obligations Contractual obligations due by periodIn the remaining six In years In years months 2010 - 2012 - After ($ in millions) Total of 2009 2011 2013 2013 ------------------------------------------------------------------------- Long-term debt(1) $1,521.9 $ 4.8 $ 466.0 $ 1.1 $1,050.0 Capital lease obligations 46.2 3.5 14.9 14.9 12.9 Operating leases 2,135.9 116.8 433.1 372.9 1,213.1 Purchase obligations 1,001.1 754.2 179.0 53.1 14.8 Financial Services' deposits 2,174.0 860.7 431.8 632.0 249.5 Other obligations 34.5 6.4 12.4 6.4 9.3 ------------------------------------------------------------------------- Total contractual obligations $6,913.6 $1,746.4 $1,537.2 $1,080.4 $2,549.6 ------------------------------------------------------------------------- (1) Interest obligations are not included.14.0 Changes in accounting policies The numbers reflected in this MD&A have been calculated using the same accounting policies and methods of their application as the most recently issued annual financial statements for the 53 weeks ended January 3, 2009 (contained in our 2008 Annual Report), except as noted below. 14.1 Financial Statement Concepts Effective, January 4, 2009 (the first day of the Company's 2009 fiscal year), the Company applied the amendments issued by the CICA to HB 1000 - Financial Statement Concepts, which clarify the criteria for recognition of an asset and the timing of expense recognition, specifically, deleting the guidance permitting the deferral of costs. The new requirements are effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. The Company applied the amendments to CICA HB 1000 in conjunction with CICA HB 3064 - Goodwill and Intangible Assets. 14.2 Goodwill and Intangible Assets Effective, January 4, 2009, the Company implemented, on a retrospective basis with restatement, the CICA HB 3064 - Goodwill and Intangible Assets, which was effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets, including internally developed intangibles, and is consistent with the revised asset definition and recognition criteria in CICA HB 1000 - Financial Statement Concepts. Under the new standard, costs related to development projects can be recorded as assets only if they meet the definition of an intangible asset. Additionally, the new standard requires that internally developed computer software that is not an integral part of the related hardware (previously included in property and equipment) be included in intangible assets. As these costs have a limited useful life, they continue to be amortized over a five year period. As a result of the retrospective implementation of these standards, the cumulative impact on previously reported balances on the following dates is as follows:Increase/(Decrease) ------------------------------------------------------------------------- January 3, June 28, December 29, ($ in millions) 2009 2008 2007 ------------------------------------------------------------------------- Retained earnings $ (3.1) $ (3.9) $ (4.3) Long-term receivables and other assets (3.3) (4.6) (4.6) Intangible assets 189.5 174.0 174.0 Property and equipment (190.9) (175.1) (175.8) Income taxes recoverable 0.4 0.1 0.4 Future income tax liabilities (1.2) (1.7) (1.7) -------------------------------------------------------------------------In addition, the retrospective impact on depreciation and amortization for the 13 weeks and 26 weeks ended June 28, 2008 was a decrease of $0.5 million and $1.1 million, respectively. The retrospective impact on net earnings for the 13 weeks ended June 28, 2008 was not significant ($nil per share), and for the 26 weeks ended June 28, 2008 an increase of $0.4 million, or $nil per share. See note 2 in the Notes to the Consolidated Financial Statements for additional information.14.3 Credit Risk and the Fair Value of Financial Assets and Financial LiabilitiesEffective, January 4, 2009, the Company implemented, on a retrospective basis without restatement of prior periods, the CICA Emerging Issues Committee (EIC) 173 - Credit Risk and the Fair Value of Financial Assets and Financial Liabilities, which is effective for interim and annual financial statements for periods ending on or after January 20, 2009. This EIC clarifies that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments, rather than using a risk free rate. Entities are required to re-measure the financial assets and liabilities, including derivative instruments, as at the beginning of period of adoption (i.e. the beginning of fiscal 2009) to take into account its own credit risk and counterparty credit risk. Any resulting difference would be recorded as an adjustment to retained earnings, except a) derivatives in a fair value hedging relationship accounted for by the "shortcut method", in which case the resulting difference would adjust the basis of the hedged item; and b) derivatives in cash flow hedging relationships, in which case the resulting difference would be recorded in accumulated Other Comprehensive Income (OCI). As a result of the retrospective implementation of this new standard, opening accumulated other comprehensive income decreased by $2.5 million and opening retained earnings increased by $1.1 million. 14.4 Business Combinations In January 2009, the CICA issued CICA HB 1582 - Business Combinations, which will replace CICA HB 1581 - Business Combinations. The CICA also issued CICA HB 1601 - Consolidated Financial Statements and CICA HB 1602 - Non-Controlling Interests, which will replace CICA HB 1600 - Consolidated Financial Statements. The new standards are effective for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The objective of the new standards is to harmonize Canadian GAAP for business combinations and consolidated financial statements with the International and U.S. accounting standards. The new standards are to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011, with earlier application permitted. Assets and liabilities that arose from business combinations whose acquisition dates preceded the application of the new standards will not be adjusted upon application of these new standards. 14.5 Financial Instruments - Recognition and Measurement In April 2009, the CICA amended CICA HB 3855 - Financial Instruments - Recognition and Measurement by adding a paragraph regarding the application of the effective interest method to previously impaired financial assets. This amendment is effective from the date of issuance. Additionally, a paragraph relating to embedded prepayment options was amended. This amendment is effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011 with early adoption permitted. The Company is assessing the potential impact of the amendments to this standard. 14.6 Financial Instruments - Disclosures In June 2009, the CICA amended CICA HB 3862 - Financial Instruments - Disclosures, which adopted the amendments recently issued by the IASB to IFRS 7 - Financial Instruments: Disclosures, which was issued in March 2009. These amendments are applicable to publicly accountable enterprises and those private enterprises, co-operative business enterprises, rate-regulated enterprises and not-for-profit organizations that choose to apply Section 3862. The amendments enhance disclosures about fair value measurements, including the relative reliability of the inputs used in those measurements, and about the liquidity risk, of financial instruments. The amendments are effective for annual financial statements for fiscal years ending after September 30, 2009, with early adoption permitted. To provide relief for financial statement preparers, and consistent with IFRS 7, the CICA decided that an entity need not provide comparative information for the disclosures required by the amendments in the first year of application. The Company is assessing the potential impact of the amendments to this standard. 