US
SECURITIES AND EXCHANGE COMMISSION

FORM 40-F

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

|X| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

|For the fiscal year
    ended April 29, 2007 | Commission File
    Number 333-10100
|-------------------------------------------- | ------------------------------------

ALIMENTATION COUCHE-TARD INC.

|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.
  1500 North Priest Drive
  Tempe, Arizona 85281
  (602) 728-3114

(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:None

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act:None

|For annual reports,
    indicate by check mark the information filed with this Form:
|------------------------------------------------------------------------------------
||X| Annual 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 56,175,312 Multiple Voting Shares and
146,159,574 Subordinate Voting Shares outstanding as at April 29, 2007. 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
      |_|.
      No
      |X|.


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
      |_|.
      No
      |X|.


[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.     Annual
Information Form of the Registrant for the fiscal year ended April 29, 2007.

2.    
Management's Discussion and Analysis of Results and Financial Position of the
Registrant for the year ended April 29, 2007.

3.    
Consolidated balance sheets of the Registrant as at April 29, 2007 and April 30,
2006 and the consolidated statements of earnings, contributed surplus, retained
earnings and cash flows for each of the years in the three-year period ended
April 29, 2007, including a reconciliation to United States generally accepted
accounting principles.

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 design and operation 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

Our 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, for
ALIMENTATION COUCHE-TARD INC. We have 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 29, 2007. 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. Although there are inherent limitations in the effectiveness of any
system of internal control over financial reporting, based on our evaluation, we
have concluded that our internal control over financial reporting was effective
as of April 29, 2007.

Raymond Chabot Grant Thornton LLP, our independent registered
public accounting firm, has issued an attestation report on management's
assessment of internal control over financial reporting for ALIMENTATION COUCHE-TARD INC. as of April 29, 2007, which is included herein.

|(s) Alain Bouchard                              |  | (s)Richard Fortin                                   
|----------------------------------------------- |  | ----------------------------------------------------
|Alain Bouchard                                  |  | Richard Fortin                                      
|Chairman, President and Chief Executive Officer |  | Executive Vice-President 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 management's assessment, included in the
accompanying Management's Report on Internal Control Over Financial Reporting,
that Alimentation Couche-Tard Inc. maintained effective internal control over
financial reporting as of April 29, 2007, 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. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
Company'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, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.
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, management's assessment that Alimentation
Couche-Tard Inc. maintained effective internal control over financial reporting
as of April 29, 2007, is fairly stated, in all material respects, based on the
criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also in our opinion, Alimentation Couche-Tard Inc. maintained, in all material
respects, effective internal control over financial reporting as of April 29,
2007, based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

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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 29, 2007 and April 30, 2006 and the consolidated
statements of earnings, contributed surplus, retained earnings and cash flows
for each of the years in the three-year period ended April 29, 2007 and our
report dated June 13, 2007 expressed an unqualified opinion on those
consolidated financial statements.

|(s)
    Raymond Chabot Grant Thornton
    LLP
|---------------------------------------------
|RAYMOND CHABOT GRANT THORNTON LLP            

Chartered Accountants 
Montreal, Canada 
June 13, 2007

CHANGE IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Registrant maintains a system of internal controls over
financial reporting. There were no changes in the Registrant's internal controls
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.

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees

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

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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.

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
shareholder 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 2007.

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 29, 2007



July 17, 2007

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TABLE OF CONTENTS

|Subject                                                         | Page
|--------------------------------------------------------------- | ----
|                                                                |     
|Forward-Looking Statements                                      | 3   
|The Company                                                     | 4   
|- Name and Incorporation                                        | 4   
|- Intercorporate Relationships                                  | 4   
|General Development of the Business                             | 5   
|- Overview                                                      | 5   
|- History                                                       | 5   
|- Highlights of last three fiscal years                         | 5   
|Business                                                        | 7   
|- Business Strengths                                            | 7   
|- Business Strategy                                             | 8   
|- Industry                                                      | 9   
|- Store Network                                                 | 10  
|- Merchandise Operations                                        | 11  
|- Fuel Operations                                               | 12  
|- Distribution and Suppliers                                    | 13  
|- Properties                                                    | 14  
|- Information Systems                                           | 14  
|- Employees and Training                                        | 14  
|- Trade Names, Service Marks and Trademarks                     | 15  
|Competition                                                     | 15  
|Environmental Matters                                           | 15  
|Regulatory Matters                                              | 16  
|Risk Factors                                                    | 16  
|Dividends                                                       | 17  
|Capital Structure                                               | 17  
|Ratings                                                         | 17  
|Market for Securities                                           | 18  
|Directors and Senior Officers                                   | 19  
|- Directors                                                     | 19  
|- Senior Officers                                               | 21  
|Legal Proceedings                                               | 23  
|Transfer Agent and Registrar                                    | 23  
|Audit Committee Disclosure                                      | 23  
|- Charter                                                       | 23  
|- Composition of the Audit Committee                            | 25  
|- Financial Literacy                                            | 25  
|- Internal Controls                                             | 26  
|- Policy on the Approval of Non-audit Services                  | 26  
|- Code of Ethics for CEO, CFO and Senior
    Financial Officers | 26  
|- Whistle-Blowing Policy                                        | 27  
|- Auditors Fees                                                 | 27  
|Additional Information                                          | 27  

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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.

3

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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 29, 2007, the Company had a total market
capitalization of approximately Cdn$ 5 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.



4

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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 29, 2007, our network consisted of 5,513 convenience stores, 3,413 of
which include motor fuel dispensing, located in nine large geographic markets,
including three in Canada and six 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-Soir stores in
Québec and 50 Wink's stores 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 Mart and Becker's
banners 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 Bigfoot
banner 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 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.

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.

5

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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 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.

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 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 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 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.

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 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 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 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.

6

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Fiscal 2005

During the second quarter of the fiscal year, the Company entered into an
agreement with Allied Domecq Quick Services Restaurants for the development of
65 Dunkin' Donuts sites in Ohio within the next six years.

In November 2004, the Company purchased 22 sites in the Phoenix Metro area
from Shell Oil Products US for an aggregate amount of $ 34.1 million. Most of
these sites sell motor fuel.

On March 18, 2005, the Multiple Voting Shares and the Subordinate Voting
Shares of the Company were split on a two-for-one basis.

In February 2005, the Company acquired 19 stores in the Augusta region of
Georgia. These sites sell motor fuel.

Finally in April 2005, the Company acquired ten stores in the Midwest region
of the United States, all of which sell motor fuel.

BUSINESS

Business Strengths

Leading Market Position. We have a network of 5,513
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'sandCircle K have 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 $12 billion in
revenues in fiscal 2007 and more than 25 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. Due to current
land prices and the unavailability of suitable properties in our primary
markets, we believe it would be difficult for our competitors and new entrants
to replicate our store base.

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 2,100 of its company-operated stores,
which represent approximately 52% of such 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.

7

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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 foodservice 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 29, 2007, our senior executive management team
collectively owned approximately 20% of Alimentation Couche-Tard Inc.'s stock
and controlled approximately 54% of the voting rights of all outstanding shares.
Furthermore, our nine 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 Maisonnée and TakeAway Café branded fresh
sandwiches and breakfast selections, and Sunshine Joe Coffee Co., Sloche, Froster, Thirst Buster and The Frozen Zone
brands 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 as Van Houtte, Millstone and Seattle's Best.

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IMPACT Program. We plan to
continue to use Couche-Tard's successful 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.

Quick Service Restaurants ("QSR").
Since 1998, Couche-Tard has implemented QSRs as an important element of its
IMPACT program. 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. We intend to continue to implement this
strategy in our Couche-Tard and Mac's stores and selectively continue to
introduce it to our Circle K stores.

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 2,241 convenience stores in Canada and has a
significant presence in the United States with an additional 3,272 stores. Of
the 5,513 Couche-Tard stores, 4,072 are company-operated and 1,441 are operated
under our affiliate program. Motor fuel is sold at 68% of Couche-Tard's
company-operated stores. Couche-Tard's Canadian stores are located in Québec,
Ontario, Alberta, British Columbia, Manitoba, Saskatchewan and the Northwest
Territories, and its U.S. stores are located in 29 U.S. states, including namely
Ohio, Indiana, Kentucky, Illinois, Michigan, Pennsylvania, Iowa, Arizona,
Florida, California, Louisiana and Texas. The Couche-Tard stores are primarily
operated under the Couche-Tard and Mac's banners in Canada and the
Circle K banner 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 29, 2007.

|                                |                                                                                                  |           | Total    |            |           
|------------------------------- | ------------------------------------------------------------------------------------------------ | --------- | -------- | ---------- | ----------
|                                |                                                                                                  | Total     | Company- |            | Percentage
|                                |                                                                                                  | Number of | Operated | Total      | of Total  
|Region                          | Provinces/States                                                                                 | Stores    | Stores   | Affiliates | Stores    
|                                |                                                                                                  |           |          |            |           
|Eastern Canada                  | Québec                                                                                           | 962       | 570      | 392        | 17.45 %   
|Central Canada                  | Ontario                                                                                          | 808       | 603      | 205        | 14.66 %   
|Western Canada                  | British Columbia, Alberta, Saskatchewan,
    Manitoba                                            | 471       | 290      | 181        | 8.54 %    
|U.S. Midwest                    | Ohio, Indiana, Kentucky, Illinois, Michigan,
    Pennsylvania, Iowa                              | 768       | 614      | 154        | 13.93 %   
|U.S. West Coast                 | New Mexico, Western Texas, Washington,
    Oregon, California, Hawaii, Arizona, Kansas, Missouri | 640       | 283      | 357        | 11.61 %   
|U.S. Arizona Region             | Nevada, Arizona, Colorado, Oklahoma, Utah                                                        | 758       | 675      | 83         | 13.75 %   
|U.S. Southeast                  | Tennessee, Northern Mississippi, Georgia,
    North Carolina, South Carolina, Alabama            | 380       | 372      | 8          | 6.89 %    
|U.S. Florida and Gulf
    Coast | Florida, Alabama, Arkansas, Louisiana,
    Southern Mississippi, Eastern Texas                   | 726       | 665      | 61         | 13.17 %   
|                                |                                                                                                  |           |          |            |           
|Total                           |                                                                                                  | 5,513     | 4,072    | 1,441      | 100 %     

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

Company-Operated Stores. Couche-Tard has 4,072
company-operated stores in its network, 3,455 of which are employee-operated and
617 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, license arrangements and arrangements
under which the Company sells motor fuel to certain independent store operators
(motor fuel dealers).

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a)    
Franchised Stores. Couche-Tard has 560 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. 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 716 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.

c)     Motor
Fuel Dealers. Couche-Tard's Midwest, Southeast, Great Lakes, Arizona and
Florida/Gulf Divisions have agreements to sell motor fuel directly to 165
independent operators at cost plus a mark-up.

