Alimentation Couche-Tard announces its results for its second quarter of fiscal year 2015

• Net earnings of $286.4 million ($0.50 per share on a diluted basis) for the second quarter of fiscal 2015. Excluding non-recurring items for both comparable periods, net earnings for the quarter would have been $313.0 million ($0.55 per share on a diluted basis) compared to $249.0 million ($0.44 per share on a diluted basis) for the second quarter of fiscal 2014, an increase of 25.7%.
• Same-store merchandise revenues up 2.8% in the U.S., 2.1% in Europe and 3.0% in Canada.
• Merchandise and service gross margin stood at 32.7% in the U.S., at 41.2% in Europe and at 33.5% in Canada, for a consolidated margin of 34.0%, an increase of 0.2%.
• Same-store road transportation fuel volume up 2.1% in the U.S., 2.2% in Europe and in slight decrease of 1.1% in Canada.
• Road transportation fuel gross margin at US24.17¢ per gallon in the U.S., at US11.48¢ per litre in Europe and at CA6.69¢ per litre in Canada.
• Return on capital employed continues to improve, reaching 14.9% while return on equity still solid at 22.6%.
• Standard and Poor's increased the Corporation's credit rating to BBB.

LAVAL, QC, Nov. 25, 2014 /PRNewswire/ - For its second quarter of fiscal 2015 ended October 12, 2014, Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) announces net earnings of $286.4 million, up 24.6% over the second quarter of fiscal year 2014 and representing $0.50 per share on a diluted basis. The results for the second quarter of fiscal 2015 include a non-recurring income tax expense of $25.7 million as well as a net foreign exchange loss of $0.9 million while the results from the second quarter of fiscal 2014 included a net foreign exchange loss of $25.0 million before income taxes. Excluding these items as well as the acquisition fees from both comparable quarters' results, the diluted net earnings per share would have been $0.55 for the second quarter of fiscal 2015 compared with $0.44 for the second quarter of fiscal 2014 which represents an increase of 25.0%. This increase is largely attributable to strong organic growth from merchandises and services and road transportation fuel, to fuel margins, supported by the contribution from acquisitions as well as by the decrease in financial expenses following repayments by the Corporation of a significant portion of its debt. These items, which contributed to the increase in net earnings, were offset in part by the strengthening of the US dollar against the Corporation's other major functional currencies. All financial information is in US dollars unless stated otherwise.

"We are very pleased with the results of the second quarter which are consistent with our previous quarters' excellent performance. We continue to innovate in our stores improving our offer. A current example is the rollout of our Simply Great Coffee program in Europe, which is generating strong results. This is the type of innovation, along with the hard work of our teams, that allow us, quarter after quarter, to present great organic growth in our merchandises and services sales" declared Brian Hannasch, who was appointed to the position of President and Chief Executive Officer in September. "Our performance this quarter is also the result of strong fuel margins combined with solid volume growth driven by our "miles^TM" brand in Europe, our consistent retail execution, our initiatives to improve our operational efficiency, our consistency in reducing our debt and our improvements to our network. Our ability to influence our results at all these levels allows us to look forward to the future with enthusiasm" concluded Mr. Hannasch.

Raymond Paré, Vice President and Chief Financial Officer, indicated: "We continue to use the strong cash flows resulting from our excellent results to repay another portion of our debt. Due to the rapid decrease of our indebtedness and to our solid performance, our leverage ratios continue to decline significantly while our return on capital employed continues to improve, reaching 14.9%. Following the acquisition of Statoil Fuel & Retail, the synergies, which we expect to generate by December 2015, should, all things being equal, continue to positively impact this key indicator. Our excellent financial health gives us the means to continue to expand our network as well as to be on the lookout for interesting acquisitions".

Overview of the Second Quarter of Fiscal 2015

Net earnings amounted to $286.4 million for the second quarter of fiscal 2015, up 24.6% over the corresponding period of fiscal 2014. Results for the second quarter of fiscal 2015 include a non-recurring tax expense of $25.7 million as well as a net foreign exchange loss of $0.9 million while results for the second quarter of fiscal 2014 included a net foreign exchange loss of $25.0 million before income taxes.

Excluding these items as well as acquisition costs from both comparable quarters, net earnings for the second quarter of fiscal 2015 would have been approximately $313.0 million ($0.55 per share on a diluted basis) compared to $249.0 million ($0.44 per share on a diluted basis) for the second quarter of fiscal 2014, an increase of $64.0 million, or 25.7%. A large portion of this significant increase is attributable to continuous strong organic growth from merchandises and services and from transportation fuel supported by the contribution from acquisitions as well as by the decrease in financial expenses following the repayment by the Corporation of a significant portion of its debt. These items, which contributed to the growth in net earnings, were partially offset by the negative net impact from the translation of revenues and expenses from our Canadian and European operations into the US dollar.

We continued to improve our return on capital employed which was 14.9% for the 52-week period ended October 12, 2014 as well as our adjusted net interest bearing debt to adjusted EBITDAR ratio which stood at 2.01 as at October 12, 2014 compared to 3.6 shortly after the acquisition of Statoil Fuel & Retail.

Statoil Fuel & Retail

Quarterly results

Our results for the 12 and 24-week periods ended October 12, 2014 include those of Statoil Fuel & Retail for the periods beginning July 21, 2014 and May 1^st, 2014, respectively and ending October 12, 2014, resulting in periods of 84 and 165 days, respectively. Our results for the 12 and 24-week periods ended October 13, 2013 include those of Statoil Fuel & Retail for the periods beginning July 22, 2013 and May 1^st, 2013, respectively and ending October 13, 2013, resulting in periods of 84 and 166 days, respectively.