14.7 International Financial Reporting Standards 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. 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, internal control over financial reporting, taxes, information systems and processes as well as certain contractual arrangements. Given the magnitude of the effort involved in this conversion, the project (which employs formal project management practices) has been developed in three main phases. Phase One: Preliminary Scoping and Diagnostic Impact Assessment This phase consisted of a high-level assessment to identify key areas of Canadian GAAP - IFRS differences that were most likely to impact the Company. The assessment was completed over the period 2007-2008 and was integral in prioritizing and resourcing the work streams identified below to enable the subsequent steps in the process. Activities in this phase also included the recruitment and training of core internal technical resources to be deployed on the conversion project and retained afterwards to support ongoing training of other finance personnel dealing with the more complex technical accounting requirements of IFRS. Phase Two: Detailed Analysis and Design This phase, commenced in Q4 2008, involves the detailed assessment, from an accounting, reporting and business perspective, of the changes that will be caused by the conversion to IFRS. This phase initiated the launch of 13 accounting topic-specific "work streams" that are most relevant to the Company and 4 general work streams. This phase also included the standardization of criteria used to assess the appropriateness of accounting policy choices in cases where choices are permissible under IFRS. Accounting specific work streams include revenue recognition, tangible assets (including leases), impairments, provisions, contingent liabilities and contingent assets, business combinations, consolidations, securitization transactions, borrowing costs, compensation and benefits, financial instruments, income taxes, software and intangibles and financial statement presentation and disclosure. General work streams include contracts review, employee education and training, information systems and communication. The design deliverables coming out of these accounting specific work streams include the documentation of the rationale supporting accounting policy choices, new disclosure requirements and their sources and implementation guidance for business units and corporate groups as they undertake the execution phase noted below. The deliverable for 8 accounting specific work streams were completed by the end of Q2 2009. The deliverables for the remaining 5 accounting specific work streams will be completed in Q3 2009. These will include the selection of accounting policies under IFRS as currently enacted, including transitional elections. Some of the general work streams, such as the education and training and communication work streams will continue throughout the duration of the conversion project. The latter will involve not only key finance employees but also other staff and management as well as the Audit Committee, Board and external parties such as investors and analysts. Phase Three: Execution This phase involves executing the work completed in phase two by making changes to business and accounting processes and supporting information systems within each business unit and corporate group as well as the formal documentation of the final approved accounting policies and procedures compliant with IFRS. A quantification of anticipated business impacts will be undertaken as well as a drafting of the pro-forma financial statement formats and notes thereto that will be existent under IFRS. Details surrounding the collection of comparative financial and other data in 2010 will also be finalized during this stage. This stage will also involve the cascading of the training plan to all staff having key accounting and reporting and investor relations functions. This phase is expected to be completed by the end of Q4 2010. The following table summarizes our progress to date against the milestones contained in the key elements of the transition plan:IFRS transition progress ------------------------------------------------------------------------- Progress to Key Activity Milestones/Target Dates July 31, 2009 ------------------------------------------------------------------------- Project governance December 31, 2008 - governance practices - steering committee established formation - program office, - project resourcing steering committee - progress reporting and working committee protocols formed - project management - project status practices reporting developed and implemented ------------------------------------------------------------------------- Financial statement Ready for commencement - fundamental Canadian/ preparation for 2011 financial IFRS differences - identification of year; quantification of identified differences in effects of change for - criteria for Canadian GAAP/IFRS IFRS 1 disclosures and accounting policy accounting policies comparative 2010 choice selection and choices financial statements established - selection of including note - critical work stream entity's continuing disclosure by the end teams dealing with accounting of Q1 2011 individual policy IFRS policies selection - selection of IFRS 1 recommendations in accounting policy progress choices - changes in note disclosure - financial statement format, including alternative performance measures - quantification of IFRS 1 disclosures for 2010 ------------------------------------------------------------------------- Infrastructure: Internal education and - resource requirements IFRS expertise communication ready for identified - retraining of key issuance in Q2 2010 - internal and finance and recruited resources operational staff External education and deployed - education of communication ready for - additional consulting management, Audit issuance in Q4 2010 support identified Committee and - initial training external completed for core constituents project staff, senior regarding IFRS management, Board of implications Directors, Audit Committee and work stream members ------------------------------------------------------------------------- Infrastructure: Ready for capturing - assessment of impact - information systems 2010 comparative data on systems is changes to support in Q4 2010 and ready on-going as IFRS requirements for capturing 2011 data requirements are by the end of Q4 2010 still being developed ------------------------------------------------------------------------- Business implications GAAP-based clauses - process to review assessment: financial to be identified for contracts has been covenants and renegotiation with established practices (including counterparties by Q2 securitization) 2010. Renegotiation is - business contract a business matter that review/renegotiation is outside the scope of - financial debt the conversion project. covenant assessments - off-balance sheet Trust assessments ------------------------------------------------------------------------- Control environment: Approval and sign-off - not yet commenced Internal control of all accounting over financial changes and CEO/CFO reporting (ICFR) certification process complete by end of Q4 2010 ------------------------------------------------------------------------- 15.0 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 2009 2008 ($ in millions) 2009 2008(2) YTD YTD(2) ------------------------------------------------------------------------- EBITDA(3) CTR $ 163.1 $ 143.2 $ 259.9 $ 245.3 Financial Services 60.9 47.1 107.6 107.5 Petroleum 12.1 12.1 22.5 21.1 Mark's 14.0 14.2 16.2 17.2 ------------------------------------------------------------------------- Total EBITDA $ 250.1 $ 216.6 $ 406.2 $ 391.1 ------------------------------------------------------------------------- Less: Depreciation and amortization expense CTR $ 47.1 $ 42.5 $ 93.0 $ 84.5 Financial Services 3.1 2.8 5.6 5.4 Petroleum 4.3 4.1 8.7 8.1 Mark's 6.6 5.8 13.1 11.2 ------------------------------------------------------------------------- Total depreciation and amortization expense $ 61.1 $ 55.2 $ 120.4 $ 109.2 ------------------------------------------------------------------------- Interest expense(3) CTR $ 20.8 $ 15.6 $ 38.9 $ 32.1 Financial Services 15.5 (0.1) 27.2 3.5 Mark's 0.3 1.1 0.9 2.1 ------------------------------------------------------------------------- Total interest expense $ 36.6 $ 16.6 $ 67.0 $ 37.7 ------------------------------------------------------------------------- Earnings before income taxes CTR $ 95.2 $ 85.1 $ 128.0 $ 128.7 Financial Services 42.3 44.4 74.8 98.6 Petroleum 7.8 8.0 13.8 13.0 Mark's 7.1 7.3 2.2 3.9 ------------------------------------------------------------------------- Total earnings before income taxes $ 152.4 $ 144.8 $ 218.8 $ 244.2 ------------------------------------------------------------------------- (1) Differences may occur due to rounding. (2) 2008 figures have been restated for the implementation, on a retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. See section 14.1 and 14.2 for additional information. (3) Eliminations of inter-company transactions (e.g. 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 (in a 52-week fiscal year) or 54 weeks (in a 53-week fiscal year, such as in the case of the fiscal year ended January 3, 2009) and therefore allows for a more consistent comparison to other stores open during the period and to results in the prior year. 16.0 Controls and procedures Changes in internal control over financial reporting During the second quarter of 2009, there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's financial reporting. 17.0 Corporate Social Responsibility Canadian Tire's signature charitable program is Canadian Tire Jumpstart charities. This organization, formerly the Canadian Tire Foundation for Families which underwent a name change this year due to the success of the Jumpstart program, is a community-based organization that helps kids in financial need participate in organized sports and recreation so they can develop important life skills, self-esteem and confidence. National in scope but local in focus, Canadian Tire Jumpstart has delivered support since 2005 to children through a Canadian-wide network of local chapters. To date there has been over 279 Jumpstart chapters in communities across the country and over 176,000 children have been helped by the program. In Q2 2009, we held the first ever "Canadian Tire Jumpstart Days" event. Over the course of a weekend, Canadian Tire donated $1 to Jumpstart on behalf of every customer who shopped at our stores. Thanks to contributions from customers, employees, Dealers, Canadian Tire Petroleum, Canadian Tire Financial Services, Mark's Work Wearhouse, PartSource and select vendors, we raised $1.8 million to give approximately 18,000 children the opportunity to participate in sports and recreation programs this summer. During the first six months of 2009, Jumpstart has raised over $5.4 million for Jumpstart chapters across Canada ($4.2 million during the first six months of 2008), helping 25,408 children participate in sports and recreation programs (19,797 children helped during the first six months of 2008). Jumpstart is on track to help over 55,000 children in 2009. 18.0 Other Investor Communication Caution regarding forward-looking information This MD&A contains forward-looking information that reflects management's expectations related to expected future events, financial performance and operating results of the Company. All statements other than statements of historical facts included in this MD&A, including statements regarding the prospects of the industries in which the Company operates, future plans, expected financial position and business strategy of the Company, may constitute forward-looking information. Forward-looking information and statements include, but are not limited to, statements concerning possible or assumed future results set out herein, our strategic goals and our priorities, and the economic and business outlook for us, for each of our business segments and for the Canadian economy. Often, but not always, forward-looking information can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date that such statements are made. The forward-looking information contained in this MD&A is presented for the purpose of assisting the Company's security holders in understanding its financial position and results of operation as at and for the periods ended on the dates presented and the Company's strategic priorities and objectives and may not be appropriate for other purposes. By its very nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks and uncertainties, which give rise to the possibility that the Company's predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that the Company's assumptions may not be correct and that the Company's objectives, strategic goals and priorities will not be achieved. Although the Company believes that the predictions, forecasts, projections, expectations or conclusions reflected in the forward-looking information are reasonable, it can give no assurance that such matters will prove to have been correct. Such forward-looking information is not fact but only reflections of management's estimates and expectations. Although the Company believes that this forward-looking information is based on information and assumptions which are current, reasonable and complete, this information is necessarily subject to a number of factors that could cause actual results to differ materially from management's predictions, forecasts, projections, expectations or conclusions as set forth in such forward-looking information for a variety of reasons. These factors include (a) credit, market, operational, liquidity and funding risks, including changes in interest rates or tax rates; (b) 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; (c) the willingness of customers to shop at our stores or acquire our financial products and services; (d) risks and uncertainties relating to information management, technology, product safety, competition, seasonality, commodity price and business disruption, consumer credit, securitization funding, and foreign currency; and (e) the risks and uncertainties that could cause actual results or the material factors and assumptions applied in preparing forward-looking information to differ materially from predictions, forecasts, projections, expectations or conclusions, which risks and uncertainties are discussed in section 11.0 (Enterprise risk management) for the quarter-ended July 4, 2009. Additional risks related to specific business segments can be found in section 3.3.1.4 (CTR's business risks), section 3.3.2.4 (Mark's business risks), section 3.3.3.4 (Petroleum's business risks) and section 3.3.4.4 (Financial Services' business risks). For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please also refer to the Company's public filings available at www.sedar.com and at corp.canadiantire.ca/en/investors. We caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect our results. Investors and other readers are urged to consider the foregoing risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. Statements that include forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company's business. For example, they do not include the effect of dispositions, acquisitions, other business transactions, asset write-downs or other charges announced or occurring after such statements are made. The forward-looking information in this MD&A reflects the Company's assumptions and expectations as of August 13, 2009, and is subject to change after this date. The Company does not undertake to update any forward-looking information, whether written or oral, that may be made from time to time by or on its behalf, to reflect new information, future events or otherwise, unless required by applicable securities laws. Information contained in or otherwise accessible through the websites referenced above does not form part of this MD&A. All references in this MD&A to websites are inactive textual references and are for your information only. 