ALIMENTATION COUCHE-TARD ANNOUNCES ITS RESULTS FOR THE THIRD QUARTER OF FISCAL 2011

Mar 10, 2011, 12:00 ET from ALIMENTATION COUCHE-TARD INC.

    -------------------------------------------------------------------------
    - Net earnings of $71.0 million, or $0.38 per share on a diluted basis,
      an increase of $16.2 million or 29.6% compared to the third quarter of
      fiscal 2010. Net earnings are up 30.8% since the beginning of the
      fiscal year.
    - Same-store merchandise sales up 3.9% in the United States and 0.4% in
      Canada.
    - Consolidated merchandise and service gross margin in proportion of
      sales up 0.2% at 33.2%.
    - Same-store motor fuel volume up 0.7% in the United States and 3.2% in
      Canada.
    - Motor fuel gross margin in the United States at 13.38 cents per gallon,
      up 0.50 cent per gallon but down 0.01 cent per gallon, net of
      electronic payment modes fees.
    - Operating, selling, administrative and general expenses accounted for
      30.8% of merchandise and service revenues in the third quarter of
      fiscal 2011 against 31.3% during the comparable quarter last year.
    - Early redemption of the subordinated unsecured debt of $350.0 million
      bearing interest at 7.5%.
    - Repurchase of 9,000 Class A multiple voting shares and 2,435,900
      Class B subordinate voting shares.
    -------------------------------------------------------------------------

    TSX:  ATD.A, ATD.B

LAVAL, QC, March 10 /PRNewswire-FirstCall/ - For its third quarter, Alimentation Couche-Tard Inc. announces net earnings of $71.0 million, up $16.2 million or 29.6% from last fiscal's comparable period. The increase mainly reflects the growth of merchandise and service sales and related margin, the contribution from a growing number of sites offering fuel, the growth in same-store motor fuel volume in Canada and the United States, the strengthening of the Canadian dollar as well as Couche-Tard's sound management of its expenses. The increase in motor fuel gross margin was offset by the increase in electronic payment modes resulting from higher average motor fuel retail prices. Net earnings were also negatively impacted by the higher income tax rate. The variance in the tax rate is however rather positive on an annual basis as the variance should be favorable throughout fiscal 2011 compared to fiscal 2010.

"During the third quarter, we continued on the momentum of the previous quarters. Our results continue to improve, primarily from the growing contribution of in-store sales and margin", declared Alain Bouchard, President and Chief Executive Officer. "As for acquisitions, we are looking at many interesting opportunities but as we have mentioned many times in the past, we don't want to favor store count growth to the detriment of shareholders' return. Yet, when the right opportunity at the right price presents itself, we will be ready" he concluded.

As for Raymond Paré, Vice-President and Chief Financial Officer, he indicated: "Once again, despite the absence of recent major acquisitions, quarter after quarter, we continue to create value for our shareholders by improving our sales and margins and through initiatives that allow us to increase our efficiency. We are also optimizing our capital structure, including the repurchase of our own shares as well as the redemption of our debt bearing a higher interest rate. However, this optimization is done prudently, taking into consideration investment opportunities that could arise in the foreseeable future. As we have mentioned many times in the past, we have a balanced approach which uses all of the tools that allow for the creation of value for our partners and shareholders. We remain a business focused on growth but mainly on value creation".

Highlights of the Third Quarter of Fiscal 2011

Changes in the Store Network

The following table presents certain information regarding changes in Couche-Tard's stores network over the 16 and 40-week periods ended January 30, 2011:

                         16-week period                40-week period
                     ended January 30, 2011        ended January 30, 2011
                  -----------------------------------------------------------
                   Company-     Affi-            Company-     Affi-
                  operated    liated            operated    liated
                    stores    stores     Total    stores    stores     Total
                  -----------------------------------------------------------
    Number of
     stores,
     beginning
     of period       4,415     1,489     5,904     4,408     1,470     5,878
      Acquisitions       9         -         9        40         -        40
      Openings /
       constructions
       / additions      10        17        27        26       100       126
      Closures /
       disposals /
       withdrawals     (31)      (35)      (66)      (71)      (99)     (170)
    -------------------------------------------------------------------------
    Number of
     stores, end
     of period       4,403     1,471     5,874     4,403     1,471     5,874
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

Acquisitions and construction of new stores

During the third quarter of fiscal 2011, Couche-Tard acquired nine company-operated stores through seven distinct transactions.

In addition, the Company built ten new stores during the 16-week period ended January 30, 2011 and 26 since the beginning of fiscal 2011.

Management of the store network

During the third quarter of fiscal 2011, in order to stimulate growth and to create additional value, Couche-Tard subdivided its Eastern Canada business unit by creating two new units: the Quebec West unit as well as the Quebec East and Atlantic unit. This strategic reorganization is in line with the Company's business philosophy which is to operate networks of a maximum of approximately 500 to 600 company-operated stores per business unit. Thus, from now on, the network is operated by 13 business units, including nine in the United States covering 42 states and the District of Columbia and four in Canada covering all ten provinces.

Share repurchase program

During the third quarter of fiscal 2011, Couche-Tard implemented a new share repurchase program. This program allows the Company to repurchase up to 2,685,335 of the 53,706,712 Class A multiple voting shares and up to 11,621,801 of the 116,218,014 Class B subordinate voting shares issued and outstanding as at October 20, 2010 (representing 5.0% of the Class A multiple voting shares issued and outstanding and 10.0% of the Class B subordinate voting shares of the public float, as at that date, respectively, as defined by applicable rules). In accordance with Toronto Stock Exchange requirements, Couche-Tard can repurchase a daily maximum of 1,000 Class A multiple voting shares and of 83,622 Class B subordinate voting shares. When making such repurchases, the number of Class A multiple voting shares and of Class B subordinate voting shares in circulation is reduced and the proportionate interest of all remaining shareholders in the Company's share capital is increased on a pro rata basis. The share repurchase period will end no later than October 24, 2011. All shares repurchased under the share repurchase program are cancelled upon repurchase. Under this program, during the 16-week period ended January 30, 2011, Couche-Tard repurchased 9,000 Class A multiple voting shares at a weighted average cost of Cdn$24.83 and 2,435,900 Class B subordinate voting shares at a weighted average cost of Cdn$24.86.

Early redemption of the Subordinated Unsecured Debt

On December 15, 2010, the Company proceeded to the early redemption of its Subordinated Unsecured Debt (the "debt") at a price of 101.25% of the principal amount. The debt had a nominal value of $350.0 million and was bearing interest at 7.5%. The total amount disbursed for the redemption was $354.4 million, consisting of the nominal value of $350.0 million plus the premium of $4.4 million. At the time of redemption, the debt had a book value of $351.4 million. Therefore, a pre-tax negative net impact of $3.0 million was recorded to earnings. This negative net impact is comprised of the $4.4 million premium paid, net of $1.4 million gain which represents the difference between the debt's book value of $351.4 million and the nominal value of $350.0 million.

Dividends

During its March 10, 2011 meeting, the Company's Board of Directors declared a quarterly dividend of Cdn$0.05 per share for the third quarter of fiscal 2011 to shareholders on record as at March 21, 2011 and approved its payment for March 29, 2011. This is an eligible dividend within the meaning of the Income Tax Act of Canada.

Exchange Rate Data

The Company's US dollar reporting provides more relevant information given the predominance of its operations in the United States and its debt largely dominated in US dollars.

