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Canadian Tire releases third quarter earnings - Retail sales up 7.3%; adjusted net earnings up 12.7% - Nov 6 2008 11:18AM
Thursday, November 06, 2008 11:07 AM


Consolidated                        2008          2007(2)
Highlights(1):               3rd Quarter     3rd Quarter          Change
-------------------------------------------------------------------------
Retail sales               $2.61 billion   $2.43 billion            7.3%
Gross operating revenue    $2.26 billion   $2.05 billion           10.2%
Adjusted earnings before
 income taxes (excludes
 non-operating gains and
 losses)(3)               $158.4 million   $153.2 million           3.4%
Net earnings              $108.6 million   $102.2 million           6.3%
Adjusted net earnings
 (excludes non-operating
 gains and losses)(3)     $115.5 million   $102.5 million          12.7%
Basic earnings per share           $1.33            $1.25           6.3%
Adjusted basic earnings
 per share (excludes
 non-operating gains and
 losses)(3)                        $1.42            $1.26          12.7%
(1) All dollar figures in this table are rounded.
(2) The 2007 earnings figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3031-Inventories. Please refer to
    Note 2 in the Consolidated Financial Statements.
(3) Non-GAAP measure. Please refer to section 14.0 of Management's
    Discussion and Analysis.

TORONTO, Nov. 6 /CNW/ - Canadian Tire Corporation, Limited (CTC, CTC.a) released its third quarter results today. In a simultaneous news release, the Company announced the appointment of Stephen Wetmore as its next president and CEO effective the beginning of 2009. Tom Gauld will retire from the role at the end of this year and will continue as a member of the Board of Directors.

Despite challenging economic conditions, the company reported a 7.3% increase in retail sales and a 6.3% increase in net earnings compared to the same period in 2007. Adjusted net earnings were $115.5 million, a 12.7% increase over the previous year. The growth in adjusted earnings during the quarter reflects strong quarterly performance in Canadian Tire Retail and Financial Services, as well as benefits from lower effective tax rates.

"Given the challenging market conditions, we are pleased with third quarter sales and the continuing strong sales momentum during the month of October," said Tom Gauld, president and CEO, Canadian Tire Corporation. "The positive sales trends in Canadian Tire Retail stores reflect improvements in our pricing and promotional strategies which will continue through the fourth quarter. Financial Services' earnings growth is also expected to remain strong throughout the remainder of 2008 reflecting the impact of our recent card relaunch and stable aging trends in past due accounts."

Business Overview
CANADIAN TIRE RETAIL (CTR)
                    Q3        Q3                 YTD       YTD
($ in millions)   2008    2007(1)   Change      2008    2007(1)   Change
-------------------------------------------------------------------------
Retail
 sales(2)     $1,860.3  $1,787.4       4.1% $5,253.6  $5,171.9       1.6%
Same store
 sales(3)
 (year-over-
 year % change)    2.0%    (2.7)%              (0.5)%      0.0%
Gross
 operating
 revenue      $1,399.3  $1,304.0       7.3% $4,032.7  $3,889.8       3.7%
Net shipments
 (year-over-
 year % change)    7.6%      1.4%                3.8%      3.1%
Earnings
 before income
 taxes and
 minority
 interest        $94.0     $94.9     (1.0)%   $222.6    $221.4       0.6%
-------------------------------------------------------------------------
Less adjustment
 for:
  Gain/loss on
   disposals of
   property and
   equipment(4)   (0.3)      6.6                 3.7      10.3
  Former CEO
   retirement
   obligations     0.2       0.2                 1.1      (6.5)
-------------------------------------------------------------------------
Adjusted
 earnings
 before income
 taxes and
 minority
 interest(5)     $94.1     $88.1       6.9%   $217.8    $217.6       0.1%
-------------------------------------------------------------------------
(1) 2007 figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3031-Inventories. Please refer to
    Note 2 in the 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 all stores that have been open
    for more than 53 weeks.
(4) Includes fair market value adjustments and impairments on property
    and equipment.
(5) Non-GAAP measure. Please refer to section 14.0 in Management's
    Discussion and Analysis.

CTR's retail sales increased 4.1% over the same quarter in 2007 reflecting an increase in sales across all three lines of business. CTR experienced a 20% increase in fall/winter seasonal categories driven by strong early sales in winter tires and snow throwers and an increase across kitchen and storage and organization. Overall same store sales were up 2.0% compared to the third quarter in 2007.

CTR's third quarter adjusted earnings before taxes were $94.1 million, up 6.9% compared to a year ago due to strong shipment growth.

CTR opened three new stores in the quarter, all of which were replacement stores. Two of the stores were CTR's new small store format with a fully integrated Mark's Work Wearhouse.

During the fourth quarter, CTR will open the first two Smart stores in Welland and Orleans, Ontario, which are expected to significantly enhance the customer shopping experience and showcase core CTR growth categories in a new and exciting way.

PartSource experienced another quarter of sales growth driven primarily by strong commercial sales. PartSource acquired six new corporate stores, two of which were converted to the PartSource brand at the end of the quarter. PartSource also converted one franchise store to a corporate store and opened one new hub store during the quarter, bringing the network total to 82 locations.