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.2009 SECOND QUARTER INTERIM REPORT FINANCIALS Consolidated Statements of Earnings (Unaudited) ------------------------------------------------------------------------- (Dollars in millions 13 weeks ended, 26 weeks ended, except per July 4, June 28, July 4, June 28, share amounts) 2009 2008 2009 2008 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) (Note 2) Gross operating revenue $ 2,324.8 $ 2,450.7 $ 4,082.9 $ 4,276.0 ------------------------------------------------------------------------- Operating expenses Cost of merchandise sold and all other operating expenses except for the undernoted items (Note 14) 2,065.9 2,226.6 3,663.7 3,871.1 Net interest expense (Note 8) 36.6 16.6 67.0 37.7 Depreciation and amortization 61.1 55.2 120.4 109.2 Employee profit sharing plan 8.8 7.5 13.0 13.8 ------------------------------------------------------------------------- Total operating expenses 2,172.4 2,305.9 3,864.1 4,031.8 Earnings before income taxes 152.4 144.8 218.8 244.2 Income taxes Current 48.7 47.1 56.1 79.4 Future - - 9.3 - ------------------------------------------------------------------------- Income taxes 48.7 47.1 65.4 79.4 ------------------------------------------------------------------------- Net earnings $ 103.7 $ 97.7 $ 153.4 $ 164.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Basic and diluted earnings per share $ 1.27 $ 1.20 $ 1.88 $ 2.02 ------------------------------------------------------------------------- Weighted average number of Common and Class A Non- Voting Shares outstanding 81,685,799 81,499,525 81,658,284 81,509,066 ------------------------------------------------------------------------- Consolidated Statements of Cash Flows (Unaudited) ------------------------------------------------------------------------- 13 weeks ended, 26 weeks ended, July 4, June 28, July 4, June 28, (Dollars in millions) 2009 2008 2009 2008 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) (Note 2) Cash generated from (used for): Operating activities Net earnings $ 103.7 $ 97.7 $ 153.4 $ 164.8 Items not affecting cash Depreciation 47.8 41.2 94.5 81.8 Net provision for loans receivable (Note 3) 35.1 12.9 73.4 30.2 Amortization of intangible assets 13.3 14.1 25.9 27.5 Future income taxes - - 9.3 - Employee future benefits expense (Note 5) 1.5 1.6 3.0 3.2 Other (7.6) 0.1 1.0 0.3 Impairments on property and equipment 0.1 0.3 0.8 0.3 Loss (Gain) on disposals of property and equipment 0.7 (0.2) 0.6 (4.0) Impairment of other long-term investments (Note 13) - - 0.5 1.0 Changes in fair value of derivative instruments (4.4) 8.1 (4.4) 14.8 Securitization loans receivable (10.3) (14.3) (21.1) (26.5) Gain on sales of loans receivable (Note 3) (9.8) (23.0) (23.1) (46.1) ------------------------------------------------------------------------- 170.1 138.5 313.8 247.3 ------------------------------------------------------------------------- Changes in other working capital components 299.4 160.3 (193.3) (372.4) ------------------------------------------------------------------------- Cash generated from (used for) operating activities 469.5 298.8 120.5 (125.1) ------------------------------------------------------------------------- Investing activities Short-term investments (171.6) - (171.6) - Additions to property and equipment (42.5) (99.6) (118.6) (225.4) Other long-term investments (0.3) - (50.4) - Additions to intangible assets (18.3) (15.9) (37.6) (28.4) Investment in loans receivable, net (145.5) (146.2) (7.7) 20.9 Long-term receivables and other assets 5.6 (2.0) (2.7) (8.1) Purchases of stores (2.1) (2.7) (2.7) (18.1) Other (0.8) (1.0) (1.7) (1.9) Net securitization of loans receivable 1.2 0.5 1.5 622.4 Proceeds on disposition of property and equipment 2.5 1.2 3.2 16.1 ------------------------------------------------------------------------- Cash (used for) generated from investing activities (371.8) (265.7) (388.3) 377.5 ------------------------------------------------------------------------- Financing activities Net change in deposits 627.5 32.7 1,023.7 64.8 Issuance of long- term debt (Note 4) 200.0 0.1 200.1 0.2 Class A Non-Voting Share transactions 2.4 1.1 2.5 1.5 Repayment of long-term debt (1.9) (151.7) (7.1) (152.7) Dividends (17.3) (17.2) (34.4) (32.2) Commercial paper (81.9) (158.2) - - ------------------------------------------------------------------------- Cash generated from (used for) financing activities 728.8 (293.2) 1,184.8 (118.4) ------------------------------------------------------------------------- Cash generated (used) in the period 826.5 (260.1) 917.0 134.0 Cash and cash equivalents, beginning of period 519.5 288.6 429.0 (105.5) ------------------------------------------------------------------------- Cash and cash equivalents, end of period (Note 9) $ 1,346.0 $ 28.5 $ 1,346.0 $ 28.5 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Comprehensive Income (Unaudited) ------------------------------------------------------------------------- 13 weeks ended, 26 weeks ended, July 4, June 28, July 4, June 28, (Dollars in millions) 2009 2008 2009 2008 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) (Note 2) Net earnings $ 103.7 $ 97.7 $ 153.4 $ 164.8 Other comprehensive income (loss), net of taxes Gain (loss) on derivatives designated as cash flow hedges, net of tax of $12.5 and $5.1 (2008 - $5.6 and $4.1), respectively (33.5) (11.8) (18.0) 8.0 Reclassification to non-financial asset of loss (gain) on derivatives designated as cash flow hedges, net of tax of $15.7 and $41.0 (2008 - $4.1 and $11.6), respectively (25.7) 8.5 (79.1) 24.0 Reclassification to earnings of loss (gain) on derivatives designated as cash flow hedges, net of tax of $0.6 and $0.7 (2008 - $0.7 and $2.2), respectively (1.3) 1.7 (1.3) 4.7 ------------------------------------------------------------------------- Other comprehensive (loss) income (60.5) (1.6) (98.4) 36.7 ------------------------------------------------------------------------- Comprehensive income $ 43.2 $ 96.1 $ 55.0 $ 201.5 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Changes in Shareholders' Equity (Unaudited) ------------------------------------------------------------------------- 26 weeks ended, July 4, June 28, (Dollars in millions) 2009 2008 ------------------------------------------------------------------------- (Restated - (Note 2) Share capital Balance, beginning of period $ 715.4 $ 700.7 Transactions, net (Note 6) 8.5 4.2 ------------------------------------------------------------------------- Balance, end of period $ 723.9 $ 704.9 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Contributed surplus Balance, beginning of period $ - $ 2.3 Transactions, net - (2.3) ------------------------------------------------------------------------- Balance, end of period $ - $ - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings Balance, beginning of period as previously reported $ 2,755.5 $ 2,455.1 Transitional adjustment on adoption of new accounting policies - HB 1000/3064 (Note 2) (3.1) (4.3) ------------------------------------------------------------------------- Balance, beginning of period as restated 2,752.4 2,450.8 Transitional adjustment on adoption of new accounting policies - EIC 173 (Note 2) 1.1 - Net earnings for the period 153.4 164.8 Dividends (34.4) (34.2) Repurchase of Class A Non-Voting Shares (6.0) (0.4) ------------------------------------------------------------------------- Balance, end of period $ 2,866.5 $ 2,581.