U.S. SECURITIES AND EXCHANGE COMMISSION

FORM 40-F

£
REGISTRATION STATEMENT PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Q

|For the fiscal year ended April 27, 2008 | Commission File
Number 333-10100
|---------------------------------------- | --------------------------------





|Quebec                             | 5411                         | Not Applicable      
|---------------------------------- | ---------------------------- | --------------------
|(Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S.
    Employer
|incorporation or organization)     | Classification Code Number)  | Identification No.) 

1600 St-Martin Boulevard East 
Tower B, Suite 200 
Laval, Quebec H7G 4S7, Canada 
(450) 662-6632 (Address and telephone number of Registrant's principal executive
offices)

Couche-Tard Financing Corp. 
2711 Centerville Road, Suite 400 
Wilmington, Delaware, 19808 
866-403-5272(Name, address (including
zip code) and telephone number 
(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section
12(b) of the Act:

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

|For annual
    reports, indicate by check mark the information filed with this Form:
|------------------------------------------------------------------------------------
|QAnnual information form                                                            

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:

The Registrant had 53,881,212 Multiple Voting Shares and
142,845,776 Subordinate Voting Shares outstanding as at April 27, 2008. The
Registrant's shares are traded on the Toronto Stock Exchange.

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Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.

£Yes
      QNo


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

£Yes
      QNo


[Note: As a voluntary filer, not subject to the filing
requirements, the Registrant filed all reports under Section 13 or 15(d) of the
Securities Exchange Act during the preceding 12 months.]













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DOCUMENTS FILED WITH THIS FORM 40-F

1.

2.

3.

CONTROLS AND PROCEDURES

The Registrant carried out an evaluation pursuant to Exchange
Act Rule 13a-15(b), under the supervision and with the participation of the
Registrant's management, including the Registrant's Chairman of the Board,
President and Chief Executive Officer and Executive Vice-President and Chief
Financial Officer, of the effectiveness of the Registrant's disclosure controls
and procedures as of the end of the period covered by this report. Based upon
that evaluation, the Chairman of the Board, President and Chief Executive
Officer and Executive Vice-President and Chief Financial Officer concluded that
the Registrant's disclosure controls and procedures are effective in ensuring
that the information required to be disclosed by the Registrant (including its
consolidated subsidiaries) in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms and is
accumulated and communicated to management, including the Registrant's Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding disclosure.

MANAGEMENT'S ANNUAL REPORT ON 
INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined inRule 13a-15(f) under the Securities Exchange Act of
1934 (United States) and
Canadian securities regulations, for Alimentation Couche-Tard Inc. With our
participation, management carried out an evaluation of the effectiveness of our
internal control over financial reporting as of the end of our fiscal year ended
April 27, 2008. The framework on which such evaluation was based is contained in
the report entitled Internal
Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Based on our evaluation, management concluded that
our internal control over financial reporting was effective as at April 27,
2008.

Raymond Chabot Grant Thornton LLP, our independent registered
public accounting firm, audited Alimentation Couche-Tard Inc.'s internal control
over financial reporting as at April 27, 2008 as stated in their report included
in this annual report on Form 40-F.

June 13, 2008

|(s)
    Alain Bouchard                    | (s) Richard
    Fortin         
|----------------------------------------- | -------------------------------
|Alain Bouchard                            | Richard Fortin                 
|Chairman of the
    Board,                | Executive
    Vice-President   
|President and
    Chief Executive Officer | and Chief
    Financial Officer



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 
FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders of 
Alimentation Couche-Tard Inc.
We have audited Alimentation Couche-Tard Inc.'s internal
control over financial reporting as of April 27, 2008, based on the criteria
established in Internal
Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Alimentation Couche-Tard Inc.'s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the
accompanying Management's Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on Alimentation Couche-Tard Inc.'s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk and performing such other procedures
as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Alimentation Couche-Tard Inc. maintained, in
all material respects, effective internal control over financial reporting as of
April 27, 2008, based on the criteria established in Internal Control - Integrated
Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Alimentation
Couche-Tard Inc. as of April 27, 2008 and April 29, 2007 and the consolidated
statements of earnings, comprehensive income, contributed surplus, retained
earnings, accumulated other comprehensive income and cash flows for each of the
years in the three-year period ended April 27, 2008 and our report dated June
13, 2008 expressed an unqualified opinion thereon.(s) Raymond
Chabot Grant Thornton LLPRAYMOND CHABOT GRANT THORNTON LLP 
Chartered Accountants 
Montreal, Canada 
June 13, 2008



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CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The Registrant maintains a system of internal control over
financial reporting. There were no changes in the Registrant's internal control
that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Registrant's
internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

None

AUDIT MATTERS

Audit Committee

See the disclosure under "Audit Committee Disclosure" in the
Annual Information Form filed herewith.

The Board of Directors of the Registrant has determined that
it has one audit committee financial expert serving on its audit committee. Mr.
Roger Desrosiers has been determined by the Board of Directors of Couche-Tard to
meet the "independence" and the "audit committee financial expert" criteria
prescribed by the Securities and Exchange Commission ("SEC") and applicable
Canadian regulatory requirements and is independent, as that term is defined by
applicable Canadian regulatory requirements. The SEC has indicated that the
designation of Mr. Desrosiers as an audit committee financial expert does not
make Mr. Desrosiers an "expert" for any purposes, impose any duties, obligations
or liability on Mr. Desrosiers, that are greater than those imposed on members
of the audit committee and Board of Directors who do not carry this designation,
or affect the duties, obligations or liability of any other member of the audit
committee.

Principal Accountant Fees and Services

See the disclosure under "Audit Committee Disclosure 
Auditors Fees" in the Annual Information Form filed herewith.

Pre-Approval Policies and Procedures

The Registrant's audit committee approves in advance the
engagement of the Registrant's independent registered public accounting firm and
has established a policy and procedures on the approval of the non-audit related
services by the independent registered public accounting firm. Refer to the
disclosure under "Audit Committee Disclosure-Policy on the Approval of Non-Audit
Services" in the Annual Information Form filed herewith.

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CODE OF ETHICS

The Registrant has adopted a Code of Ethics for its Chief
Executive Officer, Chief Financial Officer and directors and officers. See the
disclosure under "Audit Committee Disclosure  Code of Ethics for CEO, CFO and
Senior Financial Officers" in the Annual Information Form filed herewith. A copy
of the Code of Ethics will be provided in print free of charge to any person who
requests it by contacting the Registrant by telephone at (450) 662-6632 or mail
at the attention of the Corporate Secretary, 1600 St-Martin Blvd. East, Tower B,
Suite 200, Laval, Québec, H7G 4S7. There were no amendments or waivers to the
Code of Ethics in fiscal 2008.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements as
defined by General Instrument B(11) of Form 40F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See the disclosure under "Contractual Obligations and
Commercial Commitments " in the Management's Discussion and Analysis of Results
and Financial Position filed herewith.









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ALIMENTATION COUCHE-TARD INC.







ANNUAL INFORMATION FORM



Fiscal year ended April 27, 2008









July 15, 2008

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|TABLE OF CONTENTS                                          
|-----------------------------------------------------------
|                                                           
|                                                           
|Subject                                                    
|                                                           
|Forward-Looking Statements                                 
|The Company                                                
|- Name and Incorporation                                   
|- Intercorporate Relationships                             
|General Development of the Business                        
|- Overview                                                 
|- History                                                  
|- Highlights of last three fiscal years                    
|Business                                                   
|- Business Strengths                                       
|- Business Strategy                                        
|- Industry                                                 
|- Store Network                                            
|- Merchandise Operations                                   
|- Fuel Operations                                          
|- Distribution and Suppliers                               
|- Properties                                               
|- Information Systems                                      
|- Employees and Training                                   
|- Trade Names, Service Marks and Trademarks                
|Competition                                                
|Environmental Matters                                      
|Regulatory Matters                                         
|Risk Factors                                               
|Dividends                                                  
|Capital Structure                                          
|Ratings                                                    
|Market for Securities                                      
|Directors and Senior Officers                              
|- Directors                                                
|- Senior Officers                                          
|Legal Proceedings                                          
|Transfer Agent and Registrar                               
|Audit Committee Disclosure                                 
|- Charter                                                  
|- Composition of the Audit Committee                       
|- Financial Literacy                                       
|- Internal Controls                                        
|- Policy on the Approval of Non-audit Services             
|- Code of Ethics for CEO, CFO and Senior Financial Officers
|- Whistle-Blowing Policy                                   
|- Auditors Fees                                            
|Additional Information                                     



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As used in this annual information form, unless the context indicates otherwise: (i) we, our and us, the Company or Couche-Tard refer collectively to Alimentation Couche-Tard Inc. and,
unless the context otherwise requires or indicates, its subsidiaries and (ii) $ or dollars refer to American dollars and Cdn$ or Cdn dollars refer to Canadian dollars.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements throughout this annual information form. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we believe, expect, or
anticipate will occur, what we intend, plan or seek to do or accomplish and other similar statements), you must remember that our expectations may not be correct or that we may not take such actions or
accomplish such goals. We do not guarantee that the transactions and events described in this annual information form will happen as described (or that they will happen at all). You should read this annual information form completely and with the
understanding that actual future results may be materially different from what we expect. Unless otherwise required by applicable securities laws, we will not update these forward-looking statements, even though our situation changes in the
future.

Whether actual results will conform to our expectations and predictions is subject to a number of risks and uncertainties, including:

- difficulties in implementing our business strategy and technology;
- difficulties that may be encountered in the integration of the operations of acquired companies as well as the effects of such acquisitions;
- changes in wholesale and retail motor fuel pricing;
- changes in the regulation or taxation of cigarettes or alcohol;
- difficulties in retaining key members of our management team;
- changes in the financial markets affecting our financial structure and our cost of capital and borrowed money;
- compliance with and changes in environmental regulations;
- our level of debt;
- general economic conditions;
- changes in operating expenses or the need for additional capital expenditures;
and
- changes in pricing policies by our competitors or us.

Reference is made to Risk Factors herein below.





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THE COMPANY

Name and Incorporation

The Company was incorporated under Part IA of the Companies Act(Québec) by certificate of amalgamation dated May 1, 1988. On December 15, 1994, the Company changed its corporate name from Actidev Inc. to Alimentation
Couche-Tard Inc. the Company's share capital was also changed at that time so that it consists of an unlimited number of first preferred shares, an unlimited number of second preferred shares, an unlimited number of multiple voting shares
and an unlimited number of subordinate voting shares. By certificate of amendment dated September 8, 1995, the Company re-designated the multiple voting shares as Class A multiple voting shares (the Multiple Voting Shares) and the
subordinate voting shares as Class B subordinate voting shares (the Subordinate Voting Shares). The Company's shares trade on the Toronto Stock Exchange and, as of April 27, 2008, the Company had a total market capitalization of
approximately Cdn$ 3 billion.

The head office of the Company is located at 1600 St-Martin Blvd. East, Tower B, Suite 200, Laval, Québec H7G 4S7.

Intercorporate Relationships

The following chart illustrates the corporate organization of the Company and its principal subsidiaries, all of which are 100% owned.



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GENERAL DEVELOPMENT OF THE BUSINESS

Overview

We are the leader in the Canadian convenience store industry. We are the second largest convenience store operator in North America (whether integrated or not with a petroleum company) in terms of number of stores. As at April 27, 2008, our network
consisted of 5,119 convenience stores, 3,273 of which include motor fuel dispensing, located in 11 large geographic markets, including three in Canada and eight in the United States, which cover 29 American states.

We sell food and beverage items, motor fuel and other products and services targeted to meet our customers' demand for convenience and quality in a clean and welcoming environment. We believe that our business model has differentiated Couche-Tard
from its competition through its decentralized management structure, commitment to operational expertise, focus on in-store merchandise, particularly the higher growth and higher margin foodservice category, and continued investment in store
modernization and technology.

The convenience store industry is fragmented. Industry consolidation by highly leveraged operators in the 1990's, combined with competition and fluctuations in motor fuel margins, has led to numerous corporate restructurings and rationalizations in
recent years. As a result, we believe the opportunity exists for established participants with good financial position to grow through mergers and acquisitions.

History

Alain Bouchard, the Chairman, President and Chief Executive Officer of Alimentation Couche-Tard Inc., started the chain with just one store in 1980. In 1986, with a network of 34 stores, a predecessor of Couche-Tard completed an initial public
offering and listed its shares on the Montréal Exchange. In 1994, the predecessor company was privatized by its majority shareholder, Actidev Inc., a publicly held company. Later that year, Actidev Inc. changed its corporate name to
Alimentation Couche-Tard Inc.

After establishing a leading position in Québec, Couche-Tard expanded through internal growth and acquisitions in Ontario and Western Canada in 1997. In May 1997, Couche-Tard acquired 245 Provi-Soirstores in Québec and 50
Wink'sstores in Ontario and Western Canada from Provigo Inc. In April 1999, Couche-Tard acquired 980 stores in Ontario and Western Canada operating under the Mac's, Mike's Martand Becker'sbanners
through the acquisition of Silcorp Limited, a publicly-held company. Beginning in 2001, Couche-Tard began making acquisitions in the United States namely in June 2001, whereby it acquired 172 stores under the Bigfootbanner located in
Indiana, Illinois and Kentuky. In August 2002, Couche-Tard acquired 287 stores under the Dairy Martbanner located in these states and other located in Pennsylvania and Michigan. In December 2003, Couche-Tard acquired from Circle K 1,663
stores located in 16 states in addition to the 627 franchised stores and under licence. During the last fiscal years, the Company closed numerous acquisitions allowing it to reinforce its presence in current markets and entering new ones.

Highlights of Last Three Fiscal Years

Fiscal 2008

In March 2008 the Company acquired from Speedway Superamerica, LLC, 15 company-operated stores operating under the Speedway banner and located in central Illinois, United States. Pursuant to this transaction, the Company bought the land and
buildings of 14 on 15 sites.

In December 2007 the Company concluded a sale and leaseback transaction with Cole Credit Property Trust II, Inc. relating to 83 properties in different states for a total amount of $ 131.4 million.

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Fiscal 2007

In April 2007, the Company acquired from Star Fuel Marts, LLC, 53 company-operated stores operating under the All Star banner in Oklahoma City, Oklahoma, United States. Forty-two of the 53 stores are operated under operating leases.

In February 2007, the Company acquired from Richcor, Inc., 13 company-operated stores operating under the Groovin Noovin banner in the city of Pensacola, Florida, United States. Pursuant to this transaction, the Company bought the land and buildings
of 13 sites.

In December 2006, the Company purchased a network of 236 stores from Shell Oil Products US and its affiliate, Motiva Enterprises LLC. The majority of the stores acquired are operated under the Shell banner in the regions of Baton Rouge, Denver,
Memphis, Orlando, Tampa and in the Southwest Florida, United States. Of the 236 stores, 174 are company-operated, 50 are operated by independent store operators and 12 have a motor fuel supply agreement.

In October 2006, the Company purchased, from Sparky's Oil Company, 24 company-operated stores operating under the Sparky's banner in the West Central Florida, United States.

Also in October 2006, the Company acquired from Holland Oil Company 56 company-operated stores operating under the Holland Oil and Close to Home banners in Ohio, United States.

In August 2006, the Company purchased of a network of 24 stores operating under the Stop-n-Save banner in the Monroe area of Louisiana, United States from Moore Oil Company LLC. Of these 24 stores, 11 are operated by the Company and 13 are operated
by independent store operators.

In June 2006, the Company acquired from Spectrum Stores, Inc. and Spectrum Holding, Inc., 90 company-operated stores, the majority of which are operated under the Spectrum banner in the States of Alabama and Georgia in the United States.

Fiscal 2006

In April 2006, the Company announced that it had signed an agreement with Spectrum Holding, Inc. to purchase 90 stores with motor fuel facilities located in major markets throughout the States of Georgia and Alabama. As indicated, the transaction
closed at the beginning of June 2006. Thirty-five locations have drive-through car washes and 13 quick-service restaurants. Pursuant to this agreement, the Company bought the land and buildings for 58 of these locations, five fee/lease properties,
with the remaining sites under long term leases.

In April 2006, the Company acquired six stores in the Tallahassee region of Florida from Capcirc Properties, LLC. Pursuant to this transaction, the Company bought the land and buildings for five locations, and leases the other one.

In March 2006, the Company acquired from Shell Oil Products US 40 stores with motor fuel facilities and assumed an additional 13 fuel supply contracts in Indianapolis, Indiana, U.S. Pursuant to this agreement, the Company bought the land and
buildings for 29 convenience stores, bought the land and leases the premises for one and leases the other ten.

In December 2005, the Company withheld from renewing the Taiwan license which is comprised of 800 franchised stores owned and operated by the Taiwanese licensee under the Circle K banner within the Taiwan territory.

In December 2005, the Company acquired from BP Products North America, Inc. 26 stores with motor fuel facilities located in the Memphis region of Tennessee, United States. Pursuant to this transaction, the Company bought the land and buildings for
22 locations, leases two and the other two are owned and operated by existing dealers.

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In December 2005, the Company signed an agreement with ConocoPhillips Company which resulted in the conversion of an additional 75 convenience stores of ConocoPhillips' network, located in the Western half of the U.S., to the Circle K
banner.

In December 2005, the Company acquired from Conway Oil Company and Conway Real Estate Company 16 stores with motor fuel. Most of them are located in and around Alburquerque, New Mexico, and ten offer car wash facilities. Pursuant to this
transaction, the Company bought the land and buildings for ten locations, and leases the other six.

In November 2005, the Company acquired from Ports Petroleum Co. seven stores, all with motor fuel facilities located in Ohio, United States. Most of these stores are located around Cleveland, Ohio. Pursuant to this transaction, the Company bought
the land and buildings for six locations, and leases the other one.

In August 2005, the Company granted a master franchise agreement for Mexico for the Circle K Brand to a subsidiary of Grupo Kaltex, S.A. de C.V. providing for the opening of 250 stores within the next five years.

BUSINESS

Business Strengths

Leading Market Position.We have a network of 5,119 convenience stores which makes us the second largest convenience store operator in North America (whether integrated or not with a petroleum company) in terms of number of stores. We believe
our well-recognized banners, including Couche-Tard, Mac'sand Circle Khave an established reputation for convenience and excellence in product selection and value that helps to differentiate our stores from those of our
competitors. We believe that the geographic diversity of our network throughout the United States and Canada reduces our exposure to adverse local and/or regional market conditions, including fluctuations in motor fuel prices. With more than $15
billion in revenues in fiscal 2008 and 28 years of convenience store operations, we believe our size and experience have enabled us to develop operating efficiencies that provide us with a competitive advantage, particularly with respect to
merchandising and purchasing.

Well-Located and Modernized Store Base.
We believe that we have high-quality stores in strategic locations. We believe that focusing on developing networks of stores in the geographic areas in which we operate enables us to study those
markets and refine our location strategy. We selectively choose our store sites to maximize our store traffic and visibility and we effectively manage the closure of under-performing stores.

We have made substantial investments in our Couche-Tard stores through our IMPACT program (i.e. Innovation-Marketing-People-Alimentation-Couche-Tard). Couche-Tard has implemented the IMPACT program in over 2,500 of its company-operated stores, which
represent approximately 61% of our company-operated stores. Currently, almost all of Couche-Tard's company-operated stores use scanning technology.

Differentiated Business Model.We believe that our business model has positively differentiated Couche-Tard from its competitors. The principal elements of this business model are as follows:

Decentralized Management Structure.
We believe that our culture is entrepreneurial and that Couche-Tard's management structure is one of our most important business strengths. Couche-Tard manages its operations and workforce in a
decentralized manner in order to expedite decision making, to address local demand for specific products and services, and to minimize corporate overhead costs. Each store is operated as a distinct business unit and store managers are responsible
for meeting financial and operational targets. We support our store managers with a strong, experienced management team and capital resources, which we believe provide our managers with a significant competitive advantage compared to smaller
operators. In addition, we implement a rigorous performance measurement or benchmarking process to ensure that best practices are deployed across our network and to allow us to provide timely and effective feedback to our managers at all
levels.

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Commitment to Operational Expertise.
We have developed substantial operational expertise that enables us to efficiently match our product assortment with our customers' preferences. We employ this expertise throughout our product
delivery chain, from the selection of store locations to the development of store designs, the supply and distribution of products, the merchandising and marketing, and ultimately to the sale of products to our customers. This delivery chain is
supported by our experienced and well-trained store and management personnel who are focused on optimizing store performance and maximizing our customers' satisfaction. In addition, each stage of our operations is supported by the use of
technology that enables us to perform an in-depth analysis of our inventory purchases and sales. We use this information to continue to refine our purchasing operations and to work with our suppliers to tailor our merchandising and customize our
shelf space to increase sales volume. As a result, we believe we are able to secure more favourable purchasing terms from our suppliers.

Focus on In-store Merchandise.We have been able to focus on growing and developing our in-store merchandise sales, which generate higher margins than motor fuel sales because, unlike many of our competitors, we are not owned by a major oil
company. In particular, Couche-Tard has focused on growing its higher margin fresh food business to further improve profit margins and differentiate its stores from those of its competitors.

Experienced and Incentivized Management Team with a Proven Track Record.Our senior executive management team has worked together for more than 20 years and has developed extensive expertise in operating convenience stores. As of April 27,
2008, our senior executive management team collectively owned approximately 20% of Alimentation Couche-Tard Inc.'s stock and controlled approximately 55% of the voting rights of all outstanding shares. Furthermore, our eleven operational
vice-presidents have an average of approximately 18 years of industry experience. Many of our management personnel at all levels have progressed into management positions after working with us for many years at different levels of the organization,
while others have joined us in connection with acquisitions and have brought us additional expertise. Since 1997, Couche-Tard has completed many acquisitions, and management's ability to integrate stores into our existing network has been an
important factor in our success. In addition, our management has transitioned Couche-Tard from a local Québec company to a leading convenience store operator in Canada and the United States.

Business Strategy

We plan to continue growing our business and improving our financial performance by implementing our business strategy, the key elements of which include:

Drive Internal Sales Growth and Profitability.
We use our branding strategy, innovative store concepts and foodservice offerings to enhance customer loyalty and return shopping, and to grow same-store sales by promoting the consumption of
high-margin products and tailoring our product and service offerings to meet local tastes.

In-Store Branding.We use in-store branding strategies, including proprietary and national brands, to differentiate our fresh food offerings from other convenience stores, build customer loyalty and promote return shopping. At the core of
this offering is a quality assortment of freshly brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items that are marketed under our proprietary brands. Our La Maisonnéeand TakeAwayCafébranded
fresh sandwiches and breakfast selections, and Sunshine Joe Coffee Co., Ajava Cafe, Sloche, Frosterand Thirst Busterbrands of beverages are examples of successful proprietary branded items that we have added to our
growing selection of fresh products. In addition, we continue to build on existing partnerships with recognized coffee franchises and national brand names such asVan Houtteand Seattle's Best.

IMPACT Program.We plan to continue to use Couche-Tard's IMPACT program to grow same-store sales and drive purchases of higher margin products and services. We believe that the implementation of our IMPACT program has favourably impacted
the revenues and profit margins of reconfigured stores.

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Quick Service Restaurants (QSR).
These QSRs, which may be known brands or Couche-Tard's proprietary brands, are designed to increase customer traffic and profit margins by offering customers fresh products and encouraging
them to spend more time in the store. Couche-Tard operates these QSRs within the Couche-Tard, Mac's and Circle K stores as a franchisee and is responsible for the daily operations when operating third party franchises.

Invest in Store Modernization and Information Systems.
We intend to continue investing in the modernization of our store base and the enhancement of our technology and information systems at all levels throughout our store network and in our
distribution centres. We analyze our investment opportunities based on their potential growth, profitability and rate of return on capital. We believe that our access to both internal and external sources of capital allows us to make investments
that provide us with a competitive advantage in a highly-fragmented industry.

We have made significant investments in technology because we believe that the information generated from such systems is critical to the operation of our business. By analyzing the data generated by our point-of-sale (POS) systems, we
are better able to adjust our product and service mix to meet local demands, eliminate slow-moving inventory items, and optimize our purchasing activities.

Leverage Supplier Relationships.We seek to develop and maintain strong relationships with our merchandise and motor fuel suppliers. As the largest convenience store operator in Canada and second largest overall convenience store operator in
North America, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow merchandise and motor fuel sales. We use the inventory information from our POS systems to work
with our suppliers to provide mutually agreeable merchandising and exclusivity arrangements, which we believe allows us to secure more favourable purchasing terms. Moreover, we believe the
strength of Couche-Tard, Mac's and Circle K's
network will lead to additional volume purchasing benefits.

Selectively Expand Our Store Network.
We plan to continue to expand our store network through new store development and selective acquisitions. In particular, we intend to focus our resources on identifying fill-in opportunities
comprised of individual stores or small chains within our existing markets that will complement our current operations. These fill-in acquisitions allow us to focus our management efforts on the regions in which we operate and to realize
regional economies of scale. When we make an acquisition, we apply our business model to the acquired stores and typically integrate such stores into our operational and information systems.

Industry

The convenience store industry is undergoing significant structural changes, including increased competition from new market entrants such as drug stores, warehouse clubs, large supermarkets and other mass retailers (commonly known as hypermarkets)
which have added convenience store staple products such as bread, milk and packaged beverages to their product mix. In addition, an increasing number of hypermarkets are selling motor fuel at low prices in an attempt to establish themselves as a
one-stop shopping location and to increase customer trip frequency and traffic at their stores. See Competition.

In response to heightened competition in the industry, convenience stores are extending their range of traditional products and services to include calling cards, financial services, photo developing, QSRs and other products and services. In
addition to being conveniently located and open for extended hours, convenience stores now cater to customers with busy schedules who expect to find a wide assortment of items in stock and to have many available payment options. Convenience stores
are also catering to time-pressed consumers looking for grab-and-go items by offering fresh food and baked goods prepared on-site. As a result, those convenience store operators with superior merchandising, distribution expertise and
capital can overcome the challenges resulting from rising operating costs and increased customer demands.

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Store Network

Couche-Tard is the largest Canadian convenience store operator with a network of 1,976 convenience stores in Canada and has a significant presence in the United States with an additional 3,143 stores. Of the 5,119 Couche-Tard stores, 4,068 are
company-operated and 1,051 are operated under our affiliate program. Motor fuel is sold at 69% of Couche-Tard's company-operated stores. Couche-Tard's Canadian stores are located in Québec, Ontario, Alberta, British Columbia,
Manitoba and Saskatchewan, and its U.S. stores are located in 29 U.S. states, including namely Ohio, Indiana, Kentucky, Illinois, Arizona, Florida, California, Louisiana, Georgia, Colorado, North Carolina and New Mexico. The Couche-Tard stores are
primarily operated under the Couche-Tardand Mac'sbrand in Canada and the Circle Kbrand in the United States.

Couche-Tard's stores, which are located in a variety of high-traffic areas, include freestanding stores and stores located in strip shopping centres. Couche-Tard's stores in Canada and in the U.S. are designed to appeal to customers in
their local markets, rather than conforming to a single standard format. The Circle K stores' simple and consistent design makes them easily recognizable. The majority of the stores are open seven days a week, 24 hours a day, with peak customer
traffic in the early morning and late afternoon. The size of the typical Couche-Tard store is between 2,000 and 2,500 square feet, while newly-developed stores are typically approximately 3,000 square feet, to accommodate in-store seating and, in
certain cases, QSRs.

The following table sets out the number of Couche-Tard's stores in operation by geographic location and type of store as of April 27, 2008.

|                      |                                                              |           | Total    |            |           
|--------------------- | ------------------------------------------------------------ | --------- | -------- | ---------- | ----------
|                      |                                                              | Total     | Company- |            | Percentage
|                      |                                                              | Number of | Operated | Total      | of Total  
|Region                | Provinces/States                                             | Stores    | Stores   | Affiliates | Stores    
|                     
|                     
|Eastern Canada        | Québec                                                       | 886       | 556      | 330        | 17.31%    
|Central Canada        | Ontario                                                      | 800       | 590      | 210        | 15.63%    
|Western Canada        | British Columbia, Alberta, Saskatchewan, Manitoba            | 290       | 290      | -          | 5.66%     
|U.S. Midwest          | Ohio, Indiana, Kentucky, Illinois, Michigan                  | 395       | 340      | 55         | 7.72%     
|U.S. Great Lakes      | Indiana, Kentucky, Michigan, Ohio, Pennsylvania              | 307       | 307      | -          | 6.00%     
|U.S. West Coast       | Arizona, New Mexico, Western Texas, Washington, Oregon,      | 649       | 286      | 363        | 12.68%    
|                      | California, Hawaii, Kansas, Missouri                         |           |          |            |           
|U.S. Arizona Region   | Nevada, Arizona, Colorado, Oklahoma, Utah, Ohio              | 764       | 679      | 85         | 14.92%    
|U.S. Southeast        | Tennessee, Northern Mississippi, Georgia, North Carolina,    | 362       | 354      | 8          | 7.07%     
|                      | South Carolina, Alabama                                      |           |          |            |           
|U.S. Florida and Gulf | Florida, Alabama, Arkansas, Louisiana, Southern Mississippi, | 666       | 666      | -          | 13.01%    
|Coast                 | Eastern Texas                                                |           |          |            |           
|                     
|Total                 |                                                              | 5,119     | 4,068    | 1,051      | 100 %     

Couche-Tard conducts its convenience store business through two main types of arrangements, as set out below.

Company-Operated Stores.Couche-Tard has 4,068 company-operated stores in its network, 3,399 of which are employee-operated and 669 of which are dealer-operated. All of the stores in Québec and the United States are employee-operated.
For employee-operated stores, Couche-Tard is responsible for store operations, owns the equipment, systems and inventory and employs salaried and part-time staff. For dealer-operated stores, Couche-Tard owns the equipment, inventory and systems and
the independent store operator employs the staff, agrees to operate according to Couche-Tard's standards and is paid a commission based primarily on store revenues to manage the store. The dealer-operator is also fully responsible for losses
related to any inventory shrinkage.

Affiliated Store Program. Couche-Tard's affiliated store program includes franchise arrangements and license arrangements.

|a) | Franchised Stores.Couche-Tard has 566 franchised stores in Canada and the United States. Franchised stores are operated by independent store operators who have entered into a franchise agreement, which typically
provides for an upfront franchise fee and/or royalties based primarily on sales to be paid to Couche-Tard.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

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|   | These stores operate under Couche-Tard's banners. The franchisee is responsible for managing the store, hiring and managing the staff and maintaining inventory through supply agreements with authorized suppliers. In most
cases, Couche-Tard either leases or subleases the real estate to the franchisee and, in many locations, Couche-Tard owns the in-store equipment and motor fuel equipment.                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | Licensed Stores.Couche-Tard has 485 stores operated under license agreements in Canada and the United States that are owned and operated by independent store operators. The licensee typically owns or leases the real
property from third parties and owns all other assets related to the business. The licensee enters into a license agreement with Couche-Tard to use one of Couche-Tard's proprietary banners and agrees to buy merchandise from certain suppliers in
order to benefit from certain vendor rebates based on Couche-Tard's purchasing volume. Couche-Tard's revenues from licensed stores includes license fees and a portion of the vendor rebates related to the licensee's purchases that are
paid to Couche-Tard.
|  

Internationally, Couche-Tard through Circle K has license agreements for the operation and development of stores in Japan, Hong Kong, China, Vietnam, Indonesia, Guam, Macao and Mexico. The terms of these agreements vary, as do the royalty rates.

Merchandise Operations

Couche-Tard offers its customers more than 3,200 product stock keeping units (SKUs) that include traditional convenience store items such as frozen beverages, candy and snacks, coffee, dairy items, beer/wine and tobacco products, as well
as products not traditionally offered by convenience stores such as fresh food and foodservice items. In addition, services such as automatic teller machines and lottery ticket sales are featured in many stores. Couche-Tard is continually looking
for new product ideas, such as cell phones and prepaid phone cards, to offer to its customers to meet their convenience needs. Couche-Tard evaluates store product assortment on an ongoing basis to ensure that low turnover products are replaced by
top selling items in order to maximize selling space and ensure that high demand items are available to the consumer.

Couche-Tard employs category management as a merchandising tool and assigns internal category managers for its top selling products in each region. These category managers are experts on the products within their responsibilities, and
they use their in-depth knowledge of the product's sales trends, regional preferences, popularity and producers in deciding which items to stock in a particular geographical region.

Based on merchandise purchase and sales information, Couche-Tard estimates category revenues as a percentage of total in-store merchandise sales for the last fiscal year as follows:

|                                 | Percentage of
|-------------------------------- | -------------
|Category                         | Total        
|                                
|Tobacco Products                 | 40.57        
|Beer/Wine/Liquor                 | 15.52        
|Grocery                          | 11.54        
|Beverages                        | 13.85        
|Food Service                     | 9.08         
|Candy/Snacks                     | 9.44         
|Total In-Store Merchandise Sales | 100%         

In order to grow its merchandise sales and increase profits, Couche-Tard focuses primarily on developing its banners and house-brands, growing and refining its IMPACT program and expanding its QSRs business.

Branding.Couche-Tard operates its stores under mainly the brands Couche-Tard, Mac's, Circle K, 7-jours, Dairy Mart, Daisy Martand Winks. Couche-Tard's brand strategy employs both proprietary and
national brands for brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items. La Maisonnéeand TakeAwayCafébranded fresh sandwiches and breakfast selections, as well as Sloche, Froster, Jokerdrinks, Sunshine Joe Coffee Co.and Ajava Cafeare examples of successful proprietary branded items that Couche-Tard has added to its growing selection of fresh products. Couche-Tard also continues to build on existing partnerships with recognized coffee franchises and brand names
such as Van Houtteand Seattle's Best Coffeenames.

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IMPACT Program.In 1998, Couche-Tard launched its Store 2000 Concept, now identified as IMPACT. The program has been implemented in about 2,500, or approximately 61%, of its company-operated stores. Under the IMPACT program, the selection of
products and services is designed to create an in-store perception of freshness to appeal to consumers and promote increased sales of higher-margin products. Each selected location is adapted to the needs of the socio-economic and cultural character
of the community with the assistance of a multi-disciplinary team comprising marketing, merchandising, real estate service, interior design and operations specialists. A full-scale IMPACT program implementation typically includes an expanded
foodservice operation, and may include a QSR. Couche-Tard uses a scaled-down version of the concept in markets that cannot support a full-scale conversion. These foodservice programs are a very important part of the IMPACT program. Management
believes that there is an opportunity to increase gross margins through the expansion of this concept.

Quick Service Restaurants.In order to differentiate its company-operated stores and to increase customer traffic and profit margins, Couche-Tard is focusing on the expansion of its foodservice program and has entered into franchise
agreements with quick service restaurants including Subway, Dunkin' Donuts, M&M Meat Shops, Noble Roman's, Quiznos, Blimpieand other local brands. Couche-Tard runs the branded foodservice operation
as a franchisee and pays royalties, rather than renting out space to foodservice operators for a fixed dollar fee. While this approach prevents Couche-Tard from partnering with certain companies, it allows Couche-Tard to benefit from increased
popularity of these products and Couche-Tard believes that this approach enables it to generate higher margin and returns, as well as to ensure quality of service.

