Continued growth in Couche-Tard revenues and sharp drop in motor fuel gross margins in the United States



    
    -------------------------------------------------------------------------
    - Revenues for the fourth quarter rose 24.7% to $3.7 billion
    - Net earnings amount to $15.5 million during the quarter, a decrease
      compared with $33.4 million in 2007, strongly impacted by:
      - Weak motor fuel margins in the United States
      - Expenses related to electronic payment modes
      - Unfavourable economic conditions in the southern part of the United
        States
    - Stepping up of share repurchase program reaching $53.0 million for the
      quarter
    - Development-wise, signing of firm agreements:
      - Expanded partnership with Irving Oil to include 252 stores across
        Atlantic Canada and New England
      - Acquisition of 84 company-operated stores in Illinois and Missouri
      - New credit agreement of US$310 million subsequent to year-end
    -------------------------------------------------------------------------
    

    TSX: ATD.A, ATD.B

    LAVAL, QC, July 15 /CNW Telbec/ - Owing to recent acquisitions and
especially to the sharp increase in the retail price at the pump, Alimentation
Couche-Tard Inc. posted solid growth in revenues for the fourth quarter of
fiscal 2008.
    Revenues for the 12-week period ended April 27, 2008 show a robust
increase of 24.7%, reaching $3.7 billion, i.e. an increase of $733.2 million.
An amount of $475.5 million stems from soaring motor fuel prices,
$120.1 million result from major acquisitions and $89.8 million were generated
from the appreciating value of the Canadian dollar.
    Net earnings for the fourth quarter of 2008 were $15.5 million ($0.08 per
share on a diluted basis) compared with $33.4 million ($0.16 per share on a
diluted basis) last year.
    "The past quarter was extremely challenging in the United States. We
faced turbulence on several fronts, namely an economic slack in our southern
divisions combined with motor fuel margins far below historical averages,
compounded by electronic payment modes expenses exceeding the four cents per
gallon average this quarter. Given these circumstances, our operational teams
focused on in-store execution and on maintaining our market share. We expect
to be fully prepared when better market conditions arise. I would also add
that we have an excellent balance sheet and a solid cash position which we
fully intend to leverage when growth opportunities will arise," notes Alain
Bouchard, Chairman of the Board, President and Chief Executive Officer.

    
    Highlights of the Fourth Quarter of Fiscal 2008

    Growth of the Store Network


                       12-week period ended           52-week period ended
                          April 27, 2008                  April 27, 2008
                 ------------------------------------------------------------
                   Company-     Affi-            Company-     Affi-
                  operated    liated            operated    liated
                    stores  stores(1)    Total    stores  stores(1)    Total
                 ------------------------------------------------------------

    Number of stores,
     beginning of
     period          4,087     1,034     5,121     4,072     1,023     5,095
      Acquisitions       -         -         -        44         -        44
      Openings/
       constructions/
       additions        12        25        37        44        75       119
      Closures/
       withdrawals     (32)       (7)      (39)      (98)      (41)     (139)
      Conversions
       into
       company-
       operated
       stores            1        (1)        -         7        (7)        -
      Conversions
       into
       affiliated
       stores            -         -         -        (1)        1         -
    -------------------------------------------------------------------------
    Number of stores,
     end of period   4,068     1,051     5,119     4,068     1,051     5,119
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    1. Since the fourth quarter of 2008, this number excludes the "purchasing
       partners" and independent store operators to which we supply motor
       fuel, which were previously included with the affiliated stores.
       Opening balances were adjusted to reflect this new methodology.

    IMPACT Program

    During the fourth quarter, Couche-Tard implemented its IMPACT program in
93 company-operated stores, for a total of 422 stores since the beginning of
fiscal 2008. As a result, 61.3% of the company-operated stores have now been
converted to the IMPACT program, which gives the Company considerable
opportunity for future internal growth.

    Dividends

    On July 15, 2008, the Board of Directors of Couche-Tard declared a
dividend of Cdn$0.035 per share to shareholders on record as at July 24, 2008,
and approved its payment for August 1, 2008. This is an eligible dividend
within the meaning of the Income Tax Act.

    Share repurchase program

    Under its share repurchase program, Couche-Tard repurchased
2,062,200 Class A multiple voting shares during the fourth quarter at an
average cost of Cdn$14.98 and 1,393,206 Class B subordinate voting shares at
an average cost of Cdn$15.99. On a cumulative basis, as at April 27, 2008,
since the implementation of this program, repurchases total 2,116,600 Class A
multiple voting shares at an average cost of Cdn$15.05 and 4,045,606 Class B
subordinate voting shares at an average cost of Cdn$17.23.

    Subsequent Event

    On June 13, 2008, the Company entered into a new credit agreement
consisting of a revolving unsecured facility of an initial maximum amount of
$310.0 million with an initial maturity, terms and conditions similar to those
of the agreement held by the Company as at April 27, 2008, which is described
in note 17a) of the consolidated financial statements included in the 2008
Annual Report.

    Exchange Rate Data

    The Company reports in US dollars given the predominance of its operations
in the United States and its US dollar denominated debt.

    The following table presents relevant exchange rates information based
upon the Bank of Canada closing rates expressed as US dollars per Cdn$1.00:

                         12-week periods ended         52-week periods ended
                        -----------------------------------------------------
                            April 27, April 29,          April 27,  April 29,
                                2008      2007               2008       2007
                        -----------------------------------------------------
    Average for period(1)     0.9947    0.8633             0.9773     0.8789
    Period end                0.9840    0.8961             0.9840     0.8961
    -------------------------------------------------------------------------
    1. Calculated by taking the average of the closing exchange rates of each
       day in the applicable period.


    Selected Consolidated Financial Information

    The following tables highlight certain information regarding
    Couche-Tard's operations for the 12-week and the 52-week periods ended
    April 27, 2008 and April 29, 2007:

    (In millions
     of US
     dollars,
     unless
     otherwise     ----------------------------------------------------------
     stated)        12-week periods ended        52-week periods ended
                   ----------------------------------------------------------
                     April     April      Vari-    April     April      Vari-
                        27,       29,    ation        27,      29,     ation
                      2008      2007         %      2008     2007          %
                   ----------------------------------------------------------
    Statement
     of Operations
     Data:
    Merchandise and
     service
     revenues(1):
      United States  790.8     768.7       2.9   3,476.3   3,116.6      11.5
      Canada         373.5     318.4      17.3   1,724.4   1,500.4      14.9
                   ----------------------------------------------------------
      Total
       merchandise
       and service
       revenues    1,164.3   1,087.1       7.1   5,200.7   4,617.0      12.6
                   ----------------------------------------------------------
    Motor fuel
     revenues:
      United
       States      2,229.3   1,666.7      33.8   8,891.6   6,514.6      36.5
      Canada         312.2     218.8      42.7   1,277.7     955.8      33.7
                   ----------------------------------------------------------
      Total motor
       fuel
       revenues    2,541.5   1,885.5      34.8  10,169.3   7,470.4      36.1
                   ----------------------------------------------------------
    Total
     revenues      3 705.8   2,972.6      24.7  15,370.0  12,087.4      27.2
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    Merchandise
     and
     service
     gross
     profit(1):
      United
       States        262.4     255.5       2.7   1,146.5   1,046.9       9.5
      Canada         129.5     113.5      14.1     601.1     526.6      14.2
                   ----------------------------------------------------------
      Total
       merchandise
       and
       service
       gross
       profit        391.9     369.0       6.2   1,747.6   1,573.5      11.1
                   ----------------------------------------------------------
    Motor fuel
     gross profit:
      United
       States         67.7      82.8     (18.2)    393.9     372.1       5.9
      Canada          19.3      14.2      35.9      82.0      58.9      39.2
                   ----------------------------------------------------------
      Total
       motor
       fuel
       gross profit   87.0      97.0     (10.3)    475.9     431.0      10.4
                   ----------------------------------------------------------
    Total gross
     profit          478.9     466.0       2.8   2,223.5   2,004.5      10.9
    Operating,
     selling,
     administrative
     and general
     expenses        415.2     367.0      13.1   1,738.9   1,512.4      15.0
    Depreciation
     and
     amortization
     of property
     and equipment
     and other
     assets           39.9      34.4      16.0     172.5     133.8      28.9
                   ----------------------------------------------------------
    Operating
     income           23.8      64.6     (63.2)    312.1     358.3     (12.9)
                   ----------------------------------------------------------
    Net earnings      15.5      33.4     (53.6)    189.3     196.4      (3.6)
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    Other Operating
     Data:
    Merchandise and
     service gross
     margin(1):
      Consolidated    33.7%     33.9%     (0.2)     33.6%     34.1%     (0.5)
      United
       States         33.2%     33.2%        -      33.0%     33.6%     (0.6)
      Canada          34.7%     35.6%     (0.9)     34.9%     35.1%     (0.2)
    Growth of
     same-store
     merchandise
     revenues(2)(3):
      United
       States          0.1%      3.4%                2.5%      3.3%
      Canada           2.2%      3.3%                4.0%      2.6%
    Motor fuel
     gross margin:
      United
       States
       (cents per
       gallon)(3):   10.02     13.12     (23.6)    13.58     14.90      (8.9)
      Canada
       (Cdn cents
       per litre)     5.25      4.67      12.4      5.08      4.31      17.9
    Volume of motor
     fuel sold(4):
      United
       States
       (millions of
       gallons)      697.3     671.0       3.9   3,019.9   2,609.0      15.7
      Canada
       (millions of
       litres)       370.1     351.0       5.4   1,655.0   1,554.5       6.5
    Growth of
     same-store
     motor fuel
     volume(3):
      United
       States          0.9%     (2.5%)              (0.2%)     2.9%
      Canada           5.8%      5.2%                6.3%      4.8%
                   ----------------------------------------------------------
    Per Share Data:
      Basic net
       earnings per
       share (dollars
       per action)    0.08      0.17     (52.9)     0.94      0.97      (3.1)
      Diluted net
       earnings per
       share (dollars
       per action)    0.08      0.16     (50.0)     0.92      0.94      (2.1)