CANADIAN TIRE PETROLEUM (Petroleum)
                    Q3        Q3                 YTD       YTD
($ in millions)   2008      2007   Change       2008      2007   Change
-------------------------------------------------------------------------
Sales volume
 (millions of
 litres)         414.5     434.3     (4.6)%  1,257.9   1,287.0     (2.3)%
Retail sales    $550.2    $451.3      21.9% $1,541.1  $1,308.6      17.8%
Gross operating
 revenue        $519.3    $424.0      22.5% $1,456.9  $1,232.4      18.2%
Earnings before
 income taxes     $7.5      $7.9     (5.5)%    $20.5     $16.8      22.3%
-------------------------------------------------------------------------
Less adjustment
 for:
  Loss on
   disposals of
   property and
   equipment(1)   (0.1)     (0.7)               (0.3)     (2.0)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(2)         $7.6      $8.6    (12.2)%    $20.8     $18.8      11.0%
-------------------------------------------------------------------------
(1) Includes asset impairment losses.
(2) Non-GAAP measure. Please refer to section 14.0 in Management's
    Discussion and Analysis.

Higher fuel prices drove a 4.6% decrease in gasoline sales volumes.

Petroleum's gross operating revenue totaled $519.3 million during the quarter, a 22.5% increase over the $424.0 million in the comparable 2007 period, reflecting a significant increase in pump prices during the quarter and a 10.7% increase in convenience store sales.

Petroleum recorded pre-tax earnings of $7.5 million compared to $7.9 million a year ago, based on continued stable margins and good expense management. While adjusted earnings were down 12.2% from $8.6 million this time last year, compared to historical norms, this represents a strong quarterly performance.

Petroleum opened two new gas stations and rebranded two gas stations during the quarter. The business also refurbished seven gas stations and rebuilt one existing location during the period.

MARK'S WORK WEARHOUSE (Mark's)
                    Q3        Q3                 YTD       YTD
($ in millions)   2008    2007(1)   Change      2008    2007(1)   Change
-------------------------------------------------------------------------
Total retail
 sales          $194.5    $189.5       2.6%   $600.1    $589.1       1.9%
Same store
 sales(2)
 (year-over-
 year % change)  (1.0)%      0.6%              (2.0)%      7.2%
Gross operating
 revenue(3)     $168.7    $159.8       5.5%   $516.8    $499.1       3.5%
-------------------------------------------------------------------------
Earnings (loss)
 before income
 taxes           $(0.3)     $6.2   (104.1)%     $4.2     $31.0    (86.3)%
-------------------------------------------------------------------------
Less adjustment
 for:
  Loss on
   disposal of
   property and
   equipment      (0.3)     (0.2)               (0.4)     (0.8)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(4)         $0.0      $6.4    (99.2)%     $4.6     $31.8    (85.4)%
-------------------------------------------------------------------------
(1) 2007 figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3031-Inventories. Please refer to
    Note 2 in 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 in Management's
    Discussion and Analysis.

Mark's third quarter total retail sales grew to $194.5 million, a modest increase of 2.6% from the $189.5 million recorded a year ago. While sales overall were challenging during the quarter, Mark's mature industrial wear business led corporate store sales growth, with a 10.1% increase over last year driven principally by men's industrial footwear and accessories.

Adjusted pre-tax earnings were $6.4 million lower than the same 2007 period due to lower margins related to promotional activity to clear seasonal merchandise and continued investments in network expansion and longer term growth and productivity initiatives.

During the quarter, Mark's opened three new stores, bought back four franchise stores, expanded one store and relocated seven stores.

CANADIAN TIRE FINANCIAL SERVICES (Financial Services)
                    Q3        Q3                 YTD       YTD
($ in millions)   2008      2007    Change      2008      2007    Change
-------------------------------------------------------------------------
Total managed
 portfolio
 end of
 period                                     $4,002.3  $3,717.4       7.7%
Gross
 operating
 revenue        $197.8    $187.2       5.6%   $608.0    $555.6       9.4%
Earnings
 before
 income taxes    $47.0     $43.7       7.4%   $144.4    $157.7     (8.5)%
-------------------------------------------------------------------------
Less adjustment
 for:
  Gain on
   disposal/
   redemption
   of shares         -         -                   -      18.4
  Net effect
   of
   securitization
   activities(1)  (9.1)     (6.3)                7.7      (3.8)
  Loss on
   disposals of
   property and
   equipment      (0.6)     (0.1)               (0.6)     (0.3)
-------------------------------------------------------------------------
Adjusted
 earnings
 before income
 taxes(2)        $56.7     $50.1      13.0%   $137.3    $143.4     (4.3)%
-------------------------------------------------------------------------
(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 our 2007 Financial Report.

Financial Services' total managed portfolio of loans receivable was $4.0 billion at the end of the third quarter, a 7.7% increase over the $3.7 billion portfolio at the end of the comparable 2007 period.

