Canadian Tire releases second quarter earnings - retail sales up 4.0%; gross operating revenue up 5.9%

Thu Aug 7, 11:18 AM

Earnings impacted by the relaunch of the Options MasterCard and by an

inventory adjustment at Mark's

    
                                   ------------------------------------------
                                                                   Year-over-
    Consolidated                          2008           2007(2)      year
    Highlights(1):                    2nd quarter     2nd quarter    change
    -------------------------------------------------------------------------

    Retail sales                      $2.95 billion   $2.84 billion     4.0%
    Gross operating revenue           $2.45 billion   $2.31 billion     5.9%
    Earnings before income taxes     $144.7 million  $188.5 million  (23.2)%
    Adjusted earnings before income
     taxes (excludes non-operating
     gains and losses)(3)            $140.3 million  $169.1 million  (17.0)%
    Net earnings                      $97.7 million  $122.5 million  (20.3)%
    Adjusted net earnings (excludes
     non-operating gains and
     losses)(3)                       $94.7 million  $109.8 million  (13.8)%
    Basic earnings per share          $1.20           $1.50          (20.3)%
    Adjusted basic earnings per share
     (excludes non-operating gains
     and losses)(3)                   $1.16           $1.35          (13.9)%

    (1) All dollar figures in this table are rounded.
    (2) The 2007 earnings figures have been restated for the implementation,
        on a retrospective basis, of the CICA HB 3031- Inventories. Please
        refer to Note 2 in the Notes to Consolidated Financial Statements.
    (3) Non-GAAP measure. Please refer to Section 14.0 of Management's
        Discussion and Analysis.
    

TORONTO, Aug. 7 /CNW/ - Canadian Tire Corporation, Limited (CTC.a, CTC) released its second quarter earnings today. Despite a period of unseasonable weather and challenging economic conditions, the Company reported a 5.9% increase in gross operating revenue due to a higher volume of shipments to Dealers, increased sales at Petroleum and receivables growth at Canadian Tire Financial Services (Financial Services). Adjusted net earnings were $94.7 million, 13.8% below the second quarter of 2007.

"Retail sales, while positive during the quarter, were impacted by the unseasonable spring weather and continuing economic headwinds. The $15.1 million reduction in adjusted net earnings compared to last year reflects the impact of a planned investment of $6.4 million after tax to relaunch the Options MasterCard and a book to physical adjustment of $8.1 million after tax in Mark's inventory," said Tom Gauld, president and CEO, Canadian Tire. "Earnings are expected to improve in the second half of the year as investments in the credit card relaunch and various productivity initiatives begin to positively impact results."

    
    Business Overview

    CANADIAN TIRE RETAIL (CTR)

    ($ in millions)    Q2 2008 Q2 2007(1) Change  YTD 2008 YTD 2007(1) Change
    -------------------------------------------------------------------------
    Retail sales(2)   $2,174.5  $2,141.9    1.5%  $3,393.3  $3,384.4    0.3%
    Same store
     sales(3) (year-
     over-year %
     change)            (0.5)%      1.7%            (1.8)%      1.5%
    Gross operating
     revenue          $1,562.1  $1,514.9    3.1%  $2,633.4  $2,585.8    1.8%
    Net shipments
     (year-over-year
     % change)            3.2%    (0.5)%              1.8%      3.9%
    Earnings before
     income taxes        $85.0     $88.5  (4.1)%    $128.6    $126.5    1.7%
    -------------------------------------------------------------------------
    Less adjustment for:
      Gain on disposals
       of property and
       equipment(4)        0.1       3.7               4.0       3.7
      Former CEO
       retirement
       obligations         0.5      (6.7)              0.9      (6.7)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(5)            $84.4     $91.5  (7.9)%    $123.7    $129.5  (4.5)%
    -------------------------------------------------------------------------
    (1) 2007 figures have been restated for the implementation, on a
        retrospective basis, of the CICA HB 3031 - Inventories. Please refer
        to Note 2 in the Notes to Consolidated Financial Statements.
    (2) Includes sales from Canadian Tire stores, PartSource stores, sales
        from CTR's online web store and the labour portion of CTR's auto
        service sales.
    (3) Same store sales include sales from stores that have been open for
        more than 53 weeks.
    (4) Includes fair market value adjustments and impairments on property
        and equipment.
    (5) Non-GAAP measure. Please refer to section 14.0 in Management's
        Discussion and Analysis.
    

Retail sales across all product categories were generally impacted by the economy, however seasonal businesses in the leisure category were particularly soft due to the cold wet weather in May and June. CTR's total retail sales increased 1.5% over the same quarter in 2007 reflecting an average increase of 3.7% in the home and automotive businesses (approximately 60% of CTR sales) and a decrease of 2.1% in leisure sales (approximately 40% of CTR sales). Overall same store sales, which were down 0.5%, followed a similar pattern. With the arrival of more seasonal weather in July, sales performance strengthened, with overall retail sales up 5.1% and same stores sales up 3.1% for the month.

CTR's second quarter adjusted earnings before taxes were $84.4 million, down 7.9% compared to a year ago. Pre-tax earnings were impacted by slightly lower margins and continuing net investments of $5.9 million in long-term growth and productivity initiatives such as Automotive Infrastructure and technology renewal.

CTR opened 27 new stores in the quarter including one incremental store, five replacement stores and 21 retrofitted or expanded stores.

PartSource experienced another quarter of year-over-year sales increases driven by the continued expansion of the network and strong growth in the commercial customer segment. In addition, PartSource shipments to Dealers continue to improve as components of the Automotive Infrastructure project are rolled out. During the quarter, PartSource converted three acquired stores and opened one new store, bringing its total store network to 75.

    
    CANADIAN TIRE PETROLEUM (Petroleum)

    ($ in millions)    Q2 2008   Q2 2007  Change  YTD 2008  YTD 2007  Change
    -------------------------------------------------------------------------
    Sales volume
     (millions of
     litres)             429.6     437.4  (1.8)%     843.4     852.7  (1.1)%
    Retail sales        $541.9    $471.9   14.8%    $990.9    $857.3   15.6%
    Gross operating
     revenue            $514.8    $445.6   15.5%    $937.6    $808.4   16.0%
    Earnings before
     income taxes         $8.0      $6.4   27.2%     $13.0      $8.9   47.1%
    -------------------------------------------------------------------------
    Less adjustment for:
      Loss on disposals
       of property and
       equipment(1)        0.0      (1.1)             (0.2)     (1.3)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(2)             $8.0      $7.5    9.8%     $13.2     $10.2   30.6%
    -------------------------------------------------------------------------
    (1) Includes asset impairment losses.
    (2) Non-GAAP measure. Please refer to section 14.0 in Management's
        Discussion and Analysis.
    

The 1.8% decrease in gasoline sales volumes reflected consumer response to higher fuel prices.

Petroleum's gross operating revenue totaled $514.8 million during the quarter, a 15.5% increase over the $445.6 million in the comparable 2007 period reflecting an increase in pump prices during the period and a 5.0% growth in convenience store sales.

Petroleum recorded adjusted pre-tax earnings of $8.0 million, compared to the $7.5 million recorded in the comparable 2007 period. The increase in earnings was due to healthy margins during the quarter and effective expense management.

Petroleum opened one new gas bar and refurbished one existing gas bar during the quarter.

    
    MARK'S WORK WEARHOUSE (Mark's)

    ($ in millions)    Q2 2008 Q2 2007(1) Change  YTD 2008 YTD 2007(1)Change
    -------------------------------------------------------------------------

    Total retail sales  $233.1    $221.3    5.3%    $405.6    $399.7    1.5%
    Same store sales(2)
     (% increase over
     prior year)          0.9%      6.9%            (2.8)%     10.6%
    Gross operating
     revenue(3)         $200.6    $187.2    7.2%    $348.1    $339.3    2.6%
    -------------------------------------------------------------------------
    Earnings before
     income taxes         $7.9     $25.0 (68.4)%      $4.5     $24.8 (81.9)%
    -------------------------------------------------------------------------
    Less adjustment for:
      Loss on disposal
       of property and
       equipment          (0.1)     (0.3)             (0.1)     (0.6)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(4)             $8.0     $25.3 (68.5)%      $4.6     $25.4 (82.0)%
    -------------------------------------------------------------------------
    (1) The 2007 earnings results have been restated for restatement, on a
        retrospective basis, of CICA HB 3031 - inventories. Please refer to
        Note 2 in the Notes to the Consolidated Financial Statements.
    (2) Mark's same store sales exclude new stores, stores not open for the
        full period in each year and store closures.
    (3) Gross operating revenue includes retail sales at corporate stores
        only.
    (4) Non-GAAP measure. Please refer to section 14.0 of Management's
        Discussion and Analysis.
    

Despite unfavourable weather conditions and the slowing economy, Mark's retail sales increased 5.3% during the quarter and same store sales showed modest growth reflecting strong sales in its industrial product categories.

Mark's second quarter adjusted pre-tax earnings were $8.0 million, down from $25.3 million in 2007. Earnings were impacted a higher than expected $12.0 million pre-tax book to physical inventory adjustment and higher operating expenses to support continued network expansion.

During the quarter, Mark's opened four new stores and relocated two existing stores, four of which are co-located within a CTR store.

    
    CANADIAN TIRE FINANCIAL SERVICES (Financial Services)

    ($ in millions)    Q2 2008   Q2 2007  Change  YTD 2008  YTD 2007  Change
    -------------------------------------------------------------------------
    Total managed
     portfolio end of
     period                                       $3,926.7  $3,704.3    6.0%
    Gross operating
     revenue            $201.5    $192.3    4.8%    $410.2    $368.4   11.4%
    Earnings before
     income taxes        $43.8     $68.6 (36.2)%     $97.4    $114.0 (14.6)%
    -------------------------------------------------------------------------
    Less adjustment for:
      Gain on disposal/
       redemption of
       shares              0.0      18.4               0.0      18.4
      Net effect of
       securitization
       activities(1)       3.9       5.5              16.8       2.5
      Loss on disposals
       of property and
       equipment           0.0      (0.1)              0.0      (0.2)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(2)            $39.9     $44.8 (10.9)%     $80.6     $93.3 (13.6)%
    -------------------------------------------------------------------------
    (1) Includes initial gain/loss on the sale of loans receivable,
        amortization of servicing liability, change in securitization reserve
        and gain/loss on reinvestment.
    (2) Non-GAAP measure. Please refer to section 14.0 in Management's
        Discussion and Analysis.
    