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

                                                   April     April      Vari-
                                                      27,       29,    ation
                                                    2008      2007         $
                   ----------------------------------------------------------
    Balance Sheet Data:
      Total assets                               3,320.6   3,043.2     277.4
      Interest-bearing debt                        842.2     870.0     (27.8)
      Shareholders' equity                       1,253.7   1,145.4     108.3
    Ratios:
      Net interest-bearing debt/total
       capitalization(5)                        0.33 : 1  0.39 : 1
      Net interest-bearing debt/EBITDA(6)       1.29 : 1  1.48 : 1
    -------------------------------------------------------------------------
    1. Includes other revenues derived from franchise fees, royalties and
       rebates on some purchases by franchisees and licensees.
    2. Does not include services and other revenues (as described in footnote
       1 above). Growth in Canada is calculated based on Canadian dollars.
    3. For company-operated stores only.
    4. Includes volume of franchisees and dealers.
    5. This ratio is presented for information purposes only and represents a
       measure of financial condition used especially in financial circles.
       It represents the following calculation: long-term interest-bearing
       debt, net of cash and cash equivalents and temporary investments,
       divided by the addition of shareholders' equity and long-term debt,
       net of cash and cash equivalents and temporary investments. It does
       not have a standardized meaning prescribed by Canadian GAAP and
       therefore may not be comparable to similar measures presented by other
       public companies.
    6. This ratio is presented for information purposes only and represents a
       measure of financial condition used especially in financial circles.
       It represents the following calculation: long-term interest-bearing
       debt, net of cash and cash equivalents and temporary investments,
       divided by EBITDA (Earnings Before Interest, Tax, Depreciation and
       Amortization). It does not have a standardized meaning prescribed by
       Canadian GAAP and therefore may not be comparable to similar measures
       presented by other public companies.

    Operating Results

    Revenues amounted to $3.7 billion for the 12-week period ended April 27,
2008, up $733.2 million, for an increase of 24.7%, of which $475.5 million is
attributable to soaring motor fuel prices, $120.1 million results from major
acquisitions(1) and $89.8 million were generated from the appreciating value
of the Canadian dollar. For the fiscal year, Couche-Tard's growth in revenues
was $3.3 billion or 27.2%, which boosted its revenues to $15.4 billion. The
proportion of its business in the United States is 80.5% compared with 79.7%
for the previous year.
    For the fourth quarter of fiscal 2008, growth of same-store merchandise
revenues in the United States stood at 0.1% and 2.2% in Canada. Anemic growth
in the United States is explained by difficult economic conditions, especially
in the southern part of U.S. The situation was magnified by a significant rise
in motor fuel retail price at the pump, leaving that much less margin on
consumers' personal disposable income for in-store purchases. Finally, a
tightened application of immigration laws in Arizona noticeably affected sales
within the business unit whose stores had a strong concentration of Hispanic
consumers. In Canada, Couche-Tard believes the performance to be satisfactory
given the competitive landscape in Central and Eastern Canada, the growing
smuggling on tobacco products and changing weather conditions. To achieve this
level of performance, business units in Canada marketed and featured products
in growing demand, including value brand cigarettes and certain beverages.
Additionally, business units in the United States and Canada both pursued the
implementation of one of Couche-Tard's key success factors: the IMPACT
program.
    During fiscal 2008, merchandise and service revenues grew by
$583.7 million or 12.6%, of which $268.1 million was generated by major
acquisitions and $168.5 million was generated by the 9.1% appreciation of the
Canadian dollar against its U.S. counterpart. Internal growth, as measured by
the growth of same-store merchandise revenues, was 2.5% in the United States
and 4.0% in Canada.

    Motor fuel revenues increased by $656.0 million or 34.8% for the 12-week
period ended April 27, 2008, of which $475.5 million stems from a higher
average retail price at the pump in the Company's U.S. and Canadian
company-operated stores, as shown in the following table:

                                                                    Weighted
    Quarter                      1st       2nd       3rd       4th   average
    -------------------------------------------------------------------------
    52-week period ended
     April 27, 2008
      United States (US
       dollars per gallon)      2.98      2.73      2.96      3.22      2.97
      Canada (Cdn cents
       per litre)              98.49     92.35     95.92    103.69     97.43
    52-week period ended
     April 29, 2007
      United States (US
       dollars per gallon)      2.86      2.61      2.26      2.52      2.52
      Canada (Cdn cents
       per litre)              96.08     89.87     80.27     90.11     88.42
    -------------------------------------------------------------------------

    The major acquisitions contributed 30.3 million additional gallons during
the 12-week period ended April 27, 2008, or $96.5 million in revenues. The
appreciation of the Canadian dollar against its U.S. counterpart was also
responsible for $40.9 million of the increase. The same-store motor fuel
volume rose 0.9% in the United States and 5.8% in Canada. The poor performance
in the United States can be explained by the unfavorable economic climate in
the southern part of U.S. and by the drop in demand resulting from the sharp
increase in retail prices at the pump. This was partially offset by pricing
strategies focusing on maintaining customer traffic. Growth in Canada is
primarily due to the strong economy in Western Canada combined with the
popularity and improvement of the CAA program in Quebec and a more focused
pricing strategy in Ontario.
    For fiscal 2008, motor fuel revenues rose $2.7 billion, up 36.1%, of which
$1.2 billion stem from higher prices at the pump in company-operated stores in
the United States and Canada. Major acquisitions contributed 412.2 million
additional gallons during 2008, or $1.2 billion in revenues. The appreciation
of the Canadian dollar against its U.S. counterpart was also responsible for
$128.8 million of the increase. The same-store motor fuel volume fell 0.2% in
the United States and rose 6.3% in Canada.

    -----------------------
    (1) "Major acquisitions" referred to herein encompass the acquisition of
        seven stores or more that have not been in operation for a full
        12-month period during fiscal 2008.

    Merchandise and service gross margin was 33.7% in the fourth quarter of
2008, compared with 33.9% in the fourth quarter of 2007. In the United States,
the gross margin was 33.2%, identical to last year. The Company was successful
in maintaining its gross margin in the U.S. because its business units were
able to transfer to the consumer a fair portion of cost price increases driven
by the marked worldwide price increase in certain commodities and raw
materials. In Canada, the margin fell to 34.7%, resulting mainly from
aggressive promotions in the milk and cigarettes product segments, from a
temporary and unfavourable change in the product mix, as well as from
non-recurring supplier rebates received during the fourth quarter of fiscal
2007.
    For fiscal 2008, the merchandise and service gross margin was 33.6%, with
33.0% in the United States, a 0.6% decrease, and 34.9% in Canada, down from
35.1% in 2007. In the United States, the drop is primarily due to aggressive
and targeted promotions during the first three quarters. In addition, some
acquisitions with discount-based strategies have also lowered the gross margin
in the U.S.
    Motor fuel gross margin for company-operated stores in the United States
fell 3.10 cents per gallon, from 13.12 cents per gallon last year to
10.02 cents per gallon this quarter. The significant drop in margin results
from marked and successive increases in product costs that the Company's
business units were not able to transfer immediately to the consumers because
of very competitive market conditions. In Canada, the margin rose, reaching
Cdn5.25 cents per litre compared with Cdn4.67 cents per litre for the
corresponding quarter in 2007. The key distinction between the Canadian and
U.S. markets lies in the virtually immediate adjustment of retail prices in
Canada following cost price increases. For fiscal year 2008, the motor fuel
gross margin for company-operated stores in the United States reached 13.58
cents per gallon compared to 14.90 cents per gallon last year. In Canada, the
margin rose, reaching Cdn5.08 cents per litre compared with Cdn4.31 cents per
litre in fiscal 2007.
    Couche-Tard takes this opportunity to underscore that, in normal economic
conditions, the sometimes high volatility of motor fuel gross margins from one
quarter to another tends to stabilize on an annual basis. This reality is less
apparent than usual in fiscal year 2008 due to exceptionally low margins
generated during the fourth quarter. The drop in the net margin is even
steeper when factoring in expenses related to electronic payment modes. The
motor fuel gross margin of Couche-Tard's company-operated stores in the United
States as well as the impact of expenses related to electronic payment modes
for the last eight quarters were as follows:

    (US cents per gallon)
                                                                    Weighted
    Quarter                      1st       2nd       3rd       4th   average
    -------------------------------------------------------------------------
    52-week period ended
     April 27, 2008
      Before deduction of
       expenses related to
       electronic payment
       modes                   16.73     13.04     14.38     10.02     13.58
      Expenses related to
       electronic payment
       modes                    4.15      3.82      3.98      4.02      3.99
      -----------------------------------------------------------------------
      After deduction of
      expenses related to
      electronic payment
      modes                    12.58      9.22     10.40      6.00      9.59
      -----------------------------------------------------------------------
    52-week period ended
     April 29, 2007
      Before deduction of
       expenses related to
       electronic payment
       modes                   13.60     20.73     13.19     13.12     14.90
      Expenses related to
       electronic payment
       modes                    3.82      3.77      3.12      3.59      3.52
      -----------------------------------------------------------------------
      After deduction of
       expenses related to
       electronic payment
       modes                    9.78     16.96     10.07      9.53     11.38
      -----------------------------------------------------------------------
    -------------------------------------------------------------------------

    Operating, selling, administrative and general expenses rose by 1.9% as a
percentage of merchandise and service revenues on a quarterly basis and they
increased 0.7% over the year. Excluding expenses related to electronic payment
modes, operating, selling, administrative and general expenses increased 1.6%
on a quarterly basis and 0.2% over the year. These increases are mostly driven
by the rise in rental charges, the overall increase in labour costs and
conversion expenses for certain of the Company's motor fuel equipment in order
to comply with ethanol distribution standards. Finally, the rising popularity
of electronic payment modes further contributed to the increase of these
expenses which were already boosted by rising retail prices at the pump and
increased motor fuel volume.

    Earnings before interests, taxes, depreciation and amortization 
(EBITDA)(1) was $63.7 million in the fourth quarter, down 35.7% compared with
last year, primarily due to weak motor fuel margins and the increase in
certain operating expenditures, i.e. electronic payment modes expenditures.
For the year, EBITDA decreased 1.5% to $484.6 million, of which $32.6 million
stems from major acquisitions.

    Depreciation and amortization of property and equipment and other assets
increased primarily due to investments made over the past 12 months through
acquisitions and due to the ongoing implementation of the IMPACT program in
the network.

    Financial expenses decreased $5.3 million during the fourth quarter of
2008 compared with the quarter ended April 29, 2007, while they increased
$6.6 million in fiscal 2008. The decrease over the quarter is due to a drop in
average borrowings and a lower average interest rate, while during the year,
the increase is due to higher average borrowings partially offset by the drop
in the average interest rate.
    During the fourth quarter of 2008, the Company recovered $0.8 million in
income taxes, compared to an income tax expense of $16.8 million last year.
The recovered amount for the quarter results from the adjustment of the
effective income tax rate taking into account the actual results of the fourth
quarter.
    In fiscal 2008, the income tax rate is 26.5%, down from the 36.7% posted
last year. This significant decrease is partly due to the reversal in 2008 of
the unusual income tax expense of $9.9 million recorded during the during
fiscal 2007 following the adoption by the Government of Quebec of Bill 15 in
the National Assembly of Quebec. Excluding this aspect, the income tax rate
for 2008 is 30.3% compared with 33.5% last year. This increase is explained by
a change in the breakdown of the earnings before income taxes between various
fiscal jurisdictions.

    Net earnings for the fourth quarter of fiscal 2008 is $15.5 million, which
equals $0.08 per share (same on a diluted basis), compared with $33.4 million
last year ($0.16 per share on a diluted basis), a decrease of $17.9 million.
This drop is due to the weak motor fuel gross margin in the United States, to
higher expenses related to electronic payment modes and to the economic slack
of our business units in the southern part of U.S. In addition, major
acquisitions negatively impacted net earnings by $1.0 million, chiefly because
of net motor fuel margins lower than historical averages. These items were
partially offset by the excellent performance of certain of the Company's
business units and by the income tax recovery during the fourth quarter of
2008, which takes into account the adjustment to the income tax expenses based
on the annual effective tax rate.
    Couche-Tard closed fiscal 2008 with net earnings of $189.3 million, which
equals $0.94 per share or $0.92 per share on a diluted basis, compared with
$196.4 million last year ($0.94 per share on a diluted basis), a decrease of
$7.1 million or 3.6%.

    Liquidity and Capital resources

    Couche-Tard's capital expenditures and acquisitions carried out during
fiscal 2008 were mainly financed using its available cash. In the future,
Couche-Tard is confident that it will be able to finance its capital
expenditures and acquisitions through a combination of cash flows from
operating activities, additional debt, monetization of its real estate
portfolio and, as a last resort, by share issuances.
    As at April 27, 2008, $500.3 million of the Company's term revolving
unsecured operating credit had been used. The weighted average effective
interest rate was 3.51% for the US dollar portion and 4.21% for the Canadian
dollar portion. The Company also has a $334.7 million subordinated unsecured
debt (nominal value amounting to $350.0, net of attributable financing costs
of $11.5, adjusted for the fair value of the interest rate swaps designated as
a fair value hedge of the debt ) carrying an effective interest rate of 8.23%
(6.61% taking into account the effect of the interest rate swap). In addition,
standby letters of credit in the amount of Cdn$0.7 million and
Cdn$17.9 million were outstanding as at April 27, 2008.

    ------------------------
    (1) Earnings before interests, taxes, depreciation and amortization is
        not a performance measure defined by Canadian GAAP, but management,
        investors and analysts use this measure to evaluate the operating and
        financial performance of the Company. Note that Couche-Tard's
        definition of this measure may differ from the ones used by other
        companies.


    Selected Consolidated Cash Flow Information

    (In millions
     of US dollars)     12-week periods ended         52-week periods ended
                    ---------------------------------------------------------
                     April     April      Vari-    April     April      Vari-
                        27,       29,    ation        27,       29,    ation
                      2008      2007         $      2008      2007         $
                    ---------------------------------------------------------
    Operating
     activities
      Cash flows(1)   65.4      55.5       9.9     359.2     328.7      30.5
      Other           67.9     117.1     (49.2)      0.6      74.3     (73.7)
                    ---------------------------------------------------------
    Net cash
     provided by
     operating
     activities      133.3     172.6     (39.3)    359.8     403.0     (43.2)
                    ---------------------------------------------------------
    Investing
     activities
      Purchase of
       property and
       equipment,
       net of
       proceeds
       from the
       disposal of
       property and
       equipment     (96.9)   (138.5)     41.6    (259.3)   (355.6)     96.3
      Proceeds from
       sale and
       leaseback
       transactions    5.7      10.1      (4.4)    172.4      35.5     136.9
      Business
       acquisitions   (0.3)    (38.9)     38.6     (70.7)   (600.6)   (529.9)
      Other           (0.1)      3.5      (3.6)     (2.8)      0.5      (3.3)
                    ---------------------------------------------------------
    Net cash used in
     investing
     activities      (91,6)   (163.8)     72.2    (160.4)   (920.2)    759.8
                    ---------------------------------------------------------
    Financing
     activities
      Increase
       (decrease) in
       long-term
       debt           84.8     (57.4)    142.2     (14.3)    345.8    (360.1)
      Share
       repurchase    (53.0)        -     (53.0)   (101.3)        -    (101.3)
      Dividends       (6.9)     (5.2)     (1.7)    (25.6)    (19.5)     (6.1)
      Issuance of
       shares            -       0.3      (0.3)      4.7       1.1       3.6
                    ---------------------------------------------------------
    Net cash provided
     by (used in)
     financing
     activities       24.9     (62.3)     87.2    (136.5)    327.4    (463.9)
                    ---------------------------------------------------------
                    ---------------------------------------------------------
    Company credit
     rating
      Standard and
       Poor's           BB        BB                  BB        BB
      Moody's          Ba1       Ba1                 Ba1       Ba1
    -------------------------------------------------------------------------
    1. These cash flows are presented for information purposes only and
       represent a performance measure used especially in financial circles.
       They represent cash flows from net earnings, plus depreciation and
       amortization, loss on disposal of assets and future income taxes. They
       do not have a standardized meaning prescribed by Canadian GAAP and
       therefore may not be comparable to similar measures presented by other
       public companies.


    Operating activities

    Net cash from operating activities reached $359.8 million during fiscal
2008 and $133.3 million during the fourth quarter, down $43.2 million and
$39.3 million respectively compared to 2007. This decrease is mainly due to
increases in motor fuel inventory costs and increased credit and debit cards
receivables driven by higher motor fuel prices and growing usage of these
modes of payment.

    Investing activities

    Capital expenditures are primarily related to the ongoing implementation
of Couche-tard's IMPACT program throughout its network, to new constructions
as well as the replacement of equipment in some of its stores to enhance the
offering of products and services as well as the addition of new stores.
During fiscal 2008, Couche-Tard also invested $70.7 million to acquire 44
company-operated stores. Finally, sale and leaseback transactions generated
$172.4 million, namely the transaction involving 83 sites sold to Cole Credit
Property Trust II, Inc. for a total sale price of $131.4 million.