Fuel Operations

Prior to Couche-Tard's entry into the U.S. market, approximately 70% of total revenues were generated from merchandise and service revenues and 30% from motor fuel sales. The mix has been altered since the acquisition of namely Bigfoot, Dairy
Mart and Circle K, as these companies had a greater reliance on motor fuel sales than Couche-Tard. In fiscal 2008, Couche-Tard's motor fuel sales in Canada represented about 43% of its Canadian revenues compared to approximately 72% of revenues
for its U.S. stores.

Generally, Couche-Tard's company-operated stores sell both branded and unbranded motor fuel by purchasing the motor fuel and reselling it at a profit. In addition, Couche-Tard earns a commission for supplying unbranded motor fuel on a
consignment basis to company-operated stores in respect of which it does not own the pumps or storage tanks. Couche-Tard also acts as agent in the sale of motor fuel to some of its franchise stores and receives a commission. At select locations in
the United States only, Couche-Tard sells motor fuel to independent store operators for cost plus a mark-up. Except for sales made on a commission basis for which only the commission is recorded as motor fuel revenues, Couche-Tard includes the full
value of such sales in its motor fuel revenues.

The wholesale price in Couche-Tard's supply agreements with major oil companies is typically set by the oil company supplying the motor fuel. Generally, Couche-Tard obtains the fuel at a price referred to as the rack to retail price
and sets the retail price.

Couche-Tard sells motor fuel either under its own brands, including Couche-Tardand Mac'sin Canada and Circle Kin the United States, or under the name of major oil companies such as Shell, 76, BP, Marathon, Conoco,
Irving, Esso, Petro-Canada and Ultramar.

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Distribution and Suppliers

Merchandise Distribution and Supply Arrangements.
Couche-Tard has established national and regional distribution and supply networks for its in-store merchandise in Canada and the United States. With the exception of Eastern Canada where
Couche-Tard operates its own distribution centre and Arizona where its distribution centre is operated by a third party, in-store merchandise is supplied to Couche-Tard stores either through distribution specialists or directly by manufacturers.
Couche-Tard has arrangements with major tobacco manufacturers and other major suppliers for direct distribution to its stores. Couche-Tard has also negotiated supply agreements with regional suppliers, to the extent required, to meet the needs of
each market and to adapt its product mix to local consumer preferences.

Couche-Tard uses Core-Mark International Inc. as its exclusive supplier for the majority of its in-store merchandise to its Western and Central Canada stores. In Eastern Canada, Couche-Tard operates its own distribution centre in Laval,
Québec through which most deliveries to Couche-Tard's Québec stores are channelled, with the remainder of supplies being delivered directly to the stores by the manufacturers. The distribution centre was established to allow Couche-Tard to provide integrated, high-quality services to the 556 Couche-Tard stores dispersed throughout the province. The distribution centre has enabled Couche-Tard to increase the frequency of its delivery of dairy products and fresh and
frozen foods from once to at least twice a week.

Circle K has a distribution centre in Arizona which is managed by Core-Mark International Inc. pursuant to a contract for a fee. The distribution centre serves 576 Circle K stores. The distribution centre allows Circle K to utilize its buying power
for warehouse-delivered items plus proprietary beverages, Liquor, limited beer products, certain dairy, bakery, sandwiches, ice cream and snack items through vendor consolidation with the Arizona distribution centre.

Two types of suppliers provide merchandise to Circle K stores. Direct store delivery suppliers generally supply items such as beer, soft drinks, snack items, newspapers, milk and bread, while warehouse suppliers provide cigarettes, fountain cups,
groceries, health and beauty aids, and candy to the Circle K stores in all areas outside of Arizona. Circle K also uses Core-Mark as a warehouse supplier to distribute merchandise to the majority of its stores west of the Mississippi and to provide
management services to the Circle K distribution centre located in Arizona. Circle K uses McLane Company, Inc. to distribute merchandise to the majority of its stores east of the Mississippi.

Motor Fuel Supply Arrangements.Couche-Tard purchases the motor fuel it sells under its brand name directly from oil refineries. It also purchases branded motor fuel from a number of major oil companies and sells such motor fuel under the oil
company's name. Typically, the motor fuel sold in Canada under Couche-Tard's brand is supplied in accordance with motor fuel supply contracts. Generally, both of these types of contracts are entered into with major oil companies and are
based on a scaling or commission per litre (or gallon) sold, both of which are directly correlated to the quantity of fuel sold.

Properties

Of the 4,068 company-operated stores, 2,980 are leased and 1,088 are owned by Couche-Tard, while the remaining 1,051 stores are either leased or owned by affiliates and franchisees. Most of the owned properties are located in Québec.
Couche-Tard believes that none of the leases is individually material to it. Most of the leases are net leases requiring Couche-Tard to pay taxes, insurance and maintenance costs. Generally our real estate leases in Canada are for primary terms of
five to ten years and in the United States, they are for 10 to 20 years, in both cases, with options to renew. Under certain of the store leases, we are subject to additional rentals based on store revenues as well as escalations in the minimum
future lease amount.

Couche-Tard leases its corporate headquarters in Laval, Québec. Management believes that Couche-Tard's headquarters are adequate for its present and foreseeable needs. In addition, Couche-Tard has nine regional offices located in
Toronto, Ontario, Calgary, Alberta, Columbus, Indiana, Charlotte, North Carolina, Tampa and Pensacola, Florida, Corona, California, Tempe, Arizona and Akron, Ohio, all of which are leased. The distribution centre in Laval, Québec and the one
in Tolleson, Arizona are also leased.

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Information Systems

Couche-Tard uses the information obtained from its point of sales (POS) systems to manage its product mix at the store level. The periodic reports generated from the data collected using POS scanners allows the store operators to
identify slow-moving inventory, track customer preferences, optimize product assortment and effectively adapt the store to the needs of community. Couche-Tard uses POS technology, including scanning, in all of its Company-operated stores. During
fiscal 2007, Couche-Tard completed the implementation of new POS systems including the selective installation of touch screens in its Mac's stores and continues to implement pay-at-the-pump systems for motor fuel distribution at certain
company-owned stores in all of its regions. This technology maximizes convenience for customers while allowing Couche-Tard to collect information on consumer habits to better implement its merchandising strategy. In fiscal 2003, Couche-Tard
established a data warehouse for all of its Canadian divisions and is developing a wide area network, or WAN, which will allow it to implement a perpetual inventory and in-store assisted ordering system. The system, which is in use primarily in
Québec, is designed to optimize the store supply process.

Employees and Training

As at April 27, 2008, Couche-Tard had more than 45,000 employees throughout its company-operated stores, administrative offices, distribution centre and affiliated stores.

Couche-Tard is organized in nine divisions based on geography: Eastern Canada (Québec), Central Canada (Ontario), Western Canada, the U.S. Midwest, the U.S. West Coast, Arizona, the U.S. Southeast, the U.S. Southwest, Florida, Gulf Coast and
the U.S. Great Lakes, each managed by a Vice-President of Operations. Each Vice-President is typically responsible for up to 600 stores. Each store is operated as a separate business unit and store managers are required to meet specific performance
objectives. Store manager's report to market managers who are typically responsible for eight to ten stores. Market managers report to regional directors who typically oversee 60 to 70 stores. Finally, regional directors are accountable to the
division vice-presidents. Couche-Tard's decentralized structure allows most store-specific decisions to be made locally, rather than centrally, which expedites the decision-making process.

Couche-Tard typically spends between 2 % and 4 % of total annual compensation in the network on the training of its employees.

Trade Names, Service Marks and Trademarks

Couche-Tard has registered or applied for registration of a variety of trade names, service marks and trademarks for use in its business, which Couche-Tard regards as having significant value and as being important factors in the marketing of the
Company and its convenience stores. Couche-Tard operates its corporate stores under mainly the brandsCouche-Tard, Mac's, Circle K, 7-jours, Dairy Mart, Daisy Mart and Winks.Couche-Tard sells its proprietary branded food items such as La Maisonnéeand TakeAwayCaféfresh sandwiches and breakfast
selections, as well as Slocheand Frosterbrands of iced beverages. Circle K store brands include Circle K, K Express, Thirst Buster, Polar PopandFreshest Coffee Going!.Service brands include: Circlek.com. Tag lines include What else do you need and I love this place. Couche-Tard also sells motor fuel under its private labels, including
Couche-Tard, Mac's, Circle K. Couche-Tard is not dependent upon any single trademark or trade name, however, it considers its banners and brands to be important assets. Accordingly, Couche-Tard's policy is to register
or otherwise protect these intangible assets in all jurisdictions in which Couche-Tard operates. Couche-Tard has exclusive rights to use its trademarks.

COMPETITION

Our stores compete with a number of national, regional, local and independent retailers, including hypermarkets, grocery and supermarket chains, grocery wholesalers and buying clubs, other convenience store chains, oil company motor
fuel/mini-convenience stores, food stores and fast food chains as well as variety, drug and candy stores. In terms of motor fuel sales, our stores compete with other food stores, service stations and, increasingly, supermarket chains and discount
retailers. Each store's ability to compete depends on its location, accessibility and customer service. The rapid growth in the numbers of convenience-type stores opened by oil companies and the entry of a large number of
hypermarkets into the industry over the past several years has intensified competition. An increasing number of hypermarkets and other retail format such as supermarkets and drugstores have been expanding their product mix to include core
convenience items and fill-in grocery. This channel blending is eroding the convenience stores' traditional base of business, as exemplified by major drug store chains extending business hours to 24 hours a day, seven days a week and selling a
product assortment similar to that of convenience stores.

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ENVIRONMENTAL MATTERS

The Company is subject to various federal, state, provincial and local environmental laws and regulations, including, in the United States, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986and the Clean Air Act, in each case as amended. The enforcement of these laws by regulatory agencies such as the U.S. Environmental
Protection Agency (the EPA) and its state and provincial equivalents will continue to affect our operations by imposing increased operating and maintenance costs and capital expenditures required for compliance. In addition, certain
procedures required by these laws can result in increased lead time and costs for new facilities. Violation of environmental statutes, regulations or orders could result in civil or criminal enforcement actions. The Company makes financial
expenditures in order to comply with regulations governing underground storage tanks adopted by federal, provincial, state and local regulatory agencies.

In particular, at the U.S. federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention and cleanup of releases from leaking
underground storage tanks. Regulations enacted by the EPA in 1988 established requirements for installing and upgrading underground storage tank systems, taking corrective action in response to releases, closing underground storage tank systems,
keeping appropriate records, and maintaining evidence of financial responsibility for taking corrective action and compensating third parties for bodily injury and property damage resulting from releases. These regulations permit states to develop,
administer and enforce their own regulatory programs, incorporating requirements which are at least as stringent as the federal standards.

Our Canadian operations are also subject to environmental legislation and regulation imposed by provincial, federal and municipal governments. This primarily relates to the motor fuel operations conducted at approximately 500 locations throughout
Canada, including the remediation of such products which have spilled or leaked on or migrated from such locations and other locations used in our earlier operations and those of our predecessors. We believe that we are in material compliance with
environmental laws in Canada, including such regulation, and do not anticipate that any increase in the future costs of maintaining compliance in Canada or of remediation of spills or leaks, including any capital expenditure required, will be
material to us.

The Company is currently dealing with a small number of claims by third parties or governmental agencies for remediation or damages caused by contamination alleged to be on or migrating from our current or historic operations. We do not anticipate
any material expense from such claims. However, changes in applicable requirements and their enforcement or newly discovered conditions could cause us to incur material costs that could adversely affect our business and results of operations.

REGULATORY MATTERS

Many aspects of our operations are subject to regulation under federal, provincial, state and local laws. We describe below the most significant of the regulations that impact all aspects of our operations.

Safety.We are subject to comprehensive federal, provincial, state and local safety laws and regulations. These regulations address issues ranging from facility design, equipment specific requirements, training, hazardous materials, record
retention, self-inspection, equipment maintenance and other worker safety issues including workplace violence. These regulatory requirements are fulfilled through a comprehensive Health, Environmental and Safety program. There are no known safety
risks or liabilities that are material to our operations or financial position.

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Sale of Alcoholic Beverages and Tobacco Products.
In certain areas where our stores are located, provincial, state or local laws limit the sale of and/or the hours of operation for the sale of alcoholic beverages and tobacco products to
persons younger than a specified age. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of alcoholic beverages, as well as issue
fines to stores for the improper sale of alcoholic beverages or tobacco products. These agencies may also impose various restrictions and sanctions. In many states, retailers of alcoholic beverages have been held responsible for damages caused by
intoxicated individuals who purchased alcoholic beverages from them. Retailers of alcoholic beverages may also be fined or have a store's permit revoked for selling alcohol to a minor. While the potential exposure for damage claims, as a seller
of alcoholic beverages is substantial, we have adopted procedures intended to minimize such exposure. In addition, we maintain general liability insurance which may mitigate the effect of any liability.

Store Operations.The Company stores are subject to regulation by federal agencies and to licensing and regulations by provincial, state and local health, sanitation, safety, fire and other departments relating to the development and
operation of convenience stores, including regulations relating to zoning and building requirements and the preparation and sale of food. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent the
development of a new store in a particular area.

Our operations are also subject to federal, provincial and state laws governing such matters as wage rates, overtime, working conditions and citizenship requirements. At the federal level, there are proposals under consideration from time to time to
increase minimum wage rates and to introduce a system of mandated health insurance, which could affect our results of operations.

RISK FACTORS

The "Business Risks" and Other Risks sections of our annual Management's Discussion and Analysis of Operating Results and Financial Position on pages 20 to 24, is incorporated herein by reference, as supplemented from
time to time in the "Business Risks" sections of our quarterly reports to shareholders.

DIVIDENDS

Since 1989, the Company had not declared any dividends but effective since the second quarter of fiscal 2006, the Board of Directors has implemented a quarterly dividend policy of 2.5 cents Cdn per Class A multiple voting shares and Class B
subordinate voting shares. During fiscal 2007 and effective since the second quarter, the Company modified its quarterly dividend policy by raising it at 3.0 cents and then increasing it to 3.5 cents in the second quarter of fiscal 2008.

CAPITAL STRUCTURE

The voting shares of the Company are its Class A Multiple Voting Shares (the Multiple Voting Shares) and its Class B Subordinate Voting Shares (the Subordinate Voting Shares). As at June 30, 2008, 53,881,212 Multiple Voting
Shares and 142,845,776 Subordinate Voting Shares of the Company were issued and outstanding. Each Multiple Voting Share carries 10 votes and each Subordinate Voting Share carries one vote with respect to all matters coming before the Meeting.

Conversion Rights

Each Multiple Voting Share is convertible at any time at the holder's option into one fully paid and non-assessable Subordinate Voting Share. Upon the earliest to occur of: (i) the day upon which all of the Majority Holders (defined in the Articles
of the Company as being Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D'Amours) will have reached the age of 65, or (ii) the day when the Majority Holders hold, directly or indirectly, collectively less than 50% of the
voting rights attaching to all outstanding voting shares of the Company, each Subordinate Voting Share shall be automatically converted into one fully paid and non-assessable Multiple Voting Share.

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Take-Over Bid Protection

In the event that an offer as defined in the Articles of the Company (an "Offer") is made to holders of Multiple Voting Shares, each Subordinate Voting Share shall become convertible at the holder's option into one Multiple Voting Share, for the
sole purpose of allowing the holder to accept the Offer. The term "Offer" is defined in the Articles of the Company as an offer in respect of the Multiple Voting Shares which, if addressed to holders resident in Québec, would constitute a
take-over bid, a securities exchange bid or an issuer bid under the Securities Act(Québec) (as presently in force or as it may be subsequently amended or readopted), except that an Offer shall not include: (a) an offer which is made
at the same time for the same price and on the same terms to all holders of Subordinate Voting Shares; and (b) an offer which, by reason of an exemption or exemptions obtained under the Securities Act(Québec), does not have to be made
to all holders of Multiple Voting Shares; provided that, if the offer is made by a person other than a Majority Holder or by a Majority Holder to a person other than a Majority Holder, in reliance on the block purchase exemption set forth in section
123 of the Securities Act(Québec), the offer price does not exceed 115% of the lower of the average market price of the Multiple Voting Shares and the average market price of the Subordinate Voting Shares as established with the
formula provided by the Regulation Respecting Securities(Québec). The conversion right attached to the Subordinate Voting Shares is subject to the condition that if, on the expiry date of an Offer, any of the Subordinate Voting Shares
converted into Multiple Voting Shares are not taken up and paid for, such Subordinate Voting Shares shall be deemed never to have been so converted and to have always remained Subordinate Voting Shares. The Articles of the Company contain provisions
concerning the conversion procedure to be followed in the event of an Offer.

RATINGS

In April 2006, Moody's Investors Service announced that it rated the Company's Senior Subordinated Notes at Ba2 pursuant to the operating and financial progress that the Company has made since the December 2003 Circle K acquisition.
Obligations rated Ba are in the fifth highest category and are judged to have speculative elements and are subject to substantial credit risk.

In December 2005, Standard and Poor's Ratings Services Limited announced that it had assigned the Company's Senior Subordinated Notes to B+ to reflect the significant reduction in debt undertaken by the company since the Circle
K acquisition in December 2003, coupled with operational improvement from its U.S. operations and ample liquidity. Couche-Tard has exceeded its initial cost savings targets related to the Circle K stores, where the company has begun to successfully
implement its Impact concepts store renovation program. An obligation rated B is more vulnerable to non-payment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the
obligation.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization.

MARKET FOR SECURITIES

The Multiple Voting Shares and Subordinate Voting Shares are listed on the Toronto Stock Exchange since December 6, 1999 under the symbols ATD.A and ATD.B, respectively.

|Price Ranges and Volume Traded |        |             |           
|------------------------------ | ------ | ----------- | ----------
|Monthly Period                 | Symbol | High Price1 | Low Price1
|May 2007                       | ATD.A  | $ 24.50     | $ 23.25   
|June 2007                      | ATD.A  | $ 23.76     | $ 21.77   
|July 2007                      | ATD.A  | $ 22.98     | $ 20.31   
|August 2007                    | ATD.A  | $ 22.25     | $ 19.85   
|September 2007                 | ATD.A  | $ 22.54     | $ 20.26   
|October 2007                   | ATD.A  | $ 20.61     | $ 19.76   
|November 2007                  | ATD.A  | $ 20.51     | $ 17.00   

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|Monthly Period | Symbol | High Price1 | Low Price1 | Traded Volume
|-------------- | ------ | ----------- | ---------- | -------------
|December 2007  | ATD.A  | $ 18.79     | $ 17.01    | 255,299      
|January 2008   | ATD.A  | $ 18.29     | $ 15.19    | 102,100      
|February 2008  | ATD.A  | $ 18.30     | $ 16.59    | 93,285       
|March 2008     | ATD.A  | $ 16.79     | $ 14.30    | 1,670,397    
|April 20082    | ATD.A  | $ 16.00     | $ 13.50    | 564,426      
|              
|Monthly Period | Symbol | High Price1 | Low Price1 | Traded Volume
|May 2007       | ATD.B  | $ 24.00     | $ 22.90    | 9,222,594    
|June 2007      | ATD.B  | $ 23.44     | $ 21.69    | 12,718,554   
|July 2007      | ATD.B  | $ 22.83     | $ 20.32    | 13,844,867   
|August 2007    | ATD.B  | $ 22.10     | $ 19.57    | 11,251,311   
|September 2007 | ATD.B  | $ 22.48     | $ 20.07    | 5,835,034    
|October 2007   | ATD.B  | $ 20.61     | $ 19.81    | 10,500,227   
|November 2007  | ATD.B  | $ 20.35     | $ 16.80    | 10,581,492   
|December 2007  | ATD.B  | $ 18.72     | $ 17.01    | 8,070,421    
|January 2008   | ATD.B  | $ 18.29     | $ 15.15    | 8,017,554    
|February 2008  | ATD.B  | $ 18.37     | $ 16.40    | 5,354,027    
|March 2008     | ATD.B  | $ 16.80     | $ 13.69    | 9,229,945    
|April 20082    | ATD.B  | $ 16.50     | $ 13.18    | 6,266,218    

Note:

(1)     All prices are in CAD$ and on a per share basis.

        (2)     From April 1 to April 25, 2008 inclusively.

DIRECTORS AND SENIOR OFFICERS

Directors

The following tables list the Company's directors. All information is accurate as at June 30, 2008.

|Name and municipality of residence  | Principal occupation                                                       
|----------------------------------- | ---------------------------------------------------------------------------
|                                   
|ALAIN BOUCHARD 1                    |                                                                            
|Lorraine, Québec                    | Chairman of the Board, President and Chief Executive Officer of the Company
|                                   
|JACQUES D'AMOURS 1                  | Vice-President, Administration of the Company                              
|Lorraine, Québec                    |                                                                            
|                                   
|ROGER DESROSIERS, FCA3              |                                                                            
|Montréal, Québec                    | Corporate Director                                                         
|Chairman of the Audit Committee     |                                                                            
|                                   
|JEAN ÉLIE 3                         |                                                                            
|Montréal, Québec                    | Corporate Director                                                         
|                                   
|RICHARD FORTIN 1                    |                                                                            
|Longueuil, Québec                   | Executive Vice-President and Chief Financial Officer of the Company        
|                                   
|MÉLANIE KAU 2                       |                                                                            
|Montréal, Québec                    | President, Mobilia Interiors Inc.                                          
|                                   
|ROGER LONGPRÉ 2, 3                  |                                                                            
|Brossard, Québec                    | President, Mergerac Inc. (consulting firm in mergers and acquisitions)     
|Chairman of the Human Resources and |                                                                            
|Corporate Governance Committee      |                                                                            
|                                   
|RÉAL PLOURDE 1                      |                                                                            
|Montréal, Québec                    | Executive Vice-President and Chief Operating Officer of the Company        

18

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|Name and municipality of residence | Principal occupation                                     
|---------------------------------- | ---------------------------------------------------------
|                                  
|JEAN-PIERRE SAURIOL 2              | President and Chief Executive Officer, Dessau inc.       
|Laval, Québec                      | (engineering-construction company)                       
|                                  
|JEAN TURMEL4                       |                                                          
|Montréal, Québec                   | President, Perseus Capital Inc. (fund management company)





|Notes:
|------



1)
	Member of the Executive Committee.2)
	Member of the Human Resources and Corporate Governance Committee.3)
	Member of the Audit Committee.4)
	Lead Director.


Each director remains in office until the following annual shareholders' meeting or until the election or appointment of his successor, unless he resigns or his office becomes vacant as a result of his death, removal or any other cause.

The Directors of the Company held the following principal occupations during the five preceding years:

Alain Bouchard. As founder of the companies from which originated Alimentation Couche-Tard Inc., Mr. Alain Bouchard started his convenience store operations in 1980 with the opening of his first convenience store
in Québec. Mr. Bouchard has more than 38 years of experience in the retail industry. Over the years he took part, along with his closest collaborators and all staff members, in the Alimentation Couche-Tard's growth. Mr. Bouchard is also
a director of Quebecor Inc., a communications holding company, Atrium Innovations Inc. (development and marketing of cosmetic and nutritional ingredients) and the Hautes Études Commerciales of Montréal.

Richard Fortin. Before joining Couche-Tard in 1984, he had more than 13 years of experience at a number of major financial institutions, and was Vice-President of Québec for a Canadian bank wholly-owned by
Societe Generale (France). Mr. Fortin holds a bachelor's degree in Management with a major in Finance from Laval University in Québec City. Mr. Fortin is a director of Transcontinental Inc., a commercial printer and is chairman of the audit
committee of the latter and also sits on the board of the Insurance Life of National Bank of Canada.

Réal Plourde. Mr. Plourde joined us in 1984 and has held various positions, ranging from Manager of Technical Services to Vice-President of Development, Sales and Operations of the Company. In 1988 and
1989, Mr. Plourde also acted as President of Pro Optic Inc., then a wholly-owned subsidiary of Couche-Tard and Québec's first optical lens manufacturer. Mr. Plourde began his career in various engineering projects in Canada and Africa. Mr.
Plourde holds an Engineering Degree (Applied Sciences) from Laval University in Québec City and an MBA from the Ecole des Hautes Etudes Commerciales in Montréal. Mr. Plourde is a member of the Québec Engineers Association. Mr.
Plourde is also a director of Bouclair Inc., a fabric retailer.

Jacques D'Amours. Since joining the Company in 1980, he has worked in a variety of roles, including Manager of Technical Services, Vice-President of Sales and Vice-President of Administration and Operations of
the Company.

Roger Desrosiers. Mr. Desrosiers has been a chartered accountant since 1963. In 1973, he founded an accounting firm that subsequently merged with Arthur Andersen in 1994. From 1994 to 2000, he was the Managing
Partner, Eastern Canada of Arthur Andersen. From 1968 to 1973, he was assistant-treasurer, director of accounting and budget for Québec-Telephone (now TELUS Inc.). Prior to 1968, he practised accounting with Coopers & Lybrand. He is a
Fellow of the Québec Order of Chartered Accountants. Mr. Desrosiers sits on the following board of directors: Desjardins Assurances Générales, Fonds d'assurances du Barreau du Québec, La Personnelle compagnie
d'assurance Inc., The Personal Inc., Certas Inc. and Fortsum Business Solutions Inc., as well as on the consulting committee of Telus Québec. He holds a Masters Degree in Commercial Sciences and a License in Accounting Sciences both from
Laval University in Québec City. He is also Fellow of the Ordre des comptables agrées du Québec and gives training at l'École des administrateurs de société de l'Université Laval.

Jean A. Élie. From 1998 to 2002, Mr. Élie was managing director of a Canadian bank wholly-owned by Societe Generale (France). From 1987 to 1997, Mr. Élie was a director and member of the
Executive Committee and Chairman of the Finance and Audit Committee of Hydro-Québec, for which he also acted as Interim Chairman in 1996. From 1981 to 1995, he was a Vice-President and Manager, Corporate Services and Government Services of
Burns Fry
Limited (today BMO Nesbitt Burns Inc.), a Canadian investment banking and brokerage firm. Mr. Élie was also a director and member of the Executive Committee of the Investment Dealers Association of Canada. Mr. Élie holds a B.C.L. (law)
from McGill University and an MBA from the University of Western Ontario and is a member of the Québec Bar Association.

19

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Mélanie Kau. Mrs. Kau started her career with Mobilia in 1987 when she joined the family business at a crucial time. After occupying several different positions, she assumed the role of President in 1995.
In addition to quadrupling the revenues of the company during her presidency Mrs. Kau has earned the respect of her peers. In 2001 she was awarded the Entrepreneur of the Year by the Young Chamber of Commerce of Montréal, in 2002 she was
recognized as Canada's Top 40 under 40. Mrs. Kau holds a Bachelor's of Arts from McGill, a Master of Journalism from Northwestern University, as well as an Executive Master's of Business Administration from Concordia. She serves on
the board of Investissement Québec since 2005 in addition to being a member of its audit committee and of the governance and ethic committee.

Roger Longpré. Mr. Longpré is President and founder of Mergerac Inc., a consulting firm in the areas of mergers and acquisitions and corporate finance. From 1986 to 1994, Mr. Longpré was a
partner of Raymond Chabot Grant Thornton where he began consulting in the areas of corporate finance and mergers and acquisitions and subsequently became responsible for all of the firm's financial consulting services. From 1980 to 1986, Mr.
Longpré was Vice-President of Credit Suisse, Montréal Branch. Prior to 1980, Mr. Longpré was employed in the banking industry. Mr. Longpré has a bachelor's degree in business administration with a major in finance from
the University of Québec in Montréal. He also holds an MBA degree, also with a major in finance from the University of Concordia in Montréal.

Jean-Pierre Sauriol. Mr. Sauriol is President and Chief Executive Officer of Dessau Inc., one of Canada's largest engineering-construction companies. Mr. Sauriol was Chairman of the Association of Consulting
Engineers of Canada in 1993 and of the Association of Consulting Engineers of Québec in 1988 and 2000. Mr. Sauriol is a Fellow of the Canadian Academy of Engineering. Mr. Sauriol graduated from the École Polytechnique of
Montréal in 1979 and completed Harvard Business School's Owner President Management Program in 1993.

Jean Turmel. Mr. Turmel is the founder and president of Perseus Capital inc., a portfolio firm. Until December 2004, Mr. Turmel was President, Financial Markets, Treasury and Investment Bank of a Canadian
chartered bank. Mr. Turmel was a director of a Canadian chartered bank and a director and chairman of National Bank Financial Inc. as well as a member of the board of directors of subsidiaries of such group. Prior to 1981, Mr. Turmel held various
positions at McMillan Bloedel Inc., Dominion Securities Inc. and Merrill Lynch Royal Securities. Mr. Turmel holds a baccalaureate in commerce and an MBA both from Laval University in Québec City.

Senior Officers

The following table lists the Company's senior officers who are not also directors. All information is accurate as of June 30, 2008.

|Name and municipality of residence | Office held with the Company             
|---------------------------------- | -----------------------------------------
|                                  
|MICHEL BERNARD                     | Vice-President, Operations Eastern Canada
|Montréal, Québec                   |                                          
|                                  
|JASON BROUSSARD                    | Vice-President, Operations Gulf          
|Tampa, Florida                     |                                          
|                                  
|ROBERT G. CAMPAU                   | Vice-President, U.S. Administration      
|Charlotte, North Carolina          |                                          
|                                  
|DARRELL DAVIS                      | Vice-President, Operations U.S. Midwest  
|Columbus, Indiana                  |                                          

20

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|Name and municipality of
    residence | Office held with the Company                       
|-------------------------------------- | ---------------------------------------------------
|                                       |                                                    
|MICHAEL GUINARD                        | Vice-President, Special
    Projects               
|Laval, Québec                          |                                                    
|                                       |                                                    
|BRIAN HANNASCH                         | Senior Vice-President, U.S.
    Operations         
|Columbus, Indiana                      |                                                    
|                                       |                                                    
|GEOFFREY C. HAXEL                      | Vice-President, Operations
    Arizona             
|Scottsdale, Arizona                    |                                                    
|                                       |                                                    
|MATT MCCURE                            | Vice-President, Operations U.S.
    Southeast      
|Charlotte, North Carolina              |                                                    
|                                       |                                                    
|JEAN-LUC MEUNIER                       | Vice-President, Operations
    Central Canada      
|Markham, Ontario                       |                                                    
|                                       |                                                    
|RAYMOND PARÉ                           | Vice-President, Corporate
    Finance and Treasurer
|Rosemère, Québec                       |                                                    
|                                       |                                                    
|PAUL RODRIGUEZ                         | Vice-President, Operations U.S.
    Great Lakes    
|Macedonia, Ohio                        |                                                    
|                                       |                                                    
|BUTCH SEBER                            | Vice-President, Real Estate
    Development        
|Lithia, Florida                        |                                                    
|                                       |                                                    
|MIKE STRUBLE                           | Vice-President, Operations
    Florida             
|Tampa, Florida                         |                                                    
|                                       |                                                    
|TIM TOUREK                             | Vice-President, Operations U.S.
    Westcoast      
|Lake Ellsinore, California             |                                                    
|                                       |                                                    
|KIM TROWBRIDGE                         | Vice-President, Operations
    Western Canada      
|Calgary, Alberta                       |                                                    
|                                       |                                                    
|LOU VALDES                             | Vice-President, Operations U.S.
    Southwest      
|Chandler, Arizona                      |                                                    

Michel Bernardhas been Vice-President, Operations Eastern Canada since December 2005 and previously held the position of Vice-President, Operations U.S. Midwest since 2003. Mr. Bernard has served in a variety of
operations and marketing-related positions during his 25-year supermarket and convenience store career. Mr. Bernard joined Couche-Tard in 1987 and subsequently departed in 1994 to pursue other opportunities including as Responsible of Convenience
Retailing for Petro-Canada. Mr. Bernard returned to Couche-Tard in 1999 as Senior Director of Marketing and Merchandising. Mr. Bernard holds a bachelor's degree in Management, with a major in Marketing, from the Universite du Québec a
Montréal.

Jason Broussardwas appointed Vice-President, Operations, Gulf in January 2008. Prior to assuming his current position, Mr. Jason Broussard held various positions within Circle K since 1990, ranging from District
Manager to Director of Marketing and Fuel. In 1983, Mr. Broussard began his career in the convenience store industry for the Southland Corporation. Mr. Broussard has been the recipient of many regional and national awards throughout his career
including District Manager of the Year. Mr. Broussard holds a solid experience of 24 years in Operations and Marketing.

Robert G. Campauhas been Vice-President, Administration since May 2008 and was formerly Vice-President, Operations U.S. Southeast since December 2003. Mr. Campau began his nearly 30-year convenience industry
career with the Southland Corporation (7-Eleven) in 1974. Since joining Circle K in 1979, Mr. Campau held a variety of positions including zone manager, division manager, director of operations, franchise support services, director of organizational
development, director of operations and representative of the Office of the President. Prior to December 2003, he served as Manager of Retail Support for ConocoPhillips. Mr. Campau earned his bachelor's degree in business administration from the
University of Wisconsin at Madison.

Darrell Davishas been Vice-President, Operations Midwest since December 2005. He has served Couche-Tard as Director of Operations, and later as Director of Marketing within the Midwest division. Mr. Davis
joined
Couche-Tard in 2002 when Couche-Tard acquired Dairy Mart, where he held the position of Vice-President, Operations of such company. Mr. Davis began his career in the convenience store industry over 30 years ago. He holds a bachelor's degree in
Management from the University of Louisville.

21

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Michael Guinardjoined Alimentation Couche-Tard in 2000 as National Director, Real Estate and was appointed as Vice President, Real Estate Development from 2002 to January 2008, when he was appointed
Vice-President, Special Projects. Mr. Guinard previously worked ten years as Director, Real Estate-Québec for Tim Hortons following a 21 year career in the Canadian petroleum industry with Petrofina and Petro-Canada in operations, strategic
planning, marketing and real estate functions. Mr. Guinard holds a bachelor's degree in Economics from Concordia University (Loyola College).

Brian P. Hannaschholds the Senior Vice-President, U.S. Operations position since in May 2008 and previously was Senior Vice-President, Western North America since December 2004. Prior to, he was Vice-President,
Integration since 2003. In 2001, he was appointed Vice-President, Operations U.S. Midwest where he was responsible for all aspects of our U.S. operations. From 2000 to 2001, Mr. Hannasch was Vice-President of Operations for Bigfoot Food Stores LLC,
a 225 unit convenience store chain in the U.S. Midwest acquired by Couche-Tard. From 1989 to 2000, Mr. Hannasch was employed by BP Amoco in various positions of increasing responsibility. His last position with BP Amoco was Vice-President of
Marketing for the Midwest Business Unit. Mr. Hannasch holds a B.A. in Finance from Iowa State University and an MBA in Marketing and Finance from the University of Chicago.

Geoffrey C. Haxelhas been Vice-President, Operations, U.S. Arizona Region since December 2003. Mr. Haxel served in a variety of operations and marketing positions since joining Circle K in 1988. Mr. Haxel began
his career as a district manager trainee and also held the positions of sales manager, category manager and division manager. Prior to December 2003, Mr. Haxel served as Circle K's Arizona Region Manager with responsibility for more than 600 sites
in a four-state territory. Mr. Haxel has completed coursework toward a bachelor's degree in chemical engineering from the University of Oklahoma.