Financial Services' gross operating revenue was $197.8 million in the quarter, a 5.6% increase over the $187.2 recorded in the prior year.

Adjusted pre-tax earnings for the quarter were $56.7 million or 13.0% higher than the third quarter of 2007. The increase in earnings in the third quarter was due to higher receivable balances in the quarter and tight controls on operating expenses.

The net write-off rate for the total managed portfolio on a rolling 12-month basis was 6.04%, compared to 5.87% in the comparable 2007 period. Overall aging of past due accounts is comparable to the same period in 2007 and 2006.

For Financial Services, a number of new actions have been taken to mitigate future credit risk exposure which may arise due to current economic conditions including: reducing credit limits for cardholders; enhancing predictive scorecards to identify high risk customer behaviour; and further enhancing collection strategies.

Financial Services continued its investment in the retail banking pilot and at quarter-end had more than $128 million in high rate savings, approximately $90 million in broker deposits, (net of liquidity reserves) which on average, have a maturity of three years and $102 million in mortgages.

2008 EARNINGS AND CAPITAL FORECAST

The Company confirms its expectation that earnings per share for 2008 will be in the range of $4.75 to $5.05, excluding non-operating items.

The fourth quarter of the year is the most significant for CTR and Mark's due to the concentration of sales and shipment activity for the Christmas season. While it is reasonable to expect that the current economic environment could affect consumer behaviour, the quarter has started strongly for CTR, with strong sales and same store sales performance in October resulting from continued improvements in pricing and promotional activity.

As a result of the Corporation's long-standing currency hedging programs, CTR's product purchasing in US funds will be largely sheltered from the recent significant weakening of the Canadian dollar for the balance of 2008 and well into 2009.

Ongoing effective management of credit risk points to strong fourth quarter earnings for Financial Services based on the anticipated level of provisions necessary for doubtful accounts. Expected growth from the card relaunch earlier this year and very effective expense management will also contribute to earnings growth.

Should economic conditions continue to deteriorate, rolling write off rates may be outside the normal range of 5.0% to 6.0%. However, because of ongoing productivity initiatives it is anticipated that returns on receivables will remain at the upper end of the targeted range of 4.5% to 5.0% for 2008.

Total capital commitments for 2008 have been reduced to approximately $543 million on a gross basis. As previously announced, two sale/leaseback transactions, including a total of 13 CTR properties in locations across the country, were completed for proceeds of $214 million in the third quarter.

FUNDING UPDATE

While overall credit market conditions in Canada remain challenging, the Corporation has substantial sources of liquidity to support its retail and financial services growth plans, including committed bank lines totaling approximately $1.22 billion from major Canadian and other banks. These credit facilities are committed until close to the end of fiscal 2009 and are currently renewed on a quarterly basis.

In addition to the above bank lines, the following additional sources of funding contribute to a strong liquidity position:

-   Continued growth in high rate savings and broker deposits as part of
    Financial Services banking activities;
-   An authorized medium term note program of up to $750 million of which
    $300 million has been utilized; and
-   An authorized commercial paper program of $800 million, which is
    backed dollar for dollar by the above noted bank lines, in support of
    both Glacier Credit Card Trust ("Glacier") and the Corporation of
    which $367 million was outstanding at the end of the quarter

The broker deposit channel makes Canadian Tire Bank non-cashable GIC's, with 1 to 5 year terms, available to customers of established deposit brokers.

Broker deposits, which have grown, as of November 4th to $382 million (net of liquidity reserves), have reduced the Corporation's dependency on the securitization market for longer term funding.

In addition to all of these sources of funding the Corporation continues to look at creating additional financial flexibility through:

-   The addition of further committed bank lines for which it is in
    active discussion with its current bankers and other lenders.
-   Select real estate transactions at cost effective rates.

For Glacier, the 2003 five year term notes totaling $570 million mature in November 2008 and will be repaid in late November from funds already on deposit. In terms of refinancing, the asset-backed term securitization market in Canada is currently inactive due to market conditions, Glacier does, however anticipate being able to access this market when conditions improve, based on the quality of the assets held by the Trust and the past performance of the program.

As a result of current market conditions, the cost of funding for all Canadian corporations has increased. However, as at the end of the quarter, approximately 93% of the Corporation's and Glacier's funding rates were fixed, thus sheltering it to a substantial degree from the impact of this cost increase. Because of this significant fixed component of funding needs, management estimates that the total impact on an annualized basis of expected current or future funding cost increases, due to higher rates and fees, is not material to the Corporation's consolidated earnings.

FORWARD-LOOKING STATEMENTS

This disclosure contains statements that are forward-looking. Actual results or events may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with Canadian Tire's business and the general economic environment. Risks and uncertainties are disclosed in other public filings by the Company, such as Management's Discussion and Analysis ("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, November 6th, 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 1,180 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 82 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 269 gas bars, 262 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 five million Canadian Tire MasterCard credit cards and also markets related financial products and services for retail and petroleum customers. Canadians can also access Financial Services online at www.ctfs.com. More than 57,000 Canadians work across Canadian Tire's organization from coast-to-coast in the enterprise's retail, financial services, and petroleum businesses.