    Financing activities

    During fiscal 2008, Couche-Tard proceeded with the repurchase of 2,116,600
Class A multiple voting shares at an average cost of Cdn$15.05 and 4,045,606
Class B subordinate voting shares at an average cost of Cdn$17.23, for a total
of $101.3 million. During the fourth quarter of 2008, Couche-Tard repurchased
2,062,200 Class A multiple voting shares at an average cost of Cdn$14.98 and
1,393,206 Class B subordinate voting shares at an average cost of Cdn$15.99,
for a total of $53.0 million.

    Financial Position

    As demonstrated by the indebtedness ratios included in the "Selected
Consolidated Financial Information" section and by the cash flows, Couche-Tard
has an excellent financial position.

    Total consolidated assets of $3.3 billion as at April 27, 2008 increased
by $277.4 million compared with the previous year. The growth is primarily a
result of the increase of:

    - $76.7 million in property and equipment, largely due to capital
      investments during the year, partially offset by disposals related to
      sale and leaseback transactions;

    - $74.3 million from cash and cash equivalents;

    - $62.4 million in inventory, largely due to a jump in cost price of
      motor fuel; and

    - $52.7 million in accounts receivable chiefly explained by an increase
      in credit and debit cards receivable.

    Summary of Quarterly Results
    -------------------------------------------------------------------------

    (In millions of
     US dollars
     except for per
     share data,                                       52-week period
     unaudited)                                    ended April 27, 2008
    -------------------------------------------------------------------------
    Quarter                                4th       3rd       2nd       1st
    Weeks                             12 weeks  16 weeks  12 weeks  12 weeks
                                     ----------------------------------------
    Revenues                           3,705.8   4,590.9   3,499.8   3,573.5
                                     ----------------------------------------
    Earnings before depreciation
     and amortization of property
     and equipment and other assets,
     financial expenses and
     income taxes                         63.7     130.6     135.2     155.1
    Depreciation and amortization
     of property and equipment
     and other assets                     39.9      53.8      41.1      37.7
                                     ----------------------------------------
    Operating income                      23.8      76.8      94.1     117.4
                                     ----------------------------------------
    Financial expenses                     9.1      16.7      13.8      15.0
                                     ----------------------------------------
    Net earnings                          15.5      50.5      54.2      69.1
                                     ----------------------------------------
                                     ----------------------------------------
    Net earnings per share
      Basic                              $0.08     $0.25     $0.27     $0.34
      Diluted                            $0.08     $0.24     $0.26     $0.33
    -------------------------------------------------------------------------




    (In millions of
     US dollars
     except for per
     share data,                                       52-week period
     unaudited)                                    ended April 29, 2007
    -------------------------------------------------------------------------
    Quarter                                4th       3rd       2nd       1st
    Weeks                             12 weeks  16 weeks  12 weeks  12 weeks
                                     ----------------------------------------
    Revenues                           2,972.6   3,498.0   2,759.7   2,857.1
                                     ----------------------------------------
    Earnings before depreciation
     and amortization of property
     and equipment and other assets,
     financial expenses and
     income taxes                         99.0     125.0     149.2     118.9
    Depreciation and amortization
     of property and equipment
     and other assets                     34.4      43.3      28.3      27.8
                                     ----------------------------------------
    Operating income                      64.6      81.7     120.9      91.1
                                     ----------------------------------------
    Financial expenses                    14.4      16.6       8.5       8.5
                                     ----------------------------------------
    Net earnings                          33.4      43.7      74.7      44.6
                                     ----------------------------------------
                                     ----------------------------------------
    Net earnings per share
      Basic                              $0.17     $0.22     $0.37     $0.22
      Diluted                            $0.16     $0.21     $0.36     $0.21
    -------------------------------------------------------------------------

    Outlook

    During fiscal 2009, Couche-Tard will pursue its investments in order to
deploy the IMPACT program in approximately 350 stores and acquire
approximately between 200 and 300 stores. The Company's capital budget for the
fiscal year 2009 is approximately $275.0 million, which Couche-Tard plans to
finance with its net cash provided by operating activities.
    "Given the challenging conditions affecting our industry, we intend to
leverage our strengths, namely our expertise and our solid financial position,
in order to consolidate and even reinforce our position as leader, in addition
to expanding our network by acquiring stores that will suitably improve our
results," concluded Mr. Bouchard.

    Profile

    Alimentation Couche-Tard Inc. is the leader in the Canadian convenience
store industry. In North America, Couche-Tard is the second largest
independent convenience store operator (whether integrated with a petroleum
company or not) in terms of number of stores. Couche-Tard currently operates a
network of 5,119 convenience stores, 3,273 of which include motor fuel
dispensing, located in eleven large geographic markets, including eight in the
United States covering 29 states and three in Canada covering six provinces.
More than 45,000 people are employed throughout Couche-Tard's retail
convenience network and service centers.

    The statements set forth in this press release, which describes
Couche-Tard's objectives, projections, estimates, expectations or forecasts,
may constitute forward-looking statements within the meaning of securities
legislation. Positive or negative verbs such as "plan", "evaluate",
"estimate", "believe" and other related expressions are used to identify such
statements. Couche-Tard would like to point out that, by their very nature,
forward-looking statements involve risks and uncertainties such that its
results, or the measures it adopts, could differ materially from those
indicated or underlying these statements, or could have an impact on the
degree of realization of a particular projection. Major factors that may lead
to a material difference between Couche-Tard's actual results and the
projections or expectations set forth in the forward-looking statements
include the effects of the integration of acquired businesses and the ability
to achieve projected synergies, fluctuations in margins on motor fuel sales,
competition in the convenience store and retail motor fuel industries,
exchange rate variations, and such other risks as described in detail from
time to time in the reports filed by Couche-Tard with securities authorities
in Canada and the United States. Unless otherwise required by applicable
securities laws, Couche-Tard disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking information in
this release is based on information available as of the date of the release.

    Conference Call July 15, 2008 at 2:30 P.M. (Montreal Time)
    -------------------------------------------------------------------------

    Financial analysts and investors who wish to participate in the conference
call on Couche-Tard's results can dial 1-800-733-7560 a few minutes before the
start of the call. For those unable to participate, a taped re-broadcast will
be available July 15, 2008 from 4:30 p.m. until July 22, 2008 at 11:59 p.m.,
by dialing 1-877-289-8525 - access code 21275842 followed by the # key. Also,
a webcast of the conference call will be available on the website of the
Company for a period of 90 days after the conference call. Members of the
media and other interested parties are invited to listen in.


    CONSOLIDATED STATEMENTS OF EARNINGS
    (in millions of US dollars, except per share amounts, unaudited)

                                             12 weeks            52 weeks
    For the periods ended                April     April     April     April
                                            27,       29,       27,       29,
                                          2008      2007      2008      2007
    -------------------------------------------------------------------------
                                             $         $         $         $
    Revenues                           3,705.8   2,972.6  15,370.0  12,087.4
    Cost of sales                      3,226.9   2,506.6  13,146.5  10,082.9
    -------------------------------------------------------------------------
    Gross profit                         478.9     466.0   2,223.5   2,004.5
    - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - -
    Operating, selling,
     administrative and
     general expenses                    415.2     367.0   1,738.9   1,512.4
    Depreciation and amortization
     of property and equipment
     and other assets                     39.9      34.4     172.5     133.8
    -------------------------------------------------------------------------
                                         455.1     401.4   1,911.4   1,646.2
    -------------------------------------------------------------------------
    Operating income                      23.8      64.6     312.1     358.3
    Financial expenses                     9.1      14.4      54.6      48.0
    -------------------------------------------------------------------------
    Earnings before income taxes          14.7      50.2     257.5     310.3
    Income taxes (Note 10)                (0.8)     16.8      68.2     113.9
    -------------------------------------------------------------------------
    Net earnings                          15.5      33.4     189.3     196.4
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net earnings per share (Note 4)
      Basic                               0.08      0.17      0.94      0.97
      Diluted                             0.08      0.16      0.92      0.94
    Weighted average number of
     shares (in thousands)             198,549   202,180   201,486   202,119
    Weighted average number of
     shares - diluted (in thousands)   202,981   208,230   206,478   208,206
    Number of shares outstanding at
     end of period (in thousands)      196,727   202,335   196,727   202,335
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (NOTE 2)
    (in millions of US dollars, unaudited)

                                             12 weeks            52 weeks
    For periods ended                    April     April     April     April
                                            27,       29,       27,       29,
                                          2008      2007      2008      2007
    -------------------------------------------------------------------------
                                             $         $         $         $
    Net earnings                          15.5      33.4     189.3     196.4
    Other comprehensive income
    Changes in cumulative translation
     adjustments                         (19.5)     18.9      16.1      (2.8)
    -------------------------------------------------------------------------
    Other comprehensive income           (19.5)     18.9      16.1      (2.8)
    -------------------------------------------------------------------------
    Comprehensive income                  (4.0)     52.3     205.4     193.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    The accompanying notes are an integral part of the consolidated financial
    statements.