In the second quarter, Financial Services' total managed portfolio of loans receivable grew by 6.0% over the comparable 2007 period, driven by a 5.6% increase in the credit card portfolio.

Financial Services' gross operating revenue was $201.5 million in the quarter, a 4.8% increase over the $192.3 million recorded in the prior year.

Adjusted pre-tax earnings for the quarter were $39.9 million, or $4.9 million below the same quarter last year. Excluding the $9.7 million pre-tax cost of relaunching the Options MasterCard, adjusted pre-tax earnings were 10.8% higher than the second quarter of 2007.

The relaunch activity included the reissue of 2.6 million cards with new PayPass functionality enabling customers to quickly execute small ticket transactions without a signature. The relaunch is expected to increase sales by approximately 2.0% thereby returning the investment in 12 to 18 months.

Financial Services' net write-off rate for the credit card portfolio on a rolling 12-month basis was 5.96% compared to 5.79% in the 2007 period. Aging of the credit card portfolio, while above last year's level, is equivalent to the same period in 2006.

Financial Services continued its investment in the retail banking pilot and at quarter-end had more than $180 million in deposits and approximately $67 million in mortgages. Customer response continues to meet expectations.

SECOND HALF 2008 FORECAST

The Company has updated its earnings guidance for 2008 and expects that earnings per share for 2008 will now be in the range of $4.75 to $5.05 per share, excluding non-operating items. This is below management's initial 2008 guidance of $5.15 to $5.40 per share, excluding non-operating items. The principal reasons for this change in forecast are; the book to physical inventory adjustment at Mark's; lower second quarter earnings at CTR and Mark's; and the higher on-hand CTR inventory at the end of the second quarter leading to increased carrying and clearance costs for the balance of the year.

Earnings for the second half of 2008 are forecasted to be ahead of 2007. This growth is not based on an assumption of significant economic recovery in the balance of the year. The forecast does however reflect healthy earnings growth in excess of 20% from Financial Services, due to benefits from the launch of the PayPass functionality and lower loan loss provisioning and operating costs.

Total capital commitments for 2008 remain approximately $588 million on a gross basis. The sale/ leaseback of the CTR Carling store in Ottawa was completed for proceeds of $40 million in July and additional sale/leasebacks of CTR stores are anticipated before the end of the year.

OUTLOOK

During 2008 and 2009, the Corporation is investing in a number of initiatives to drive growth, improve productivity and enhance financial flexibility. Growth in the three retail divisions will be generated through continued network expansion at Mark's and PartSource and the introduction of two new store concepts at CTR.

The new CTR small market store, which is designed primarily for expansions into new underserved markets will incorporate a Mark's store and, where appropriate, a Petroleum site. The first four stores will be opened this year.

With the Concept 20/20 program substantially complete, the new Smart store represents the next wave of renewal for CTR stores. The first two sites will be opened in 2008, with 25 more expected to follow in 2009. Remerchandising or retrofitting an existing store to a Smart store will not require physical expansion of the existing store, thereby substantially reducing the capital cost compared to the average Concept 20/20 project.

The lower costs associated with the Smart store program, as well as the completion of the Eastern Canada Distribution Centre in early 2009 will result in a reduction in the Corporation's gross capital expenses from approximately $600 million in 2008 to approximately $400 million in each of 2009 and 2010.

This lower capital demand, combined with the additional planned sale/leaseback activity for select CTR sites and the new Eastern Canada Distribution Centre over the next twelve months, will improve cash flow and financial flexibility in 2009 and beyond.

CTC now has approximately $1.25 billion of committed bank lines in support of CTC and Glacier Trust financing activities further improving the Corporation's financial flexibility.

In 2010, repayment of $150 million of 20 year debentures with 12.1% interest, which are not expected to be replaced, will also have a substantial positive impact on interest costs and earnings.

Finally, investments in productivity initiatives such as technology renewal and Automotive Infrastructure, as well as increasing benefits from the amended Dealer contract are expected to positively impact CTR productivity levels and earnings in 2010 and beyond.

FORWARD-LOOKING STATEMENTS

This disclosure contains statements that are forward-looking. Actual results or events may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with Canadian Tire's business and the general economic environment. Risks and uncertainties are disclosed in other public filings by the Company, such as Management's Discussion and Analysis ("the MD&A") and the 2007 Financial Report and include, but are not limited to: changes in interest, currency exchange and tax rates; the ability of Canadian Tire to attract and retain quality employees, Associate Dealers, Petroleum agents and PartSource and Mark's Work Wearhouse store operators and franchisees; and the willingness of customers to purchase the Company's merchandise, financial products and services.

Risk factors associated with the assumptions that underlie Canadian Tire's forecasted performance in 2008 that have the potential to affect the operating performance and results of the Company's divisions are outlined in Section 11.2 of the MD&A.

The Company has developed its 2008 forecast on the assumption that there will not be a material deviation in the risks described in the MD&A compared to the current operating environment. The Company cannot provide any assurance that forecasted financial or operational performance will actually be achieved, or if it is, that it will result in an increase in the price of Canadian Tire shares.

REVIEW BY BOARD OF DIRECTORS

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

CONFERENCE CALL

Canadian Tire will conduct a conference call to discuss information included in this news release and related matters at 4:30 p.m. EDT on Thursday, August 7, 2008. The conference call will be available simultaneously and in its entirety to all interested investors and the news media through a webcast at http://investor.relations.canadiantire.ca, and will be available through replay at this website for 12 months.

Canadian Tire Corporation, Limited (TSX: CTC.a, CTC), operates more than 1,170 general merchandise and apparel retail stores and gas stations in an inter-related network of businesses engaged in retail, financial services and petroleum. Canadian Tire Retail, Canada's most shopped general merchandise retailer, with 473 stores operated by dealers across Canada offers a unique mix of products and services through three specialty categories in which the organization is the market leader - Automotive, Sports and Leisure, and Home Products. www.canadiantire.ca offers Canadians the opportunity to shop online. PartSource is an automotive parts specialty chain with 75 stores designed to meet the needs of purchasers of automotive parts - professional automotive installers and serious do-it-yourselfers. Canadian Tire Petroleum is one of the country's largest and most productive independent retailers of gasoline, operating 267 gas bars, 260 convenience stores and kiosks, and 74 car washes. Mark's Work Wearhouse is one of the country's leading apparel retailers operating 364 stores in Canada. Under the Clothes that Work(TM) marketing strategy, Mark's sells apparel and footwear in work, work-related, casual and active-wear categories, as well as health-care and business-to-business apparel. www.marks.com offers Canadians the opportunity to shop for Mark's products online. Canadian Tire Financial Services has issued over 5 million Canadian Tire MasterCards and also markets related financial products and services for retail and petroleum customers. Canadians can also access Financial Services online at www.ctfs.com. Over 57,000 Canadians work across Canadian Tire's organization from coast-to-coast in the enterprise's retail, financial services, and petroleum businesses.

Management's discussion and analysis (MD&A)

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

Introduction

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

We, us, our, Company and Canadian Tire

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

Review and approval by the Board of Directors

The Board of Directors, on the recommendation of its Audit Committee, approved the contents of this MD&A on August 7, 2008.

Quarterly and annual comparisons in this MD&A

Unless otherwise indicated, all comparisons of results for the second quarter (13 weeks ended June 28, 2008) are against results for the second quarter of 2007 (13 weeks ended June 30, 2007).

Restated figures

Certain of the prior period's figures have been reclassified or restated to conform to the current year's presentation or to be in accordance with the adoption of the Canadian Institute of Chartered Accountants (CICA) new accounting standards. Please refer to notes 2 and 16 in the Notes to the Consolidated Financial Statements for further information.

Accounting estimates and assumptions

The preparation of consolidated financial statements that conform with Canadian generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. We calculate our estimates using detailed financial models that are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. In our judgment, none of the estimates highlighted in note 1 in the Notes to the Consolidated Financial Statements for the quarter ended June 28, 2008 requires us to make assumptions about matters that are highly uncertain. For these reasons, none of the estimates is considered a "critical accounting estimate" as defined in Form 51-102F1 published by the Ontario Securities Commission.

Forward-looking statements

This MD&A contains statements that are forward-looking. Actual results or events may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with Canadian Tire's business and the general economic environment. In addition to the principal risks identified and discussed in detail in MD&A sections 9.0 to 9.3 of the 2007 Financial Report, there are other external factors that could affect our results. These include, but are not limited to: changes in interest rates, currency exchange rates and tax rates; the ability of Canadian Tire to attract and retain quality employees, Dealers, Canadian Tire Petroleum(TM) (Petroleum) agents and PartSource(R) and Mark's Work Wearhouse(R) (Mark's) store operators and franchisees; and the willingness of customers to shop at our stores or acquire our financial products and services. Please also refer to section 11.2 of this MD&A which identifies some of the operational risks that can affect our businesses.

The Company is revising its earnings forecast for 2008, please see section 3.1 for further details.

We cannot provide any assurance that forecasted financial or operational performance will actually be achieved, or if it is, that it will result in an increase in the price of Canadian Tire shares.

1.0 Our Company

1.1 Overview of the business

Canadian Tire has been in business for over 85 years, offering everyday products and services to Canadians through its growing network of interrelated businesses. Canadian Tire, our Dealers, franchisees and Petroleum agents operate more than 1,170 general merchandise and apparel retail stores and gas bars. The Canadian Tire Financial Services(R) (Financial Services) division of the Company also markets a variety of financial services to Canadians, primarily its proprietary Options(R) MasterCard(R), personal loans, lines of credit, insurance and warranty products, and a retail banking pilot offering products to customers in certain test markets.

Canadian Tire's model of interrelated businesses provides market differentiation and competitive advantage. Canadian Tire's businesses benefit from the Company's key capabilities in merchandising, marketing and advertising, supply chain and real estate, which enable us to achieve a greater level of efficiency. Canadian Tire's primary loyalty program, Canadian Tire 'Money'(R) - shared by Canadian Tire Retail (CTR), Financial Services and Petroleum - is an example of how interrelationships between the businesses create a strong competitive advantage for the Company.

The success of the loyalty program has proven - through high customer acceptance and redemption - to be a key element of Canadian Tire's total customer value proposition and is designed to drive higher total sales across CTR, Financial Services and Petroleum. For example, a customer who fills up with gas at Petroleum's gas bars and uses Canadian Tire credit cards spends considerably more at Canadian Tire stores, on average, than a customer who only shops at Canadian Tire stores.