Management's discussion and analysis (MD&A)

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

Introduction

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

We, us, our, Company and Canadian Tire

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

Review and approval by the Board of Directors

The Board of Directors, on the recommendation of its Audit Committee, approved the contents of this MD&A on November 6, 2008.

Quarterly and annual comparisons in this MD&A

Unless otherwise indicated, all comparisons of results for the third quarter (13 weeks ended September 27, 2008) are against results for the third quarter of 2007 (13 weeks ended September 29, 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 September 27, 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.

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, store operators, franchisees and Petroleum agents operate more than 1,180 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 82 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 34 franchise stores and 48 corporate stores.

Mark's is one of Canada's leading clothing and footwear retailers, operating 364 stores nationwide, including 321 corporate and 43 franchise stores that offer men's wear, women's wear and industrial wear. Mark's operates under the banner "Mark's", and in Quebec, "L'Equipeur(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 269 gas bars, 262 convenience stores and kiosks, 74 car washes, 13 Pit Stops and 85 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 as well as guaranteed investment certificates (GICs) offered through third-party brokers and an emergency roadside assistance service called Canadian Tire Roadside Assistance(R). Canadian Tire Bank(R) (CTB), 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. CTB also offers high interest savings accounts, GICs 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
                                              September 27, September 29,
Number of stores and retail square footage            2008          2007
-------------------------------------------------------------------------
Consolidated store count
  CTR retail stores(1)                                 473           468
  PartSource stores                                     82            68
  Mark's retail stores(1)                              364           348
  Petroleum gas bar locations                          269           265
-------------------------------------------------------------------------
Total stores                                         1,188         1,149
Consolidated retail square footage (in millions)
  CTR retail square footage                           18.4          17.1
  PartSource retail square footage                     0.3           0.2
  Mark's retail square footage                         3.1           2.9
-------------------------------------------------------------------------
Total retail square footage(2)                        21.8          20.2
-------------------------------------------------------------------------
(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 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           Q3       Q3                 YTD       YTD
 amounts)          2008   2007(1)   Change      2008    2007(1)   Change
-------------------------------------------------------------------------
Retail
 sales(2)     $2,605.0  $2,428.2       7.3% $7,394.8  $7,069.6       4.6%
Gross
 operating
 revenue       2,257.5   2,049.2      10.2%  6,533.5   6,101.0       7.1%
EBITDA(3)        223.9     218.0       2.7%    615.4     614.9       0.1%
Earnings
 before
 income taxes    148.2     152.7     (2.9)%    391.7     426.9     (8.2)%
Effective
 tax rate         26.7%     33.1%               30.3%     34.3%
Net earnings  $  108.6  $  102.2       6.3% $  273.0  $  280.4     (2.6)%
Basic
 earnings
 per share    $   1.33  $   1.25       6.3% $   3.35  $   3.44     (2.7)%
Adjusted
 basic
 earnings per
 share(3)     $   1.42  $   1.26      12.7% $   3.26  $   3.32     (1.9)%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(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)                     Q3 2008   Q3 2007
-------------------------------------------------------------------------
CTR retail sales(1)                                        4.1%    (0.7)%
CTR gross operating revenue                                7.3%      1.3%
CTR net shipments                                          7.6%      1.4%
Mark's retail sales                                        2.6%      3.9%
Petroleum retail sales                                    21.9%      0.0%
Petroleum gasoline volume (litres)                       (4.6)%    (1.5)%
Financial Services' credit card sales                     14.0%     10.9%
Financial Services' gross average receivables              6.5%      7.2%
-------------------------------------------------------------------------
(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 third quarter of 2008, all of our businesses contributed to the 10.2 percent increase in consolidated gross operating revenue, including higher CTR shipment volume to Dealers, increased sales at Petroleum and Mark's and receivables growth at Financial Services. Financial Services growth was driven by both increased transaction volume and higher loan account balances. Increased Petroleum revenues were a function of sustained higher retail gasoline prices as well as strong convenience store sales. Revenue growth at Mark's was attributable to the ongoing expansion of the store network.

Net earnings

Third quarter consolidated net earnings increased by 6.3 percent, despite challenging economic conditions, reflecting strong adjusted earnings performance at both CTR and Financial Services, as well as benefits attributable to a lower effective tax rate. These were partially offset by decreased earnings at Mark's which experienced a lower gross margin rate and higher costs associated with the ongoing network expansion and increased infrastructure.