    CONSOLIDATED STATEMENTS OF CAPITAL STOCK
    (in millions of US dollars, unaudited)

    For the 52-week periods ended                            April     April
                                                                27,       29,
                                                              2008      2007
    -------------------------------------------------------------------------
                                                                 $         $
    Balance, beginning of period                             352.3     351.0
    Stock options exercised for cash                           4.7       1.1
    Fair value of stock options exercised                      1.8       0.2
    Carrying value of Class A multiple voting shares
     and Class B subordinate voting shares repurchased
     and cancelled                                           (10.0)        -
    -------------------------------------------------------------------------
    Balance, end of period                                   348.8     352.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    CONSOLIDATED STATEMENTS OF CONTRIBUTED SURPLUS
    (in millions of US dollars, unaudited)
    For the 52-week periods ended                            April     April
                                                                27,       29,
                                                              2008      2007
    -------------------------------------------------------------------------
                                                                 $         $
    Balance, beginning of period                              13.4       9.4
    Stock-based compensation expense (Note 6)                  4.0       4.2
    Fair value of stock options exercised                     (1.8)     (0.2)
    -------------------------------------------------------------------------
    Balance, end of period                                    15.6      13.4
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
    (in millions of US dollars, unaudited)

    For the 52-week periods ended                            April     April
                                                                27,       29,
                                                              2008      2007
    -------------------------------------------------------------------------
                                                                 $         $
    Balance, beginning of period                             681.9     505.0
    Impact of changes in accounting policies (Note 2)          0.9         -
    -------------------------------------------------------------------------
    Balance, beginning of period, as restated                682.8     505.0
    Net earnings                                             189.3     196.4
    -------------------------------------------------------------------------
                                                             872.1     701.4
    Dividends                                                (25.6)    (19.5)
    Excess of purchase price over carrying value
     of Class A multiple voting shares and Class B
     subordinate voting shares repurchased and cancelled     (71.5)        -
    -------------------------------------------------------------------------
    Balance, end of period                                   775.0     681.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER
     COMPREHENSIVE INCOME (NOTE 2)
    (in millions of US dollars, unaudited)

    For the 52-week periods ended                            April     April
                                                                27,       29,
                                                              2008      2007
    -------------------------------------------------------------------------
                                                                 $         $
    Balance, beginning of period                              97.8     100.6
    Impact of changes in accounting policies (Note 2)          0.4         -
    -------------------------------------------------------------------------
    Balance, beginning of period, as restated                 98.2     100.6
    Other comprehensive income                                16.1      (2.8)
    -------------------------------------------------------------------------
    Balance, end of period                                   114.3      97.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    The accompanying notes are an integral part of the consolidated financial
    statements.


    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions of US dollars, unaudited)

                                             12 weeks            52 weeks
    For periods ended                    April     April     April     April
                                            27,       29,       27,       29,
                                          2008      2007      2008      2007
    -------------------------------------------------------------------------
                                             $         $         $         $
    Operating activities
    Net earnings                          15.5      33.4     189.3     196.4
    Adjustments to reconcile net
     earnings to net cash provided
     by operating activities
      Depreciation and amortization
       of property and equipment
       and other assets, net of
       amortization of deferred credits   35.1      27.0     151.8     114.4
      Future income taxes                 12.7      (2.0)     19.0      21.7
      Loss (gain) on disposal of
       property and equipment and
        other assets                       2.1      (2.9)     (0.9)     (3.8)
      Deferred credits                     1.6       3.1      13.3      30.5
      Other                                4.4       5.4      24.2      13.1
      Changes in non-cash working
       capital                            61.9     108.6     (36.9)     30.7
    -------------------------------------------------------------------------
    Net cash provided by operating
     activities                          133.3     172.6     359.8     403.0
    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

    Investing activities
    Purchase of property and equipment  (103.6)   (142.7)   (280.3)   (373.4)
    Proceeds from sale and leaseback
     transactions                          5.7      10.1     172.4      35.5
    Business acquisitions (Note 3)        (0.3)    (38.9)    (70.7)   (600.6)
    Proceeds from disposal of property
     and equipment and other assets        6.7       4.2      21.0      17.8
    (Increase) decrease in other assets   (0.4)      1.1      (3.3)    (15.6)
    Deposit reimbursement on business
     acquisition                           0.3       2.4       0.5         -
    Temporary investments                    -         -         -      21.1
    Liabilities related to business
     acquisitions                            -         -         -      (5.0)
    -------------------------------------------------------------------------
    Net cash used in investing
     activities                          (91.6)   (163.8)   (160.4)   (920.2)
    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

    Financing activities
    Repurchase of Class A multiple
     voting shares and Class B
     subordinate voting shares           (53.0)        -    (101.3)        -
    Dividends paid                        (6.9)     (5.2)    (25.6)    (19.5)
    Increase (decrease) in
     long-term debt                       84.8         -     (14.3)    513.0
    Issuance of shares                       -       0.3       4.7       1.1
    Repayment of long-term debt              -     (57.4)        -    (167.2)
    -------------------------------------------------------------------------
    Net cash provided (used in) by
     financing activities                 24.9     (62.3)   (136.5)    327.4
    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
    Effect of exchange rate fluctuations
     on cash and cash equivalents          0.3       4.1      11.4         -
    -------------------------------------------------------------------------
    Net increase (decrease) in cash
     and cash equivalents                 66.9     (49.4)     74.3    (189.8)
    Cash and cash equivalents,
     beginning of period                 149.1     191.1     141.7     331.5
    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period                       216.0     141.7     216.0     141.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental information:
      Interest paid                        4.6       7.9      59.5      50.6
      Income taxes paid                   38.6      18.7      89.0      57.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    The accompanying notes are an integral part of the consolidated financial
    statements.


    CONSOLIDATED BALANCE SHEETS
    (in millions of US dollars)

                                                             As at     As at
                                                             April     April
                                                                27,       29,
                                                              2008      2007
                                                        (unaudited)       (1)
    -------------------------------------------------------------------------
                                                                 $         $
    Assets

    Current assets
      Cash and cash equivalents                              216.0     141.7
      Accounts receivable                                    251.7     199.0
      Inventories                                            444.5     382.1
      Prepaid expenses                                         8.3      13.5
      Future income taxes                                     24.7      22.7
    -------------------------------------------------------------------------
                                                             945.2     759.0
    Property and equipment                                 1,748.3   1,671.6
    Goodwill                                                 402.6     373.8
    Trademarks and licenses                                  170.3     168.7
    Deferred charges                                          13.8      25.8
    Other assets                                              39.5      43.4
    Future income taxes                                        0.9       0.9
    -------------------------------------------------------------------------
                                                           3,320.6   3,043.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Liabilities

    Current liabilities
      Accounts payable and accrued liabilities               842.7     740.3
      Income taxes payable                                    18.6      46.6
      Current portion of long-term debt                        1.2       0.5
      Future income taxes                                        -       0.1
    -------------------------------------------------------------------------
                                                             862.5     787.5
    Long-term debt                                           841.0     869.5
    Deferred credits and other liabilities                   253.8     161.9
    Future income taxes                                      109.6      78.9
    -------------------------------------------------------------------------
                                                           2,066.9   1,897.8
    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


    Shareholders' equity

    Capital stock                                            348.8     352.3
    Contributed surplus                                       15.6      13.4
    Retained earnings (Note 2)                               775.0     681.9
    Accumulated other comprehensive income (Note 2)          114.3      97.8
    -------------------------------------------------------------------------
                                                           1,253.7   1,145.4
    -------------------------------------------------------------------------
                                                           3,320.6   3,043.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) The balance sheet as of April 29, 2007 has been derived from the
    audited consolidated financial statements at that date but does not
    include all of the information and footnotes required by Canadian
    Generally Accepted Accounting Principles for complete financial
    statements.

    The accompanying notes are an integral part of the consolidated financial
    statements.


    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in millions of US dollars, except per share and stock option data,
    unaudited)

    1. CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

    The unaudited interim consolidated financial statements have been prepared
by the Company in accordance with Canadian generally accepted accounting
principles and have not been subject to a review engagement by the Company's
external auditors. These consolidated financial statements were prepared in
accordance with the same accounting policies and methods as the audited annual
consolidated financial statements for the year ended April 29, 2007, with the
exception of the accounting changes described in Note 2 below. The unaudited
interim consolidated financial statements do not include all the information
for complete financial statements and should be read in conjunction with the
audited annual consolidated financial statements and notes thereto in the
Company's 2007 Annual Report (the 2007 Annual Report). The results of
operations for the interim periods presented do not necessarily reflect
results expected for the full year.
    The Company's business follows a seasonal pattern. The busiest period is
the first half-year of each fiscal year, which includes summer's sales.

    2. ACCOUNTING CHANGES

    Capital disclosures and financial instruments disclosures and
    presentation

    On February 5, 2008 the Company adopted early Canadian Institute of
Chartered Accountants (CICA) Handbook Section 3862 "Financial Instruments -
Disclosures", Section 3863 "Financial Instruments - Presentation" and Section
1535 "Capital Disclosures".
    Section 3862 describes the required disclosures related to the
significance of financial instruments on the entity's financial position and
performance and the nature and extent of risks arising from financial
instruments to which the entity is exposed and how the entity manages those
risks. This Section complements principles of recognition, measurement and
presentation of financial instruments of Section 3855 "Financial Instruments -
Recognition and Measurement", 3863 "Financial Instruments - Presentation" and
3865 "Hedges".
    Section 3863 establishes standards for presentation of financial
instruments and non-financial derivatives. It replaces the standards included
in Section 3861 "Financial Instruments - Disclosure and Presentation".
    Section 1535 establishes standards for disclosing information about an
entity's capital and how it is managed to enable users of financial statements
to evaluate the entity's objectives, policies and procedures for managing
capital.
    The results of the implementation of these new standards are included in
Note 8 and had no impact on the Company's financial results.