Our consolidated balance sheet and store count as at October 12, 2014 include Statoil Fuel & Retail's balance sheet and store count as at September 30, 2014, as adjusted for significant transactions, if any, between those two dates.

The following table provides an overview of Statoil Fuel & Retail's accounting periods that will be incorporated in our upcoming consolidated financial statements:

We expect the work toward the alignment of Statoil Fuel & Retail's accounting periods with those of Couche-Tard should start once we have finalized the optimization of Statoil Fuel & Retail financial systems, which should be done during fiscal 2015.

Synergies and cost reduction initiatives

Since the acquisition of Statoil Fuel & Retail, we have been actively working on identifying and implementing available synergies and cost reduction opportunities. Our analysis show that opportunities are numerous and promising. Some can be implemented immediately while others may take more time to implement since they require rigorous analysis and planning. The optimization of our new ERP system in Europe will also be required before we can put in place some of the identified opportunities. The goal is to find the right balance in order not to jeopardize ongoing activities and projects already underway.

During the 12-week period ended October 12, 2014, we recorded synergies and cost savings estimated at approximately $22.0 million, before income taxes. These synergies and cost reductions mainly impacted operating, selling, administrative and general expenses as well as cost of sales. Since the acquisition, we estimate that total realized annual synergies and cost savings amount to approximately $119.0 million, before income taxes. We believe these amounts do not necessarily represent the full annual impact of all of our initiatives.

These synergies and cost reductions came from a variety of sources including cost reductions following the delisting of Statoil Fuel & Retail, the renegotiation of certain agreements with our suppliers, the reduction of in-store costs and the restructuring of certain departments.

Our work for the identification and implementation of available synergies and cost reduction opportunities is far from over. Our teams continue to work actively on various projects that seem promising and which, along with the implementation and optimization of new information systems, should allow us to achieve our objectives. We therefore maintain our goal of annual synergies ranging from $150.0 million to $200.0 million before the end of December 2015.

As our goal previously stated is considered a forward looking statement, we are required, pursuant to securities laws, to clarify that our synergies and cost reductions estimate is based on a number of important factors and assumptions. Among other things, our synergies and cost savings objective is based on our comparative analysis of organizational structures and current level of spending across our network as well as on our ability to bridge the gap, where relevant. Our synergies and cost reduction objective is also based on our assessment of current contracts in Europe and North America and how we expect to be able to renegotiate these contracts to take advantage of our increased purchasing power. In addition, our synergies and cost reduction objective assumes that we will be able to establish and maintain an effective process for sharing best practices across our network. Finally, our objective is also based on our ability to optimize our newly implemented ERP system. An important change in these facts and assumptions could significantly impact our synergies and cost reductions estimate as well as the timing of the implementation of our different initiatives.

Network growth

Completed transactions

On October 8, 2014, we acquired 54 company-operated stores and one store operated by an independent operator in the U.S. states of Illinois and Indiana from Tri Star Marketing Inc. We own the land and buildings for 54 sites and lease the land and own the building for the remaining site. With this acquisition, we also acquired three biodiesel blending facilities.

In addition, during the second quarter of fiscal 2015, we acquired eight additional company-operated stores through distinct transactions.

Available cash was used for these acquisitions.

Store construction

We completed the construction of 6 new stores and razed and rebuilt one store during the second quarter of fiscal 2015. During the first semester of fiscal 2015, we completed the construction of 18 new stores and razed and rebuilt one store.  We should be able to complete the construction or raze and rebuild a total of 80 to 100 stores during fiscal year 2015, which would represent a significant increase compared to the previous fiscal year.

Summary of changes in our stores network during the second quarter and first half-year of fiscal 2015

The following table presents certain information regarding changes in our stores network over the 12-week period ended October 12, 2014 ⁽¹⁾:

The following table presents certain information regarding changes in our stores network over the 24-week period ended October 12, 2014 ^(1):

In addition, under licensing agreements, about 4,600 stores are operated under the Circle K banner in 12 other countries worldwide (China, Guam, Honduras, Hong Kong, Indonesia, Japan, Macau, Malaysia, Mexico, the Philippines, Vietnam and the United Arab Emirates) which brings to more than 13,100 the number of sites in our network.

Disposal of aviation fuel business

On September 3^rd, 2014, we reached an agreement to sell our aviation fuel business to BP Global Investments Ltd. The sale would be done through a share purchase agreement pursuant to which BP Global Investments Ltd. would acquire 100% of all issued and outstanding shares of Statoil Fuel & Retail Aviation AS. This transaction which is subject to standard regulatory approvals and closing conditions is expected to be completed by the end of December 2014.

Dividends

During its November 25, 2014 meeting, the Corporation's Board of Directors declared a quarterly dividend of CA4.5¢ per share for the second quarter of fiscal 2015 to shareholders on record as at December 4, 2014 and approved its payment for December 18, 2014. This is an eligible dividend within the meaning of the Income Tax Act of Canada.

Outstanding shares and stock options

As at November 21, 2014, Couche-Tard had 148,101,840 Class A multiple voting shares and 417,776,623 Class B subordinate voting shares issued and outstanding. In addition, as at the same date, Couche-Tard had 4,097,530 outstanding stock options for the purchase of Class B subordinate voting shares.

Exchange Rate Data

We use the US dollar as our reporting currency which provides more relevant information given the predominance of our operations in the United States and the significant portion of our debt denominated in US dollars, taking into account our cross currency interest rate swaps.