Earnings before income taxes were negatively impacted by 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)
                    Q3        Q3                 YTD       YTD
($ in millions)   2008    2007(2)   Change      2008    2007(2)   Change
-------------------------------------------------------------------------
Earnings
 before
 income taxes $  148.2  $  152.7     (2.9)% $  391.7  $  426.9     (8.2)%
Less pre-tax
 adjustment
 for:
  Gain on
   disposal of
   shares            -         -                   -      18.4
  Former CEO
   retirement
   obligation(3)   0.2       0.2                 1.1      (6.5)
  Net effect of
   securitization
   activities(4)  (9.1)     (6.3)                7.7      (3.8)
  Gain (loss) on
   disposals of
   property and
   equipment      (1.3)      5.6                 2.4       7.2
-------------------------------------------------------------------------
Adjusted
 earnings
 before
 income
 taxes(1)     $  158.4  $  153.2       3.4% $  380.5  $  411.6     (7.5)%
-------------------------------------------------------------------------
(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           Q3       Q3                 YTD      2007
 amounts)          2008   2007(2)   Change      2008     YTD(2)   Change
-------------------------------------------------------------------------
Net earnings  $  108.6  $  102.2       6.3% $  273.0  $  280.4     (2.6)%
Less after-tax
 adjustment
 for:
  Gain on
   disposal of
   shares            -         -                   -      12.0
  Former CEO
   retirement
   obligation      0.2       0.2                 0.8      (4.2)
  Net effect
   of
   securitization
   activities(3)  (6.2)     (4.1)                5.2      (2.5)
  Gain (loss)
   on disposals
   of property
   and equipment  (0.9)      3.6                 1.6       4.7
-------------------------------------------------------------------------
Adjusted net
 earnings
 after
 tax(1)       $  115.5  $  102.5      12.7% $  265.4  $  270.4     (1.8)%
-------------------------------------------------------------------------
Basic earnings
 per share    $   1.33  $   1.25       6.3% $   3.35  $   3.44     (2.7)%
Adjusted
 basic
 earnings per
 share(1)     $   1.42  $   1.26      12.7% $   3.26  $   3.32     (1.9)%
-------------------------------------------------------------------------
(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.

Included in the adjusted earnings table above, the tax provision was impacted favourably by the net effect of adjustments to taxes on the sale and leaseback of various properties and revisions to the estimate of tax provisions. See section 9.0 for further details.

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)                    Q3 2008   Q2 2008   Q1 2008   Q4 2007
-------------------------------------------------------------------------
Gross operating revenue           $2,257.5  $2,450.7  $1,825.3  $2,503.1
Net earnings                         108.6      97.7      66.7     131.3
Basic earnings per share              1.33      1.20      0.82      1.61
Diluted earnings per share            1.33      1.20      0.82      1.61
-------------------------------------------------------------------------

($ in millions except per
 share amounts)                    Q3 2007   Q2 2007   Q1 2007   Q4 2006
-------------------------------------------------------------------------
Gross operating revenue           $2,049.2  $2,314.1  $1,737.7  $2,426.1
Net earnings                         102.2     122.5      55.7     108.3
Basic earnings per share              1.25      1.50      0.68      1.33
Diluted earnings per share            1.25      1.50      0.68      1.32
-------------------------------------------------------------------------
(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.

3.2 Business unit Q3 2008 performance overview
-------------------------------------------------------------------------
Canadian Tire Retail                Mark's Work Wearhouse
-------------------------------------------------------------------------
Q3 2008 Performance highlights      Q3 2008 Performance highlights
-   continued development of        -   opened three new corporate stores
    store network, now with a           (two of which are co-located with
    total of 473 stores including       a CTR store), relocated seven
    223 20/20 stores and two            stores, bought back four
    small market stores that            franchise stores which were
    opened in the pilot phase;          converted to corporate stores,
-   continued development of new        and closed three stores;
    store formats; and              -   increased total retail space
-   replaced two traditional            by approximately eight percent
    stores with two new small           year-over-year; store network
    market stores and replaced          totals 364 locations; and
    one new-format store with a     -   continued focus on Clothes That
    CTR-Mark's 20/20 store, the         Work campaign, with the
    Mark's component of which           introduction of three new Clothes
    will open in October 2008.          That Work items during the
                                        quarter.
PartSource Q3 2008 performance
highlights
-   acquired six corporate stores
    (two of which were converted
    to the PartSource banner);
-   opened one new hub store, and
    converted one franchise store
    to a corporate store; and
-   approximately 12 percent
    year-over-year increase in
    retail square footage.
-------------------------------------------------------------------------
Canadian Tire Financial Services    Petroleum
-------------------------------------------------------------------------
Q3 2008 Performance highlights      Q3 2008 Performance highlights
-   continued testing of the        -   growth of network to 269 gas bars
    retail banking initiative;          and 262 convenience stores;
-   completion of the Options       -   refurbished seven gas bars and
    MasterCard relaunch; and            replaced one gas bar as part of
-   continued increases in gross        the initiative to improve the
    average receivables for the         overall customer experience at
    total managed portfolio.            Petroleum's sites; and
                                    -   grew convenience store business
                                        by 10.7 percent over the prior
                                        year, despite record high
                                        gasoline prices.
-------------------------------------------------------------------------

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 stores 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 Q3 2008 Strategic Plan performance

