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Canadian Tire releases second quarter earnings - adjusted net earnings up 8.8%; quarterly dividend maintained at 21 cents
Thursday, August 13, 2009 11:41 AM


TORONTO, Aug. 13 /CNW/ - Canadian Tire Corporation, Limited (CTC, CTC.a) released its second quarter results today. Despite softer retail sales due to challenging market conditions and unseasonable weather, the Company reported an 8.8% increase in adjusted net earnings compared to the same period last year. The growth in earnings year-over-year reflects healthy margins across the retail businesses and lower operating expenses.

"Our focus on maintaining our gross margins and managing our operating expenses has allowed us to deliver modest growth in earnings this quarter compared to 2008 despite a challenging retail environment," said Stephen Wetmore, President and CEO, Canadian Tire. "However, a significant amount of our annual earnings are achieved in the third and fourth quarters and our performance for the balance of the year will be very much influenced by the economy and, of course, seasonal weather patterns."

                               ------------------------------------------
Consolidated                          2009           2008(2)
Highlights(1):                    2nd Quarter     2nd Quarter    Change
-------------------------------------------------------------------------
CTC retail sales                  $2.79 billion   $2.95 billion   (5.4)%
Gross operating revenue           $2.32 billion   $2.45 billion   (5.1)%
Adjusted earnings before income
 taxes (excludes non-operating
 gains and losses)(3)            $151.5 million  $140.4 million     8.0%
Net earnings                     $103.7 million   $97.7 million     6.1%
Adjusted net earnings (excludes
 non-operating gains and
 losses)(3)                      $103.0 million   $94.7 million     8.8%
Basic earnings per share         $1.27            $1.20             5.9%
Adjusted basic earnings per
 share (excludes non-operating
 gains and losses)(3)            $1.26            $1.16             8.6%
(1) All dollar figures in this table are rounded.
(2) The 2008 earnings figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3064 - Goodwill and Intangible
    Assets and the amendments to CICA HB 1000 - Financial Statement
    Concepts. Please refer to Note 2 in the Consolidated Financial
    Statements.
(3) Non-GAAP measure. Please refer to section 15.0 of Management's
    Discussion and Analysis.
Business Overview
CANADIAN TIRE RETAIL
($ in millions)    Q2 2009 Q2 2008(1) Change  YTD 2009 YTD 2008(1) Change
-------------------------------------------------------------------------
Retail sales(2)   $2,153.2  $2,174.5  (1.0)%  $3,421.1  $3,393.3    0.8%
Same store
 sales(3) (year-
 over-year %
 change)            (2.7)%    (0.5)%            (0.8)%    (1.8)%
Gross operating
 revenue          $1,550.0  $1,562.1  (0.8)%  $2,649.3  $2,633.4    0.6%
Net shipments
 (year-over-year
 % change)          (1.4)%      3.2%            (0.1)%      1.8%
Earnings before
 income taxes        $95.2     $85.1   12.0%    $128.0    $128.7  (0.5)%
-------------------------------------------------------------------------
Less adjustment
 for:
  Non-operating
   gains and
   losses(4)          (0.3)      0.1              (0.7)      4.0
  Former CEO
   retirement
   obligations           -       0.5               0.5       0.9
-------------------------------------------------------------------------
Adjusted earnings
 before income taxes
 and minority
 interest(5)         $95.5     $84.5   13.0%    $128.2    $123.8    3.6%
-------------------------------------------------------------------------
(1) 2008 figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3064 Goodwill and Intangible
    Assets and the amendments to CICA HB 1000 - Financial Statement
    Concepts. Please refer to Note 2 in the Consolidated Financial
    Statements.
(2) Includes sales from Canadian Tire stores, PartSource stores and the
    labour portion of CTR's auto service sales.
(3) Same store sales include sales from all stores that have been open
    for more than 53 weeks.
(4) Includes fair market value adjustments and impairments on property
    and equipment.
(5) Non-GAAP measure. Please refer to section 15.0 in Management's
    Discussion and Analysis.

Canadian Tire Retail's sales decreased 1.0% from the same quarter in 2008 with unseasonably cool wet weather impacting some seasonal categories such as outdoor living and climate control and challenging economic conditions impacting other categories including tools and electronics. Despite overall softer sales, Canadian Tire Retail did see an increase in sales in home repair and maintenance and paint reflecting a focus by customers on repair projects.

The second quarter was also impacted by the timing of the Easter and Canada Day holidays which reduced sales and same store sales by approximately 0.6%.

Canadian Tire Retail's second quarter adjusted earnings before taxes were $95.5 million, up 13.0% compared to a year ago due to strong margins and well-managed operating expenses, offset slightly by increased expenses from the new Eastern Canada Distribution Centre and continued investments in productivity initiatives.

Canadian Tire Retail opened five Smart stores in the quarter, two of which contain a full-size Mark's Work Wearhouse offering, and closed one traditional store, bringing the total number of stores in the network to 475.

Customer reaction to both the Smart store and Small Market store continues to be very positive. Both concepts are generally performing above expectations with higher than projected traffic count and basket size.

PartSource experienced double-digit year-over-year sales increases driven by both the continued expansion of the network and improved product assortment. PartSource opened one new store in the quarter bringing the network total to 88 locations.

CANADIAN TIRE PETROLEUM (Petroleum)
($ in millions)    Q2 2009   Q2 2008  Change  2009 YTD  2008 YTD  Change
-------------------------------------------------------------------------
Sales volume
 (millions of
 litres)             435.1     429.6    1.3%     843.9     843.4    0.1%
Retail sales        $425.7    $541.9 (21.4)%    $779.1    $990.9 (21.4)%
Gross operating
 revenue            $390.8    $514.8 (24.1)%    $712.7    $937.6 (24.0)%
Earnings before
 income taxes         $7.8      $8.0  (2.7)%     $13.8     $13.0    6.2%
-------------------------------------------------------------------------
Less adjustment
 for:
  Non-operating
   losses(1)          (0.3)        -              (0.3)     (0.2)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(2)             $8.1      $8.0    1.0%     $14.1     $13.2    6.7%
-------------------------------------------------------------------------
(1) Includes asset impairment losses.
(2) Non-GAAP measure. Please refer to section 15.0 in Management's
    Discussion and Analysis.

While there was a slight increase in gasoline sales volume over the comparable period in 2008 due to lower prices at the pumps, Petroleum experienced declines of more than 20% in gross operating revenues and retail sales due to significantly lower retail gasoline prices.

Convenience store sales, however, were very strong this quarter due to an increase in convenience store traffic.

Despite significantly lower revenues, margins in the quarter were consistent year-over-year and Petroleum delivered another strong quarter based on continued effective execution of promotional programs and good expense management.

Petroleum replaced one gas station and closed one location during the quarter bringing the total number of gas bars in the network to 273.