Internationally, Couche-Tard through Circle K has license
agreements for the operation and development of stores in Japan, Hong Kong,
China, 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                 | 39.25        
|Beer/Wine/Liquor                 | 15.58        
|Grocery                          | 14.05        
|Beverages                        | 13.41        
|Food Service                     | 10.40        
|Candy/Snacks                     | 7.31         
|Total In-Store Merchandise Sales | 100%         

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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 banners Couche-Tard, Mac's, Circle K, 7-jours, Dairy Mart,
Daisy Mart and 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 Maisonnée and TakeAway Café
branded fresh sandwiches and breakfast selections, as well as Sloche, Froster,
Jokerdrinks andSunshine Joe Coffee Co. and Ajava Coffee are
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 Houtte and Seattle's Best Coffee names.

IMPACT Program. In 1998, Couche-Tard launched its Store
2000 Concept, now identified as IMPACT. The program has been implemented in
about 2,100, or approximately 52%, 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. The cost of a
full-scale IMPACT program implementation is typically between Cdn$150,000 and
Cdn$200,000, while a partial or scaled-down conversion may cost between
Cdn$60,000 and Cdn$80,000. 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. These foodservice programs are a
very important part of the IMPACT program. 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 2007,
Couche-Tard's motor fuel sales in Canada represented about 39% of its Canadian
revenues compared to approximately 68% 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.

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Couche-Tard sells motor fuel either under its own brands, including Couche-Tard and Mac's in Canada and Circle Kin the United
States, or under the name of major oil companies such as Esso, Petro-Canada,
Shell, Irving, Ultramar, BP,76,Phillips 66, Marathon, Citgo,
HuskyandSunoco.

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.

In Central Canada, Couche-Tard uses Karrys Bros., Limited as
a regional warehouse supplier to distribute the majority of its in-store
merchandise on an exclusive basis to its company-operated stores and on a
non-exclusive basis to affiliates. Couche-Tard also purchases products such as
carbonated beverages and potato chips, which are not covered under the
arrangement with Karrys, directly from manufacturers and producers. Similarly,
Couche-Tard uses Core-Mark International Inc. as its exclusive supplier for the
majority of its in-store merchandise to its Western 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 570
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 574 Circle K stores. The distribution centre allows
Circle K to utilize its buying power for warehouse-delivered items plus certain
dairy, bakery, sandwich, 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.

In December 2003, Circle K entered into a supply agreement
with ConocoPhillips pursuant to which ConocoPhillips will provide, for at least
the next five years, subject to cancellation of Couche-Tard subject to certain
conditions, a supply of gasoline and diesel for the stores covered by such
supply agreement. In 2004, Circle K gave notice to terminate its supply
arrangement with ConocoPhillips for California and Arizona.

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Properties

Of the 4,072 company-operated stores, 2717 are leased and
1355 are owned by Couche-Tard, while the remaining 1,441 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 eight regional
offices located in Toronto, Ontario, Calgary, Alberta, Columbus, Indiana,
Charlotte, North Carolina, Tampa, Florida, Corona, California, Tempe, Arizona
and Akron, Ohio, all of which are leased. The distribution centre in Laval,
Québec is also leased.

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 29, 2007, 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 Florida
and 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.

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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 banners Couche-Tard, Mac's, Circle K, 7-jours, Dairy Mart, Daisy Mart and Winks.
Couche-Tard sells its proprietary branded food items such as La Maisonnée
and TakeAway Café fresh sandwiches and breakfast selections, as well as
Sloche and Froster brands of iced beverages. Circle K store brands
include Circle K, K Express, The Frozen Zone, Thirst
Buster, Polar Pop and Freshest Coffee Going!.Service brands include:
QuickFlick and 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.

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 1986 and 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.

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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.

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 15 to 19, is incorporated herein by reference, as
supplemented from time to time in the "Business Risks" sections of our quarterly
reports to shareholders.

16

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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.

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, 2007, 56,175,312
Multiple Voting Shares and 146,567,734 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.

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.

17

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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 | Traded Volume
|-------------- | ------ | ----------- | ---------- | -------------
|May 2006       | ATD.A  | $ 28.50     | $ 24.67    | 105,849      
|June 2006      | ATD.A  | $ 26.00     | $ 24.20    | 230,698      
|July 2006      | ATD.A  | $ 24.85     | $ 23.07    | 769,757      
|August 2006    | ATD.A  | $ 24.50     | $ 23.00    | 35,113       
|September 2006 | ATD.A  | $ 24.50     | $ 22.82    | 375,690      
|October 2006   | ATD.A  | $ 27.31     | $ 23.40    | 37,057       
|November 2006  | ATD.A  | $ 28.25     | $ 25.00    | 37,402       
|December 2006  | ATD.A  | $ 26.75     | $ 25.06    | 23,928       
|January 2007   | ATD.A  | $ 27.42     | $ 24.84    | 20,727       
|February 2007  | ATD.A  | $ 26.29     | $ 24.50    | 140,943      
|March 2007     | ATD.A  | $ 25.69     | $ 23.66    | 35,802       
|April 20072    | ATD.A  | $ 25.50     | $ 22.63    | 32,983       
|               |        |             |            |              
|               |        |             |            |              
|Monthly Period | Symbol | High Price1 | Low Price1 | Traded Volume
|May 2006       | ATD.B  | $ 26.60     | $ 23.52    | 11,250,377   
|June 2006      | ATD.B  | $ 25.90     | $ 23.64    | 5,645,282    
|July 2006      | ATD.B  | $ 24.49     | $ 22.50    | 7,763,892    
|August 2006    | ATD.B  | $ 24.41     | $ 22.55    | 8,276,844    
|September 2006 | ATD.B  | $ 24.12     | $ 22.25    | 7,183,811    
|October 2006   | ATD.B  | $ 27.16     | $ 23.26    | 8,942,796    
|November 2006  | ATD.B  | $ 28.42     | $ 24.34    | 8,152,225    
|December 2006  | ATD.B  | $ 26.72     | $ 24.89    | 6,529,237    
|January 2007   | ATD.B  | $ 27.21     | $ 24.50    | 13,070,150   
|February 2007  | ATD.B  | $ 26.20     | $ 24.06    | 7,123,391    
|March 2007     | ATD.B  | $ 25.25     | $ 23.13    | 12,537,807   
|April 20072    | ATD.B  | $ 24.78     | $ 22.58    | 12,648,758   

> Note:

18

---

DIRECTORS AND SENIOR OFFICERS
DirectorsThe following tables list the Company's directors. All information is
accurate as at June 30, 2007.

|Name and municipality of residence  | Principal occupation                                                           
|----------------------------------- | -------------------------------------------------------------------------------
|                                    |                                                                                
|ALAIN BOUCHARD 1                    | Chairman of the Board, President and Chief
    Executive Officer of the Company
|Lorraine, Québec                    |                                                                                
|                                    |                                                                                
|JACQUES D'AMOURS 1                  | Vice-President, Administration of the Company                                  
|Lorraine, Québec                    |                                                                                
|                                    |                                                                                
|ROGER DESROSIERS, FCA3              | Corporate Director                                                             
|Montréal, Québec                    |                                                                                
|Chairman of the Audit Committee     |                                                                                
|                                    |                                                                                
|JEAN ÉLIE 2, 3                      | Corporate Director                                                             
|Montréal, Québec                    |                                                                                
|                                    |                                                                                
|RICHARD FORTIN 1                    | Executive Vice-President and Chief Financial
    Officer of the Company        
|Longueuil, Québec                   |                                                                                
|                                    |                                                                                
|MÉLANIE KAU                         | President, Mobilia Interiors Inc.                                              
|Montréal, Québec                    |                                                                                
|                                    |                                                                                
|ROGER LONGPRÉ 2, 3                  | President, Mergerac Inc. (consulting firm in
    mergers and acquisitions)     
|Brossard, Québec                    |                                                                                
|Chairman of the Human Resources and |                                                                                
|Corporate Governance Committee      |                                                                                
|                                    |                                                                                
|RÉAL PLOURDE 1, 5                   | Executive Vice-President and Chief Operating
    Officer of the Company        
|Montréal, Québec                    |                                                                                
|                                    |                                                                                
|JEAN-PIERRE SAURIOL 2               | President and Chief Executive Officer,
    Dessau-Soprin inc.                  
|Laval, Québec                       | (engineering-construction company)                                             
|                                    |                                                                                
|JEAN TURMEL 4                       | President, Perseus Capital Inc. (fund
    management company)                  
|Montréal, Québec                    |                                                                                

> Notes:

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. He is the founder
of the companies that became Alimentation Couche-Tard Inc., which began with
just one store in 1980. He has more than 35 years of experience in the industry.
Mr. Bouchard began his career at Perrette Dairy Ltd. in 1968 as interim store
manager. He later became supervisor and district director until 1973. As
district director, he supervised the opening of 80 stores and developed the
Perrette network. From 1973 to 1976, while employed by Provigo Inc. (Provi-Soir
division), Mr. Bouchard organized and supervised the opening of 70 Provi-Soir
convenience stores. From 1976 to 1980, Mr. Bouchard operated a Provi-Soir
franchise and, in 1980, he opened the first Couche-Tard convenience store. Mr.
Bouchard is also a director of Quebecor Inc., a communications holding company
and Atrium Biotechnologies Inc. (development and marketing of cosmetic and
nutritional ingredients).

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 also a director of Transcontinental Inc., a commercial
printer and Insurance Life of National Bank of Canada.

19

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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, 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
following board of directors: Desjardins Assurances Générales, Fonds
d'assurances du Barreau du Québec, La Personnelle compagnie d'assurance Inc., PG
Mensys Système d'Information Inc., Van Houtte Inc. as well as on the consulting
committee of Telus Québec. 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.

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.

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 also serves on the board of Investissement Québec since 2005.

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-Soprin 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.

20

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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, 2007.

|Name and municipality of
    residence | Office held with the Company                                 
|-------------------------------------- | -------------------------------------------------------------
|                                       |                                                              
|MICHEL BERNARD                         | Vice-President,
    Operations Eastern Canada                
|Montréal, Québec                       |                                                              
|                                       |                                                              
|ROBERT G. CAMPAU                       | Vice-President,
    Operations U.S. Southeast Region         
|Charlotte, North
    Carolina          |                                                              
|                                       |                                                              
|DARRELL DAVIS                          | Vice-President,
    Operations U.S. Midwest                  
|Columbus, Indiana                      |                                                              
|                                       |                                                              
|MICHAEL GUINARD                        | Vice-President,
    Real estate Development                  
|Laval, Québec                          |                                                              
|                                       |                                                              
|BRIAN HANNASCH                         | Senior
    Vice-President, Western North America             
|Columbus, Indiana                      |                                                              
|                                       |                                                              
|GEOFFREY C. HAXEL                      | Vice-President,
    Operations U.S. Arizona Region           
|Scottsdale,
    Arizona                |                                                              
|                                       |                                                              
|JEAN-LUC MEUNIER                       | Vice-President,
    Operations Central Canada                
|Markham, Ontario                       |                                                              
|                                       |                                                              
|PAUL RODRIGUEZ                         | Vice-President,
    Operations Great Lakes                   
|Macedonia, Ohio                        |                                                              
|                                       |                                                              
|MIKE STRUBLE                           | Vice-President,
    Operations U.S. Florida/Gulf Region      
|Tampa, Florida                         |                                                              
|                                       |                                                              
|TIM TOUREK                             | Interim
    Vice-President, Operations U.S. West Coast Region
|Ellsinore,
    California              |                                                              
|                                       |                                                              
|KIM TROWBRIDGE                         | Vice-President,
    Operations Western Canada                
|Calgary, Alberta                       |                                                              

Michel Bernard has 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.