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

-------------------------------------------------------------------------
Initiatives to build a "BIGGER" Canadian Tire
-------------------------------------------------------------------------
New store program
20/20 has been the cornerstone of CTR's growth agenda since 2003. This
program is now largely complete and CTR is developing new store concepts
which are designed to build on the successes of the 20/20 store with a
greater focus on improving sales and productivity. Plans for 2008 include
opening two of the new "smart" stores that will have the same focus of
improving sales and productivity, as well as providing a more exciting
customer experience, and four small market stores with the further goal
of expanding our presence in smaller markets.
-------------------------------------------------------------------------
2008 Key initiatives                2008 Performance
-------------------------------------------------------------------------
                                    Third quarter
With the substantial completion
of the 20/20 program in 2008,       During the third quarter CTR replaced
CTR's strategy is to test the       two existing traditional stores with
next versions of the CTR store.     two new small market stores and
This includes completion of the     replaced one existing new-format
new small market stores and new     store with a CTR-Mark's 20/20
"smart" stores which will be an     combination store, the Mark's
important aspect of the 2012 Plan.  component of which will open in
                                    October 2008. All of the stores
                                    opened in the quarter incorporate a
                                    full-size Mark's store inside.
                                    The store network now totals 473
                                    stores, 39 of which include a Mark's
                                    component, with a 40th scheduled to
                                    open in October 2008.
-------------------------------------------------------------------------
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      Third quarter
consistent and coherent customer
service measures, tracking and      The Customer Satisfaction Index (CSI)
performance.                        was successfully developed, piloted
                                    and rolled out in 2007. The
                                    collecting of data for 2008
                                    continued, as planned, completing
                                    approximately two-thirds 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      Third quarter
include building CTR as a new
commercial account for emergency    During the quarter, PartSource
shipments, updating the             continued making significant progress
organizational structure, testing   on building the CTR commercial
new operating systems and           account and is now used by 170
launching a new auto parts          Canadian Tire stores for emergency
catalogue.                          auto parts. Progress on this
                                    initiative will continue building
                                    throughout the year.
                                    PartSource acquired six new corporate
                                    stores (of which two had been
                                    rebranded to the PartSource banner by
                                    the end of the quarter), opened one
                                    new hub store, relocated and/or
                                    retrofitted two existing stores into
                                    hub stores and converted one
                                    franchise store to a corporate store
                                    during the quarter. This brings the
                                    network total to 82 stores, including
                                    seven 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. In
addition, the Company is investing in physical distribution
infrastructure and re-engineering customer facing processes and enabling
technologies.
-------------------------------------------------------------------------
2008 Key initiatives               2008 Performance
-------------------------------------------------------------------------
The Automotive Infrastructure       Third quarter
initiative is an important factor
in CTR's future growth and          Progress on the Automotive
involves a significant investment   Infrastructure initiative included:
in fixed assets, working capital
and the redesign of core processes  Emergency supply implementation:
and enabling technologies.          -   opened PartSource hub stores in
                                        Pickering, Ontario; Sudbury,
                                        Ontario and Edmonton, Alberta,
                                        bringing the total number of hub
                                        stores to seven.
                                    Corporate assortment expansion:
                                    -   proceeded with the physical
                                        retrofit of the Vaughan auto
                                        parts distribution centre to
                                        accommodate a significantly
                                        larger auto parts assortment;
                                    -   increased auto parts SKU count by
                                        10 percent;
                                    -   completed testing of a new, state
                                        of the art warehouse management
                                        system in the Vaughan auto parts
                                        distribution centre.
                                    Enabling technologies:
                                    -   signed agreement with core
                                        software provider to secure
                                        licenses and professional
                                        services;
                                    -   completed level two process
                                        designs and constructed a
                                        software test environment for
                                        in-depth training.
-------------------------------------------------------------------------