Mark's has derived meaningful cost and operating synergies from Canadian Tire's strengths in real estate and supply chain since its acquisition by the Company in 2002. The Company co-locates Mark's and Canadian Tire stores in certain locations and, where appropriate, has been extending its national marketing and advertising channels to boost customer traffic and loyalty to Mark's and increase its brand penetration.

1.2 Operational synergies

All of our businesses benefit from strategic and operational synergies including real estate management, supply chain, merchandising, marketing and advertising. Meaningful cost savings are also derived through Canadian Tire's collective buying power and economies of scale, and we are continually enhancing our customer value proposition by creating promotions and reward programs to increase customer loyalty.

Canadian Tire's four main businesses are described below.

CTR is Canada's most shopped general merchandise retailer with a network of 473 Canadian Tire stores that are operated by Dealers, who are independent business owners. Dealers buy merchandise from the Company and sell it to consumers in Canadian Tire stores. CTR also includes our online shopping channel and PartSource. PartSource is a chain of 75 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 35 franchise stores and 40 corporate stores.

Mark's is one of Canada's leading clothing and footwear retailers, operating 364 stores nationwide, including 317 corporate and 47 franchise stores that offer men's wear, women's wear and industrial wear. Mark's operates under the banner "Mark's", and in Quebec, "L'Equipeur(R)". Mark's also conducts a business-to-business operation under the "Imagewear by Mark's Work Wearhouse(R)" brand.

Petroleum is Canada's largest independent retailer of gasoline with a network of 267 gas bars, 260 convenience stores and kiosks, 74 car washes, 13 Pit Stops and 87 propane stations. The majority of Petroleum's sites are co- located with Canadian Tire stores as a strategy to attract customers to Canadian Tire stores. Substantially all of Petroleum's sites are operated by agents.

Financial Services markets a range of Canadian Tire-branded credit cards, including the Canadian Tire Options MasterCard, Commercial Link(R) MasterCard(R) and Gas Advantage(R) MasterCard(R). Financial Services also markets personal loans, lines of credit, insurance and warranty products and an emergency roadside assistance service called Canadian Tire Roadside Assistance(R). Canadian Tire Bank(R), a wholly-owned subsidiary, is a federally regulated bank that manages and finances Canadian Tire's consumer MasterCard and retail credit card portfolios, as well as the personal loan and line of credit portfolios. Canadian Tire Bank also offers high interest savings accounts, guaranteed investment certificates and residential mortgages in three pilot markets as well as the Canadian Tire One-and-Only(TM) account which offers customers the opportunity to pay down their loan balances faster by consolidating their chequing, savings, loans and mortgage loan balances into one account.

    
    1.3 Store network at a glance

                                                                June    June
                                                                  28,     30,
    Number of stores and retail square footage                  2008    2007
    -------------------------------------------------------------------------
    Consolidated store count
      CTR retail stores(1)                                       473     466
      PartSource stores                                           75      67
      Mark's retail stores(1)                                    364     341
      Petroleum gas bar locations                                267     264
    -------------------------------------------------------------------------
    Total stores                                               1,179   1,138

    Consolidated retail square footage
      CTR retail square footage (in millions)                   18.4    17.0
      PartSource retail square footage (in millions)             0.2     0.2
      Mark's retail square footage (in millions)                 3.1     2.8
    -------------------------------------------------------------------------
    Total retail square footage(2)                              21.7    20.0
    -------------------------------------------------------------------------
    (1) Store count numbers reflect individual selling locations; therefore,
        CTR and Mark's store count numbers each include stores that are co-
        located on the same property.
    (2) The average retail square footage for Petroleum's convenience stores
        was 400 square feet per store in 2007 and has not been included in
        the total above.
    

2.0 Our Strategic Plan

2.1 Rolling Five-Year Strategic Plan to 2012 (2012 Plan)

The 2012 Plan outlines our strategy to build a Bigger and Better Canadian Tire through a continued focus on growth and productivity from a consolidated perspective. The key initiatives of the 2012 Plan include network expansion across all of our retail businesses (CTR, PartSource and Mark's), store concept renewals and the continued testing of our retail banking products. Other initiatives to improve productivity include upgrading our automotive supply chain, renewing our technology infrastructure and streamlining our organizational design.

Specific objectives related to these programs are included in section 3.3 of this MD&A and section 3.0 of the MD&A section contained in the 2007 Financial Report.

2.2 Financial aspirations

The 2012 Plan includes financial aspirations for the Company for the five- year period ending in 2012. These aspirations are not to be construed as guidance or forecasts for any individual year within the 2012 Plan, but rather as long-term, rolling targets that we aspire to achieve over the life of the 2012 Plan, based on the successful execution of our various initiatives.

    
    Financial aspirations                                          2012 Plan
    -------------------------------------------------------------------------
    Same store sales
    (simple average of annual percentage growth, CTR stores only)   3% to 4%
    Gross operating revenue  (compound annual growth rate)          6% to 8%
    Retail sales  (compound annual growth rate)                          6%+
    Adjusted earnings per share(1)  (compound annual growth rate)       10%+
    After-tax return on invested capital  (annual simple average)       10%+
    -------------------------------------------------------------------------
    (1) Excludes gains and losses on real estate and the net effect of
        securitization activities, gain on disposal/ redemption of investment
        and former CEO retirement obligation.


    3.0 Our performance in 2008

    3.1 Consolidated financial results

    ($ in millions
    except per share
    amounts)           Q2 2008 Q2 2007(1) Change  2008 YTD 2007 YTD(1)Change
    -------------------------------------------------------------------------
    Retail sales(2)   $2,949.5  $2,835.1    4.0%  $4,789.8  $4,641.4    3.2%
    Gross operating
     revenue           2,450.7   2,314.1    5.9%   4,276.0   4,051.8    5.5%
    EBITDA(3)            217.0     252.5 (14.1)%     391.5     396.9  (1.4)%
    Earnings before
     income taxes        144.7     188.5 (23.2)%     243.5     274.2 (11.2)%
    Effective tax rate   32.5%     35.0%             32.5%     35.0%
    Net earnings      $   97.7  $  122.5 (20.3)%  $  164.4  $  178.2  (7.8)%
    Basic earnings per
     share            $   1.20  $   1.50 (20.3)%  $   2.02  $   2.19  (7.8)%
    Adjusted basic
     earnings per
     share(3)         $   1.16  $   1.35 (13.9)%  $   1.84  $   2.06 (10.7)%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) 2007 figures have been restated for the implementation, on a
        retrospective basis, of CICA HB 3031 - Inventories. See section 13.1
        for additional information.
    (2) Represents retail sales at CTR (which includes PartSource), Mark's
        corporate and franchise stores and Petroleum's sites.
    (3) See section 14.0 for non-GAAP measures.


    Highlights of top-line performance by business

    (year-over-year percentage change)                       Q2 2008 Q2 2007
    -------------------------------------------------------------------------
    CTR retail sales(1)                                         1.5%    3.8%
    CTR gross operating revenue                                 3.1%  (0.1)%
    CTR net shipments                                           3.2%  (0.5)%
    Mark's retail sales                                         5.3%    9.7%
    Petroleum retail sales                                     14.8%    9.7%
    Petroleum gasoline volume (litres)                        (1.8)%    4.6%
    Financial Services' credit card sales                       5.0%   16.1%
    Financial Services' gross average receivables               6.8%    6.6%
    -------------------------------------------------------------------------
    (1) Includes sales from Canadian Tire stores, PartSource stores and CTR's
        online web store and the labour portion of CTR's auto service sales.
    

Gross operating revenue

During the second quarter of 2008, consolidated gross operating revenue increased primarily due to higher shipment volume to Dealers, increased sales at Petroleum and receivables growth at Financial Services. Financial Services growth was driven by both increased transaction volume and higher account balances. Increased Petroleum revenues were a function of sustained higher retail gasoline prices as well as strong convenience store sales. Our retail businesses faced similar challenges as those that prevailed during the first quarter of the year due to the softening economic conditions affecting many retailers across Canada.

Net earnings

The second quarter year-over-year earnings decrease in CTR, Mark's and Financial Services was attributable to challenging economic conditions existing in Canada and unseasonably cool weather experienced in May and June of this year. This was partially offset by an increase in Petroleum earnings attributable to strengthening margins and strong convenience sales. The decrease in overall earnings also reflects a higher book to physical inventory adjustment at Mark's as compared with the prior year ($12.0 million pre-tax) and an investment to relaunch the Options MasterCard at Financial Services ($9.7 million pre-tax).

Sales at CTR stores did begin to show improvement in June, however, and with more seasonal weather, this momentum has continued into the third quarter.

Net earnings also decreased from the respective quarter in the prior year due to the impact of non-operating items, as noted below.

Impact of non-operating items

The following tables show our adjusted consolidated earnings on a pre-tax and after-tax basis.

    
    Adjusted consolidated earnings before income taxes(1)

    ($ in millions)    Q2 2008 Q2 2007(2) Change  2008 YTD 2007 YTD(2)Change
    -------------------------------------------------------------------------
    Earnings before
     income taxes     $  144.7  $  188.5 (23.2)%  $  243.5  $  274.2 (11.2)%
    Less pre-tax
     adjustment for:
      Gain on disposal
       of shares             -      18.4                 -      18.4
      Former CEO
       retirement
       obligation(3)       0.5      (6.7)              0.9      (6.7)
      Net effect of
       securitization
       activities(4)       3.9       5.5              16.8       2.5
      Gain (loss) on
       disposals of
       property and
       equipment             -       2.2               3.7       1.6
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(1)         $  140.3  $  169.1 (17.0)%  $  222.1  $  258.4 (14.0)%
    -------------------------------------------------------------------------
    (1) See section 14.0 on non-GAAP measures.
    (2) 2007 figures have been restated for the implementation, on a
        retrospective basis, of CICA HB 3031 - Inventories. See section
        13.1 for additional information.
    (3) See section 3.3.1 on CTR's performance.
    (4) Includes initial gain/loss on the sale of loans receivable,
        amortization of servicing liability, change in securitization reserve
        and gain/loss on reinvestment.