MARK'S WORK WEARHOUSE (Mark's)
($ in millions)    Q2 2009 Q2 2008(1) Change  2009 YTD 2008 YTD(1) Change
-------------------------------------------------------------------------
Total retail
 sales(2)           $210.2    $233.1  (9.8)%    $378.7    $405.6  (6.6)%
Same store
 sales(3) (year-
 over-year %
 change)           (11.3)%      0.9%            (8.2)%    (2.8)%
Gross operating
 revenue(4)         $182.2    $200.6  (9.2)%    $329.3    $348.1  (5.4)%
-------------------------------------------------------------------------
Earnings before
 income taxes         $7.1      $7.3  (2.7)%      $2.2      $3.9 (43.4)%
-------------------------------------------------------------------------
Less adjustment
 for:
  Non-operating
   losses             (0.1)     (0.1)             (0.3)     (0.1)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(5)             $7.2     $ 7.4  (1.3)%      $2.5      $4.0 (36.2)%
-------------------------------------------------------------------------
(1) 2008 figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3064 Goodwill and Intangible
    Assets and the amendments to CICA HB 1000 - Financial Statement
    Concepts. Please refer to Note 2 in the Consolidated Financial
    Statements.
(2) Includes retail sales from corporate and franchise stores.
(3) Mark's same store sales exclude new stores, stores not open for the
    full period in each year and store closures.
(4) Gross operating revenue includes retail sales at corporate stores
    only
(5) Non-GAAP measure. Please refer to section 15.0 in Management's
    Discussion and Analysis.

Mark's second quarter total retail sales were $210.2 million down 9.8% from the $233.1 million recorded a year ago, reflecting lower sales in all parts of the country due to softer economic conditions, with Ontario and Alberta posting the largest decreases. At the category level, while corporate store sales in ladies wear experienced a modest decline, ladies accessories and health wear posted double digit increases. Corporate store sales in industrial wear, men's casual and casual footwear, however, were all down significantly year-over-year.

Adjusted pre-tax earnings were $7.2 million down 1.3% from the $7.4 million recorded the previous year. The adjusted pre-tax earnings were similar to a year ago because the gross margin rate improved significantly by 470 basis points principally due to a lower shrink expense during 2009 compared to the prior year. Operating expenses were also well-managed.

During the quarter, Mark's opened two new stores, relocated three stores, renovated one store and closed one store, bringing the total number of stores in the network to 375.

CANADIAN TIRE FINANCIAL SERVICES (Financial Services)
($ in millions)    Q2 2009 Q2 2008(1) Change  2009 YTD 2008 YTD(1) Change
-------------------------------------------------------------------------
Total managed
 portfolio end
 of period                                    $4,109.9  $3,926.7    4.7%
Gross operating
 revenue            $232.9    $201.5   15.6%    $450.2    $410.2    9.8%
Earnings before
 income taxes        $42.3     $44.4  (4.7)%     $74.8     $98.6 (24.2)%
-------------------------------------------------------------------------
Less adjustment
 for:
  Non-operating
   losses             (0.1)        -              (0.2)        -
  Net effect of
   securitization
   activities(2)       1.7       3.9               2.2      16.8
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(3)            $40.7     $40.5    0.5%     $72.8     $81.8 (11.0)%
-------------------------------------------------------------------------
(1) 2008 figures have been restated for implementation, on a
    retrospective basis, of the CICA HB 3064 Goodwill and Intangible
    Assets and the amendments to CICA HB 1000 - Financial Statement
    Concepts. Please refer to Note 2 in the Consolidated Financial
    Statements.
(2) Includes initial gain/loss on the sale of loans receivable,
    amortization of servicing liability, change in securitization reserve
    and gain/loss on reinvestment.
(3) Non-GAAP measure. Please refer to section 15.0 in Management's
    Discussion and Analysis.

Financial Services' total managed portfolio of loans receivable was $4.1 billion at the end of the second quarter, a 4.7% increase over the $3.9 billion portfolio at the end of the comparable 2008 period.

Financial Services' gross operating revenue was $232.9 million in the quarter, a 15.6% increase over the $201.5 recorded in the prior year, reflecting an increase in yield resulting from various pricing initiatives and slowing of customer payments.

Adjusted pre-tax earnings were relatively flat for the second quarter with higher revenues and well-managed operating expenses offset by increases in provision for credit losses and an increase in interest expense caused by the substantial increase in broker deposits. However, last year's earnings were impacted by a $9.7 million investment in the Options MasterCard re-issue. Excluding these re-issue costs, adjusted pre-tax earnings for the quarter were 19.0% lower than the same quarter in 2008, reflecting the impact of the higher write-offs and bankruptcies noted below.

The net write-off rate for the total managed portfolio on a rolling 12-month basis was 6.82%, compared to 5.98% in the comparable 2008 period. Overall aging of past due accounts deteriorated by 46 basis points. While bankruptcy costs increased, analysis of Financial Services' performance versus national statistics indicates that Financial Services continues to experience lower bankruptcies than would be expected due to its effective credit risk strategies.

Financial Services continued its investment in the retail banking pilot and at quarter-end had more than $541 million in retail deposits, $167 million in mortgages and approximately $1.6 billion in broker deposits. The average term of maturity for the broker deposits is approximately 30 months.

2009 COMMENTARY

CTC plans to continue with its long-term productivity and efficiency investments in Automotive Infrastructure, CTR Marketing Change Program and IT Renewal projects. These programs are now expected to cost approximately $40 million in 2009 (net of benefits realized).

FUNDING AND LIQUIDITY

While the term securitization market through Glacier remains closed, Financial Services continues to have access to multiple sources of funding including:

-   Operating cash flow
-   Broker deposits
-   High interest savings accounts

In addition, more than $800 million of the total $1.2 billion of the Corporation's committed bank lines are available to Financial Services.

By the end of the second quarter, Financial Services had pre-funded approximately $680 million of the approximately $1.0 billion which is expected to be required during the balance of the year to repay maturing short-term GIC deposits and finance the increase in receivables that will result when Glacier term notes mature. The cost of this conservative approach was approximately $4.2 million for the quarter.

At the CTC level, $200 million of Medium Term Notes were issued in the quarter for seven years at 5.65% to pre-fund maturing corporate debt in 2010.

Overall, Management remains confident that given the various sources of funding available, particularly for Financial Services, the Corporation has more than sufficient cost-effective funding to support its businesses for the foreseeable future.

CAPITAL EXPENDITURES

As a result of adjustments to the timing of projects and lower actual project costs, Management now expects capital expenditures for the 2009 fiscal year to be approximately $326 million, down from the originally planned $390 million and approximately $30 million lower than the capital forecast provided at the end of the first quarter.

QUARTERLY DIVIDEND

Canadian Tire Corporation has declared a quarterly dividend of $0.21 per share on each Common and Class A Non-Voting share. The dividend is payable December 1, 2009 to Common and Class A shareholders of record as of October 30, 2009. The dividend is considered an "eligible dividend" for tax purposes.

FORWARD-LOOKING STATEMENTS

This disclosure contains statements that are forward-looking. Actual results or events may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with Canadian Tire's business and the general economic environment. Risks and uncertainties are disclosed in other public filings by the Company, such as Management's Discussion and Analysis ("the MD&A") and the 2008 Financial Report and include, but are not limited to: changes in interest, currency exchange and tax rates; the ability of Canadian Tire to attract and retain quality employees, Dealers, Petroleum agents and PartSource and Mark's Work Wearhouse store operators and franchisees; and the willingness of customers to purchase the Company's merchandise, financial products and services.

Risk factors associated with the assumptions that underlie Canadian Tire's expected performance in 2009 that have the potential to affect the operating performance and financial results of the Company's divisions are outlined in Section 11.0 of the MD&A.