-------------------------------------------------------------------------
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                  Third quarter
productivity/control initiatives
in the areas of pricing and         Progress made on the CTR change
product hierarchy to streamline     program in the third quarter
and strengthen operations and       included:
improve organizational structures   -   continued implementation of new
and efficiencies.                       pricing system across the
                                        merchandising division;
                                    -   continued implementation of
                                        Master Data Management
                                        infrastructure for CTR's core
                                        data;
                                    -   began design of new promotional
                                        planning system;
                                    -   continued work on vendor
                                        management capability; and
                                    -   began initiative to review
                                        organizational design in
                                        merchandising and marketing
                                        areas.
-------------------------------------------------------------------------
3.3.1.2 Key performance indicators
The following are key measures of CTR's sales productivity:
-   total same store sales growth;
-   average retail sales per store; and
-   average sales per square foot of retail space
CTR total retail and same store sales
(year-over-year percentage change) Q3 2008   Q3 2007  2008 YTD  2007 YTD
-------------------------------------------------------------------------
Total retail sales(1)                 4.1%    (0.7)%      1.6%      2.0%
Same store sales(2)                   2.0%    (2.7)%    (0.5)%      0.0%
-------------------------------------------------------------------------
(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) Q3 2008   Q3 2007  2008 YTD  2007 YTD
-------------------------------------------------------------------------
Same store sales(1)
  20/20 stores                        2.9%      0.0%      0.4%      3.1%
  New-format stores                   0.6%    (4.8)%    (1.7)%    (2.1)%
  Traditional stores                  2.4%    (5.0)%    (0.9)%    (2.3)%
-------------------------------------------------------------------------
(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 third quarter MD&A, we
continue to report three separate classes of stores, defined as follows:
-------------------------------------------------------------------------
      20/20 stores          New-format stores        Traditional stores
   (mid 2003 to 2008)      (1994 to mid 2003)         (1994 and prior)
 Average retail square    Average retail square    Average retail square
    footage: 53,000          footage: 31,000          footage: 16,000
-------------------------------------------------------------------------
Larger format launched   Large format, including  Smaller than either the
in September 2003,       "Class Of" and "Next     new-format or 20/20
ranging in size from     Generation" stores,      stores on average.
approximately 18,000 to  ranging in size from     Traditional stores are
89,000 square feet       16,000 to 66,000 square  characterized by varied
(excluding the Mark's    feet, most of which were sizes and layouts.
component of Mark's-     opened between 1994 and  Traditional stores make
inside-a-CTR store).     mid 2003. New-format     up approximately seven
20/20 stores make up     stores make up           percent of the retail
approximately 65 percent approximately 28 percent square footage in the
of the retail square     of the retail square     network.
footage of the network.  footage in the network.
See section 3.3.1.1,     This format immediately
Q3 2008 Strategic Plan   preceded the 20/20 format.
performance for more
information on the
20/20 rollout.
-------------------------------------------------------------------------
20/20 stores represented approximately 65 percent of CTR's retail square
footage and 58 percent of total retail sales in the third quarter of 2008.
CTR store count
                         Q3 2008      2007      2006      2005      2004
-------------------------------------------------------------------------
20/20 stores(1)              225       192       126        53        25
New-format stores(2)         167       189       237       292       302
Traditional stores            81        92       105       117       130
-------------------------------------------------------------------------
Total new-format,
 traditional and 20/20
 stores                      473       473       468       462       457
PartSource stores             82        71        63        57        47
-------------------------------------------------------------------------
(1) The 20/20 store total in 2008 includes seven 20/20 Mark's-inside-a-
    CTR stores (the Mark's component of one will open in October 2008),
    two small market stores which have been opened in pilot phase and 28
    CTR-Mark's combination 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 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     For the
                                                   12 months   12 months
                                                       ended       ended
                                                   September   September
($ in millions)                                     27, 2008    29, 2007
-------------------------------------------------------------------------
20/20 stores                                          $ 19.2      $ 19.6
New-format stores                                       13.5        13.7
Traditional stores                                       7.9         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.
The 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     For the
                                                   12 months   12 months
                                                       ended,      ended,
                                                   September   September
                                                    27, 2008    29, 2007
-------------------------------------------------------------------------
Retail square footage(1),(3) (millions of
 square feet)                                           18.4        17.1
20/20 stores(2),(3)                                   $  365      $  374
New-format stores(2),(3)                                 437         444
Traditional stores(2),(3)                                492         503
-------------------------------------------------------------------------
(1) Retail square footage is based on the total retail square footage
    including stores that have not been open for a minimum of two years
    as at the end of the quarter.
(2) Retail sales are shown on a 52-week basis in each year for those
    stores that have been open for a minimum of two years as at the end
    of the 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 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 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

Third quarter

CTR's third quarter same store sales increased by 2.0 percent and retail sales increased 4.1 percent over the same quarter of 2007. The positive sales performance reflected increases in our home, leisure and automotive businesses and increases in both our regular and promotional sales when compared to the third quarter of 2007. Retail sales were also positively affected by improvements in non-seasonal categories and by strong early season results in fall/winter categories, driven by winter tires and snowthrowers and an increase across kitchen, storage and organization.

While our retail stores continue to be influenced by the challenging economic conditions that are currently affecting Canada, CTR experienced increased retail sales in all provincial markets during the third quarter with stronger sales experienced in Quebec and Eastern Canada and weaker sales results in Alberta and in BC than in past quarters. In particular, retail sales were up 8.2 percent for the quarter in Quebec and are up 2.8 percent on a year-to-date basis.

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)    Q3 2008 Q3 2007(1) Change  2008 YTD 2007 YTD(1) Change
-------------------------------------------------------------------------
Retail sales      $1,860.3  $1,787.4    4.1%  $5,253.6  $5,171.9    1.6%
Net shipments
 (year-over-year
 % change)            7.6%      1.4%              3.8%      3.1%
Gross operating
 revenue          $1,399.3  $1,304.0    7.3%  $4,032.7  $3,889.8    3.7%
EBITDA(2)            152.8     148.5    2.8%     398.0     376.7    5.6%
-------------------------------------------------------------------------
Earnings before
 income taxes         94.0      94.9  (1.0)%     222.6     221.4    0.6%
Less adjustment
 for:
  Gain (loss) on
   disposals of
   property and
   equipment          (0.3)      6.6               3.7      10.3
  Former CEO
   retirement
   obligation          0.2       0.2               1.1      (6.5)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(2)         $   94.1  $   88.1    6.9%  $  217.8  $  217.6    0.1%
-------------------------------------------------------------------------
(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

Third quarter

Third quarter gross operating revenue increased 7.3 percent compared to the third quarter of 2007, primarily as a result of higher net shipments to Dealers, particularly in the automotive and home categories.