The following table sets forth information about exchange rates based upon closing rates expressed as US dollars per comparative currency unit:

Considering we use the US dollar as our reporting currency, in our consolidated financial statements and in the present document, unless indicated otherwise, results from our Canadian, European and corporate operations are translated into US dollars using the average rate for the period. Unless otherwise indicated, variances and explanations regarding changes in the foreign exchange rate and the volatility of the Canadian dollar and European currencies which we discuss in the present document are therefore related to the translation in US dollars of our Canadian, European and corporate operations results.

Summary analysis of consolidated results for the second quarter and first half-year of fiscal 2015

The following table highlights certain information regarding our operations for the 12 and 24-week periods ended October 12, 2014 and October 13, 2013.

Revenues

Our revenues were $8.9 billion in the second quarter of fiscal 2015, down $65.5 million, a slight decrease of 0.7%, mainly attributable to the negative net impact from the translation of revenues of our Canadian and European operations into US dollars as well as to lower road transportation fuel average retail prices. Those items were partly offset by the continued growth in same-store merchandise revenues and road transportation fuel volume in both North America and Europe as well as by the contribution from acquisitions and from our new stores.

For the first half-year of fiscal 2015, our revenues grew by $222.5 million, an increase of 1.2% compared to the first half-year of fiscal 2014 mainly attributable to the increase in same-store merchandise revenues and road transportation fuel volume in both North America and Europe as well as to the contribution from acquisitions. These items that contributed to the increase in revenues were partially offset by the negative net impact from the translation of revenues from our Canadian and European operations into the United States dollar as well as by lower road transportation fuel average retail prices.

More specifically, the growth of merchandise and service revenues for the second quarter of fiscal 2015 was $24.2 million. Excluding the net negative impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service revenues increased by $61.2 million or 3.2%. This increase is attributable to the contribution from acquisitions amounting to approximately $15.0 million as well as to strong organic growth. Same-store merchandise revenues increased by 2.8% in the United States and by 3.0% in Canada. Our performance in North America is attributable to our dynamic merchandising strategies, our competitive offer as well as our expanded fresh food offer which attracted an increased number of customers in our stores. In Europe, the exchange of best practices, the implementation of new and sustainable merchandising strategies as well as the investments made through extensive marketing campaigns to promote in-store offering allowed us to turn around the negative sales trend that existed when we acquired Statoil Fuel & Retail. Consequently, for an eighth consecutive quarter, same-store merchandise revenues in Europe posted a growth, which was of 2.1% for the second quarter of fiscal 2015, mainly driven by increased fresh food, coffee and tobacco sales.

In the first half-year of fiscal 2015, the growth of merchandise and service revenues was $60.3 million. Excluding the net negative impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service revenues increased by $122.3 million or 3.2%. This increase is attributable to the increase in same-store merchandise revenues of 2.8% in the United States, of 1.6% in Europe and of 3.1% in Canada as well as to the contribution from acquisitions.

Road transportation fuel revenues decreased by $87.2 million in the second quarter of fiscal 2015. Excluding the negative net impact from the translation of revenues of our Canadian and European operations into US dollars, road transportation fuel revenues increased by $31.8 million or 0.5%. This increase was mainly attributable to the contribution from acquisitions amounting to approximately $58.0 million, to the contribution from our recently opened stores as well as to organic growth. In the United States, same-store road transportation fuel volume increased by 2.1% while it decreased by 1.1% in Canada. In Europe, for the eighth consecutive quarter, same-store road transportation fuel volume showed a positive development where same-store volume increased by 2.2% which represents a strong improvement over the trend that our European network was posting before we acquired Statoil Fuel & Retail. Our new fuel brands "miles^TM" and "milesplus^TM" launched in some of our European markets are delivering encouraging results and were a great contributor to this quarter's performance. Those items, which contributed to the growth, were partly offset by the overall lower road transportation fuel average retail price, which had a negative impact of approximately $125.0 million as well as by the impact on our European wholesale segment of the non-renewal of several low return fuel supply contracts.

The following table shows the average retail price of road transportation fuel in our markets, starting with the third quarter of the fiscal year ended April 28, 2013:

For the first half-year of fiscal 2015, road transportation fuel revenues increased by $180.7 million. Excluding the negative net impact from the translation of revenues of our Canadian and European operations into US dollars, road transportation fuel revenues increased by $329.7 million or 2.6%. Same-store road transportation fuel volume increased by 2.0% in the United States, by 2.0% in Europe and decreased by 0.6% in Canada while acquisitions contributed to an increase in revenues of approximately $189.0 million. Items which contributed to the growth were partially offset by the lower average retail price of road transportation fuel which generated a decrease in revenues of approximately $80.0 million.

Other revenues were quite stable with a slight decrease of $2.5 million in the second quarter of fiscal 2015 and of $18.5 million in the first half-year of fiscal 2015.

Gross profit

In the second quarter of fiscal 2015, the consolidated merchandise and service gross profit was $659.1 million, an increase of $11.6 million compared with the corresponding quarter of fiscal 2014. Excluding the net negative impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service gross profit increased by $24.6 million or 3.8%. This increase is attributable to organic growth, to the contribution from acquisitions which amounted to approximately $5.0 million as well as to our improved consolidated gross margin. In Europe and in Canada, the gross margin increased by 1.3% and 0.3%, respectively, while it decreased by 0.1% in the United States. Overall, this performance reflects changes in the product-mix, the improvements we brought to our supply terms as well as our merchandising strategy in line with market competitiveness and economic conditions within each market. More specifically, in the United States, the gross margin was negatively impacted by changes in our product-mix following increased cigarette sales and the slight decrease in services revenues, partly offset by the impact of continuous growth in fresh food sales. In Europe, the increase in gross margin came from increased coffee and fresh food sales, two high margin categories, while in Canada, the increase is attributable to changes in our product-mix following the increase in cigarette sales as well as to our pricing strategies aimed at increasing store traffic.