    Financial Instruments - Recognition and Measurement

    On April 30, 2007, the Company adopted CICA Handbook Section 3855
"Financial Instruments - Recognition and Measurement", which establishes
standards for recognition and measurement of financial assets, financial
liabilities and non-financial derivatives. This new standard was implemented
retroactively without restatement of prior periods financial statements. For
embedded derivatives instruments, the Company elected April 29, 2002 as its
transition date.

    The Company made the following classifications:

                                                             Classification
    Financial assets    Classification     Subsequent         of gains and
     and liabilities                        measurement(1)    losses

    Cash and cash       Held-for-trading   Fair value        Net earnings
     equivalents
    Accounts            Loans and          Amortized cost    Net earnings
     receivable          receivables
    Investments in      Available-         Fair value        Other
     publicly-traded     for-sale                             comprehensive
     securities                                               income
    Bank indebtedness   Other financial    Amortized cost    Net earnings
     and long-term       liabilities
     debt
    Accounts payable    Other financial    Amortized cost    Net earnings
     and accrued         liabilities
     expenses

    (1) Initial measurement of all financial assets and liabilities is at
        fair value.

    As at April 30, 2007, the impact of the implementation of the
classifications described above is a $0.5 increase in Other assets, a
$0.1 increase in the long-term Future income tax liability and a $0.4 increase
in Accumulated Other comprehensive income. These adjustments relate to an
investment in publicly-traded securities held by the Company, included in
Other assets. The value of this investment is not significant.

    Section 3855 also requires that transaction costs be i) recognized in
income when incurred or ii) added to or deducted from the amount of the
financial asset or liability to which they are directly attributable when the
asset or liability is not classified as held-for-trading. The Company has
deferred financing costs attributable to its Subordinated unsecured debt which
were previously deferred and amortized over the term of the debt.
Consequently, the Company elected to apply the accounting policy that consists
of deducting financing costs from the amount of the financial liability to
which they are directly attributable. As of April 30, 2007, this change
resulted in a decrease of $11.6 in Deferred charges, of $13.1 in Long-term
debt, in an increase of $0.6 in the long-term Future income tax liability and
of $0.9 in Retained earnings.

    Hedges

    Effective April 30, 2007, the Company adopted CICA Handbook Section 3865
"Hedges", which establishes circumstances under which hedge accounting may be
applied. The purpose of hedge accounting is to ensure that gains, losses,
revenues and expenses related to a hedging item and to the hedged item are
recognized in net earnings in the same period.
    As described in Notes 4 and 23 of the consolidated financial statements
included in the 2007 Annual Report, the Company uses interest rate swaps as
part of its program for managing the interest rate of its Subordinated
unsecured debt. These interest rate swaps have been designated and documented
as an effective fair value hedge of the Subordinated unsecured debt. Under the
new standard, changes in the fair value of the swaps and the debt are
recognized in net earnings, counterbalancing each other, except for any
ineffective portion of the hedging relationship. On the balance sheet, the
fair value of the interest swaps is recorded in Other assets if it is
favourable for the Company or in Deferred credits and other liabilities if it
is unfavourable for the Company.
    As at April 30, 2007, these changes resulted in an increase of $14.9 in
Deferred credits and other liabilities and in a decrease of $14.9 in Long-term
debt.
    The Company also designates its entire US dollars denominated long-term
debt as a foreign exchange hedge of its net investment in its U.S.
self-sustaining operations. Accordingly, corresponding foreign exchange gains
and losses are recorded in Accumulated other comprehensive income in the
Shareholders' equity to offset the foreign currency translation adjustments on
the investments.

    Comprehensive Income

    On April 30, 2007, the Company adopted CICA Handbook Section 1530
"Comprehensive Income". This Section introduces a new financial statement
which presents the change in equity of an enterprise from transactions and
other events and circumstances from non-owner sources. These transactions
include net changes in unrealized gains and losses on translating Canadian and
corporate operations into the reporting currency as well as unrealized gains
and losses related to changes in the fair value of certain financial
instruments that are not recorded in net earnings. These two types of
transactions are recorded in Other comprehensive income.
    The result of the implementation of this new standard is that, beginning
in the first quarter of fiscal 2008, the Company includes, in its consolidated
financial statements, a consolidated statement of comprehensive income while
the cumulative net changes in other comprehensive income are included in
Accumulated other comprehensive income, which is presented as a new category
of Shareholders' equity and a new statement. Consequently, an amount of $97.8
presented in cumulative translation adjustments as at April 29, 2007 has been
reclassified to Accumulated other comprehensive income.

    Equity

    Effective April 30, 2007, the Company adopted CICA Handbook Section 3251
"Equity", which replaces Section 3250 "Surplus". This new section establishes
standards for the presentation of equity and changes in equity during the
reporting period and requires the Company to present separately equity
components and changes in equity arising from i) net earnings; ii) other
comprehensive income; iii) other changes in retained earnings; iv) changes in
contributed surplus; v) changes in share capital; and vi) changes in reserves.

    3. BUSINESS ACQUISITIONS

    Effective June 5, 2007, the Company purchased 28 company-operated stores
and five land parcels from Sterling Stores LLC. The acquired stores operate
under the Sterling banner in northwest Ohio, United States.
    In addition, during the 52-week period ended April 27, 2008, the Company
purchased 18 stores through 15 distinct transactions.
    These acquisitions were settled for a total cash consideration of $70.7,
including direct acquisition costs. The preliminary allocations of the
purchase price of the acquisitions were established based on available
information and on the basis of preliminary evaluations and assumptions
management believes to be reasonable. Since the Company has not completed its
fair value assessment of the net assets acquired for all transactions, the
preliminary allocations are subject to adjustments to the fair value of the
assets and liabilities until the process is completed. The preliminary
allocations are based on the estimated fair values on the dates of
acquisition:

                                                                           $
      Tangible assets acquired
        Inventories                                                      3.8
        Property and equipment                                          59.6
    -------------------------------------------------------------------------
      Total tangible assets                                             63.4
    -------------------------------------------------------------------------
      Liabilities assumed
        Accounts payable and accrued liabilities                         0.3
        Deferred credits and other liabilities                           0.6
    -------------------------------------------------------------------------
      Total liabilities                                                  0.9
    -------------------------------------------------------------------------
      Net tangible assets acquired                                      62.5
    -------------------------------------------------------------------------
      Non-compete agreements                                             1.1
      Goodwill                                                           7.1
    -------------------------------------------------------------------------
      Total consideration paid, including direct
       acquisition costs                                                70.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The Company expects that approximately $5.7 of the goodwill related to
these transactions will be deductible for tax purposes.

    4. NET EARNINGS PER SHARE

                          12-week period                12-week period
                      ended April 27, 2008          ended April 29, 2007
                -------------------------------------------------------------
                            Weighted                      Weighted
                             average                       average
                              number                        number
                                  of       Net                  of       Net
                              shares  earnings              shares  earnings
                       Net  (in thou-      per       Net  (in thou-      per
                  earnings     sands)    share  earnings     sands)    share
                         $                   $         $                   $
                -------------------------------------------------------------
    Basic net
     earnings
     attributable
     to Class A
     and B
     shareholders     15.5   198,549      0.08      33.4   202,180      0.17
    Dilutive effect
     of stock
     options                   4,432         -               6,050     (0.01)
                -------------------------------------------------------------
    Diluted net
     earnings
     available for
     Class A and B
     shareholders     15.5   202,981      0.08      33.4   208,230      0.16
                -------------------------------------------------------------
                -------------------------------------------------------------

                          52-week period                52-week period
                      ended April 27, 2008          ended April 29, 2007
                -------------------------------------------------------------
                            Weighted                      Weighted
                             average                       average
                              number                        number
                                  of       Net                  of       Net
                              shares  earnings              shares  earnings
                       Net  (in thou-      per       Net  (in thou-      per
                  earnings     sands)    share  earnings     sands)    share
                -------------------------------------------------------------
                         $                   $         $                   $
    Basic net
     earnings
     attributable
     to Class A
     and B
     shareholders    189.3   201,486      0.94     196.4   202,119      0.97
    Dilutive effect
     of stock
     options                   4,992     (0.02)              6,087     (0.03)
                -------------------------------------------------------------
    Diluted net
     earnings
     available
     for Class A
     and B
     shareholders    189.3   206,478      0.92     196.4   208,206      0.94
                -------------------------------------------------------------
                -------------------------------------------------------------

    A total of 1,512,515 stock options are excluded from the calculation of
the diluted net earnings per share due to their antidilutive effect for the 12
and 52-week periods ended April 27, 2008. There are 504,996 stock options
excluded from the calculation for the 12 and 52-week periods ended April 29,
2007.