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) Balance, beginning of period $ 97.2 $ (50.0) Transitional adjustment on adoption of new accounting policies - EIC 173 (Note 2) (2.5) - Other comprehensive (loss) income for the period (98.4) 36.7 ------------------------------------------------------------------------- Balance, end of period $ (3.7) $ (13.3) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings and accumulated other comprehensive income (loss) $ 2,862.8 $ 2,567.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Balance Sheets (Unaudited) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (Dollars in millions) July 4, June 28, January 3, As at 2009 2008 2009 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) Note 2) ASSETS Current assets Cash and cash equivalents (Note 9) $ 1,346.0 $ 28.5 $ 429.0 Short-term investments (Note 9) 171.6 - - Accounts receivable 478.7 362.5 824.1 Loans receivable (Note 3) 1,688.0 877.0 1,683.4 Merchandise inventories 991.2 996.6 917.5 Income taxes recoverable 111.5 86.7 64.6 Prepaid expenses and deposits 72.8 62.4 40.2 Future income taxes 58.9 58.8 20.2 ------------------------------------------------------------------------- Total current assets 4,918.7 2,472.5 3,979.0 ------------------------------------------------------------------------- Long-term receivables and other assets (Note 3) 211.6 232.5 262.1 Other long-term investments, net (Note 13) 75.1 6.6 25.2 Goodwill 71.3 62.8 70.7 Intangible assets 262.7 226.4 247.9 Property and equipment, net 3,190.4 3,208.2 3,198.9 ------------------------------------------------------------------------- Total assets $ 8,729.8 $ 6,209.0 $ 7,783.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current liabilities Deposits (Note 10) $ 979.7 $ 155.8 $ 540.7 Accounts payable and other 1,160.0 1,200.2 1,444.2 Current portion of long-term debt 159.5 6.1 14.8 ------------------------------------------------------------------------- Total current liabilities 2,299.2 1,362.1 1,999.7 ------------------------------------------------------------------------- Long-term debt 1,422.9 1,361.9 1,373.5 Future income taxes 45.2 70.5 44.7 Long-term deposits (Note 10) 1,185.3 24.3 598.7 Other long-term liabilities 190.5 117.6 202.2 ------------------------------------------------------------------------- Total liabilities 5,143.1 2,936.4 4,218.8 ------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Share capital (Note 6) 723.9 704.9 715.4 Accumulated other comprehensive income (loss) (3.7) (13.3) 97.2 Retained earnings 2,866.5 2,581.0 2,752.4 ------------------------------------------------------------------------- Total shareholders' equity 3,586.7 3,272.6 3,565.0 ------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 8,729.8 $ 6,209.0 $ 7,783.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 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 53 weeks ended January 3, 2009 contained in our 2008 Annual Report. The preparation of the financial statements in conformity with Canadian 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 a number of items including, but not limited to, 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 53 weeks ended January 3, 2009, except as noted below. Financial Statement Concepts Effective, January 4, 2009 (the first day of the Company's 2009 fiscal year), the Company applied the amendments issued by the Canadian Institute of Chartered Accountants (CICA) to HB 1000 - Financial Statement Concepts, which clarify the criteria for recognition of an asset and the timing of expense recognition, specifically, deleting the guidance permitting the deferral of costs. The new requirements are effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. The Company applied the amendments to CICA HB 1000 in conjunction with CICA HB 3064 - Goodwill and Intangible Assets. Goodwill and Intangible Assets Effective, January 4, 2009, the Company implemented, on a retrospective basis with restatement, the CICA HB 3064 - Goodwill and Intangible Assets, which was effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets, including internally developed intangibles, and is consistent with the revised asset definition and recognition criteria in CICA HB 1000 - Financial Statement Concepts. Under the new standard, costs related to development projects can be recorded as assets only if they meet the definition of an intangible asset. Additionally, internally developed computer software that is not an integral part of the related hardware was previously included in property and equipment. The new standard requires these costs to be included in intangible assets. As these costs have a limited useful life, they continue to be amortized over a 5 year period. As a result of the retrospective implementation of these standards, the cumulative impact on previously reported balances on the following dates is as follows: ($ in millions) Increase/(Decrease) --------------------------------------- January 3, June 28, December 29, 2009 2008 2007 --------------------------------------- Retained earnings $ (3.1) $ (3.9) $ (4.3) Long-term receivables and other assets (3.3) (4.6) (4.6) Intangible assets 189.5 174.0 174.0 Property and equipment (190.9) (175.1) (175.8) Income taxes recoverable 0.4 0.1 0.4 Future income tax liabilities (1.2) (1.7) (1.7) In addition, the retrospective impact on depreciation and amortization for the 13 weeks and 26 weeks ended June 28, 2008 was a decrease of $0.5 million and $1.1 million, respectively. The retrospective impact on net earnings for the 13 weeks ended June 28, 2008 was not significant ($nil per share), and for the 26 weeks ended June 28, 2008 an increase of $0.4 million, or $nil per share. Credit Risk and the Fair Value of Financial Assets and Financial Liabilities Effective, January 4, 2009, the Company implemented, on a retrospective basis without restatement of prior periods, the CICA Emerging Issues Committee (EIC) 173 - Credit Risk and the Fair Value of Financial Assets and Financial Liabilities, which is effective for interim and annual financial statements for periods ending on or after January 20, 2009. This EIC clarifies that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments, rather than using a risk free rate. Entities are required to re-measure the financial assets and liabilities, including derivative instruments, as at the beginning of period of adoption (i.e. the beginning of fiscal 2009) to take into account its own credit risk and counterparty's credit risk. Any resulting difference would be recorded as an adjustment to retained earnings, except a) derivatives in a fair value hedging relationship accounted for by the "shortcut method", in which case the resulting difference would adjust the basis of the hedged item; and b) derivatives in cash flow hedging relationships, in which case the resulting difference would be recorded in accumulated OCI. As a result of the retrospective implementation of this new standard, opening accumulated other comprehensive income decreased by $2.5 million and opening retained earnings increased by $1.1 million. Future Accounting Changes 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. 