Matt McCurehas been Vice-President, Operations U.S. Southeast since May 2008. Prior to assuming his current position he was Director of Marketing & Fuel. Mr. McCure held various positions within the company
ranging from Director of Facilities and Regional Director of Operations. In 2001, he was appointed as Director of Facilities. In this role, he was instrumental in supporting the growth of the Division from 200 locations to over 700. Prior to joining
the company, Mr. McCure spent 6 years working in the Southeast for Swifty Serve/Camp Oil Company. There he held the Director of Facilities position after starting his career as a Project Manager. He also gained experience in the Marketing, Fuel
Operations and Real Estate Departments. Mr. McCure graduated from the University of Illinois with a Bachelors Degree in Civil Engineering.

Jean-Luc Meunieris a member of Couche-Tard's team since 1999 and has been Vice-President, Operations Central Canada since December 2005. He previously held the position of Vice-President, Operations Eastern
Canada from 2004 until such appointment after holding various positions such as Operations Manager, Real Estate Manager and Technical Services Manager. Mr. Meunier also acquired some eight years of experience in project engineering, consulting,
analysis and management at Shell Canada. He is a member of the Ordre des ingénieurs du Québec and holds an MBA from the Université du Québec à Montréal.

Raymond Paré has beenVice President, Corporate Finance and Treasurer since November 2007. Prior to assuming his current position, Mr. Paré held the position of Senior Director, Finance, within the
Company since 2003. In 1992, Mr. Paré began his professional career at Ernst & Young as a Chartered Accountant and thereafter held several positions in financial and operational management, amongst other companies; at JAC Canada / USA
Inc. and at Bombardier Inc., in the Aerospace Division. Mr. Paré graduated in 2007 with a MBA for management in Financing from the Université du Québec à Montréal, holds a B.A. in Accounting from such university
since 1992 and he officially became a Chartered Accountant in 1994.

Paul Rodriguezwas appointed Vice-President Operations, Great Lakes in December 2006 upon the creation of this new division. Mr. Rodriguez joined Couche-Tard in 2003 when the company acquired Circle K. He served
in a variety of operations and marketing positions since joining Circle K in 1988. Mr. Rodriguez has over 20 years of experience in the retail industry. He holds a bachelor's degree in Business Administration from the Texas Tech
University.

22

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Butch Seberwas appointed Vice-President Real Estate Development, North America in January 2008. Upon joining Circle K in October of 1992, Mr. Seber has held a variety of positions in real estate covering all
areas of development and asset management. He served as Real Estate Director for the previous ten years and was responsible for new acquisition markets, direct management and accountability for the Florida Gulf Coast Division. Prior to joining
Circle K, Mr. Seber started his career in 1982 in the real estate brokerage business. Mr. Seber graduated with a Bachelor of Arts degree from the University of South Florida majoring in both Communications and Psychology.

Mike Strublewas appointed Vice-President, Operations of the U.S. Florida/Gulf Division in May 2007 and now holds the position of Vice-President, Operations Florida since January 2008. Previously he served as
Director of Marketing & Fuel since December, 2003. Prior to the acquisition by Couche-Tard, Mr. Struble served as a Director on the corporate marketing staff of Circle K for eight years. Mr. Struble has over 30 years of convenience retailing
experience which began in 1976. He has served various regional U.S. companies in a variety of marketing and operations positions, including Director of Operations for Shore Stop and Jr. Food Stores, and Vice-President, Marketing for Strasberger
Enterprises. He also served as Managing Partner of Struble Management Group for 6 years, providing turn around and interim management to companies at risk.

Tim Tourekhas been Vice-President, Operations U.S. West Coast since January 2008 but has held such position by interim since March 2007. His convenience store career began in 1992 with the Southland Corp.
(7-Eleven). Mr. Tourek joined Circle K in 1992 as a District Manager. In his tenure at Circle K has held the positions of District Manager, Director of Operations, Regional Operations Director, and Director of Facilities. He is a Veteran of the
United States Air Force, holds a B.S. degree in Management from Golden Gate University and a MBA. from the University of Phoenix.

Kim J. Trowbridgehas been Vice-President, Operations Western Canada since 1999. Prior to 1999, Mr. Trowbridge was Vice-President, Operations, Western division for Mac's Convenience Stores Inc. Mr. Trowbridge is
Chairman of the Alberta Food Processors Association and the President and a director of the Western Convenience Store Association. Mr. Trowbridge has more than 20 years of experience in the convenience store industry.

Lou Valdeswas appointed Vice-President, Operations, U.S. Southwest in January 2008. Prior to assuming his current position, Mr. Valdes held various positions within Circle K since 1998, ranging from District
Manager, Project Manager to Director of Operations and Facilities. As Director of Operations and Facilities, Mr. Valdes was responsible for the new acquisition markets, Procurement, Facilities Department and the Arizona Distribution Center. In 1985,
Mr. Valdes began his career in the retail industry as a Store Manager for Drug Emporium Drug Store, and rose to Director of Purchasing and Marketing. Mr. Valdes attended the University of Arizona in 1986 where he studied Business and
Accounting.

As at June 30, 2008, the executive officers and directors, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 37,959,292 multiple voting shares and 2,008,808 subordinate voting shares of the Company
representing respectively 70.45% and 1.41% of the issued and outstanding shares of the Company.

LEGAL PROCEEDINGS

In the ordinary course of business, Couche-Tard is a defendant in a number of legal proceedings, suits, and claims common to companies engaged in retail businesses. The majority of these cases are brought by individual plaintiffs. Couche-Tard
believes that it is not currently involved in any litigation, claims or proceedings in which an adverse outcome would have a material adverse effect on Couche-Tard's operating results and financial condition. On June 13, 2008, summons that were
served on Couche-Tard regarding accusations made against it and two of its employees by the Competition Bureau stating that acts under section 45(1) of the Competition Actwere committed, in four municipalities in Quebec. While Couche-Tard
takes these accusations very seriously, the company intends to defend itself vigorously. It should be noted that these accusations have not been proven.

23

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TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the shares of the Company is Computershare Trust Company of Canada, 100 University Avenue, 9thFloor, North Tower, Toronto, Ontario M5J 2Y1. Registrar offices are located in Montréal, Calgary
and Vancouver.

AUDIT COMMITTEE DISCLOSURE

Charter

The Audit Committee assists the Board of Directors to supervise: (1) the integrity of the Company's financial statements and related information; (2) the Company's compliance with the applicable requirements established by law and
regulation; (3) the independence, the competence and the appointment of the external auditors; (4) the performance of the head of the corporate finance team of the Company with respect to the internal controls and external auditors; and (5)
Management's responsibility with regards to internal controls.

The Audit Committee has the following responsibilities with respect to the reporting of financial information and the Chairman of the Committee reports thereon to the Board of Directors:

1.
	Review, together with management and the external auditors, the annual financial statements and the related notes, the external auditors' report thereon and the accompanying press release and obtain explanations from
management on any significant discrepancies with the corresponding periods before recommending their approval by the board and publication.2.
	Review, together with management, the quarterly financial statements and accompanying press releases before recommending their approval by the board and publication.3.
	Review the financial information contained in the annual information form, the financial information contained in the annual report, management's analysis of the financial position and the operating results, and other
documents containing similar financial information before their disclosure to the public or filing with Canadian and American regulatory authorities or other applicable jurisdictions.4.
	Review annually and supervise the Company's evaluation and risk management policies. To that effect, the Committee ensures to receive a detailed report of the assessed risks that could have a significant impact on the
Company's financial situation and actions taken thereon in order to eliminate or tone down such risks.5.
	Review on an annual basis, together with management and the external auditors, the quality and not just acceptability of the Company's new accounting policies and review the disclosure and impact of contingencies and the
reasonableness of provisions, reserves and estimations which may have a material impact on the reporting of financial information.6.
	Review, together with the external auditors, the problems and difficulties in connection with the audit and measures adopted in this regard by management and find a solution to disagreements between management and the external
auditors on the reporting of financial information.


The Audit Committee has the following responsibilities with respect to risk management and external controls:

1.
	Monitor the quality and integrity of the corporation's internal control and management information systems through discussions with management, the external auditors and the head of the finance corporate team of the Company,
where applicable.2.
	Approve the internal audit plan put in place by the head of the finance corporate team of the Company.3.
	Oversee the reporting of information by management on internal control. Thus, ensure that head of the finance corporate team of the Company reports biannually to the Audit Committee the results of the work performed with respect
to the internal control systems.4.
	Review on a regular basis an internal report describing the internal control procedures, the material issues raised in the course of the latest reviews of the internal control and management information systems, or pursuant to an inquiry by government or professional authorities, as well as the recommendations made and measures adopted with respect thereto.


24

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5.
	Assist the board in discharging its responsibility for ensuring that the Company complies with the applicable legal and regulatory requirements.6.
	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters as well as procedures for the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.


The Audit Committee has the following responsibilities with respect to the external auditors:

1.
	Review the written annual declaration of the external auditors concerning all their connections with the Company and discuss the connections or services, which may have an impact on their objectivity or ability to function
independently.2.
	Recommend to the Board of Directors the appointment and, if necessary, the non-renewal of the mandate (in both cases, subject to shareholders' approval) of the external auditors and review their competence, performance and
ability to function independently.3.
	Approve all audit services for the Company and determine which services other than audit services the auditors are not authorized to perform for the Company or its subsidiaries. To that effect, the Committee may put in place
policies and procedures for prior detailed approvals concerning such services.4.
	May delegate, if required to one or more independent members the authority to pre-approve non-audit services subject that all such approvals be submitted at the next Audit Committee meeting.5.
	Ensure that the fees charged by the external auditors both for audit services and other authorized services are reasonable and thereafter recommend to the Company's Board of Directors the necessary approvals.6.
	Review the audit plan with the external auditors and management and approve its schedule.7.
	Ensure that the Company complies with regulatory requirements with respect to hiring partners, employees and former partners and employees of the present and former external auditors of the Company. To that effect, the Committee
must pre-approve any hiring of current or former partners and employees of the current or former external auditors.8.
	Ensure that the external auditors always report to the Audit Committee and the board as representatives of the shareholders.9.
	The Audit Committee always has direct lines of communication with the external auditors and the responsible person of the internal auditing.10.
	The Audit Committee holds separate meetings with management and the external auditors at least once a year or more often as appropriate.


Composition of the Audit Committee

The Audit Committee is currently composed of three independent directors, namely Messrs. Roger Desrosiers (Chairman), Roger Longpré and Jean Élie.

Financial Literacy

Roger Desrosiers.Mr. Desrosiers has been a chartered accountant since 1963. In 1973, Mr. Desrosiers founded an accounting firm that subsequently merged with Arthur Andersen in 1994. From 1994 to 2000, Mr. Desrosiers was the Managing Partner,
Eastern Canada of Arthur Andersen. From 1968 to 1973, Mr. Desrosiers was assistant-treasurer, director of accounting and budget for Québec-Telephone (now TELUS Inc.). Prior to 1968, Mr. Desrosiers practised accounting with Coopers &
Lybrand. Mr. Desrosiers is a Fellow of the Québec Order of Chartered Accountants. Mr. Desrosiers sits on the Board of Directors of various insurance companies and is a member of the Consulting Committee of Telus Québec Inc. Mr.
Desrosiers holds a Masters Degree in Commercial Sciences and a License in
Accounting Sciences both from Laval University in Québec City. He is also Fellow of the Ordre des comptables agrées du Québec and gives training at l'École des administrateurs de société de
l'Université Laval. During his career, Mr. Desrosiers developed an expertise in auditing large public companies and therefore, as an accountant engaged in auditing or reviewing an issuer's financial statements, he has an
understanding of generally accepted accounting principles and financial statements. Mr. Desrosiers has also acted as lead partner and as audit partner of an audit engagement team and has actively supervised the audit, review, analysis or evaluation
of financial statements for various clients. These financial statements presented accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial
statements. Mr. Desrosiers has also, through his experience, the ability to assess the general application of generally accepted accounting principles in connection with the accounting for estimate, accruals and reserves. In addition, Mr. Desrosiers
has acquired an understanding of internal controls and procedures for financial reporting through his experience as director of accounting and in performing audit engagements. Finally, Mr. Desrosiers is the Chairman of the Audit Committee of several
companies and therefore has an understanding of audit committee functions.

25

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Roger Longpré. Mr. Longpré has a bachelor's degree in business administration with a major in finance. He also holds an MBA degree, also with a major in finance. He spent the first thirteen years of his career in the field of
corporate lending with gradually increasing responsibilities in various managerial positions for a Canadian bank, for a subsidiary of Citigroup and for Credit Suisse. His primary role as a lender was to analyse, structure and conclude financings for
private and publicly traded corporations of all sizes. In doing so, he closely scrutinized financial statements on a regular basis and questioned management thereon. He has developed an understanding of accounting principles through his experience
in performing extensive financial statement analysis or evaluation. He has also evaluated a company's internal controls and procedures for financial reporting. For the past eighteen years, Mr. Longpré has been acting as a consultant in
the areas of mergers and acquisitions and of corporate finance. He was employed from 1986 to 1994 as a partner in charge of the financial consulting practice by the audit firm Raymond, Chabot, Grant, Thornton where he directly supervised a team of
some 25 professionals operating in the fields of business valuation, financial engineering, litigation, financial modeling, corporate finance, mergers and acquisitions, grants and subsidies, etc. During this time, he analyzed and evaluated financial
statements that presented accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements. During the last twelve years, he has been
active as founder and president of Mergerac Inc., a private investment bank specializing in mergers and acquisitions and in corporate finance. During his career, Mr. Longpré has been instrumental in concluding numerous business transactions
including several with very sophisticated financial structures. He has an in-depth knowledge of financial instruments and practices and he keeps abreast of all new financial market developments.

Jean Élie.Mr. Élie holds a law degree from McGill University and an MBA from the University of Western Ontario. He has over 35 years experience as senior executive in the pulp and paper and energy industries as well as with
securities and accounting firms. Mr. Élie has acquired through his education and experience, an understanding of the accounting principles used by the Company to prepare its financial statements and the implications of said accounting
principles on the Company's results, as well as an understanding of internal controls and procedures for financial reporting. Mr. Élie has obtained significant experience in analyzing and evaluating financial statements as well as
exposure to accounting and financial matters as a managing director of a Canadian bank wholly-owned by Société Générale (France), as Vice President, Corporate Finance of a large Canadian investment bank, as Chairman of
the audit committee of Hydro Québec and as director and audit committee member of public and private companies. Since his retirement in 2002, he serves on the boards and audit committees of public and private companies, as well as non
for-profit organizations. Mr. Élie is a member of the Institute of Internal Auditors and a member of the Institute of Corporate Directors.

The Board of Directors of the Company has determined that Messrs. Desrosiers, Longpré and Élie are financially literate in accordance with Multilateral Instrument 52-110 Audit Committeesapplicable in Canada. In
addition, it has determined that Mr. Desrosiers is audit committee financial expert in accordance with the U.S. Sarbanes-Oxley Actand the rules of the U.S. Securities and Exchange Commission enacted there under.

Internal Controls

We maintain a system of internal controls over financial reporting designed to safeguard assets and ensure that financial information is reliable. We undertake ongoing evaluations of the effectiveness of internal controls over
financial reporting and implement control enhancements, when appropriate. As at April 27, 2008, our management and our external auditors reported that these internal controls were effective.

26

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We also maintain a system of disclosure controls and procedures designed to ensure the reliability, completeness and timeliness of the information we disclose in this MD&A and other public disclosure documents, by taking into account
materiality. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed with securities regulatory agencies is recorded and/or disclosed on a timely basis, as required by law,
and is accumulated and communicated to the Company's management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Policy on the Approval of Non-audit Services

At its meeting held on March 16, 2004, the Audit Committee adopted a policy and procedures on the pre-approval of non-audit services by the Company's auditors. This policy prohibits the Company from engaging the auditors to provide certain
non-audit services to the Company and its subsidiaries, including book-keeping or other services related to the accounting records or financial statements, financial information systems design and implementation, appraisal or valuation services,
actuarial services, internal audit services, investment banking services, management functions or human resources functions, legal services and expert services unrelated to the audit. The policy allows the Company to engage the auditors to provide
non-audit services, other than the prohibited services, only if the services have specifically been pre-approved by the Audit Committee.

A copy of the policy and procedures on the pre-approval of non-audit services by the Company's auditors may be obtained without charge by contacting the Corporate Secretary at the head office of the Company, 1600 St-Martin Blvd. East, Tower B,
Suite 200, Laval, Québec H7G 4S7.

Code of Ethics for CEO, CFO and Senior Financial Officers

At its meeting held on March 15, 2004, the Audit Committee
approved a Code of ethics for the CEO, CFO and senior financial officers in
accordance with the U.S. SarbanesOxley Act ("SOX")
and the applicable rules of the U.S. Securities and Exchange Commission.

A copy of the Code of ethics for the CEO, CFO and senior
financial officers may be obtained without charge by contacting the Corporate
Secretary at the head office of the Company, 1600 St-Martin Blvd. East, Tower B,
Suite 200, Laval, Québec H7G 4S7.

Whistle-Blowing Policy

During fiscal 2005, the Audit Committee approved in accordance with the Canadian securities laws and with the U.S. SarbanesOxley Actand the applicable rules of the U.S. Securities and Exchange Commission a whistle-blowing policy with
respect to complaints on accounting and auditing matters of the Company with the objective to:

- Establish procedures for the receipt, retention and treatment of complaints
and/or concerns received regarding accounting, internal accounting controls or
auditing matters;
- Establish procedures for the confidential, anonymous submission by employee of
concerns regarding questionable accounting or auditing matters; and
- Establish mechanisms in order to ensure that no retaliations or punitive
measures taken against an employee if the complaint was taken based on facts, in
good faith and was not intended to cause prejudice to a person or in view of
gaining any personal advantages.

27

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Auditors Fees

Raymond Chabot Grant Thornton LLP, chartered accountants, Montréal, have served as the Company's auditors since 1990. For the fiscal years ended on April 27, 2008 and April 29, 2007, billed fees for audit, audit-related, tax and all
other services provided to the Company by Raymond Chabot Grant Thornton LLP were as follows:

2008
	2007Audit Fees1
	Cdn$ 888,721
	Cdn$ 984,269Audit-Related Fees2
	Cdn$ 11,100
	Cdn$ 22,700Tax Fees3
	Nil
	NilAll Other Fees
	Cdn$ 127,755
	Cdn$ 116,009TOTAL
	Cdn$ 1,027,576
	Cdn$ 1,122,978






| | Notes:
| | ------



(1)
	Audit services are professional services rendered for the audit of an issuer's annual financial statements and, if applicable, for the reviews of an issuer's financial statements included in the issuer's quarterly reports and
services that are normally provided by the accountant in connection with an engagement to audit the financial statements of an issuer - for example:attendance at audit committee meetings at which matters related to the audits or reviews are discussed;consultations on specific audit or accounting matters that arise during or as a result of an audit or review;preparation of a management letter;time incurred in connection with the audit of the income tax accrual; andservices in connection with the issuer's annual and quarterly reports, prospectuses and other filings with Canadian, U.S. or other securities commissions.(2)
	Audit-related services (the Canadian term) are assurance and related services traditionally performed by an independent auditor - for example:employee benefit plan audits;accounting work related to mergers and acquisitions, including special audits, due diligence and accounting consultations;internal control reviews;assurance engagements that are not required by statute or regulation; andgeneral advice on accounting standards.(3)
	This category includes tax services other than time incurred in connection with the audit of the income tax accrual.


ADDITIONAL INFORMATION

The Company shall provide to any person, upon request to the Secretary of the Company:

|a) | when the securities of the Company are in the course of a distribution pursuant to a short form prospectus or a preliminary short form prospectus has been filed in respect of a distribution of its securities:             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | i)                                                                                                                                                                                                                           
|  
|   | ii)                                                                                                                                                                                                                          
|  
|   | iii)                                                                                                                                                                                                                         
|  
|   | iv)                                                                                                                                                                                                                          
|  
|b) | at any other time, one copy of any of the documents referred to in i), ii) and iii) above, provided that the Company may require the payment of a reasonable fee if the request is not made by a title holder of the Company.
|  

28

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Additional information, including officers' and directors' remuneration and loans granted to them, if any, principal shareholders of the Company, stock options and the interest of insiders in material transactions, if any, is contained in
the management proxy circular dated July 15, 2008 which was prepared for the 2008 annual meeting of
shareholders. Other financial information is included in the audited consolidated financial statements and the notes thereto for the fiscal year ended April 27, 2008 as well as Management's Discussion and Analysis thereon. All such additional
information relating to the Company is available on SEDAR at www.sedar.com. The foregoing documents may be obtained by contacting the Corporate Secretary at the head office of the Company, 1600 St-Martin Blvd. East, Tower B, Suite 200, Laval,
Québec H7G 4S7.



|* * * * *
|---------













29

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FISCAL YEAR 2008ALIMENTATION COUCHE-TARD INC.MANAGEMENT
DISCUSSION & ANALYSIS 
52-week period ended April 27, 2008







---

The purpose of this Management's Discussion and Analysis
(MD&A) is, as required by regulators, to explain management's point of view on
Alimentation Couche-Tard Inc.'s (Couche-Tard) financial condition and results of
operations as well as the performance for fiscal year ended April 27, 2008. More
specifically, it outlines our development strategy, performance in relation to
objectives, future expectations and how we address risk and manage our financial
resources. This MD&A also provides information to improve the reader's
understanding of the consolidated financial statements and related notes. It
should therefore be read in conjunction with those documents. By "we", "our",
"us" and "the Company", we refer collectively to Couche-Tard and its
subsidiaries.
Except where otherwise indicated, all financial information
reflected herein is expressed in United States dollars (US dollars) and
determined on the basis of Canadian generally accepted accounting principles
(Canadian GAAP). We also use measures in this MD&A that do not comply with
Canadian GAAP. When such measures are presented, they are defined and the reader
is informed. You should read the following MD&A in conjunction with the annual
consolidated financial statements and related notes included in Couche-Tard's
2008 Annual Report, which, along with additional information relating to
Couche-Tard, including the latest Annual Information Form, is available on SEDAR
at www.sedar.com, on the SEC's website at www.sec.gov and on the Company
website at www.couche-tard.com.Forward-Looking StatementsThis MD&A includes certain statements that are
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Any statement in this MD&A that is
not a statement of historical fact may be deemed to be a forward-looking
statement. When used in this MD&A, the words "believe", "intend", "expect",
"estimate" and other similar expressions are generally intended to identify
forward-looking statements. It is important to know that the forward-looking
statements in this MD&A describe our expectations as at July 15, 2008, which are
not guarantees of future performance of Couche-Tard or its industry, and involve
known and unknown risks and uncertainties that may cause Couche-Tard's or the
industry's outlook, actual results or performance to be materially different
from any future results or performance expressed or implied by such statements.
Our actual results could be materially different from our expectations if known
or unknown risks affect our business, or if our estimates or assumptions turn
out to be inaccurate. A change affecting an assumption can also have an impact
on other interrelated assumptions, which could increase or diminish the effect
of the change. As a result, we cannot guarantee that any forward-looking
statement will materialize and, accordingly, you are cautioned not to place
undue reliance on these forward-looking statements. Forward-looking statements
do not take into account the effect that transactions or special items announced
or occurring after the statements are made may have on our business. For
example, they do not include the effect of sales of assets, monetizations,
mergers, acquisitions, other business combinations or transactions, asset
write-downs or other charges announced or occurring after forward-looking
statements are made.
Unless otherwise required by applicable securities laws,
Couche-Tard disclaims any intention or obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
The foregoing risks and uncertainties include the risks set
forth under "Business Risks" and "Other Risks" as well as other risks detailed
from time to time in reports filed by Couche-Tard with securities regulators in
Canada and the United States.Our BusinessWe are the leader in the Canadian convenience store industry.
With respect to our positioning in North America, we are the second-largest
independent convenience store operator (whether integrated with a petroleum
company or not) in terms of number of stores.
Our network is comprised of 5,119 convenience stores
throughout North America, including 3,273 stores with motor fuel dispensing.
During fiscal 2008, we were present in nine North American markets, including
six in the United States covering 29 states and three in Canada covering six
provinces. More than 45,000 people are employed throughout our network and at
the service offices. As we stated before, we privilege the operation of networks
with a maximum of approximately 600 company-operated stores per business unit.
We therefore announced, on January 23, 2008, the creation of two new business
units in the U.S., which have been in operation since April 28, 2008. They are
identified as follows: the Southwest division, which includes the states of
Texas, Colorado, Oklahoma and New Mexico, and the Gulf division, which includes
the states of Tennessee, Mississippi, Louisiana, Arkansas and the western
Panhandle of Florida.
Alimentation Couche-Tard 2
Our mission is to offer to our clients the best service on
the market by developing a customized and friendly relationship while still
finding ways to surprise them on a daily basis. In this regard, we strive to
meet the demands and needs of our clientele based on their regional
requirements. To do so, we offer consumers food and beverage items, motor fuel
and other high-quality products and services designed to meet clients' demands
in a clean and welcoming environment. Our positioning in the industry stems
primarily from the success of our business model, which is based on a
decentralized management structure, an ongoing assessment of best practices and
operational expertise that is enhanced by our experience in the various regions
of our network. Our positioning is also a result of our focus on in-store
merchandise, as well as our continued investments in our proprietary brand
products, our IMPACT program and the technological development of our stores.
The convenience store sector is fragmented. Our industry is
in a consolidation and restructuring phase following the stiff competition and
major fluctuations in motor fuel margins. Economies of scale are now essential
to succeed in this business sector. We are participating in this process through
our acquisitions and we believe that it is still possible for industry
participants with a good financial position such as Couche-Tard to maintain
sustained growth through mergers and acquisitions, especially in the current
difficult economic conditions.2008 OverviewWe announced revenues of $15.4 billion for fiscal 2008, up
27.2% over last year. For the year, net earnings reached $189.3 million, down
3.6% compared to fiscal 2007, due to the volatile and competitive motor fuel
market, including increased expenses from electronic payment modes, as well as
poor economic conditions in the southern part of the United States. These items
were partially offset by the good results achieved by certain of our markets and
by the reversal of the unusual income taxes expenses of $9.9 million posted
during fiscal 2007.
Sale and leaseback transaction

On December 21, 2007, through our subsidiaries Circle K
Stores Inc. and Mac's Convenience Stores LLC., we entered into a sale and
leaseback transaction with Cole Credit Property Trust II, Inc. relating to 83
properties for a total selling price of $131.4 million. The proceeds were used
namely to reduce our term revolving unsecured operating credit. The properties
sold are located in several states and are subject to lease agreements with an
initial average term of 20 years.

Share repurchase program

On August 8, 2007, we began a share repurchase program to
purchase up to 2,808,765 of the 56,175,312 Class A multiple voting shares and
7,332,066 of the 146,641,334 Class B subordinate voting shares issued and
outstanding as at July 27, 2007 (representing 5.0% of the Class A multiple
voting shares and 5.0% of the Class B subordinate voting shares, issued and
outstanding as at that date, respectively). In accordance with the Toronto Stock
Exchange requirements, a maximum daily repurchase of 25.0% of the daily trading
averages for the six months preceding July 27, 2007 may be made. By making such
purchases, the number of Class A multiple voting shares and of Class B
subordinate voting shares in circulation will be reduced and the proportionate
interest of all remaining shareholders in the Company's share capital will be
increased on a pro rata basis. The share repurchase period will end no later
than August 7, 2008. All shares purchased under the share repurchase program
will be cancelled.

Under this program, we repurchased 2,116,600 Class A multiple voting shares
during fiscal year 2008 at an average cost of Cdn$15.05 and 4,045,606 Class B
subordinate voting shares at an average cost of Cdn$17.23.

Business acquisitions

During 2008, the Company made the following business acquisitions:

- 

we also purchased 18 stores through 15
  distinct transactions.

Income taxes

During the first quarter of fiscal year 2007 and following
the Government of Quebec's adoption of Bill 15 in the National Assembly of
Quebec regarding amendments to the Quebec Taxation Act, we posted a $9.9
million unusual retroactive income tax expense. During fiscal year 2008, we
reversed this unusual income tax expense following an agreement with the taxing
authorities.

Alimentation Couche-Tard 3

---



Dividends

On July 15, 2008, the Board of Directors declared a quarterly
dividend of Cdn$0.035 per share for the fourth quarter of fiscal 2008 to
shareholders on record as at July 24, 2008, and approved its payment for August
1, 2008. These are eligible dividends within the meaning of the Income Tax
Act.

Internal

We maintain a system of internal controls over financial
reporting designed to safeguard assets and ensure that financial information is
reliable. We undertake ongoing evaluations of the effectiveness of internal
controls over financial reporting and implement control enhancements, when
appropriate. As at April 27, 2008, our management and our external auditors
reported that these internal controls were effective.

Outstanding shares and stock options

As at July 11, 2008, Couche-Tard had 53,881,212 Class A
multiple voting shares and 142,845,776 Class B subordinate voting shares issued
and outstanding. In addition, as at the same date, Couche-Tard had 9,006,239
outstanding stock options for the purchase of Class B subordinate voting shares.

Subsequent events

On June 13, 2008, we entered into a new credit agreement
consisting of a revolving unsecured credit facility of a maximum amount of
$310.0 million with an initial maturity, terms and conditions similar to the
those of the other facility we already had as at April 27, 2008 as described in
Note 17a) of the consolidated financial statements included in the present
Annual Report.

On June 24, 2008, we acquired 83 stores in the St. Louis
Missouri area and nearby central Illinois area from Spirit Energy, L.L.C. which
does business as Convenient Food Mart. Of the 83 convenience stores, 69
are operated by the company under the

On May 8, 2008, we announced the expansion of our existing
partnership with Irving Oil Limited (Irving Oil) to include 252 Irving Oil
convenience retail sites across Atlantic Canada and New England. Under the
expanded partnership, the 252 convenience stores would be operated by
Couche-Tard. Of these stores, 128 are located in New Brunswick, Nova Scotia,
Newfoundland and Labrador, and Prince Edward Island. The other 124 stores are
located in the states of Maine, New Hampshire, Massachusetts and Vermont. Irving
Oil would retain ownership of the convenience retail properties and we would
lease the properties at market value for the next 20 years, and buy the store
equipment and inventories by using internal available cash dollars. Irving Oil
would continue to supply petroleum products to the sites, while fuel pumps and
canopies at the sites would remain Irving-branded and the stores would be
operated under a Couche-Tard brand. The sites involved have annual average
merchandise sales of approximately $1.2 million per company-operated site. The
annual average petroleum volume of the U.S. sites is approximately 2.0 million
gallons per site and the annual average petroleum volume of the Canadian sites
is approximately 4.4 million litres per site. Pursuant to this agreement, the
parties would share net operating income. Following a 12-month integration
period, it is expected that the average store earnings before interest and taxes
would be aligned with Couche-Tard's company operated store performance.
According to a confidentiality agreement between the parties, the financial
arrangements between the parties cannot be disclosed at this time. The
transaction is anticipated to close in July and is subject to standard
regulatory approvals and closing conditions.

On April 29, 2008, we acquired 15 company-operated stores
from Speedway Superamerica LLC., which does business under the Speedway banner
in central Illinois, United States.

Accounting changes

Capital disclosures and financial
instruments disclosures and presentation

On February 5, 2008 we early adopted the Canadian Institute
of Chartered Accountants (CICA) Handbook Section 3862 "Financial Instruments 
Disclosures", Section 3863 "Financial Instruments  Presentation" and Section
1535 "Capital Disclosures".

Section 3862 describes the required disclosures related to
the significance of financial instruments on the entity's financial position and
performance and the nature and extent of risks arising from financial
instruments to which the entity is exposed to and how the entity manages those
risks. This Section complements principles of recognition, measurement and presentation of financial
instruments of Sections 3855 "Financial Instruments  Recognition and
Measurement", 3863 "Financial Instruments  Presentation" and 3865 "Hedges".

Alimentation Couche-Tard 4

---



Section 3863 establishes standards for presentation of
financial instruments and non-financial derivatives. It replaces the standards
included in Section 3861 "Financial Instruments  Disclosure and Presentation".

Section 1535 establishes standards for disclosing information
about an entity's capital and how it is managed to enable users of financial
statements to evaluate the entity's objectives, policies and procedures for
managing capital.

The results of the implementation of these new standards are
included in Note 23 and had no impact on the Company's financial results.

Financial Instruments  Recognition and
Measurement

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

We made the following classifications:

|Financial assets
    and liabilities                                                  | Classification              | Subsequent
    measurement (1) | Classification of
    gains and losses
|------------------------------------------------------------------------------------- | --------------------------- | ------------------------------ | --------------------------------------
|Cash and cash
    equivalents                                                         | Held-for-trading            | Fair value                     | Net earnings                          
|Accounts receivable                                                                   | Loans and receivables       | Amortized cost                 | Net earnings                          
|Investments in publicly-traded
    securities                                         | Available-for-sale          | Fair value                     | Other comprehensive income            
|Bank indebtedness and long-term
    debt                                              | Other financial liabilities | Amortized cost                 | Net earnings                          
|Accounts payable and accrued
    liabilities                                          | Other financial liabilities | Amortized cost                 | Net earnings                          
|                                                                                      |                             |                                |                                       
|(1) Initial measurement of all financial
    assets and liabilities is at fair value.

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

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

Hedges

Effective April 30, 2007, we adopted CICA Handbook Section
3865 "Hedges", which establishes circumstances under which hedge accounting may
be applied. The purpose of hedge accounting is to ensure that gains, losses,
revenues and expenses related to a hedging item and to the hedged item are
recognized in net earnings in the same period.

As described in Notes 4 and 23 of the annual consolidated
financial statements included in the present Annual Report, we use interest rate
swaps as part of our program for managing the interest rate of our Subordinated
unsecured debt. These interest rate swaps have been designated and documented as
an effective fair value hedge of the Subordinated unsecured debt. Under the new
standard, changes in the fair value of the swaps and the debt are recognized in
net earnings, counterbalancing each other, except for any ineffective portion of
the hedging relationship. On the balance sheet, the fair value of the interest
swaps is recorded in Other assets if it is favourable for the Company or in
Deferred credits and other liabilities if it is unfavourable for the Company.

As at April 30, 2007, these changes resulted in an increase
of $14.9 million in Deferred credits and other liabilities and in a decrease of
$14.9 million in Long-term debt.

We also designate our entire US dollars denominated long-term
debt as a foreign exchange hedge of our net investment in our U.S.
self-sustaining subsidiaries. Accordingly, corresponding foreign exchange gains
and losses are recorded in Accumulated other comprehensive income in the
Shareholders' equity to offset the foreign currency translation adjustments on
the investments.

Alimentation Couche-Tard 5

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Comprehensive Income

On April 30, 2007, we adopted CICA Handbook Section 1530
"Comprehensive Income". This Section introduces a new financial statement which
presents the change in equity of an enterprise from transactions and other
events and circumstances from non-owner sources. These transactions include net
changes in unrealized gains and losses on translating Canadian and corporate
operations into the reporting currency as well as unrealized gains and losses
related to changes in the fair value of certain financial instruments that are
not recorded in net earnings. These two types of transactions are recorded in
Other comprehensive income.