Adjusted pre-tax earnings in CTR increased 6.9 percent in the third quarter principally due to an increase in product shipments. This was partially offset by a slight decline in the margin rate primarily due to aggressive promotional activity and product mix. Third quarter earnings also included $2.7 million of incremental expenses to support 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.

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 Q3 2008 Strategic Plan performance

The following outlines Mark's performance for the third 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                Q3 2008 Performance
-------------------------------------------------------------------------
Mark's will continue network        Third quarter
development through opening new
stores, relocating or expanding     -   opened three new corporate
existing stores and renovating          stores, two of which are
older stores to the newest Mark's       co-located inside a CTR
format.                                 store;
                                    -   expanded one corporate store;
                                    -   relocated six corporate
                                        stores and one franchise
                                        store;
                                    -   bought back and converted
                                        four franchise stores to
                                        corporate stores; and
                                    -   closed three corporate stores.
                                    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                Q3 2008 Performance
-------------------------------------------------------------------------
Mark's will continue to expand the  Third quarter
store network by developing new
and innovative ways to bring        Mark's opened two new
Clothes That Work to consumers      Mark's-inside-a-CTR stores as
across the country, resulting in    part of CTR's small market store
an increased physical presence      network expansion (included in
across the geographic regions of    total above).
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 three
quarters 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                Q3 2008 Performance
-------------------------------------------------------------------------
In 2008, Mark's will continue to    Third quarter - corporate sales
expand its product assortment in    -   sales of industrial wear
the three main categories of            increased by 10.1 percent;
apparel and footwear with a focus   -   sales of women's wear
on the Clothes That Work campaign.      increased by 5.2 percent; and
                                    -   sales of men's wear decreased
                                        by 0.2 percent.
                                    Mark's continued to focus on the
                                    Clothes That Work campaign with
                                    the introduction of three new
                                    Clothes That Work items during the
                                    quarter.
-------------------------------------------------------------------------
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)              Q3 2008    Q3 2007   2008 YTD   2007 YTD
-------------------------------------------------------------------------
Total retail sales                 2.6%       3.9%       1.9%       9.9%
Same store sales(1)              (1.0)%       0.6%     (2.0)%       7.2%
-------------------------------------------------------------------------
(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.
-------------------------------------------------------------------------

Third quarter

Mark's retail sales during the third quarter of 2008 continued to be impacted by further softening of retail and economic conditions across many parts of Canada. Despite these factors, retail sales increased 2.6 percent due to expansion in the store network. Same store sales growth decreased slightly compared to the third quarter of 2007. Men's industrial footwear demonstrated the largest dollar sales increase in corporate store sales in the third quarter, along with positive sales performance in men's accessories, women's sweaters, men's workwear and men's casual footwear categories.

Average corporate store sales(1)
                                       For the      For the      For the
                                     12 months    12 months    12 months
                                         ended,       ended,       ended,
                                     September    September    September
                                      27, 2008     29, 2007     30, 2006
-------------------------------------------------------------------------
Average retail sales per store
 ($ thousands)(2)                    $   2,712    $   2,862    $   2,623
Average sales per square foot ($)(3)       318          341          331
-------------------------------------------------------------------------
(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 2008, there was a decrease in the current rolling 12 months average sales per store and average sales per square foot. This followed strong nine percent and three percent year-over- year increases in those respective measures for the two previous periods due to the factors noted above in the retail sales discussion.

3.3.2.3 Mark's financial results
($ in millions)    Q3 2008  Q3 2007(1) Change 2008 YTD 2007 YTD(1) Change
-------------------------------------------------------------------------
Retail sales(2)   $  194.5  $  189.5     2.6% $  600.1  $  589.1    1.9%
Gross operating
 revenue(3)          168.7     159.8     5.5%    516.8     499.1    3.5%
EBITDA(4)              6.7      11.7  (41.6)%     24.4      46.4 (47.4)%
-------------------------------------------------------------------------
Earnings (loss)
 before income
 taxes                (0.3)      6.2 (104.1)%      4.2      31.0 (86.3)%
Less adjustment for:
  Loss on
   disposals of
   property and
   equipment          (0.3)     (0.2)             (0.4)     (0.8)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(4)         $    0.0  $    6.4  (99.2)% $    4.6  $   31.8 (85.4)%
-------------------------------------------------------------------------
(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

Third quarter

Mark's pre-tax earnings decreased in the third quarter of 2008 primarily as a result of the decrease in gross margin rate attributable to higher markdowns, mainly related to inventory clearance, and a higher inventory shrinkage accrual provision made in the third quarter of 2008 compared to the same period of the previous year. Operating expenses, including depreciation but excluding interest, increased by 9.6 percent over the third quarter of 2007, largely attributable to higher personnel, occupancy and depreciation expenses to support the growth in the store network and backline infrastructure, that has occurred over the last several years.

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.



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