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 2010 information will be prepared under IFRS. The Company expects the transition to IFRS to impact accounting, financial reporting, internal control over financial reporting, taxes, information systems and processes as well as certain contractual arrangements. The Company is currently assessing the impact of the transition to IFRS in the above areas and has deployed additional trained resources and formal project Management practices and governance to ensure the timely conversion to IFRS. Business Combinations In January 2009, the CICA issued CICA HB 1582 - Business Combinations, which will replace CICA HB 1581 - Business Combinations. The CICA also issued CICA HB 1601 - Consolidated Financial Statements and CICA HB 1602 - Non-Controlling Interests, which will replace CICA HB 1600 - Consolidated Financial Statements. The new standards are effective for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The objective of the new standards is to harmonize Canadian GAAP for business combinations and consolidated financial statements with the International and U.S. accounting standards. The new standards are to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period, commencing January 1, 2011, with earlier application permitted. Assets and liabilities that arose from business combinations whose acquisition dates preceded the application of the new standards will not be adjusted upon application of these new standards. Financial Instruments - Recognition and Measurement In April 2009, the CICA amended CICA HB 3855 - Financial Instruments - Recognition and Measurement by adding a paragraph regarding the application of the effective interest method to previously impaired financial assets. This amendment is effective from the date of issuance. Additionally, a paragraph relating to embedded prepayment options was amended This amendment is effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011 with early adoption permitted. The Company is assessing the potential impact of the amendments to this standard. Financial Instruments - Disclosures In June 2009, the CICA amended CICA HB 3862 - Financial Instruments - Disclosures, which adopted the amendments recently issued by the IASB to IFRS 7 - Financial Instruments: Disclosures, which was issued in March 2009. These amendments are applicable to publicly accountable enterprises and those private enterprises, co-operative business enterprises, rate-regulated enterprises and not-for-profit organizations that choose to apply Section 3862. The amendments enhance disclosures about fair value measurements, including the relative reliability of the inputs used in those measurements, and about the liquidity risk, of financial instruments. The amendments are effective for annual financial statements for fiscal years ending after September 30, 2009, with early adoption permitted. To provide relief for financial statement preparers, and consistent with IFRS 7, the CICA decided that an entity need not provide comparative information for the disclosures required by the amendments in the first year of application. The Company is assessing the potential impact of the amendments to this standard. 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. For personal loan securitization, 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 ($ in millions) of receivables as at(1) July 4, June 28, January 3, 2009 2008 2009 -------------------------------------- Total net managed credit card loans $ 3,756.8 $ 3,619.4 $ 3,780.4 Credit card loans sold (2,208.1) (2,848.8) (2,216.0) ------------ ------------ ------------ Credit card loans held 1,548.7 770.6 1,564.4 Total net managed personal loans(2) 54.8 119.4 83.8 Personal loans sold - - - ------------ ------------ ------------ Personal loans held 54.8 119.4 83.8 Total net managed mortgage loans(3) 167.1 66.9 138.8 ------------ ------------ ------------ Total net managed line of credit loans 17.9 24.5 20.6 ------------ ------------ ------------ Total loans receivable 1,788.5 981.4 1,807.6 Less: long-term portion(4) (100.5) (104.4) (124.2) ------------ ------------ ------------ Current portion of loans receivable $ 1,688.0 $ 877.0 $ 1,683.4 ------------ ------------ ------------ ------------ ------------ ------------ Average balances ($ in millions) for the 26 weeks ended July 4, June 28, 2009 2008 ------------------------- Total net managed credit card loans $ 3,675.8 $ 3,539.3 Credit card loans sold (2,213.7) (2,696.0) ------------ ------------ Credit card loans held 1,462.1 843.3 Total net managed personal loans(2) 68.5 127.1 Personal loans sold - (35.6) ------------ ------------ Personal loans held 68.5 91.5 Total net managed mortgage loans(3) 157.7 49.4 ------------ ------------ Total net managed line of credit loans 19.3 25.1 ------------ ------------ Total loans receivable $ 1,707.6 $ 1,009.3 ------------ ------------ ------------ ------------ (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. (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) 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 July 4, 2009 were $35.1 million (2008 - $12.9 million) and $73.4 million (2008 - $30.2 million), respectively. Net credit losses for the total managed portfolio for the 13 weeks and 26 weeks ended July 4, 2009 were $82.4 million (2008 - $58.7 million) and $161.6 million (2008 - $121.0 million), respectively. Net credit losses consist of total write-offs (including regular and bankruptcy write-offs and consumer proposals), net of recoveries and any changes in allowances. 4. Long-Term Debt On June 1, 2009, the Company issued $200.0 million of 7 year medium term notes, which mature and are repayable on June 1, 2016, and bear interest at 5.65 percent, payable semi-annually. 5. Employee Future Benefits The net employee future benefit expense for the 13 weeks and 26 weeks ended July 4, 2009 was $1.5 million (2008 - $1.6 million) and $3.0 million (2008 - $3.2 million), respectively. 6. Share Capital ($ in millions) July 4, June 28, January 3, 2009 2008 2009 ------------ ------------ ------------ Authorized 3,423,366 Common Shares 100,000,000 Class A Non-Voting Shares Issued 3,423,366 Common Shares (June 28, 2008 - 3,423,366) $ 0.2 $ 0.2 $ 0.2 78,238,348 Class A Non-Voting Shares (June 28, 2008 - 78,056,872) 723.7 704.7 715.2 ------------ ------------ ------------ $ 723.9 $ 704.9 $ 715.4 ------------ ------------ ------------ ------------ ------------ ------------ 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: 26 weeks ended 26 weeks ended ($ in millions) July 4, 2009 June 28, 2008 ------------ ------------ ------------ ------------ Number $ Number $ ------------ ------------ ------------ ------------ Shares outstanding at the beginning of the period 78,178,066 715.2 78,048,062 700.5 Issued 500,482 23.1 359,610 22.8 Repurchased (440,200) (20.6) (350,800) (21.3) Excess of repurchase price over issue price - 6.0 - 2.7 ------------ ------------ ------------ ------------ Shares outstanding at the end of the period 78,238,348 723.7 78,056,872 704.7 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ 7. Stock-based Compensation Plans All stock-based compensation plans are as disclosed in the most recently issued annual financial statements for the 53 weeks ended January 3, 2009 except as follows: 2009 Performance Share Unit Plan The Company has granted 2009 Performance Share Units (2009 PSUs) to certain employees. Each 2009 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 2009 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 July 4, 2009, $1.7 million and $2.0 million of compensation expense was recorded for the 2009 PSUs, respectively. 