REVIEW BY BOARD OF DIRECTORS

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

CONFERENCE CALL

Canadian Tire will conduct a conference call to discuss information included in this news release and related matters at 4:30 p.m. EDT on August 13, 2009. The conference call will be available simultaneously and in its entirety to all interested investors and the news media through a webcast at http://corp.canadiantire.ca/EN/investors, and will be available through replay at this website for 12 months.

Canadian Tire Corporation, Limited (TSX: CTC.a, CTC), operates more than 1,200 general merchandise and apparel retail stores and gas stations in an inter-related network of businesses engaged in retail, financial services and petroleum. Canadian Tire Retail, Canada's most shopped general merchandise retailer, with 475 stores operated by Dealers across Canada offers a unique mix of products and services through three specialty categories in which the organization is the market leader - Automotive, Sports and Leisure, and Home Products. www.canadiantire.ca offers Canadians the opportunity to research more than 25,000 products online. PartSource is an automotive parts specialty chain with 88 stores designed to meet the needs of purchasers of automotive parts - professional automotive installers and serious do-it-yourselfers. Canadian Tire Petroleum is one of the country's largest and most productive independent retailers of gasoline, operating 273 gas bars, 267 convenience stores and kiosks, and 73 car washes. Mark's Work Wearhouse is one of the country's leading apparel retailers operating 375 stores in Canada. Under the Clothes that Work(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.

Definitions

In this document, the terms "we", "us", "our", "Company" and "Canadian Tire" refer to Canadian Tire Corporation, Limited and its business units and subsidiaries. For commonly used terminology (such as retail sales and same store sales), see section 5.3 (Business segment performance) and our Glossary of Terms (pages 93 to 95) in our 2008 Financial Report, which can be found online on SEDAR's website at www.sedar.com and our Canadian Tire website in our Investor Relations section at http://corp.canadiantire.ca/en/investors.

Review and approval by the Board of Directors

The Board of Directors, on the recommendation of its Audit Committee, approved the contents of this MD&A on August 13, 2009.

Quarterly and annual comparisons in this MD&A

Unless otherwise indicated, all comparisons of results for the second quarter (13 weeks ended July 4, 2009) are against results for the second quarter of 2008 (13 weeks ended June 28, 2008).

Restated figures

Certain of the prior period's figures have been reclassified or restated to conform to the current year's presentation or to be in accordance with the adoption of the Canadian Institute of Chartered Accountants (CICA) new accounting standards. See section 14.1 and 14.2 of this MD&A and note 2 in the Notes to the Consolidated Financial Statements for further information.

Accounting estimates and assumptions

The preparation of consolidated financial statements that conform with Canadian generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. See section 12.0 in this MD&A for further information.

Forward-looking statements

This MD&A contains statements that are forward-looking. Actual results or events may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with Canadian Tire's business and the general economic environment. See section 18.0 for additional important information and a caution on the use of forward-looking information. This is especially important in view of the current uncertain economic environment.

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

1.0 Our Company
1.1 Overview of the 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 1,200 general merchandise and apparel retail stores and gas bars. The Canadian Tire Financial Services(R) (Financial Services) division of the Company also offers a variety of financial services to Canadians, primarily its proprietary Options(R) MasterCard(R), personal loans, lines of credit, insurance and warranty products, guaranteed investment certificates (GICs) offered through third-party brokers, and a retail banking pilot offering products to customers in certain test markets.

Canadian Tire's four main businesses are described below.

Canadian Tire Retail (CTR) is Canada's most shopped general merchandise retailer with a network of 475 Canadian Tire stores that are operated by Dealers, who are independent business owners. Dealers buy merchandise from the Company and sell it to consumers in Canadian Tire stores. CTR also includes our online distribution channel and PartSource. PartSource is a chain of 88 specialty automotive hard parts stores that cater to serious "do-it-yourselfers" and professional installers of automotive parts. The PartSource network consists of 30 franchise stores and 58 corporate stores.

Mark's Work Wearhouse (Mark's) is one of Canada's leading clothing and footwear retailers, operating 375 stores nationwide, including 332 corporate and 43 franchise stores that offer men's wear, women's wear and industrial wear. Mark's operates under the banner "Mark's", and in Quebec, "L'Equipeur(R)". Mark's also conducts a business-to-business operation under the name "Imagewear, a Division of Mark's Work Wearhouse(TM)".

Canadian Tire Petroleum (Petroleum) is one of Canada's largest independent retailers of gasoline with a network of 273 gas bars, including 267 convenience stores and kiosks, 73 car washes, 12 Pit Stops and 87 propane stations. The majority of Petroleum's sites are co-located with Canadian Tire stores as a strategy to attract customers to Canadian Tire stores. Substantially all of Petroleum's sites are operated by agents.

Canadian Tire Financial Services (Financial Services) markets a range of Canadian Tire-branded credit cards, including the Canadian Tire Options MasterCard and Gas Advantage(R) MasterCard. Financial Services also markets personal loans, lines of credit, insurance and warranty products and an emergency roadside assistance service called Canadian Tire Roadside Assistance(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, the personal loan and line of credit portfolios and is the issuer of GICs offered through third-party brokers. CTB also offers high-interest savings accounts, retail GICs and residential mortgages as well as the Canadian Tire One-and-Only(TM) account, which consolidates customers' chequing, savings, loans and mortgage loan balances into one account, in three pilot markets.

1.2 Store network at a glance
                                                            July    June
                                                               4,     28,
Number of stores and retail square footage                  2009    2008
-------------------------------------------------------------------------
Consolidated store count
  CTR retail stores1                                         475     473
  PartSource stores                                           88      75
  Mark's retail stores(1)                                    375     364
  Petroleum gas bar locations                                273     267
-------------------------------------------------------------------------
Total stores                                               1,211   1,179
Consolidated retail square footage (in millions)
  CTR                                                       18.9    18.4
  PartSource                                                 0.3     0.2
  Mark's                                                     3.2     3.1
-------------------------------------------------------------------------
Total retail square footage(2) (in millions)                22.4    21.7
-------------------------------------------------------------------------
(1) Store count numbers reflect individual selling locations; therefore,
    both CTR and Mark's totals include stores that are co-located.
(2) The average retail square footage for Petroleum's convenience stores
    was 452 square feet per store in Q2 2009. It has not been included in
    the total above.
1.3 Business unit performance at a glance
(year-over-year percentage change)                       Q2 2009 Q2 2008
-------------------------------------------------------------------------
CTR retail sales(1)                                       (1.0)%    1.5%
CTR gross operating revenue                               (0.8)%    3.1%
CTR net shipments                                         (1.4)%    3.2%
Mark's retail sales(2)                                    (9.8)%    5.3%
Petroleum retail sales                                   (21.4)%   14.8%
Petroleum gasoline volume (litres)                          1.3%  (1.8)%
Financial Services' credit card sales                       1.1%    5.0%
Financial Services' gross average receivables               5.3%    6.8%
-------------------------------------------------------------------------
(1) Includes sales from Canadian Tire stores, PartSource stores and the
    labour portion of CTR's auto service sales.
(2) Includes retail sales from Mark's corporate and franchise stores.
2.0 Our Strategic Plan
2.1 Rolling Five-Year Strategic Plan to 2013 (2013 Plan)

The 2013 Plan outlines our strategy to build Canadian Tire through a continued focus on growth and productivity throughout the Plan period. The key growth initiatives of the 2013 Plan include network expansion across all of our retail businesses (CTR and PartSource, Petroleum and Mark's), store concept renewals and the continued evolution of products and services at Financial Services. Key productivity initiatives include continued upgrading of our automotive supply chain, renewing our technology infrastructure and streamlining our organizational design.