During the first half-year of fiscal 2015, the consolidated merchandise and service gross profit was $1,335.3 million, an increase of $29.5 million compared with the corresponding period of fiscal 2014. Excluding the net negative impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service gross profit increased by $51.5 million or 3.9%. The gross margin was 32.7% in the United States, an increase of 0.2%, it was 33.4 % in Canada, down 0.2% while in Europe, it was 41.5 %, an increase of 1.2%.

In the second quarter of fiscal 2015, the road transportation fuel gross margin for our company-operated stores in the United States increased by 2.61 ¢ per gallon, from 21.56 ¢ per gallon last year to 24.17 ¢ per gallon this year. In Canada, the gross margin also increased to CA6.69¢ per litre compared with CA6.67¢ per litre for the second quarter of fiscal 2014. In Europe, the total road transportation fuel gross margin was 11.48 ¢ per litre for the second quarter of fiscal 2015, an increase of 0.05 ¢ per litre compared with 11.43 ¢ per litre for the second quarter of fiscal 2014. The road transportation fuel gross margin of our company-operated stores in the United States as well as the impact of expenses related to electronic payment modes for the last eight quarters, starting with the third quarter of fiscal year ended April 28, 2013, were as follows:

As demonstrated by the table above, although road transportation fuel margin can be volatile from a quarter to another, they tend to normalize on an annual basis.

Expenses related to electronic payment modes and associated volatility are not as significant in Europe and in Canada.

For the first half-year of fiscal 2015, the road transportation fuel gross margin for our company-operated stores in the United States increased by 3.13¢ per gallon, from 20.50¢ per gallon last fiscal year to 23.63¢ per gallon this fiscal year. In Canada, the margin also increased, reaching CA6.57¢ per litre compared with CA6.10¢ per litre for the comparable period of fiscal 2014. The total road transportation fuel margin in Europe stood at 11.57¢ per litre, an increase of 0.73¢ per litre.

Operating, selling, administrative and general expenses

For the second quarter and first half-year of fiscal 2015, operating, selling, administrative and general expenses decreased by 0.6% and increased by 0.2%, respectively, compared with comparable periods of fiscal 2014 but increased by 0.8% and 0.6%, respectively, if we exclude certain items, as demonstrated by the following table:

The remaining variances are mainly due to normal inflation as well as to higher expenses needed to support our organic growth. We continue to favour a tight control of our costs throughout the organization while making sure to maintain the quality of service we offer our clients.

In Europe, the level of expenses is still affected by the optimization of our new ERP system. Our IT costs should continue to decrease progressively over the course of the next quarters.

Earnings before interests, taxes, depreciation, amortization and impairment (EBITDA) and adjusted EBITDA

During the second quarter of fiscal 2015, EBITDA increased by 11.3% compared to the same quarter last year, reaching $515.1 million. Net of acquisition costs recorded to earnings, acquisitions contributed approximately $2.0 million to EBITDA, while the variation in exchange rates had a net negative impact of approximately $11.0 million. As for the first half-year of fiscal 2015, EBITDA increased by 10.6% compared to the same period of fiscal 2014, reaching $1,011.8 million. Net of acquisition costs recorded to earnings, acquisitions contributed approximately $10.0 million to EBITDA for the first half-year of fiscal 2015, while the variation in exchange rates had a net negative impact of approximately $15.0 million.

For the first half-year, excluding the negative goodwill from both comparable periods, adjusted EBITDA increased by $138.0 million or 15.8% compared to the corresponding period of the previous fiscal year, reaching $1,011.3 million.

It should be noted that EBITDA and adjusted EBITDA are not performance measures defined by IFRS, but we, as well as investors and analysts, use these measures to evaluate the Corporation's financial and operating performance. Note that our definition of these measures may differ from the one used by other public corporations:

Depreciation, amortization and impairment of property and equipment, intangible and other assets

For the second quarter and first half-year of fiscal 2015, depreciation, amortization and impairment expense decreased as a result of the translation of our European and Canadian depreciation into US dollars. This decrease was partially offset by the impact of investments made in acquisitions, replacement of equipment, addition of new stores and ongoing improvement of our network.

Net financial expenses

The second quarter of fiscal 2015 shows net financial expenses of $18.6 million, a decrease of $31.6 million compared to the second quarter of fiscal 2014. Excluding the net foreign exchange loss of $0.9 million and of $25.0 million recorded respectively in the second quarter of fiscal 2015 and in the second quarter of fiscal 2014, net financial expenses decreased by $7.5 million. This decrease is mainly attributable to the reduction of our long-term debt following repayments made on our revolving and acquisition facilities partly offset by a higher average effective interest rate. The net foreign exchange loss of $0.9 million is mainly due to the impact of the exchange rate fluctuations on certain inter-company balances and on our external long term debt as well as to the impact of exchange rates fluctuations on US dollar denominated sales from our European operations.