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

                               16-week periods ended   40-week periods ended
                              -----------------------------------------------
                              January 30, January 31, January 30, January 31,
                                    2011        2010        2011        2010
                              -----------------------------------------------
    Average for period(1)         0.9921      0.9499      0.9750      0.9173
    Period end                    0.9989      0.9352      0.9989      0.9352

    -------------------------------------------------------------------------
    (1) Calculated by taking the average of the closing exchange rates of
        each day in the applicable period.

Considering the Company uses the US dollar as its reporting currency, in its consolidated financial statements and in the present document, unless indicated otherwise, results from its Canadian and corporate operations are translated into US dollars using the average rate for the period. Variances and explanations related to variations in the foreign exchange rate and the volatility of the Canadian dollar which are discussed in the present document are therefore related to the translation in US dollars of the Company's Canadian and corporate operations results and do not have a true economic impact on its performance since most of the Company's consolidated revenues and expenses are received or denominated in the functional currency of the markets in which it does business. Accordingly, the sensitivity of the Company's results to variations in foreign exchange rates is economically limited.

Selected Consolidated Financial Information

The following table highlights certain information regarding Couche-Tard's operations for the 16 and 40-week periods ended January 30, 2011 and January 31, 2010:

    (In millions
     of US dollars,
     unless
     otherwise
     stated)           16-week periods ended         40-week periods ended
                   ----------------------------------------------------------
                   January   January     Varia-  January   January     Varia-
                        30,       31,     tion        30,       31,     tion
                      2011      2010         %      2011      2010         %
                   ----------------------------------------------------------
    Statement of
     Operations
     Data:
    Merchandise
     and service
     revenues(1):
      United
       States      1,211.8   1,161.0       4.4   3,208.6   3,061.3      4.8
      Canada         584.9     554.7       5.4   1,602.2   1,461.5      9.6
                   ----------------------------------------------------------
      Total
       merchandise
       and service
       revenues    1,796.7   1,715.7       4.7   4,810.8   4,522.8      6.4
                   ----------------------------------------------------------
    Motor fuel
     revenues:
      United
       States      3,161.1   2,684.2      17.8   7,720.3   6,591.5      17.1
      Canada         653.4     535.3      22.1   1,593.7   1,321.8      20.6
                   ----------------------------------------------------------
      Total motor
       fuel
       revenues    3,814.5   3,219.5      18.5   9,314.0   7,913.3      17.7
                   ----------------------------------------------------------
    Total
     revenues      5,611.2   4,935.2      13.7  14,124.8  12,436.1      13.6
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    Merchandise
     and service
     gross
     profit(1):
      United
       States        401.7     381.7       5.2   1,058.8   1,002.8       5.6
      Canada         195.3     183.7       6.3     552.3     495.3      11.5
                   ----------------------------------------------------------
      Total
       merchandise
       and service
       gross profit  597.0     565.4       5.6   1,611.1   1,498.1       7.5
                   ----------------------------------------------------------
    Motor fuel
     gross profit:
      United
       States        145.7     130.2      11.9     446.8     373.4      19.7
      Canada          43.2      35.6      21.3     106.5      93.0      14.5
                   ----------------------------------------------------------
      Total motor
       fuel gross
       profit        188.9     165.8      13.9     553.3     466.4      18.6
                   ----------------------------------------------------------
    Total gross
     profit          785.9     731.2       7.5   2,164.4   1,964.5      10.2
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    Operating,
     selling,
     administrative
     and general
     expenses        616.8     589.9       4.6   1,565.9   1,468.4       6.6
    Depreciation
     and
     amortization
     of property
     and equipment
     and other
     assets           67.0      63.2       6.0     164.8     155.1       6.3
                   ----------------------------------------------------------
    Operating
     income          102.1      78.1      30.7     433.7     341.0      27.2
                   ----------------------------------------------------------
    Net earnings      71.0      54.8      29.6     306.1     234.1      30.8
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    Other Operating
     Data:
    Merchandise and
     service gross
     margin(1):
      Consolidated    33.2%     33.0%      0.2%     33.5%     33.1%      0.4%
      United
       States         33.1%     32.9%      0.2%     33.0%     32.8%      0.2%
      Canada          33.4%     33.1%      0.3%     34.5%     33.9%      0.6%
    Growth of
     same-store
     merchandise
     revenues(2)(3):
      United
       States          3.9%      3.0%                4.4%      2.7%
      Canada           0.4%      4.9%                2.8%      4.2%
    Motor fuel
     gross
     margin(3):
      United
       States
       (cents per
       gallon):      13.38     12.88       3.9     16.26     14.54      11.8
      Canada
       (Cdn cents
       per litre)     5.66      5.16       9.7      5.48      5.44       0.7
    Volume of
     motor fuel
     sold(4):
      United
       States
       (millions
       of
       gallons)    1,101.2   1,043.3       5.5   2,808.0   2,656.4       5.7
      Canada
       (millions
        of litres)   770.4     724.8       6.3   1,996.8   1,860.9       7.3
    Growth of
     same-store
     motor fuel
     volume(3):
      United
       States          0.7%     (0.2%)               0.8%      1.5%
      Canada           3.2%      1.4%                4.5%      2.0%
                   ----------------------------------------------------------
    Per Share Data:
      Basic net
       earnings
       per share
       (dollars
       per share)     0.38      0.30      26.7      1.65      1.27      29.9
      Diluted net
       earnings
       per share
       (dollars
       per share)     0.38      0.29      31.0      1.62      1.24      30.6

                   ----------------------------------------------------------
                                                 January     April     Varia-
                                                      30,       25,     tion
                                                    2011      2010         $
                   ----------------------------------------------------------
    Balance Sheet
     Data:
      Total assets                               3,697.6   3,696.7       0.9
      Interest-bearing debt                        526.0     741.2    (215.2)
      Shareholders' equity                       1,850.1   1,614.3     235.8
    Indebtedness Ratios:
      Net interest-bearing
       debt/total
       capitalization(5)                          0.16:1    0.24:1
      Net interest-bearing
       debt/EBITDA(6)                             0.46:1(7) 0.80:1
      Adjusted net interest
       bearing debt/EBITDAR(8)                    2.24:1(7) 2.81:1
    Returns:
      Return on
       equity(7)(9)                                 22.2%
      Return on capital
       employed(7)(10)                              18.8%
    -------------------------------------------------------------------------

    (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.
    (7)  This ratio was standardized over a period of one year. It includes
         the results of the first, second and third quarters of the fiscal
         year which will end April 24, 2011 as well as the fourth quarter of
         the fiscal year ended April 25, 2010.
    (8)  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 plus the product of eight times rent expense,
         net of cash and cash equivalents and temporary investments, divided
         by EBITDAR (Earnings Before Interest, Tax, Depreciation,
         Amortization and Rent expense). 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.
    (9)  This ratio is presented for information purposes only and represents
         a measure of performance used especially in financial circles. It
         represents the following calculation: cumulated net earnings of the
         last four quarter divided by average equity for the same period. 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.
    (10) This ratio is presented for information purposes only and represents
         a measure of performance used especially in financial circles. It
         represents the following calculation: cumulated earning before
         income taxes and interests of the last four quarter divided by
         average capital employed for the same period. Capital employed
         represents total assets less short-term liabilities. 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 $5.6 billion in the third quarter of fiscal 2011, up $676.0 million, an increase of 13.7%, mainly attributable to an increase in motor fuel sales due to higher average retail prices at the pump and the rise in motor fuel volume sold in the United States and Canada, to the stronger Canadian dollar as well as to the growth of merchandise and service sales.