Specific objectives related to these programs are included in section 3.2 and section 3.3 of this MD&A and section 4.0 of the MD&A contained in the 2008 Financial Report.

2.2 Financial aspirations

The 2013 Plan included financial aspirations for the Company for the five-year period ending in December 2013. In light of the credit market disruption experienced since August 2007 and the subsequent economic downturn, management is currently re-assessing its long-term financial aspirations in the context of its annual review of our Strategic Plan and its ongoing assessment of economic conditions.

3.0 Our performance in 2009
3.1 Consolidated financial results
($ in millions
 except per share
 amounts)          Q2 2009 Q2 2008(1) Change  2009 YTD 2008 YTD(1) Change
-------------------------------------------------------------------------
Retail sales(2)   $2,789.1  $2,949.5  (5.4)%  $4,578.9  $4,789.8  (4.4)%
Gross operating
 revenue           2,324.8   2,450.7  (5.1)%   4,082.9   4,276.0  (4.5)%
EBITDA(3)            250.1     216.6   15.5%     406.2     391.1    3.9%
Earnings before
 income taxes        152.4     144.8    5.3%     218.8     244.2 (10.4)%
Effective tax rate   32.0%     32.5%             29.9%     32.5%
Net earnings      $  103.7  $   97.7    6.1%  $  153.4  $  164.8  (6.9)%
Basic earnings
 per share        $   1.27  $   1.20    5.9%  $   1.88  $   2.02  (7.1)%
Adjusted basic
 earnings per
 share(3)         $   1.26  $   1.16    8.6%  $   1.87  $   1.84    1.3%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) 2008 figures have been restated for the implementation, on a
    retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets
    and the amendments to CICA HB 1000 - Financial Statement Concepts.
    See section 14.1 and 14.2 for additional information.
(2) Represents retail sales at CTR (which includes PartSource), Mark's
    corporate and franchise stores and Petroleum's sites.
(3) See section 15.0 for non-GAAP measures.

Consolidated gross operating revenue

Gross operating revenue for the quarter declined 5.1 percent from the prior year primarily as a result of a 24.1% decline in Petroleum's revenue, due to lower pump prices compared with the second quarter of 2008. Mark's gross operating revenue declined by 9.2% due to the impact of a softer economy on sales of men's wear and industrial wear. CTR's gross operating revenue, in spite of a softer economy, declined only marginally, by 0.8 percent. Financial Services remained strong in the second quarter with gross operating revenue up 15.6% due to a higher yield and the growth in account balances.

Consolidated net earnings

Consolidated net earnings for the quarter increased from the prior year by 6.1%, due to higher product margins in CTR and effective operating cost management across all businesses. Partially offsetting this was higher loan loss provisioning at Financial Services due to the economic environment and higher interest expense, attributable to the rapid expansion of broker deposits at Financial Services which are being used to prefund the increase of credit card receivables arising from the maturation of the Glacier notes in late 2009.

Consolidated net earnings were also impacted by non-operating items as noted below.

Impact of non-operating items

The following table shows our adjusted consolidated earnings on a pre-tax and after-tax basis.

Adjusted consolidated earnings before and after income taxes(1)
($ in millions
 except per share
 amounts)          Q2 2009 Q2 2008(2) Change  2009 YTD 2008 YTD(2) Change
-------------------------------------------------------------------------
Earnings before
 income taxes     $  152.4  $  144.8    5.3%  $  218.8  $  244.2 (10.4)%
Less pre-tax
 adjustment for:
  Former CEO
   retirement
   obligation(3)         -       0.5               0.5       0.9
  Net effect of
   securitization
   activities(4)       1.7       3.9               2.2      16.8
  Gain (loss) on
   disposals of
   property and
   equipment          (0.8)        -              (1.5)      3.7
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(1)         $  151.5  $  140.4    8.0%  $  217.6  $  222.8  (2.3)%
Income taxes          48.5      45.7              65.0      72.5
-------------------------------------------------------------------------
Adjusted earnings
 after income
 taxes(1)         $  103.0  $   94.7    8.8%  $  152.6  $  150.3    1.5%
-------------------------------------------------------------------------
Basic earnings
 per share        $   1.27  $   1.20    5.9%  $   1.88  $   2.02  (7.1)%
Adjusted basic
 earnings per
 share(1)         $   1.26  $   1.16    8.6%  $   1.87  $   1.84    1.3%
-------------------------------------------------------------------------
(1) See section 15.0 on non-GAAP measures.
(2) 2008 figures have been restated for the implementation, on a
    retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets
    and the amendments to CICA HB 1000 - Financial Statement Concepts.
    See section 14.1 and 14.2 for additional information.
(3) The former CEO retirement obligation has been recorded in CTR. See
    section 3.3.1.
(4) Includes initial gain/loss on the sale of loans receivable,
    amortization of servicing liability, change in securitization reserve
    and gain/loss on reinvestment.

Consolidated net earnings in the second quarter were negatively affected by a marginal loss on the sale of property and equipment compared with the prior year, as well as a decrease of $2.2 million with respect to the net effect of securitization activities.

Seasonal impact

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

Consolidated quarterly results(1)
($ in millions except
 per share amounts)                Q2 2009   Q1 2009   Q4 2008   Q3 2008
-------------------------------------------------------------------------
Gross operating revenue           $2,324.8  $1,758.1  $2,587.8  $2,257.5
Net earnings                         103.7      49.7     101.5     109.1
Basic and diluted earnings per
 share                                1.27      0.61      1.24      1.34
-------------------------------------------------------------------------

($ in millions except
 per share amounts)                Q2 2008   Q1 2008   Q4 2007   Q3 2007
-------------------------------------------------------------------------
Gross operating revenue           $2,450.7  $1,825.3  $2,503.1  $2,049.2
Net earnings                          97.7      67.1     131.3     102.2
Basic and diluted earnings per
 share                                1.20      0.82      1.61      1.25
-------------------------------------------------------------------------
(1) 2008 quarterly results have been restated for the implementation, on
    a retrospective basis, of CICA HB 3064 - Goodwill and Intangible
    Assets and the amendments to CICA HB 1000 - Financial Statement
    Concepts. See section 14.1 and 14.2 for additional information. 2007
    results have not been restated as the information required to
    calculate the restatement on a quarterly basis is not readily
    available.
Items that affected the usual seasonal pattern noted above include:
-   Q2 2008 was negatively impacted by a $12.0 million pre-tax book-to-
    physical inventory adjustment at Mark's;
-   Q2 2008 was negatively impacted by a $9.7 million pre-tax expense
    related to the Options MasterCard relaunch at Financial Services;
-   Q3 2008 was positively impacted by an $8.6 million reduction in the
    tax provision, most of which related to the impact of the sale-
    leaseback transactions entered into since 2005; and
-   Q4 2008 was negatively impacted by a $28.7 million pre-tax expense
    related to a delayed-start interest rate swap adjustment.
3.2 Business unit Q2 2009 performance overview
-------------------------------------------------------------------------
Canadian Tire Retail                 Mark's Work Wearhouse
-------------------------------------------------------------------------
Q2 2009 Performance highlights       Q2 2009 Performance highlights
-   continued development of new     -   opened two new corporate stores,
    store formats;                       one of which was a Combo store
-   replaced one traditional and         and closed one corporate store;
    four "expanded and updated"      -   increased total retail space by
    stores with five Smart stores,       approximately 5.6 percent year-
    two of which contains a full-        over-year; store network totals
    size Mark's; and                     375 locations; and
-   improved margins through         -   improved gross margins by over
    effective management of              400 basis points due to
    regular/promotional sales mix        enhancements in inventory
    and product cost controls.           control and markdown management.
PartSource Q2 2009 Performance
highlights
-   opened one new corporate store;
    and
-   increased the retail square
    footage by approximately 13.7
    percent year-over-year as a
    result of ongoing network
    expansion.
-------------------------------------------------------------------------
Canadian Tire Financial Services     Petroleum
-------------------------------------------------------------------------
Q2 2009 Performance highlights       Q2 2009 Performance highlights
-   5.3 percent increase in gross    -   grew store network by six gas
    average receivables for the          bars (since Q2 2008);
    total managed portfolio;         -   grew convenience store business
-   increase in insurance and            by 19.1 percent over the prior
    warranty products revenue;           year; and
-   continued growth in the broker   -   continued focus on improving the
    GIC portfolio; and                   overall customer experience at
-   continued testing of the retail      Petroleum sites.
    banking initiative.
-------------------------------------------------------------------------