The first half-year of fiscal 2015 shows net financial expenses of $48.6 million, a decrease of $13.3 million compared to the first half-year of fiscal 2014. Excluding the net foreign exchange loss of $9.6 million and the net foreign exchange loss of $11.8 million recorded respectively in the first half-year of fiscal 2015 and in the first half-year of fiscal 2014, net financial expenses decreased by $11.1 million. The decrease is mainly attributable to reasons similar to those of the second quarter partly offset by the accelerated amortization of our financing fees following the repayment of our acquisition facility ahead of its maturity. The net foreign exchange loss of $9.6 million is mainly composed of items similar to those of the second quarter.

Income taxes

The second quarter of fiscal 2015 shows an income tax rate of 23.4%, compared to an income tax rate of 18.9% for the corresponding quarter of the previous year and of 20.7% for the first quarter of fiscal 2015. For the first half-year of fiscal 2015, the rate is 22.1% compared to a rate of 18.9% for the first half-year of the previous fiscal year. Following legislative changes in Norway, we proceeded to an internal reorganization which generated a non-recurring tax expense of $25.7 million.

Net earnings

We closed the second quarter of fiscal 2015 with net earnings of $286.4 million, compared to $229.8 million for the second quarter of the previous fiscal year. Diluted net earnings per share stood at $0.50, compared to $0.40 the previous year. The translation of revenues and expenses from our Canadian and European operations into US dollars had a net negative impact of approximately $7.0 million on net earnings this quarter.

Excluding from the second quarter of fiscal 2015 net earnings the non-recurring income tax expense, the net foreign exchange loss as well as acquisition costs and excluding from the second quarter of fiscal 2014 the net foreign exchange loss as well as acquisition costs, this quarter net earnings would have been approximately $313.0 million, compared to $249.0 million last year, an increase of $64.0 million or 25.7%. Adjusted diluted net earnings per share would have been $0.55 for the second quarter of fiscal 2015 compared to $0.44 for the corresponding period of fiscal 2014, an increase of 25.0%.

For the first half-year of fiscal 2015, net earnings were $555.9 million, compared to $484.8 million for the comparable period of the previous fiscal year, an increase of $71.1 million or 14.7%. Diluted net earnings per share stood at $0.98 compared to $0.85 the previous year, an increase of 15.3%.

Excluding from net earnings of the first half-year of fiscal 2015 the non-recurring tax expense, the negative goodwill, the net foreign exchange loss as well as acquisition costs and excluding from net earnings of the first-half year of fiscal 2014 the negative goodwill, the net foreign exchange loss as well as acquisition costs, net earnings would have been approximately $589.0 million, up $121.0 million or 25.9%, while diluted earnings per share would have been approximately $1.04, an increase of 26.8%.

Financial Position as at October 12, 2014

As shown by our indebtedness ratios included in the "Selected Consolidated Financial Information" section and our net cash provided by operating activities, our financial position is excellent.

Our total consolidated assets amounted to $10.1 billion as at October 12, 2014, a decrease of $411.6 million over the balance as at April 27, 2014. This decrease stems primarily from the net negative impact of the exchange rates variation at the balance sheet date, partly offset by the overall rise in assets resulting from the acquisitions we made during the first half-year of fiscal 2015.

During the 52-week period ended on October 12, 2014, we recorded a return on capital employed of 14.9%¹.

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Significant balance sheet variations are explained as follows:

Accounts receivable

Accounts receivable decreased by $269.2 million, from $1,726.4 million as at April 27, 2014 to $1,457.2 million as at October 12, 2014. The decrease mainly stems from the net negative impact of the exchange rates variation at the balance sheet date, which was approximately $135.0 million as well as from the reclassification of the Aviation business' accounts receivable to assets held-for-sale.

Assets held-for-sale

Assets held-for-sale stood at $211.8 million as of October 12, 2014. They represent all of the Aviation business' assets which should be included in the disposal of this business. They are mostly comprised of accounts receivable, inventory as well as property and equipment.

Property and equipment

Property and equipment decreased by $212.7 million, from $5,131.0 million as at April 27, 2014 to $4,918.3 million as at October 12, 2014, mainly as a result of the net negative impact of the exchange rates variation at the balance sheet date, which was approximately $265.0 million as well as from the reclassification of the of the Aviation business' assets to assets held-for-sale, partly offset by the increase from acquisitions we made during the first half-year of fiscal 2015.

Intangible assets

Intangible assets decreased by $100.4 million, from $823.5 million as at April 27, 2014 to $723.1 million as at October 12, 2014, mainly as a result of the net negative impact of the exchange rates variation at the balance sheet date, which was approximately $55.0 million as well as of depreciation.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased by $215.4 million, from $2,510.3 million as at April 27, 2014 to $2,294.9 million as at October 12, 2014. The decrease mainly stems from the net negative impact of the exchange rates variation at the balance sheet date, which was approximately $157.0 million as well as from the reclassification of the Aviation business' accounts payable and accrued liabilities as liabilities associated with assets held-for-sale.

Income taxes payable

Income taxes payable increased by $126.1 million, from $29.8 million as at April 27, 2014 to $155.9 million as at October 12, 2014. The increase mainly stems from the timing of tax installments as well as from the impact of the internal restructuration following new tax legislation in Norway.

Long-term debt and current portion of long-term debt

Long-term debt decreased by $457.0 million, from $2,606.4 million as at April 27, 2014 to $2,149.4 million as at October 12, 2014, partly as a result of the impact of the strengthening of the Canadian dollar against the U.S. dollar at the balance sheet date. Excluding the foreign exchange impact, our long-term debt decreased by approximately $440.0 million from repayments made from available cash. As a result, our debt, net of cash and cash equivalents, amounted to $1,554.5 million as at October 12, 2014, a reduction of $540.8 million compared to the balance as at April 27, 2014.