    Adjusted consolidated net earnings after tax(1)

    ($ in millions
    except per share
    amounts)           Q2 2008 Q2 2007(2) Change  YTD 2008 2007 YTD(2) Change
    -------------------------------------------------------------------------
    Net earnings      $   97.7  $  122.5 (20.3)%  $  164.4  $  178.2  (7.8)%
    Less after-tax
     adjustment for:
      Gain on disposal
       of shares             -      12.0                 -      12.0
      Former CEO
       retirement
       obligation          0.3      (4.4)              0.6      (4.4)
      Net effect of
       securitization
       activities(3)       2.7       3.6              11.4       1.6
      Gain on disposals
       of property and
       equipment             -       1.5               2.5       1.1
    -------------------------------------------------------------------------
    Adjusted net
     earnings after
     tax(1)           $   94.7  $  109.8 (13.8)%  $  149.9  $  167.9 (10.7)%
    -------------------------------------------------------------------------
    Basic earnings
     per share        $   1.20  $   1.50 (20.3)%  $   2.02  $   2.19  (7.8)%
    Adjusted basic
     earnings per
     share(1)         $   1.16  $   1.35 (13.9)%  $   1.84  $   2.06 (10.7)%
    -------------------------------------------------------------------------
    (1) See section 14.0 on non-GAAP measures.
    (2) 2007 figures have been restated for the implementation, on a
        retrospective basis, of CICA HB 3031 - Inventories. See section
        13.1 for additional information.
    (3) Includes initial gain/loss on the sale of loans receivable,
        amortization of servicing liability, change in securitization reserve
        and gain/loss on reinvestment.
    

Seasonal impact

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

    
    Consolidated quarterly results(1)

    ($ in millions except
    per share amounts)                 Q2 2008   Q1 2008   Q4 2007   Q3 2007
    -------------------------------------------------------------------------
    Gross operating revenue           $2,450.7  $1,825.3  $2,503.1  $2,047.2
    Net earnings                          97.7      66.7     131.3     102.1
    Basic earnings per share              1.20      0.82      1.61      1.25
    Diluted earnings per share            1.20      0.82      1.61      1.25
    -------------------------------------------------------------------------

    ($ in millions except
    per share amounts)                 Q2 2007   Q1 2007   Q4 2006   Q3 2006
    -------------------------------------------------------------------------
    Gross operating revenue           $2,314.1  $1,737.7  $2,426.1  $2,023.3
    Net earnings                         122.5      55.7     108.3      95.4
    Basic earnings per share              1.50      0.68      1.33      1.17
    Diluted earnings per share            1.50      0.68      1.32      1.16
    -------------------------------------------------------------------------
    (1) 2007 quarterly results have been restated for the implementation, on
        a retrospective basis, of CICA HB 3031 - Inventories. See section
        13.1 for additional information. 2006 results have not been restated
        as the information required to calculate the restatement on a
        quarterly basis is not readily available.
    

Earnings guidance

The Company is revising its earnings guidance for 2008 and expects that earnings per share for 2008 will now be in the range of $4.75 to $5.05 per share, excluding non-operating items. This is below Management's initial guidance of $5.15 to $5.40 per share, excluding non-operating items. The principal reasons for this change in forecast are: the book to physical inventory adjustment at Mark's; lower second quarter earnings at CTR and Mark's; and the higher on-hand CTR inventory at the end of the second quarter leading to increased carrying and clearance costs for the balance of the year.

    
    3.2 Business unit Q2 2008 performance overview

    -------------------------------------------------------------------------
    Canadian Tire Retail                 Mark's Work Wearhouse
    -------------------------------------------------------------------------
    Q2 2008 Performance highlights       Q2 2008 Performance highlights

    -   continued development of store   -   opened four corporate stores
        network, now with a total of         and relocated two stores, four
        473 stores including 222             of which are co-located with
        Concept 20/20 stores;                a CTR store;
    -   continued development of new     -   store network increased to 364
        store concepts; and                  locations and increased total
    -   replaced three and expanded          retail space by approximately
        two traditional stores to the        10 percent over the second
        Concept 20/20 store format.          quarter of 2007;
                                         -   continued focus on Clothes That
    PartSource Q2 2008 performance           Work campaign, with the
    highlights                               relaunch of two Clothes That
                                             Work technologies and the
    -   converted three stores acquired      introduction of two new
        in Q1 2008 to PartSource             Clothes That Work items during
        banner;                              the quarter.
    -   network growth to 75 stores
        including four hub stores; and
    -   approximately eight percent
        increase in retail square
        footage.
    -------------------------------------------------------------------------
    Canadian Tire Financial Services     Petroleum
    -------------------------------------------------------------------------
    Q2 2008 Performance highlights       Q2 2008 Performance highlights

    -   continued testing of the retail  -   growth of network to 267 gas
        banking initiative;                  bars and 260 convenience
    -   invested $9.7 million in the         stores;
        Canadian Tire Options MasterCard -   refurbishment of one gas bar
        relaunch; and                        as part of the initiative to
    -   continued increases in gross         improve the overall customer
        average receivables for the          experience at Petroleum's
        total managed portfolio.             sites; and
                                         -   improvement in earnings over
                                             the prior year, reflecting
                                             higher gasoline prices and
                                             margins during the quarter
                                             as well as effective expense
                                             management.
    -------------------------------------------------------------------------
    

The following sections outlining the Company's business segment performance highlight the respective segments' achievements to date against key initiatives identified in the 2012 Strategic Plan. The initiatives have been divided into those contributing to building a "Bigger" Canadian Tire and those designed to create a "Better" Canadian Tire.

In this context, "Bigger" is intended to convey the objective of achieving increased sales and market share primarily through network growth, new store concepts and new products. "Better" is intended to convey the objective of improved productivity, service levels and rates of return.

3.3 Business segment performance

3.3.1 Canadian Tire Retail

3.3.1.1 Q2 2008 Strategic Plan performance

The following outlines CTR's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.

    
    -------------------------------------------------------------------------
    Initiatives to build a "BIGGER" Canadian Tire
    -------------------------------------------------------------------------
    New store concept program

    Concept 20/20 has been the cornerstone of CTR's growth agenda since 2003.
    Based on the results from the Concept 20/20 stores opened to date, CTR is
    developing the next new store concepts which are designed to build on the
    successes of the Concept 20/20 store with a greater focus on improving
    sales and productivity. Plans for 2008 include opening two of the new
    concept "smart" stores that will have the same focus of improving sales
    and productivity, as well as providing a more exciting customer
    experience, and four new stores with the further goal of expanding our
    presence in smaller markets.
    -------------------------------------------------------------------------
    2008 Key initiatives                 2008 Performance
    -------------------------------------------------------------------------
    CTR's strategy for the continued     Second quarter
    rollout of new concept stores
    including our existing Concept       CTR opened 27 new stores in the
    20/20 stores, new small market       quarter including five replacement
    concept and new "smart" concept      stores, 21 retrofit or expansion
    stores is an important aspect of     projects and one store that is new
    the 2012 Plan.                       to the network. Four of the stores
                                         opened in the quarter incorporate a
                                         full-size Mark's store inside. In
                                         addition, one traditional store was
                                         closed during the quarter.

                                         The store network now totals 473
                                         stores, 37 of which include a Mark's
                                         component.
    -------------------------------------------------------------------------
    Customers for Life

    Canadian Tire is committed to building customer loyalty through fostering
    a positive, consistent and memorable customer experience. During 2007,
    Canadian Tire began working on a new strategic model for the organization
    that will lead to a stronger focus on customer service and improvements
    in generating Customers for Life.
    -------------------------------------------------------------------------
    2008 Key initiatives                 2008 Performance
    -------------------------------------------------------------------------
    CTR is committed to generating       Second quarter
    consistent and coherent customer
    service measures, tracking and       The Customer Satisfaction Index
    performance.                         (CSI) was successfully developed,
                                         piloted and rolled out in 2007.
                                         The collecting of data for 2008
                                         continued as planned completing
                                         approximately half of the data
                                         gathering for the year. The
                                         Dealer relations team has also
                                         continued working with the
                                         Canadian Tire Dealers Association
                                         to address issues that will
                                         improve the overall process and
                                         survey results.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    PartSource network expansion

    PartSource will continue its expansion into new markets through a
    combination of new stores and small-scale acquisitions. PartSource's
    strategy to buy small local businesses and convert them to the PartSource
    banner has proven successful, with high rates of customer retention after
    conversion.
    -------------------------------------------------------------------------
    2008 Key initiatives                 2008 Performance
    -------------------------------------------------------------------------
    Key initiatives for PartSource       Second quarter
    include building CTR as a new
    commercial account for emergency     During the quarter, PartSource made
    shipments, updating the              significant progress on building
    organizational structure, testing    the CTR commercial account and is
    new operating systems and launching  now used by 148 Canadian Tire
    a new auto parts catalogue.          stores for emergency auto parts.
                                         Progress on this initiative will
                                         continue building throughout the
                                         year.

                                         PartSource opened one new
                                         corporate store and converted
                                         three acquired stores to the
                                         PartSource brand during the
                                         quarter. This brings the network
                                         total to 75 stores,
                                         including four hub stores.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Initiatives to build a "BETTER" Canadian Tire
    -------------------------------------------------------------------------
    Automotive Infrastructure initiative

    CTR has made revitalizing its cornerstone automotive business a key
    priority over the 2012 Plan period and began to roll out Phase One of
    this project in 2007 through opening two PartSource hub stores. Regional
    hub stores are larger than traditional PartSource stores and are designed
    to provide a broader assortment of automotive parts to service both
    Canadian Tire and PartSource customers on an as needed basis. This
    investment over the next five to seven years will be directed at
    increasing auto parts sales and generating a high rate of return for the
    project, and will benefit the Company and our Dealers.
    -------------------------------------------------------------------------
    2008 Key initiatives                 2008 Performance
    -------------------------------------------------------------------------
    The Automotive Infrastructure        Second quarter
    initiative will be an important
    factor in CTR's future growth and    Progress on Phase One of the
    will involve significant investment  Automotive Infrastructure
    in fixed assets and working capital  initiative continued in the
    and a redesign of key technology     second quarter as follows:
    solutions.
                                         Emergency supply implementation:

                                         -   Opened fourth PartSource hub
                                             store in Kitchener, Ontario;
                                             and
                                         -   363 Canadian Tire stores
                                             have signed up with their
                                             local Uni Select
                                             representative.

                                         Corporate assortment expansion:

                                         -   Enabled activation of
                                             seven digit product numbers
                                             within corporate systems;
                                             and
                                         -   Continued modifications and
                                             integration testing of
                                             warehouse management system
                                             in the Vaughan facility.