    5. CAPITAL STOCK

    As at April 27, 2008, the Company has 53,881,212 (56,175,312 as at
April 29, 2007) issued and outstanding Class A multiple voting shares each
comprising ten votes per share and 142,845,776 (146,159,574 as at April 29,
2007) outstanding Class B subordinate voting shares each comprising one vote
per share.

    6. STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

    As at April 27, 2008, 8,913,915 stock options for the purchase of Class B
subordinate voting shares are outstanding (9,326,866 as at April 29, 2007).
These stock options can be gradually exercised at various dates until
April 22, 2018, at an exercise price varying from Cdn$2.38 to Cdn$25.71. Nine
series of stock options totaling 295,000 stock options at exercise prices
ranging from Cdn$14.31 to Cdn$23.54 were granted since the beginning of the
fiscal year.
    For the 12 and 52-week periods ended as at April 27, 2008, the stock-based
compensation costs amount to $0.7 and $4.0, respectively. For the 12 and
52-week periods ended as at April 29, 2007, the stock-based compensation costs
amount to $1.4 and $4.2, respectively.
    The fair value of stock options granted is estimated at the grant date
using the Black & Scholes option pricing model on the basis of the following
weighted average assumptions for the stock options granted during the period:

      - risk-free interest rate of 3.98%;
      - expected life of 8 years;
      - expected volatility of 32.0%;
      - expected quarterly dividend of Cdn$0.033 per share.

    The weighted average fair value of stock options granted since the
beginning of the year is Cdn$8.04 (Cdn$11.64 as at April 29, 2007). A
description of the Company's stock-based compensation plan is included in Note
20 of the consolidated financial statements presented in the 2007 Annual
Report.

    7. EMPLOYEE FUTURE BENEFITS

    For the 12 and 52-week periods ended as at April 27, 2008, the Company's
total net pension expense included in its consolidated statement of earnings
amounts to $1.5 and $6.1, respectively. For the corresponding 12 and 52-week
periods ended as at April 29, 2007, the expense is $1.1 and $5.2,
respectively. The Company's pension plans are described in Note 21 of the
consolidated financial statements presented in the 2007 Annual Report.

    8. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT

    Financial risk management objectives and policies

    The Company's activities expose it to a variety of financial risks:
foreign exchange risk, interest rate risk, credit risk and liquidity risk. The
Company uses derivative financial instruments to hedge certain risk exposures,
primarily interest and foreign exchange risks.

    Foreign exchange risk

    One of the Company's subsidiaries, having the Canadian dollar as its
functional currency, holds certain US dollar dominated debt and investment in
self-sustaining U.S. foreign operations, which are exposed to variations
between the Canadian and US dollar exchange rate. To mitigate the foreign
currency translation risk, the Company has designated its entire US dollar
denominated long-term debt as a foreign exchange hedge of its net investment
in its U.S. self-sustaining foreign operations. Accordingly, foreign exchange
gains and losses are recorded in Other comprehensive income.
    As at April 27, 2008, everything else being equal, an hypothetical
strengthening (weakening) of 5.0% of the U.S. dollar against the Canadian
dollar would have had a favorable (unfavorable) impact of $44.9 on Other
comprehensive income.

    Interest rate risk

    The Company is exposed to interest rate risk through its long-term debt.
The Company's policy is to maintain most of its borrowings in variable rate
instruments using interest rate swaps when necessary.
    The Company's fixed rate long-term debt is exposed to a risk of change in
its fair value due to changes in interest rates. To mitigate this risk, the
Company has entered into fixed-to-variable interest rate swaps on its
Subordinated unsecured debt where it has agreed to swap the amount of the
difference between variable interest rate and the fixed rate, calculated on
the reference amounts. These interest rate swaps have been designated as a
fair value hedge of the Subordinated unsecured debt.

    The amounts outstanding at year end are as follows:

    Maturity(a)    Reference    Pays/receives   Fixed rate     Variable rate
    -------------------------------------------------------------------------
                           $                             %
    December 2013      100.0    pays variable          7.5   LIBOR six month
                               receives fixed                     plus 3.03%
    December 2013      100.0    pays variable          7.5   LIBOR six month
                               receives fixed                     plus 2.98%
    December 2013      150.0    pays variable          7.5   LIBOR six month
                               receives fixed                     plus 2.89%

    (a) Under certain conditions, the maturity date of the swaps can be
        altered to correspond with the repurchase conditions of the
        corresponding subordinated debt.

    The Company is exposed to a risk of change in cash flows due to changes in
interest rates on its variable rate long-term debt and does not currently hold
any derivative instruments that mitigate this risk. The Company analyses its
interest rate exposure on an on-going basis. Various scenarios are simulated
taking into consideration refinancing, renewal of existing positions,
alternative financing and hedging. Based on these scenarios, the Company
calculates the impact on net earnings of a defined interest rate shift. As at
April 27, 2008, the impact on net earnings of a 1.0% shift would not have been
significant. Fixed-to-variable interest rate swaps related to the Subordinated
unsecured debt have been included in this calculation.

    Credit risk

    The Company is exposed to credit risk with respect to Trade accounts
receivable and vendor rebates receivable, Credit and debit cards receivable
and interest rate swaps.
    Credit risk related to Trade accounts receivable and vendor rebates
receivable is limited considering the nature of the Company's activities and
its counterparties. Concentration of credit risk is minimal because of the
Company's diversified clientele, products and geography. As at April 27, 2008,
no single creditor accounted for over 10.0% of total Trade accounts receivable
and vendor rebates receivable and the related maximum credit risk exposure
corresponds to their carrying amount.
    The Company mitigates the credit risk related to Credit and debit cards
receivable by dealing with major financial institutions that have very low or
minimal credit risk. As at April 27, 2008, the maximum credit risk exposure
related to Credit and debit cards receivable corresponds to their carrying
amount.
    The Company is exposed to credit risk arising from interest rate swaps
when these swaps result in a receivable from the financial institutions. In
accordance with its risk management policy, the Company has entered into these
swaps with major financial institutions to reduce such credit risk.

    Liquidity risk

    Liquidity risk is the risk that the Company will encounter difficulties in
meeting its obligations associated with financial liabilities. The Company is
exposed to this risk mainly through its Long-term debt and Accounts payable
and accrued expenses. The Company's liquidity is mainly provided by cash flows
from operating activities, borrowings available under its revolving credit
facilities as well as potential sale and leaseback transactions.
    On an on-going basis, the Company monitors rolling forecasts of its
liquidity reserve on the basis of expected cash flows taking into account
operating needs, tax situation and capital requirements and ensures to have
sufficient flexibility under its available liquidity resources to meet its
obligations.
    Accounts payable and accrued expenses of $618.0 mature within a period of
one year or less. The Company's long-term debt maturities have been disclosed
in Note 17.

    Fair values

    The fair values of financial assets and liabilities, together with the
carrying amounts shown in the consolidated balance sheets, are as follows:

                                                 2008                2007
                                     ----------------------------------------
                                      Carrying      Fair  Carrying      Fair
                                        amount     value    amount     value
                                     ----------------------------------------
                                             $         $         $         $
    Cash and cash equivalents            216.0     216.0     141.7     141.7
    Trade accounts receivable and
     vendor rebates receivable           102.3     102.3      94.2      94.2
    Credit and debit cards receivable    133.0     133.0      90.7      90.7
    Accounts payable and accrued
     expenses                            618.0     618.0     537.0     537.0
    Subordinated unsecured debt          334.7     353.5     350.0     364.4
    Other long-term debt                 507.5     507.5     520.0     520.0
    Interest rate swaps (1)               (3.8)     (3.8)        -     (14.9)

    (1) A negative amount indicates an amount payable by the Company.

    The following methods and assumptions were used to determine the estimated
fair value of each class of financial instruments:

      - The fair value of Cash and cash equivalents, Trade accounts
        receivable and vendor rebates receivable, Credit and debit cards .
        receivable, receivable related to interest rate swaps and Accounts
        payable and accrued liabilities is comparable to their carrying
        amount, given the short maturity periods;

      - the fair value of the Subordinated unsecured debt has been estimated
        based on the discounted cash flows of the debt at the Company's
        estimated incremental borrowing rates for debt of the same remaining
        maturities;

      - there is no significant difference between the fair value and the
        carrying amount of other Long-term debt given that the largest loans
        bear interest at a variable rate;

      - the fair value of the interest rate swaps is estimated by obtaining
        quotes (marked to market) from the Company's banks. The quoted prices
        generally reflect the estimated amount that the Company would receive
        (favourable) or pay (unfavourable) to settle these agreements at the
        reporting date.