Robert G. Campau has been
Vice-President, Operations U.S. Southeast Region 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.

21

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Darrell Davis has 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.

Michael Guinard joined
Alimentation Couche-Tard in 2000 as National Director, Real Estate and was
appointed as Vice President, Development in 2002. Mr. Guinard previously worked
10 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. Hannasch was appointed
Senior Vice-President, Operations Western North America in December 2004 and
prior to 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. Haxel has 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.

Jean-Luc Meunier is 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.

Paul Rodriguez was 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.

Mike Struble was appointed
Vice-President, Operations of the U.S. Florida/Gulf Division in May 2007, where
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 Tourek has been Interim
Vice-President, Operations U.S. West Coast Region 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

22

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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. Trowbridge has 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.

As at June 30, 2007, 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 1,936,008 subordinate
voting shares of the Company representing respectively 67.57% and 1.32% 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.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the shares of the
Company is Computershare Trust Company of Canada, 100 University Avenue, 9th
Floor, 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.

23

---



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.

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.

24

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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.

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.

25

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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 Committees applicable 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 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.

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.

26

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Whistle-Blowing Policy

During fiscal 2005, the Audit Committee approved in
accordance with the Canadian securities laws and with the U.S. SarbanesOxley
Act and 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.

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 29, 2007 and April 30, 2006, billed fees for audit,
audit-related, tax and all other services provided to the Company by Raymond
Chabot Grant Thornton LLP were as follows:

|                        | 2007            | 2006           
|----------------------- | --------------- | ---------------
|                        |                 |                
|Audit Fees1             | $
    984,269   | $
    916,920  
|Audit-Related
    Fees2 | $
    22,700    | $
    118,620  
|Tax Fees3               | Nil             | Nil            
|All Other
    Fees      | 116,009         | Nil            
|TOTAL                   | $
    1,122,978 | $
    1,035,540

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; and
>     
>     - services 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; and
>     
>     - general 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)     one copy
of the Company's annual information form, together with one copy of any
document, or the pertinent pages of any document, incorporated by reference in
the annual information form,

27

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ii)   
one copy of the comparative financial statements of the Company for its most
recently completed financial year together with the accompanying report of the
auditor and one copy of any interim financial statements of the Company
subsequent to the financial statements for its most recently completed financial
year,

iii)    one copy of
the management proxy circular of the Company in respect of its most recent
annual meeting of shareholders that involved the election of directors, and

iv)    one copy of
any other documents that are incorporated by reference into the preliminary
short form prospectus or the short form prospectus and are not required to be
provided under i) to iii) above; or

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.

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 17, 2007 which was
prepared for the 2007 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 29, 2007 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.

* * * * *

28

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|  |                                                                              
|- | -----------------------------------------------------------------------------
|  |                                                                              
|  |                                                                              
|M | anagement's Discussion
    and Analysis of Results
    and Financial Position





---

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 29, 2007. 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
2007 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 Statements

This 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 17, 2007, 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 Business

We 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 comprise of 5,513 convenience stores
throughout North America, including 3,413 stores with motor fuel dispensing. We
are 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.
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 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 that have a good financial position such as Couche-Tard to
grow through mergers and acquisitions.

---

2007 Overview

We announced revenues for fiscal 2007, up 19.0% over last
year to $12,1 billion. We invested close to $1,0 billion this year through
acquisitions, new sites construction and IMPACT implementation to foster future
earnings growth. For the year, net earnings are comparable to last year due
mainly to the volatile and competitive motor fuel market and the unusual income
taxes expenses of $9,9 million following the adoption of Bill 15.
As our merchandises and services revenues generate
approximately 80% of the Company's gross margin, management considers that an
appropriate performance measure for the stores consist to neutralize the
variance of the motor fuel gross margin from a period to another. Thus,
considering a comparable motor fuel net margin1 to the one
experienced in fiscal 2006 and excluding the unusual income tax expense posted
following the adoption of Bill 15, net earnings would have increased by $35.2
million or 18.2% compared with net earnings in the previous fiscal year,
standardized over 52 weeks.
Business acquisitions

During fiscal 2007, we 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: purchase of
  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: purchase,
  from Sparky's Oil Company, of 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;

We expect these 421 new Company-operated stores and 75 affiliated stores to
contribute to our net earnings on an annual basis.

New credit facility

On September 22, 2006, we entered into a new credit agreement, replacing our
secured senior term and renewable credit facilities.

Our new credit agreement consists of a revolving unsecured
credit facility of a maximum amount of $500.0 million with an initial term of
five years that can be extended each year to a five-year term at our request and
with the consent of our lenders. In addition, the credit agreement includes a
clause that permits us to increase the limit by a maximum amount of $250.0
million, also subject to the lenders consent. On November 15, 2006, we took
advantage of this clause for an amount of $150.0 million bringing the maximum
available amount to $650.0 million, as at April 29, 2007.

______________________
1

2

---

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. This legislative modification will not have a significant impact
on the effective income tax rate of the Company in the future.
Dividends
On July 17, 2007, the Board of Directors declared a dividend
of Cdn$0.03 per share to shareholders on record as at July 26, 2007 and approved
its payment for August 3, 2007. This is an eligible dividend within the meaning
of the Income Tax Act.Internal controlsWe 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 29, 2007, our management and our external auditors
reported that these internal controls were effective.
Outstanding shares and stock options
As at July 13, 2007, Couche-Tard had 56,175,312 Class A
multiple voting shares and 146,567,734 Class B subordinate voting shares issued
and outstanding. In addition, as at the same date, Couche-Tard had 8,894,315
outstanding stock options for the purchase of Class B subordinate voting shares.
Subsequent events

On June 5, 2007, we acquired 28 Company-operated stores
operating under the Sterling banner in northwest Ohio, United States, from
Sterling Stores, LLC.
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 approximately 165
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, commissions to dealers and overhead and include advertising expenses that
are charged 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.3

---

Summary of changes in our stores during
the fourth quarter and fiscal year ended April 29, 2007

The following table presents certain information regarding
changes in our stores over the 12-week periods ended April 29, 2007 (fourth
quarter of 2007) and the 52-week period ended the same date (fiscal year 2007):

|                                         | 12-week period ended April 29, 2007 | 52-week period ended April 29, 2007
|---------------------------------------- | ----------------------------------- | -----------------------------------
|                                         | Company-                            |                                    
|                                         | operated                            | Affiliated                         
|                                         | stores                              | stores                             
|                                         |                                     |                                    
|Number of stores, beginning of period    | 4,008                               | 1,352                              
|                                         |                                     |                                    
|Acquisitions                             | 66                                  | -                                  
|                                         |                                     |                                    
|Openings / constructions / additions (1) | 12                                  | 126                                
|                                         |                                     |                                    
|Closures / withdrawals (2)               | (14)                                | (37)                               
|                                         |                                     |                                    
|Conversions into Company-operated stores | -                                   | -                                  
|                                         |                                     |                                    
|Conversions into affiliated stores       | -                                   | -                                  
|                                         |                                     |                                    
|Number of stores, end of period          | 4,072                               | 1,441                              

(1)     The important increase in affiliated stores results
from the addition of the new ConocoPhillips franchises, as mentioned in the 2006
Annual report, and from new agreements signed with business communities in
certain regions.

(2)     As mentioned in the quarterly report of the second
quarter, the important withdrawal of affiliated stores arises from the decision
of SSP Partners not to renew their licence agreement.

During the year, we also implemented our IMPACT program in
413 Company-operated stores (146 during the fourth quarter). As a result, 51.2%
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 2007

The following table highlights certain information regarding
our operations for the 12-week period ended April 29, 2007 and the 13-week
period ended April 30, 2006:

|(In millions of US dollars,
    unless otherwise stated, unaudited) |                | Standardized   |           |               
|------------------------------------------------------------------- | -------------- | -------------- | --------- | --------------
|                                                                    | 12-week period | 12-week period |           | 13-week period
|                                                                    | ended          | ended          | Variation | ended         
|                                                                    | April 29, 2007 | April 30, 2006 | %         | April 30, 2006
|Revenues                                                            | 2,972.6        | 2,418.8        | 22.9      | 2,638.9       
|Operating income                                                    | 64.6           | 52.4           | 23.3      | 57.2          
|Net earnings                                                        | 33.4           | 29.4           | 13.6      | 32.1          
|Selected Operating Data:                                            |                |                |           |               
|Growth of same-store
    merchandise revenues (1):                  |                |                |           |               
|United States                                                       | 3.4%           | 4.6%           |           |               
|Canada                                                              | 3.3%           | 4.3%           |           |               
|Growth of same-store motor
    fuel volume (1):                     |                |                |           |               
|United States                                                       | (2.5%)         | 5.8%           |           |               
|Canada                                                              | 5.2%           | 4.1%           |           |               

(1)     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.

For the 12-week period ended April 29, 2007, we achieved
revenues of $3.0 billion, compared with $2.6 billion for the same period in
fiscal 2006, an increase of 12.6% or $333.7 million. On a 12-week standardized
period, the increase is $553.8 million or 22.9%. We recorded 81.9% of our
revenues in the United States, compared with 78.9% in the fourth quarter last
year.

In the United States, growth of same-store merchandise
revenues (on a 12-week standardized period) was 3.4% while it was 3.3% in
Canada. In the U.S., this growth rate is very satisfactory particularly given
that it is in comparison to a particularly hectic period the previous year
following the hurricanes. In Canada, the growth rate was also very acceptable
given the very competitive markets in Central and Eastern Canada and the growing
smuggling on tobacco products. In addition, in both the U.S. and Canada, the
growth is partially due to the results from investments in our IMPACT program
conversions, as well as the results from the launch of new products that were
well received by customers and from the implementation of our pricing strategies
on certain product categories.