The result of the implementation of this new standard is
that, beginning in the first quarter of fiscal 2008, we include, in our
consolidated financial statements, a consolidated statement of comprehensive
income while the cumulative net changes in other comprehensive income are
included in Accumulated other comprehensive income, which is presented as a new
category of Shareholders' equity and a new statement. Consequently, an amount of
$97.8 million presented in cumulative translation adjustments as at April 29,
2007 has been reclassified to Accumulated other comprehensive income.

Equity

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

Income Statement Categories

Merchandise and Service Revenues.
In-store merchandise revenues are comprised primarily of the sale of tobacco
products, grocery items, candy, snacks, various beverages, beer/wine and fresh
food offerings, including quick service restaurants (QSRs). Service revenues
include fees from automatic teller machines, sales of calling cards and gift
cards, revenues from car washes, the commission on sale of lottery tickets and
issuance of money orders, fees for cashing cheques as well as sales of postage
stamps and bus tickets. Service revenues also include franchise fees, license
fees from affiliates and royalties from franchisees.

Motor Fuel Revenues.We
include in our revenues the total dollar amount of motor fuel sales, including
any imbedded taxes, if we take ownership of the motor fuel inventory. In the
United States, we purchase motor fuel and sell it to 163 independent store
operators at cost plus a mark-up. We record the full value of these revenues
(cost plus mark-up) as motor fuel revenues. Where we act as a selling agent for
a petroleum distributor, only the commission we have earned is recorded as
revenues. Gross profit from motor fuel is derived by deducting the cost of the
motor fuel from the motor fuel revenues, except for commission stores where the
gross profit is equal to the recorded commission from the sale.

Gross Profit.Gross profit
consists mainly of revenues less the cost of goods and motor fuel sold. For
in-store merchandise, the cost of inventory is generally determined using the
retail method (retail price less a normal margin), and for motor fuel, it is
determined using the average cost method.

Operating, Selling, Administrative and
General Expenses.The primary components
of operating, selling, administrative and general expenses are labour, occupancy
costs, electronic payment modes fees, commissions to dealers and overhead and
include advertising expenses that are charged to earnings as incurred.

Key performance indicators used by management, which can be
found under "Results of Operations-Other Operating Data", are merchandise and
service gross margin, growth of same-store merchandise revenues, motor fuel
gross margin and growth of same-store motor fuel volume.

Alimentation Couche-Tard 6

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Summary of changes in our stores during the fourth quarter and fiscal year
ended April 27, 2008

The following table presents certain information regarding
changes in our stores over the 12-week periods ended April 27, 2008 (fourth
quarter of 2008) and the 52-week period ended the same date (fiscal year 2008):

|                                         | 12-week period ended | 52-week period ended
|---------------------------------------- | -------------------- | --------------------
|                                         | April 27, 2008       | April 27, 2008      
|                                         | Company-             |                     
|                                         | operated             | Affiliated          
|                                         | stores               | stores (1)          
|Number of stores, beginning of period    | 4,087                | 1,034               
|Acquisitions                             | -                    | -                   
|Openings / constructions / additions     | 12                   | 25                  
|Closures / withdrawals                   | (32)                 | (7)                 
|Conversions into company-operated stores | 1                    | (1)                 
|Conversions into affiliated stores       | -                    | -                   
|Number of stores, end of period          | 4,068                | 1,051               

(1)

Since fourth
quarter of 2008, this number excludes the "purchasing partners" and independent
stores operators to which we provide motor fuel, which were previously included
with the affiliated stores. Opening balances were adjusted to reflect this new
methodology.

During the year, we also implemented our IMPACT program in
422 company-operated stores (93 during the fourth quarter). As a result, 61.3%
of our company-operated stores have now been converted to our IMPACT program,
which gives us considerable opportunity for future internal growth.

Summary analysis of consolidated results for the fourth
quarter of fiscal 2008

The following table highlights certain information regarding
our operations for the 12-week periods ended April 27, 2008 and April 29, 2007:

|(In millions of US dollars,
    unless otherwise stated, unaudited) |                      |                      |        
|------------------------------------------------------------------- | -------------------- | -------------------- | -------
|                                                                    | 12-week period ended | 12-week period ended | Change 
|                                                                    | April 27, 2008       | April 29, 2007       | %      
|Revenues                                                            | 3,705.8              | 2,972.6              | 24.7   
|Operating income                                                    | 23.8                 | 64.6                 | (63.2) 
|Net earnings                                                        | 15.5                 | 33.4                 | (53.6) 
|Selected Operating Data:                                            |                      |                      |        
|                                                                    |                      |                      |        
|Merchandise and service gross
    margin (1):                       | 33.7%                | 33.9%                |        
|United States                                                       | 33.2%                | 33.2%                |        
|Canada                                                              | 34.7%                | 35.6%                |        
|Growth of same-store
    merchandise revenues (2) (3):              |                      |                      |        
|United States                                                       | 0.1%                 | 3.4%                 |        
|Canada                                                              | 2.2%                 | 3.3%                 |        
|Growth of same-store motor
    fuel volume (3):                     |                      |                      |        
|United States                                                       | 0.9%                 | (2.5)%               |        
|Canada                                                              | 5.8%                 | 5.2%                 |        
|Motor fuel gross margin:                                            |                      |                      |        
|United States (cents per gallon) (3)                                | 10.02                | 13.12                | (23.6)%
|Canada (Cdn cents per litre)                                        | 5.25                 | 4.67                 | 12.4%  

(1)

Includes other revenues derived from franchise fees, royalties and rebates on
some purchases by franchisees and licensees.

(2)

Excludes other revenues derived from franchise fees, royalties and rebates on
some purchases by franchisees and licensees. Growth in Canada is calculated
based on Canadian dollars.

(3)

For
company-operated stores only.

For the 12-week period ended April 27, 2008, we achieved
revenues of $3.7 billion, compared with $3.0 billion for the same period in
fiscal 2007, an increase of 24.7% or $733.2 million. We recorded 81.5% of our
revenues in the United States, compared with 81.9% in the fourth quarter last
year.

For the fourth quarter of fiscal 2008, growth of same-store
merchandise revenues in the United Statesstood at 0.1% and 2.2% in
Canada. Anemic growth in the United States is explained by difficult economic
conditions, especially in the southern part of U.S. The situation was magnified
by a significant rise in motor fuel retail price at the pump, leaving that much
less margin on consumers' personal disposable income for in-store purchases.
Finally, a tightened application of immigration laws in Arizona noticeably
affected sales within the business unit whose stores had a strong concentration
of Hispanic consumers. In Canada, we believe the performance to be satisfactory
given the competitive landscape in Central and Eastern Canada, the growing
smuggling on tobacco products and changing weather conditions. To achieve this
level of performance, our business units in Canada marketed and featured
products in growing demand, including
value brand cigarettes and certain beverages. Additionally, our business units
in the United States and Canada both pursued the implementation of one of our
key success factors: the IMPACT program.

Alimentation Couche-Tard 7

---



Same-store motor fuel volume rose 0.9% in the United States
and 5.8% in Canada. The poor performance in the United States can be explained
by the unfavorable economic climate in the southern part of U.S. and by the drop
in demand resulting from the sharp increase in retail prices at the pump. This
was partially offset by pricing strategies focusing on maintaining customer
traffic. Growth in Canada is primarily due to the strong economy in Western
Canada combined with the popularity and improvement of the CAA program in Quebec
and a more focused pricing strategy in Ontario.

During the fourth quarter of 2008, the merchandise and
service gross margin stood at 33.7%, compared with 33.9% in the fourth quarter
of 2007. In the United States, the gross margin was 33.2%, identical to last
year. We had success to maintain our gross margin in the U.S. because our
business units were able to transfer to the consumer a fair portion of cost
price increases driven by the marked worldwide price increase in certain
commodities and raw materials. In Canada, the margin fell to 34.7%, resulting
mainly from aggressive promotions in the milk and cigarettes product segments,
from a temporary and unfavourable change in the product mix, as well as from
non-recurring supplier rebates received during the fourth quarter of fiscal
2007.

Motor fuel gross margin for our company-operated stores in
the United States fell 3.10¢ per gallon, from 13.12¢ per gallon last year to
10.02¢ per gallon this quarter. The significant drop in margin results from
marked and successive increases in product costs that our business units were
not able to transfer immediately to the consumers because of very competitive
market conditions. In Canada, the margin rose, reaching Cdn5.25¢ per litre
compared with Cdn4.67¢ per litre for the corresponding quarter in 2007. The key
distinction between the Canadian and U.S. markets lies in the virtually
immediate adjustment of retail prices in Canada following cost price increases.

Many factors can impact motor fuel profit margins, namely
supply difficulties and competition. However, fluctuations in crude oil prices
remain a key factor because they directly impact supply costs. Additionally, a
rapid increase in crude oil prices on the international market automatically
triggers sharp rise in our cost price. Because of the competitive market in the
U.S., we are still not able to immediately transfer the rapid increase in cost
price to the consumer or we can only achieve this partially, therefore
negatively impacting our gross margin. The opposite is also true. A quick drop
in crude oil prices and concurrently of our cost price does not automatically
trigger an immediate and proportional decrease in retail price, therefore
enhancing our margins. During the fourth quarter of 2008, crude oil prices
increased dramatically from $83.21(1) per barrel at the beginning of
the quarter to $109.25(1) at the end of the quarter. Last year, the
increase was far less spectacular from the beginning to the end of the fourth
quarter rising from $52.15(1) and ultimately reaching $59.19(1).

Net earnings

We closed this quarter with net earnings of $15.5 million,
which equals $0.08 per share (same per share on a diluted basis), compared with
$33.4 million last year ($0.16 per share on a diluted basis), a decrease of
$17.9 million. This drop reflects a weak gross margin on fuel sales in the
United States, higher expenses from electronic payment modes and the economic
slowdown of our business units in the southern part of the United States.
Furthermore, major acquisitions(2) had a negative effect of $1.0
million on net earnings, mainly due to a lower net margin on motor fuel compared
to the historical average. These items were partially offset by the good
performance of certain of our business units and by the recovery of income tax
during the fourth quarter of 2008 in order to account for the adjustment in the
tax burden for fiscal year 2008 corresponding to the effective annual rate.



____________________________(1)

Alimentation Couche-Tard 8

---



Exchange rate data

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

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

|                           | 52-week period ended | 52-week period ended | 53-week period ended
|-------------------------- | -------------------- | -------------------- | --------------------
|                           | April 27, 2008       | April 29, 2007       | April 30, 2006      
|Average for the period (a) | 0.9773               | 0.8789               | 0.8417              
|Period end                 | 0.9840               | 0.8961               | 0.8945              

____________________________









Alimentation Couche-Tard 9

---



Selected Consolidated Financial Information

The following table highlights certain information regarding
our operations for the 52-week periods ended April 27, 2008 and April 29, 2007
and for the 53-week period ended April 30, 2006:

|(In millions of US
    dollars, unless otherwise stated)                     |                |                | Standardized   |               
|---------------------------------------------------------------------------- | -------------- | -------------- | -------------- | --------------
|                                                                             | 52-week period | 52-week period | 52-week period | 53-week period
|                                                                             | ended          | ended          | ended          | ended         
|                                                                             | April 27, 2008 | April 29, 2007 | April 30, 2006 | April 30, 2006
|Statement of
    Operations Data:                                            |                |                |                |               
|Merchandise and
    service revenues (1):                                    |                |                |                |               
|United States                                                                | 3,476.3        | 3,116.6        | 2,756.2        | 2,812.0       
|Canada                                                                       | 1,724.4        | 1,500.4        | 1,398.8        | 1,426.7       
|Total merchandise and service revenues                                       | 5,200.7        | 4,617.0        | 4,155.0        | 4,238.7       
|Motor fuel revenues:                                                         |                |                |                |               
|United States                                                                | 8,891.6        | 6,514.6        | 4,926.6        | 5,044.9       
|Canada                                                                       | 1,277.7        | 955.8          | 855.6          | 873.7         
|Total motor fuel revenues                                                    | 10,169.3       | 7,470.4        | 5,782.2        | 5,918.6       
|Total revenues                                                               | 15,370.0       | 12,087.4       | 9,937.2        | 10,157.3      
|Merchandise and
    service gross profit (1) :                               |                |                |                |               
|United States                                                                | 1,146.5        | 1,046.9        | 913.4          | 932.3         
|Canada                                                                       | 601.1          | 526.6          | 473.5          | 483.1         
|Total merchandise and service gross profit                                   | 1,747.6        | 1,573.5        | 1,386.9        | 1,415.4       
|Motor fuel gross
    profit:                                                 |                |                |                |               
|United States                                                                | 393.9          | 372.1          | 307.9          | 312.5         
|Canada                                                                       | 82.0           | 58.9           | 62.2           | 63.6          
|Total motor fuel gross profit                                                | 475.9          | 431.0          | 370.1          | 376.1         
|Total gross profit                                                           | 2,223.5        | 2,004.5        | 1,757.0        | 1,791.5       
|Operating, selling,
    administrative and general expenses                  | 1,738.9        | 1,512.4        | 1,325.1        | 1,352.9       
|Depreciation and
    amortization of property and equipment and other assets | 172.5          | 133.8          | 105.0          | 106.9         
|Operating income                                                             | 312.1          | 358.3          | 326.9          | 331.7         
|Net earnings                                                                 | 189.3          | 196.4          | 193.5          | 196.2         
|Other Operating
    Data:                                                    |                |                |                |               
|Merchandise and
    service gross margin (1):                                |                |                |                |               
|Consolidated                                                                 | 33.6%          | 34.1%          |                | 33.4%         
|United States                                                                | 33.0%          | 33.6%          |                | 33.2%         
|Canada                                                                       | 34.9%          | 35.1%          |                | 33.9%         
|Growth of same-store
    merchandise revenues on a 52-week basis (2) (3):    |                |                |                |               
|United States                                                                | 2.5%           | 3.3%           |                | 5.2%          
|Canada                                                                       | 4.0%           | 2.6%           |                | 3.9%          
|Motor fuel gross
    margin:                                                 |                |                |                |               
|United States (cents per gallon) (3)                                         | 13.58          | 14.90          |                | 15.14         
|Canada (Cdn cents per litre)                                                 | 5.08           | 4.31           |                | 5.00          
|Volume of motor fuel
    sold (4):                                           |                |                |                |               
|United States (millions of gallons)                                          | 3,019.9        | 2,609.0        |                | 2,116.1       
|Canada (millions of litres)                                                  | 1,655.0        | 1,554.5        |                | 1,509.6       
|Growth of same-store
    motor fuel volume on a 52-week basis (3) :          |                |                |                |               
|United States                                                                | (0.2)%         | 2.9%           |                | 6.0%          
|Canada                                                                       | 6.3%           | 4.8%           |                | 2.8%          
|Per Share Data:                                                              |                |                |                |               
|Basic net earnings per share (dollars per share)                             | 0.94           | 0.97           |                | 0.97          
|Diluted net earnings per share (dollars per
    share)                       | 0.92           | 0.94           |                | 0.94          
|Balance Sheet Data:                                                          |                |                |                |               
|Total assets                                                                 | 3,320.6        | 3,043.2        |                | 2,369.2       
|Interest-bearing debt                                                        | 842.2          | 870.0          |                | 524.1         
|Shareholders' equity                                                         | 1,253.7        | 1,145.4        |                | 966.0         
|Ratios                                                                       |                |                |                |               
|Net interest-bearing debt/total capitalization
    (5)                       | 0.33:1         | 0.39:1         |                | 0.15:1        
|Net interest-bearing debt/EBITDA (6)                                         | 1.29:1         | 1.48:1         |                | 0.39:1        

(1)

Includes other revenues derived from franchise fees, royalties and rebates on
some purchases by franchisees and licensees.

(2)

Does not include services and other revenues (as described in footnote 1 above).
Growth in Canada is calculated based on Canadian dollars.

(3)

For company-operated stores only.

(4)

Includes volume of franchisees and dealers.

(5)

This ratio is presented for information purposes only and represents a measure
of financial condition used especially in financial circles. It represents the
following calculation: long-term interest-bearing debt, net of cash and cash
equivalents and temporary investments, divided by the addition of shareholders'
equity and long-term debt, net of cash and cash equivalents and temporary
investments. It does not have a standardized meaning prescribed by Canadian GAAP
and therefore may not be comparable to similar measures presented by other
public companies.

(6)

This ratio is presented for information purposes only and represents a measure
of financial condition used especially in financial circles. It represents the
following calculation: long-term interest-bearing debt, net of cash and cash
equivalents and temporary investments, divided by EBITDA (Earnings Before
Interest, Tax, Depreciation and Amortization). It does not have a standardized
meaning prescribed by Canadian GAAP and therefore may not be comparable to
similar measures presented by other public companies.

Alimentation Couche-Tard 10

---



Analysis of consolidated results for the fiscal year
ended April

Revenues

Our revenues amounted to $15.4 billion in 2008, up $3.3
billion, for an increase of 27.2%, of which $1.5 billion is attributable to the
major acquisitions. The proportion of our business in the United States was
80.5% compared with 79.7% least year.

More specifically, the growth of merchandise and service
revenues for fiscal 2008 was $583.7 million or 12.6%, of which $268.1 million
was generated by the major acquisitions and $168.5 million was generated by the
11.2% appreciation of the Canadian dollar against its U.S. counterpart. Internal
growth, as measured by the growth in same-store merchandise revenues, was 2.5%
in the United States and 4.0% in Canada. Growth in the U.S. follows a positive
trend despite the economic slowdown in some regions, especially in the southern
part of the country. The situation was magnified by a significant rise in retail
price at the pump, leaving that much less margin on consumers' personal
disposable income for in-store purchases. In the same manner, a tightened
application of immigration laws in Arizona noticeably affected sales within the
business unit whose stores had a strong concentration of Hispanic consumers.
Lastly, in order to maintain and even improve our position, we implemented
aggressive promotions in certain customized categories and we continued to
implement one of our key success factors: our IMPACT program. As for the
Canadian market, we launched promotions throughout the year towards increasing
customer traffic in our stores. In addition, we marketed and promoted products
in growing demand, including value brand cigarettes and certain beverages. These
initiatives were partially offset by the highly competitive landscape in Central
and Eastern Canada and the growing smuggling on tobacco products.

Motor fuel revenues increased $2.7 billion or 36.1% in fiscal
2008, of which $1.2 billion stems from a higher average retail price at the pump
in our U.S. and Canadian company-operated stores, as shown in the following
table:

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

The major acquisitions contributed 412.2 million additional
gallons in fiscal 2008, or $1.2 billion in revenues. The appreciation of the
Canadian dollar against its U.S. counterpart was also responsible for $128.8
million of the increase. The same-store motor fuel volume fell 0.2% in the
United States and rose 6.3% in Canada. In the United States, the sluggish growth
is mainly due to poor economic conditions in the southern part of the country
and to the overall decline in consumer demand resulting from the sharp increase
in retail prices at the pump. In addition, some of our competitors in the Great
Lakes region launched aggressive promotions in which we did not participate.
However, this strategy favourably impacted our margin in this market. In Canada,
the growth is mainly due to the thriving economic conditions in Western Canada
combined with the popularity of the CAA program in Quebec, and a more focused
pricing strategy in Ontario.

Gross profit

The merchandise and service gross margin was 33.6% in 2008,
compared with 34.1% in 2007. In the United States, the gross margin was 33.0%,
down from 33.6% the previous year. As indicated in the previous communications
of the fiscal year, several U.S. markets facing an unfavourable economic climate
implemented customized promotions in order to maintain and even increase the
number of customers per store, thereby maintaining volumes but cutting margins.
In addition, some acquisitions made over the last two years with discount-based
strategies have also compressed the margin. The margin should improve over time
and with the economic upturn. In Canada, the margin fell 0.2% to 34.9%,
resulting mainly from aggressive promotions in the milk and cigarettes product
segments and from a temporary and unfavourable change in the product mix that
both occurred during the fourth quarter, as well as from non-recurring supplier
rebates received during fiscal 2007.

It should be noted that recently, prices in some commodities
and raw materials used to make products that we buy for resale have increased
sharply on the worldwide market within a short timeframe. This occurrence is
mostly driven by three key factors: a strong rise in motor fuel prices, an
increased worldwide demand for commodities and raw materials and food shortages
in certain regions. In view of the rising demand in certain emerging countries
for these products, market players expect this trend to follow the same path
over the next months, or even years.

This economic situation has not yet translated into an
overall strong increase in the cost price of our products. We have adjusted the
selling price of some products to reflect the cost increases. In some
circumstances, it has resulted in reduction of the sales
volume in these categories; however, this did not significantly impact total
sales in view of the price/volume ratio. On the other hand, considering certain
competitive aspects and the diminished buying power of our clients, we have not
always been able to instantaneously transfer the full price increase to the
consumer. As a result, the gross margin of certain of the products we sell was
impacted at various degrees. To minimize the impact on our financial results,
our business units are collaborating with suppliers towards securing the best
possible supply terms. They are also assessing various scenarios to target
optimal marketing and pricing strategies.

Alimentation Couche-Tard 11

---



The motor fuel gross margin for our company-operated stores
in the United States decreased 1.32¢ per gallon, from 14.90¢ per gallon last
year to 13.58¢ per gallon this year. The significant drop in margin observed in
the United States results from marked and successive increases in product costs
that our business units were not able to transfer immediately to the consumers
because of very competitive market conditions. It should be noted that the drop
in the net margin is even more steeper when factoring in expenses related to
electronic payment modes. In Canada, the margin rose, reaching Cdn5.08¢ per
litre compared with Cdn4.31¢ per litre in fiscal 2007. The key distinction
between the Canadian and U.S. markets lies in the virtually immediate adjustment
of retail prices in Canada following cost price increases.

We take this opportunity to underscore that, in normal
economic conditions, the sometimes high volatility of gross margin from one
quarter to another tends to stabilize on an annual basis. This reality is less
apparent than usual for fiscal year 2008 due to exceptionally low margins
generated during the fourth quarter. The motor 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 were as follows:

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

Operating, selling, administrative and general expenses

Operating, selling, administrative and general expenses rose
by 0.7% as a percentage of merchandise and service revenues. Excluding expenses
related to electronic payment modes which mostly fluctuate with motor fuel
sales, operating, selling, administrative and general expenses increased only
0.2% as a percentage of merchandise and service revenues. This increase is
mostly driven by the rise in rental charges, the overall increase in labour
costs and conversion expenses for certain corporate motor fuel equipment in
order to comply with ethanol distribution standards. Finally, the rising
popularity of electronic payment modes further contributed to the increase of
the related expenses which were already boosted by rising retail prices at the
pump and increased motor fuel volume.

Earnings before interests, taxes, depreciation and
amortization [EBITDA] 1

EBITDA was $484.6 million, down 1.5% compared with last year.
Major acquisitions account for $32.6 million of this amount.

Depreciation and amortization of property and equipment and
other assets

The increase in depreciation expense stems primarily from
investments made in 2007 and 2008 through acquisitions and the ongoing
implementation of the IMPACT program in our network.

Financial expenses

Financial expenses were up $6.6 million compared with last
year. The increase is primarily due to higher average borrowings to finance
acquisitions, partially offset by a lower average interest rate.

Income taxes

The income tax rate for fiscal year 2008 is 26.5%, down from
the 36.7% posted last year. This significant decrease is due to the reversal, in
2008, of the unusual income tax expense of $9.9 million that we recorded in 2007
following the adoption by the Government of Quebec of Bill 15 in the National
Assembly of Quebec. Excluding this item for these two reference years, the
income tax expense for 2008 is 30.3% compared to 33.5% in 2007. The balance is
explained by a change in the breakdown of the earnings before tax between
various fiscal jurisdictions.

____________________________

Alimentation Couche-Tard 12

---



Net earnings

We closed fiscal 2008 with net earnings of $189.3
million, which equals $0.94 per share or $0.92 per share on a diluted basis,
compared with $196.4 million last year, a decrease of $7.1 million or 3.6%.

Financial Position as at April 27, 2008

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

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

- $76.7 million in
  property and equipment, largely due to capital investments during the year,
  partially offset by disposals related to sale and leaseback transactions;
- $74.3 million from
  cash and cash equivalents;
- $62.4 million in
  inventory, largely due to a jump in cost price of motor fuel; and
- $52.7 million in
  accounts receivable chiefly explained by an increase in credit and debit cards
  receivable.

Shareholders' equity was $1.3 billion as at April 27, 2008,
up $108.3 million resulting mainly from net earnings of $189.3 million and a
$16.5 million increase in accumulated other comprehensive income due to exchange
rate fluctuations, partially offset by the repurchase and cancellation of shares
totalling $101.3 million and $25.6 million in dividends paid. The net
interest-bearing debt to total capitalization ratio stood at 0.33:1 versus
0.39:1 as at April 29, 2007.

Shareholder's Equity ( in millions of US$)



Net interest-bearing debt to total capitalization ratio



Alimentation Couche-Tard 13

---



Liquidity and Capital Resources

Our principal source of liquidity is net cash provided by
operating activities and our credit facilities. The other principal uses of cash
are to finance our capital expenditures, pay dividends, meet debt service
requirements, and provide for working capital. We expect that cash available
from operations together with borrowings available under our revolving unsecured
credit facilities as well as potential sale and leaseback transactions will be
adequate to meet our liquidity needs in the foreseeable future.

As at April 27, 2008, our total debt was $842.2 million of
which $500.3 million consisted of borrowings under the term revolving unsecured
operating credit ($460.0 million for the US dollars portion and $40.3 million
for the Canadian dollars portion), $334.7 million (nominal value amounting to
$350.0 million, net of attributable financing costs of $11.5 million, adjusted
for the fair value of the interest rate swaps designated as a fair value hedge
of the debt), consisted of 8.23% (6.61% taking into account the effect of the
interest rate swaps described in the next paragraph) Subordinated unsecured debt
maturing in 2013 and $7.2 million consisted of other long-term debt.

In addition to the above, we have interest rate swap
agreements with three banks under which we pay interest on $350.0 million at a
rate of LIBOR plus an aggregate weighted average rate factor of 2.95%. The
interest rate is reset every six months over the term of the agreements. The
swap agreements, which expire on December 15, 2013, provide that, after December
15, 2008, each bank has the right to terminate its arrangement with the payment
of a termination fee if terminated before December 15, 2011 and, if terminated
after that date, without payment of a termination fee. In addition, both parties
to each agreement have a mutual right to terminate the arrangement on the fifth
anniversary date of the effective date of each of the three agreements. If such
right was exercised by either party, that party would be required to pay the
other party the mark to market value of the interest rate swap. We formally
document and designate each derivative financial instrument as a hedge of our
Subordinated unsecured debt. We determine that derivative financial instruments
are effective hedges, at the time of the establishment of the hedge and for the
duration of the instrument, since the date to maturity, the reference amount and
interest rate of the instruments correspond to all the conditions of the debt.

Credit Facilities

We have a credit agreement consisting of a revolving
unsecured facility of a maximum amount of $650.0 million with an initial term of
five years that could be extended each year to a five-year term at our request
with the consent of the lenders. The credit facility will mature September 22,
2012 and is available in the following forms:

- 

an unsecured line of credit in the
  maximum amount of $50.0 million, available in Canadian or US dollars, bearing
  interest at variable rates based, depending on the form and the currency of
  the loan, on the Canadian prime rate, the U.S. prime rate or the U.S. base
  rate plus a variable margin.

Stand-by fees, which vary based on a leverage ratio of the
Company and on the utilization rate of the credit facility apply to the unused
portion of the credit facility.

Stamping fees, standby letters of credit fees and the
variable margin used to determine the interest rate applicable to amounts
borrowed are determined according to a leverage ratio of the Company.

Under the credit agreement, the Company must maintain certain
financial ratios. The agreement also imposes certain restrictions on the Company
and includes requirements to seek the consent of the lenders to undertake
certain transactions.

As at April 27, 2008, the weighted average effective interest
rate is 3.51% (6.23% in 2007) for the US dollar portion and 4.21% for the
Canadian dollars portion (unused in 2007). In addition, Cdn$0.7 million (Cdn$0.7
million in 2007) and $17.9 million ($16.6 million in 2007) are used for standby
letters of credit. Finally, as at the same date, the Company is in compliance
with the restrictive clauses and ratios imposed by the credit agreement.

Alimentation Couche-Tard 14

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|Selected Consolidated Cash
    Flow Information                                                     |                |                |        
|--------------------------------------------------------------------------------------------------- | -------------- | -------------- | -------
|                                                                                                    | 52-week period | 52-week period |        
|(in millions of US dollars)                                                                         | ended          | ended          | Change 
|                                                                                                    | April 27, 2008 | April 29, 2007 | $      
|Operating activities                                                                                |                |                |        
|Cash flows (1)                                                                                      | 359.2          | 328.7          | 30.5   
|Other                                                                                               | 0.6            | 74.3           | (73.7) 
|Net cash provided by operating activities                                                           | 359.8          | 403.0          | (43.2) 
|Investing activities                                                                                |                |                |        
|Purchase of property and
    equipment, net of proceeds from the disposal of property and equipment | (259.3)        | (355.6)        | 96.3   
|Proceeds from sale and leaseback transactions                                                       | 172.4          | 35.5           | 136.9  
|Business acquisitions                                                                               | (70.7)         | (600.6)        | 529.9  
|Other                                                                                               | (2.8)          | 0.5            | (3.3)  
|Net cash used in investing activities                                                               | (160.4)        | (920.2)        | 759.8  
|Financing activities                                                                                |                |                |        
|Share repurchase                                                                                    | (101.3)        | -              | (101.3)
|Dividends paid                                                                                      | (25.6)         | (19.5)         | (6.1)  
|(Decrease) increase in long-term debt                                                               | (14.3)         | 345.8          | (360.1)
|Issuance of shares                                                                                  | 4.7            | 1.1            | 3.6    
|Net cash used in financing activities                                                               | (136.5)        | 327.4          | (463.9)
|Company credit rating                                                                               |                |                |        
|Standard and Poor's                                                                                 | BB             | BB             |        
|Moody's                                                                                             | Ba1            | Ba1            |        

(1)

These cash flows
are presented for information purposes only and represent a performance measure
used especially in financial circles. They represent cash flows from net
earnings, plus depreciation and amortization, loss (gain) on disposal of
property and equipment 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 2008, net cash from operating activities reached
$359.8 million, down $43.2 million from fiscal year 2007. This decrease is
mainly due to increases in motor fuel inventory costs and increased accounts
credit and debit cards receivables driven by higher motor fuel retail prices and
growing popularity of these modes of payment.

Investing activities

Investments of $259.3 million in capital expenditures are
primarily related to the ongoing implementation of our IMPACT program throughout
our network, our new constructions, as well as the replacement of equipment in
some of our stores to enhance our offering of products and services. We also
invested $70.7 million to acquire 44 company-operated stores. Finally, sale and
leaseback transactions generated $172.4 million, namely the transaction
involving 83 sites sold to Cole Credit Property Trust II, Inc. for a total sale
price of $131.4 million.

Financing activities

Fiscal 2008 was marked by the repurchase of 2,116,600 Class A
multiple voting shares at an average cost of Cdn$15.05 and 4,045,606 Class B
subordinate voting shares at an average cost of Cdn$17.23, for a total of $101,3
million.

Alimentation Couche-Tard 15

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Contractual Obligations and Commercial Commitments

Set out below is a summary of our material contractual cash
obligations as at April 27, 2008:

|                                | 2009                        | 2010  | 2011  | 2012  | 2013  | Thereafter | Total  
|------------------------------- | --------------------------- | ----- | ----- | ----- | ----- | ---------- | -------
|                                | (in millions of US dollars)
|Long-term debt                  | 0.1                         | 0.4   | 0.3   | 0.3   | 500.6 | 353.3      | 855.0  
|Capital lease
    obligations   | 1.1                         | 0.6   | 0.5   | 0.3   | 0.3   | 1.2        | 4.0    
|Operating lease
    obligations | 196.6                       | 178.5 | 162.1 | 148.7 | 133.9 | 978.1      | 1,797.9
|Purchase commitments            | 1.6                         | 0.7   | 0.7   | 0.7   | 0.7   | -          | 4.4    
|Total                           | 199.4                       | 180.2 | 163.6 | 150.0 | 635.5 | 1,332.6    | 2,661.3

Long-Term Debt. Our long-term debt consists of: (i)
borrowings of $500.3 million under the term revolving unsecured operating
credit, bearing interest at variable rates based, upon the form and the currency
of the credit used, on the Canadian prime rate, the banker's acceptance rate,
the U.S. base rate or the LIBOR rate plus a variable margin determined according
to a leverage ratio of the Company; (ii) Subordinated unsecured debt of $334.7
million (nominal value amounting to $350.0, net of attributable financing costs
of $11.5, adjusted for the fair value of the interest rate swaps designated as a
fair value hedge of the debt), bearing interest at the effective rate of 8.23%
(6.61% by taking into account the effect of the interest rate swaps) and
maturing December 15, 2013; (iii) 8.75% note payable due 2019 of $4.7 million;
and (iv) other long-term debts of $2.5 million.

Interest bearing net debt/EBITDA ratio



Capital Lease Obligations.
We have generally not used capital leases as a mean of financing; however, some
capital leases were assumed in connection with certain acquisitions. These
obligations and related assets are included in our consolidated balance sheets.

Operating Lease Obligations.
We lease an important portion of our real estate using conventional operating
leases. Generally our real estate leases in Canada are for primary terms of five
to ten years and in the United States, they are for ten to 20 years, in both
cases, with options to renew. These obligations and related assets are not
included in our consolidated balance sheets. Under certain of the store leases,
we are subject to additional rentals based on store revenues as well as
escalations in the minimum future lease amount.

Contingencies. There are
various legal proceedings and claims pending against us that are common to our
operations for which, in some instances, no provision has been made. While it is
not feasible to predict or determine the ultimate outcome of these matters, it
is the opinion of management that these suits will not result in monetary
damages not covered by insurance that in the aggregate would be material and
adverse to our operations.

We are covered by insurance policies that have significant
deductibles. At this time, we believe that we are adequately covered through the
combination of insurance policies and self-insurance. Future losses which exceed
insurance policy limits or, under adverse interpretations, are excluded from
coverage would have to be paid out of general corporate funds. In association
with our workers' compensation policies, we issue letters of credit as
collateral for certain policies.

We also issue surety bonds for a variety of business
purposes, including bonds for taxes, lottery sales, wholesale distribution and
alcoholic beverage sales. In most cases, a municipality or state governmental
agency as a condition of operating a store in that area requires the surety
bonds.

Alimentation Couche-Tard 16

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Off-Balance Sheet Arrangements

In the normal course of business, we finance some of our
off-balance sheet activities through operating leases for properties on which we
conduct our retail business. Our future commitments are included under
"Operating Lease Obligations" in the table above.