8. Segmented Information - Statement of Earnings --------------------------------------------------------------------- 13 weeks 26 weeks ended ended 13 weeks June 28, 26 weeks June 28, ended 2008 ended 2008 July 4, (Restated July 4, (Restated ($ in millions) 2009 - Note 2) 2009 - Note 2) --------------------------------------------------------------------- Gross operating revenue CTR $ 1,550.0 $ 1,562.1 $ 2,649.3 $ 2,633.4 Financial Services 232.9 201.5 450.2 410.2 Petroleum 390.8 514.8 712.7 937.6 Mark's 182.2 200.6 329.3 348.1 Eliminations (31.1) (28.3) (58.6) (53.3) ---------------------------------------------- Total gross operating revenue $ 2,324.8 $ 2,450.7 $ 4,082.9 $ 4,276.0 --------------------------------------------------------------------- --------------------------------------------------------------------- Earnings before income taxes CTR $ 95.2 $ 85.1 $ 128.0 $ 128.7 Financial Services 42.3 44.4 74.8 98.6 Petroleum 7.8 8.0 13.8 13.0 Mark's 7.1 7.3 2.2 3.9 ---------------------------------------------- Total earnings before income taxes 152.4 144.8 218.8 244.2 Income taxes 48.7 47.1 65.4 79.4 ---------------------------------------------- Net earnings $ 103.7 $ 97.7 $ 153.4 $ 164.8 --------------------------------------------------------------------- --------------------------------------------------------------------- Net Interest expense(1) CTR $ 20.8 $ 15.6 $ 38.9 $ 32.1 Financial Services 15.5 (0.1) 27.2 3.5 Mark's 0.3 1.1 0.9 2.1 ---------------------------------------------- Total interest expense $ 36.6 $ 16.6 $ 67.0 $ 37.7 --------------------------------------------------------------------- --------------------------------------------------------------------- Depreciation and amortization expense CTR $ 47.1 $ 42.5 $ 93.0 $ 84.5 Financial Services 3.1 2.8 5.6 5.4 Petroleum 4.3 4.1 8.7 8.1 Mark's 6.6 5.8 13.1 11.2 ---------------------------------------------- Total depreciation and amortization expense $ 61.1 $ 55.2 $ 120.4 $ 109.2 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Net interest expense includes interest on short-term and long-term debt, offset by passive interest income (includes interest income earned on bank deposits, ancillary investments and all inter-company interest income). Interest on long-term debt for the 13 weeks and 26 weeks ended July 4, 2009 was $31.1 million (2008 - $18.3 million) and $58.5 million (2008 - $39.0 million),respectively. Segmented Information - Total Assets --------------------------------------------------------------------- June 28, January 3, 2008 2009 July 4, (Restated - (Restated - ($ in millions) 2009 Note 2) Note 2) --------------------------------------------------------------------- CTR $ 6,049.2 $ 5,515.5 $ 5,801.8 Financial Services 3,631.8 1,658.6 2,550.6 Petroleum 274.8 274.3 352.9 Mark's 519.4 474.8 509.0 Eliminations (1,745.4) (1,714.2) (1,430.5) -------------------------------------- Total $ 8,729.8 $ 6,209.0 $ 7,783.8 --------------------------------------------------------------------- 9. Cash and Cash Equivalents The components of cash and cash equivalents are: July 4, June 28, January 3, ($ in millions) 2009 2008 2009 ------------ ------------ ------------ Cash (bank overdraft) $ (57.7) $ (78.6) $ 59.2 Cash equivalents 1,403.7 107.1 369.8 ------------ ------------ ------------ Cash and cash equivalents $ 1,346.0 $ 28.5 $ 429.0 ------------ ------------ ------------ ------------ ------------ ------------ Cash equivalents are highly liquid and rated certificates of deposit or commercial paper with a maturity of 3 months or less. Investments in highly liquid and rated certificates of deposits or commercial paper with a maturity of more than 3 months and less than one year are classified as short-term investments. 10. Deposits Deposits consist of broker deposits and retail deposits. Broker deposits raise cash through sales of guaranteed investment certificates (GICs) through brokers rather than directly to the retail customer and are typically offered at a higher interest rate compared to retail GICs. Individual balances up to $100,000 are Canada Deposit Insurance Corporation (CDIC) insured. Broker deposits are offered for varying terms ranging from 30 days to five years, and all issued GICs are non-redeemable prior to maturity (except in certain rare circumstances). Total short-term and long-term broker deposits outstanding at July 4, 2009 were $1,623.5 million (2008 - $nil million). Retail deposits consist of high interest savings deposits and retail GICs. Retail deposits outstanding at July 4, 2009 total $541.5 million (2008 - $180.1 million). 11. Capital Management Disclosures The Company's objectives when managing capital are: - minimizing the after-tax cost of capital; - maintaining healthy liquidity reserves and access to capital; and - maintaining flexibility in capital structure to ensure the ongoing ability to execute the Strategic Plan. The current economic environment has not changed the Company's objectives in managing capital. Management includes the following items in its definition of capital: July 4, % of June 28, % of January 3, % of ($ in millions) 2009 total 2008 total 2009 total ----------------- ----------------- ----------------- Current portion of long-term debt $ 159.5 2.5% $ 6.1 0.1% $ 14.8 0.3% Long-term debt 1,422.9 22.4% 1,361.9 29.2% 1,373.5 25.2% Long-term deposits 1,185.3 18.6% 24.3 0.5% 598.7 11.0% Other long-term liabilities(1) - - % 0.1 0.0% 3.2 0.1% Share capital 723.9 11.4% 704.9 15.1% 715.4 13.1% Contributed surplus - - % - - % - - % Components of accumulated other comprehensive loss(2) - - % (10.8) -0.2% - - % Retained earnings 2,866.5 45.1% 2,581.0 55.3% 2,752.4 50.3% ----------------- ----------------- ----------------- Net capital under management $6,358.1 100.0% $4,667.5 100.0% $5,458.0 100.0% ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- (1) Long-term liabilities that are derivative or hedge instruments relating 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 certain key ratios to ensure they are within targeted ranges. As a result of growth in our Financial Services business, changes in how Financial Services is funded and the pending impact of IFRS, these previously disclosed ratios are no longer considered relevant by Management. Management is currently undertaking a review to identify the most relevant key ratios. Under the existing debt agreements, key financial covenants are monitored on an on-going basis by Management to ensure compliance with the agreements. The key covenants are as follows: - maintaining a specified minimum 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, 2009 (the Bank's fiscal quarter end), 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 per cent for Tier 1 and Total capital ratios. The Bank is within its internal maximum target of 11 times for the assets to capital multiple. OSFI's minimum Tier 1 and Total capital ratios for Canadian banks are 7 per cent and 10 per cent, respectively. During the 3 months ended June 30, 2009 and the comparative period, 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). 12. 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) --------------------------------------------------- July 4, June 28, July 4, June 28, ($ in millions) 2009 2008 2009 2008 --------------------------------------------------- Balance, beginning of year $ 51.8 $ 51.5 $ 3.5 $ 2.7 Provision for credit losses 70.4 24.0 3.0 6.2 Recoveries 8.8 6.3 0.4 0.3 Write-offs (68.0) (40.5) (4.0) (4.5) --------------------------------------------------- Balance, end of period $ 63.0 $ 41.3 $ 2.9 $ 4.7 --------------------------------------------------- --------------------------------------------------- Accounts receivable Total --------------------------------------------------- July 4, June 28, July 4, June 28, ($ in millions) 2009 2008 2009 2008 --------------------------------------------------- Balance, beginning of year $ 3.3 $ 5.0 $ 58.6 $ 59.2 Provision for credit losses 1.1 0.8 74.5 31.0 Recoveries 0.1 0.1 9.3 6.7 Write-offs (2.1) (2.5) (74.1) (47.5) --------------------------------------------------- Balance, end of period $ 2.4 $ 3.4 $ 68.3 $ 49.4 --------------------------------------------------- --------------------------------------------------- (1) Other Loans include personal loans, mortgages loans and lines of credit loans. Foreign currency risk The Company has significant demand for foreign currencies, primarily United States dollars, due to global sourcing. However, it manages its exposure to foreign exchange rate risk through a comprehensive Foreign Exchange Risk Management Policy that sets forth specific guidelines and parameters, including monthly hedge