4

---

Growth of same-store motor fuel volume (on a 12-week
standardized period) fell 2.5% in the U.S. but rose 5.2% in Canada. In the U.S.,
in light of the significant and quick increases in the cost price of gasoline in
the last weeks of the fiscal year, our Southeast and Florida/Gulf Coast regions
markets took the initiative to restore retail prices in their respective
markets. This strategy was not always followed by the competition, which had a
negative impact on volume. However, the strategy had a positive impact on net
earnings. Excluding these two regions, growth in same-store motor fuel volume
would have been 1.9% for the quarter and 4.1% for the year, which is very
satisfactory. In Canada, the growth is due to the strong economy in Western
Canada combined with the successful CAA program in Quebec.
Net earnings
We closed this quarter with a net earnings increase of $1.3
million at $33.4 million, resulting in per-share earnings of $0.17 or $0.16 on a
diluted basis. On a 12-week standardized period, the increase is $4.0 million or
13.6%. If we consider a comparable motor fuel net margin1, net
earnings would have increased by 1.0% and would have reach $29.7 million, on a
standardized 12-week period. Of the 421 Company-operated stores acquired during
the 2007 fiscal year, 62.7% or 264 have been acquired during the second half of
the year, including Shell's stores whom represent an integration challenge in
regards to human resources. These acquisitions have not yet generated their full
potential in terms of operating income before amortization. On the other hand,
the depreciation expense and the financial fees related to these acquisitions
have been completely recorded to earnings.
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 | 53-week period ended | 52-week period ended
|-------------------------- | -------------------- | -------------------- | --------------------
|                           | April 29, 2007       | April 30, 2006       | April 24, 2005      
|Average for the period (1) | 0.8789               | 0.8417               | 0.7779              
|Period end                 | 0.8961               | 0.8945               | 0.8098              

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









___________________________
1

5

---

Selected Consolidated Financial
Information

The following table highlights certain information regarding
our operations for the 52-week periods ended April 29, 2007 and April 24, 2005
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 | 53-week
    period | 52-week
    period
|                                                                             | ended          | ended              | ended              | ended             
|                                                                             | April 29, 2007 | April 30, 2006     | April 30, 2006     | April 24, 2005    
|Statement of
    Operations Data:                                            |                |                    |                    |                   
|Merchandise and
    service revenues (1):                                    |                |                    |                    |                   
|United States                                                                | 3,116.6        | 2,756.2            | 2,812.0            | 2,564.7           
|Canada                                                                       | 1,500.4        | 1,398.8            | 1,426.7            | 1,239.5           
|Total merchandise and service revenues                                       | 4,617.0        | 4,155.0            | 4,238.7            | 3,804.2           
|Motor fuel revenues                                                          |                |                    |                    |                   
|United States                                                                | 6,514.6        | 4,926.6            | 5,044.9            | 3,567.8           
|Canada                                                                       | 955.8          | 855.6              | 873.7              | 664.8             
|Total motor fuel revenues                                                    | 7,470.4        | 5,782.2            | 5,918.6            | 4,232.6           
|Total revenues                                                               | 12,087.4       | 9,937.2            | 10,157.3           | 8,036.8           
|Merchandise and
    service gross profit (1) :                               |                |                    |                    |                   
|United States                                                                | 1,046.9        | 913.4              | 932.3              | 834.9             
|Canada                                                                       | 526.6          | 473.5              | 483.1              | 415.7             
|Total merchandise and service gross profit                                   | 1,573.5        | 1,386.9            | 1,415.4            | 1,250.6           
|Motor fuel gross
    profit:                                                 |                |                    |                    |                   
|United States                                                                | 372.1          | 307.9              | 312.5              | 255.9             
|Canada                                                                       | 58.9           | 62.2               | 63.6               | 51.3              
|Total motor fuel gross profit                                                | 431.0          | 370.1              | 376.1              | 307.2             
|Total gross profit                                                           | 2,004.5        | 1,757.0            | 1,791.5            | 1,557.8           
|Operating, selling,
    administrative and general expenses                  | 1,512.4        | 1,325.1            | 1,352.9            | 1,214.7           
|Depreciation and
    amortization of property and equipment and other assets | 133.8          | 105.0              | 106.9              | 83.9              
|Operating income                                                             | 358.3          | 326.9              | 331.7              | 259.2             
|Net earnings                                                                 | 196.4          | 193.5              | 196.2              | 155.2             
|Other Operating
    Data:                                                    |                |                    |                    |                   
|Merchandise and
    service gross margin (1):                                |                |                    |                    |                   
|Consolidated                                                                 | 34.1%          |                    | 33.4%              | 32.9%             
|United States                                                                | 33.6%          |                    | 33.2%              | 32.6%             
|Canada                                                                       | 35.1%          |                    | 33.9%              | 33.5%             
|Growth of same-store
    merchandise revenues on a 52-week basis (2) (3):    |                |                    |                    |                   
|United States                                                                | 3.3%           |                    | 5.2%               | 10.4%(6)          
|Canada                                                                       | 2.6%           |                    | 3.9%               | 2.6%(6)           
|Motor fuel gross
    margin:                                                 |                |                    |                    |                   
|United States (cents per gallon) (3)                                         | 14.90          |                    | 15.14              | 14.17             
|Canada (Cdn cents per litre)                                                 | 4.31           |                    | 5.00               | 4.61              
|Volume of motor fuel
    sold (4):                                           |                |                    |                    |                   
|United States (millions of gallons)                                          | 2,609.0        |                    | 2,116.1            | 1,858.1           
|Canada (millions of litres)                                                  | 1,554.5        |                    | 1,509.6            | 1,413.5           
|Growth of same-store
    motor fuel volume on a 52-week                      |                |                    |                    |                   
|Basis (3) :                                                                  |                |                    |                    |                   
|United States                                                                | 2.9%           |                    | 6.0%               | 6.3%(6)           
|Canada                                                                       | 4.8%           |                    | 2.8%               | 6.6%(6)           
|Per Share Data:                                                              |                |                    |                    |                   
|Basic net earnings per share (dollars per share)                             | 0.97           |                    | 0.97               | 0.77              
|Diluted net earnings per share (dollars per
    share)                       | 0.94           |                    | 0.94               | 0.75              
|                                                                             |                |                    |                    |                   
|Balance Sheet Data:                                                          |                |                    |                    |                   
|Total assets                                                                 | 3,043.2        |                    | 2,369.2            | 1,995.7           
|Interest-bearing debt                                                        | 870.0          |                    | 524.1              | 530.9             
|Shareholders' equity                                                         | 1,145.4        |                    | 966.0              | 733.2             
|Ratios                                                                       |                |                    |                    |                   
|Net interest-bearing debt/total capitalization
    (5)                       | 0.39:1         |                    | 0.15:1             | 0.28:1            
|Net interest-bearing debt/EBITDA (6)                                         | 1.48:1         |                    | 0.39:1             | 0.81:1            

(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.

6

---

Analysis of consolidated results for
the fiscal year ended April 29, 2007
RevenuesOur 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. is very satisfactory particularly given the fact
that we did not profit from the hectic period following the devastating
hurricanes of last year. Moreover, this year, we did not benefit from the
exceptional weather conditions experienced last year in our Southwest region
markets, which generated strong growth in certain of our main product
categories, including water, beverages and beer. This year, 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 continue to benefit
from our pricing and product mix strategies as well as from the ongoing
implementation of our IMPACT program throughout our network.
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 past 24 months:

|                                      |       |       |       |       | 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 is considered to be very satisfactory, particularly
given that our price optimization program in the Southwest region is in its
second year, which has resulted in a less important impact. In addition, the
price restoring strategy initiated in the fourth quarter 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% this year. 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 the current year 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 last 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 the year 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 last year.

7

---

The following table provides some information related to the
motor fuel gross margin of our Company-operated stores in the United States for
the last eight quarters:

|(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 | 14.90   
|Expenses related to electronic payment modes                         | 3.82  | 3.77  | 3.12  | 3.59  | 3.52    
|After deduction of expenses related to electronic
    payment modes  | 9.78  | 16.96 | 10.07 | 9.53  | 11.38   
|53-week period ended April
    30, 2006                              |       |       |       |       |         
|Before deduction of expenses related to
    electronic payment modes | 14.86 | 17.05 | 17.63 | 10.96 | 15.14   
|Expenses related to electronic payment modes                         | 2.98  | 3.50  | 3.24  | 3.31  | 3.26    
|After deduction of expenses related to electronic
    payment modes  | 11.88 | 13.55 | 14.39 | 7.65  | 11.88   
|                                                                     |       |       |       |       |         

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 last
year. 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%. If we consider a comparable motor fuel net margin1
and exclude the unusual income tax expense posted following the adoption of Bill
15, net earnings would have increased by $35.2 million or 18.2% compared with
net earnings in fiscal 2006, standardized over 52 weeks.

Financial Position as at April 29, 2007

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

Our total consolidated assets of $3.0 billion as at April 29,
2007 increased by $674.0 million compared with the previous year. The growth is
primarily a result of the increases in property and equipment, goodwill and
inventory by $657.5 million, $128.0 million and $59.8 million, respectively.
These increases were offset by the decrease of $189.8 million in cash and cash
equivalents. These variations are primarily due to business acquisitions as well
as property and equipment investments for fiscal 2007.

___________________________
1 The motor fuel net margin consists of the motor fuel gross margin net of
expenses related to electronic payment modes. The comparable motor fuel net
margin is defined as the actual motor fuel net margin for the period adjusted
for the volume pumped and the motor fuel net margin realized during the
corresponding period of the year before. The calculation is performed for the
Company as a whole.

8

---

Shareholders' equity was $1.1 billion as at April 29, 2007,
up $179.4 million resulting mainly from net earnings of $196.4 million, $19.5
million in dividends paid, and by the stock-based compensation expense of $4.2
million for fiscal 2007. The net interest-bearing debt to total capitalization
ratio stood at 0.39:1 (1) versus 0.15:1 as at April 30, 2006 due to
the numerous business acquisition of the year.



Liquidity and Capital Resources

Our principal source of liquidity is net cash provided by
operating activities and when we carry out important acquisitions, we draw on
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 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 29, 2007, our total debt was $870.0 million of
which $513.2 million consisted of borrowings under the term revolving unsecured
operating credit, $350.0 million consisted of 7.5% Subordinated unsecured debt
maturing in 2013 and $6.8 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.

_________________



9

---

Credit Facilities
We have a credit agreement consisting of a revolving
unsecured facility of an initial maximum amount of $500.0 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. This facility is effective since
September 22, 2006. In addition, the credit agreement includes a clause that
permits us to increase the limit by a maximum amount of $250.0 million upon the
lenders' consent. On November 15, 2006, we took advantage of this clause for an
amount of $150.0 million bringing the maximum available amount to $650.0
million, as at April 29, 2007. 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 million 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 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 financial 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, the variable
margin used to determine the interest rate applicable to amounts borrowed and
stand-by fees are determined according to a leverage ratio of the Company.