The following sections outlining the Company's business segment performance highlight the respective segment's achievements to date against key initiatives identified in the 2013 Plan. The initiatives have been divided into growth (increase sales primarily through network growth, new stores and new products) and productivity (improve customer service metrics, service levels, cost-effectiveness and rates of return).

3.3 Business segment performance
3.3.1 Canadian Tire Retail
3.3.1.1 Q2 2009 Strategic Plan performance
The following outlines CTR's performance for the second quarter of 2009 in
the context of our 2013 Plan.
-------------------------------------------------------------------------
Canadian Tire Retail Growth Initiatives
-------------------------------------------------------------------------
New store program
20/20 stores have been the cornerstone of CTR's growth agenda since 2003.
This program is now complete and CTR has developed new store concepts
which are designed to build on the successes of the 20/20 store program
with a greater focus on improving sales and productivity at a lower
capital cost. Plans for 2009 include opening new Smart stores that will
have the same focus on improving sales and productivity, as well as
providing a more exciting customer experience, and Small Market stores
which are designed to expand our presence in smaller markets.
-------------------------------------------------------------------------
2009 Key initiatives                 2009 Performance
-------------------------------------------------------------------------
With the completion of the 20/20     Second quarter
program in 2008, CTR's strategy is
to test/rollout the next versions    During the second quarter CTR
of the CTR store. This includes      replaced one traditional store and
the building of, and conversion to,  four "expanded and updated" stores
the new Smart stores and new Small   with five Smart stores, two of
Market stores which are an           which contain a full-size Mark's.
important aspect of the 2013 Plan.   We also closed one traditional
                                     store. At the end of the second
                                     quarter, there were nine Smart
                                     stores and five Small Market
                                     stores.
                                     The store network now totals 475
                                     stores, 48 of which include a
                                     Mark's component.
-------------------------------------------------------------------------
Customers for Life
Canadian Tire is committed to building customer loyalty through fostering
a positive, consistent and memorable customer experience. In 2008, CTR
began working on a new strategic model for the organization that will
lead to a stronger focus on customer service and improvements in
generating Customers for Life and will continue this work through 2009.
-------------------------------------------------------------------------
2009 Key initiatives                 2009 Performance
-------------------------------------------------------------------------
CTR plans to continue to make key    Second quarter
improvements to the customer
experience to support continued      CTR survey results show a 2.8
sales growth.                        percent improvement in overall
                                     satisfaction when compared to
                                     2008 results for the first half of
                                     the year. The Store Support and
                                     Dealer Relations teams continued
                                     working with the Canadian Tire
                                     Dealers to implement a new web-
                                     based version of the Customer
                                     Service Index program, which is
                                     currently being tested.
-------------------------------------------------------------------------
PartSource network expansion
PartSource will continue its expansion into new markets through a
combination of new stores and small-scale acquisitions. PartSource's
strategy to buy small local businesses and convert them to the PartSource
banner has proven successful, with high rates of customer retention after
conversion.
-------------------------------------------------------------------------
2009 Key initiatives                 2009 Performance
-------------------------------------------------------------------------
Key initiatives for PartSource       Second quarter
include building CTR as a new
commercial account for emergency     During the quarter, PartSource
shipments, updating the              continued making significant
organizational structure, testing    progress on building the CTR
new operating systems and a new      commercial account. The entire
auto parts catalogue.                PartSource network (which consists
                                     of hub stores, corporate stores
                                     and franchise stores) supplies
                                     emergency auto parts to
                                     approximately 200 Canadian Tire
                                     stores.
                                     PartSource opened one new corporate
                                     store, converted one franchise
                                     store to a corporate store and
                                     converted one unbranded corporate
                                     store to the PartSource banner
                                     during the quarter. This brings the
                                     network total to 88 stores,
                                     including nine hub stores. (Details
                                     of the hub store are discussed
                                     below in the "Automotive
                                     Infrastructure initiative" section.)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Canadian Tire Retail Productivity Initiatives
-------------------------------------------------------------------------
CTR Change program
During 2007, CTR began to implement its multi-year productivity effort
with projects designed to overhaul and upgrade internal processes and IT
systems. The benefits of these projects include the ability to make
faster and better decisions and improve our agility and speed to market.
-------------------------------------------------------------------------
2009 Key initiatives                 2009 Performance
-------------------------------------------------------------------------
In 2009, CTR plans to implement      Second quarter
productivity/control initiatives in
the area of sales and operational    Progress made on the CTR Change
planning; and analyze and build      Program included:
requirements for 2010                -   Completed and implemented
implementation in the areas of           first phase of sales and
promotional planning and vendor          operational planning
relationship management.                 enhancements across all CTR
                                         merchandise divisions;
                                     -   completed design of new
                                         processes and technology
                                         solutions for promotional
                                         planning capability; and
                                     -   continued analysis of vendor
                                         relationship management
                                         capability including scope
                                         definition and process
                                         design work.
-------------------------------------------------------------------------
Automotive Infrastructure initiative
Revitalizing the cornerstone automotive business is a key priority over
the 2013 Plan period as CTC continues to expand the network through
opening PartSource hub stores. Regional hub stores are larger than
traditional PartSource stores and are designed to provide a broader
assortment of automotive parts to service both CTR and PartSource
customers. In 2009, CTR plans to open an additional eight hub stores. In
addition, the Company is investing in infrastructure and technological
enhancements and is re-engineering customer facing processes.
-------------------------------------------------------------------------
2009 Key initiatives                 2009 Performance
-------------------------------------------------------------------------
Throughout 2009, CTC plans to open   Second quarter
eight hub stores. In addition,
there will be further investment in  Progress on the Automotive
the physical retrofit of the         Infrastructure initiative included:
automotive distribution centres as
well as a new project commissioned   Emergency supply implementation:
to implement the Manhattan           -   completed the roll out of do-it-
warehouse management software into       yourself emergency supply
the Calgary auto parts distribution      processes in nine PartSource hub
centre. The investment in                store markets which serve 140
distribution assets will support an      CTR stores.
increase in the auto parts SKU
(stock keeping units) assortment by  Assortment deployment processes:
an additional 20%. Work to           -   now stocking more than 50,000
implement an industry-leading            SKUs in two auto parts
automotive hard parts catalogue          distribution centres;
will be completed and rolled out to  -   developing the work plan to
CTR stores in 2010.                      implement the new warehouse
                                         management system in the
                                         Calgary auto parts
                                         distribution centre; and
                                     -   solution design is underway
                                         to improve the automotive
                                         parts assortment planning
                                         process.
                                     Customer Experience processes:
                                     -   the preferred software vendor
                                         has completed one third of
                                         the functional design
                                         specifications needed to
                                         support the customer
                                         experience processes; and
                                     -   the parts data management
                                         business requirements have
                                         been completed.
-------------------------------------------------------------------------
3.3.1.2 Key performance indicators
The following are key measures of CTR's sales productivity:
-   total same store sales growth;
-   average retail sales per store; and
-   average sales per square foot of retail space
CTR total retail and same store sales
(year-over-year percentage change) Q2 2009   Q2 2008  YTD 2009  YTD 2008
-------------------------------------------------------------------------
Total retail sales(1)               (1.0)%      1.5%      0.8%      0.3%
Same store sales(2)                 (2.7)%    (0.5)%    (0.8)%    (1.8)%
-------------------------------------------------------------------------
(1) Includes sales from Canadian Tire and PartSource stores and the
    labour portion of CTR's auto service sales.
(2) Includes sales from Canadian Tire and PartSource stores, but excludes
    sales from CTR's online web store and the labour portion of CTR's
    auto service sales.
CTR retail sales
Second quarter