Following these repayments, we have fully reimbursed our $3.2 billion acquisition facility used for the acquisition of Statoil Fuel & Retail in June 2012.

Equity

Shareholders' equity amounted to $4.1 billion as at October 12, 2014, up $160.0 million compared to April 27, 2014, mainly reflecting net earnings of the first half-year of fiscal 2015, partly offset by dividends declared and other comprehensive loss. For the 52-week period ended October 12, 2014, we recorded a return on equity of 22.6%¹.

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Liquidity and Capital Resources

Our sources of liquidity remain unchanged compared with the fiscal year ended April 27, 2014. For further information, please refer to our 2014 Annual Report. With respect to our capital expenditures, acquisitions carried out and our dividends paid in the first half-year of fiscal 2015, they were financed using available cash. We expect that cash generated from operations together with borrowings available under our revolving unsecured credit facilities will be adequate to meet our liquidity needs in the foreseeable future.

Our revolving credit facilities are detailed as follow:

US dollar term revolving unsecured operating credit D, maturing in December 2017

On May 16, 2014, we amended our term revolving unsecured operating credit D to increase the maximum amount available from $1,275.0 million to $1,525.0 million, an increase of $250.0 million, without incurring additional fees. All other terms remained unchanged. As at October 12, 2014, $908.5 million of our revolving unsecured operating credit D had been used. As at the same date, the effective interest rate was 1.19% and standby letters of credit in the amount of CA$2.3 million and $29.4 million were outstanding.

Term revolving unsecured operating credit E, maturing in December 2016

Credit agreement consisting of an initial maximum amount of $50.0 million with an initial term of 50 months. The credit facility is available in the form of a revolving unsecured operating credit, available in US dollars. The amounts borrowed bear interest at variable rates based on the US base rate or the LIBOR rate plus a variable margin. As at October 12, 2014, term credit E was unused.

Available liquidities

As at October 12, 2014, a total of approximately $635.0 million were available under our revolving unsecured credit facilities and we were in compliance with the restrictive covenants and ratios imposed by the credit agreements at that date. Thus, at the same date, we had access to approximately $1.2 billion through our available cash and revolving unsecured operating credit agreements.

Operating activities

During the second quarter of fiscal 2015, net cash from our operations reached $541.4 million, up $47.7 million compared to the second quarter of fiscal year 2014, mainly due to higher net earnings not taking into account non-cash items, including depreciation, amortization and impairment of property and equipment and other assets.

During the first half-year of fiscal 2015, net cash from our operations reached $892.7 million, up $88.7 million compared to the corresponding period of fiscal year 2014 for reasons similar to those of the second quarter.

Investing activities

During the second quarter of fiscal 2015, investing activities were primarily for acquisitions for an amount of $123.9 million and for net investments in property and equipment and other assets which amounted to $101.8 million.

Since the beginning of the fiscal year, investing activities were also primarily for net investment in property and equipment and other assets, which amounted to $156.1 million and for acquisitions for an amount of $155.7 million.

Net investments in property and equipment and other assets were primarily for the replacement of equipment in some of our stores in order to enhance our offering of products and services, the addition of new stores, the ongoing improvement of our network as well as for investments in information technology.

Financing activities

During the second quarter of fiscal 2015, we repaid a total amount of $195.0 million on our acquisition facility and of $65.0 million on our revolving facilities using available cash.

During the first half-year of fiscal 2015, we repaid a total amount of $555.0 million on our acquisition facility, of which $360.0 million was drawn from our revolving facilities and $195.0 million was from available cash. During the same period, we also repaid a total amount of $245.0 million on our revolving facilities using available cash.

Contractual Obligations and Commercial Commitments

There were no major changes during the 24-week period ended October 12, 2014, with respect to our contractual obligations and commercial commitments. For more information, please refer to our 2014 Annual Report.

Selected Quarterly Financial Information

The Corporation's 52-week reporting cycle is divided into quarters of 12 weeks each except for the third quarter, which comprises 16 weeks. When a fiscal year, such as fiscal 2012, contains 53 weeks, the fourth quarter comprises 13 weeks. The following is a summary of selected consolidated financial information derived from the Corporation's interim consolidated financial statements for each of the eight most recently completed quarters.

The volatility of road transportation fuel gross margin and seasonality both have an impact on the variability of our quarterly net earnings. Given acquisitions made in recent years and higher retail prices at the pump, road transportation fuel revenues have become a more significant segment of our business and therefore our quarterly results are more sensitive to the volatility of road transportation fuel gross margins. However, road transportation fuel margins tend to be less volatile when considered on an annual basis or a longer term. With that said, the majority of our operating income is still derived from merchandise and service sales.

Outlook

For the remainder of fiscal 2015, we expect to pursue our investments with caution in order to, amongst other things, improve our network and build additional stores. We also intend to keep an ongoing focus on our sales, supply terms and operating expenses while keeping an eye on growth opportunities that may be available.

Similar to prior years, we will pay special attention to the realization of synergies related to the Statoil Fuel & Retail's acquisition and to the reduction of our debt level in order to continue to improve our financial flexibility and hopefully further improve the quality of our credit rating.

Finally, in line with our business model, we intend to continue focusing on the sale of fresh products and on innovation, including the introduction of new products and services, in order to satisfy the needs of our large clientele.

Profile

Couche-Tard is the leader in the Canadian convenience store industry. In the United States, it is the largest independent convenience store operator in terms of number of company-operated stores. In Europe, Couche-Tard is a leader in convenience store and road transportation fuel in Scandinavian and Baltic countries while it has a significant presence in Poland.