Under the new 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 29, 2007, the effective interest rate was 6.23%.
In addition, Cdn$0.7 million and $16.6 million are used for standby letters of
credit. Finally, as at the same date, we are in compliance with the restrictive
clauses and ratios imposed by the credit agreement.

|Selected Consolidated Cash
    Flow Information                                                     |                |                |        
|--------------------------------------------------------------------------------------------------- | -------------- | -------------- | -------
|(In millions of US dollars)                                                                         | 52-week period | 53-week period |        
|                                                                                                    | ended          | ended          | Change 
|                                                                                                    | April 29, 2007 | April 30, 2006 | $      
|Operating activities                                                                                |                |                |        
|Cash flows (1)                                                                                      | 328.7          | 324.3          | 4.4    
|Other                                                                                               | 74.3           | 77.2           | (2.9)  
|Net cash provided by operating activities                                                           | 403.0          | 401.5          | 1.5    
|Investing activities                                                                                |                |                |        
|Business acquisitions                                                                               | (600.6)        | (91.6)         | (509.0)
|Purchase of property and equipment, net of
    proceeds from the disposal of property and equipment | (355.6)        | (229.4)        | (126.2)
|Proceeds from sale and leaseback transactions                                                       | 35.5           | 36.2           | (0.7)  
|Other                                                                                               | 0.5            | (32.0)         | 32.5   
|Net cash used in investing activities                                                               | (920.2)        | (316.8)        | (603.4)
|Financing activities                                                                                |                |                |        
|Increase in long-term borrowing, net of financial
    expenses                                      | 513.0          | -              | 513.0  
|Repayment of long-term debt                                                                         | (167.2)        | (6.9)          | (160.3)
|Dividends paid                                                                                      | (19.5)         | (8.7)          | (10.8) 
|Issuance of shares, net of share issue expenses                                                     | 1.1            | 0.2            | 0.9    
|Net cash used in financing activities                                                               | 327.4          | (15.4)         | 342.8  
|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.

10

---

Operating activities

During 2007, the cash used in other elements is related to
the variance in non-cash working capital, which results primarily from the
increase in accounts receivable due to our expanding network, offset by the
increase in our accounts payable and income taxes payable, also due to our
growing network.
Investing activities

Our major investments of fiscal 2007 were the acquisitions of
the All Star, Groovin Noovin, Shell, Sparky's, Holland Oil, Stop-n-Save and
Spectrum stores. 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.
Financing activities

Fiscal 2007 was marked by a net increase of $345.9 million in
long-term debt on our balance sheet used to finance our investments. We also
paid out $19.5 million in dividends.
Contractual Obligations and Commercial
Commitments

Set out below is a summary of our material contractual cash
obligations as at April 29, 2007:

|                            | 2008                        | 2009  | 2010  | 2011  | 2012  | Thereafter | Total  
|--------------------------- | --------------------------- | ----- | ----- | ----- | ----- | ---------- | -------
|                            | (in millions of US dollars)
|Long-term debt              | 0.2                         | 0.2   | 0.3   | 0.3   | 513.5 | 353.6      | 868.1  
|Capital lease obligations   | 0.6                         | 0.5   | 0.5   | 0.4   | 0.3   | 1.3        | 3.6    
|Operating lease obligations | 174.2                       | 155.9 | 137.4 | 123.6 | 111.8 | 818.4      | 1,521.3
|Purchase commitments        | 0.6                         | 1.4   | 0.7   | 0.6   | 0.6   | 0.6        | 4.5    
|Total                       | 175.6                       | 158.0 | 138.9 | 124.9 | 626.2 | 1,173.9    | 2,397.5

Long-Term Debt.Our
long-term debt consists of: (i) borrowings of $513.2 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)
$350.0 million 7.5% Subordinated unsecured debt due December 15, 2013; (iii)
8.75% note payable due 2019 of $4.9 million; and (iv) other long-term debts of
$1.9 million.



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.

|1 | 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, 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.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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.
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 29, 2007 | 53
    weeks ended April 30, 2006
|------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ---------------------------------
|                                                                                                                                |                               |                                  
|Quarter                                                                                                                         | 4th                           | 3rd                              
|Weeks                                                                                                                           | 12 weeks                      | 16 weeks                         
|Revenues                                                                                                                        | 2,972.6                       | 3,498.0                          
|Income before depreciation and amortization of property and equipment and
    other assets, financial expenses and income taxes | 99.0                          | 125.0                            
|Depreciation and amortization
    of property and equipment and other assets                                                    | 34.4                          | 43.3                             
|Operating income                                                                                                                | 64.6                          | 81.7                             
|Financial expenses                                                                                                              | 14.4                          | 16.6                             
|Net earnings                                                                                                                    | 33.4                          | 43.7                             
|Net earnings per share                                                                                                          |                               |                                  
|Basic                                                                                                                           | $0.17                         | $0.22                            
|Diluted                                                                                                                         | $0.16                         | $0.21                            

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, 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 30, 2006

For the 53-week period ended April 30, 2006, we achieved
revenues of $10.2 billion, compared with $8.0 billion in fiscal 2005, a
significant increase of 26.4% or $2.1 billion. On a 52-week standardized period,
the increase is $1.9 billion or 23.7%. We recorded 77.4% of our revenues in the
United States, compared with 76.3% in the previous fiscal year.

In the United States, growth of same-store merchandise
revenues(on a 52-week standardized basis) was 5.2% over the prior year
while it was 3.9% in Canada. In both the U.S. and Canada, this growth reflects
the results from investments in our IMPACT program conversions as well as the
efforts made by implementing new pricing strategies on certain product
categories and by modifying product mix. In the U.S., the increase in tobacco
tax in some regions also contributed to the growth while in Canada, growing
smuggling on tobacco products had a negative impact.

In the United States, the growth of same-store motor fuel
volume (on a 52-week standardized basis) was 6.0% while it was 2.8% in Canada.
The growth in the U.S. reflects, in part, the positive impact of certain pricing
strategies, partially offset by the shortage of motor fuel in certain regions in
the second and third quarters of 2006 due to the hurricanes.

12

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In addition, in both the U.S. and Canada, growth was
negatively affected by pressure on consumer spending caused by the sharp
increase in retail pump prices.
Gross profit grew by 15.0% or $233.7 million to $1.8 billion,
compared with $1.6 billion for the previous year. On a 52-week standardized
period, gross profit increased $199.2 million or 12.8%. This increase is mainly
due to higher sales overall and higher margins on merchandise and service
revenues and on motor fuel revenues in both Canada and the U.S.
The consolidated merchandise and service gross margin was
33.4%, up from 32.9% in the previous fiscal year. The gross margin in the U.S.
was 33.2%, up from 32.6% in the previous year. In Canada, it was 33.9% compared
with 33.5% for fiscal 2005. In both our Canadian and U.S. markets, the impact of
improvements in purchasing terms, changes in product mix with a focus on higher
margin items, the launch of new products that were well received by customers
and that generated higher margins, as well as the implementation of our IMPACT
program in an increasing number of our stores are behind the increase in gross
margin. However, the increase in gross margin in the United States and Canada
was also affected by our pricing strategies on certain product categories
designed to increase volume.
The motor fuel gross margin increased to 15.14¢ per gallon in
the United Statesfrom 14.17¢ per gallon in the previous year, whereas in
Canada, it also increased, reaching Cdn5.00¢ per litre compared with Cdn4.61¢
per litre in the previous year. These increases primarily reflect the volatile
nature of the motor fuel business, partially offset by our selective pricing
strategies implemented in certain areas of the U.S. to increase sales volume and
by strong competition in some regions.
Operating, selling, administrative and general expenses
increased by $138.2 million or 11.4% over the previous fiscal year. On a 52-week
comparable period, the increase was $110.4 million or 9.1%. This includes an
increase of $20.8 million in electronic payment modes related expense, which
relates to the increase in the retail price of motor fuel. As a percentage of
merchandise and service revenues, operating, selling, administrative and general
expenses remained unchanged despite the recognition of a non-recurring charge of
$5.0 million relating to the termination of certain contracts governing the
operation of automatic teller machines in some of our stores in the United
States. Not including this non-recurring charge, operating, selling,
administrative and general expenses would have decreased by 0.1% as a percentage
of merchandise and service revenues, reflecting the effectiveness of our
operating model.
Depreciation and amortization of property and equipment and
other assets increased by 27.4% to $106.9 million in fiscal 2006. This increase
is due mainly to the impact of the capital expenditures made during fiscal 2005
and 2006.
Operating income of $331.7 million for fiscal 2006 increased
by 28.0%, or $72.5 million, over the $259.2 million earned in the previous
fiscal year.
Financial expenses of $34.0 million were up by $3.3 million
or 10.7% over last year due to a general increase in interest rates. The average
interest rate applied to our borrowings rose to 7.0% compared with 5.2% for
fiscal 2005.
Income taxes increased by $28.2 million or 38.5%, to $101.5
million, primarily due to increased pre-tax earnings. The increase in the
effective income tax rate by approximately 2.0% is attributable to changes made
to the apportionment of taxable income among the various jurisdictions that have
different income tax rates.
Net earnings increased by $41.0 million or 26.4%, to $196.2
million or $0.97 per share ($0.94 per share on a diluted basis), compared with
$155.2 million or $0.77 per share ($0.75 per share on a diluted basis) in the
previous year. On a 52-week standardized period and with a comparable motor fuel
net margin1, net earnings for 2006 would have increased 22.7%.
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 29, 2007, our management and our external auditors
reported that these internal controls were effective.____________________
1 The motor fuel net margin consists of the motor fuel gross margin net of
expenses related to electronic payment modes. The comparable motor fuel net
margin is defined as the actual motor fuel net margin for the period adjusted
for the volume pumped and the motor fuel net margin realized during the
corresponding period of the year before. The calculation is performed for the
Company as a whole.

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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.
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.
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.
14

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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.
Recently Issued Accounting Standards

On January 27, 2005, the CICA Accounting Standards Board (AcSB)
issued Section 1530, "Comprehensive Income", Section 3855, "Financial
Instruments  Recognition and Measurement" and Section 3865, "Hedges". These new
sections are effective for interim and annual periods beginning after October 1,
2006 and provide comprehensive requirements for the recognition and measurement
of financial instruments, as well as standards on when and how hedge accounting
may be applied. Additionally, these sections introduce a new component of equity
referred to as comprehensive income.
Section 1530 requires companies to disclose comprehensive
income, which includes, in addition to net income, comprehensive income
consisting primarily of unrealized gains and losses that bypass the traditional
earnings statement and are recorded directly into shareholders' equity. The
components of other comprehensive income consist of unrealized gains and losses
related to the translation of foreign currency financial statements, certain
deferred gains and losses from hedging activities, and unrealized gains and
losses on certain investment securities.
We do not expect that these new recommendations will have a
material impact on our consolidated results of operations and financial
condition.
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 29, 2007, our
motor fuel revenues represented approximately 61.8% of total revenues and our
motor fuel gross profit accounted for approximately 21.5% 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. 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
of which are well-established companies. In recent years, several
non-traditional retail segments have entered the motor fuel retail business,
including supermarkets, club stores and mass merchants, and this additional
competition has had a negative impact on motor fuel profit margins in the
convenience store industry. These non-traditional motor fuel retailers have
obtained a significant share of the motor fuel market and their market share is
expected to grow. In some of our markets, our competitors have been in existence
longer and have greater financial, marketing and other resources than we do. We
may not be able to compete successfully against current and future competitors,
and competitive pressures faced by us could materially and adversely affect our
business, results of operations and financial condition.15

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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 29, 2007, revenues of tobacco products were approximately 37% 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.
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.16

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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 integrating administrative, financial
  reporting, operational and information systems and managing newly-acquired
  operations and improving their operating efficiency;

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.