As for the first three quarters of fiscal 2011, revenues grew by $1.7 billion, an increase of 13.6% compared to the first three quarters of fiscal 2010 for reasons similar to those mentioned for the quarter.

More specifically, the growth of merchandise and service revenues for the third quarter of fiscal 2011 was $81.0 million or 4.7%, of which approximately $25.0 million was generated by a stronger Canadian dollar. Internal growth, as measured by the growth in same-store merchandise revenues, was 3.9% in the United States while it stood at 0.4% in Canada. For the Canadian and U.S. markets, growth of same-store merchandise sales is attributable to Couche-Tard's merchandising strategies, to the economic condition in each of its market as well as to the investments the Company made to enhance service and the offering of products in its stores.

In the first three quarters of fiscal 2011, merchandise and service revenues rose by $288.0 million, a 6.4% increase compared to the same period last fiscal year for reasons similar to those of the third quarter, including an increase in same-store merchandise revenues of 4.4% in the United States and 2.8% in Canada.

Motor fuel revenues increased by $595.0 million or 18.5% in the third quarter of fiscal 2011, of which $101.0 million stems from additional volume due to a growing number of sites offering motor fuel and approximately $24.0 million were generated by the appreciation of the Canadian dollar against its U.S. counterpart. Same-store motor fuel volume grew by 0.7% in the United States and 3.2% in Canada. The higher average retail price of motor fuel generated an increase in revenues of approximately $345.0 million as shown in the following table, starting with the fourth quarter of the fiscal year ended April 25, 2010:

                                                                    Weighted
    Quarter                      4th       1st       2nd       3rd   average
    -------------------------------------------------------------------------
    52-week period ended
     January 30, 2011
       United States
        (US dollars per
        gallon)                 2.71      2.72      2.67      2.89      2.76
       Canada (Cdn cents
        per litre)             92.36     91.46     90.47     97.76     93.32
    52-week period ended
     January 31, 2010
       United States
        (US dollars per
        gallon)                 1.95      2.41      2.48      2.59      2.38
       Canada (Cdn cents
        per litre)             78.67     88.80     89.24     90.00     87.13
    -------------------------------------------------------------------------

For the first three quarters of fiscal 2011, motor fuel revenues increased by $1.4 billion or 17.7% of which $275.0 million stems from additional volume due to a growing number of sites offering motor fuel and approximately $83.0 million were generated by the appreciation of the Canadian dollar against its U.S. counterpart. Same-store motor fuel volume grew by 0.8% in the United States and 4.5% in Canada. The higher average retail price of motor fuel generated an increase in revenues of approximately $747.0 million.

The consolidated merchandise and service gross margin was 33.2% in the third quarter of fiscal 2011, up 0.2% compared with the same quarter of fiscal 2010. In the United States, the gross margin was 33.1% while it was 33.4% in Canada, a 0.2% and 0.3% increase, respectively. These increases reflect a more favorable product-mix, the improvements Couche-Tard brought to its supply terms as well as its merchandising strategy in tune with market competitiveness and economic conditions within each market.

During the first three quarters of fiscal 2011, the consolidated merchandise and service gross margin was 33.5%. More specifically, it was 33.0% in the United States, an increase of 0.2%, and 34.5% in Canada, an increase of 0.6%.

In the third quarter of fiscal 2011, the motor fuel gross margin for Couche-Tard's company-operated stores in the United States increased by 0.50 cents per gallon, from 12.88 cents per gallon last year to 13.38 cents per gallon this year. However, taking into account expenses related to electronic payment modes, net margin per gallon is comparable. In Canada, the gross margin increased to Cdn5.66 cents per litre compared with Cdn5.16 cents per litre for the third quarter of fiscal 2010. The motor fuel gross margin of 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 fourth quarter of fiscal year ended April 25, 2010, were as follows:

    (US cents per gallon)
                                                                    Weighted
    Quarter                      4th       1st       2nd       3rd   average
    -------------------------------------------------------------------------
    52-week period ended
     January 30, 2011
      Before deduction of
       expenses related to
       electronic payment
       modes                   14.21     19.12     17.12     13.38     15.80
      Expenses related to
       electronic payment
       modes                    4.14      4.17      4.17      4.36      4.22
      -----------------------------------------------------------------------
      After deduction of
       expenses related to
       electronic payment
       modes                   10.07     14.95     12.95      9.02     11.58
      -----------------------------------------------------------------------
    52-week period ended
     January 31, 2010
      Before deduction of
       expenses related to
       electronic payment
       modes                   11.38     15.43     15.78     12.88     13.82
      Expenses related to
       electronic payment
       modes                    3.10      3.56      3.79      3.85      3.60
      -----------------------------------------------------------------------
      After deduction of
       expenses related to
       electronic payment
       modes                    8.28     11.87     11.99      9.03     10.22
      -----------------------------------------------------------------------
    -------------------------------------------------------------------------

As for the 40-week period ended January 30, 2011, the motor fuel gross margin for Couche-Tard's company-operated stores in the United States increased by 1.72 cents per gallon, from 14.54 cents per gallon last fiscal year to 16.26 cents per gallon this fiscal year. In Canada, the margin is up very slightly, reaching Cdn5.48 cents per litre compared with Cdn5.44 cents per litre for the comparable period of fiscal 2010.

For the third quarter of fiscal 2011, operating, selling, administrative and general expenses rose by 4.6% compared with the third quarter of fiscal 2010. These expenses increased by 1.6% because of the increase in electronic payment modes expenses, by 1.3% because of the stronger Canadian dollar and by 0.9% because of acquisitions. Excluding these items, expenses increased by only 0.8% which reflects the increase in hours worked in stores in order to support the increase in merchandise and service sales, minimum wage increases in certain regions as well as the normal increase in expenses caused by inflation. Moreover, excluding expenses related to electronic payment modes for both comparable periods, expenses in proportion to merchandise and services sales represented 30.8% of sales during the third quarter of fiscal 2011, compared to 31.3% during the third quarter of fiscal 2010.

As for the first three quarters of fiscal 2011, operating, selling, administrative and general expenses rose by 6.6% compared with the corresponding period of fiscal 2010. These expenses increased by 1.8% because of the stronger Canadian dollar, by 1.6% because of the increase in electronic payment modes expenses and by 0.7% because of acquisitions. In addition, during the second quarter of fiscal 2011, following the non-renewal of its public tender offer for the acquisition of Casey's, Couche-Tard recorded to earnings related fees that had previously been deferred, which made expenses increase by 0.6%. Excluding these items, expenses increased by 1.9% for reasons similar to those mentioned for the third quarter. Moreover, excluding fees related to Casey's as well as expenses related to electronic payment modes for both comparable periods, expenses in proportion to merchandise and services sales represented 29.1% of sales during the first three quarters of fiscal 2011, compared to 29.6% during the first three quarters of fiscal 2010.

This performance reflects Couche-Tard's constant efforts to find ways to improve its efficiency while making certain that it maintains the quality of the service it offers its clients. In proportion to merchandise and service sales, Couche-Tard improved its performance for the last eight quarters. The Company's decentralized business model as well as its organizational culture are clearly factors allowing it to be one of the most efficient operators of its industry.

During the third quarter of fiscal 2011, EBITDA increased by 19.7% compared to the corresponding period of the previous fiscal year, reaching $169.1 million while it reached $598.5 million during the first three quarters of fiscal 2011, an increase of 20.6%. Acquisitions contributed $1.0 million to EBITDA during the third quarter and $3.8 million during the first three quarters.