Selected Quarterly Financial Information (Unaudited)

The Company's 52-week reporting cycle is divided into four
quarters of 12 weeks each except for the third quarter, which comprises 16
weeks. When a fiscal year, such as 2006, contains 53 weeks, the fourth quarter
comprises 13 weeks. The following is a summary of selected consolidated
financial information derived from the Company's unaudited interim consolidated
financial statements for each of the eight most recently completed quarters.
This information was prepared in accordance with Canadian GAAP and is reported
in US dollars.

|(In millions of US dollars
    except for per share data, unaudited)                                                                  | 52 weeks ended April 27, 2008 | 52 weeks ended April 29, 2007
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | -----------------------------
|Quarter                                                                                                                               | 4th                           | 3rd                          
|Weeks                                                                                                                                 | 12 weeks                      | 16 weeks                     
|Revenues                                                                                                                              | 3,705.8                       | 4,590.9                      
|Earnings before depreciation
    and amortization of property and equipment and other assets, financial
    expenses and income taxes | 63.7                          | 130.6                        
|Depreciation and amortization
    of property and equipment and other assets                                                          | 39.9                          | 53.8                         
|Operating income                                                                                                                      | 23.8                          | 76.8                         
|Financial expenses                                                                                                                    | 9.1                           | 16.7                         
|Net earnings                                                                                                                          | 15.5                          | 50.5                         
|Net earnings per share                                                                                                                |                               |                              
|Basic                                                                                                                                 | $0.08                         | $0.25                        
|Diluted                                                                                                                               | $0.08                         | $0.24                        

The influences of the volatility of motor fuel gross margin
and seasonality have an impact on the variability of our quarterly net earnings.
Given the acquisitions in recent years and higher retail prices at the pump,
motor fuel revenues have become a more significant segment of our business and
therefore our results are more sensitive to the volatility of motor fuel gross
margins.

Analysis of consolidated results for the fiscal year ended
April 29, 2007

Revenues

Our revenues amounted to $12.1 billion for 2007, up $1.9
billion for an increase of 19.0%. On a standardized 52-week period, our revenues
posted an increase of $2.2 billion or 21.6%. We earned 79.7% of our revenues in
the United States, compared with 77.4% the previous year.

In fiscal 2007, on a 52-week standardized period, the growth
of merchandise and service revenues was $462.0 million or 11.1%, of which $219.1
million was generated by the stores acquired during the year and $67.4 million
was generated by the 4.4% appreciation of the Canadian dollar against its U.S.
counterpart. For internal growth, the increase in same-store merchandise
revenues in the United States stood at 3.3% compared with 2.6% in Canada. The
growth rate of 3.3% in the U.S. was very satisfactory particularly given the
fact that we did not profit from the hectic period following the devastating
hurricanes of fiscal 2006. Moreover, in 2007, we did not benefit from the
exceptional weather conditions experienced in 2006 in our Southwest region
markets, which generated strong growth in certain of our main product
categories, including water, beverages and beer. In 2007, the same region was
affected by heavy rains and much lower temperatures. Finally, the
$8.20-per-carton tax increase on tobacco applied on December 8, 2006 by
government officials in Arizona has greatly affected sales in this product
category. The Canadian market benefited from the economic boom in Western
Canada. Finally, in both the United States and Canada, we continued to benefit
from our pricing and product mix strategies as well as from the ongoing
implementation of our IMPACT program throughout our network.

Alimentation Couche-Tard 17

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In 2007, on a 52-week standardized period, motor fuel
revenues increased $1.7 billion or 29.2%, of which $816.2 million was generated
by the stores acquired since May 1st, 2006. The appreciation of the Canadian
dollar resulted in a $42.1 million increase in revenues whereas the jump in the
average retail price at the pump for our company-operated stores boosted
revenues by $352.6 million. The following table shows the average retail pump
prices observed over the 24 months preceding the end of fiscal year 2007:

|                                        |       |       |       |       | Weighted
|--------------------------------------- | ----- | ----- | ----- | ----- | --------
|Quarter                                 | 1st   | 2nd   | 3rd   | 4th   | average 
|52-week period ended April 29, 2007     |       |       |       |       |         
|United States (US dollars per gallon)   | 2.86  | 2.61  | 2.26  | 2.52  | 2.52    
|Canada (Cdn cents per litre)            | 96.08 | 89.87 | 80.27 | 90.11 | 88.42   
|53-week period ended
    April 30, 2006 |       |       |       |       |         
|United States (US dollars per gallon)   | 2.18  | 2.62  | 2.33  | 2.30  | 2.35    
|Canada (Cdn cents per litre)            | 82.79 | 95.65 | 84.61 | 88.63 | 87.71   
|                                        |       |       |       |       |         

For internal growth, in the United States, the increase of
same-store motor fuel volume for fiscal 2007 was 2.9% and 4.8% in Canada. The
growth in the United States was considered to be very satisfactory, particularly
given that our price optimization program in the Southwest region was in its
second year, which resulted in a less important impact in 2007. In addition, the
price restoring strategy initiated in the fourth quarter of 2007 in our
Southeast and Florida/Gulf Coast regions markets had a negative impact on the
volume sold. Excluding those regions, growth in our same-store motor fuel volume
would have reached 4.1% in 2007. In Canada, the growth was mainly a result of
the strong economy in Western Canada combined with the CAA program implemented
in Quebec.

Gross profit

During 2007, the merchandise and service gross margin was
34.1%, up from 33.4% in 2006. In the United States, the gross margin was 33.6%,
up from 33.2% last year. In Canada, it was 35.1% for fiscal year 2007 compared
with 33.9%. In both our U.S. and Canadian markets, the reasons behind the
increase in gross margin include the impact of improvements in purchasing terms,
changes in our product mix with a focus on higher margin items that target
customers' demand more specifically, as well as the implementation of our IMPACT
program in an increasing number of our stores, including our newly acquired
stores. However, in the United States, and primarily during the fourth quarter,
many factors have negatively affected gross margin. More promotional activities
introduced due to intense competition in several product categories. The tax
hike of $8.20-per-carton on tobacco products in Arizona also affected gross
margin, given that the increase was not fully passed on to consumers. Finally,
some store acquired during 2007 were having aggressive price strategies that
cannot be modified on a short-term period.

For fiscal 2007, the motor fuel gross margin for our
company-operated stores in the United States slightly decreased to 14.90¢ per
gallon compared with 15.14¢ per gallon in the previous fiscal year. In Canada,
it also fell to Cdn4.31¢ per litre compared with Cdn5.00¢ per litre in 2006.

The following table provides some information related to the
motor fuel gross margin of our company-operated stores in the United States for
the eight quarters preceding the end of fiscal 2007:

|(US cents per
    gallon)               |                                                                      |       |       |       |         
|--------------------------------------- | -------------------------------------------------------------------- | ----- | ----- | ----- | --------
|                                        |                                                                      |       |       |       | Weighted
|Quarter                                 | 1st                                                                  | 2nd   | 3rd   | 4th   | average 
|52-week period ended April 29, 2007     |                                                                      |       |       |       |         
|                                        | Before deduction of expenses
    related to electronic payment modes | 13.60 | 20.73 | 13.19 | 13.12   
|                                        | Expenses related to electronic payment modes                         | 3.82  | 3.77  | 3.12  | 3.59    
|                                        | After deduction of expenses related to
    electronic payment modes  | 9.78  | 16.96 | 10.07 | 9.53    
|53-week period
    ended April 30, 2006 |                                                                      |       |       |       |         
|                                        | Before deduction of expenses
    related to electronic payment modes | 14.86 | 17.05 | 17.63 | 10.96   
|                                        | Expenses related to electronic payment modes                         | 2.98  | 3.50  | 3.24  | 3.31    
|                                        | After deduction of expenses related to
    electronic payment modes  | 11.88 | 13.55 | 14.39 | 7.65    
|                                        |                                                                      |       |       |       |         

Alimentation Couche-Tard 18

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Operating, selling, administrative and general expenses

Operating, selling, administrative and general expenses
increased by 0.8% as a percentage of merchandise and service revenues in fiscal
2007. These costs were significantly affected by higher salaries, due, in part,
to a labour shortage in certain regions and by the increase in expenses related
to electronic payment modes, which vary in line with motor fuel sales. These
factors each explained 0.4% of the increase.

The new legislative proposal in the U.S. regarding minimum
wage aims to increase minimum wage from the current $5.15 to $7.25 per hour. The
Bill has been submitted to the Senate. If the proposal is adopted, Couche-Tard
estimates that this legislation will have an impact of approximately $5.0
million on its results before taxes.

Depreciation and amortization of property and equipment and
other assets

The increase in depreciation expense stems primarily from
investments made in 2006 and 2007 through acquisitions and the ongoing
implementation of the IMPACT program in our network.

Financial expenses

Financial expenses were up $14.0 million compared with 2006.
The increase is primarily due to higher average interest rate and average
borrowings.

Income taxes

Following the Government of Quebec's adoption of Bill 15 in
the National Assembly of Quebec regarding amendments to the Quebec Taxation
Act, we posted a $9.9 million unusual retroactive income tax expense in the
first quarter of the current fiscal year. Excluding this element, the effective
income tax rate of fiscal 2007 was 33.52%, which is slightly lower than the rate
of 34.09% observed in 2006.

Net earnings

We closed fiscal 2007 with net earnings of $196.4 million,
which equals $0.97 per share or $0.94 per share on a diluted basis compare to
$196.2 million in fiscal 2006. On a 52-week comparable period, net earnings rose
$2.9 million or 1.5%.

Internal Controls

We maintain a system of internal controls over financial
reporting designed to safeguard assets and ensure that financial information is
reliable. We undertake ongoing evaluations of the effectiveness of internal
controls over financial reporting and implement control enhancements, when
appropriate. As at April 27, 2008, and April 29, 2007, our management and our
external auditors reported that these internal controls were effective.

We also maintain a system of disclosure controls and
procedures designed to ensure the reliability, completeness and timeliness of
the information we disclose in this MD&A and other public disclosure documents,
by taking into account materiality. Disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
reports filed with securities regulatory agencies is recorded and/or disclosed
on a timely basis, as required by law, and is accumulated and communicated to
the Company's management, including its Chief Executive Officer and its Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Critical Accounting Policies and
Estimates

Estimates.This MD&A is based on Couche-Tard's consolidated financial statements,
which have been prepared in accordance with Canadian GAAP. These principles
require us to make certain estimates and assumptions that affect our financial
position and results of operations as reflected in our financial statements.
These assumptions and estimates are based on past events and expectations of
future outcomes. On an ongoing basis, management reviews its estimates,
including those relating to supplier rebates, environmental costs and asset
retirement obligations based on available information. These estimates are based
on management's best knowledge of current events and actions that the Company
may undertake in the future. Actual results may differ from the estimates.

Inventory.Our inventory is comprised mainly of products purchased for resale
including tobacco products, grocery items, beverages, packaged and fresh food
products, other products and services and motor fuel. Inventories are valued at
the lesser of cost and net realizable value. Cost is generally determined by the
retail method for in-store merchandise, the average cost method for motor fuel
inventory and first-in first-out for distribution centres. Inherent in the
determination of gross profit margins are certain management judgments and
estimates, which could affect ending inventory valuations and results of
operations.

Alimentation Couche-Tard 19

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Impairment of Long-lived Assets.We evaluate long-lived assets other than goodwill for indicators of
impairment whenever events or changes in circumstances indicate their carrying
value may not be recoverable. Management's judgments regarding the existence of
impairment indicators are based on market conditions and operational
performance. The variability of these factors depends on a number of conditions,
including uncertainty about future events. These factors could cause us to
conclude that impairment indicators exist and require that impairment tests be
performed, which could result in determining that the value of certain
long-lived assets is impaired, resulting in a write-down of such long-lived
assets.

Goodwill, Trademarks and Licencesare evaluated for impairment annually, or more often if events or changes
in circumstances indicate that the value of certain goodwill, trademarks or
licences may be impaired. For the purpose of this impairment test, management
uses estimates and assumptions to establish the fair value of its reporting
units and intangible assets. If these assumptions and estimates prove to be
incorrect, the carrying value of our goodwill, trademarks or licenses may be
overstated. Our annual impairment test is performed in the first quarter of each
fiscal year.

Environmental Matters.We provide for estimated future site remediation costs to meet government
standards for known site contamination when such costs can be reasonably
estimated. Estimates of the anticipated future costs for remediation activities
at such sites are based on our prior experience with remediation sites and
consideration of other factors such as the condition of the site contamination,
location of sites and experience with contractors that perform the environmental
assessments and remediation work.

In each of the U.S. states in which we operate, except
Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a state
fund to cover the cost of certain rehabilitation and removing of motor fuel
tanks. These state funds provide insurance for motor fuel facilities operations
to cover the cost of cleaning up contamination to the environment caused by the
usage of underground motor fuel equipment. Underground motor fuel storage tank
registration fees and a motor fuel tax in each of the states finance the trust
funds. We pay the registration fees and remit the sales taxes to the states
where we are a member of the trust fund. Insurance coverage is different in the
various states.

Income Taxes.Future income tax assets and liabilities are recognized for the future
income tax consequences attributable to temporary differences between the
financial statement carrying values of assets and liabilities and their
respective income tax bases. Future income tax assets or liabilities are
measured using enacted or substantively enacted income tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The calculation of current and future
income taxes requires management to make estimates and assumptions and to
exercise a certain amount of judgment regarding the financial statement carrying
values of assets and liabilities which are subject to accounting estimates
inherent in those balances, the interpretation of income tax legislation across
various jurisdictions, expectations about future operating results and the
timing of reversal of temporary differences and possible audits of tax fillings
by the regulatory authorities. Management believes it has adequately provided
for income taxes based on current available information.

Changes or differences in these estimates or assumptions may
result in changes to the current or future income tax balances on the
consolidated balance sheets, a charge or credit to income tax expense in the
consolidated statement of earnings and may result in cash payments or receipts.

Insurance and Workers' Compensation.We use a combination of insurance, self-insured retention, and
self-insurance for a number of risks including workers' compensation (in certain
states), property damages, and general liability claims. Accruals for loss
incidences are made based on our claims experience and actuarial assumptions
followed in the insurance industry. A material revision to our liability could
result from a significant change to our claims experience or the actuarial
assumptions of our insurers. Actual losses could differ from accrued amounts.
Workers' compensation is covered by government-imposed insurance in Canada and
by third-party insurance in our United States operations, except in certain
states where we are self-insured. With respect to the third-party insurance in
the United States, independent actuarial estimates of the aggregate liabilities
for claims incurred serve as a basis for our share of workers' compensation
losses.

Alimentation Couche-Tard 20

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Recently Issued Accounting Standards

Inventories

In June 2007, the CICA issued Handbook Section 3031
"Inventories", replacing Section 3030 of the same name. The new section provides
guidance on the basis and method of measurement of inventories and allows for
reversal of previous write-downs. The section also establishes new standards on
disclosure of accounting policies used, carrying amounts, amounts recognized as
an expense, write-downs and the amount of any reversal of any write-downs.

This new standard is applicable to fiscal years beginning on
or after January 1, 2008. The difference in the measurement of opening inventory
may be applied to the opening inventory for the period, with an adjustment to
opening retained earnings without prior periods being restated, or
retrospectively with a restatement of prior periods. We will implement this
standard in the first quarter of fiscal year 2009 and believe that its adoption
will not materially impact the Company's consolidated financial statements.

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064
"Goodwill and intangible assets", replacing Section 3062 "Goodwill and other
intangible assets" and Section 3450 "Research and development costs". Various
changes have been made to other sections of the CICA Handbook for consistency
purposes. The new Section establishes standards for the recognition,
measurement, presentation and disclosure of goodwill subsequent to its initial
recognition and of intangible assets. Standards relating to goodwill are
unchanged from the standards included in the previous Section 3062.

This new standard is applicable to fiscal years beginning on
or after October 1, 2008. We will implement this standard in the first quarter
of fiscal year 2010 and we are currently evaluating the impact of its adoption
on our consolidated financial statements. We do not expect that the adoption of
this new Section will have a material impact on the Company's consolidated
financial statements.

International Financial Reporting
Standards

The Canadian Accounting Standards Board has confirmed that
the use of International Financial Reporting Standards ("IFRS") will be required
for publicly accountable profit-oriented enterprises. IFRS will replace Canada's
current GAAP for those enterprises.

These new standards are applicable to fiscal years beginning
on or after January 1, 2011. Companies will be required to provide comparative
IFRS information for the previous fiscal year. Starting in the first quarter of
fiscal year 2012, we will publish consolidated financial statements prepared in
accordance with IFRS. We are currently evaluating the impact of adoption on our
consolidated financial statements and establishing a transition plan.

Business Risks

Increases and volatility in crude oil
prices and volatility in wholesale petroleum pricing and supply could affect our
revenues and gross profit.As a result
of our expansion in the United States, our motor fuel revenues have become a
greater component of revenues. For the 52-week period ended April 27, 2008, our
motor fuel revenues represented approximately 66.0% of total revenues and our
motor fuel gross profit accounted for approximately 21.0% of our total gross
profit. Crude oil and domestic wholesale petroleum markets display significant
volatility. Since we typically have no more than a four to five-day supply of
motor fuel, we are susceptible to interruptions in the supply of motor fuel at
our facilities. General political conditions and instability in oil producing
regions, particularly in the Middle East and South America, could significantly
and adversely affect crude oil supplies and wholesale petroleum costs. Local
supply interruptions may also occur. For example, in August 2003, a cracked
pipeline interrupted the supply of motor fuel to the greater Phoenix area. In
addition, any new standards that the U.S. Environmental Protection Agency
may impose on petroleum refining that would necessitate changes in the refining
process could limit the volume of petroleum products available from refiners in
the future. Volatility in wholesale petroleum supply and costs could result in
significant changes in the retail price of petroleum products and in lower fuel
gross margin per gallon or litre. In addition, changes in the retail price of
petroleum products could dampen consumer demand for motor fuel and for other
products sold in stores. These factors could materially influence our motor fuel
volume, motor fuel gross profit and overall customer traffic, which, in turn,
could have a material adverse effect on our operating results and financial
condition.

The convenience store and retail motor
fuel industries are highly competitive and affected by new entrants.The industries and geographic areas in which we operate are highly
competitive and marked by ease of entry and constant change in terms of the
number and type of retailers offering the products and services found in our
stores. We compete with other convenience store chains, independent convenience
stores, gas station operators, large and small food retailers, local pharmacies
and pharmaceutical chains, discount stores, club stores and mass merchants, many

Alimentation Couche-Tard 21

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We are subject to federal, provincial,
state and local environmental laws, and the costs of compliance could require
substantial capital expenditures. Our operations are subject to a
variety of environmental laws and regulations, including those relating to
emissions to the air, discharges into water, releases of hazardous and toxic
substances, and remediation of contaminated sites. Under various federal,
provincial, state and local laws and regulations, we may, as the owner or
operator, be liable for the costs of removal or remediation of contamination at
our current stores or our former stores, whether or not we knew of, or were
responsible for, the presence of such contamination. In particular, as an owner
and operator of motor fuelling stations, we face risks relating to petroleum
product contamination, which other convenience store operators not engaged in
such activities would not face. The remediation costs and other costs required
to clean up or treat contaminated sites could be substantial.

Contamination on and from our current or former stores may
subject us to liability to third parties or governmental authorities for
injuries to persons, property or natural resources and may adversely affect our
ability to sell or rent our properties or to borrow money using such properties
as collateral.

In the United States, persons who dispose of or arrange for
the disposal or treatment of hazardous or toxic substances away from sites may
also be liable for the costs of removal or remediation of such substances at the
disposal sites even if such sites are not owned by such persons. Although we do
not typically arrange for the treatment or disposal of large quantities of
hazardous or toxic substances from any location, our current and historic
operation of many stores and the disposal of contaminated soil and groundwater
wastes generated during cleanups of contamination at such stores could expose us
to such liability.

We are subject to extensive environmental laws and
regulations regulating underground storage tanks and vapour recovery systems.
Compliance with existing and future environmental laws regulating such tanks and
systems may require significant expenditures. In the United States, we pay fees
to state "leaking underground storage tank" trust funds in states where they
exist. These state trust funds are expected to pay or reimburse us for
remediation expenses related to contamination associated with underground
storage tanks subject to their jurisdiction. Such payments are always subject to
a deductible paid by us, specified per incident caps and specified maximum
annual payments which vary among the funds. As well, such funds may have
eligibility requirements, which not all of our sites will meet. To the extent
state funds, or other responsible parties do not pay or delay payments for
remediation, we will be obligated to make these payments, which could materially
adversely affect our financial condition and results of operations. We cannot
assure that these funds or responsible third parties are or will continue to
remain viable.

The nature of our motor fuel operations and those we acquire
present risks of soil and groundwater contamination. In the future, we may incur
substantial expenditures for remediation of contamination that has not been
discovered at existing stores or at stores, which we may acquire. We believe
that a significant number of our current stores may be contaminated and expect
to discover that contamination through the normal operation of our business in
the future. We regularly monitor our facilities for environmental contamination
and take reserves on our financial statements to cover potential environmental
remediation and compliance costs, as we consider appropriate. However, we cannot
assure that the liabilities for which we have taken reserves are the only
environmental liabilities relating to our current and former stores, that
material environmental conditions not known to us do not exist, that future laws
or regulations will not impose material environmental liability on us or that
our actual environmental liabilities will not exceed our reserves. In addition,
failure to comply with any environmental regulations or an increase in
regulations could materially and adversely affect our operating results and
financial condition.

Future tobacco legislation, campaigns
to discourage smoking, increases in tobacco taxes and wholesale cost increases
of tobacco products could have a material adverse impact on our revenues and
profit.Tobacco products represent our
largest product category of merchandise and service revenues. For fiscal year
ended April 27, 2008, revenues of tobacco products were approximately 41.0% of
total merchandise and service revenues. Significant increases in wholesale
cigarette costs and a tax increase on tobacco products, as well as future
legislation and national and local campaigns to discourage smoking in the United
States and the legislation and campaigns already in effect in Canada, may have
an adverse effect on the demand for tobacco products, and therefore reduce our
revenues and profits.

Alimentation Couche-Tard 22

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Competitive pressures in our markets can make it difficult to
pass price increases on to our customers. These factors could materially and
adversely affect our retail price of cigarettes, cigarette unit volume and
revenues, merchandise gross profit and overall customer traffic. Because we
derive a large percentage of our revenues from tobacco products, reduced
revenues of tobacco products or smaller margins on the revenues we make could
have a material adverse effect on our operating results and financial condition.

Because we depend on the experience and
industry knowledge of our management, we would be adversely affected if members
of our management team left us.Our
senior management team and the heads of our operating divisions who are
principally responsible for our operations under our decentralized management
structure are key elements of our business operations. Our future success
depends on our ability to retain this team. If, for any reason, our senior
executives and divisional vice-presidents do not continue to be active in
management, our business, financial condition or results of operations could be
adversely affected. We do not enter into employment agreements or
non-competition agreements with our officers. Although we believe that current
management will remain active in the business and that we will continue to be
able to attract and retain other talented personnel and replace key personnel
should the need arise, competition in recruiting replacement personnel could be
significant. If we are not successful in retaining our key personnel or
replacing them, our business, financial condition or results of operations could
be adversely affected.

Acquisitions have been a substantial
part, and are expected to continue to be a part, of our growth strategy, which
could expose us to significant business risks.Acquisitions have been a significant part of our growth strategy. We
expect to continue to selectively seek strategic acquisitions in the future. Our
ability to consummate and to integrate effectively any future acquisitions on
terms that are favourable to us may be limited by the number of attractive
acquisition targets, internal demands on our resources and, to the extent
necessary, our ability to obtain financing on satisfactory terms for larger
acquisitions, if at all. Acquisitions may expose us to additional risks,
including:

- 

difficulties in maintaining uniform standards,
  controls, procedures and policies across all of our businesses;

entry into markets in which we have little or
  no direct prior experience;

difficulties in retaining key employees of the
  acquired operations;

disruptions to our ongoing business; and

diversion of management time and resources.

In addition, future acquisitions could result in the
incurrence of additional debt, costs and contingent liabilities. We may also
incur costs and divert management attention for potential acquisitions, which
are never consummated. For acquisitions we do consummate, expected synergies may
not materialize. Our failure to effectively address any of these issues could
adversely affect our results of operations, financial condition and ability to
service debt, including the subordinated debt.

Although we have historically performed a due diligence
investigation of the businesses or assets that we acquire and anticipate
continuing to do so for future acquisitions, there may be liabilities of the
acquired business or assets that we fail or are unable to uncover during our due
diligence investigation and for which we, as a successor owner, may be
responsible.

When feasible, we seek to minimize the impact of these types
of potential liabilities by obtaining indemnities and warranties from the
seller, which may in some instances be supported by deferring payment of a
portion of the purchase price. However, these indemnities and warranties, if
obtained, may not fully cover the liabilities because of their limited scope,
amount or duration, the financial resources of the indemnitor or warrantor or
other reasons.

We may experience difficulties in
executing key aspects of our business strategy or in differentiating ourselves
from our competitors.The future success
of our business is highly dependent upon effectively implementing our business
strategy and differentiating ourselves from our competitors. We may experience
difficulties in executing key aspects of our business strategy. For example, we
may be limited in our ability to implement our IMPACT program in additional
stores because of a number of factors, including limited capital expenditure
resources and restrictions contained in our senior credit facility. In addition,
our in-store branding strategies may be less successful than we anticipate in
increasing our gross margins. We may also be less successful than anticipated in
achieving volume-purchasing benefits. Furthermore, we may experience difficulty
in differentiating ourselves from our competitors if our competitors are able to
successfully employ business strategies similar to ours or if market conditions
or demographics reduce what we believe to be our competitive advantages.

Alimentation Couche-Tard 23

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We are subject to government
regulations relating to, among other things, alcohol, tobacco and minimum wage.Our business and properties are subject to governmental laws and
regulations including, but not limited to, employment laws and regulations,
regulations governing the sale of alcohol and tobacco, minimum wage requirements
and other laws and regulations.

In certain areas where our stores are located, provincial,
state or local laws limit the stores' hours of operation or the sale of
alcoholic beverages, tobacco products, possible inhalants and lottery tickets,
in particular to minors. Failure to comply with these laws could adversely
affect our revenues and results of operations because these state and local
regulatory agencies have the power to revoke, suspend or deny applications for
and renewals of permits and licenses relating to the sale of these products or
to seek other remedies.

Regulations related to wages also affect our business. Any
appreciable increase in the statutory minimum wage would result in an increase
in our labour costs and such cost increase, or the penalties for failing to
comply with such statutory minimums, could adversely affect our business,
financial condition and results of operations.

Any change in the legislation or regulations described above
that is adverse to our properties and us could affect our operating and
financial performance. In addition, new regulations are proposed from time to
time which, if adopted, could have a material adverse effect on our operating
results and financial condition.

We are subject to short-term interest
rate fluctuations.Since approximately
99.0% of our long-term debt is directly or indirectly (through interest rate
swaps on our Subordinated unsecured debt) based on a variable interest rate of
no longer than six months in duration, we can experience interest expense
variances solely based on changes in short-term interest rates.

Lawsuits relating to tobacco products.We sell cigarettes and other tobacco-related products at all of our
convenience stores. In addition, we sell brands of cigarettes that are
manufactured to be sold by the Company on an exclusive basis. We are not
currently a named party in any health-related tobacco litigation. However,
various health-related legal actions, proceedings and claims arising out of the
sale, distribution, manufacture, development, advertising and marketing of
cigarettes have been brought against vendors of tobacco products and may be
instituted against us in the future. Damages in amounts escalating into the
hundreds of millions and even billions of dollars have been pleaded in suits
brought against vendors of cigarettes. An unfavourable verdict against us in any
health-related suit could adversely affect our financial condition and ability
to pay interest and principal on our debts. Moreover, we have not established
any reserves for the payment of expenses or adverse results related to any
potential health-related litigation.

Changes in regional economic conditions
may influence the retail industry, consumer preferences and spending patterns.Our revenues may be negatively influenced by changes in regional or local
economic variables and consumer confidence. External factors that affect
economic variables and consumer confidence and over which we exercise no
influence include unemployment rates, levels of personal disposable income and
regional or local economic conditions. Changes in economic conditions could
adversely affect consumer spending patterns, travel and tourism in certain of
our market areas. Some of our stores are located in coastal, resort or tourist
destinations and, historically, travel and consumer behaviour in such markets is
more severely affected by weak economic conditions.

We may be subject to losses that might
not be covered in whole or in part by our insurance coverage.We carry comprehensive liability, fire and extended coverage insurance on
most of our facilities, with policy specifications and insured limits
customarily carried in our industry for similar properties. The cost of our
insurance policies has increased recently. In addition, some types of losses,
such as losses resulting from wars, acts of terrorism, or natural disasters,
generally are not insured because they are either uninsurable or not
economically practical. Moreover, insurers recently have become more reluctant
to insure against these types of events.

Should an uninsured loss or a loss in excess of insured
limits occur, we could lose capital invested in that property, as well as the
anticipated future revenues derived from the retailing activities conducted at
that property, while remaining obligated for any mortgage debt or other
financial obligations related to the property. Any such loss could adversely
affect our business, results of operations or financial condition.

Acts of war and terrorism could impact
our business.Acts of war and terrorism
could impact general economic conditions and the supply and price of crude oil.
In addition, these events may cause damage to our retail facilities and disrupt
the supply of the products and services we offer in our stores. In times of
uncertainty, people also tend to travel less and spend more time at home. All
these factors could impact our revenues, operating results and financial
condition.

Alimentation Couche-Tard 24

---

Other risksMotor Fuel Margin risk.These stores acquired in recent years have motor fuel sales that
represent a large part of their business. As a result, we are more sensitive to
the changes in the motor fuel gross margin. For example, in fiscal 2008, a
change of one cent per gallon would have resulted in a change of approximately
$20.0 million in the motor fuel gross profit. Such amount would impact net
earnings by $0.10 per share ($0.09 per share on a diluted basis) for our
company-operated stores in the U.S.
Electronic payment modes related
expense risk.The majority of our
electronic payment modes related expense is based on retail prices of motor
fuel. We are exposed to significant fluctuations in electronic payment modes
related expense as a result of the large increase in motor fuel selling prices
particularly in our U.S. markets. For example, based on fiscal 2008, for each
ten-cent increase in the retail-selling price of a gallon of motor fuel in the
United States, the electronic payment modes related expense would have increased
by approximately $4.2 million. In Canada, for each Cdn ten-cent increase in the
selling price of a litre of motor fuel, electronic payment modes related expense
would have increased by approximately $1.8 million. Such amounts would impact
net earnings by $0.02 per share on a diluted basis.
Interest Rate Risk.We are exposed to market risk relating to changes in interest rates
associated with our variable rate debt. We have a significant amount of debt,
$835.0 million of which, in effect, bears interest at floating rates, including
the $334.7 million (nominal value of $350.0 million, net of attributable
financing costs of $11.5 million, adjusted for the fair value of the interest
rate swaps designated as a fair value hedge of the debt), nominal rate of 7.5%
(effective rate of 8.23% (6.61% by taking into account the effect of the
interest rate swaps))) Subordinated unsecured debt. By applying interest rates
as they were in effect on April 27, 2008 to our current debt, our total interest
expense would be approximately $46.4 million. A one-percentage point increase in
interest rates would increase our total annual interest expense by $8.4 million
or $0.03 per share on a diluted basis.
Seasonality and natural disasters.Weather conditions can have an impact on our revenues as historical
purchase patterns indicate that our customers increase their transactions and
also purchase higher margin items when weather conditions are favourable.
Consequently, our results are seasonal and typically more profitable during the
summer months. Motor fuel volumes and margins are also seasonal as volumes
increase during the summer driving season as well as margins. Motor fuel margins
are subject to fluctuation due to supply changes and can differ from historical
norms. We have operations in the Southeast and Westcoast regions of the United
States and although these regions are generally known for their mild weather,
these regions are susceptible to severe storms including hurricanes, like we
experienced in fiscal 2006 and 2005, as well as earthquakes in the Westcoast
region and other natural disasters. We could be also impacted by other
occurrences in these regions such as energy shortages or increase in energy
prices. Consequently, our operating results and cash flow from operations could
be adversely affected. Moreover, since we decided, during fiscal 2006, not to
renew our insurance coverage for material damages related to hurricanes, such
natural disasters could adversely affect our operating results and financial
condition.OutlookDuring fiscal 2009, we will pursue our investments in order
to deploy our IMPACT program in approximately 350 stores. These investments will
be approximately $275.0 million, which we plan to finance with our net cash
provided by operating activities. Regarding stores acquisitions, we expect to
realize 200 to 300 of them.
While we are aware that our results depend on several
external factors, including the exchange rate effect and the motor fuel net
margin, we have great hopes to increase our profitability next year.
Finally, in line with our business model, we will continue to
focus our 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
our growing clientele.
July 15, 2008



---



Alimentation Couche-Tard Inc.

Consolidated Financial Statements 
April 27, 2008, April 29, 2007 and April 30, 2006

Management's Report
	
	2Report of Independent Registered Public Accounting Firm
	
	2Management's Report on Internal Control over FinancialReporting
	
	3Report of Independent Registered Public Accounting Firmon Internal Control over Financial Reporting
	
	3Consolidated Financial StatementsConsolidated Statements of Earnings
	
	5Consolidated Statements of Comprehensive Income
	
	5Consolidated Statements of Contributed Surplus
	
	6Consolidated Statements of Retained Earnings
	
	6Consolidated Statements of Accumulated OtherComprehensive Income
	
	6Consolidated Statements of Cash Flows
	
	7Consolidated Balance Sheets
	
	8Notes to Consolidated Financial Statements
	
	9




---



MANAGEMENT'S REPORT

The consolidated financial statements of Alimentation Couche-Tard Inc. and the financial information contained in this Annual Report are the responsibility of management. This responsibility is applied through a judicious choice of accounting
procedures and principles, the application of which requires the informed judgment of management. The consolidated financial statements were prepared according to generally accepted accounting principles in Canada and were approved by the Board of
Directors. In addition, the financial information included in the Annual Report is consistent with the consolidated financial statements.

Alimentation Couche-Tard Inc. maintains accounting and administrative control systems which, in the opinion of management, ensure reasonable accuracy, relevance and reliability of financial information and well-ordered, efficient management of the
Company's affairs.

The Board of Directors is responsible for approving the consolidated financial statements included in this Annual Report, primarily through its Audit Committee. This Committee, which holds periodic meetings with members of management as well as with
the external auditors, reviewed the consolidated financial statements of Alimentation Couche-Tard Inc. and recommended their approval to the Board of Directors.

The enclosed consolidated financial statements were audited by Raymond Chabot Grant Thornton LLP, our independent registered public accounting firm, and their report indicates the extent of their audit and their opinion on the consolidated financial
statements.

June 13, 2008



|                                      |                            
|------------------------------------- | ---------------------------
|Alain Bouchard                        | Richard Fortin             
|Chairman of the Board,                | Executive Vice-President   
|President and Chief Executive Officer | and Chief Financial Officer



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of 
Alimentation Couche-Tard Inc.

We have audited the consolidated balance sheets of Alimentation Couche-Tard Inc. as at April 27, 2008 and April 29, 2007 and the consolidated statements of earnings, comprehensive income, contributed surplus, retained earnings, accumulated other
comprehensive income and cash flows for each of the years in the three-year period ended April 27, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 27, 2008 and April 29, 2007 and the results of its operations and its cash flows for each of the
years in the three-year period ended April 27, 2008 in accordance with Canadian generally accepted accounting principles.