17

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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% of our long-term debt is directly or indirectly (through interest rate
swaps) 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.18

---

Other risks
Motor 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 2007, a
change of one cent per gallon would have resulted in a change of $24.7 million
in the motor fuel gross profit. Such amount would impact net earnings by $0.08
per share (same 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 2007, 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 $3.5 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 $1.5 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,
$863.2 million of which, in effect, bears interest at floating rates, including
the $350.0 million 7.5% Subordinated unsecured debt that is subject to interest
rate swaps. By applying interest rates as they were in effect on April 29, 2007
to our current debt, our total interest expense would be approximately $61.8
million. A one-percentage point increase in interest rates would increase our
total annual interest expense by $8.6 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.
Outlook

During fiscal 2008, we will pursue our investments in order
to deploy our IMPACT program in approximately 400 stores. These investments will
be approximately $300.0 million, which we plan to finance with our net cash
provided by operating activities. Regarding stores acquisitions, we are
confidents to realized 250 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 are confident 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 to innovation, including
the introduction of new products and services, in order to satisfy the needs of
our growing clientele.
July 17, 2007
19
Alimentation
Couche-Tard Inc.
Consolidated Financial Statements
April 29, 2007, April 30, 2006 and April 24, 2005

Management's Reports
      2Reports of Independent Registered Public
      Accounting Firm
      2Consolidated Financial
      StatementsConsolidated Statements of
      Earnings
      5Consolidated Statements of
      Contributed Surplus
      5Consolidated Statements of
      Retained Earnings
      5Consolidated Statements of
      Cash Flows
      6Consolidated Balance Sheets
      7Notes to Consolidated
      Financial Statements
      8

Alimentation Couche-Tard
1

---

MANAGEMENT'S REPORT

The consolidated financial statements of Alimentation
Couche-Tard Inc. and 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 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, 2007

|                                          |                            
|----------------------------------------- | ---------------------------
|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

We have audited the consolidated balance sheets of
Alimentation Couche-Tard Inc. as at April 29, 2007 and April 30, 2006 and the
consolidated statements of earnings, contributed surplus, retained earnings and
cash flows for each of the years in the three-year period ended April 29, 2007.
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. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements
present fairly, in all material respects, the financial position of the Company
as at April 29, 2007 and April 30, 2006 and the results of its operations and
its cash flows for each of the years in the three-year period ended April 29,
2007 in accordance with Canadian generally accepted accounting principles.

Alimentation Couche-Tard

---



We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the effectiveness of
Alimentation Couche-Tard Inc.'s internal control over financial reporting as at
April 29, 2007, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) and our report dated June 13, 2007 expressed an
unqualified opinion on management's assessment of the effectiveness of the
Company's internal control over financial reporting and an unqualified opinion
on the effectiveness of the Company's internal control over financial reporting.

Raymond Chabot Grant Thornton, LLP 
Chartered Accountants

Montréal, Canada 
June 13, 2007



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our 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. We have 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 29, 2007. 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. Although there are inherent
limitations in the effectiveness of any system of internal control over
financial reporting, based on our evaluation, we have concluded that our
internal control over financial reporting was effective as of April 29, 2007.

Raymond Chabot Grant Thornton LLP, our independent registered
public accounting firm, has issued an attestation report on management's
assessment of internal control over financial reporting for Alimentation Couche-Tard Inc. as of April 29, 2007, which is included herein.

June 13, 2007

|                                          |                            
|----------------------------------------- | ---------------------------
|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

We have audited management's assessment, included in the
accompanying Management's Report on Internal Control Over Financial Reporting,
that Alimentation Couche-Tard Inc. maintained effective internal control over
financial reporting as of April 29, 2007, 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. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.

Alimentation Couche-Tard
3

---



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, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

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, management's assessment that Alimentation
Couche-Tard Inc. maintained effective internal control over financial reporting
as of April 29, 2007, is fairly stated, in all material respects, based on the
criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also in our opinion, Alimentation Couche-Tard Inc. maintained, in all material
respects, effective internal control over financial reporting as of April 29,
2007, 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 29, 2007 and April 30, 2006 and the consolidated
statements of earnings, contributed surplus, retained earnings and cash flows
for each of the years in the three-year period ended April 29, 2007 and our
report dated June 13, 2007 expressed an unqualified opinion on those
consolidated financial statements.

Raymond Chabot Grant Thornton, LLP 
Chartered Accountants

Montréal, Canada 
June 13, 2007

Alimentation Couche-Tard
4

---





|CONSOLIDATED STATEMENTS OF
    EARNINGS                                              
|-------------------------------------------------------------------------------------
|For the years ended April 29, 2007, April 30,
    2006 and April 24, 2005            
|(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                                                                              
|                                                                                     
|                                                                                     
|CONSOLIDATED STATEMENTS OF
    CONTRIBUTED SURPLUS                                   
|For the years ended April 29, 2007, April 30,
    2006 and April 24, 2005            
|(in millions of US dollars (Note 2))                                                 
|                                                                                     
|                                                                                     
|                                                                                     
|Balance, beginning of year                                                           
|Stock-based compensation (Note 20)                                                   
|Fair value of stock options exercised                                                
|Balance, end of year                                                                 
|                                                                                     
|                                                                                     
|CONSOLIDATED STATEMENTS OF
    RETAINED EARNINGS                                     
|For the years ended April 29, 2007, April 30,
    2006 and April 24, 2005            
|(in millions of US dollars (Note 2))                                                 
|                                                                                     
|                                                                                     
|                                                                                     
|Balance, beginning of year                                                           
|Net earnings                                                                         
|                                                                                     
|Dividends                                                                            
|Balance, end of year                                                                 

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

Alimentation Couche-Tard
5

---





|CONSOLIDATED
    STATEMENTS OF CASH FLOWS                                             
|--------------------------------------------------------------------------------------
|For the years ended
    April 29, 2007, April 30, 2006 and April 24, 2005             
|(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                                                                  
|Business acquisitions (Note 5)                                                        
|Purchase of property and
    equipment                                                
|Proceeds from sale and
    leaseback transactions                                     
|Temporary investments                                                                 
|Proceeds from disposal of
    property and equipment and other assets                 
|Increase in other assets                                                              
|Liabilities related to business
    acquisitions                                      
|Net cash used in investing
    activities                                             
|                                                                                      
|Financing activities                                                                  
|Increase in long-term debt, net
    of financing costs                                
|Repayment of long-term debt                                                           
|Dividends paid                                                                        
|Issuance of shares, net of
    share issue expenses                                   
|Net cash provided by (used in)
    financing activities                               
|Effect of exchange rate
    fluctuations on cash and cash equivalents                 
|Net (decrease) increase 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
6

---



|CONSOLIDATED BALANCE SHEETS                           
|------------------------------------------------------
|as at April 29, 2007
    and April 30, 2006           
|(in millions of US
    dollars (Note 2))              
|                                                      
|                                                      
|Assets                                                
|Current assets                                        
|Cash and cash equivalents                             
|Temporary investments                                 
|Accounts receivable (Note 10)                         
|Income taxes receivable (Note 7)                      
|Inventories (Note 11)                                 
|Prepaid expenses                                      
|Future income taxes (Note 7)                          
|                                                      
|Property and equipment
    (Note 12)                  
|Goodwill (Note 14)                                    
|Trademarks and
    licenses                           
|Other assets (Note 13)                                
|Future income taxes (Note 7)                          
|                                                      
|                                                      
|Liabilities                                           
|Current liabilities                                   
|Accounts payable and accrued liabilities (Note
    16)
|Income taxes payable (Note 7)                         
|Current portion of long-term debt (Note 17)           
|Future income taxes (Note 7)                          
|                                                      
|Long-term debt (Note
    17)                          
|Deferred credits and
    other liabilities (Note 18)  
|Future income taxes (Note 7)                          
|                                                      
|                                                      
|Shareholders'
    equity                              
|Capital stock (Note
    19)                           
|Contributed surplus                                   
|Retained earnings                                     
|Cumulative translation adjustments                    
|                                                      
|                                                      

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
7

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29,
2007, April 30, 2006 and April 24, 2005 
(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 5,513 convenience stores across
North America of which 4,072 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 29, 2007, April 30, 2006
and April 24, 2005 are referred to as 2007, 2006 and 2005. The year ended April
29, 2007 has 52 weeks (53 weeks in 2006 and 52 weeks in 2005).

Basis of presentation

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

Change in reporting currency

As at April 25, 2005, the Company has changed its reporting
currency from Canadian dollars to US dollars to provide more relevant
information considering its predominant operations in the United States and its
US dollar denominated debt. For comparative purposes, historical consolidated
financial statements and notes have been restated into US dollars using the
current rate method. The functional currencies of the Company and each of its
subsidiaries remained unchanged.

3.     Accounting changes

2006

Non-monetary transactions

On June 1, 2005, the Canadian Institute of Chartered
Accountants (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.

2005

Accounting for property and equipment and lease accounting

During 2005, the Company undertook a review of its
depreciation and amortization policies for all of its property and equipment and
of its lease accounting policies. Previously, the Company used the decreasing
charge method at various rates to calculate depreciation, except for Circle K
where the straight-line method was used. In addition, leasehold improvements
were amortized over the shorter of the term of the lease plus renewal periods or
their useful lives and rent expense was recorded over the committed lease period
and did not take into account future rent escalations included in the lease
term.

As a result of the review and an in depth study of the useful
lives of its property and equipment, the Company decided to change its
accounting policy for depreciation and amortization of property and equipment to
use the straight-line method throughout the Company. This method is more
representative of the actual useful lives of the assets and provides uniformity
within the Company. This change has been applied retroactively and prior years
consolidated financial statements have been restated.

Following a review of its lease accounting policies and the
relevant accounting literature, the Company has determined it should amortize
its leasehold improvements over the shorter of their useful lives or the lease
term. Moreover, the Company decided it should record lease expense using the
straight-line method. Accordingly, the Company has restated previously reported
consolidated financial statements to reflect these changes.

The impact of those changes as of April 25, 2004 is a
decrease in property and equipment of $10.0, an increase in net future income
tax assets of $6.5, an increase in accounts payable and accrued liabilities of
$0.6, an increase in deferred credits and other liabilities of $8.1, a reduction
in retained earnings of $11.5 and a decrease in the cumulative translation
adjustments balance of $0.7.

For 2005, the impact of those changes resulted in a $1.7
increase of the depreciation expense, a $3.5 increase in lease expense and in a
$3.7 decrease in net earnings as well as a decrease of $0.02 in diluted net
earnings per share.

Alimentation Couche-Tard
 8

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29,
2007, April 30, 2006 and April 24, 2005 
(in millions of US dollars, except share and stock option data)

3.     Accounting changes
(continued)

Consolidation of variable interest entities

During 2005, the Company adopted the CICA Accounting
Guideline No.15 (AcG-15) "Consolidation of Variable Interest Entities" (VIEs)
that came into effect November 1, 2004. This guideline clarifies and addresses
the application of consolidation guidance to those entities defined as VIEs,
which are entities that are subject to control on a basis other than voting
interests. Such entities should be consolidated by the primary beneficiary,
which is the entity that will absorb a majority of the VIE's expected losses or
will receive a majority of its expected residual returns, or both.

The implementation of this guideline did not have any material impact on the
Company's consolidated financial statements.