percentage guidelines, for entering into foreign exchange hedge transactions for anticipated U.S. dollar-denominated purchases. The Company's exposure, however, to a sustained movement in the currency markets, is impacted by competitive forces and future prevailing market conditions. Liquidity risk The following table summarizes the Company's contractual maturity for its financial liabilities. The table includes both interest and principal cash flows. ($ in millions) 1 year 2 years 3 years 4 years --------------------------------------------------- Deposits $ 988.7 $ 211.9 $ 252.6 $ 175.3 Accounts payable and other 1,140.1 - - - Long-term debt 159.5 309.3 21.3 8.2 Interest payment(1) 113.6 87.0 88.1 86.9 Other - 0.3 - - --------------------------------------------------- Total $ 2,401.9 $ 608.5 $ 362.0 $ 270.4 --------------------------------------------------- --------------------------------------------------- ($ in millions) 5 years Thereafter Total -------------------------------------- Deposits $ 545.5 $ - $ 2,174.0 Accounts payable and other - - 1,140.1 Long-term debt 6.9 1,062.9 1,568.1 Interest payment(1) 176.0 663.4 1,215.0 Other 5.4 - 5.7 -------------------------------------- Total $ 733.8 $ 1,726.3 $ 6,102.9 -------------------------------------- -------------------------------------- (1) Includes interest payments on deposits and long-term debt. 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 this policy. 13. Other Long-Term Investments Included in other long-term investments is the Company's investment of $5.1 million (2008 - $6.6 million) in Canadian third-party asset- backed commercial paper (ABCP) issued by a number of trusts with an original cost of $8.9 million. The market for Canadian third-party ABCP was addressed in a formal restructuring proposal, and on January 21, 2009, the Bank's custodian received restructured ABCP as designed in the Montreal Accord. The Company received Class A notes with a face value of $7.7 million which have floating interest rates estimated at BA less 50bps. The Class A notes received an "A" credit rating from the rating agency DBRS. The Company also received $1.2 million in various lower grade notes as a part of the restructuring. On January 21, 2009, the Company received the first of two payments of accrued interest earned from the original notes of $0.3 million. The second accrued interest payment of $0.1 million was received May 14, 2009. The value of these notes is adjusted to fair market value on a quarterly basis, as the notes are financial instruments held for trading. There was only one transaction of the notes to date in the open market in Canada in 2009 and therefore a valuation model is used to determine fair value. No changes to the valuation methodology were made during the second quarter in 2009. 14. Merchandise Inventory Included in "cost of merchandise sold and all other operating expenses except for the undernoted items" for the 13 weeks and 26 weeks ended July 4, 2009 is $1,573.8 million (2008 - $1,768.7 million) and $2,711.5 million (2008 - $3,005.5 million), respectively, of inventory recognized as an expense, which included $11.8 million (2008 - $16.1 million) and $25.4 million (2008 - $32.9 million), respectively, of write-downs of inventory as a result of net realizable value being lower than cost. Inventory write-downs recognized in previous years and reversed in the current quarter and the comparative quarter were insignificant. 15. Supplementary Cash Flow Information The Company paid income taxes during the 13 weeks ended July 4, 2009 of $52.1 million (2008 - $57.7 million) and made interest payments of $26.2 million (2008 - $38.1 million). For the 26 weeks ended July 4, 2009, the Company paid income taxes of $104.2 million (2008 - $113.5 million) and made interest payments of $82.4 million (2008 - $58.4 million), including $31.8 million related to the settlement of delayed start swaps. During the 13 weeks and 26 weeks ended July 4, 2009, property and equipment were acquired at an aggregate cost of $30.2 million (2008 - $77.7 million) and $89.7 million (2008 - $177.2 million), respectively. The amount of property and equipment acquired that is included in accounts payable and other at July 4, 2009 was $9.9 million (2008 - $16.0 million). During the 13 weeks and 26 weeks ended July 4, 2009, intangible software was acquired at an aggregate cost of $18.1 million (2008 - $15.4 million) and $38.0 million (2008 - $28.6 million), respectively. The amount of intangible software acquired that is included in accounts payable and other at July 4, 2009 was $0.5 million (2008 - $0.6 million). 16. 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 routine legal matters incidental to the business conducted by the Company and that the ultimate disposition of the proceedings will not have a material effect on its consolidated earnings, cash flows, or financial position. In October 2004, a motion for authorization to proceed with a class action against the Company's wholly-owned subsidiary, Canadian Tire Bank (the Bank), and a number of other banks was filed by a Quebec- based consumers' group. The class action alleges that the cash advance transaction fees charged by the Bank are not permitted under the Consumer Protection Act (Quebec). The claim seeks a return of all fees assessed against cardholders for cash advances, plus interest and punitive damages per class member. The class action was certified against the Bank on November 1, 2006. The class is comprised of all persons in Quebec who have a credit card agreement with the Bank and who have paid fees for cash advances in Canada or abroad since October 1, 2001. The Company believes it has a solid defense to the claim on the basis that banks are not required to comply with provincial legislation because banking and cost of borrowing disclosure is a matter of exclusive federal jurisdiction. Accordingly, no provision has been made for amounts, if any, that would be payable in the event of an adverse outcome. In June 2009, however, a similar lawsuit against another financial institution was heard by the Quebec Supreme Court questioning the legality of foreign exchange fees on credit cards transactions. The court ruled in favour of the plaintiff, however the decision is being appealed to the Quebec Court of Appeal. One consequence of this decision is that it may affect other outstanding lawsuits, including the action filed against the Bank noted in the preceding paragraph. If adversely decided, the present total aggregate exposure to CTB is expected to be approximately $15.0 million. 17. 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 treatment 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 $192.5 million. Although the Company has appealed these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $119.7 million related to this matter, all of which 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 of 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 provision, the Company's effective tax rate and its earnings could be affected positively or negatively in the period in which the matters are resolved. The year to date tax provision has been reduced by $4.6 million due to the retroactive change in legislation relating to the taxation of gains realized from the disposition of shares during 2006 and 2007. Interest Coverage Exhibit to the Consolidated Financial Statements (unaudited) ------------------------------------------------------------------------- The Company's long-term interest requirements for the 53 weeks ended July 4, 2009, after annualizing interest on long-term debt issued and retired during this period, amounted to $154.1 million. The Company's earnings before interest on long-term debt and income taxes for the 53 weeks ended July 4, 2009 were $654.0 million, which is 4.2 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