Alimentation Couche-Tard 2

---



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Alimentation Couche-Tard Inc.'s internal control over financial reporting as at April 27, 2008, based on criteria
established in Internal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 13, 2008 expressed an unqualified opinion thereon.

Raymond Chabot Grant Thornton, LLP 
Chartered Accountants



Montréal, Canada
June 13, 2008

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934(United States) and Canadian securities
regulations, for Alimentation Couche-Tard Inc. With our participation, management carried out an evaluation of the effectiveness of our internal control over financial reporting, with the participation of our chief executive officer and chief
financial officer, as of the end of our fiscal year ended April 27, 2008. The framework on which such evaluation was based is contained in the report entitled Internal Control - Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this
evaluation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, management concluded that Alimentation Couche-Tard Inc.'s internal control over
financial reporting was effective as at April 27, 2008.

Raymond Chabot Grant Thornton LLP, our independent registered public accounting firm, audited Alimentation Couche-Tard Inc.'s internal control over financial reporting as at April 27, 2008 and have issued their unqualified opinion theron, which
is included herein.

June 13, 2008

|                                      |                            
|------------------------------------- | ---------------------------
|Alain Bouchard                        | Richard Fortin             
|Chairman of the Board,                | Executive Vice-President   
|President and Chief Executive Officer | and Chief Financial Officer



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders of 
Alimentation Couche-Tard Inc.

We have audited Alimentation Couche-Tard Inc.'s internal control over financial reporting as of April 27, 2008, based on the criteria established in Internal Control - Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Alimentation Couche-Tard Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Alimentation Couche-Tard Inc.'s internal control over financial reporting
based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Alimentation Couche-Tard 3

---



A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Alimentation Couche-Tard Inc. maintained, in all material respects, effective internal control over financial reporting as of April 27, 2008, based on the criteria established in Internal Control - Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Alimentation Couche-Tard Inc. as of April
27, 2008 and April 29, 2007 and the consolidated statements of earnings, comprehensive income, contributed surplus, retained earnings, accumulated other comprehensive income and cash flows for each of the years in the three-year period ended April
27, 2008 and our report dated June 13, 2008 expressed an unqualified opinion thereon.

Raymond Chabot Grant Thornton, LLP 
Chartered Accountants



Montréal, Canada
June 13, 2008

Alimentation Couche-Tard 4

---



|CONSOLIDATED STATEMENTS OF EARNINGS                                     
|------------------------------------------------------------------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006   
|(in millions of US dollars (Note 2), except per share amounts)          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Revenues                                                                
|Cost of sales                                                           
|Gross profit                                                            
|                                                                        
|Operating, selling, administrative and general expenses                 
|Depreciation and amortization of property and equipment and other assets
|(Note 6)                                                                
|                                                                        
|Operating income                                                        
|Financial expenses (Note 6)                                             
|Earnings before income taxes                                            
|Income taxes (Note 7)                                                   
|Net earnings                                                            
|                                                                        
|Net earnings per share (Note 8)                                         
|Basic                                                                   
|Diluted                                                                 

The accompanying notes are an integral part of the consolidated financial statements and Note 6 provides other information on consolidated earnings.

|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (NOTE 3)              |           
|--------------------------------------------------------------------- | ----------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006 |           
|(in millions of US dollars (Note 2))                                  |           
|                                                                     
|                                                                      | 2008      
|                                                                      | (52 weeks)
|                                                                      | $         
|Net earnings                                                          | 189.3     
|Other comprehensive income                                            |           
|Changes in cumulative translation adjustments (1)                     | 16.1      
|Other comprehensive income                                            | 16.1      
|Comprehensive income                                                  | 205.4     

(1) Includes net gain of $83.8 ($7.6 in 2007 and $51.1 in 2006) arising 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.

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

Alimentation Couche-Tard 5

---



|CONSOLIDATED STATEMENTS OF CONTRIBUTED SURPLUS                         
|-----------------------------------------------------------------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006  
|(in millions of US dollars (Note 2))                                   
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Balance, beginning of year                                             
|Stock-based compensation expense (Note 20)                             
|Fair value of stock options exercised                                  
|Balance, end of year                                                   
|                                                                       
|                                                                       
|                                                                       
|CONSOLIDATED STATEMENTS OF RETAINED EARNINGS                           
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006  
|(in millions of US dollars (Note 2))                                   
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Balance, beginning of year                                             
|Impact of changes in accounting policies (Note 3)                      
|Balance, beginning of year, as restated                                
|Net earnings                                                           
|                                                                       
|Dividends                                                              
|Excess of purchase price over carrying value of Class A multiple voting
|shares and Class B subordinate voting shares repurchased and           
|cancelled                                                              
|Balance, end of year                                                   

|                                                                                     
|-------------------------------------------------------------------------------------
|                                                                                     
|                                                                                     
|CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER
COMPREHENSIVE INCOME (NOTE 3)           
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006                
|(in millions of US dollars (Note 2))                                                 
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Balance, beginning of year (Note 3)                                                  
|Impact of changes in accounting policies (Note 3)                                    
|Balance, beginning of year, as restated                                              
|Other comprehensive income                                                           
|Balance, end of year                                                                 
|                                                                                     
|The accompanying notes are an integral part of the consolidated financial statements.



Alimentation Couche-Tard 6

---



|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                
|-------------------------------------------------------------------------------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006                
|(in millions of US dollars (Note 2))                                                 
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Operating activities                                                                 
|Net earnings                                                                         
|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                                      
|Future income taxes                                                                  
|(Gain) loss on disposal of property and equipment and other assets                   
|Deferred credits                                                                     
|Other                                                                                
|Changes in non-cash working capital (Note 9)                                         
|Net cash provided by operating activities                                            
|                                                                                     
|Investing activities                                                                 
|Purchase of property and equipment                                                   
|Proceeds from sale and leaseback transactions                                        
|Business acquisitions (Note 5)                                                       
|Proceeds from disposal of property and equipment and other assets                    
|Increase in other assets                                                             
|Deposit reimbursement on business acquisition                                        
|Temporary investments                                                                
|Liabilities related to business acquisitions                                         
|Net cash used in investing activities                                                
|                                                                                     
|Financing activities                                                                 
|Repurchase of Class A multiple voting shares and Class B
 subordinate voting shares  
|Dividends paid                                                                       
|(Decrease) increase in long-term debt                                                
|Issuance of shares                                                                   
|Repayment of long-term debt                                                          
|Net cash (used in) provided by financing activities                                  
|Effect of exchange rate fluctuations on cash and cash equivalents                    
|Net increase (decrease) in cash and cash equivalents                                 
|Cash and cash equivalents, beginning of year                                         
|Cash and cash equivalents, end of year                                               
|                                                                                     
|The accompanying notes are an integral part of the consolidated financial statements.



Alimentation Couche-Tard 7

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|CONSOLIDATED BALANCE SHEETS                        |         |        
|-------------------------------------------------- | ------- | -------
|as at April 27, 2008 and April 29, 2007            |         |        
|(in millions of US dollars (Note 2))               |         |        
|                                                  
|                                                   | 2008    | 2007   
|                                                   | $       | $      
|Assets                                             |         |        
|Current assets                                     |         |        
|Cash and cash equivalents                          | 216.0   | 141.7  
|Accounts receivable (Note 10)                      | 251.7   | 199.0  
|Inventories (Note 11)                              | 444.5   | 382.1  
|Prepaid expenses                                   | 8.3     | 13.5   
|Future income taxes (Note 7)                       | 24.7    | 22.7   
|                                                   | 945.2   | 759.0  
|Property and equipment (Note 12)                   | 1,748.3 | 1,671.6
|Goodwill (Note 13)                                 | 402.6   | 373.8  
|Trademarks and licenses                            | 170.3   | 168.7  
|Other assets (Note 14)                             | 53.3    | 69.2   
|Future income taxes (Note 7)                       | 0.9     | 0.9    
|                                                   | 3,320.6 | 3,043.2
|                                                   |         |        
|Liabilities                                        |         |        
|Current liabilities                                |         |        
|Accounts payable and accrued liabilities (Note 16) | 842.7   | 740.3  
|Income taxes payable (Note 7)                      | 18.6    | 46.6   
|Current portion of long-term debt (Note 17)        | 1.2     | 0.5    
|Future income taxes (Note 7)                       | -       | 0.1    
|                                                   | 862.5   | 787.5  
|Long-term debt (Note 17)                           | 841.0   | 869.5  
|Deferred credits and other liabilities (Note 18)   | 253.8   | 161.9  
|Future income taxes (Note 7)                       | 109.6   | 78.9   
|                                                   | 2,066.9 | 1,897.8
|                                                   |         |        
|Shareholders' equity                               |         |        
|Capital stock (Note 19)                            | 348.8   | 352.3  
|Contributed surplus                                | 15.6    | 13.4   
|Retained earnings (Note 3)                         | 775.0   | 681.9  
|Accumulated other comprehensive income (Note 3)    | 114.3   | 97.8   
|                                                   | 1,253.7 | 1,145.4
|                                                   | 3,320.6 | 3,043.2

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

On behalf of the Board,

|               |               
|-------------- | --------------
|Alain Bouchard | Richard Fortin
|Director       | Director      



Alimentation Couche-Tard 8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

1. Governing statutes and nature of operations

Alimentation Couche-Tard Inc. (the Company) is incorporated under the Companies Act(Quebec).

The Company owns and licenses 5,119 convenience stores across North America of which 4,068 are Company-operated and generates income primarily from the sales of tobacco products, grocery items, beverages, fresh food offerings, including quick
service restaurants, other products and services and motor fuel.

2. Basis of presentation

Year end date

The Company's year end is the last Sunday of April of each year. For comparative purposes, the years ended April 27, 2008, April 29, 2007 and April 30, 2006 are referred to as 2008, 2007 and 2006. The year ended April 27, 2008 has 52 weeks (52
weeks in 2007 and 53 weeks in 2006).

Basis of presentation

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).

Reporting currency

The Company uses the US dollars as its reporting currency to provide more relevant information considering its predominant operations in the United States and its US dollar denominated debt. The functional currencies of the Company and each of its
subsidiaries correspond to the local currency of the market in which they operate.

3. Accounting changes

2008

Capital disclosures and financial instruments disclosures and presentation

On February 5, 2008 the Company early adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3862 Financial Instruments Disclosures, Section 3863 Financial Instruments  Presentation and
Section 1535 Capital Disclosures.

Section 3862 describes the required disclosures related to the significance of financial instruments on the entity's financial position and performance and the nature and extent of risks arising from financial instruments to which the entity is
exposed to and how the entity manages those risks. This Section complements principles of recognition, measurement and presentation of financial instruments of Sections 3855 Financial Instruments  Recognition and Measurement, 3863
Financial Instruments  Presentation and 3865 Hedges.

Section 3863 establishes standards for presentation of financial instruments and non-financial derivatives. It replaces the standards included in Section 3861 Financial Instruments  Disclosure and Presentation.

Section 1535 establishes standards for disclosing information about an entity's capital and how it is managed to enable users of financial statements to evaluate the entity's objectives, policies and procedures for managing capital.

The results of the implementation of these new standards are included in Note 23 and had no impact on the Company's consolidated financial results.

Financial Instruments  Recognition and Measurement

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

|The Company made the following classifications:                                 
|--------------------------------------------------------------------------------
|                                                                                
|Financial assets and liabilities                                                
|Cash and cash equivalents                                                       
|Accounts receivable                                                             
|Investments in publicly-traded securities                                       
|Bank indebtedness and long-term debt                                            
|Accounts payable and accrued                                                    
|expenses                                                                        
|                                                                                
|(1)Initial measurement of all financial assets and liabilities is at fair value.

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

Alimentation Couche-Tard 9

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

3. Accounting changes (continued)

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

Hedges

Effective April 30, 2007, the Company adopted CICA Handbook Section 3865 Hedges, which establishes circumstances under which hedge accounting may be applied. The purpose of hedge accounting is to ensure that gains, losses, revenues and
expenses related to a hedging item and to the hedged item are recognized in net earnings in the same period.

As described in Notes 4 and 23, the Company uses interest rate swaps as part of its program for managing the interest rate of its Subordinated unsecured debt. These interest rate swaps have been designated and documented as an effective fair value
hedge of the Subordinated unsecured debt. Under the new standard, changes in the fair value of the swaps and the debt are recognized in net earnings, counterbalancing each other, except for any ineffective portion of the hedging relationship. On the
balance sheet, the fair value of the interest swaps is recorded in Other assets if it is favourable for the Company or in Deferred credits and other liabilities if it is unfavourable for the Company.

As at April 30, 2007, these changes resulted in an increase of $14.9 in Deferred credits and other liabilities and in a decrease of $14.9 in Long-term debt.

The Company also designates its entire US dollar denominated long-term debt as a foreign exchange hedge of its net investment in its U.S. self-sustaining operations. Accordingly, corresponding foreign exchange gains and losses on the long-term debt
are recorded in Accumulated other comprehensive income in the Shareholders' equity to offset the foreign currency translation adjustments on the investments.

Comprehensive Income

On April 30, 2007, the Company adopted CICA Handbook Section 1530 Comprehensive Income. This Section introduces a new financial statement which presents the change in equity of an enterprise from transactions and other events and
circumstances from non-owner sources. These transactions include net changes in unrealized gains and losses on translating Canadian and corporate operations into the reporting currency as well as unrealized gains and losses related to changes in the
fair value of certain financial instruments that are not recorded in net earnings. These two types of transactions are recorded in Other comprehensive income.

The result of the implementation of this new standard is that, beginning in the first quarter of fiscal 2008, the Company includes, in its consolidated financial statements, a consolidated statement of comprehensive income while the cumulative net
changes in other comprehensive income are included in Accumulated other comprehensive income, which is presented as a new category of Shareholders' equity and a new statement. Consequently, an amount of $97.8 presented in cumulative
translation adjustments as at April 29, 2007 has been reclassified to Accumulated other comprehensive income.

Equity

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

2006

Non-monetary transactions

On June 1, 2005, the CICA issued Handbook Section 3831, Non-Monetary Transactions, replacing Section 3830 of the same name. Under these new standards, all non-monetary transactions initiated in periods beginning on or after January 1,
2006 have to be measured at fair value unless:

- the transaction lacks commercial substance;
- the transaction is an exchange of a product or property held for sale in the
ordinary course of business for a product or property to be sold in the same
line of business to facilitate sales to customers other than the parties to the
exchange;
- neither the fair value of the assets received nor the fair value of the asset
given up is reliably measurable; or
- the transaction is a non-monetary, non-reciprocal transfer to owners that
represents a spin-off or other form of restructuring or liquidation.

The Company adopted these new recommendations both early and prospectively on July 18, 2005. The implementation of these new recommendations did not have a material impact on the Company's consolidated financial statements.

4. Accounting policies

Accounting estimates

The preparation of consolidated financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an
ongoing basis, management reviews its estimates, including those relating to supplier rebates, environmental costs and asset retirement obligations based on available information. These estimates are based on management's best knowledge of
current events and actions that the Company may undertake in the future. Actual results could differ from those estimates.

Alimentation Couche-Tard 10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

4. Accounting policies (continued)

Principles of consolidation

The consolidated financial statements include the accounts of the Company and of its subsidiaries, all of which are wholly owned.

Foreign currency translation

The non-consolidated financial statements of the Company and its subsidiaries are prepared based on their respective functional currencies, which is the US dollar for US operations and the Canadian dollar for Canadian operations and corporate
activities.

As a result, in the Company's consolidated financial statements, the Canadian and corporate operations are translated into US dollars using the current rate method. Under this method, assets and liabilities are translated using the exchange
rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate in effect during the year. Capital stock, Contributed surplus and Retained earnings are translated using the historical rate. Gains and losses arising
from translation are included in the Accumulated other comprehensive income account in Shareholders' equity.

Net earnings per share

Basic net earnings per share is calculated by dividing the net earnings available to Class A and Class B shareholders by the weighted average number of Class A and Class B shares outstanding during the year. Diluted net earnings per share is
calculated using the treasury stock method and takes into account the dilutive effect of stock options.

Revenue recognition

For its two major product categories, merchandise and motor fuel, the Company recognizes revenue at the point of sale. Merchandise sales are comprised primarily of the sale of tobacco products, grocery items, candy and snacks, beverages, beer, wine,
fresh food offerings, including quick service restaurants, and services.

Services revenues include the commission on sale of lottery tickets and issuance of money orders, fees from automatic teller machines, sales of calling cards and gift cards, fees for cashing cheques, sales of postage stamps and bus tickets and car
wash revenues. These revenues are recognized at the time of the transaction. Services revenues also include franchise and license fees, which are recognized in revenues over the period of the agreement to which the fees relate and royalties from
franchisees and licensees, which are recognized periodically based on sales reported by franchise and licence operators.

Operating, selling, administrative and general expenses

The main items comprising Operating, selling, administrative and general expenses are labour, building occupancy costs, credit and debit card fees and overhead and include advertising expenses that are charged as incurred in the amount of $28.2
in 2008 and 2007 and $26.8 in 2006.

Self-insurance

In the United States, the Company is self-insured for certain losses related to general liability and workers' compensation. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a
liability. This cost is estimated based upon analysis of the Company's historical data or actuarial estimates.

Cash and cash equivalents

Cash includes cash and demand deposits. Cash equivalents include highly liquid investments that can be converted into cash for a fixed amount and that mature less than three months from the date of acquisition.

Inventories

Inventories are valued at the lesser of cost and net realizable value. Cost of merchandise - distribution centres is determined according to the first-in first-out method, the cost of merchandise - retail is valued based on the retail price less a
normal margin and the cost of motor fuel inventory is determined according to the average cost method.

Vendor rebates

The Company records cash received from vendors related to vendor rebates as a reduction in the price of the vendors' products and reflects them as a reduction of costs of sales and related inventory in its consolidated statements of earnings
and balance sheets when those rebates satisfy the recognition criteria. Amounts received but not yet recognized are presented in deferred credits.

Income taxes

The Company uses the liability method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on differences between the carrying amounts and tax bases of assets and liabilities using enacted or
substantively enacted tax rates and laws at the date of the consolidated financial statements for the years in which the temporary differences are expected to reverse. A valuation allowance is recognized to the extent that it is more likely than not
that all of the future income tax assets will not be realized.

Alimentation Couche-Tard 11

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

4. Accounting policies (continued)

Property and equipment, depreciation and amortization

Property and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method based on the following periods:

|Buildings 
    Equipment
    Buildings under capital leases
    Equipment under capital leases | 3 to 40 years 
    3 to 40 years
    Lease term 
    Lease term
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------

Leasehold improvements and property and equipment on leased properties are amortized and depreciated over the lesser of their useful lives and the term of the lease.

Rent expense

Rent expense is recognized in earnings using the straight-line method.

Goodwill

Goodwill is the excess of the cost of an acquired business over the fair value of underlying net assets acquired from the business at the time of acquisition. Goodwill is not amortized. Rather it is tested for impairment annually, or more frequently
should events or changes in circumstances indicate that it might be impaired. Should the carrying amount of a reporting unit's goodwill exceed its fair value, an impairment loss would be recognized.

Trademarks and licenses

Trademarks and licenses have indefinite lives, are recorded at cost and are not amortized.

Impairment of long-lived assets

Long-lived assets are tested for impairment should events or circumstances indicate that their book value may not be recoverable, as measured by comparing their net book value to the estimated undiscounted future cash flows generated by their use
and eventual disposal. Should the carrying amount of long-lived assets exceed their fair value, an impairment loss in the amount of the excess would be recognized.

Other assets

Other assets mainly include deferred charges, environmental costs receivable, accrued pension benefit asset and deposits.

Deferred charges are mainly expenses incurred in connection with the analysis and signing of the Company's operating credit amortized using the straight-line method over the period of the corresponding contract. Deferred charges also include
expenses incurred in connection with the analysis and signing of operating leases which are deferred and amortized on a straight-line basis over the lease term. Other deferred charges are amortized on a straight-line basis over periods of five to
seven years.

Long-term debt

Long-term debt is measured at amortized cost net of attributable financing costs and subsequently amortized using the effective interest rate method.

Stock-based compensation and other stock-based payments

Stock-based compensation costs are measured at the grant date of the award based on the fair value method for all transactions entered into for years beginning on or after January 1, 2002. The fair value of the stock options is recognized over the
vesting period as compensation expense with a corresponding increase in contributed surplus. When stock options are exercised, the corresponding contributed surplus is transferred to capital stock.

Alimentation Couche-Tard 12

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

4. Accounting policies (continued)

Employee future benefits



The Company accrues its obligations under employee pension plans and the related costs, net of plan assets. The Company has adopted the following policies with respect to the defined benefit plans:

- the accrued benefit obligations and the cost of pension benefits earned by
active employees are actuarially determined using the projected benefit method
prorated on service and pension expense is recorded in income as the services
are rendered by active employees. The calculations reflect management's best
estimate of expected plan investment performance, salary escalation and
retirement ages of employees;
- for the purpose of calculating the expected return on plan assets, those assets
are valued at fair value;
- actuarial gains (losses) arise from the difference between actual long-term rate
of return on plan assets for a period and the expected long-term rate of return
on plan assets for that period or from changes in actuarial assumptions used to
determine the accrued benefit obligation. The excess of the net actuarial gain
(loss) over 10.0% of the greater of the benefit obligation and fair value of
plan assets is amortized over the average remaining service period of active
employees. The average remaining service period of the active employees covered
by the pension plans is nine years;
- on May 1, 2000, the Company adopted the new accounting standard on employee
future benefits using the prospective application method. The Company is
amortizing the transitional asset on a straight-line basis over 11 years, which
was the average remaining service period of employees expected to receive
benefits under the benefit plan as of May 1, 2000;
- past service costs are amortized on a straight-line basis over the average
remaining service period of active employees.

The pension costs recorded in net earnings for the defined contribution plan is equivalent to the contribution which the Company is required to pay in exchange for services provided by the employees.

Environmental costs

The Company provides for estimated future site remediation costs to meet government standards for known site contaminations when such costs can be reasonably estimated. Estimates of the anticipated future costs for remediation activities at such
sites are based on the Company's prior experience with remediation sites and consideration of other factors such as the condition of the site contamination, location of sites and experience with contractors that perform the environmental
assessments and remediation work.

Hedging and derivative financial instruments

The Company uses derivative financial instruments by way of interest rate swaps to manage current and forecasted risks related to interest rate fluctuations associated with the Company's Subordinated unsecured debt. The Company does not use
freestanding derivative financial instruments for trading or speculative purposes.

The Company formally documents and designates each derivative financial instrument as a fair value hedge of its Subordinated unsecured debt. The Company determines that derivative financial instruments are effective hedges, at the time of the
establishment of the hedge and for the duration of the instrument, since the date to maturity, the reference amount and interest rate of the instruments correspond to all the conditions of the debt.

The Company uses interest rate swaps as part of its program for managing the combination of fixed and variable interest rates of its debt and the corresponding aggregate cost of borrowing. Interest rate swaps involve an exchange of interest payments
without an exchange of principal underlying the interest payments. The corresponding amount to be paid to counterparties or to be received from counterparties is accounted for as an adjustment of accrued interest.

The changes in fair value of the swaps and the debt are recognized in net earnings, counterbalancing each other, except for any ineffective portion of the hedging relationship. On the balance sheet, the fair value of the interest swaps is recorded
in Other assets if it is favourable for the Company or in Deferred credits and other liabilities if it is unfavourable for the Company.

The Company has also designated its entire US dollar denominated long-term debt as a foreign exchange hedge of its net investment in its U.S. self-sustaining operations. Accordingly, the portion of the gains or losses arising from the translation of
the US dollar denominated debt that is determined to be an effective hedge is recognized in Other comprehensive income, counterbalancing gains and losses arising from translation of the Company's net investment in its U.S. self-sustaining
subsidiaries. Should a portion of the hedging relationship become ineffective, the ineffective portion would be recorded in the consolidated statement of earnings.

Disclosure of guarantees

A guarantee is defined as a contract or an indemnification agreement contingently requiring a company to make payments to a third party based on future events. These payments are contingent on either changes in an underlying or other variables that
are related to an asset, liability, or an equity security of the indemnified party or the failure of another entity to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party. Guarantees are
initially recognized at fair value and subsequently revaluated when the loss becomes likely.

Alimentation Couche-Tard 13

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

4. Accounting policies (continued)

Recently issued accounting standards not yet implemented

Inventories

In June 2007, the CICA issued Handbook Section 3031 Inventories, replacing Section 3030 of the same name. The new section provides guidance on the basis and method of measurement of inventories and allows for reversal of previous
write-downs. The section also establishes new standards on disclosure of accounting policies used, carrying amounts, amounts recognized as an expense, write-downs and the amount of any reversal of any write-downs.

This new standard is applicable to fiscal years beginning on or after January 1, 2008. The difference in the measurement of opening inventory may be applied to the opening inventory for the period, with an adjustment to opening retained earnings
without prior periods being restated, or retrospectively with a restatement of prior periods. The Company will implement this standard in its first quarter of fiscal year 2009 and does not expect that the adoption of this new Section will have a
material impact on its consolidated financial statements.

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064 Goodwill and intangible assets, replacing Section 3062 Goodwill and other intangible assets and Section 3450 Research and development costs. Various changes
have been made to other sections of the CICA Handbook for consistency purposes. The new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards relating to goodwill are unchanged from the standards included in the previous Section 3062.

This new standard is applicable to fiscal years beginning on or after October 1, 2008. The Company will implement this standard in its first quarter of fiscal year 2010 and is currently evaluating the impact of its adoption on its consolidated
financial statements. The Company does not expect that the adoption of this new Section will have a material impact on its consolidated financial statements.

International Financial Reporting Standards

The Canadian Accounting Standards Board has confirmed that the use of International Financial Reporting Standards (IFRS) will be required for publicly accountable profit-oriented enterprises. IFRS will replace Canada's current GAAP for those
enterprises.

These new standards are applicable to fiscal years beginning on or after January 1, 2011. Companies will be required to provide comparative IFRS information for the previous fiscal year. Starting in the first quarter of fiscal year 2012, the Company
will publish consolidated financial statements prepared in accordance with IFRS. The Company is currently evaluating the impact of adoption on its consolidated financial statements and is establishing a transition plan.

5. Business acquisitions

The Company has made the following business acquisitions that were accounted for using the purchase method. Earnings from the businesses acquired are included in the consolidated statements of earnings from their respective dates of acquisition.

2008

During 2008, the Company made the following business acquisitions:

- effective June 5, 2007, the Company purchased 28 company-operated stores and five land parcels from Sterling Stores LLC. The acquired stores operate under the Sterling banner in northwest Ohio, United States;
- during fiscal year 2008, the Company purchased 18 stores through 15 distinct transactions.

These acquisitions were settled for a total cash consideration of $70.7, including direct acquisition costs. The preliminary allocations of the purchase price of the acquisitions were established based on available information and on the basis
of preliminary evaluations and assumptions management believes to be reasonable. Since the Company has not completed its fair value assessment of the net assets acquired for all transactions, the preliminary allocations are subject to adjustments to
the fair value of the assets and liabilities until the process is completed. The preliminary allocations are based on the estimated fair values on the dates of acquisition:

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


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

Alimentation Couche-Tard 14

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

5. Business acquisitions (continued)

2007

During 2007, the Company made the following business acquisitions:

- effective April 10, 2007: acquisition, from Star Fuel Marts, LLC, of 53 company-operated stores operating under the All Star banner in Oklahoma City, Oklahoma, United States. 42 of the 53 stores are operated under operating leases;
- effective
February 26, 2007: acquisition, from Richcor, Inc., of 13 company-operated stores operating under the Groovin Noovin banner in the city of Pensacola, Florida, United States;
- effective December 1, 2006: the Company purchased a network of 236 stores
from Shell Oil Products US and its affiliate, Motiva Enterprises LLC. The majority of the stores acquired are operated under the Shell banner in the regions of Baton Rouge, Denver, Memphis, Orlando,
Tampa and in the Southwest Florida, United States. Of the 236 stores, 174 are
company-operated, 50 are operated by independent store operators and 12 have a
motor fuel supply agreement;
- effective October 30, 2006: the Company purchased, from Sparky's Oil Company, 24
company-operated stores operating under the Sparky's banner in the West Central
Florida, United States;
- effective October 4, 2006: from Holland Oil Company, purchase of 56
company-operated stores operating under the Holland Oil and Close to Home
banners in Ohio, United States. Two of the acquired stores were immediately
closed;
- effective August 21, 2006: purchase of a network of 24 stores operating under
the Stop-n-Save banner in the Monroe area of Louisiana, United States from Moore
Oil Company LLC. Of these 24 stores, 11 are operated by the Company and 13 are
operated by independent store operators;
- effective June 12, 2006: from Spectrum Stores, Inc. and Spectrum Holding, Inc.,
purchase of 90 company-operated stores, the majority of which are operated under
the Spectrum banner in the States of Alabama and Georgia in the United States;

These acquisitions were settled for a total cash consideration of $600.6, including direct acquisition costs. The net assets acquired included working capital of $30.0, property and equipment of $461.2, goodwill of $113.5,
non-compete agreement of $1.0, trademarks of $0.4, other assets of $1.3 and deferred credits and other liabilities of $6.8. Approximately $51.0 of the goodwill related to these transactions will be deductible for tax
purposes.

2006

During 2006, the Company made the following business acquisitions:

- effective March 14, 2006: purchase of 34 company-operated stores and 19
affiliated stores, all operating under the Shell banner in the Indianapolis area
of Indiana, United States, from Shell Oil Products US. At the closing date, two
company-operated stores were closed;
- effective December 14, 2005: purchase of 16 company-operated stores operating
under the Winners banner in New Mexico, United States, from Conway Oil Company
and Conway Real Estate Company;
- effective December 8, 2005: purchase of 18 company-operated stores and eight
affiliated stores, all operating under the BP banner in the Memphis area of
Tennessee, United States, from BP Products North America, Inc.;
- effective November 3, 2005: purchase of seven company-operated stores operating
under the Fuel Mart banner in Ohio, United States, from Ports Petroleum Co.