Asset retirement obligations

During 2005, the Company adopted the new CICA Handbook
Section 3110, "Asset Retirement Obligations", which establishes standards for
the recognition, measurement and disclosure of legal obligations associated with
the costs to retire long-lived assets. Accordingly, under the new standard, the
fair value of the future retirement costs of the Company's underground motor
fuel storage tanks is recorded as a liability on a discounted basis when it is
incurred and an equivalent amount is capitalized to property and equipment. The
initial recorded obligation, which has been discounted using the Company's
credit-adjusted risk free-rate, will be reviewed periodically to reflect the
passage of time and changes in the estimated future costs underlying the
obligation. The Company amortizes the initial amount capitalized to property and
equipment and recognizes accretion expense in connection with the discounted
liability over the estimated remaining useful life of the underground motor fuel
storage tanks.

The new standard has been applied retroactively and
consolidated financial statements of the prior periods have been restated. The
impact of this change as of April 25, 2004 is an increase in property and
equipment of $12.9, an increase in asset retirement obligations of $15.9, an
increase in net future income tax assets of $1.3 and a reduction in retained
earnings of $1.7.

For 2005, the impact on net earnings is a decrease of $1.8 ($0.01 per share
on a diluted basis).

Stock-based compensation and other stock-based payments

Effective April 26, 2004, the Company adopted the amended
recommendations of the CICA relating to Section 3870, "Stock-based Compensation
and Other Stock-based Payments". These amendments require that stock-based
compensation costs be 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 Company chose to apply these amendments retroactively,
without restating prior periods, for stock options granted since April 29, 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.

Recording of certain consideration received from a vendor

On January 31, 2005, the Company adopted both early and
retroactively the amended recommendations of the Emerging Issues Committee of
the CICA relating to the third topic of Abstract 144 (EIC-144), "Accounting by a
Customer (Including a Reseller) for Certain Consideration Received From a
Vendor". These amendments address the recognition, measurement and disclosure
requirements for vendor rebates and state that those rebates must be recognized
when probable and reasonably estimable. Therefore, vendor rebates recognized in
earnings and for which the full requirements for entitlement have not yet been
met would be disclosed. The implementation of these new recommendations did not
have any material impact on the Company's consolidated financial statements.

Generally accepted accounting principles

In July 2003, the CICA issued Handbook Section 1100,
"Generally Accepted Accounting Principles", which establishes standards for
financial reporting in accordance with Canadian GAAP and provides guidance on
sources to consult when selecting accounting policies and determining
appropriate disclosures when a matter is not dealt with explicitly in the
primary sources of Canadian GAAP. The application of these new standards was
done prospectively starting on April 26, 2004 and had no material impact on the
Company's consolidated financial statements, except for the lease accounting
described above.

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.

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 Cumulative translation adjustments account in the Shareholders' equity.

Alimentation Couche-Tard
 9

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

4.     Accounting policies (continued)

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 transaction in stores. 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 and overhead and include
advertising expenses that are charged as incurred in the amount of $28.2 in
2007, $26.8 in 2006 and $21.6 in 2005.

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 and 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.

Temporary investments

Temporary investments are comprised of securities that have maturities of
more than three months and are valued at the lower of cost and fair value.

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.

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                          | 3 to 40 years
|---------------------------------- | -------------
|Equipment                          | 3 to 40 years
|Buildings under capital
    leases | 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.

Alimentation Couche-Tard
 10

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

4.    
Accounting policies (continued)

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

Deferred charges are mainly financing costs amortized using
the effective interest rate method over the period of the corresponding debt.
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.

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 results 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% 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 10 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 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 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. They are accounted for as an adjustment of accrued interest
expense on the debt instruments. The corresponding amount to be paid to
counterparties or to be received from counterparties is accounted for as an
adjustment of accrued interest.

In the case of an early termination of one of the interest
swap agreements or if the hedge ceases to be effective prior to maturity, any
realized and unrealized gains or losses would be recorded on the balance sheet
and amortized to consolidated statement of earnings over the remaining term of
the related hedged debt. In the event of early extinguishment of the debt, any
realized or unrealized gains or losses related to the swap would be recognized
in the consolidated statement of earnings at the time of the extinguishment of
the debt.

Alimentation Couche-Tard
 11

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

4.    
Accounting policies (continued)

The Company has also designated its entire US dollars
denominated long-term debt as a foreign exchange hedge of its net investment in
its U.S. self-sustaining subsidiaries. Accordingly, corresponding foreign
exchange gains and losses are recorded in cumulative translation adjustments
account in the shareholders' equity to offset the foreign currency translation
adjustments on the investments.

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.

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.

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 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 certain independent
third party evaluations have not been finalized and since the Company has not
completed its fair value assessment, 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
      35.3Property and
      equipment
      461.2Other assets
      1.3Total tangible assets
      497.8Liabilities assumedAccounts payable and
      accrued liabilities
      5.3Deferred credits and
      other liabilities
      6.8Total liabilities
      12.1Net tangible assets acquired
      485.7Non-compete
      agreement
      1.0Trademark
      0.4Goodwill
      113.5Total consideration paid, including
      direct acquisition costs
      600.6


The Company expects that approximately
$50.0 of the goodwill related to these transactions will be deductible for tax
purposes.

Alimentation Couche-Tard
 12

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

5.     Business acquisitions (continued)

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 8 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.

2005

Changes to the purchase price allocation

During 2005, the Company finalized the allocation of the
purchase price related to the acquisition of The Circle K Corporation on
December 17, 2003. The final allocation resulted in an increase in property and
equipment of $16.5 and an increase in asset retirement obligations of $15.2
mainly due to a change in the estimate of the asset retirement obligations and
an increase in trademarks and licenses of $12.9 based on an external valuation
of trademarks. In addition, the final allocation resulted in an increase in net
working capital of $1.6, an increase in other assets of $1.3 and a decrease in
net future income tax asset of $17.1.

Acquisitions

During 2005, the Company made the following business acquisitions:

- in April 2005:
  purchase of nine sites operating under the Thornton and Pit Stop banners in
  the Midwest region of United States, from Thornton Inc. and Broadus Oil
  Corporation of Illinois Inc.;
- effective
  February 2, 2005: purchase of 19 sites operating under the Pump N Shop banner
  in the Augusta, Georgia area, United States, from QVS Inc. and Brosious & Holt
  Properties LLC;
- effective
  November 3, 2004: purchase of 21 sites in the Phoenix, Arizona area, United
  States, from Shell Oil Products US.

These three acquisitions were settled for a total cash
consideration of $69.6 financed from the Company's available cash. The net
assets acquired included working capital of $3.3, property and equipment of
$64.0 and goodwill of $2.3. Most of the goodwill related to these transactions
is deductible for tax purposes.

6.     Supplementary
information relating to the consolidated statements of earnings

|                                                                                                                                          | 2007   | 2006   | 2005  
|----------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------ | ------
|                                                                                                                                          | $      | $      | $     
|Depreciation and
    amortization                                                                                                         |        |        |       
|Property and equipment                                                                                                                    | 132.3  | 106.1  | 83.1  
|Other assets                                                                                                                              | 1.5    | 0.8    | 0.8   
|                                                                                                                                          | 133.8  | 106.9  | 83.9  
|                                                                                                                                          |        |        |       
|Financial expenses                                                                                                                        |        |        |       
|Interest on long-term debt                                                                                                                | 45.1   | 30.6   | 27.1  
|Amortization of deferred financing costs                                                                                                  | 2.7    | 3.1    | 3.1   
|                                                                                                                                          | 47.8   | 33.7   | 30.2  
|Interest on short-term debt                                                                                                               | 0.2    | 0.3    | 0.5   
|                                                                                                                                          | 48.0   | 34.0   | 30.7  
|                                                                                                                                          |        |        |       
|Interest expense                                                                                                                          |        |        |       
|                                                                                                                                          |        |        |       
|Interest
    expense on long-term debt is net of interest income. Interest income totals
    $6.0 in 2007, $8.5 in 2006 and $2.2 in 2005.
|                                                                                                                                          |        |        |       
|Supplementary information related to the rental expense included in
    Operating, selling, administrative and general expenses:         
|                                                                                                                                          |        |        |       
|                                                                                                                                          | 2007   | 2006   | 2005  
|                                                                                                                                          | $      | $      | $     
|Net rent expense                                                                                                                          |        |        |       
|Rent expense                                                                                                                              | 184.7  | 174.0  | 158.5 
|Sub-leasing income                                                                                                                        | (14.9) | (11.5) | (11.7)
|                                                                                                                                          | 169.8  | 162.5  | 146.8 

Alimentation Couche-Tard
 13

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

7.     Income taxes

|                                                                                                                                                                               | 2007   | 2006   | 2005  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------ | ------ | ------
|                                                                                                                                                                               | $      | $      | $     
|Current income taxes                                                                                                                                                           | 92.2   | 74.7   | 46.9  
|Future income taxes                                                                                                                                                            | 21.7   | 26.8   | 26.4  
|                                                                                                                                                                               | 113.9  | 101.5  | 73.3  
|                                                                                                                                                                               |        |        |       
|Earnings before income
    taxes                                                                                                                                               |        |        |       
|Domestic                                                                                                                                                                       | 93.4   | 79.7   | 96.5  
|Foreign                                                                                                                                                                        | 216.9  | 218.0  | 132.0 
|                                                                                                                                                                               | 310.3  | 297.7  | 228.5 
|                                                                                                                                                                               |        |        |       
|Current income taxes                                                                                                                                                           |        |        |       
|Domestic                                                                                                                                                                       | 37.0   | 12.4   | 26.1  
|Foreign                                                                                                                                                                        | 55.2   | 62.3   | 20.8  
|                                                                                                                                                                               | 92.2   | 74.7   | 46.9  
|                                                                                                                                                                               |        |        |       
|Future income taxes                                                                                                                                                            |        |        |       
|Domestic                                                                                                                                                                       | 0.4    | 4.8    | 4.4   
|Foreign                                                                                                                                                                        | 21.3   | 22.0   | 22.0  
|                                                                                                                                                                               | 21.7   | 26.8   | 26.4  
|                                                                                                                                                                               |        |        |       
|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:
|                                                                                                                                                                               |        |        |       
|                                                                                                                                                                               | 2007   | 2006   | 2005  
|                                                                                                                                                                               | %      | %      | %     
|Combined statutory
    income tax rate in Canada (a)                                                                                                                           | 35.03  | 32.46  | 32.28 
|Impact of tax rate
    increases (decreases)                                                                                                                                   | 0.30   | (0.02) | (0.32)
|Other permanent
    differences                                                                                                                                                | (1.81) | 1.65   | 0.12  
|Effective income tax
    rate before unusual retroactive income tax expense                                                                                                    | 33.52  | 34.09  | 32.08 
|Unusual retroactive
    income tax expense (b)                                                                                                                                 | 3.19   | -      | -     
|Effective income tax
    rate                                                                                                                                                  | 36.71  | 34.09  | 32.08 

(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. This legislative modification
will not have a significant impact on the effective income tax rate of the
Company in the future.