While our retail stores continue to be influenced by the challenging economic conditions that are currently affecting Canada and unseasonably cool wet weather in Ontario and Quebec, the modest 1.0% decline in retail sales during the second quarter is considered to be a relatively good result, especially considering that there were fewer selling days compared with the prior year due to the timing of public holidays (Easter and Canada Day).

The unseasonably cool wet weather impacted some seasonal businesses such as outdoor living and climate control and challenging economic conditions impacted some of our other categories such as tools and electronics. Same store sales were down 2.7% compared to the second quarter of 2008. On a regional basis we experienced weaker sales in Ontario and Quebec than in other provinces.

PartSource experienced another quarter of year-over-year double-digit sales increases driven by both the continued expansion of the network and improved product assortment. The nature of PartSource's business also makes it somewhat resilient during economic downturns as consumers will tend to repair rather than replace their vehicles at such times, especially in view of the uncertainty in the North American auto sector. In addition, PartSource shipments to CTR Dealers continue to increase as components of the Automotive Infrastructure initiative project are rolled out.

CTR store network definitions

Our store network has evolved as we have introduced new store formats into our store categories, which we define as follows:

-------------------------------------------------------------------------
 Smart store format       Small Market store       Updated & Expanded
(late 2008) Average        format (mid-2008)      store format (1994 to
  retail square          Average retail square     mid-2008) Average
 footage: 63,000           footage: 18,000        retail square footage:
                                                         44,000
-------------------------------------------------------------------------
Next store concept       Smaller format launched  A combination of our
renewal, building off    in July 2008, ranging    newer format stores,
the 20/20 store with a   in size from 14,000 to   including "20/20",
focus on growth and      19,000 square feet.      "Class-of" and "Next
improving productivity   Small Market stores      Generation" stores.
through inspiring        meet the needs of        These stores,
layouts, refreshed       underserved rural        previously referred to
assortments and more     markets and include      as "standard stores",
environmentally          customized product       range in size from
responsible options.     selection to serve a     16,000 to 89,000
Stores range in size     particular region, easy- square feet, most of
from 41,000 to 83,000    to navigate signage and  which were opened or
square feet. There are   walkways, prominent      converted to these
currently nine Smart     heritage departments     formats between 1994
stores in the network    (e.g.: hockey) and       and mid-2008.
the first of which       generously sized outdoor "Updated and
opened in November 2008. areas that "expand" the  expanded" format
                         store in peak periods.   stores make up
                         There are currently five approximately 90.4
                         Small Market stores in   per cent of the
                         the network.             retail square footage
                                                  in the CTR network
                                                  (excluding
                                                  PartSource).
-------------------------------------------------------------------------
---------------------------------------------------
  Traditional store        PartSource stores (2008
  format (1994 and         and prior) Average
 prior) Average retail    retail square footage:
square footage: 16,000             7,000
---------------------------------------------------
Smaller than the         PartSource is an
"updated and expanded"   automotive parts
store format on average. specialty store designed
Traditional stores have  to meet the needs of
various sizes and        major purchasers of auto
layouts ranging in size  parts, professional
from 3,000 to 36,000     automotive installers
square feet. Traditional and serious do-it-
stores make up           yourselfers. Stores
approximately 6.1 per    carry a tailored product
cent of the retail       assortment based on local
square footage in the    vehicle needs and are
CTR network (excluding   easily recognizable with
PartSource).             the checkerboard
                         flooring design.
                         Beginning in 2007, new
                         larger warehouse
                         locations (hub stores)
                         were opened to help
                         bring more parts
                         inventory closer to
                         customers at both CTR
                         and PartSource stores.
---------------------------------------------------
CTR store count
                           Q2 2009(1) 2008(2)   2007(2)   2006(2) 2005(2)
-------------------------------------------------------------------------
Updated and expanded
 stores(3)                       388     393       381       363     345
Traditional stores                73      76        92       105     117
Small Market stores                5       4         -         -       -
Smart stores                       9       2         -         -       -
-------------------------------------------------------------------------
Total updated and expanded,
 traditional, Small Market
 and Smart stores                475     475       473       468     462
PartSource stores                 88      86        71        63      57
-------------------------------------------------------------------------
(1) Store count at the end of Q2 2009.
(2) Store count at the end of the year.
(3) "Updated and expanded" stores decreased by 5 in 2009. They were
    converted into five Smart stores (one Smart store in Q1 and four
    Smart stores in Q2).

CTR continues to retrofit its store network with a focus on converting selected new or replacement stores and "updated and expanded" existing stores to the latest formats. The 20/20 store format program was completed by the end of 2008 and two new formats (Small Market and Smart stores) were tested in late 2008 and in early 2009. Our latest formats have been well received by customers to date. For the remainder of 2009 and in subsequent years, we will continue to roll out the two new formats, consistent with the goals of the 2013 Plan.