                                         Enabling technologies:

                                         -   Continued progress on
                                             business process, system
                                             analysis and design work;
                                             and
                                         -   Signed interim agreements
                                             with software vendors to
                                             secure licenses and
                                             professional services for
                                             analysis and design work.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    CTR Change program

    During 2007, CTR began to implement its multi-year productivity effort
    with projects designed to overhaul and upgrade internal processes and IT
    systems. As the benefits of these projects begin to unfold, we will be
    able to make faster and better decisions and improve our agility and
    speed to market.
    -------------------------------------------------------------------------
    2008 Key initiatives                 2008 Performance
    -------------------------------------------------------------------------
    CTR will implement productivity/     Second quarter
    control initiatives in the areas
    of pricing and product hierarchy     Progress made on the CTR change
    to streamline and strengthen         program in the second quarter
    operations and improve               included:
    organizational structures and
    efficiencies.                        -   implemented new pricing
                                             system across merchandising
                                             division;
                                         -   implemented Master Data
                                             Management infrastructure
                                             for CTR's core data;
                                         -   finalized scope for new
                                             promotional planning system;
                                             began work on design; and
                                         -   began work on vendor
                                             management capability.
    -------------------------------------------------------------------------

    3.3.1.2 Key performance indicators

    The following are key measures of CTR's sales productivity:

    -   total same store sales growth;
    -   average retail sales per store;
    -   average sales per square foot of retail space; and
    -   average transaction value

    CTR total retail and same store sales

    (year-over-year percentage change) Q2 2008   Q2 2007  2008 YTD  2007 YTD
    -------------------------------------------------------------------------
    Total retail sales(1)                 1.5%      3.8%      0.3%      3.5%

    Same store sales(2)                 (0.5)%      1.7%    (1.8)%      1.5%
    -------------------------------------------------------------------------
    (1) Includes sales from Canadian Tire and PartSource stores, sales from
        CTR's online web store and the labour portion of CTR's auto service
        sales.
    (2) Includes sales from Canadian Tire and PartSource stores, but excludes
        sales from CTR's online web store and the labour portion of CTR's
        auto service sales.

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

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

    CTR same store sales by store format

    (year-over-year percentage change) Q2 2008   Q2 2007  2008 YTD  2007 YTD
    -------------------------------------------------------------------------
    Same store sales(1)
      Concept 20/20 stores                0.1%      4.4%    (0.9)%      5.0%
      New-format stores                 (1.2)%    (0.3)%    (2.8)%    (0.8)%
      Traditional stores                (1.1)%    (0.8)%    (2.6)%    (0.9)%
    -------------------------------------------------------------------------
    (1) Excludes sales from PartSource stores, CTR's online web store and the
        labour portion of CTR's auto service sales.


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

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

    As our store network continues to evolve, we will be introducing new store
formats into our store class categories. In this 2008 second quarter MD&A, we
continue to report three separate classes of stores, defined as follows:

    -------------------------------------------------------------------------
     Concept 20/20 store        New-format store         Traditional store
           format                    format                    format
     (mid 2003 to 2008)        (1994 to mid 2003)         (1994 and prior)
       Average retail            Average retail            Average retail
       square footage:           square footage:           square footage:
          54,000                     31,000                    16,000
    -------------------------------------------------------------------------
    Larger format launched   Large format, including  Smaller than either the
    in September 2003,       "Class Of" and "Next     new-format or Concept
    ranging in size from     Generation" stores,      20/20 stores on
    24,000 to 89,000         ranging in size from     average. Traditional
    square feet (excluding   16,000 to 66,000         stores are
    the Mark's component of  square feet, most of     characterized by varied
    Mark's-inside-a-CTR      which were opened        sizes and layouts.
    store).                  between 1994 and mid     Traditional stores make
    Concept 20/20 stores     2003. New-format stores  up approximately seven
    make up approximately    make up approximately    percent of the retail
    65 percent of the        28 percent of the        square footage in the
    retail square footage    retail square footage    network.
    of the network.          in the network. This
    See section 3.3.1.1, Q2  format immediately
    2008 Strategic Plan      preceded the Concept
    performance for more     20/20 format.
    information on the
    Concept 20/20 rollout.
    -------------------------------------------------------------------------

    Concept 20/20 stores represented approximately 65 percent of CTR's retail
square footage and 56 percent of total retail sales in the second quarter of
2008.

    CTR store count
                             Q2 2008      2007      2006      2005      2004
    -------------------------------------------------------------------------
    Concept 20/20 stores(1)      222       192       126        53        25
    New-format stores(2)         168       189       237       292       302
    Traditional stores            83        92       105       117       130
    -------------------------------------------------------------------------
    Total new-format,
     traditional and Concept
     20/20 stores                473       473       468       462       457
    PartSource stores             75        71        63        57        47
    -------------------------------------------------------------------------
    (1) Concept 20/20 store total in 2008 count includes six Concept 20/20
        Mark's-inside-a-CTR concept stores which have been opened in pilot
        phase and 28 CTR-Mark's combination Concept 20/20 stores.
    (2) New-format store total in 2008 includes three CTR-Mark's combination
        stores.

    CTR continues to expand and retrofit its' store network with a focus on
converting older format stores to the new formats. The Concept 20/20 store
format will be completed by the end of 2008 and new formats consistent with
the goals of the 2012 Plan will be piloted in 2008 and rolled out in
subsequent years.

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

                                       For the 12 months   For the 12 months
    ($ in millions)                  ended June 28, 2008 ended June 30, 2007
    -------------------------------------------------------------------------
    Concept 20/20 stores                         $  19.2             $  19.8
    New-format stores                               13.5                13.8
    Traditional stores                               7.8                 8.1
    -------------------------------------------------------------------------
    (1) Retail sales are shown on a 52-week basis in each year and exclude
        sales from PartSource stores, CTR's online web store and the labour
        portion of CTR's auto service sales.
    (2) Only includes stores that have been open for a minimum of two years
        as at the end of the quarter.
    

Concept 20/20 stores experience higher customer traffic and increases in average transaction value compared to previous store formats as customers spend more time browsing in these stores.

    
    Average sales per square foot of Canadian Tire retail space(1),(2),(3)

                                              For the 12          For the 12
                                            months ended,       months ended,
                                           June 28, 2008       June 30, 2007
    -------------------------------------------------------------------------
    Retail square footage(1),(3)
     (millions of square feet)                      18.4                17.0
    Concept 20/20 stores(2),(3)                    $ 365               $ 377
    New-format stores(2),(3)                         435                 446
    Traditional stores(2),(3)                        494                 510
    -------------------------------------------------------------------------
    (1) Retail square footage is based on the total retail square footage
        including stores that have not been open for a minimum of two years
        as at the end of the quarter.
    (2) Retail sales are shown on a 52-week basis in each year for those
        stores that have been open for a minimum of two years as at the end
        of the current quarter. Sales from PartSource stores, CTR's online
        web store and the labour portion of CTR's auto service sales are
        excluded.
    (3) Retail space does not include warehouse, garden centre and auto
        service areas.
    

The two tables above show a year-over-year decrease in retail sales per store and retail sales per square foot. The decrease is partially due to the significant number of new-format and Concept 20/20 stores that are excluded from the calculation as they have not been open, in that format, for a period of two years. Once the stores have been open for two years, they are included once again in the average sales metrics.

Average sales per square foot of retail space in the larger store formats are lower than in traditional stores because additional space is designed to display more merchandise, accommodate wider aisles, include more appealing product displays and provide a more compelling shopping experience overall. The larger Concept 20/20 stores and new-format stores do however, on average, generate more total sales and have a lower operating cost for Dealers per retail square foot.

CTR retail sales

Second quarter

CTR's second quarter retail sales increased 1.5 percent over the same quarter of 2007. The increase was a result of increased home category sales, including tools, and promotional strategies utilized during the quarter. Retail sales were also positively affected by additional shopping days in the second quarter of 2008 relative to the prior year as the Easter weekend fell in the first quarter of this year. Retail sales were negatively impacted by unfavourable spring weather conditions resulting in a decline in sales of seasonal and weather related categories. Sales trends in June and July have, however, improved on the strength of the new summer 2008 seasonal programs, a more competitive pricing strategy and the arrival of warmer weather throughout Canada.

PartSource experienced another quarter of year-over-year sales increases driven by both the continued expansion of the network and growth in the commercial customer segment. In addition, PartSource shipments to Dealers continue to increase as components of the Automotive Infrastructure initiative project are rolled out.

    
    3.3.1.3 CTR's financial results

    ($ in millions)    Q2 2008 Q2 2007(1) Change  2008 YTD 2007 YTD(1) Change
    -------------------------------------------------------------------------
    Retail sales      $2,174.5  $2,141.9    1.5%  $3,393.3  $3,384.4    0.3%
    Net shipments
     (year-over-year
     % change)            3.2%    (0.5)%              1.8%      3.9%
    Gross operating
     revenue          $1,562.1  $1,514.9    3.1%  $2,633.4  $2,585.8    1.8%
    EBITDA(2)            143.1     139.9    2.3%     245.2     228.2    7.5%
    -------------------------------------------------------------------------
    Earnings before
     income taxes         85.0      88.5  (4.1)%     128.6     126.5    1.7%
    Less adjustment for:
      Gain on disposals
       of property and
       equipment           0.1       3.7               4.0       3.7
      Former CEO
       retirement
       obligation          0.5      (6.7)              0.9      (6.7)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(2)         $   84.4  $   91.5  (7.9)%  $  123.7  $  129.5  (4.5)%
    -------------------------------------------------------------------------
    (1) 2007 earnings figures have been restated for the implementation, on a
        retrospective basis, of CICA HB 3031 - Inventories. Please refer to
        section 13.1 for additional information.
    (2) See section 14.0 on non-GAAP measures.


    CTR's net shipments

    -------------------------------------------------------------------------
    CTR's net shipments are the total value of merchandise shipped to
    Canadian Tire and PartSource stores, and through our online web store,
    less discounts and net of returns. Shipments to stores are recorded at
    the wholesale price that we charge to our Dealers and PartSource
    franchisees.
    -------------------------------------------------------------------------
    

Explanation of CTR's financial results

Second quarter

For the quarter, gross operating revenue increased compared to the second quarter of 2007, primarily as a result of higher net shipments.

Despite increased revenues, adjusted pre-tax earnings in CTR decreased 7.9 percent in the second quarter principally due to a decline in product margins. Margins were affected by aggressive promotional activity and product mix. Second quarter earnings also included an incremental $5.9 million of pre- tax net expenses in long-term productivity and growth initiatives, including the Automotive Infrastructure initiative and Information Technology Renewal, which will provide long-term benefits.