It should be noted that EBITDA is not a performance measure defined by Canadian GAAP, but the Company, investors and analysts use this measure to evaluate the Company's financial and operating performance. Note that the Company's definition of this measure may differ from the one used by other public companies:

    (in millions of
     US dollars)               16-week periods ended   40-week periods ended
                              January 30, January 31, January 30, January 31,
                                    2011        2010        2011        2010
    -------------------------------------------------------------------------
    Net earnings, as reported       71.0        54.8       306.1       234.1
    -------------------------------------------------------------------------
    Add:
      Income taxes                  21.1        14.7       103.3        84.4
      Financial expenses            10.0         8.6        24.3        22.5
      Depreciation and
       amortization of
       property and
       equipment and
       other assets                 67.0        63.2       164.8       155.1
    -------------------------------------------------------------------------
    EBITDA                         169.1       141.3       598.5       496.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

For the third quarter and first three quarters of fiscal 2011, the depreciation expense increased due to the investments the Company made through acquisitions, replacement of equipment, the addition of new stores and the ongoing improvement of its network.

For the third quarter of fiscal 2011, financial expenses increased by $1.4 million compared with the third quarter of fiscal 2010 while they increase by $1.8 million during the first three quarters of fiscal 2011. These increases are mostly related to additional capital leases. As for the non-recurring net charge of $3.0 million recorded following the early redemption by Couche-Tard of its subordinated unsecured debt of $350.0 million, it was offset by the decrease in average borrowings and interest rates.

The income tax rate for the third quarter of fiscal 2011 is 22.9% compared to a rate of 21.1% for the same quarter last fiscal year. As for the first three quarters of fiscal 2011, the rate is 25.2% compared to a rate of 26.5% for the comparable period last fiscal year.

Couche-Tard closed the third quarter of fiscal 2011 with net earnings of $71.0 million, which equals $0.38 per share ($0.38 per share on a diluted basis), compared to $54.8 million the previous fiscal year ($0.29 per share on a diluted basis), an increase of $16.2 million or 29.6%. The stronger Canadian dollar had a favorable impact of approximately $1.5 million on net earnings.

As for the first three quarters of fiscal 2011 net earnings were $306.1 million, which equals $1.65 per share ($1.62 per share on a diluted basis), compared to $234.1 million the previous fiscal year ($1.24 per share on a diluted basis), an increase of $72.0 million or 30.8%. The stronger Canadian dollar had a favorable impact of approximately $7.5 million on net earnings.

As for fees related to Couche-Tard's public tender offer for the acquisition of Casey's, they had a negative impact of approximately $7.0 million on net earnings for the first three quarters of fiscal 2011 or $0.04 per share on a diluted basis. It has to be noted that in the fourth quarter of fiscal 2010, a gain on disposal of Casey's shares of $11.4 million net of income taxes had been recorded.

Liquidity and Capital Resources

Couche-Tard's sources of liquidity remain unchanged compared with the fiscal year ended April 25, 2010. For further information, please refer to its 2010 Annual Report.

With respect to the early redemption of the subordinated unsecured debt, capital expenditures, acquisitions and share repurchases Couche-Tard carried out in the first three quarters of fiscal 2011, they were financed using its available cash and its credit facilities. The Company expects that its cash available from operations together with borrowings available under its revolving unsecured credit facilities will meet its liquidity needs in the foreseeable future.

Couche-Tard's credit facilities have not changed with respect to their terms of use since April 25, 2010. As at January 30, 2011, $486.0 million of the Company's term revolving unsecured operating credits had been used ($250.0 million for the US dollars portion, $236.0 million for the Canadian dollars portion). As at the same date, the weighted average effective interest rate was 0.81%. In addition, standby letters of credit in the amount of Cdn$0.8 million and $29.4 million were outstanding as at January 30, 2011.

    Selected Consolidated Cash Flow Information

    (In millions
     of US dollars)    16-week periods ended         40-week periods ended
                   ----------------------------------------------------------
                   January   January     Varia-  January   January     Varia-
                        30,       31,     tion        30,       31,     tion
                      2011      2010         $      2011      2010         $
                   ----------------------------------------------------------
    Operating
     activities
      Cash flows(1)  158.8     117.1      41.7     488.8     394.3      94.5
      Other         (163.4)   (142.7)    (20.7)   (101.2)   (179.6)     78.4
                   ----------------------------------------------------------
    Net cash
     provided by
     operating
     activities       (4.6)    (25.6)     21.0     387.6     214.7     172.9
                   ----------------------------------------------------------
    Investing
     activities
      Purchase of
       property and
       equipment
       and other
       assets, net
       of proceeds
       from the
       disposal of
       property and
       equipment     (63.7)    (94.6)     30.9    (124.9)   (167.2)     42.3
      Business
       acquisitions   (8.5)    (44.3)     35.8     (34.8)   (111.9)     77.1
      Proceeds from
       sale and
       leaseback
       transactions      -       1.0      (1.0)      5.1      10.6      (5.5)
                   ----------------------------------------------------------
    Net cash used
     in investing
     activities      (72.2)   (137.9)     65.7    (154.6)   (268.5)    113.9
                   ----------------------------------------------------------
    Financing
     activities
      Early
       redemption
       of
       subordinated
       unsecured
       debt         (332.6)        -    (332.6)   (332.6)        -    (332.6)
      Increase in
       other
       long-term
       borrowings    234.3     110.2     124.1     134.9      80.2      54.7
      Share
       repurchase    (60.2)        -     (60.2)    (60.2)    (56.4)     (3.8)
      Amount
       received
       following
       early
       termination
       of an
       interest
       rate swap
       agreement         -       2.5      (2.5)        -       2.5      (2.5)
      Dividends       (9.1)     (6.1)     (3.0)    (23.4)    (18.0)     (5.4)
      Issuance of
       shares          4.8       0.3       4.5      10.0       2.3       7.7
    Net cash
     (used in) from
     financing
     activities     (162.8)    106.9    (269.7)   (271.3)     10.6    (281.9)
                   ----------------------------------------------------------
    Company
     credit rating
    Standard
     and Poor's        BB+       BB+                 BB+       BB+
                   ----------------------------------------------------------
                   ----------------------------------------------------------

    1. These cash flows are presented for information purposes only and
       represent a performance measure used especially in financial circles.
       They represent net earnings plus depreciation and amortization, loss
       on disposal of assets (less gains 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

During the third quarter of fiscal 2011, net cash outflows of $4.6 million are attributable to operating activities,including items in relation with the early redemption of the subordinated unsecured debt as described in Note 9 of the consolidated financial statements for the 40-week period end January 30, 2011. During the first three quarters of 2011, net cash from operation of Couche-Tard stores reached $387.6 million, up $172.9 million from the comparable period of fiscal 2010 for the same reasons as for the quarter.

Investing activities

During the third quarter of fiscal 2011, Couche-Tard's investing activities were primarily for the acquisition of nine company-operated stores for a total amount of $8.5 million and for capital expenditures for a total amount of $63.7 million. Since the beginning of the fiscal year, Couche-Tard acquired 40 stores for a total amount of $34.8 million and disbursed a total of $124.9 million for capital expenditures. Capital expenditures were primarily for the replacement of equipment in some stores to enhance the offering of products and services, the addition of new stores as well as the ongoing improvement of the Company's network.

Financing activities

During the third quarter of fiscal 2011, Couche-Tard proceeded to the early redemption of its subordinated unsecured debt amounting to $332.6 million. Other long-term borrowings increased $234.3 million to, amongst other things, pay for part of the redemption of the subordinated unsecured debt. Finally, the Company paid $60.2 million under its share repurchase program and $9.1 million in dividends.