These four acquisitions were settled for a total cash consideration of $91.6, financed from the Company's available cash. The net assets acquired included working capital of $4.6, property and equipment of $81.4, goodwill of
$3.9, trademarks and licences of $2.0, other assets of $1.3 and deferred credits and other liabilities of $1.6. Most of the goodwill related to these transactions is deductible for tax purposes.

|6. Supplementary information relating to the consolidated statements of earnings |      
|-------------------------------------------------------------------------------- | -----
|                                                                                
|                                                                                 | 2008 
|                                                                                 | $    
|Depreciation and amortization                                                    |      
|Property and equipment                                                           | 170.6
|Other assets                                                                     | 1.9  
|                                                                                 | 172.5
|                                                                                 |      
|Financial expenses                                                               |      
|Interest on long-term debt (1)                                                   | 53.8 
|Amortization of deferred financing costs (1)                                     | 0.8  
|                                                                                 | 54.6 
|                                                                                
|Interest expense                                                                 |      

Interest expense on long-term debt is net of interest income. Interest income totals $3.6 in 2008, $6.0 in 2007 and $8.5 in 2006.

|(1) | Since the implementation of CICA Handbook Section 3855 on April 30, 2007, financing costs attributable to the Subordinated unsecured debt are deducted from the amount of the debt. Accordingly, since that date, interest expense on the debt is
accounted for using the effective interest rate method. Prior to April 30, 2007, these financing costs were deferred and amortized over the term of the debt.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Alimentation Couche-Tard 15

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

6. Supplementary information relating to the consolidated statements of earnings (continued)

Supplementary information related to the rental expense included in Operating, selling, administrative and general expenses:

|                             | 2008   | 2007   | 2006  
|---------------------------- | ------ | ------ | ------
|                             | $      | $      | $     
|Net rent expense             |        |        |       
|Rent expense                 | 209.0  | 184.7  | 174.0 
|Sub-leasing income           | (18.3) | (14.9) | (11.5)
|                             | 190.7  | 169.8  | 162.5 
|                            
|7. Income taxes              |        |        |       
|                            
|                            
|                             | 2008   | 2007   | 2006  
|                             | $      | $      | $     
|Current income taxes         | 49.2   | 92.2   | 74.7  
|Future income taxes          | 19.0   | 21.7   | 26.8  
|                             | 68.2   | 113.9  | 101.5 
|                             |        |        |       
|Earnings before income taxes |        |        |       
|Domestic                     | 128.6  | 93.4   | 79.7  
|Foreign                      | 128.9  | 216.9  | 218.0 
|                             | 257.5  | 310.3  | 297.7 
|                             |        |        |       
|Current income taxes         |        |        |       
|Domestic                     | 20.4   | 37.0   | 12.4  
|Foreign                      | 28.8   | 55.2   | 62.3  
|                             | 49.2   | 92.2   | 74.7  
|                             |        |        |       
|Future income taxes          |        |        |       
|Domestic                     | (1.3)  | 0.4    | 4.8   
|Foreign                      | 20.3   | 21.3   | 22.0  
|                             | 19.0   | 21.7   | 26.8  

The principal items which resulted in differences between the Company's effective income tax rates and the combined statutory rates in Canada are detailed as follows:

|                                                                        | 2008   | 2007  | 2006  
|----------------------------------------------------------------------- | ------ | ----- | ------
|                                                                        | %      | %     | %     
|Combined statutory income tax rate in Canada (a)                        | 31.66  | 32.02 | 32.46 
|Impact of tax rate changes                                              | 0.32   | 0.30  | (0.02)
|Other permanent differences                                             | (1.65) | 1.20  | 1.65  
|Effective income tax rate before unusual retroactive income tax expense | 30.33  | 33.52 | 34.09 
|Unusual retroactive income tax (reversal) expense (b)                   | (3.84) | 3.19  | -     
|Effective income tax rate                                               | 26.49  | 36.71 | 34.09 

|    |                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Company's combined statutory income tax rate in Canada includes the appropriate provincial income tax rates.                                                                                                                                                                                                                                                                                            
|   
|(b) | On June 9, 2006, the Government of Québec adopted Bill 15 in the National Assembly of Québec, regarding amendments to the Taxation Act and other legislative provisions. As a result, in 2007, the Company has recorded an unusual
retroactive income tax expense of $9.9. During fiscal year 2008, the Company reversed this unusual income tax expense following an agreement with the taxing authorities.
|   

|The components of future income tax assets (liabilities) are as follows: |         |       
|------------------------------------------------------------------------ | ------- | ------
|                                                                         | 2008    | 2007  
|                                                                         | $       | $     
|Short-term net future income tax assets                                  |         |       
|Expenses deductible in future years                                      | 22.1    | 18.7  
|Deferred credits                                                         | 0.4     | 0.1   
|Other                                                                    | 2.2     | 3.8   
|                                                                         | 24.7    | 22.6  
|                                                                         |         |       
|Long-term net future income tax liabilities                              |         |       
|Trademarks and licences                                                  | (53.8)  | (49.0)
|Property and equipment                                                   | (69.5)  | (45.5)
|Deferred credits                                                         | 19.7    | 9.8   
|Non-capital losses                                                       | 2.9     | 8.4   
|Expenses deductible in future years                                      | 7.2     | 6.3   
|Goodwill                                                                 | (7.7)   | (5.0) 
|Borrowing and share issue costs                                          | (0.3)   | 0.4   
|Other                                                                    | (7.2)   | (3.4) 
|                                                                         | (108.7) | (78.0)

Alimentation Couche-Tard 16

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                    |         |        
|------------------------------------------------------------------------------------------------------------- | ------- | -------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006                                         |         |        
|(in millions of US dollars, except share and stock option data)                                               |         |        
|                                                                                                             
|                                                                                                             
|8. Net earnings per share                                                                                     |         |        
|                                                                                                             
|The following table presents the information for the computation of basic and diluted net earnings per share: |         |        
|                                                                                                              | 2008    | 2007   
|                                                                                                              | $       | $      
|Net earnings attributable to Class A and B shareholders                                                       | 189.3   | 196.4  
|                                                                                                              |         |        
|Weighted average number of shares (in thousands)                                                              | 201,486 | 202,119
|Dilutive effect of stock options (in thousands)                                                               | 4,992   | 6,087  
|Weighted average number of diluted shares (in thousands)                                                      | 206,478 | 208,206
|                                                                                                              |         |        
|Basic net earnings per share available for Class A and B shareholders                                         | 0.94    | 0.97   
|                                                                                                              |         |        
|Diluted net earnings per share available for Class A and B shareholders                                       | 0.92    | 0.94   

In calculating diluted net earnings per share for 2008, 1,512,515 stock options (504,996 in 2007 and 170,000 in 2006) are excluded due to their antidilutive effect.

|9. Supplementary information relating to the consolidated statements of cash flows                |       
|------------------------------------------------------------------------------------------------- | ------
|                                                                                                 
|The changes in non-cash working capital are detailed as follows:                                  |       
|                                                                                                 
|                                                                                                  | 2008  
|                                                                                                  | $     
|Accounts receivable                                                                               | (37.6)
|Inventories                                                                                       | (46.4)
|Prepaid expenses                                                                                  | 5.6   
|Accounts payable and accrued liabilities                                                          | 76.2  
|Income taxes payable                                                                              | (34.7)
|                                                                                                  | (36.9)
|                                                                                                 
|Cash flows relating to interest and income taxes of operating activities are detailed as follows: |       
|                                                                                                 
|                                                                                                  | 2008  
|                                                                                                  | $     
|Interest paid                                                                                     | 59.5  
|Income taxes paid                                                                                 | 89.0  
|                                                                                                 
|10. Accounts receivable                                                                           |       
|                                                                                                 
|                                                                                                 
|                                                                                                  |       
|                                                                                                  |       
|Trade accounts receivable and vendor rebates receivable                                           |       
|Credit and debit cards receivable                                                                 |       
|Environmental costs receivable                                                                    |       
|Other accounts receivable                                                                         |       
|                                                                                                  |       
|                                                                                                 
|11. Inventories                                                                                   |       
|                                                                                                 
|                                                                                                 
|                                                                                                  |       
|                                                                                                  |       
|Merchandise  retail                                                                              |       
|Motor fuel                                                                                        |       
|Merchandise  distribution centres                                                                |       
|                                                                                                  |       

Alimentation Couche-Tard 17

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            |         |             
|--------------------------------------------------------------------- | ------- | ------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006 |         |             
|(in millions of US dollars, except share and stock option data)       |         |             
|                                                                     
|                                                                     
|12. Property and equipment                                            |         |             
|                                                                     
|                                                                     
|                                                                      |         |             
|                                                                      |         | Accumulated 
|                                                                      | Cost    | depreciation
|                                                                      | $       | $           
|Land                                                                  | 489.5   | -           
|Buildings                                                             | 434.5   | 81.0        
|Leasehold improvements                                                | 316.4   | 129.1       
|Equipment                                                             | 1,184.9 | 467.9       
|                                                                      | 2,425.3 | 678.0       
|Buildings and equipment under capital leases                          | 6.6     | 5.6         
|                                                                      | 2,431.9 | 683.6       
|                                                                     
|                                                                      |         |             
|                                                                      |         | Accumulated 
|                                                                      | Cost    | depreciation
|                                                                      | $       | $           
|Land                                                                  | 496.4   | -           
|Buildings                                                             | 396.4   | 57.9        
|Leasehold improvements                                                | 239.9   | 92.7        
|Equipment                                                             | 1,049.6 | 360.5       
|                                                                      | 2,182.3 | 511.1       
|Buildings and equipment under capital leases                          | 4.1     | 3.7         
|                                                                      | 2,186.4 | 514.8       
|                                                                     
|                                                                     
|13. Goodwill                                                          |         |             
|                                                                     
|                                                                      |         | 2008        
|                                                                      |         | $           
|Balance, beginning of year                                            |         | 373.8       
|Increase related to business acquisitions                             |         | 7.1         
|Increase related to single store acquisitions                         |         | -           
|Changes to purchase price allocations                                 |         | 5.3         
|Effect of exchange rate fluctuations                                  |         | 16.4        
|Balance, end of year                                                  |         | 402.6       
|                                                                     
|                                                                     
|14. Other assets                                                      |         |             
|                                                                     
|                                                                      |         | 2008        
|                                                                      |         | $           
|Deferred charges, net (1)                                             |         | 13.8        
|Environmental costs receivable                                        |         | 14.9        
|Accrued pension benefit asset                                         |         | 8.7         
|Deposits                                                              |         | 1.2         
|Other, at cost                                                        |         | 14.7        
|                                                                      |         | 53.3        

|    |                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Since April 30, 2007 and following implementation of CICA Handbook Section 3855, financing costs attributable to the Subordinated unsecured debt are deducted from the amount of the debt. Prior to April 30, 2007, these financing costs were deferred
and amortized over the term of the debt.
|   

15. Bank indebtedness

Bank indebtedness reflects the used portion of the unsecured line of credit available to the Company under its credit agreement which is described in Note 17. As of April 27, 2008 and April 29, 2007, the available line of credit is unused.

|16. Accounts payable and accrued liabilities |       |      
|-------------------------------------------- | ----- | -----
|                                            
|                                            
|                                             | 2008  | 2007 
|                                             | $     | $    
|Accounts payable and accrued expenses        | 618.0 | 537.0
|Sales and other taxes payable                | 95.6  | 88.2 
|Salaries and related benefits                | 60.9  | 61.1 
|Deferred credits                             | 18.6  | 14.7 
|Environmental costs                          | 10.0  | 9.0  
|Other                                        | 39.6  | 30.3 
|                                             | 842.7 | 740.3

Alimentation Couche-Tard 18

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                       |       |      
|------------------------------------------------------------------------------------------------ | ----- | -----
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006                            |       |      
|(in millions of US dollars, except share and stock option data)                                  |       |      
|                                                                                                
|                                                                                                
|17. Long-term debt                                                                               |       |      
|                                                                                                
|                                                                                                
|                                                                                                 | 2008  | 2007 
|                                                                                                 | $     | $    
|US dollars term revolving unsecured operating credit, maturing in September 2012 (a)             | 460.0 | 513.2
|Canadian dollars term revolving unsecured operating credit, maturing in September 2012 (a)       | 40.3  | -    
|Subordinated unsecured debt, at amortized cost (b)                                               | 334.7 | 350.0
|Note payable, secured by the assets of certain stores, 8.75%, repayable in monthly instalments,  |       |      
|maturing in 2019                                                                                 | 4.7   | 4.9  
|Obligations related to buildings and equipment under capital leases, rates varying from 9.00% to |       |      
|12.54% (11.36% to 12.54% in 2007), payable on various dates until 2019                           | 2.5   | 1.9  
|                                                                                                 | 842.2 | 870.0
|Current portion of long-term debt                                                                | 1.2   | 0.5  
|                                                                                                 | 841.0 | 869.5
|                                                                                                
|(a) Term revolving unsecured operating credit granted:                                           |       |      

As at April 27, 2008, the Company has a credit agreement consisting of a revolving unsecured facility of an initial maximum amount of $650.0 ($500.0 in 2007) with an initial term of five years that could be extended each year to a five-year
term at the request of the Company with the consent of the lenders. The credit facility is available in the following forms:

- A term revolving unsecured operating credit, available i)
in Canadian dollars, ii) in US dollars, iii) in the form of Canadian dollars
bankers' acceptances, with stamping fees and iv) in the form of standby letters
of credit not exceeding $50.0 or the equivalent in Canadian dollars, with
applicable fees. Depending on the form and the currency of the loan, the amounts
borrowed bear interest at variable rates based on the Canadian prime rate, the
banker's acceptance rate, the U.S. base rate or the LIBOR rate plus a variable
margin; and
- An unsecured line of credit in the maximum
amount of $50.0, available in Canadian or US dollars, bearing interest at
variable rates based, depending on the form and the currency of the loan, on the
Canadian prime rate, the U.S. prime rate or the U.S. base rate plus a variable
margin.

Stand-by fees, which vary based on a leverage ratio and on the utilization rate of the credit facility apply to the unused portion of the credit facility.

Stamping fees, standby letters of credit fees and the variable margin used to determine the interest rate applicable to amounts borrowed are determined according to a leverage ratio of the Company.

Under the credit agreement, the Company must maintain certain financial ratios. The agreement also imposes certain restrictions on the Company and includes requirements to seek the consent of the lenders to undertake certain transactions.

As at April 27, 2008, the weighted average effective interest rate is 3.51% (6.23% in 2007) for the US dollar portion and 4.21% for the Canadian dollars portion (unused in 2007). In addition, Cdn$0.7 (Cdn$0.7 in 2007) and $17.9
($16.6 in 2007) are used for standby letters of credit. Finally, as at the same date, the Company is in compliance with the restrictive clauses and ratios imposed by the credit agreement.

(b) Subordinated unsecured debt:

Subordinated unsecured debt of a nominal amount of $350.0, maturing December 15, 2013, bearing interest at a nominal rate of 7.5% (effective rate of 8.23% (7.5% in 2007)). Commencing on December 15, 2008, the Company will have the option for
early repayment at a premium.

The total amount of the debt is subject to interest rate swaps (see Note 23). Under this strategy, the effective rate on the Subordinated unsecured debt as at April 27, 2008 is 6.61% .

Since April 30, 2007 and following implementation of CICA Handbook Sections 3855 and 3865, the carrying amount of the debt represents its nominal value amounting to $350.0, net of attributable financing costs of $11.5, adjusted for the fair
value of the interest rate swaps designated as a fair value hedge of the debt.

|The Subordinated unsecured debt agreement imposes restrictions on certain transactions. |                 |                |                 
|--------------------------------------------------------------------------------------- | --------------- | -------------- | ----------------
|                                                                                       
|Instalments on long-term debt for the next fiscal years are as follows:                 |                 |                |                 
|                                                                                       
|                                                                                        | Obligations     |                |                 
|                                                                                        | related to      | Other loans    | Other loans     
|                                                                                        | buildings under | denominated in | denominated in  
|                                                                                        | capital leases  | US dollars     | Canadian dollars
|                                                                                        | $               | $              | Cdn$            
|2009                                                                                    | 1.1             | 0.1            | -               
|2010                                                                                    | 0.6             | 0.4            | -               
|2011                                                                                    | 0.5             | 0.3            | -               
|2012                                                                                    | 0.3             | 0.3            | -               
|2013                                                                                    | 0.3             | 460.3          | 41.0            
|2014 and thereafter                                                                     | 1.2             | 353.3          | -               
|                                                                                        | 4.0             |                |                 
|Interest expense included in minimum lease payments                                     | 1.5             |                |                 
|                                                                                        | 2.5             |                |                 

Alimentation Couche-Tard 19

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            |       |      
|--------------------------------------------------------------------- | ----- | -----
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006 |       |      
|(in millions of US dollars, except share and stock option data)       |       |      
|                                                                     
|                                                                     
|18. Deferred credits and other liabilities                            |       |      
|                                                                     
|                                                                     
|                                                                      | 2008  | 2007 
|                                                                      | $     | $    
|Deferred gain on sale and leaseback transactions (a)                  | 97.7  | 20.0 
|Asset retirement obligations (b)                                      | 39.0  | 37.1 
|Deferred branding costs                                               | 17.9  | 2.7  
|Deferred credits                                                      | 17.1  | 25.8 
|Deferred rent expense                                                 | 16.1  | 14.1 
|Provision for workers' compensation                                   | 11.5  | 10.5 
|Provision for site restoration costs                                  | 10.7  | 18.5 
|Accrued pension benefit liability                                     | 10.4  | 8.2  
|Other liabilities                                                     | 33.4  | 25.0 
|                                                                      | 253.8 | 161.9

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Effective December 21, 2007, the Company completed a sale and leaseback transaction for 83 sites located in the United States, for net proceeds of $130.1, resulting in a gain of $68.0, which is deferred and amortized over the terms of the
respective leases of 20 years. The Company accounted for these leases as operating leases. Accordingly, the annual increase in rental costs amounted to approximately $10.0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(b) | Asset retirement obligations relate to estimated future costs to remove underground motor fuel storage tanks and are based on the Company's prior experience in removing these tanks, estimated tank useful life, lease terms for those tanks
installed on leased properties, external estimates and governmental regulatory requirements. To determine the initial recorded liability, the future estimated cash flows have been discounted at rates of 9.0% and 10.0%, representing the
Company's credit-adjusted risk-free rates at the time the costs have been estimated and revised. The total undiscounted amount of estimated cash flows to settle the asset retirement obligations is approximately $127.3 and is expected to be
incurred over the next 40 years. Should changes occur in estimated future removal costs, tank useful lives, lease terms or governmental regulatory requirements, revisions to the liability could be made.
|   

The reconciliation of the Company's liability for the asset retirement obligations related to the removal of its underground motor fuel storage tanks is as follows:

|                                     | 2008  | 2007 
|------------------------------------ | ----- | -----
|                                     | $     | $    
|Balance, beginning of year           | 45.1  | 35.9 
|Liabilities incurred                 | 0.6   | 0.4  
|Liabilities settled                  | (1.4) | (1.1)
|Accretion expense                    | 4.0   | 3.3  
|Business acquisitions                | 0.3   | 6.1  
|Revision of estimations              | 0.1   | 0.4  
|Effect of exchange rate fluctuations | 0.1   | 0.1  
|Balance, end of year                 | 48.8  | 45.1 

Of the total liability recorded in the consolidated balance sheets as at April 27, 2008 and April 29, 2007, $39.0 and $37.1, respectively, are included in Deferred credits and other liabilities and the remainder is included in Accounts
payable and accrued liabilities.

19. Capital stock

Authorized

Unlimited number of shares without par value

First and second preferred shares issuable in series, non-voting, ranking prior to other classes of shares with respect to dividends and payment of capital upon dissolution. The Board of Directors is authorized to determine the designation, rights,
privileges, conditions and restrictions relating to each series of shares prior to their issuance.

Class A multiple voting and participating shares, ten votes per share except for certain situations which provide for only one vote per share, convertible into Class B subordinate voting shares on a share-for-share basis at the holder's option.
Under the articles of amendment, no new Class A multiple voting shares may be issued.

Class B subordinate voting and participating shares, convertible automatically into Class A multiple voting shares on a share-for-share basis upon the occurrence of certain events.

The order of priority for the payment of dividends is as follows:

- first preferred shares;
- second preferred shares;
- Class B subordinate voting shares and Class A multiple voting shares, ranking pari passu.

Alimentation Couche-Tard 20

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            |                  |       |  |                 
|--------------------------------------------------------------------- | ---------------- | ----- |  | ----------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006 |                  |       |  |                 
|(in millions of US dollars, except share and stock option data)       |                  |       |  |                 
|                                                                     
|                                                                     
|19. Capital stock (continued)                                         |                  |       |  |                 
|                                                                     
|Issued and fully paid                                                 |                  |       |  |                 
|                                                                     
|The changes in number of outstanding shares are as follows:           |                  |       |  |                 
|                                                                     
|                                                                      |                  | 2008  |  |                 
|                                                                      | Number of shares | $     |  | Number of shares
|Class A multiple voting shares                                        |                  |       |  |                 
|Balance, beginning of year                                            | 56,175,312       | 8.0   |  | 56,388,652      
|Repurchase and cancellation of shares (1)                             | (2,116,600)      | (0.3) |  | -               
|Conversion into Class B shares                                        | (177,500)        | -     |  | (213,340)       
|Balance, end of year                                                  | 53,881,212       | 7.7   |  | 56,175,312      
|                                                                      |                  |       |  |                 
|Class B subordinate voting shares                                     |                  |       |  |                 
|Balance, beginning of year                                            | 146,159,574      | 344.3 |  | 145,651,434     
|Repurchase and cancellation of shares (1)                             | (4,045,606)      | (9.7) |  | -               
|Issued as part of a previous acquisition                              | 288              | -     |  | 16              
|Issued on conversion of Class A shares                                | 177,500          | -     |  | 213,340         
|Stock options exercised for cash                                      | 554,020          | 4.7   |  | 294,784         
|Fair value of stock options exercised                                 | -                | 1.8   |  | -               
|Balance, end of year                                                  | 142,845,776      | 341.1 |  | 146,159,574     
|Total issued and fully paid                                           |                  | 348.8 |  |                 
|                                                                     
|                                                                      |                  |       |  |                 
|                                                                      |                  |       |  | Number of shares
|Class A multiple voting shares                                        |                  |       |  |                 
|Balance, beginning of year                                            |                  |       |  | 56,594,692      
|Conversion into Class B shares                                        |                  |       |  | (206,040)       
|Balance, end of year                                                  |                  |       |  | 56,388,652      
|                                                                     
|Class B subordinate voting shares                                     |                  |       |  |                 
|Balance, beginning of year                                            |                  |       |  | 145,375,660     
|Issued as part of a previous acquisition                              |                  |       |  | 1,630           
|Issued on conversion of Class A shares                                |                  |       |  | 206,040         
|Stock options exercised for cash                                      |                  |       |  | 68,104          
|Balance, end of year                                                  |                  |       |  | 145,651,434     
|Total issued and fully paid                                           |                  |       |  |                 

(1) On August 8, 2007, the Company implemented a share repurchase program to purchase up to 2,808,765 of the 56,175,312 Class A multiple voting shares and 7,332,066 of the 146,641,334 Class B subordinate voting shares issued and outstanding as at
July 27, 2007 (representing 5.0% of the Class A multiple voting shares and 5.0% of the Class B subordinate voting shares, issued and outstanding as at that date, respectively). In accordance with the Toronto Stock Exchange requirements, a maximum
daily repurchase of 25.0% of the daily trading averages for the six months preceding July 27, 2007 may be made. By making such purchases, the number of Class A multiple voting shares and of Class B subordinate voting shares in circulation will be
reduced and the proportionate interest of all remaining shareholders in the Company's share capital will be increased on a pro rata basis. The share repurchase period will end no later than August 7, 2008. All shares purchased under the share
repurchase program will be cancelled.

20. Stock-based compensation and other stock-based payments

Stock Option Plan

The Company has a stock option plan (the Plan) under which it may grant up to 16,892,000 stock options for the purchase of Class B subordinate voting shares of the Company.

Stock options have up to a ten-year term, vest 20.0% on the date of the grant and cumulatively thereafter on each anniversary date of the grant and are exercisable at the designated market price. The grant price of each stock option shall not be set
below the average market price of the Class B shares on the Toronto Stock Exchange for the five days preceding the grant. Each stock option is exercisable into one Class B share of the Company at the price specified in the terms of the stock
option.

Alimentation Couche-Tard 21

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

20. Stock-based compensation and other stock-based payments (continued)

The table below presents the status of the Company's stock option plan as at April 27, 2008, April 29, 2007 and April 30, 2006 and the changes therein during the years then ended:

|                                                                                                                |           |                   |                     | 2008             |  |                   | 2007               
|--------------------------------------------------------------------------------------------------------------- | --------- | ----------------- | ------------------- | ---------------- |  | ----------------- | -------------------
|                                                                                                                |           |                   |                     | Weighted         |  |                   |                    
|                                                                                                                |           |                   | Number of stock     | average exercise |  | Number of stock   | Weighted average   
|                                                                                                                |           |                   | options             | price            |  | options           | exercise price     
|                                                                                                                |           |                   |                     | Cdn$             |  |                   | Cdn$               
|Outstanding, beginning of year                                                                                  |           |                   | 9,326,866           | 8.50             |  | 9,252,380         | 7.66               
|Granted                                                                                                         |           |                   | 295,000             | 19.41            |  | 388,100           | 25.60              
|Exercised                                                                                                       |           |                   | (554,020)           | 9.02             |  | (294,784)         | 4.17               
|Forfeited                                                                                                       |           |                   | (153,931)           | 18.77            |  | (18,830)          | 13.67              
|Outstanding, end of year                                                                                        |           |                   | 8,913,915           | 8.66             |  | 9,326,866         | 8.50               
|                                                                                                                |           |                   |                     |                  | 
|                                                                                                                |           |                   |                     |                  | 
|Exercisable stock options, end of year                                                                          | 8,166,672 |                   |                     | 8,122,627        | 
|                                                                                                               
|                                                                                                               
|                                                                                                                |           |                   |                     |                  |  |                   | 2006               
|                                                                                                                |           |                   |                     |                  |  |                   | Weighted           
|                                                                                                                |           |                   |                     |                  |  | Number of stock   | average exercise   
|                                                                                                                |           |                   |                     |                  |  | options           | price              
|                                                                                                                |           |                   |                     |                  |  |                   | Cdn$               
|Outstanding, beginning of year                                                                                  |           |                   |                     |                  |  | 8,745,400         | 6.93               
|Granted                                                                                                         |           |                   |                     |                  |  | 580,100           | 18.36              
|Exercised                                                                                                       |           |                   |                     |                  |  | (68,104)          | 4.13               
|Forfeited                                                                                                       |           |                   |                     |                  |  | (5,016)           | 14.33              
|Outstanding, end of year                                                                                        |           |                   |                     |                  |  | 9,252,380         | 7.66               
|                                                                                                               
|                                                                                                               
|Exercisable stock options, end of year                                                                          |           |                   |                     | 7,674,976        | 
|                                                                                                               
|The following table presents information on the stock options outstanding and exercisable as at April 27, 2008: |           |                   |                    
|                                                                                                               
|                                                                                                                |           |                   | Options outstanding |                  |  |                   | Options exercisable
|                                                                                                                |           | Number of         | Weighted average    | Weighted         |  | Number of         | Weighted           
|                                                                                                                |           | stock options     | remaining           | average          |  | stock options     | average            
|Range of                                                                                                        |           | outstanding as at | contractual life    | exercise         |  | exercisable as at | exercise           
|exercise prices                                                                                                 |           | April 27, 2008    | (years)             | price            |  | April 27, 2008    | price              
|Cdn$                                                                                                            |           |                   |                     | Cdn$             |  |                   | Cdn$               
|2  4                                                                                                           |           | 2,568,000         | 2.39                | 2.65             |  | 2,568,000         | 2.65               
|6  8                                                                                                           |           | 3,452,700         | 3.96                | 7.38             |  | 3,452,700         | 7.38               
|8  12                                                                                                          |           | 1,245,700         | 5.56                | 10.54            |  | 1,223,560         | 10.53              
|12  16                                                                                                         |           | 185,000           | 6.41                | 12.78            |  | 167,000           | 12.57              
|16  20                                                                                                         |           | 919,270           | 7.47                | 17.44            |  | 538,562           | 17.43              
|20  26                                                                                                         |           | 543,245           | 8.54                | 24.62            |  | 216,850           | 24.53              
|                                                                                                                |           | 8,913,915         |                     |                  |  | 8,166,672         |                    

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 year:

|                               | 2008     | 2007     | 2006    
|------------------------------ | -------- | -------- | --------
|Expected dividends (per share) | Cdn$0.13 | Cdn$0.12 | Cdn$0.10
|Expected volatility            | 32.00%   | 35.00%   | 35.00%  
|Risk-free interest rate        | 3.98%    | 4.14%    | 3.92%   
|Expected life                  | 8 years  | 8 years  | 8 years 

The weighted average fair value of stock options granted in 2008 is Cdn$8.04 (Cdn$11.64 in 2007 and Cdn$8.65 in 2006).

For 2008, compensation cost charged to the consolidated statement of earnings amounts to $4.0 ($4.2 in 2007 and $3.8 in 2006).

Deferred Share Unit Plan

The Company has a Deferred Share Unit Plan for the benefit of its external directors allowing them, at their option, to receive all or a portion of their annual compensation and directors' fee in the form of Deferred Share Units (DSUs). A DSU
is a notional unit, equivalent in value to the Company's Class B share. Upon leaving the Board of Directors, participants are entitled to receive the payment of their cumulated DSUs either a) in the form of cash based on the price of the
Company's Class B shares as traded on the open market on the date of payment, or b) in Class B shares bought by the Company on the open market on behalf of the participant.

The DSU expense and the related liability are recorded at the grant date. The liability is adjusted periodically to reflect any variation in the market value of the Class B shares. As at April 27, 2008, the Company has a total of 37,101 DSUs
outstanding (30,027 as at April 29, 2007).

Alimentation Couche-Tard 22

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

20. Stock-based compensation and other stock-based payments (continued)

Share Appreciation Rights Plan

The Company has a Share Appreciation Rights Plan for officers and key employees of the Company. The amount payable to the participants is equal to the difference between the market value of the Company's Class B shares at exercise and its value
at the grant date and is payable in cash. The grant agreement describes the exercise period, the value of the shares at grant date and the duration of the plan for each participant. No share appreciation right have been granted as at April 27, 2008
and April 29, 2007.

21. Employee future benefits

The Company has a number of funded and unfunded defined benefit and defined contribution plans that provide retirement benefits to certain employees. Its defined benefit plans are based on years of service and on the average salaries of the five
year period preceding retirement.

Total cash payments for employee future benefits consist of cash contributed by the Company to its funded pension plans, cash payments directly to beneficiaries for its unfunded pension plans and cash contributed to its defined contribution plans
and amount to $4.3 for 2008 ($4.0 for 2007 and $3.3 for 2006).

Defined benefit plans

The Company measures its accrued benefit obligation and the fair value of plan assets for accounting purposes the last Sunday of April of each year. The most recent actuarial valuation of the pension plans for funding purposes was as at December 31,
2007 and the next required valuation will be as of December 31, 2010.

|Information about the Company's defined benefit plans, in aggregate, is as follows:                                            |        |       
|------------------------------------------------------------------------------------------------------------------------------ | ------ | ------
|                                                                                                                              
|                                                                                                                               | 2008   | 2007  
|                                                                                                                               | $      | $     
|Accrued benefit obligation                                                                                                     |        |       
|Balance, beginning of year                                                                                                     | 36.0   | 32.9  
|Current service cost                                                                                                           | 0.7    | 0.8   
|Interest cost                                                                                                                  | 2.1    | 1.8   
|Benefits paid                                                                                                                  | (2.2)  | (2.1) 
|Past service costs                                                                                                             | 2.3    | -     
|Actuarial (gains) losses                                                                                                       | (0.9)  | 2.5   
|Effect of exchange rate fluctuations                                                                                           | 3.6    | 0.1   
|Balance, end of year                                                                                                           | 41.6   | 36.0  
|                                                                                                                              
|                                                                                                                               | 2008   | 2007  
|                                                                                                                               | $      | $     
|Plans assets                                                                                                                   |        |       
|Fair value, beginning of year                                                                                                  | 23.0   | 22.9  
|Actual return on plans assets                                                                                                  | 0.3    | 1.7   
|Employer contributions                                                                                                         | 0.2    | -     
|Employees contributions                                                                                                        | 0.1    | 0.1   
|Benefits paid                                                                                                                  | (1.7)  | (1.6) 
|Effect of exchange rate fluctuations                                                                                           | 2.2    | (0.1) 
|Fair value, end of year                                                                                                        | 24.1   | 23.0  
|                                                                                                                              
|Reconciliation of the funded status of the benefit plans to the amount recorded in the consolidated financial statements:     
|                                                                                                                              
|                                                                                                                               | 2008   | 2007  
|                                                                                                                               | $      | $     
|Fair value of plans assets                                                                                                     | 24.1   | 23.0  
|Accrued benefit obligation                                                                                                     | 41.6   | 36.0  
|Funded status-plan deficit                                                                                                     | (17.5) | (13.0)
|Unamortized net actuarial loss                                                                                                 | 13.9   | 13.7  
|Unamortized transitional net asset                                                                                             | (1.7)  | (2.0) 
|Unamortized past service cost                                                                                                  | 3.6    | 1.4   
|Accrued benefit (liability) asset                                                                                              | (1.7)  | 0.1   
|                                                                                                                              
|As at April 27, 2008, the accrued benefit obligation for unfunded pension plans amounts to $18.8 ($13.5 as at April 29, 2007). |       
|                                                                                                                              
|The accrued benefit asset is included in the Company's balance sheets as follows:                                              |        |       
|                                                                                                                              
|                                                                                                                               | 2008   | 2007  
|                                                                                                                               | $      | $     
|Other assets                                                                                                                   | 8.7    | 8.3   
|Deferred credits and other liabilities                                                                                         | (10.4) | (8.2) 
|Accrued benefit (liability) asset                                                                                              | (1.7)  | 0.1   



Alimentation Couche-Tard 23

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                          |                     |                           
|----------------------------------------------------------------------------------- | ------------------- | --------------------------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006               |                     |                           
|(in millions of US dollars, except share and stock option data)                     |                     |                           
|                                                                                   
|                                                                                   
|21. Employee future benefits (continued)                                            |                     |                           
|                                                                                   
|As of the measurement date, plans assets consist of:                                |                     |                           
|                                                                                   
|                                                                                    |                     | Percentage of plans assets
|                                                                                    |                     | 2008                      
|                                                                                    |                     | %                         
|Assets category                                                                     |                     |                           
|Equity securities                                                                   |                     | 23.7                      
|Debt securities                                                                     |                     | 76.3                      
|Total                                                                               |                     | 100.0                     
|                                                                                   
|The Company's pension benefit expense for the year is determined as follows:        |                     |                           
|                                                                                   
|                                                                                    |                     |                           
|                                                                                    | Incurred during the | Adjustments               
|                                                                                    | year                | (a)                       
|                                                                                    | $                   | $                         
|Current service cost, net of employee contributions                                 | 0.6                 | -                         
|Interest cost                                                                       | 2.1                 | -                         
|Actual return on plan assets                                                        | (0.3)               | (1.2)                     
|Amortization of the net transitional asset                                          | -                   | (0.6)                     
|Net actuarial (gains) losses                                                        | (0.9)               | 2.3                       
|Past service cost                                                                   | 2.3                 | (2.0)                     
|Pension expense for the year                                                        | 3.8                 | (1.5)                     
|                                                                                   
|                                                                                    |                     |                           
|                                                                                    | Incurred during the | Adjustments               
|                                                                                    | year                | (a)                       
|                                                                                    | $                   | $                         
|Current service cost, net of employee contributions                                 | 0.7                 | -                         
|Interest cost                                                                       | 1.8                 | -                         
|Actual return on plan assets                                                        | (1.7)               | 0.2                       
|Amortization of the net transitional asset                                          | -                   | (0.5)                     
|Net actuarial losses                                                                | 2.6                 | (1.7)                     
|Past service cost                                                                   | -                   | 0.3                       
|Pension expense for the year                                                        | 3.4                 | (1.7)                     
|                                                                                   
|                                                                                    |                     |                           
|                                                                                    | Incurred during the | Adjustments               
|                                                                                    | year                | (a)                       
|                                                                                    | $                   | $                         
|Current service cost, net of employee contributions                                 | 0.6                 | -                         
|Interest cost                                                                       | 1.7                 | -                         
|Actual return on plan assets                                                        | (0.6)               | (0.9)                     
|Amortization of the net transitional asset                                          | -                   | (0.5)                     
|Net actuarial losses                                                                | -                   | 0.8                       
|Past service cost                                                                   | -                   | 0.3                       
|Pension expense for the year                                                        | 1.7                 | (0.3)                     
|                                                                                   
|(a) Adjustments to recognize the long-term nature of employee future benefit costs. |                     |                           

The significant weighted average actuarial assumptions which management considers the most likely to be used to determine the accrued benefit obligations and the pension expense are the following:

|Accrued benefit obligation:             |      |      |     
|--------------------------------------- | ---- | ---- | ----
|                                        | 2008 | 2007 | 2006
|                                        | %    | %    | %   
|Discount rate                           | 6.00 | 5.25 | 5.75
|Rate of compensation increase           | 4.00 | 4.00 | 4.00
|                                        |      |      |     
|Pension expense:                        |      |      |     
|                                        | 2008 | 2007 | 2006
|                                        | %    | %    | %   
|Discount rate                           | 5.25 | 5.75 | 5.75
|Expected rate of return on plans assets | 6.00 | 7.00 | 7.00
|Rate of compensation increase           | 4.00 | 4.00 | 4.00
|                                       
|Defined contribution plans              |      |      |     

The Company's total pension expense under its defined contribution plans for the year 2008 is $3.8 ($3.5 in 2007 and $2.8 in 2006).

Alimentation Couche-Tard 24

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

21. Employee future benefits (continued)
Deferred compensation plan  United States operations

The Company sponsors a deferred compensation plan that allows certain employees in its U.S. operations to defer up to 25.0% of their base salary and 100.0% of their cash bonuses for any given year. Interest accrues on the deferral and amounts due to
the participants are generally payable on retirement, except in certain limited circumstances. Obligations under this plan amount to $7.5 as at April 27, 2008 ($6.5 as at April 29, 2007) and are included in Deferred credits and other
liabilities.

22. Environmental costs

The Company is subject to Canadian and U.S. legislations governing the storage, handling and sale of motor fuel and related products. The Company considers that it is compliant with all important aspects of the current environmental
legislations.

The Company has an on-going training program for its employees on environmental issues which includes preventive site testing and site restoration in cooperation with regulatory authorities. The Company also examines its motor fuel equipment
annually.

In all U.S. states in which the Company operates, except Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a trust fund to cover the cost of certain rehabilitation and removing of motor fuel tanks. These state funds provide
insurance for motor fuel facilities operations to cover the cost of cleaning up damages to the environment caused by the usage of underground motor fuel equipment. Underground motor fuel storage tank registration fees and a motor fuel tax in each of
the states, finance the trust funds. The Company pays the registration fees and remits the sales taxes to the states where it is a member of the trust fund. Insurance coverage is different in the various states.

In order to provide for the above-mentioned restoration costs, the Company has recorded a $20.7 provision for environmental costs as at April 27, 2008 ($27.5 as at April 29, 2007). Of this amount, $10.0 ($9.0 as at April 29, 2007) is
included in Accounts payable and accrued liabilities and the remainder is included in Deferred credits and other liabilities. Furthermore, the Company has recorded an amount of $17.7 for environmental costs receivable as at April 27, 2008
($23.3 as at April 29, 2007), of which $2.8 ($2.6 as at April 29, 2007) is included in Accounts receivable, the remainder being included in Other assets.