Average retail sales per CTR store(1),(2)
                                              For the 12     For the 12
                                             months ended   months ended
($ in millions)                              July 4, 2009  June 28, 2008
-------------------------------------------------------------------------
Updated and expanded stores                       $  16.0        $  16.0
Traditional stores                                    7.9            7.9
-------------------------------------------------------------------------
(1) Retail sales are shown on a 52-week basis in each year and exclude
    sales from PartSource stores, CTR's online web store and the labour
    portion of CTR's auto service sales.
(2) Only includes stores that have been open for a minimum of two years
    as at the end of the quarter.
The "updated and expanded" stores typically experience higher customer
traffic and increases in average transaction value compared to traditional
store formats. For the rolling 12-month period, the average retail sales for
the "updated and expanded" stores, as well as the traditional stores, remained
flat.
Average sales per square foot of CTR retail space(1),(2),(3)
                                              For the 12     For the 12
                                             months ended   months ended
                                             July 4, 2009  June 28, 2008
-------------------------------------------------------------------------
Retail square footage(1),(3) (millions of
 square feet)                                        18.9           18.4
Updated and expanded stores(2),(3)
 ($ sales per square foot)                        $   382        $   381
Traditional stores(2),(3)                             497            496
-------------------------------------------------------------------------
(1) Retail square footage is based on the total retail square footage
    including stores that have not been open for a minimum of two years.
    It represents a point in time (instead of a rolling 12-month period)
    as at the end of the quarter.
(2) Retail sales are shown on a 52-week basis in each year for those
    stores that have been open for a minimum of two years as at the end
    of the current quarter. Sales from PartSource stores, CTR's online
    web store and the labour portion of CTR's auto service sales are
    excluded.
(3) Retail space does not include warehouse, garden centre and auto
    service areas.

Retail square footage increased by approximately 0.5 million square feet, year-over-year as noted above.

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

3.3.1.3 CTR's financial results
($ in millions)    Q2 2009 Q2 2008(1) Change  2009 YTD 2008 YTD(1) Change
-------------------------------------------------------------------------
Retail sales      $2,153.2  $2,174.5  (1.0)%  $3,421.1  $3,393.3    0.8%
Net shipments
 (year-over-year
 % change)          (1.4)%      3.2%            (0.1)%      1.8%
Gross operating
 revenue          $1,550.0  $1,562.1  (0.8)%  $2,649.3  $2,633.4    0.6%
EBITDA(2)            163.1     143.2   13.9%     259.9     245.3    5.9%
-------------------------------------------------------------------------
Earnings before
 income taxes         95.2      85.1   12.0%     128.0     128.7  (0.5)%
Less adjustment for:
  Gain (loss) on
   disposals of
   property and
   equipment          (0.3)      0.1              (0.7)      4.0
  Former CEO
   retirement
   obligation            -       0.5               0.5       0.9
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(2)         $   95.5  $   84.5   13.0%  $  128.2  $  123.8    3.6%
-------------------------------------------------------------------------
(1) 2008 figures have been restated for the implementation, on a
    retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets
    and the amendments to CICA HB 1000 - Financial Statement Concepts.
    See sections 14.1 and 14.2 for additional information.
(2) See section 15.0 on non-GAAP measures.

Explanation of CTR's financial results

Second quarter

Shipments and gross operating revenue experienced marginal declines in the second quarter due to the impact of a softer economy and unseasonable weather conditions, as noted above. The proportionately larger decline in shipments compared with retail sales reflects ongoing efforts by Dealers to manage their inventory levels in the face of economic uncertainty. As noted above, these results are considered reasonable considering the fewer selling days compared with the prior year due to the timing of holidays.

In spite of the decline in revenue, CTR earnings before taxes improved 12% over the prior year. This was attributable to stronger margins due to effective management of pricing, regular/promotional shipments mix and product cost controls. Operating expenses increased modestly as increased expenses for the new Eastern Canada Distribution Centre, higher store occupancy costs and continued investments in major initiatives (Automotive Infrastructure, CTR Change Program and IT Renewal as well as ongoing expansion of the PartSource store network) were partially offset by effective cost management in other areas, such as personnel and administration.

3.3.1.4 CTR's business risks

CTR is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, supply chain disruption, seasonality and environmental risks. Please see section 5.3.1.6 of our 2008 Financial Report for an explanation of these business-specific risks. See also section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.

3.3.2 Mark's Work Wearhouse
3.3.2.1 Q2 2009 Strategic Plan performance
The following outlines Mark's performance for the second quarter of 2009
in the context of our 2013 Plan.
-------------------------------------------------------------------------
Mark's Work Wearhouse Growth Initiatives
-------------------------------------------------------------------------
Network expansion
A critical aspect of Mark's growth plan revolves around its objective of
capturing an increasingly significant share of overall apparel sales in
each geographic market in which Mark's competes. To increase Mark's
market presence, the Company plans to continue with its aggressive goal
of expanding the network of Mark's stores.
-------------------------------------------------------------------------
2009 Key initiatives                 Q2 2009 Performance
-------------------------------------------------------------------------
Mark's will continue network         Second quarter
development through opening new
stores, relocating or expanding      -   opened two new corporate stores,
existing stores and renovating           one of which was a Combo store;
older stores to the newest Mark's    -   relocated three corporate
format. For 2009, we plan to:            stores, one of which was a Combo
                                         store;
-   Open 14 new stores;              -   renovated one corporate store;
-   Relocate 10 stores;                  and
-   Expand 3 stores; and             -   closed one corporate store.
-   Grow the retail square footage
    by 5%                            Mark's total retail square footage
                                     at the end of the quarter was
                                     3.2 million square feet, an increase
                                     of 5.6% vs. Q2 2008.
                                     In light of current economic
                                     conditions, we have reduced our
                                     expected store build activity for
                                     2009 as follows:
                                     -   Open 10 new stores;
                                     -   Relocate 9 stores;
                                     -   Expand 2 stores; and
                                     -   Grow the retail square footage
                                         by 3%.
-------------------------------------------------------------------------
New store concepts
In addition to adding incremental stores to the total network, Mark's is
in the process of developing new store concepts that will be rolled out
over the Plan period.
-------------------------------------------------------------------------
2009 Key initiatives                 Q2 2009 Performance
-------------------------------------------------------------------------
While participating in the Mark's    Second quarter
portion of the newly-developed
concepts for CTR/Mark's Combo        The two Combo stores opened in the
stores, such as Smart stores and     second quarter, one new and one
Small Market stores, Mark's is       relocation as noted above, were the
developing a new, stand-alone        new format Smart Stores. Work is
"CLOTHES THAT WORK(R)" store that    also in progress on Mark's first
will be tested in 2009.              complete "CLOTHES THAT WORK(R)"
                                     prototype store.
-------------------------------------------------------------------------
Category expansion
Mark's has set aggressive growth goals for the 2013 Plan period which
will be supported by category expansion in its three major product lines.
Although growth was modest in 2007 and 2008 and decreased slightly in
2009 to date, women's wear is still expected to be the fastest growing
segment of the business over the plan period as it is the least developed
of the Mark's main category lines. Improvements in the product assortment
in the women's wear category is expected to bring continued growth during
the Plan period.
-------------------------------------------------------------------------
2009 Key initiatives                 Q2 2009 Performance
-------------------------------------------------------------------------
In 2009, Mark's will continue to     Second quarter - corporate sales
expand its product assortment in     -   sales of women's wear decreased
the three main categories of             by 1.3 percent;
apparel and footwear with a focus    -   sales of industrial wear
on the Clothes That Work campaign.       decreased by 10.7 percent and
                                     -   sales of men's wear decreased by
                                         14.1 percent.
                                     In the second quarter of 2009, after
                                     some testing in previous quarters,
                                     Mark's completed its formal launch
                                     of dri-WEAR(R) and this technology
                                     is now used in Mark's underwear,
                                     socks, T-shirts, polo shirts and is
                                     being incorporated in the lining of
                                     some of the Company's outerwear.
                                     Mark's also continued to leverage
                                     previously launched products such as
                                     CURVETECH(TM) shape-enhancing
                                     technology in its women's wear
                                     category and QUAD COMFORT(R)
                                     footwear for men and women. For the
                                     second quarter, the company
                                     established an interactive website
                                     for consumers to answer their
                                     questions about various footwear
                                     product lines and health-related
                                     benefits.
-------------------------------------------------------------------------
3.3.2.2 Key performance indicators
The following are key performance indicators for Mark's:
-   retail and same store sales growth;
-   average sales per corporate store; and
-   average sales per square foot of retail space
Mark's retail and same store sales growth
(year-over-year percentage change) Q2 2009   Q2 2008  2009 YTD  2008 YTD
-------------------------------------------------------------------------
Total retail sales(1)               (9.8)%      5.3%    (6.6)%      1.5%
Same store sales(2)                (11.3)%      0.9%    (8.2)%    (2.8)%
-------------------------------------------------------------------------
(1) Includes retail sales from corporate and franchise stores.
(2) Mark's same store sales excludes new stores, stores not open for the
    full period in each year and store closures.