As of October 12, 2014, Couche-Tard's network comprised 6,303 convenience stores throughout North America, including 4,851 stores with road transportation fuel dispensing. Its North-American network consists of 13 business units, including nine in the United States covering 40 states and four in Canada covering all ten provinces. More than 60,000 people are employed throughout its network and at the service offices in North America.

In Europe, Couche-Tard operates a broad retail network across Scandinavia (Norway, Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania) and Russia, which comprised 2,239 stores as at October 12, 2014, the majority of which offer road transportation fuel and convenience products while the others are unmanned automated service-stations which offer road transportation fuel only. The Corporation also offers other products, including stationary energy, marine fuel, aviation fuel, lubricants and chemicals. Couche-Tard operates key fuel terminals and fuel depots in eight countries. Including employees at Statoil branded franchise stations, about 17,500 people work in its retail network, terminals and service offices across Europe.

In addition, under licensing agreements, about 4,600 stores are operated under the Circle K banner in 12 other countries worldwide (China, Guam, Honduras, Hong Kong, Indonesia, Japan, Macau, Malaysia, Mexico, the Philippines, Vietnam and the United Arab Emirates) which brings to more than 13,100 the number of sites in Couche-Tard's network.

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 "believe", "could", "should", "intend", "expect", "estimate", "assume" 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.

Webcast on November 25, 2014 at 2:30 P.M. (ET)

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Couche-Tard invites analysts known to the Corporation to send their two questions in advance to its management, before 11:00 A.M. (ET) on November 25, 2014.

Financial analysts and investors who wish to listen to the webcast on Couche-Tard's results which will take place online on November 25, 2014 at 2:30 P.M. (ET) can do so by accessing the Corporation's website at http://corpo.couche-tard.com/ and by clicking on the corporate presentations link of the investor relations section. For those who will not be able to listen to the live presentation, the recording of the webcast will be available on the Corporation's website for a period of 90 days.

Q2 2015
ALIMENTATION COUCHE-TARD INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12 and 24-week periods ended October 12, 2014

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

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

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

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

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

 

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions of US dollars unless otherwise noted, except per share amounts, unaudited)

1. CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

The unaudited interim condensed consolidated financial statements (the "interim financial statements") have been prepared by the Corporation in accordance with generally accepted accounting principles in Canada as set out in Part I of the Chartered Professional Accountants of Canada (CPA Canada) Handbook - Accounting, which incorporates International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34 "Interim Financial Reporting".

The interim 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 27, 2014, except those disclosed in Note 2. The interim financial statements do not include all the information required for complete financial statements and should be read in conjunction with the audited annual consolidated financial statements and notes thereto in the Corporation's 2014 Annual Report. The results of operations for the interim periods presented do not necessarily reflect results expected for the full fiscal year. The Corporation's business follows a seasonal pattern. The busiest period is the first half-year of each fiscal year, which includes summer's sales. These interim financial statements have not been subject to a review engagement by the Corporation's external auditors.

On November 25, 2014, the Corporation's interim financial statements were approved by the board of directors who also approved their publication.

2. ACCOUNTING CHANGES

New interpretation

On April 28, 2014, the Corporation adopted the new interpretation IFRIC 21, "Levies". The interpretation identifies the obligating event for the recognition of a liability for a levy imposed by a government and provides guidance on when to recognize the liability. The adoption of this interpretation did not have a significant impact on the Corporation's consolidated financial statements.

Recently issued but not yet implemented

Classification and measurement of financial assets and financial liabilities

In July 2014, the IASB completed IFRS 9, "Financial Instruments" in its three-part project to replace IAS 39, "Financial Instruments: Recognition and Measurement" with a single approach to determine whether a financial asset is measured at amortized cost or fair value. The Standard includes requirements for recognition and measurement, impairment, derecognition and general hedge accounting. The standard is effective for fiscal years beginning on or after January 1^st, 2018 with earlier adoption permitted. The Corporation will assess, in due course, the impact of this standard on its consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15, "Revenue from Contracts with Customers", to specify how and when to recognize revenue as well as requiring the provision of more informative and relevant disclosures. IFRS 15 supersedes IAS 18, "Revenue", IAS 11, "Construction Contracts", and other revenue related interpretations. This standard is effective for annual reporting periods beginning on or after January 1^st, 2017 with earlier adoption permitted. The Corporation will assess, in due course, the impact of this standard on its consolidated financial statements.

3. BUSINESS ACQUISITIONS

• On June 23, 2014, the Corporation acquired 13 company-operated stores and two non-operating stores in South Carolina, United States from Garvin Oil Company. The Corporation owns the land and buildings for all sites.
• On October 8, 2014, the Corporation acquired 55 stores in Illinois and Indiana, United States from Tri Star Marketing inc. Among these, 54 are company-operated and one is operated by an independent operator. The Corporation owns the land and buildings for 54 sites and leases the land and owns the building for the remaining site. Through this transaction, the Corporation also acquired three biodiesel blending facilities.
• During the 24-week period ended October 12, 2014, the Corporation also acquired 13 other stores through distinct transactions. The Corporation owns the land and buildings for ten sites and leases these same assets for the remaining three.

For the 24-week period ended October 12, 2014, acquisition costs of $1.2 in connection with these acquisitions and other unrealized acquisitions are included in Operating, selling, administrative and general expenses.

These acquisitions were settled for a total cash consideration of $155.7. Since the Corporation has not completed its fair value assessment of the assets acquired, the liabilities assumed and goodwill for all transactions, the preliminary allocations of certain acquisitions are subject to adjustments to the fair value of the assets, liabilities and goodwill until the process is completed.