    Capital risk management

    The Company's objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital. The Company's capital
is comprised of total Shareholders' equity and net interest bearing debt. Net
interest bearing debt refers to Long-term debt and its current portion, net of
Cash and cash equivalents and temporary investments, if any.
    In order to maintain or adjust the capital structure, the Company may
issue new shares, redeem shares, sell assets to reduce debt or adjust the
amount of dividends paid to shareholders.
    In its capital structure, the Company considers its stock option, deferred
share unit and share appreciation rights plans. The Company's stock redemption
plan is also one of the tools the Company uses to achieve its objectives.
    Consistent with others in the industry, the Company monitors capital on
the basis of the net interest bearing debt to total capitalization ratio (the
ratio) and also monitors its credit ratings as determined by third parties. As
at the balance sheet date, the ratio was as follows:

                                                              2008      2007
                                                       ----------------------
                                                                 $         $
    Current portion of long-term debt                          1.2       0.5
    Long-term debt                                           841.0     869.5
    Cash and cash equivalents                                216.0     141.7
                                                       ----------------------
    Net interest bearing debt                                626.2     728.3
                                                       ----------------------

    Shareholders' equity                                   1,253.7   1,145.4
    Net interest bearing debt                                626.2     728.3
                                                       ----------------------
    Total capitalization                                   1,879.9   1,873.7
                                                       ----------------------

                                                       ----------------------
    Net interest bearing debt to total
     capitalization ratio                                     33.3%     38.9%
                                                       ----------------------
                                                       ----------------------

    The decrease in the net interest bearing debt to total capitalization
ratio resulted primarily from the increase in shareholder's equity and cash
and cash equivalents and from the decrease in Long-term debt.
    The decrease in the net interest bearing debt to total capitalization
ratio resulted primarily from the increase in shareholder's equity and cash
and cash equivalents and from the decrease in Long-term debt.
    Under its Term revolving unsecured operating credit, the Company must meet
the following ratios on a consolidated basis:

      - a leverage ratio, which is the ratio of total debt less cash and cash
        equivalents to EBITDA for the four most recent quarters. EBITDA
        (Earning Before Interests, Taxes, Depreciation and Amortization) is a
        non-GAAP measure.

      - a fixed charge coverage ratio, which is the ratio of EBITDAR for the
        four most recent quarters to the total interest expense and the rent
        payments in the same periods. EBITDAR is a non-GAAP measure and is
        calculated as EBITDA plus rent expense.

    The Company is in compliance with these covenants and monitors them on an
ongoing basis.
    The Company is not subject to any other significant externally imposed
capital requirement.

    9. SEGMENTED INFORMATION

    The Company operates convenience stores in the United States and in
Canada. It essentially operates in one reportable segment, the sale of goods
for immediate consumption and motor fuel through corporate stores or franchise
operations. It operates a convenience store chain under several banners,
including Couche-Tard, Mac's and Circle K. Revenues from outside sources
mainly fall into two categories: merchandise and services and motor fuel.
    The following table provides the information on the principal revenue
classes as well as geographic information:

                             12-week period              12-week period
                         ended April 27, 2008         ended April 29, 2007
                -------------------------------------------------------------
                    United                        United
                    States    Canada     Total    States    Canada     Total
                -------------------------------------------------------------
                         $         $         $         $         $         $
    External
     customer
     revenues (a)
    Merchandise
     and services    790.8     373.5   1,164.3     768.7     318.4   1,087.1
    Motor fuel     2,229.3     312.2   2,541.5   1,666.7     218.8   1,885.5
                -------------------------------------------------------------
                   3,020.1     685.7   3,705.8   2,435.4     537.2   2,972.6
                -------------------------------------------------------------
                -------------------------------------------------------------
    Gross Profit
    Merchandise
     and services    262.4     129.5     391.9     255.5     113.5     369.0
    Motor fuel        67.7      19.3      87.0      82.8      14.2      97.0
                -------------------------------------------------------------
                     330.1     148.8     478.9     338.3     127.7     466.0
                -------------------------------------------------------------
                -------------------------------------------------------------
    Property and
     equipment
     and
     goodwill (a)  1,643.2     507.7   2,150.9   1,572.0     473.4   2,045.4
                -------------------------------------------------------------
                -------------------------------------------------------------

                                52-week period                52-week period
                          ended April 27, 2008          ended April 29, 2007
                -------------------------------------------------------------
                    United                        United
                    States    Canada     Total    States    Canada     Total
                -------------------------------------------------------------
                         $         $         $         $         $         $
    External
     customer
     revenues (a)
    Merchandise
     and services  3,476.3   1,724.4   5,200.7   3,116.6   1,500.4   4,617.0
    Motor fuel     8,891.6   1,277.7  10,169.3   6,514.6     955.8   7,470.4
                -------------------------------------------------------------
                  12,367.9   3,002.1  15,370.0   9,631.2   2,456.2  12,087.4
                -------------------------------------------------------------
                -------------------------------------------------------------
    Gross Profit
    Merchandise
     and services  1,146.5     601.1   1,747.6   1,046.9     526.6   1,573.5
    Motor fuel       393.9      82.0     475.9     372.1      58.9     431.0
                -------------------------------------------------------------
                   1,540.4     683.1   2,223.5   1,419.0     585.5   2,004.5
                -------------------------------------------------------------
                -------------------------------------------------------------

    (a) Geographic areas are determined according to where the Company
        generates operating income (where the sale takes place) and according
        to the location of the property and equipment and goodwill.

    10. INCOME TAXES

    On June 9, 2006, the Government of Québec adopted Bill 15 in the National
Assembly of Québec, regarding amendments to the Taxation Act and other
legislative provisions. As a result, for the 12-week period ended July 23,
2006, the Company has recorded an unusual retroactive income tax expense of
$9.9. During fiscal year 2008, the Company reversed this unusual income tax
expense following an agreement with the taxing authorities.

    11. RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET IMPLEMENTED

    Inventories

    In June 2007, the CICA issued Handbook Section 3031 "Inventories",
replacing Section 3030 of the same name. The new section provides guidance on
the basis and method of measurement of inventories and allows for reversal of
previous write-downs. The section also establishes new standards on disclosure
of accounting policies used, carrying amounts, amounts recognized as an
expense, write-downs and the amount of any reversal of any write-downs.
    This new standard is applicable to fiscal years beginning on or after
January 1, 2008. The difference in the measurement of opening inventory may be
applied to the opening inventory for the period, with an adjustment to opening
retained earnings without prior periods being restated, or retrospectively
with a restatement of prior periods. The Company will implement this standard
in its first quarter of fiscal year 2009 and does not expect that the adoption
of this new Section will have a material impact on its consolidated financial
statements.

    Goodwill and Intangible Assets

    In February 2008, the CICA issued Handbook Section 3064, "Goodwill and
intangible assets", replacing Section 3062, "Goodwill and other intangible
assets" and Section 3450, "Research and development costs". Various changes
have been made to other sections of the CICA Handbook for consistency
purposes. The new Section establishes standards for the recognition,
measurement, presentation and disclosure of goodwill subsequent to its initial
recognition and of intangible assets by profit-oriented enterprises. Standards
relating to goodwill are unchanged from the standards included in the previous
Section 3062.
    This new standard is applicable to fiscal years beginning on or after
October 1, 2008. The Company will implement this standard in its first quarter
of fiscal year 2010 and is currently evaluating the impact of its adoption on
its consolidated financial statements. The Company does not expect that the
adoption of this new Section will have a material impact on its consolidated
financial statements.

    International Financial Reporting Standards

    The Canadian Accounting Standards Board has confirmed that the use of
International Financial Reporting Standards (IFRS) will be required for
publicly accountable profit-oriented enterprises. IFRS will replace Canada's
current GAAP for those enterprises.
    These new standards are applicable to fiscal years beginning on or after
January 1, 2011. Companies will be required to provide comparative IFRS
information for the previous fiscal year. Starting in the first quarter of
fiscal year 2012, the Company will publish consolidated financial statements
prepared in accordance with IFRS. The Company is currently evaluating the
impact of adoption on its consolidated financial statements and is
establishing a transition plan.

    12. SUBSEQUENT EVENTS

    On June 13, 2008, the Company entered into a new credit agreement
consisting of a revolving unsecured credit facility of a maximum amount of
$310.0 with an initial maturity, terms and conditions similar to those of the
other facility the Company already had as at April 27, 2008 as described in
Note 17a) of the consolidated financial statements included in the 2008 annual
report.
    On May 8, 2008, the Company announced the expansion of its existing
agreement with Irving Oil Limited to include 252 Irving Oil convenience retail
sites across Atlantic Canada and New England. The 252 convenience stores would
be operated by Couche-Tard. Of these stores, 128 are located in New Brunswick,
Nova Scotia, Newfoundland and Labrador, and Prince Edward Island. The other
124 stores are located in Maine, New Hampshire, Massachusetts and Vermont. The
transaction is anticipated to close in July and is subject to standard
regulatory approval and closing conditions.
    On April 30, 2008, the Company signed an agreement to acquire 83 stores in
the St. Louis Missouri area and nearby central Illinois area from Spirit
Energy, L.L.C. 69 stores are company-operated and 14 are operated as dealers.
The transaction is anticipated to close in July and is subject to standard
regulatory approval and closing conditions.
    On April 29, 2008, the Company acquired, from Speedway Superamerica LLC,
15 corporate stores. These stores are operating under the Speedway banner in
central Illinois, United States.
    




For further information:

For further information: Alain Bouchard, Chairman of the Board,
President and Chief Executive Officer; Richard Fortin, Executive
Vice-President and Chief Financial Officer, (450) 662-3272,
info@couche-tard.com; www.couche-tard.com


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