3.3.1.4 Business risks

CTR is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. The following are some of the business risks specific to CTR's retail and other operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.

Supply chain disruption risk

An increasing portion of CTR's product assortment is being sourced from foreign suppliers, lengthening the supply chain and extending the time between order and delivery to CTR's warehouses. Accordingly, CTR is exposed to potential supply chain disruptions due to foreign supplier failures, geopolitical risk, labour disruption or insufficient capacity at ports, and risks of delays or loss of inventory in transit. The Company mitigates this risk through effective supplier selection and procurement practices, strong relationships with transportation companies, port and other shipping authorities, supplemented by marine insurance coverage. CTR has demonstrated its ability to mitigate this risk in the past.

Seasonality risk

CTR derives a significant amount of its revenues from the sale of seasonal merchandise and, accordingly, bears a degree of risk from unseasonable weather patterns. CTR mitigates this risk, to the extent possible, through the breadth of our product mix as well as effective procurement and inventory management practices.

Environmental risk

Environmental risk within CTR is primarily associated with the handling and recycling of certain materials, such as tires, paint, oil and lawn chemicals, sold in Canadian Tire and PartSource stores. The Company has established and follows comprehensive environmental policies and practices to avoid a negative impact on the environment, protect CTR's reputation and comply with environmental laws.

3.3.2 Mark's Work Wearhouse

3.3.2.1 Q2 2008 Strategic Plan performance

The following outlines Mark's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.

    
    -------------------------------------------------------------------------
    Initiatives to build a "BIGGER" Canadian Tire
    -------------------------------------------------------------------------
    Network expansion

    A critical aspect of Mark's growth plan revolves around its objective of
    capturing an increasingly significant share of overall apparel sales in
    each geographic market in which Mark's competes. To increase Mark's
    market presence, the Company plans to continue with its aggressive goal
    of expanding the network of Mark's stores.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    Mark's will continue network         Second quarter
    development through opening new
    stores, relocating or expanding      -   opened four new stores,
    existing stores and renovating           three of which are
    older stores to the newest Mark's        co-located inside a CTR
    format.                                  store;
                                         -   expanded one corporate
                                             store; and
                                         -   relocated two corporate
                                             stores, one of which is
                                             co-located inside a
                                             CTR store.

                                         Mark's total retail square
                                         footage at the end of the
                                         quarter was 3.1 million square
                                         feet.
    -------------------------------------------------------------------------
    New store concepts

    In addition to adding incremental stores to the total network, Mark's is
    in the process of developing new store concepts that will be rolled out
    over the Plan period.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    Mark's will continue to expand the   Second quarter
    store network by developing new and
    innovative ways to bring Clothes     Mark's relocated one new
    That Work to consumers across the    Mark's-inside-a-CTR store
    country, resulting in an increased   (included in total above).
    physical presence across the
    geographic regions of Canada.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Initiatives to build a "BETTER" Canadian Tire
    -------------------------------------------------------------------------
    Category expansion

    Mark's has set aggressive growth goals for the 2012 Plan period which
    will be supported by its plans for category expansion in its three major
    product lines. Although growth was modest in 2007 and the first half of
    2008, women's wear is still expected to be the fastest growing segment of
    the business over the plan period as it is the least developed of the
    Mark's main category lines. Improvements in the product assortment in the
    women's wear category are expected to bring continued growth during the
    Plan period.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    In 2008, Mark's will continue to     Second quarter - corporate sales
    expand its product assortment in
    the three main categories of         -   sales of industrial wear
    apparel and footwear with a focus        increased by 14.4 percent;
    on the Clothes That Work campaign.   -   sales of women's wear
                                             increased by 4.5 percent;
                                             and
                                         -   sales of men's wear
                                             increased by 2.2 percent.

                                         Mark's continued to focus on
                                         the Clothes That Work campaign
                                         with the relaunch of two Clothes
                                         That Work technologies and the
                                         introduction of two new Clothes
                                         That Work items, including one
                                         new women's wear item.
    -------------------------------------------------------------------------


    3.3.2.2 Key performance indicators

    The following are key performance indicators for Mark's:

    -   retail and same store sales growth;
    -   average sales per corporate store; and
    -   average sales per square foot of retail space

    Mark's retail and same store sales growth

    (year-over-year
    percentage change)                 Q2 2008   Q2 2007  2008 YTD  2007 YTD
    -------------------------------------------------------------------------
    Total retail sales                    5.3%      9.7%      1.5%     13.0%

    Same store sales(1)                   0.9%      6.9%    (2.8)%     10.6%
    -------------------------------------------------------------------------
    (1) Mark's same store sales excludes new stores, stores not open for the
        full period in each year and store closures.

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

    Mark's retail sales represent total merchandise sales to consumers and
    business-to-business customers, net of returns, across Mark's entire
    network of stores, fulfillment centres and Mark's online web store
    recorded at retail prices.
    -------------------------------------------------------------------------
    

Second quarter

Mark's retail sales during the second quarter of 2008 were impacted by the continued softening of retail and economic conditions experienced across many parts of Canada. Despite these factors, retail sales increased 5.3 percent due to expansion in the store network. Same store sales growth increased a modest 0.9 percent compared to the second quarter of 2007, which had experienced strong same store sales results at that time, due to more favourable weather and economic conditions compared to those that prevailed in the second quarter of 2008. Men's industrial footwear and men's workwear demonstrated the largest dollar sales increases in corporate store sales in the second quarter.

    
    Average corporate store sales(1)

                                                 For the   For the   For the
                                               12 months 12 months 12 months
                                                   ended,    ended,    ended,
                                                 June 28,  June 30,   July 1,
                                                    2008      2007      2006
    -------------------------------------------------------------------------
    Average retail sales per store
     ($ thousands)(2)                           $  2,735  $  2,867  $  2,526
    Average sales per square foot ($)(3)             323       347       322
    -------------------------------------------------------------------------
    (1) Calculated on a rolling 12-month basis.
    (2) Average retail sales per corporate store include corporate stores
        that have been open for 12 months or more.
    (3) Average sales per square foot is based on sales from corporate
        stores. We have prorated square footage for corporate stores that
        have been open for less than 12 months.

    Mark's continues to focus on productivity at its stores. Due to the
softening retail environment in Canada during the second quarter of 2008,
there was a decrease in average sales per store and average sales per square
foot, but this followed strong 13.5 percent and 7.8 percent year-over-year
increases in those respective measures in the second quarter of 2007 over the
second quarter of 2006 due to the factors noted above.

    3.3.2.3 Mark's financial results

    ($ in millions)    Q2 2008 Q2 2007(1) Change  2008 YTD 2007 YTD(1) Change
    -------------------------------------------------------------------------
    Retail sales(2)   $  233.1  $  221.3    5.3%  $  405.6  $  399.7    1.5%
    Gross operating
     revenue(3)          200.6     187.2    7.2%     348.1     339.3    2.6%
    EBITDA(4)             14.7      30.2 (51.5)%      17.7      34.7 (49.3)%
    -------------------------------------------------------------------------
    Earnings before
     income taxes          7.9      25.0 (68.4)%       4.5      24.8 (81.9)%
    Less adjustment for:
    Loss on disposals
     of property and
     equipment            (0.1)     (0.3)             (0.1)     (0.6)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(4)         $    8.0  $   25.3 (68.5)%  $    4.6  $   25.4 (82.0)%
    -------------------------------------------------------------------------
    (1) Mark's 2007 results have been restated for the implementation, on a
        retrospective basis, of CICA HB 3031 - inventories. Please refer to
        section 13.1 for additional information.
    (2) Includes retail sales from corporate and franchise stores.
    (3) Gross operating revenue includes retail sales at corporate stores
        only.
    (4) See section 14.0 on non-GAAP measures.
    

Explanation of Mark's financial results

Second quarter

Mark's pre-tax earnings decreased in the second quarter of 2008 primarily as a result of the decrease in gross margin attributable to a larger than anticipated book to physical inventory adjustment during the annual store inventory count ($12.0 million higher than the previous year). Operating expenses increased by 18.5 percent over the second quarter of 2007, largely attributable to higher personnel, advertising, occupancy and infrastructure investments to support the growth in the store network.

3.3.2.4 Business risks

Mark's is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. The following are some of the business risks specific to Mark's. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry and Company-wide risks affecting the business.

Seasonality risk

Mark's business remains very seasonal, with the fourth quarter typically producing the largest share of annual sales and earnings due to the general increase in consumer spending for winter clothing and Christmas related purchases. In 2007, for example, the fourth quarter produced about 40 percent of total annual retail sales and prior to the adoption of CICA HB 3031 - Inventories, approximately 54 percent of annual pre-tax earnings. With the adoption of CICA HB 3031 - Inventories, an even higher percentage of Mark's annual pre-tax earnings are expected to occur in the fourth quarter. Detailed sales reporting and merchandise planning modules assist Mark's in mitigating the risks and uncertainties associated with unseasonable weather and consumer behaviour during the important Christmas selling season, but cannot remove risks completely because inventory orders, especially for a significant portion of merchandise purchased off-shore, must be placed well ahead of the season.

Market obsolescence risk

All clothing retailers are exposed, to varying degrees, to the vagaries of consumers' fashion preferences. Mark's mitigates this risk through its brand positioning, consumer preference monitoring, demand forecasting and merchandise selection efforts. Mark's specifically targets consumers of durable everyday wear and is less exposed to changing fashions than apparel retailers offering high-fashion apparel and accessories.

3.3.3 Canadian Tire Petroleum

3.3.3.1 Q2 2008 Strategic Plan performance

Petroleum plays a strategic role in increasing customer loyalty and driving traffic and transactions for CTR and Financial Services. Petroleum increases Canadian Tire's total value proposition by offering Canadian Tire 'Money' loyalty rewards on gas purchases paid for in cash or by Canadian Tire's Options MasterCard. Petroleum also supports other cross-marketing promotions and joint product launches, such as Canadian Tire's Gas Advantage MasterCard, which has gained wide popularity since its introduction in Ontario in mid-2006. Customers who have a Canadian Tire MasterCard and purchase gas at Petroleum are Canadian Tire's most loyal and profitable customers.

The following outlines Petroleum's performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.