Purchase price allocations based on the estimated fair value on the date of acquisition and available information as at the date of publication of these consolidated financial statements is as follows:

The Corporation expects that $12.7 of the goodwill related to these transactions will be deductible for tax purposes.

These acquisitions were concluded in order to expand the Corporation's market share, to penetrate new markets and to increase its economies of scale. These acquisitions generated goodwill mainly due to the strategic location of stores acquired and negative goodwill due to the difference between the acquisition price and the fair value of net assets acquired. Since the date of acquisition, revenues and net earnings from these stores amounted to $48.6 and $1.3, respectively. Considering the nature of these acquisitions, the available financial information does not allow for the accurate disclosure of pro-forma revenues and net earnings had the Corporation concluded these acquisitions at the beginning of its fiscal year.

4. ASSETS HELD-FOR-SALE

On September 3, 2014, the Corporation reached an agreement to sell its aviation fuel business to BP Global Investments Ltd. The sale would be done through a share purchase agreement pursuant to which BP Global Investments Ltd. would acquire 100% of all issued and outstanding shares of Statoil Fuel & Retail Aviation AS. This transaction which is subject to standard regulatory approvals and closing conditions is expected to be completed by the end of December 2014. The Corporation's aviation fuel business' contribution to each line of its consolidated balance sheet has been grouped under the lines "Assets held for sale" and "Liabilities associated with assets held for sale" as indicated below:

5. BANK LOANS AND LONG-TERM DEBT

On May 16, 2014, the Corporation amended its term revolving unsecured operating credit D to increase the maximum amount available from $1,275.0 to $1,525.0. All other terms remain unchanged.

6. NET EARNINGS PER SHARE

The following table presents the information for the computation of basic and diluted net earnings per share:

When they have an anti-dilutive effect, stock options must be excluded from the calculation of the diluted net earnings per share. For the 12 and 24-week periods ended October 12, 2014 669,415 stock options were excluded (no stock options were excluded for the 12 and 24-week periods ended October 13, 2013).

7. ACCUMULATED OTHER COMPREHENSIVE INCOME

8. CAPITAL STOCK

Stock options

For the 12-week period ended October 12, 2014, a total of 138,480 stock options were exercised (2,506,590 for the 12-week period ended October 13, 2013). For the 24-week period ended October 12, 2014, a total of 150,270 stock options were exercised (2,887,020 for the 24-week period ended October 13, 2013).

On September 24, 2014, 651,274 stock options were granted under the Corporation's stock option plan. A description of the Corporation's stock-based compensation plan is included in Note 24 of the consolidated financial statements presented in the 2014 Annual Report.

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 1.68%;
• expected life of 8 years;
• expected volatility of 29.0%;
• expected quarterly dividend of CA$0.045 per share.

The fair value of stock options granted for the 12 and 24-week periods ended October 12, 2014 was CA$11.59.

Issued and outstanding shares

As at October 12, 2014, the Corporation has 148,101,840 (148,101,840 as at April 27, 2014) issued and outstanding Class A multiple voting shares each comprising ten votes per share and 417,775,571 (417,646,072 as at April 27, 2014) outstanding Class B subordinate voting shares each comprising one vote per share.

9. SEGMENTED INFORMATION

The Corporation operates convenience stores in the United States, in Europe and in Canada. It essentially operates in one reportable segment, the sale of goods for immediate consumption, road transportation fuel and other products mainly through corporate stores and franchise operations. The Corporation operates its convenience store chain under several banners, including Couche-Tard, Mac's, Circle K and Statoil. Revenues from external customers mainly fall into three categories: merchandise and services, road transportation fuel and other.

Information on the principal revenue classes as well as geographic information is as follows:

10. FAIR VALUES

The fair value of Trade accounts receivable and vendor rebates receivable, Credit and debit cards receivable and Accounts payable and accrued liabilities is comparable to their carrying amount given their short maturity. The fair value of Obligations related to buildings and equipment under finance leases is comparable to their carrying amount given that rent is generally at market value. The carrying values of the Term revolving unsecured operating credits and Unsecured non-revolving acquisition credit (as at April 27, 2014) approximates their fair values given that their credit spreads are similar to the credit spreads the Corporation would obtain in similar conditions at the reporting date.

The estimated fair value of each class of financial instruments and the methods and assumptions that were used to determine it are as follows:

• The fair value of the investment contract including an embedded total return swap, which is based on the fair market value of the Corporation's Class B shares is $43.8 as at October 12, 2014 ($36.6 as at April 27, 2014) (Level 2);
• The fair value of the senior unsecured notes, which is based on observable market data, is $1,187.1 as at October 12, 2014 ($1,191.5 as at April 27, 2014) (Level 2);
• The fair value of the cross-currency interest rate swaps, which is determined based on market rates obtained from the Corporation's financial institutions for similar financial instruments is $96.4 as at October 12, 2014 ($73.9 as at April 27, 2014) (Level 2). They are presented as other financial liabilities on the consolidated balance sheet.

Fair value hierarchy

Fair value measurements are categorized in accordance with the following levels:

11. SUBSEQUENT EVENTS

Dividends

During its November 25, 2014 meeting, the Corporation's Board of Directors declared a quarterly dividend of CA4.5¢ per share for the second quarter of fiscal 2015 to shareholders on record as at December 4, 2014 and approved its payment for December 18, 2014. This is an eligible dividend within the meaning of the Income Tax Act of Canada.  

SOURCE Alimentation Couche-Tard Inc.

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