Financial Position as at January 30, 2011

As shown by its indebtedness ratios included in the "Selected Consolidated Financial Information" section and its net cash provided by operating activities, Couche-Tard's financial position is excellent.

Its total consolidated assets amounted to $3.7 billion as at January 30, 2011, similar to the balance as at April 25, 2010. For the 52-week period ended January 30, 2011, Couche-Tard recorded a return on capital employed of 18.8%(1).

Shareholders' equity amounted to $1.9 billion as at January 30, 2011, up $235.8 million compared to April 25, 2010, mainly reflecting net earnings of the first three quarters of fiscal 2011, partially offset by dividends declared and share repurchases. For the 52-week period ended January 30, 2011, Couche-Tard recorded a return on equity of 22.2%(2).

    Selected Quarterly Financial Information (Unaudited)

    (In millions of US dollars except for                     40-week period
     per share data, unaudited)                       ended January 30, 2011
    -------------------------------------------------------------------------
    Quarter                                          3rd       2nd       1st
    Weeks                                       16 weeks  12 weeks  12 weeks
                            -------------------------------------------------
    Revenues                                     5,611.2   4,240.7   4,272.9
                            -------------------------------------------------
    Income before
     depreciation and
     amortization of
     property and
     equipment and
     other assets,
     financial expenses
     and income taxes                              169.1     199.7     229.7
    Depreciation and
     amortization of
     property and
     equipment and other
     assets                                         67.0      49.8      48.0
                            -------------------------------------------------
    Operating income                               102.1     149.9     181.7
                            -------------------------------------------------
    Financial expenses                              10.0       7.4       6.9
                            -------------------------------------------------
    Net earnings                                    71.0     105.6     129.5
                            -------------------------------------------------
                            -------------------------------------------------
    Net earnings per share
      Basic                                        $0.38     $0.57     $0.70
      Diluted                                      $0.38     $0.56     $0.69
    -------------------------------------------------------------------------

                                                                     Extract
                                                                    from the
                                                                     52-week
    (In millions of                                                   period
     US dollars except                                                 ended
     for per share data,                                            April 26,
     unaudited)                52-week period ended April 25, 2010      2009
    -------------------------------------------------------------------------
    Quarter                      4th       3rd       2nd       1st       4th
    Weeks                   12 weeks  16 weeks  12 weeks  12 weeks  12 weeks
                            -------------------------------------------------
    Revenues                 4,003.5   4,935.2   3,825.8   3,675.1   2,994.0
                            -------------------------------------------------
    Income before
     depreciation and
     amortization of
     property and
     equipment and
     other assets,
     financial expenses
     and income taxes          150.5     141.3     176.4     178.4     105.0
    Depreciation and
     amortization of
     property and
     equipment and other
     assets                     49.4      63.2      46.9      45.0      42.6
                            -------------------------------------------------
    Operating income           101.1      78.1     129.5     133.4      62.4
                            -------------------------------------------------
    Financial expenses           7.4       8.6       7.0       6.9       6.8
                            -------------------------------------------------
    Net earnings                68.8      54.8      88.2      91.1      38.0
                            -------------------------------------------------
                            -------------------------------------------------
    Net earnings per share
      Basic                    $0.37     $0.30     $0.48     $0.49     $0.20
      Diluted                  $0.37     $0.29     $0.47     $0.48     $0.20
    -------------------------------------------------------------------------

(1) This ratio is presented for information purposes only and represents

a measure of performance used especially in financial circles. It

represents the following calculation: cumulated earning before income

taxes and interests of the last four quarter divided by average

capital employed for the same period. Capital employed represents

total assets less short-term liabilities. 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. This ratio was standardized over a period of one year. It

includes the results of the first, second and third quarters of the

fiscal year which will end April 24, 2011 as well as the fourth

quarter of the fiscal year ended April 25, 2010.

(2) This ratio is presented for information purposes only and represents

a measure of performance used especially in financial circles. It

represents the following calculation: cumulated net earnings of the

last four quarter divided by average equity for the same period. 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. This ratio was standardized over a period of

one year. It includes the results of the first, second and third

quarters of the fiscal year which will end April 24, 2011 as well

as the fourth quarter of the fiscal year ended April 25, 2010.

Outlook

For the remainder of fiscal 2011, Couche-Tard expects to pursue its investments with caution in order to, amongst other things, improve its network. Given the economic climate and its attractive access to capital, Couche-Tard believes to be well positioned to realize acquisitions and create value. However, Couche-Tard will continue to exercise patience in order to benefit from a fair price in view of current market conditions. The Company also intends to keep an ongoing focus on its supply terms and operating expenses.

Finally, in line with its business model, Couche-Tard intends to continue to focus its resources on the sale of fresh products and on innovation, including the introduction of new products and services, in order to satisfy the needs of its large clientele.

Profile

Alimentation Couche-Tard Inc. is the leader in the Canadian convenience store industry. In North America, Couche-Tard is the largest independent convenience store operator (whether integrated with a petroleum company or not) in terms of number of company-operated stores. Couche-Tard currently operates a network of 5,874 convenience stores, 4,169 of which include motor fuel dispensing. The stores are operated by 13 business units, including nine in the United States covering 42 states and the District of Columbia, and four in Canada covering all ten provinces. More than 53,000 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.

    Webcast on March 10, 2011 at 3:30 P.M. (EST)
    -------------------------------------------------------------------------

Couche-Tard invites analysts known to the Company to send their two questions in advance to its management, before 1:30 P.M. (EST) on March 10, 2011.

Financial analysts and investors who wish to listen to the webcast on Couche-Tard's results which will take place online on March 10, 2011 at 3:30 P.M. (EST) can do so by accessing the Company's website at www.couche-tard.com/corporate 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 Company's website for a period of 90 days.

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

                                       16 weeks                40 weeks
    For the periods ended     January 30, January 31, January 30, January 31,
                                    2011        2010        2011        2010
    -------------------------------------------------------------------------
                                       $           $           $           $
    Revenues                     5,611.2     4,935.2    14,124.8    12 436.1
    Cost of sales (excluding
     depreciation and
     amortization of property
     and equipment and other
     assets as shown separately
     below)                      4,825.3     4,204.0    11,960.4    10,471.6
    -------------------------------------------------------------------------
    Gross profit                   785.9       731.2     2,164.4     1,964.5
    -------------------------------------------------------------------------

    Operating, selling,
     administrative and general
     expenses                      616.8       589.9     1,565.9     1,468.4
    Depreciation and
     amortization of property
     and equipment and other
     assets                         67.0        63.2       164.8       155.1
    -------------------------------------------------------------------------
                                   683.8       653.1     1,730.7     1,623.5
    -------------------------------------------------------------------------
    Operating income               102.1        78.1       433.7       341.0
    Financial expenses              10.0         8.6        24.3        22.5
    -------------------------------------------------------------------------
    Earnings before income taxes    92.1        69.5       409.4       318.5
    Income taxes                    21.1        14.7       103.3        84.4
    -------------------------------------------------------------------------
    Net earnings                    71.0        54.8       306.1       234.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net earnings per share (Note 4)
      Basic                         0.38        0.30        1.65        1.27
      Diluted                       0.38        0.29        1.62        1.24
    Weighted average number of
     shares (in thousands)       184,486     183,594     185,025     184,413
    Weighted average number of
     shares - diluted
     (in thousands)              188,210     188,458     188,531     188,870
    Number of shares
     outstanding at end
     of period (in thousands)    183,682     183,611     183,682     183,611
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