23. Financial instruments and capital risk management

Financial risk management objectives and policies

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

Foreign exchange risk

One of the Company's subsidiaries, having the Canadian dollar as its functional currency, holds certain US dollar dominated debt and investment in self-sustaining U.S. foreign operations, which are exposed to variations between the Canadian and
US dollar exchange rate. To mitigate the foreign currency translation risk, the Company has designated its entire US dollar denominated long-term debt as a foreign exchange hedge of its net investment in its U.S. self-sustaining foreign operations.
Accordingly, foreign exchange gains and losses are recorded in Other comprehensive income.

As at April 27, 2008, everything else being equal, an hypothetical strengthening (weakening) of 5.0% of the U.S. dollar against the Canadian dollar would have had a favorable (unfavorable) impact of $44.9 on Other comprehensive income.

Interest rate risk

The Company is exposed to interest rate risk through its long-term debt. The Company's policy is to maintain most of its borrowings in variable rate instruments using interest rate swaps when necessary.

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

|The amounts outstanding at year end are as follows: |           |                |            |                
|--------------------------------------------------- | --------- | -------------- | ---------- | ---------------
|                                                   
|Maturity (a)                                        | Reference | Pays/receives  | Fixed rate | Variable rate  
|                                                    | $         |                | %          |                
|December 2013                                       | 100.0     | pays variable  | 7.5        | LIBOR six month
|                                                    |           | receives fixed |            | plus 3.03%     
|December 2013                                       | 100.0     | pays variable  | 7.5        | LIBOR six month
|                                                    |           | receives fixed |            | plus 2.98%     
|December 2013                                       | 150.0     | pays variable  | 7.5        | LIBOR six month
|                                                    |           | receives fixed |            | plus 2.89%     

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

Alimentation Couche-Tard 25

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

23. Financial instruments and capital risk management (continued)

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

Credit risk

The Company is exposed to credit risk with respect to Trade accounts receivable and vendor rebates receivable, Credit and debit cards receivable and interest rate swaps.

Credit risk related to Trade accounts receivable and vendor rebates receivable is limited considering the nature of the Company's activities and its counterparties. Concentration of credit risk is minimal because of the Company's
diversified clientele, products and geography. As at April 27, 2008, no single creditor accounted for over 10.0% of total Trade accounts receivable and vendor rebates receivable and the related maximum credit risk exposure corresponds to their
carrying amount.

The Company mitigates the credit risk related to Credit and debit cards receivable by dealing with major financial institutions that have very low or minimal credit risk. As at April 27, 2008, the maximum credit risk exposure related to Credit and
debit cards receivable corresponds to their carrying amount.

The Company is exposed to credit risk arising from interest rate swaps when these swaps result in a receivable from the financial institutions. In accordance with its risk management policy, the Company has entered into these swaps with major
financial institutions to reduce such credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting its obligations associated with financial liabilities. The Company is exposed to this risk mainly through its Long-term debt and Accounts payable and accrued
expenses. The Company's liquidity is mainly provided by cash flows from operating activities, borrowings available under its revolving credit facilities as well as potential sale and leaseback transactions.

On an on-going basis, the Company monitors rolling forecasts of its liquidity reserve on the basis of expected cash flows taking into account operating needs, tax situation and capital requirements and ensures to have sufficient flexibility under
its available liquidity resources to meet its obligations.

Accounts payable and accrued expenses of $618.0 mature within a period of one year or less. The Company's long-term debt maturities have been disclosed in Note 17.

Fair values

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

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

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

- The fair value of Cash and cash equivalents, Trade accounts receivable and vendor rebates receivable, Credit and debit cards receivable, receivable related to interest rate swaps and Accounts payable and accrued liabilities is comparable to their
carrying amount, given the short maturity periods;
- the fair value of the Subordinated unsecured debt has been estimated based on the discounted cash flows of the debt at the Company's estimated incremental borrowing rates for debt of the same remaining maturities;
- there is no significant difference between the fair value and the carrying amount of other Long-term debt given that the largest loans bear interest at a variable rate;
- the fair value of the interest rate swaps is estimated by obtaining quotes (marked to market) from the Company's banks. The quoted prices generally reflect the estimated amount that the Company would receive (favourable) or pay (unfavourable)
to settle these agreements at the reporting date.

Alimentation Couche-Tard 26

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

23. Financial instruments and capital risk management (continued)

Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. The Company's capital is comprised of total Shareholders' equity and net interest bearing debt. Net interest bearing debt refers to Long-term debt and its current portion, net of Cash and cash
equivalents and temporary investments, if any.

In order to maintain or adjust the capital structure, the Company may issue new shares, redeem shares, sell assets to reduce debt or adjust the amount of dividends paid to shareholders.

In its capital structure, the Company considers its stock option, deferred share unit and share appreciation rights plans. The Company's stock redemption plan is also one of the tools the Company uses to achieve its objectives.

Consistent with others in the industry, the Company monitors capital on the basis of the net interest bearing debt to total capitalization ratio (the ratio) and also monitors its credit ratings as determined by third parties. As at the balance sheet
date, the ratio was as follows:

|                                                        | 2008    | 2007   
|------------------------------------------------------- | ------- | -------
|                                                        | $       | $      
|Current portion of long-term debt                       | 1.2     | 0.5    
|Long-term debt                                          | 841.0   | 869.5  
|Cash and cash equivalents                               | 216.0   | 141.7  
|Net interest bearing debt                               | 626.2   | 728.3  
|                                                        |         |        
|Shareholders' equity                                    | 1,253.7 | 1,145.4
|Net interest bearing debt                               | 626.2   | 728.3  
|Total capitalization                                    | 1,879.9 | 1,873.7
|                                                        |         |        
|Net interest bearing debt to total capitalization ratio | 33.3%   | 38.9%  

The decrease in the net interest bearing debt to total capitalization ratio resulted primarily from the increase in shareholder's equity and cash and cash equivalents and from the decrease in Long-term debt.

The decrease in the net interest bearing debt to total capitalization ratio resulted primarily from the increase in shareholder's equity and cash and cash equivalents and from the decrease in Long-term debt.

Under its Term revolving unsecured operating credit, the Company must meet the following ratios on a consolidated basis:

- a leverage ratio, which is the ratio of total debt less cash and cash equivalents to EBITDA for the four most recent quarters. EBITDA (Earning Before Interests, Taxes, Depreciation and Amortization) is a non-GAAP measure.
- a fixed charge coverage
ratio, which is the ratio of EBITDAR for the four most recent quarters to the total interest expense and the rent payments in the same periods. EBITDAR is a non-GAAP measure and is calculated as EBITDA plus rent expense.

The Company is in compliance with these covenants and monitors them on an ongoing basis.

The Company is not subject to any other significant externally imposed capital requirement.

24. Contractual obligations

Minimum lease payments

As at April 27, 2008, the Company has entered into lease agreements expiring on various dates until 2031 which call for aggregate minimum lease payments of $1,397.6 in the United States and of Cdn$406.9 in Canada for the rental of commercial
space, equipment and a warehouse. Several of these leases contain renewal options and certain sites are subleased to franchise-holders. The minimum lease payments for the next fiscal years are as follows:

United States
	Canada$
	Cdn$2009
	129.2
	68.52010
	123.1
	56.32011
	115.9
	47.02012
	110.7
	38.62013
	103.3
	31.12014 and thereafter
	815.4
	165.4


Alimentation Couche-Tard 27

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

24. Contractual obligations (continued)
Purchase commitments

The Company has concluded agreements to acquire, during the next fiscal years, franchise rights and equipment which call for aggregate payments of Cdn$4.4. The minimum payments for the next fiscal years are Cdn$1.6 in 2009 and Cdn$0.7 in
2010, 2011, 2012 and 2013.

Moreover, the Company has entered into various products purchase agreements that require it to purchase minimum amounts or quantities of merchandise and motor fuel annually. The Company has generally exceeded such minimum requirements in the past
and expects to continue doing so for the foreseeable future. Failure to satisfy the minimum purchase requirements could result in termination of the contracts, change in pricing of the products, payments to the applicable providers of a
predetermined percentage of the commitments and repayments of a portion of rebates received.

25. Contingencies and guarantees

Contingencies

Various claims and legal proceedings have been initiated against the Company in the normal course of its operations. In management's opinion, these claims and proceedings are unfounded. Management estimates that any payments resulting from their
outcome are not likely to have a substantial negative impact on the Company's results and financial position.

Guarantees

Sub-lease agreements

The Company entered into a number of agreements to sub-lease premises to third parties. Under some of these agreements, the Company retains ultimate responsibility to the landlord for payment of amounts under the lease agreements should the
sub-lessees fail to pay. The total future lease payments under such agreements are approximately $0.7. Historically, the Company has not made any significant payments in connection with these indemnification provisions.

Other indemnification agreements

In the normal course of its business, the Company provides indemnifications which vary in duration and given the nature of these indemnifications, the Company is unable to reasonably estimate its maximum potential liability payable to third parties.
Historically, the Company has not made any significant payments in connection with these indemnification provisions.

Alimentation Couche-Tard 28

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

26. Segmented information

The Company operates convenience stores in the United States and 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.

|Information on the principal revenue classes as well as geographic information is as follows: |          |         |          |        
|--------------------------------------------------------------------------------------------- | -------- | ------- | -------- | -------
|                                                                                             
|                                                                                              |          |         | 2008     |        
|                                                                                              | U.S.     | Canada  | Total    | U.S.   
|                                                                                              | $        | $       | $        | $      
|External customer revenues(a)                                                                 |          |         |          |        
|Merchandise and services                                                                      | 3,476.3  | 1,724.4 | 5,200.7  | 3,116.6
|Motor fuel                                                                                    | 8,891.6  | 1,277.7 | 10,169.3 | 6,514.6
|                                                                                              | 12,367.9 | 3,002.1 | 15,370.0 | 9,631.2
|                                                                                              |          |         |          |        
|Gross profit                                                                                  |          |         |          |        
|Merchandise and services                                                                      | 1,146.5  | 601.1   | 1,747.6  | 1,046.9
|Motor fuel                                                                                    | 393.9    | 82.0    | 475.9    | 372.1  
|                                                                                              | 1,540.4  | 683.1   | 2,223.5  | 1,419.0
|                                                                                              |          |         |          |        
|Property and equipment and goodwill (a)                                                       | 1,643.2  | 507.7   | 2,150.9  | 1,572.0
|                                                                                             
|                                                                                             
|                                                                                              |          |         |          |        
|                                                                                              |          |         |          | U.S.   
|                                                                                              |          |         |          | $      
|External customer revenues(a)                                                                 |          |         |          |        
|Merchandise and services                                                                      |          |         |          | 2,812.0
|Motor fuel                                                                                    |          |         |          | 5,044.9
|                                                                                              |          |         |          | 7,856.9
|                                                                                             
|Gross profit                                                                                  |          |         |          |        
|Merchandise and services                                                                      |          |         |          | 932.3  
|Motor fuel                                                                                    |          |         |          | 312.5  
|                                                                                              |          |         |          | 1,244.8
|                                                                                             
|Property and equipment and goodwill (a)                                                       |          |         |          | 795.7  

|    |                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.
|   

27. Subsequent events

On June 13, 2008, the Company entered into a new credit agreement consisting of a revolving unsecured credit facility of a maximum amount of $310.0 with an initial maturity, terms and conditions similar to those of the other facility the Company
already had as at April 27, 2008 as described in Note 17a).

On May 8, 2008, the Company announced the expansion of its existing agreement with Irving Oil Limited to include 252 Irving Oil convenience retail sites across Atlantic Canada and New England. The 252 convenience stores would be operated by
Couche-Tard. Of these stores, 128 are located in New Brunswick, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island. The other 124 stores are located in Maine, New Hampshire, Massachusetts and Vermont. The transaction is anticipated to
close in July and is subject to standard regulatory approval and closing conditions.

On April 30, 2008, the Company signed an agreement to acquire 83 stores in the St. Louis Missouri area and nearby central Illinois area from Spirit Energy, L.L.C. 69 stores are company-operated and 14 are operated as dealers. The transaction is
anticipated to close in July and is subject to standard regulatory approval and closing conditions.

On April 29, 2008, the Company acquired, from Speedway Superamerica LLC, 15 corporate stores. These stores are operating under the Speedway banner in central Illinois, United States.

Alimentation Couche-Tard 29

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

28. Reconciliation of Canadian and United States Generally Accepted Accounting Principles

The consolidated financial statements have been prepared in accordance with Canadian GAAP, which differ in certain material respects from those principles and practices that the Company would have followed had its consolidated financial statements
been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP).

The material differences between Canadian and U.S. GAAP affecting the Company's consolidated financial statements are detailed as follows:

|A. Consolidated financial statements                                     |       |       |             
|------------------------------------------------------------------------ | ----- | ----- | ------------
|                                                                        
|Consolidated Statements of Earnings                                      |       |       |             
|                                                                        
|                                                                         |       |       | 2006        
|                                                                         | 2008  | 2007  | restated (e)
|                                                                         |       | $     | $           
|Net earnings in accordance with Canadian GAAP                            | 189.3 | 196.4 | 196.2       
|                                                                         |       |       |             
|Adjustments with respect to                                              |       |       |             
|Sale and leaseback transactions (d)                                      | (7.2) | (5.6) | (5.7)       
|Loss on subleases (h)                                                    | 0.3   | (1.5) | -           
|Stock-based compensation (e)                                             | -     | -     | (2.0)       
|Deferred charges and other assets (f)                                    | 0.3   | 0.3   | 0.3         
|Tax effect of the above adjustments                                      | 2.7   | 2.8   | 2.3         
|Adjustment to net earnings in accordance with U.S. GAAP                  | (3.9) | (4.0) | (5.1)       
|Net earnings in accordance with U.S. GAAP                                | 185.4 | 192.4 | 191.1       
|                                                                         |       |       |             
|Net earnings per share in accordance with U.S. GAAP (e)                  |       |       |             
|Basic                                                                    | 0.92  | 0.95  | 0.95        
|Diluted                                                                  | 0.90  | 0.92  | 0.92        
|                                                                        
|Consolidated Statements of Comprehensive Income                          |       |       |             
|                                                                        
|                                                                        
|                                                                         |       |       | 2006        
|                                                                         | 2008  | 2007  | restated (e)
|                                                                         | $     | $     | $           
|Net earnings in accordance with U.S. GAAP                                | 185.4 | 192.4 | 191.1       
|Other comprehensive income in accordance with Canadian GAAP              | 16.1  | (2.8) | 41.3        
|Cumulative translation adjustments arising from adjustments under        |       |       |             
|U.S. GAAP (c)(f) (g)                                                     | (0.7) | 0.2   | (0.1)       
|Accrued pension liability (net of tax recovery of $0.2 in 2008) (c)      | (1.6) | -     | -           
|Minimum pension liability (net of tax of $0.4 in 2007, $0.1 in 2006) (c) | -     | (0.8) | 0.3         
|Other comprehensive income in accordance with U.S. GAAP                  | 13.8  | (3.4) | 41.5        
|Comprehensive income in accordance with U.S. GAAP                        | 199.2 | 189.0 | 232.6       

Alimentation Couche-Tard 30

---



|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                           |     |          |            
|---------------------------------------------------------------------------------------------------- | --- | -------- | -----------
|For the years ended April 27, 2008, April 29, 2007 and April 30, 2006                                |     |          |            
|(in millions of US dollars, except share and stock option data)                                      |     |          |            
|                                                                                                    
|                                                                                                    
|28. Reconciliation of Canadian and United States Generally Accepted Accounting Principles(continued) |    
|                                                                                                    
|Consolidated Balance Sheets                                                                          |     |          |            
|                                                                                                    
|                                                                                                    
|                                                                                                     |     |          |            
|                                                                                                     |     | Canadian |            
|                                                                                                     | Ref | GAAP     | Adjustments
|                                                                                                     |     | $        |            
|ASSETS                                                                                               |     |          |            
|Short-term future income taxes                                                                       | c)  | 24.7     | 0.2        
|Property and equipment                                                                               | d)  | 1,748.3  | 157.0      
|                                                                                                     | f)  |          | (4.0)      
|Goodwill                                                                                             | g)  | 402.6    | (0.6)      
|Other assets                                                                                         | b)  | 53.3     | 11.5       
|                                                                                                     | c)  |          | (7.4)      
|                                                                                                     | f)  |          | (0.3)      
|Long-term future income taxes                                                                        | d)  | 0.9      | 17.3       
|                                                                                                     | c)  |          | 2.4        
|                                                                                                     | h)  |          | 0.5        
|                                                                                                     |     |          |            
|LIABILITIES                                                                                          |     |          |            
|Accounts payable and accrued                                                                         |     |          |            
|liabilities                                                                                          | c)  | 842.7    | 0.5        
|Long-term debt                                                                                       | d)  | 841.0    | 264.7      
|                                                                                                     | b)  |          | 11.5       
|                                                                                                     | a)  |          | -          
|Deferred credits and other liabilities                                                               | d)  | 253.8    | (67.2)     
|                                                                                                     | c)  |          | 7.9        
|                                                                                                     | h)  |          | 1.2        
|                                                                                                     | a)  |          | -          
|Long-term future income taxes                                                                        | f)  | 109.6    | (1.2)      
|                                                                                                     | c)  |          | (2.3)      
|                                                                                                     |     |          |            
|SHAREHOLDERS' EQUITY                                                                                 |     |          |            
|Capital stock                                                                                        | e)  | 348.8    | 7.4        
|                                                                                                     | i)  |          | (4.9)      
|Contributed surplus                                                                                  | e)  | 15.6     | 14.7       
|Retained earnings                                                                                    | d)  | 775.0    | (23.2)     
|                                                                                                     | e)  |          | (22.1)     
|                                                                                                     | i)  |          | 4.9        
|                                                                                                     | c)  |          | (0.9)      
|                                                                                                     | f)  |          | (2.5)      
|                                                                                                     | g)  |          | (0.8)      
|                                                                                                     | h)  |          | (0.7)      
|Accumulated other comprehensive                                                                      |     |          |            
|income                                                                                               | c)  | 114.3    | (10.0)     
|                                                                                                     | f)  |          | (0.6)      
|                                                                                                     | g)  |          | 0.2        

a) Derivative financial instruments

On April 30, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities. These standards require all derivative financial instruments to be recorded on the balance sheet at their fair value. Changes in a derivative's fair value are recognized in the current period's earnings unless
certain hedge accounting criteria are satisfied.

The Company uses interest rate swaps and designated those derivatives as fair value hedges of its Subordinated unsecured debt (the hedged item). Since the hedge accounting criteria are satisfied, the change in the fair value of the interest rate
swaps is offset in the consolidated earnings against the change in the fair value of the hedged item. In the consolidated balance sheet, the interest rate swaps are recorded at fair value and a corresponding adjustment is made to the hedged
item.

Prior to the adoption of the new accounting standards, described in Note 3, the Company did not record the fair value of the interest rate swaps on the consolidated balance sheet under Canadian GAAP.

b) Deferred financing fees

Under Canadian GAAP, financing costs pertaining to the Company's Subordinated Unsecured Debt are deducted from the amount of the related debt. Under US GAAP, financing costs are deferred under Other assets (Note 3).

Alimentation Couche-Tard 31

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

28. Reconciliation of Canadian and United States Generally Accepted Accounting Principles (continued)

c) Pension expense

On April 29, 2007, the Company adopted prospectively SFAS No. 158, Accounting for defined benefits plans and other post-retirement benefits- an amendment of FASB Statements No. 87, 88 106 and 132 (R). This standard requires an employer
to recognize the over-funded or under-funded status of defined benefit post-retirement plans as assets or liability in its balance sheet and to recognize changes in that status in the year in which the change occurs through Other comprehensive
income. The standard does not change the accounting for Company's defined contribution plans. The Company currently measures its plan assets and benefit obligations at the end of each fiscal year.

Until the adoption of SFAS 158, the provision of SFAS 87, Employers' Accounting for Pensions required the Company to record an additional minimum pension liability for plans where the accumulated benefit obligation exceeded plan
assets' fair value. With regards to these plans, an intangible asset was recorded up to the extent of unrecognized past service costs. The balance was recorded net of income tax in Other comprehensive income. There were no such
requirements under Canadian GAAP. During 2007, the transition provision of SFAS No. 158 required the presentation of the minimum liability adjustment. In 2008, this is no longer required.

The following tables present the application of SFAS No. 158 on individual line items in the consolidated balance sheets as at April 27, 2008 and April 29, 2007:

|                                                       |          | 2008        |        
|------------------------------------------------------ | -------- | ----------- | -------
|                                                      
|                                                       | Canadian | SFAS 158    |        
|                                                       | GAAP     | adjustments | US GAAP
|                                                       | $        | $           | $      
|Short-term future income                               |          |             |        
|taxes                                                  | -        | 0.2         | 0.2    
|Other assets                                           | 8.7      | (7.4)       | 1.3    
|Long-term future income                                |          |             |        
|taxes                                                  | 3.2      | 2.4         | 5.6    
|Total assets adjustments                               |          | (4.8)       |        
|                                                       |          |             |        
|Accounts payable and                                   |          |             |        
|accrued liabilities                                    | -        | 0.5         | 0.5    
|Deferred credits and other                             |          |             |        
|liabilities                                            | 10.4     | 7.9         | 18.3   
|Long-term future income                                |          |             |        
|taxes                                                  | 2.7      | (2.3)       | 0.4    
|Retained earnings                                      | -        | (0.9)       | (0.9)  
|Accumulated other                                      |          |             |        
|comprehensive income                                   | -        | (10.0)      | (10.0) 
|Total liabilities and shareholders' equity adjustments |          | (4.8)       |        

Alimentation Couche-Tard 32

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

28. Reconciliation of Canadian and United States Generally Accepted Accounting Principles (continued)

|c) Pension expense (continued)             |               |   |                   |   |             |  |        
|------------------------------------------ | ------------- | - | ----------------- | - | ----------- |  | -------
|                                          
|                                          
|                                          
|                                           | 2007         
|                                           |               |   | Minimum liability |   | SFAS 158    |  |        
|                                           | Canadian GAAP |   | adjustments       |   | adjustments |  | US GAAP
|                                           | $             | $ |                   | $ | $          
|Short-term future income                   |               |   |                   |   |             |  |        
|taxes                                      | -             |   | -                 |   | 0.2         |  | 0.2    
|Other assets                               | 8.2           |   | (0.1)             |   | (7.6)       |  | 0.5    
|Long-term future income                    |               |   |                   |   |             |  |        
|taxes                                      | 2.6           |   | 1.3               |   | 0.3         |  | 4.2    
|Total assets adjustments                   |               |   | 1.2               |   | (7.1)       |  |        
|                                          
|Accounts payable and                       |               |   |                   |   |             |  |        
|accrued liabilities                        | -             |   | -                 |   | 0.5         |  | 0.5    
|Deferred credits and other                 |               |   |                   |   |             |  |        
|liabilities                                | 8.1           |   | 3.9               |   | 1.0         |  | 13.0   
|Long-term future income                    |               |   |                   |   |             |  |        
|taxes                                      | 2.7           |   | -                 |   | (2.5)       |  | 0.2    
|Retained earnings                          | -             |   | (0.9)             |   | -           |  | (0.9)  
|Accumulated other                          |               |   |                   |   |             |  |        
|comprehensive income                       | -             |   | (1.8)             |   | (6.1)       |  | (7.9)  
|Total liabilities and shareholders' equity |               |   |                   |   |             |  |        
|adjustments                                |               |   | 1.2               |   | (7.1)       |  |        

d) Sale and leaseback transactions

Under Canadian GAAP, certain leases concluded in conjunction with sale and leaseback transactions have been afforded operating lease treatment and the gain on sale is deferred and amortized over the term of the lease. Under U.S. GAAP, these
transactions in which the Company has a continuing involvement in the underlying assets have been accounted for under the financing method. Under this method, the Company records the sale proceeds as a liability, recognizes interest expense, and
continues to record and amortize the related assets. The accounting for the sale and leaseback transactions under the financing method will continue until the Company's continuing involvement in the related assets ceases. Consequently, under
U.S. GAAP, no gain is recorded on these transactions.

e) Stock-based compensation

On May 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment. This standard amends SFAS No. 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board (APB) Opinion No. 25. The
principal amendments relate to the requirement to use a fair value based method to measure and record stock-based compensation at fair value. The Company adopted this new recommendation on a modified retroactive basis and adopted the straight-line
method for the recognition of the compensation cost over the requisite service period. Under both Canadian and U.S. GAAP, the fair value of the stock options granted is estimated at the grant date using the Black & Scholes option pricing. On May
1, 2006, the impact of those changes resulted in a $10.4 decrease of Accounts payable and accrued liabilities, a $4.1 increase in Capital stock, a $15.4 increase in Contributed surplus, a $12.2 decrease in Retained Earnings and a
decrease in Accumulated other comprehensive income of $3.1. Consequently, diluted net earnings per share decreased by $0.01 in 2006.

Prior to the adoption of SFAS No. 123(R), the Company followed the intrinsic value method of accounting for stock-based compensation arrangements, as provided for in APB Opinion No. 25. For the period between September 1999 and April 2002, grants of
options under one of the existing employee stock option plans were accompanied by stock appreciation rights (SARs) whereby participants could choose to exercise a SAR instead of the corresponding option. In such cases, the participants received a
cash payment equal to the difference between the closing price of Class B shares on the day immediately preceding the day of exercise and the exercise price of the option. Under the intrinsic value method, such a plan resulted in a liability and
required measurement of compensation expense which assumes that all participants will exercise the SARs. In April 2002, the Company cancelled the SARs. Prior to this cancellation, the periodic change in the value of the SARs was included in
consolidated earnings. Options that were granted prior to September 1999 and after April 2002 had an exercise price equal to the market price at the date of the grant; therefore, no compensation cost has been charged to earnings. The vesting period
of the SARs ended in April 2006. Under Canadian GAAP, no amount was recognized for stock options granted prior to April 26, 2004 upon issuance and any consideration received when participants exercised their options was credited to capital
stock.

Starting April 26, 2004, the Company began recording stock-based compensation costs which are measured at the grant date of the award based on the fair value method and recognized in consolidated earnings over the related service period.

Alimentation Couche-Tard 33

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 27, 2008, April 29, 2007 and April 30, 2006

(in millions of US dollars, except share and stock option data)

28. Reconciliation of Canadian and United States Generally Accepted Accounting Principles (continued)

e) Stock-based compensation (continued)

Following the adoption of SFAS No. 123 (R), Share-Based Payment, the dilutive effect of stock options under U.S. GAAP was restated in 2006, because there is no more difference between Canadian and U.S. GAAP. Accordingly, the dilutive
effect presented in Note 8 is used for calculation of Net earnings per share under U.S. GAAP.

f) Deferred charges and other assets

Under Canadian GAAP, certain development expenses are deferred and amortized as part of Other assets or Property and equipment over a period of five to seven years. Under U.S. GAAP, those costs are charged to consolidated earnings as incurred.

Certain amounts relate to the Canadian and corporate operations. Accordingly, a corresponding adjustment is recorded to Other comprehensive income as described in Note 3.

g) Supplier rebates and other supplier payments

On January 30, 2004, the Company applied EIC-144, Accounting by a Customer (Including a Reseller) for Certain Consideration Received From a Vendor, both early and retroactively. Consequently, prior years financial statements, purchase
price allocation and related goodwill have been restated. This new standard was applicable for all existing arrangements.

For U.S. GAAP purposes, effective January 1, 2003, the Company adopted the provisions of EITF No. 02-16, Accounting by a Customer Including a Reseller for Certain Consideration Received from a Vendor. Under such provisions, the
cumulative effect of the change in accounting policy has been included in the statement of earnings during the year of adoption of the accounting policy. This new standard was applicable to new arrangements entered into after December 31, 2002. The
fact that, under U.S. GAAP, some agreements were excluded from the scope of EITF No. 02-16, generated a permanent adjustment to goodwill.

Certain amounts relate to the Canadian and corporate operations. Accordingly, a corresponding adjustment is recorded to Other comprehensive income as described in Note 3.

h) Loss on subleases not involving an exiting activity

Under U.S. GAAP, regardless of whether a company is exiting an activity, the FASB Technical Bulletin 79-15 requires the Company's recognition of a liability and a corresponding change if costs are expected to be incurred in excess of revenue on
an operating sublease. There is no such specific requirement under Canadian GAAP.

i) Share issue expenses

Under Canadian GAAP, share issue expenses net of future income taxes are presented as a reduction of Retained earnings. Under U.S. GAAP, these expenses are presented as a reduction of Capital stock.

j) Income taxes

On April 30, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109. FIN 48 clarifies the
accounting for income taxes by prescribing a minimum threshold of a tax position that is required to be met before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties
and accounting in interim periods as well as expended disclosure requirements with respect to uncertainty in income taxes. The implementation of these recommendations did not have any material impact on the Company's consolidated financial
statements.

B.
Accounting pronouncements not yet implemented

U.S. GAAP

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.157). SFAS No. 157 establishes a common definition for fair value to be applied to U.S. GAAP standards that require use of fair value. It also establishes
a framework for measuring the fair value and expands disclosure about such fair value measurement. The Company is currently evaluating SFAS No. 157 to determine the impact on its consolidated results of operations and financial position. The Company
will adopt these recommendations on April 28, 2008.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No.
159 provides companies with the option to measure many financial instruments and certain other items at fair value at specified election dates. SFAS No. 159 will be effective beginning February 1, 2008. The Company does not expect to elect the fair
value option for eligible items.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), Business Combinations (SFAS No. 141(R)). SFAS No. 141(R) replaces SFAS No. 141, Business Combinations, but retains the requirement that
the purchase method of accounting for acquisitions be used for all business combinations. SFAS No. 141(R) better defines the acquirer and the acquisition date in a business combination, establishes principles for recognizing and measuring the assets
acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business and requires expanded disclosures from those previously required by SFAS No. 141. In addition SFAS No. 141(R) requires acquisition
costs be expensed as incurred. SFAS No. 141(R) also requires that, from the date of adoption of SFAS No. 141(R), any change in valuation allowance or uncertain tax position related to an acquired business, irrespective of the acquisition date, shall
be recorded as an adjustment to income tax expense and not as an adjustment to goodwill as had previously been required under SFAS No. 141. SFAS No. 141(R) will be effective for all business combinations with an acquisition date on or after February
1, 2009, and early adoption is not permitted. The Company is currently evaluating the impact SFAS No. 141(R) will have on the its consolidated financial statements.

Alimentation Couche-Tard 34

---

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.

Undertaking

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when required to do so by
the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.

B.

Consent to Service of Process

The Registrant has previously filed
with the Commission a Form F-X.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

|July 15, 2008 | By: /s/ Sylvain
    Aubry         
|------------- | ----------------------------------
|              |                                   
|              |                                   
|              | Sylvain Aubry                     
|              | Senior Director, Legal Affairs and
|              | Corporate Secretary               

EXHIBIT INDEX

|Number |  | Document                                                                                                                                                          
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                   
|99.1   |  | Consent of Raymond Chabot Grant
    Thornton, LLP.                                                                                                                
|       |  |                                                                                                                                                                   
|99.2   |  | Certification pursuant to Rule
    13a-14 or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002 (Alain Bouchard)
|       |  |                                                                                                                                                                   
|99.3   |  | Certification pursuant to Rule
    13a-14 or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002 (Richard Fortin)
|       |  |                                                                                                                                                                   
|99.4   |  | Certification pursuant to Title
    18, United States Code, Section 1350 as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002 (Alain Bouchard)
|       |  |                                                                                                                                                                   
|99.5   |  | Certification pursuant to Title
    18, United States Code, Section 1350 as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002 (Richard Fortin)



---





| |  | Raymond Chabot Grant Thornton LLP 
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    Montréal, Québec H38 4L8
    Telephone: 514-878-2691
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| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated June 13, 2008, with respect
to the consolidated financial statements and internal control over financial
reporting included in the Annual Report of Alimentation Couche-Tard Inc. on Form
40-F for the year ended April 27, 2008. We consent to the use of the
aforementioned reports in the Annual Report on Form 40-F.



Chartered Accountants

Montreal. Canada 
July 15, 2008

Chattered Accountants 
Member of Grant Thornton International ltd.

---



Certification of the Chairman of the Board, President and
Chief Executive Officer 
Pursuant to Rule 13a-14 Or 15d-14 of The Exchange Act, 
As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Alain Bouchard, certify that:

1.

I have reviewed
this Annual Report on Form 40-F of Alimentation Couche-Tard Inc.;

2.

Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;

3.

Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer as of, and for, the periods
presented in this report;

4.

The issuer's
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a)

Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;



Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;



Evaluated the effectiveness of the issuer's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

(d)

Disclosed in this report any change in the issuer's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
issuer's internal control over financial reporting; and

5.

The issuer's
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuer's
auditors and the audit committee of the issuer's board of directors (or persons
performing the equivalent functions):

(a)

All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the issuer's ability to record, process, summarize and report financial
information; and

(b)

Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the issuer's internal control over financial reporting.

|DATED the 15th day of July, 2008. | (s) Alain Bouchard
|--------------------------------- | ------------------
|                                  | Name:             
|                                  | Title:            
|                                  |                   



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Certification of the Executive Vice-President and Chief
Financial Officer 
Pursuant to Rule 13a-14 Or 15d-14 of The Exchange Act, 
As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Richard Fortin, certify that:

1.

I have reviewed
this Annual Report on Form 40-F of Alimentation Couche-Tard Inc.;

2.

Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;

3.

Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer as of, and for, the periods
presented in this report;

4.

The issuer's
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a)

Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;

(b)

Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;

(c)

Evaluated the
effectiveness of the issuer's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report
based on such evaluation; and

(d)

Disclosed in
this report any change in the issuer's internal control over financial reporting
that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the issuer's internal
control over financial reporting; and

5.

The issuer's
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuer's
auditors and the audit committee of the issuer's board of directors (or persons
performing the equivalent functions):

(a)

All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the issuer's ability to record, process, summarize and report financial
information; and

(b)

Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the issuer's internal control over financial reporting.

|DATED the 15th day of July, 2008. | (s) Richard Fortin
|--------------------------------- | ------------------
|                                  | Name:             
|                                  | Title:            
|                                  |                   



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SOA Section 906 Certification

CERTIFICATION

Pursuant to 18 U.S.C.
§ 1350, the undersigned officer of Alimentation Couche-Tard Inc. (the
"Company"), hereby certifies, to such officer's knowledge, that the Company's
Annual Report on Form 40-F for the year ended April 27, 2008 (the "Report")
fully complies with the requirements of § 13(a) or § 15(d), as applicable, of
the Securities Exchange Act of 1934 and that the information contained in
the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

DATED the 15th day of July,
2008.

(s)Alain BouchardName: Alain BouchardTitle:
      Chairman of the Board, Presidentand Chief Executive Officer




---

SOA Section 906 Certification

CERTIFICATION

Pursuant to 18 U.S.C.
§ 1350, the undersigned officer of Alimentation Couche-Tard Inc. (the
"Company"), hereby certifies, to such officer's knowledge, that the Company's
Annual Report on Form 40-F for the year ended April 27, 2008 (the "Report")
fully complies with the requirements of § 13(a) or § 15(d), as applicable, of
the Securities Exchange Act of 1934 and that the information contained in
the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

DATED the 15th day of July,
2008.

(s)Richard FortinName: Richard FortinTitle:
      Executive Vice-President andChief Financial Officer




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