    
    -------------------------------------------------------------------------
    Initiatives to build a "BIGGER" Canadian Tire
    -------------------------------------------------------------------------
    Network renewal and new store concept

    Petroleum's business is an integral part of the Canadian Tire
    organization as customers that use Petroleum's gas bars drive sales and
    traffic to our other business units. Over the 2012 Plan period, Petroleum
    will continue to develop its real estate plan, focusing on introducing
    new store concepts into its existing network of locations, while
    continuing to focus on renewing its current sites.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    In 2008, Petroleum will continue to  Second quarter
    strengthen the existing network by
    opening new sites and refurbishing   -   opened one new gas bar; and
    or rebuilding existing sites.        -   refurbished one gas bar.

                                         At the end of the quarter, Petroleum
                                         had 267 gas bars, including 42
                                         re-branded sites.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Initiatives to build a "BETTER" Canadian Tire
    -------------------------------------------------------------------------
    Enhancing interrelatedness

    Petroleum's business is integrated with CTR and Financial Services
    through Canadian Tire 'Money' and various cross- marketing programs
    designed to build customer loyalty. Petroleum is also in the process of
    enhancing its interrelatedness strategy to further extend its marketing
    leverage across the Company.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    In 2008, Petroleum will              Second quarter
    aggressively seek out additional
    cross-marketing opportunities to     -   issued multiplier coupons that
    further leverage its                     increase the Canadian Tire
    interrelatedness strategy to drive       'Money' offered on gas
    customer traffic, transactions,          purchases paid for in cash or
    customer loyalty and earnings across     by Canadian Tire Options
    the enterprise.                          MasterCard;
                                         -   offered discount coupons on
                                             Canadian Tire merchandise with
                                             the purchase of gas; and
                                         -   sold car wash vouchers at CTR
                                             stores.
    -------------------------------------------------------------------------

    3.3.3.2 Key performance indicators

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


    Gasoline sales volume

                       Q2 2008   Q2 2007  Change  2008 YTD  2007 YTD  Change
    -------------------------------------------------------------------------
    Sales volume
     (millions of
     litres)             429.6     437.4  (1.8)%     843.4     852.7  (1.1)%
    -------------------------------------------------------------------------
    

Petroleum has continued to grow its market share over the past couple of years in a mature market where gas prices are at historically high levels, largely due to our loyalty program, customer service experience at our gas bars and an increased combined penetration rate on our Canadian Tire Options MasterCard and the Gas Advantage MasterCard. Gasoline sales volumes during the quarter were down slightly due to lower same site sales, partially offset by increases in new site openings. On a same site basis, our gasoline volume decreased by 2.6 percent in the quarter, which was principally due to a year- over-year increase in average retail gas prices of approximately 18 percent and a softening economic environment.

    
    Petroleum's convenience and car wash sales

    (year-over-year percentage change)  Q2 2008   Q2 2007  2008 YTD 2007 YTD
    -------------------------------------------------------------------------
    Total retail sales
      Convenience store sales              5.0%     18.0%      8.0%    17.5%
      Car wash sales                     (8.6)%     20.8%   (17.2)%    20.8%
    -------------------------------------------------------------------------
    Same store sales
      Convenience                          3.5%     13.2%      6.4%    12.9%
      Car wash                           (8.5)%     17.7%   (17.4)%    17.4%
    -------------------------------------------------------------------------

    Convenience store sales in the second quarter of 2008 increased as a
result of new site openings and increases in tobacco and lottery sales. The
decline in car wash sales is largely attributable to the impact of high
gasoline prices and softening economic conditions experienced in the second
quarter of 2008 compared to the previous year.


    3.3.3.3 Petroleum's financial results

    ($ in millions)    Q2 2008   Q2 2007  Change  2008 YTD  2007 YTD  Change
    -------------------------------------------------------------------------
    Retail sales      $  541.9  $  471.9   14.8%  $  990.9  $  857.3   15.6%
    Gross operating
     revenue             514.8     445.6   15.5%     937.6     808.4   16.0%
    EBITDA(1)             12.1      10.5   16.2%      21.1      17.0   24.7%
    -------------------------------------------------------------------------
    Earnings before
     income taxes          8.0       6.4   27.2%      13.0       8.9   47.1%
    Less adjustment for:
      Loss on disposals
       of property and
       equipment             -      (1.1)             (0.2)     (1.3)
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(1)         $    8.0  $    7.5    9.8%  $   13.2  $   10.2   30.6%
    -------------------------------------------------------------------------
    (1) See section 14.0 on non-GAAP measures.
    

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

Petroleum's retail sales

Retail sales include the sales of gasoline at Petroleum's entire network

of petroleum sites recorded at retail pump prices, including re-branded

sites, and excluding goods and services taxes and provincial sales taxes,

where applicable. Retail sales also include sales of products sold at our

convenience stores, car wash sites, propane and Pit Stop sites, all of

which we record at retail selling prices.

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

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

Gasoline pricing

Petroleum maintains long-term wholesale agreements with major refiners to

source competitively priced gasoline across Canada. This fuel is then

sold through Petroleum retail locations at market prices.

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

Explanation of Petroleum's financial results

Second quarter

Higher and more stable gasoline margins and an increase in convenience store sales, partially offset by lower gasoline volumes, contributed to Petroleum's revenue growth in the second quarter. Average retail gasoline prices during the second quarter of 2008 increased by approximately 18 percent over the second quarter of 2007, driving the increased revenue.

Increased gasoline margins were the major factor that contributed to Petroleum's positive earnings performance during the quarter combined with effective expense management. Petroleum incurred $0.6 million in environmental expenses in the second quarter related to clean-up costs associated with certain site closures compared to $1.8 million incurred in the second quarter of 2007.

3.3.3.4 Business risks

Petroleum is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. The following are some of the business risks specific to Petroleum's operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks.

Commodity price and disruption risk

The operating performance of petroleum retailers can be affected by fluctuations in the commodity cost of oil. The wholesale price of gasoline is subject to global oil price supply and demand conditions, which are increasingly a function of rising demand from fast-developing countries such as India and China, political instability in the Middle East, potential supply chain disruptions from natural and human-caused disasters, as well as commodity speculation. To mitigate this risk to profitability, Petroleum tightly controls its operating costs and enters into long-term gasoline purchase arrangements with integrated gasoline wholesalers.

Environmental risk

Environmental risk within Petroleum is primarily associated with the handling of gasoline, oil and propane. Environmental contamination, if not prevented or remediated, could result in fines and sanctions and damage our reputation. Petroleum mitigates its environmental risks through a comprehensive regulatory compliance program, which involves environmental investigations, as required, and the remediation of any contaminated sites in a timely manner. Petroleum also carries environmental insurance coverage.

3.3.4 Canadian Tire Financial Services

3.3.4.1 Q2 2008 Strategic Plan performance

The following outlines Financial Services' performance for the second quarter of 2008 in the context of our 2012 Strategic Plan.

    
    -------------------------------------------------------------------------
    Initiatives to build a "BIGGER" Canadian Tire
    -------------------------------------------------------------------------
    Total managed portfolio of loans receivable (credit card, personal and
    line of credit loans)

    Financial Services plans to grow its portfolio through increases in
    average balances, new account acquisition, the introduction of new credit
    cards and continued testing of the personal loan portfolio.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    For 2008, Financial Services has     Second quarter
    targeted increasing gross average
    credit card receivables and the      Gross average loans receivable
    number of accounts carrying a        were $3.8 billion in the second
    balance and growing its total        quarter. The growth reflects a
    managed portfolio as key             6.5 percent increase in the
    initiatives.                         average account balance and a
                                         0.3 percent increase in the
    In addition, Financial Services      number of accounts carrying a
    is planning a major relaunch of      balance.
    the Canadian Tire Options
    MasterCard in 2008.                  During the quarter Financial
                                         Services continued the rollout
                                         of new cards for the relaunch
                                         of the Canadian Tire Options
                                         MasterCard.
    -------------------------------------------------------------------------
    Retail banking

    Financial Services began offering retail banking products in two pilot
    markets in October 2006, including high interest savings accounts,
    guaranteed investment certificates and residential mortgages. In 2007,
    the pilot was expanded to include a third market in Ontario along with
    the launch of the Canadian Tire One-and-Only account. The retail banking
    business leverages the trust and credibility Canadian Tire has earned
    over the last 40 years providing financial services to millions of
    customers.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    Financial Services' retail banking   Second quarter
    plans include increasing the
    ending mortgage portfolio balance    Financial Services had accumulated
    and deposit balances.                over $180 million in deposits and
                                         approximately $67 million in
    Financial Services will incur        mortgages as at the end of the
    approximately $28 million in net     second quarter of 2008.
    expenses associated with the
    marketing and operations of the      Financial Services incurred
    retail banking initiative in 2008.   $6.6 million in net expenses
                                         associated with the marketing and
                                         operation of the retail banking
                                         initiative during the second
                                         quarter of 2008.
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Initiatives to build a "BETTER" Canadian Tire
    -------------------------------------------------------------------------
    Insurance and other ancillary products

    Financial Services plans to enhance its insurance and warranty product
    offering to credit card customers. Revenues from insurance and warranty
    products have increased significantly in the last five years through
    direct marketing to Canadian Tire's growing base of customers.
    -------------------------------------------------------------------------
    2008 Key initiatives                 Q2 2008 Performance
    -------------------------------------------------------------------------
    Financial Services plans to          Revenues from insurance and
    increase revenues from insurance     warranty products increased
    and warranty products during 2008.   6.6 percent in the second quarter
                                         on a comparable basis
                                         year-over-year.
    -------------------------------------------------------------------------

    3.3.4.2 Key performance indicators

    The following are key indicators of Financial Services' performance:

    -   size of the total managed portfolio
    -   profitability of the portfolio
    -   quality of the portfolio

    Financial Services' total managed portfolio of loans receivable

    ($ in millions,
    except where
    noted)             Q2 2008   Q2 2007  Change  2008 YTD  2007 YTD  Change
    -------------------------------------------------------------------------
    Average number of
     accounts with a
     balance
     (thousands)         1,861     1,855    0.3%     1,855     1,850    0.3%
    Average account
     balance ($)      $  2,066  $  1,940    6.5%  $  2,069  $  1,924    7.5%
    Gross average
     receivables (GAR) 3,844.9   3,599.6    6.8%   3,838.3   3,558.8    7.9%
    Total managed
     portfolio (end of
     period)                                       3,926.7   3,704.3    6.0%
    Net managed
     portfolio
    (end of period)                                3,830.2   3,618.5    5.9%
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Net managed portfolio

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

Financial Services' gross average receivables were up in the second quarter, due primarily to marketing programs designed to increase average balances and increases in our retail banking accounts. The continued success of the Gas Advantage MasterCard in Ontario contributed to the increase in total portfolio growth, offset by a decline in personal loan accounts. During the quarter, Financial Services announced that it will be expanding the Gas Advantage MasterCard offering to other provinces in Canada, beginning on July 1, 2008.