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

    For the periods ended              16 weeks               40 weeks
                              January 30, January 31, January 30, January 31,
                                    2011        2010        2011        2010
    -------------------------------------------------------------------------
                                       $           $           $           $
    Net earnings                    71.0        54.8       306.1       234.1
    Other comprehensive income
      Changes in cumulative
       translation adjustments(1)    3.0        (3.1)        0.8        43.6
      Change in fair value of
       a financial instrument
       designated as a cash
       flow hedge(2)                 1.0         0.1         2.3         0.8
      Gain realized on a
       financial instrument
       designated as a cash
       flow hedge transferred
       to earnings(3)               (0.6)       (0.1)       (1.1)       (0.2)
    -------------------------------------------------------------------------
    Other comprehensive income       3.4        (3.1)        2.0        44.2
    -------------------------------------------------------------------------
    Comprehensive income            74.4        51.7       308.1       278.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) For the 16 and 40-week periods ended January 30, 2011, these amounts
        include a gain of $3.0 and a loss of $3.9, respectively (net of
        income taxes of $0.4 and $0.6, respectively). For the 16 and 40-week
        periods ended January 31, 2010 these amounts include a loss of $7.2
        and a gain of $77.8, respectively (net of income taxes of $2.0 and
        $11.9, respectively). These gains and losses arise from the
        translation of US dollar denominated long-term debt designated as a
        foreign exchange hedge of the Company's net investment in its U.S.
        self-sustaining operations.

    (2) For the 16 and 40-week periods ended January 30, 2011, these amounts
        are net of income taxes of $0.3 and $0.8, respectively. For the 16
        and 40-week periods ended January 31, 2010, these amounts are net of
        income taxes of $0.1 and $0.3, respectively.

    (3) For the 16 and 40-week periods ended January 30, 2011, these amounts
        are net of income taxes of $0.2 and $0.4, respectively. For the 16
        and 40-week periods ended January 31, 2010, these amounts are net of
        income taxes of $0.1 each.

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


    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
    (in millions of US dollars, unaudited)

    For the 40-week period ended                            January 30, 2011
    -------------------------------------------------------------------------
                                                       Accumulated
                                                             other
                                        Contri-             compre-    Share-
                             Capital     buted  Retained   hensive   holders'
                               stock   surplus  earnings    income    equity
    -------------------------------------------------------------------------
                                   $         $         $         $         $
    Balance, beginning
       of period               319.5      18.8   1,167.0     109.0   1,614.3
    Comprehensive income:
    Net earnings                                   306.1               306.1
      Change in cumulative
       translation adjustments                                 0.8       0.8
      Change in fair value
       of a financial
       instrument designated
       as a cash flow hedge
       (net of income taxes
        of $0.8)                                               2.3       2.3
      Gain realized on a
       financial instrument
       designated as a cash
       flow hedge transferred
       to earnings (net of
       income taxes of $0.4)                                  (1.1)     (1.1)
                                                                     --------
    Comprehensive income
     for the period                                                    308.1
                                                                     --------
    Dividends                                      (23.4)              (23.4)
    Stock-based compensation
     expense (note 6)                      1.3                           1.3
    Fair value of stock
     options exercised           2.2      (2.2)                            -
    Cash received upon
     exercise of stock
     options                    10.0                                    10.0
    Repurchase and
     cancellation of shares     (8.2)                                   (8.2)
    Excess of acquisition
     cost over book value
     of Class A multiple
     voting shares and
     Class B subordinate
     voting shares
     repurchased and
     cancelled                                     (52.0)              (52.0)
    -------------------------------------------------------------------------
    Balance, end of period     323.5      17.9   1,397.7     111.0   1,850.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    For the 40-week period ended                            January 31, 2010
    -------------------------------------------------------------------------
                                                       Accumulated
                                                             other
                                        Contri-             compre-    Share-
                             Capital     buted  Retained   hensive   holders'
                               stock   surplus  earnings    income    equity
    -------------------------------------------------------------------------
                                   $         $         $         $         $
    Balance, beginning
     of period                 329.1      17.7     932.6      46.6   1,326.0
    Comprehensive income:
    Net earnings                                   234.1               234.1
      Change in cumulative
       translation adjustments                                43.6      43.6
      Change in fair value
       of a financial
       instrument designated
       as a cash flow hedge
       (net of income taxes
       of $0.3)                                                0.8       0.8
      Gain realized on a
       financial instrument
       designated as a cash
       flow hedge transferred
       to earnings (net of
       income taxes of $0.1)                                  (0.2)     (0.2)
                                                                     --------
    Comprehensive income
     for the period                                                    278.3
                                                                     --------
    Dividends                                      (18.0)              (18.0)
    Stock-based compensation
     expense (note 6)                      1.4                            1.4
    Fair value of stock
     options exercised           0.9      (0.9)                            -
    Cash received upon
     exercise of stock
     options                     2.3                                     2.3
    Repurchase and
     cancellation of shares    (13.0)                                  (13.0)
    Excess of acquisition
     cost over book value
     of Class A multiple
     voting shares and
     Class B subordinate
     voting shares
     repurchased and
     cancelled                                    (43.4)              (43.4)
    -------------------------------------------------------------------------
    Balance, end of period     319.3      18.2   1,105.3      90.8   1,533.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

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


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

                                       16 weeks                40 weeks
    For the periods ended     January 30, January 31, January 30, January 31,
                                    2011        2010        2011        2010
    -------------------------------------------------------------------------
                                       $           $           $           $
    Operating activities
    Net earnings                    71.0        54.8       306.1       234.1
    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                      61.1        55.3       145.9       134.8
      Future income taxes           26.9         5.8        35.9        26.1
      Gain on early redemption
       of subordinated
       unsecured debt (note 9)      (1.4)          -        (1.4)          -
      Deemed interest on
       repayment of long-term
       debt (note 9)               (17.4)          -       (17.4)          -
      (Gain) loss on disposal
        of property and
        equipment and other
        assets                      (0.2)        1.2         0.9        (0.7)
      Deferred credits              (0.9)        3.5        (0.5)       12.3
      Other                          8.0         5.9        18.1        14.8
      Changes in non-cash
       working capital            (151.7)     (152.1)     (100.0)     (206.7)
    -------------------------------------------------------------------------
    Net cash (used in) provided
     by operating activities        (4.6)      (25.6)      387.6       214.7
    -------------------------------------------------------------------------

    Investing activities
    Purchase of property and
     equipment and other assets    (69.9)     (109.7)     (136.9)     (188.8)
    Business acquisitions
     (Note 3)                       (8.5)      (44.3)      (34.8)     (111.9)
    Proceeds from disposal of
     property and equipment
     and other assets                6.2        15.1        12.0        21.6
    Proceeds from sale and
     leaseback transactions            -         1.0         5.1        10.6
    -------------------------------------------------------------------------
    Net cash used in investing
     activities                    (72.2)     (137.9)     (154.6)     (268.5)
    -------------------------------------------------------------------------

    Financing activities
    Early redemption of
     subordinated unsecured
     debt (note 9)                (332.6)          -      (332.6)          -
    Net increase in other
     long-term debt                234.3       110.2       134.9        80.2
    Repurchase of shares           (60.2)          -       (60.2)      (56.4)
    Dividends                       (9.1)       (6.1)      (23.4)      (18.0)
    Issuance of shares               4.8         0.3        10.0         2.3
    Interest rate swap early
     termination fee received          -         2.5           -         2.5
    -------------------------------------------------------------------------
    Net cash (used in)
     provided by financing
     activities                   (162.8)      106.9      (271.3)       10.6
    -------------------------------------------------------------------------
    Effect of exchange rate
     fluctuations on cash and
     cash equivalents                1.6        (0.8)        2.2         8.2
    -------------------------------------------------------------------------
    Net decrease in cash and
     cash equivalents             (238.0)      (57.4)      (36.1)      (35.0)
    Cash and cash equivalents,
     beginning of period           422.8       195.7       220.9       173.3
    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period                 184.8       138.3       184.8       138.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental information:
      Interest paid                 15.6        12.6        31.7        27.5
      Income taxes paid             33.6        55.5        77.3        97.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