Second quarter

Mark's retail sales during the second quarter of 2009 continued to be impacted by a further softening of economic conditions across Canada, especially in the key Ontario and Alberta markets. Corporate store sales in industrial wear were down double digit with the largest dollar decreases occurring in men's industrial footwear and men's industrial work wear. This is reflective of weakness in the labour market conditions in the manufacturing sector in Ontario and the oil regions of Alberta. Corporate store sales of men's casual clothing also declined double digit with categories such as casual bottoms, jeans, woven shirts and T-shirts leading the decline. Corporate store sales in ladies' wear were relatively better. While this category experienced a modest decline, ladies accessories and healthwear posted double digit increases.

Mark's continues to focus on its "CLOTHES THAT WORK(R)" strategy and has maintained its pricing to focus on optimizing margins rather than driving sales volumes.

Average corporate store sales(1)
                                     For the       For the       For the
                                   12 months     12 months     12 months
                                       ended,        ended,        ended,
                                      July 4,      June 28,      June 30,
                                        2009          2008          2007
-------------------------------------------------------------------------
Average retail sales per store
 ($ thousands)(2)                 $    2,619    $    2,735    $    2,867
Average sales per square foot
 ($)(3)                                  302           323           347
-------------------------------------------------------------------------
(1) Calculated on a rolling 12-month basis.
(2) Average retail sales per corporate store include corporate stores
    that have been open for 12 months or more.
(3) Average sales per square foot is based on sales from corporate
    stores. We have prorated square footage for corporate stores that
    have been open for less than 12 months.

Mark's average retail sales per store and average sales per square foot have been declining since the end of the second quarter of 2007, primarily due to the economic slowdown which began then, combined with the fact that Mark's has, through new stores, store relocations, store expansions and franchise repatriations, increased its corporate store retail square footage by 20% over that time frame.

According to a market research company that tracks the clothing industry retail trends, Mark's continued to increase its market share of the total Canadian apparel market in 2008 and maintained its market share through the first quarter of 2009, the latest data available. Mark's believes that with its continued network expansion it will be well positioned to increase its market share and resume improving its average retail sales per store and average sales per square foot when the Canadian apparel market recovers from the current recession.

3.3.2.3 Mark's financial results
($ in millions)    Q2 2009 Q2 2008(1) Change  2009 YTD 2008 YTD(1) Change
-------------------------------------------------------------------------
Retail sales(2)   $  210.2  $  233.1  (9.8)%  $  378.7  $  405.6  (6.6)%
Gross operating
 revenue(3)          182.2     200.6  (9.2)%     329.3     348.1  (5.4)%
EBITDA(4)             14.0      14.2  (0.8)%      16.2      17.2  (5.3)%
-------------------------------------------------------------------------
Earnings before
 income taxes          7.1       7.3  (2.7)%       2.2       3.9 (43.4)%
Less adjustment for:
  Loss on disposals
   of property and
   equipment          (0.1)     (0.1)             (0.3)     (0.1)
-------------------------------------------------------------------------
Adjusted earnings
 before income
 taxes(4)         $    7.2  $    7.4  (1.3)%  $    2.5  $    4.0 (36.2)%
-------------------------------------------------------------------------
(1) 2008 figures have been restated for the implementation, on a
    retrospective basis, of CICA HB 3064 - Goodwill and Intangible Assets
    and the amendments to CICA HB 1000 - Financial Statement Concepts.
    See sections 14.1 and 14.2 for additional information.
(2) Includes retail sales from corporate and franchise stores.
(3) Gross operating revenue includes retail sales at corporate stores
    only.
(4) See section 15.0 on non-GAAP measures.

Explanation of Mark's financial results

Second quarter

Gross operating revenue declined 9.2% in the second quarter vs. the prior year, in line with the decline in retail sales as referenced above.

Mark's pre-tax earnings decreased in the second quarter of 2009 primarily as a result of the decrease in gross operating revenue. The gross margin rate on merchandise sold was very strong, up 470 basis points due to improved inventory control and count processes, resulting in shrinkage returning to historical norms. The year-to-date gross margin rate was also favourably impacted by lower markdowns through the application of a new advanced integrated merchandising planning system.

Total expenses were well managed during the second quarter of 2009, increasing by only $0.6 million, or less than 1%, despite having 15 more corporate stores in the network versus the second quarter of 2008. This was due to aggressive management of store payroll expenses and reduced advertising.

3.3.2.4 Mark's business risks

Mark's is exposed to a number of risks in the normal course of its business that have the potential to affect its operating performance. These include, but are not limited to, seasonality and market obsolescence risks. Please see section 5.3.2.5 of our 2008 Financial Report for an explanation of these business-specific risks. See also section 11.0 of this MD&A for a discussion on Enterprise risk management and section 14.0 of our 2008 Financial Report for a discussion of some other industry-wide and Company-wide risks affecting the business.

3.3.3 Canadian Tire Petroleum
3.3.3.1 Q2 2009 Strategic Plan 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 2009 in the context of our 2013 Plan.

-------------------------------------------------------------------------
Canadian Tire Petroleum Growth Initiatives
-------------------------------------------------------------------------
Network renewal and new store concept
Petroleum's business is an integral part of the Canadian Tire
organization as customers that use Petroleum's gas bars drive sales and
traffic to our other business units. Over the 2013 Plan period, Petroleum
will continue to develop its real estate plan, focusing on introducing
new store concepts into its existing network of locations, while
continuing to focus on renewing its current sites to enhance the customer
experience.
-------------------------------------------------------------------------
2009 Key initiatives                 Q2 2009 Performance
-------------------------------------------------------------------------
In 2009, Petroleum will continue to  Second quarter
strengthen the existing network by
opening new sites and refurbishing   -   opened one new convenience
or rebuilding existing sites.            store;
                                     -   replaced one gas bar; and
                                     -   closed one gas bar, one car wash
                                         and one convenience store.
                                     At the end of the quarter, Petroleum
                                     had 273 gas bars, including 37
                                     re-branded sites.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Canadian Tire Petroleum Productivity Initiatives
-------------------------------------------------------------------------
Enhancing interrelatedness
Petroleum's business is integrated with CTR and Financial Services
through Canadian Tire 'Money' and various cross-marketing programs
designed to build customer loyalty.


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