In May 2008, Financial Services re-purchased the securitized portfolio of personal loan receivables of $43.7 million. The portfolio balance has been included in our Consolidated Balance Sheet.

Financial Services' future growth will be driven by increases in average account balances, modest increases in new accounts and the introduction of new credit card and insurance products. Management regards new retail banking products as another high-potential channel for growth in the longer term.

Approximately 2.6 million cards were issued as part of the Options MasterCard relaunch resulting in an investment of $9.7 million this quarter. The relaunch is expected to increase sales by approximately 2.0 percent and return the net investment in 12 to 18 months.

    
    Gross average receivables

    -------------------------------------------------------------------------
    GAR is the monthly average of Financial Services' loans receivable
    averaged over a specified period of time.
    -------------------------------------------------------------------------

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

    Securitization is the process by which interests in financial assets are
    sold to a third party. Financial Services routinely securitizes credit
    card loans receivable by selling an interest in those assets to trusts
    involved in the business of handling receivables portfolios. In the case
    of credit card loans, co-ownership interests are sold to Glacier Credit
    Card Trust(R) (GCCT). Financial Services records these securitization
    transactions as a sale, and as a result, these assets are not included on
    the Company's Consolidated Balance Sheet, but are included in our total
    managed portfolio of loans receivable. Financial Services has
    traditionally securitized between 70 percent and 80 percent of loans
    receivable on an ongoing basis.
    -------------------------------------------------------------------------

    Financial Services' portfolio of credit card loans receivable

    ($ in millions,
    except where
    noted)             Q2 2008   Q2 2007  Change  2008 YTD  2007 YTD  Change
    -------------------------------------------------------------------------
    Average number of
     accounts with a
     balance
     (thousands)         1,823     1,816    0.4%     1,816     1,810    0.3%
    Average account
     balance ($)      $  1,994  $  1,872    6.5%  $  1,999  $  1,850    8.0%
    Gross average
     receivables       3,636.0   3,400.4    6.9%   3,630.7   3,349.5    8.4%
    Total managed
     portfolio (end
     of period)                                    3,710.7   3,514.0    5.6%
    -------------------------------------------------------------------------

    Gross average credit card loans receivable grew 6.9 percent to
$3.6 billion at the end of the quarter primarily due to a 6.5 percent increase
in the average account balance during the quarter compared to the previous
year. The increase in average account balances is largely a result of
marketing programs designed to increase average balances.

    Financial Services' profitability

    Financial Services' profitability measures are tracked as a percentage of
GAR, shown in the table below.

    Profitability of total managed portfolio(1)

                                                 Q2 2008   Q2 2007   Q2 2006
    -------------------------------------------------------------------------
    Total revenue as a % of GAR(2)                24.41%    24.88%    25.10%
    Gross margin as a % of GAR(2)                 12.47%    13.13%    13.17%
    Operating expenses as a % of GAR(3)            7.89%     7.77%     8.10%
    Return on average total managed
     portfolio(2),(3),(4)                          4.58%     5.36%     5.07%
    -------------------------------------------------------------------------
    (1) Figures are calculated on a rolling 12-month basis and comprise the
        total managed portfolio of loans receivable.
    (2) Excludes the net effect of securitization activities and gain on
        disposal/redemption of investment.
    (3) Excludes the impact of the modification to the stock option
        agreements in the fourth quarter of 2006.
    (4) Return is calculated as earnings before taxes as a percentage of GAR.

    The decline in the return on the total managed portfolio is principally
due to the expenses incurred for the Options MasterCard relaunch.

    -------------------------------------------------------------------------
    Gross margin

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

Financial Services' MasterCard accounts provide increased earnings potential through cross-selling of balance-based insurance products and other financial services being offered by Financial Services. As Financial Services introduces lower rate credit cards and other loans receivable, the reduction in revenue and gross margin as a percentage of gross average receivables will be offset by continued growth in loans receivable, higher sales of insurance and warranty products and ongoing improvements in the operating expense ratio.

As part of the strategic planning process, management set a long-term goal of managing Financial Services' pre-tax return on the average total managed portfolio in the target range of 4.5 to 5.0 percent. As shown in the table above, Financial Services has met or exceeded this target in the second quarters of 2006, 2007 and 2008.

    
    Portfolio quality
                                                 Q2 2008   Q2 2007   Q2 2006
    -------------------------------------------------------------------------
    Net write-off rate (rolling 12-month basis)    5.98%     5.89%     5.95%
    Account balances less than 30 days overdue at
     end of period                                96.43%    96.57%    96.39%
    Allowance rate                                 2.46%     2.32%     2.47%
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Net write-offs

    Net write-offs represent account balances that have been written off, net
    of collections of amounts previously written off. Net write-off rate is
    the net write-offs expressed as a percentage of gross average receivables
    in a given period.
    -------------------------------------------------------------------------
    

Financial Services' net write-off rate was 5.98 percent in the second quarter of 2008, an increase of nine basis points over the same period of the previous year. Financial Services' net-write-off rate for the credit card portfolio on a rolling 12-month basis was 5.96 percent compared to 5.79 percent in the 2007 period. Despite more challenging economic conditions, Financial Services continues to manage the write-off rate within the previously stated target range of 5.0 to 6.0 percent.

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

Allowance

The allowance is determined using historical loss experience of account

balances based on the aging and arrears status, with certain adjustments

for other relevant circumstances influencing the recoverability of the

loans.

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

Periodic fluctuations in write-offs, aging and allowances occur as a result of a variety of economic influences such as job growth or losses, personal debt levels and personal bankruptcy rates, as well as changes caused by adjustments to collection strategies. The increase in the allowance rate compared to the second quarter of 2007 is due to a modest deterioration in the credit card portfolio aging, challenging economic conditions and the impact of changes in collection practices in 2007. Aging of the credit card portfolio, while above last year's level, is equivalent to the level of aging in the same period in 2006.

    
    3.3.4.3 Financial Services' financial results

    ($ in millions)    Q2 2008   Q2 2007  Change  2008 YTD  2007 YTD  Change
    -------------------------------------------------------------------------
    Gross operating
     revenue          $  201.5  $  192.3    4.8%  $  410.2  $  368.4   11.4%
    EBITDA(1)             47.1      71.9 (34.6)%     107.5     117.0  (8.1)%
    -------------------------------------------------------------------------
    Earnings before
     income taxes         43.8      68.6 (36.2%)      97.4     114.0 (14.6%)
    Less adjustment for:
      Gain on sale of
       investment            -      18.4                 -      18.4
      Loss on disposals
       of property and
       equipment             -      (0.1)                -      (0.2)
      Net effect of
       securitization
       activities(1)       3.9       5.5              16.8       2.5
    -------------------------------------------------------------------------
    Adjusted earnings
     before income
     taxes(2)         $   39.9  $   44.8  (10.9%) $   80.6  $   93.3  (13.6%)
    -------------------------------------------------------------------------
    (1) Includes initial gain/loss on the sale of loans receivable,
        amortization of servicing liability, change in securitization reserve
        and gain/loss on re-investment.
    (2) See section 14.0 on non-GAAP measures.
    

Explanation of Financial Services' financial results

Second quarter

Financial Services' gross operating revenue increased over the second quarter of 2007 largely as a result of higher credit sales and an increase in interest bearing balances which resulted in an increase in credit interest earned. This was partially offset by a smaller gain from the net effect of securitization activities.

Earnings for the quarter were impacted by the investment of $9.7 million in the Options MasterCard relaunch. Now substantially complete, the relaunch has been well-received by customers and activity on PayPass(TM) enabled cards has exceeded initial expectations. Adjusting for the above-mentioned investment, adjusted earnings were up 10.8 percent year-over-year.

3.3.4.4 Business risks

Financial Services is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. The following are some of the business risks specific to Financial Services' operations. Please also refer to section 9.0 of our 2007 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.

Consumer credit risk

Financial Services grants credit to its customers through Canadian Tire MasterCards, retail credit cards, personal loans, line of credit loans and residential mortgages. With the granting of credit, Financial Services assumes certain risks such as the failure to accurately predict the creditworthiness of its customers or their ability to repay debt. Financial Services minimizes credit risks to maintain and improve the quality of its consumer lending portfolio by:

    
    -   employing sophisticated credit-scoring models to constantly monitor
        the creditworthiness of customers;
    -   using the latest technology to make informed credit decisions for
        each customer account;
    -   adopting technology to improve the effectiveness of the collection
        process; and
    -   monitoring the macro-economic environment, especially with respect to
        consumer debt levels, interest rates, employment levels and income
        levels.
    

Securitization funding risk

Securitization is an important source of funding for Canadian Tire, involving the sale of credit card loans to GCCT. Securitization enables Financial Services to diversify funding sources, and manage risks and capital requirements. Financial Services' securitization program relies on the marketability of the asset-backed commercial paper (ABCP) and notes issued by GCCT as described in section 5.2.4. A decline in the marketability of the commercial paper and notes would require the Company to find new sources of funding. Developments in the last half of 2007 in the international credit markets had an impact on some companies' securitization programs; see sections 5.2.4 and 5.2.5 below.

Interest rate risk

The Company's sensitivity to movements in interest rates is substantially limited to its cash and short-term investments. A one percent change in interest rates would not materially affect its earnings, cash flow or financial position.

Most of Financial Services' revenue is not interest rate sensitive as it is generated primarily from Canadian Tire MasterCards, which carry a fixed interest rate appropriate to customer segments with common credit ratings. The securitization program as described in section 5.2.5 of this MD&A reduces Financial Services' funding requirements. Canadian Tire constantly monitors the potential impact of interest rate fluctuations on its fixed versus floating rate exposure and manages its overall balance to reduce the magnitude of this exposure.

As the success of Financial Services is dependent upon its ability to access capital markets at favourable rates, and given the rapid growth of the total managed portfolio, maintaining the quality of the total managed portfolio and securitized loans receivable is a key priority of Financial Services. For additional information on Canadian Tire's liquidity and capital market activity, please refer to section 5.2 below.

Regulatory ris