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


    CONSOLIDATED BALANCE SHEETS
    (in millions of US dollars)
                                                           As at       As at
                                                      January 30,   April 25,
                                                            2011        2010
                                                      (unaudited)
    -------------------------------------------------------------------------
                                                               $           $
    Assets
    Current assets
      Cash and cash equivalents                            184.8       220.9
      Accounts receivable                                  297.1       286.2
      Inventories                                          510.1       474.1
      Prepaid expenses                                      26.1        20.2
      Income taxes receivable                                  -         4.7
      Future income taxes                                   26.5        24.9
    -------------------------------------------------------------------------
                                                         1,044.6     1,031.0
    Property and equipment                               1,960.8     1,980.5
    Goodwill                                               431.9       426.5
    Intangible assets                                      187.8       188.2
    Deferred charges                                         7.7         9.4
    Other assets                                            58.8        55.8
    Future income taxes                                      6.0         5.3
    -------------------------------------------------------------------------
                                                         3,697.6     3,696.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities
    Current liabilities
      Accounts payable and accrued liabilities             816.5       872.9
      Income taxes payable                                   3.0           -
      Future income taxes                                   17.1         5.6
      Current portion of long-term debt                      4.4         4.4
    -------------------------------------------------------------------------
                                                           841.0       882.9
    Long-term debt (note 9)                                521.6       736.8
    Deferred credits and other liabilities                 292.8       285.8
    Future income taxes                                    192.1       176.9
    -------------------------------------------------------------------------
                                                         1,847.5     2,082.4
    -------------------------------------------------------------------------

    Shareholders' equity
    Capital stock                                          323.5       319.5
    Contributed surplus                                     17.9        18.8
    Retained earnings                                    1,397.7     1,167.0
    Accumulated other comprehensive income                 111.0       109.0
    -------------------------------------------------------------------------
                                                          1,850.1    1,614.3
    -------------------------------------------------------------------------
                                                          3,697.6    3,696.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    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 (Canadian GAAP) 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 25, 2010. The unaudited interim consolidated 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 Company's 2010 Annual Report (the 2010 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. RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET IMPLEMENTED

On February 13, 2008, the Accounting Standards Board ("AcSB") issued a news release confirming that publicly accountable enterprises will be required to apply International Financial Reporting Standards ("IFRS") in 2011. The company will therefore adopt IFRS on April 25, 2011.

Since the Company will adopt IFRS on April 25, 2011, new Canadian GAAP standards that will be effective on or after that date are not disclosed as future accounting changes because they will not be applied by the Company before the transition.

3. BUSINESS ACQUISITIONS

    - On September 9, 2010, the Company acquired ten company-operated stores
      from Compac Food Stores Inc. Nine of the stores are located in the
      greater Mobile, Alabama area and one is located in Pensacola, Florida.
      The Company owns all buildings while it leases the land for four stores
      and owns the six others.
    - On September 30, 2010, the Company acquired 12 company-operated stores
      located in central Indiana from Crystal Flash Petroleum, LLC. The
      Company owns the land and building for one site, leases those same
      assets for ten sites and owns the building and leases the land for one
      site.
    - During the 40-week period ended January 30, 2011, the Company also
      acquired 18 other stores through 15 distinct transactions. The Company
      owns the land and buildings for 14 sites while it leases both these
      assets for the other four sites.

These acquisitions were settled for a total cash consideration of $34.8, 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 of certain acquisitions are subject to adjustments to the fair value of the assets and liabilities until the process is completed. The allocations are based on the estimated fair values on the dates of acquisition:


                                                                           $
    Tangible assets acquired
      Inventories                                                        2.4
      Property and equipment                                            28.0
      Other assets                                                       0.1
    -------------------------------------------------------------------------
    Total tangible assets                                               30.5
    -------------------------------------------------------------------------
    Liabilities assumed
      Accounts payable and accrued liabilities                           0.3
      Deferred credits and other liabilities                             1.0
    ------------------------------------------------------------------------
    Total liabilities                                                    1.3
    -------------------------------------------------------------------------
    Net tangible assets acquired                                        29.2
    -------------------------------------------------------------------------
    Goodwill                                                             5.6
    -------------------------------------------------------------------------
    Total consideration paid, including direct acquisition costs        34.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

The Company expects that approximately $0.6 of the goodwill related to these transactions will be deductible for tax purposes.

4. NET EARNINGS PER SHARE

                         16-week period                16-week period
                     ended January 30, 2011        ended January 31, 2010
                  -----------------------------------------------------------
                            Weighted                      Weighted
                             average                       average
                              number                        number
                                  of       Net                  of       Net
                              shares  earnings              shares  earnings
                       Net       (in       per       Net       (in       per
                  earnings thousands)    share  earnings thousands)    share
                  -----------------------------------------------------------
                         $                   $         $                   $
    Basic net
     earnings
     attributable
     to Class A
     and B
     shareholders     71.0   184,486      0.38      54.8   183,594      0.30
    Dilutive
     effect
     of stock
     options                   3,724         -               4,864     (0.01)
                  -----------------------------------------------------------
    Diluted net
     earnings
     available
     for Class A
     and B
     shareholders     71.0   188,210      0.38      54.8   188,458      0.29
                  -----------------------------------------------------------
                  -----------------------------------------------------------


                         40-week period                40-week period
                     ended January 30, 2011        ended January 31, 2010
                  -----------------------------------------------------------
                            Weighted                      Weighted
                             average                       average
                              number                        number
                                  of       Net                  of       Net
                              shares  earnings              shares  earnings
                       Net       (in       per       Net       (in       per
                  earnings thousands)    share  earnings thousands)    share
                  -----------------------------------------------------------
                         $                   $         $                   $
    Basic net
     earnings
     attributable
     to Class A
     and B
     shareholders    306.1   185,025      1.65     234.1   184,413      1.27
    Dilutive
     effect
     of stock
     options                   3,506     (0.03)              4,457     (0.03)
                  -----------------------------------------------------------
    Diluted net
     earnings
     available
     for Class A
     and B
     shareholders    306.1   188,531      1.62     234.1   188,870      1.24
                  -----------------------------------------------------------
                  -----------------------------------------------------------

A total of 304,500 stock options are excluded from the calculation of the diluted net earnings per share due to their antidilutive effect for the 16-week period ended January 30, 2011 (604,962 stock options for the 40-week period ended January 30, 2011). There are 794,875 stocks options excluded from the calculation for the 16-week period ended January 31, 2010 (1,093,105 stocks options for the 40-week period ended January 31, 2010).

5. CAPITAL STOCK

As at January 30, 2011, the Company has 53,698,712 (53,706,712 as at January 31, 2010) issued and outstanding Class A multiple voting shares each comprising ten votes per share and 129,983,221 (129,903,847 as at January 31, 2010) outstanding Class B subordinate voting shares each comprising one vote per share.

During the 16-week period ended January 30, 2011, the Company implemented a new share repurchase program. This program allows the Company to repurchase up to 2,685,335 of the 53,706,712 Class A multiple voting shares and up to 11,621,801 of the 116,218,014 Class B subordinate voting shares issued and outstanding as at October 20, 2010 (representing 5.0% of the Class A multiple voting shares issued and outstanding and 10.0% of the Class B subordinate voting shares of the public float, as at that date, respectively, as defined by applicable rules). In accordance with Toronto Stock Exchange requirements, the Company can repurchase a daily maximum of 1,000 Class A multiple voting shares and of 83,622 Class B subordinate voting shares. When making such repurchases, the number of Class A multiple voting shares and of Class B subordinate voting shares in circulation is reduced and the proportionate interest of all remaining shareholders in the Company's share capital is increased on a pro rata basis. The share repurchase period will end no later than October 24, 2011.

For the 16 and 40-week periods ended January 30, 2011, pursuant this program, the Company repurchased 9,000 Class A multiple voting shares at an average cost of Cdn$24.83 and 2,435,900 Class B subordinate voting shares at an average cost of Cdn$24.86.

All shares repurchased under the share repurchase programs are cancelled upon repurchase.

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

Stock Options

As at January 30, 2011, 6,300,730 stock options for the purchase of Class B subordinate voting shares are outstanding (8,613,428 as at January 31, 2010). These stock options can be gradually exercised at various dates until April 23, 2020, at an exercise price varying from Cdn$3.40 to Cdn$25.71. No stock options have been granted and a total of 2,393,228 stock options were exercised at an average price of Cnd$4.30 since the beginning of the fiscal year.

For the 16 and 40-week periods ended January 30, 2011, stock-based compensation costs amount to $0.5 and $1.3, respectively. For the 16 and 40-week periods ended January 31, 2010, stock-based compensation costs amount to $0.5 and $1.4, respectively.

A description of the Company's stock option plan is included in Note 21 of the consolidated financial statements presented in the 2010 Annual Report.

Phantom Stock Units

For the 16-week period ended January 30, 2011, the Company granted 5,752 Phantom Stock units (the "PSU") (1,221 PSUs granted for the 16-week period ended January 31, 2010). For the 40-week period ended January 30, 2011, the Company granted a total of 187,064 PSUs while it cancelled no PSUs (194,277 PSUs granted and 5,323 PSUs cancelled for the 40-week period ended January 31, 2010). Compensation costs for the 16 and 40-week periods ended January 30, 2011 amount to $0.6 and $1.5, respectively ($0.2 and $0.6 for the 16 and 40-week periods ended January 31, 2010). As at January 30, 2011, 376,018 PSUs were outstanding (188,954 as at April 25, 2010) and a $4.1 obligation related to the PSU Plan is recorded in deferred credit and other liabilities on the consolidated balance sheet ($1.1 as at April 25, 2010).

To manage the current and forecasted risk related to changes in the fair market value of the PSUs granted by the Company, the latter has entered into financial arrangements with an investment grade financial institution. The financial arrangements include a total return swap with an underlying representing Class B shares (the "Instrument"). The Instrument is recorded at fair market value on the consolidated balance sheet under other assets. The financial arrangements are adjusted as needed to reflect new awards and/or settlements of PSUs. The Company has documented and identified a portion of the Instrument as a cash flow hedge of the anticipated cash settlement transaction related to the granted PSUs. As at January 30, 2011, the fair value of the Instrument was $4.1 ($0.9 as at April 25, 2010).

7. EMPLOYEE FUTURE BENEFITS

For the 16 and 40-week periods ended January 30, 2011, the Company's total net pension expense included in its consolidated statement of earnings amounts to $3.6 and $7.8, respectively. For the corresponding 16 and 40-week periods ended January 31, 2010, the expense is $1.8 and $5.6, respectively. The Company's pension plans are described in Note 22 of the consolidated financial statements presented in the 2010 Annual Report.

8. 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:

                         16-week period                16-week period
                     ended January 30, 2011        ended January 31, 2010
                  -----------------------------------------------------------
                    United                        United
                    States    Canada     Total    States    Canada     Total
                  -----------------------------------------------------------
                         $         $         $         $         $         $
    External
     customer
     revenues(a)
    Merchandise
     and services  1,211.8     584.9   1,796.7   1,161.0     554.7   1,715.7
    Motor fuel     3,161.1     653.4   3,814.5   2,684.2     535.3   3,219.5
                  -----------------------------------------------------------
                   4,372.9   1,238.3   5,611.2   3,845.2   1,090.0   4,935.2
                  -----------------------------------------------------------
                  -----------------------------------------------------------
    Gross Profit
    Merchandise
     and services    401.7     195.3     597.0     381.7     183.7     565.4
    Motor fuel       145.7      43.2     188.9     130.2      35.6     165.8
                  -----------------------------------------------------------
                     547.4     238.5     785.9     511.9     219.3     731.2
                  -----------------------------------------------------------
                  -----------------------------------------------------------
    Property and
     equipment and
     goodwill(a)   1,858.0     534.7   2,392.7   1,820.5     486.2   2,306.7
                  -----------------------------------------------------------
                  -----------------------------------------------------------


                         40-week period                40-week period
                     ended January 30, 2011        ended January 31, 2010
                  -----------------------------------------------------------
                    United                        United
                    States    Canada     Total    States    Canada     Total
                  -----------------------------------------------------------
                         $         $         $         $         $         $
    External
     customer
     revenues(a)
    Merchandise
     and services  3,208.6   1,602.2   4,810.8   3,061.3   1,461.5   4,522.8
    Motor fuel     7,720.3   1,593.7   9,314.0   6,591.5   1,321.8   7,913.3
                  -----------------------------------------------------------
                  10,928.9   3,195.9  14,124.8   9,652.8   2,783.3  12,436.1
                  -----------------------------------------------------------
                  -----------------------------------------------------------
    Gross Profit
    Merchandise
     and services  1,058.8     552.3   1,611.1   1,002.8     495.3   1,498.1
    Motor fuel       446.8     106.5     553.3     373.4      93.0     466.4
                  -----------------------------------------------------------
                   1,505.6     658.8   2,164.4   1,376.2     588.3   1,964.5
                  -----------------------------------------------------------
                  -----------------------------------------------------------

    (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.

9. LONG-TERM DEBT

On December 15, 2010, the Company proceeded to the early redemption of its Subordinated Unsecured Debt (the "debt") at a price of 101.25% of the principal amount. The debt had a nominal value of $350.0 and was bearing interest at 7.5%. The total amount disbursed for the redemption was $354.4, consisting of the nominal value of $350.0 plus the premium of $4.4. At time of redemption, the debt had a book value of $351.4. Therefore, a pre-tax negative net impact of $3.0 was recorded to earnings. This negative net impact is comprised of the $4.4 premium paid, net of a $1.4 gain which represents the difference between the debt's book value of $351.4 and the nominal value of $350.0.

As for the consolidated cash flows presentation, as per CICA Handbook EIC-47, the total amount disbursed of $354.4 is divided in three distinct amounts:

    1. a premium of $4.4 paid for the early redemption. This amount is
       presented under operating activities;
    2. an amount of $17.4 which represents financing fees paid at the
       issuance of the debt during fiscal year 2004. This amount is presented
       as Deemed interest on repayment of long-term debt under operating
       activities; and
    3. an amount of $332.6, which represents the net amount received at the
       issuance of the debt during fiscal year 2004, that is the nominal
       value of $350.0 less financing fees of $17.4. The amount of $332.6
       is presented in financing activities.

SOURCE ALIMENTATION COUCHE-TARD INC.