The components of future income tax assets (liabilities) are as follows:

|                                                | 2007   | 2006  
|----------------------------------------------- | ------ | ------
|                                                | $      | $     
|Short-term net future
    income tax assets     |        |       
|Expenses deductible in future
    years         | 18.7   | 17.1  
|Deferred credits                                | 0.1    | 0.2   
|Other                                           | 3.8    | 1.5   
|                                                | 22.6   | 18.8  
|                                                |        |       
|Long-term net future income
    tax liabilities |        |       
|Trademarks and licences                         | (49.0) | (56.2)
|Property and equipment                          | (45.5) | (21.4)
|Deferred credits                                | 9.8    | 8.9   
|Non-capital losses                              | 8.4    | 3.8   
|Expenses deductible in future
    years         | 6.3    | 5.2   
|Goodwill                                        | (5.0)  | (1.9) 
|Borrowing and share issue
    costs             | 0.4    | 1.2   
|Other                                           | (3.4)  | (9.0) 
|                                                | (78.0) | (69.4)

Alimentation Couche-Tard
 14

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

(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:                                                      |         |        
|                                                                                                                                                                           | 2007    | 2006    | 2005   
|                                                                                                                                                                           | $       | $       | $      
|Net earnings
    attributable to Class A and B shareholders                                                                                                                | 196.4   | 196.2   | 155.2  
|                                                                                                                                                                           |         |         |        
|Weighted average
    number of shares (in thousands)                                                                                                                       | 202,119 | 202,030 | 201,342
|Dilutive effect of
    stock options (in thousands)                                                                                                                        | 6,087   | 5,632   | 5,020  
|Weighted average
    number of diluted shares (in thousands)                                                                                                               | 208,206 | 207,662 | 206,362
|                                                                                                                                                                           |         |         |        
|Basic net earnings per
    share available for Class A and B shareholders                                                                                                  | 0.97    | 0.97    | 0.77   
|                                                                                                                                                                           |         |         |        
|Diluted net earnings
    per share available for Class A and B shareholders                                                                                                | 0.94    | 0.94    | 0.75   
|                                                                                                                                                                           |         |         |        
|In calculating diluted net earnings per share for 2007,
    504,996 stock options (170,000 in 2006 and 465,000 in 2005) 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:                                                                                                       |         |         |        
|                                                                                                                                                                           | 2007    | 2006    | 2005   
|                                                                                                                                                                           | $       | $       | $      
|Accounts receivable                                                                                                                                                        | (41.6)  | (37.9)  | (5.9)  
|Inventories                                                                                                                                                                | (24.4)  | (9.9)   | (5.9)  
|Prepaid expenses                                                                                                                                                           | 1.8     | (5.3)   | 1.8    
|Accounts payable and
    accrued liabilities                                                                                                                               | 59.3    | 76.8    | 119.1  
|Income taxes                                                                                                                                                               | 35.6    | 33.5    | (63.1) 
|                                                                                                                                                                           | 30.7    | 57.2    | 46.0   
|                                                                                                                                                                           |         |         |        
|Cash flows relating to
    interest and income taxes of operating activities are detailed as follows:                                                                      |         |         |        
|                                                                                                                                                                           |         |         |        
|                                                                                                                                                                           | 2007    | 2006    | 2005   
|                                                                                                                                                                           | $       | $       | $      
|Interest paid                                                                                                                                                              | 50.6    | 36.8    | 30.3   
|Income taxes paid                                                                                                                                                          | 57.7    | 42.2    | 110.9  
|                                                                                                                                                                           |         |         |        
|10.  
    Accounts receivable                                                                                                                                              |         |         |        
|                                                                                                                                                                           |         | 2007    | 2006   
|                                                                                                                                                                           |         | $       | $      
|Trade accounts
    receivable and vendor rebates receivable                                                                                                                |         | 94.2    | 70.1   
|Credit and debit cards
    receivable                                                                                                                                      |         | 90.7    | 66.0   
|Environmental costs
    receivable                                                                                                                                         |         | 2.6     | 2.0    
|Other accounts
    receivable                                                                                                                                              |         | 11.5    | 14.9   
|                                                                                                                                                                           |         | 199.0   | 153.0  
|                                                                                                                                                                           |         |         |        
|11.  
    Inventories                                                                                                                                                      |         |         |        
|                                                                                                                                                                           |         | 2007    | 2006   
|                                                                                                                                                                           |         | $       | $      
|Merchandise  retail                                                                                                                                                       |         | 251.1   | 216.0  
|Motor fuel                                                                                                                                                                 |         | 108.9   | 84.8   
|Merchandise 
    distribution centres                                                                                                                                     |         | 22.1    | 21.5   
|                                                                                                                                                                           |         | 382.1   | 322.3  

Alimentation Couche-Tard
 15

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

|12.  
    Property and equipment                  |         |              |        
|------------------------------------------------- | ------- | ------------ | -------
|                                                  |         |              | 2007   
|                                                  |         | Accumulated  |        
|                                                  | Cost    | depreciation | Net    
|                                                  | $       | $            | $      
|Land                                              | 496.4   | -            | 496.4  
|Buildings                                         | 396.4   | 57.9         | 338.5  
|Leasehold improvements                            | 239.9   | 92.7         | 147.2  
|Equipment                                         | 1,049.6 | 360.5        | 689.1  
|                                                  | 2,182.3 | 511.1        | 1,671.2
|Buildings under
    capital leases                | 4.1     | 3.7          | 0.4    
|                                                  | 2,186.4 | 514.8        | 1,671.6
|                                                  |         |              |        
|                                                  |         |              | 2006   
|                                                  |         | Accumulated  |        
|                                                  | Cost    | depreciation | Net    
|                                                  | $       | $            | $      
|Land                                              | 240.8   | -            | 240.8  
|Buildings                                         | 202.2   | 44.3         | 157.9  
|Leasehold improvements                            | 198.6   | 74.5         | 124.1  
|Equipment                                         | 780.4   | 289.6        | 490.8  
|                                                  | 1,422.0 | 408.4        | 1,013.6
|Buildings under
    capital leases                | 4.1     | 3.6          | 0.5    
|                                                  | 1,426.1 | 412.0        | 1,014.1
|                                                  |         |              |        
|13.  
    Other assets                            |         |              |        
|                                                  |         | 2007         | 2006   
|                                                  |         | $            | $      
|Deferred charges, net                             |         | 25.8         | 28.2   
|Environmental costs
    receivable                |         | 20.7         | 19.8   
|Accrued pension
    benefit asset                 |         | 8.3          | 8.6    
|Deposits                                          |         | 1.5          | 2.1    
|Other, at cost                                    |         | 12.9         | 11.6   
|                                                  |         | 69.2         | 70.3   
|                                                  |         |              |        
|14.  
    Goodwill                                |         |              |        
|                                                  |         |              |        
|                                                  |         | 2007         | 2006   
|                                                  |         | $            | $      
|Balance, beginning of
    year                    |         | 245.8        | 224.8  
|Increase related to
    business acquisitions     |         | 113.5        | 3.9    
|Increase related to
    single store acquisitions |         | 12.8         | 1.1    
|Changes to purchase
    price allocations         |         | 1.5          | -      
|Effect of exchange
    rate fluctuations          |         | 0.2          | 16.0   
|Balance, end of year                              |         | 373.8        | 245.8  

15.   Bank indebtedness

On September 22, 2006, the Company entered into a new credit agreement,
replacing its secured senior term and renewable credit facilities.

As of April 29, 2007, bank indebtedness reflects the used
portion of the unsecured line of credit available to the Company under its new
credit agreement which is described in Note 17 while as of April 30, 2006, bank
indebtedness reflected the used portion of the credit facilities available to
the Company under its previous credit agreement. As of April 29, 2007, the
available line of credit is unused while as of April 30, 2006, the available
credit facilities were unused with the exception of certain letters of
guarantee.

As of April 30, 2006, the Company had a credit agreement
consisting of a five-year renewable operating credit, maturing in December 2008,
in the amount of Cdn$50.0 available in Canadian or US dollars or as letters of
guarantee not exceeding Cdn$10.0 or the equivalent in US dollars, bearing
interest at the Canadian or US prime rate plus 0.25% to 1.0% or at LIBOR plus
1.25% to 2.0%, depending on whether certain financial ratios had been achieved.
The operating credit was also available in the form of bankers' acceptances with
stamping fees of 1.25% to 2.0%, depending on whether certain financial ratios
had been achieved. As at April 30, 2006, an amount of Cdn$49.1 was available
under this operating credit and the effective interest rate was 6.25%. The
credit agreement also provided for a five-year renewable operating credit,
maturing in December 2008, in the amount of $75.0 available in US dollars and as
letters of guarantee not exceeding $30.0, bearing interest at the US prime rate
plus 0.25% to 1.0% or at LIBOR plus 1.25% to 2.0% depending on whether certain
financial ratios had been achieved. As at April 30, 2006, an amount of $59.5 was
available under this operating credit and the effective interest rate was 6.25%.
These credit facilities were subject to the same guarantees and restrictive
covenants which applied to the secured term loans described in Note 17.

Alimentation Couche-Tard
 16

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

|16.  
    Accounts payable and accrued liabilities                                                                                                                    |       |      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -----
|                                                                                                                                                                      |       |      
|                                                                                                                                                                      | 2007  | 2006 
|                                                                                                                                                                      | $     | $    
|Accounts payable and
    accrued expenses                                                                                                                             | 537.0 | 494.1
|Sales and other taxes
    payable                                                                                                                                     | 88.2  | 61.9 
|Salaries and related
    benefits                                                                                                                                     | 61.1  | 49.2 
|Deferred credits                                                                                                                                                      | 14.7  | 11.0 
|Environmental costs                                                                                                                                                   | 9.0   | 9.9  
|Other                                                                                                                                                                 | 30.3  | 55.7 
|                                                                                                                                                                      | 740.3 | 681.8
|                                                                                                                                                                      |       |      
|17.  
    Long-term debt                                                                                                                                              |       |      
|                                                                                                                                                                      |       |      
|                                                                                                                                                                      | 2007  | 2006 
|                                                                                                                                                                      | $     | $    
|Term revolving
    unsecured operating credit granted under the new credit agreement(a)                                                                               | 513.2 | -    
|Subordinated unsecured
    debt (b)                                                                                                                                   | 350.0 | 350.0
|Note payable, secured
    by the assets of certain stores, 8.75%, repayable in monthly instalments, maturing in 2019                                                  | 4.9   | 5.2  
|Obligations related to
    buildings under capital leases, rates varying from 11.36% to 12.54% (6.89%
    to 13.25% in 2006),
    payable on various dates until 2019 | 1.9   | 2.3  
|Secured term loans
    granted under the previous credit agreement (c)                                                                                                |       |      
|Term loan "A"                                                                                                                                                         | -     | 19.5 
|Term loan "B"                                                                                                                                                         | -     | 147.0
|Mortgage loans secured
    by land and buildings, rates varying from 7.0% to 8.0%, payable in monthly instalments                                                     | -     | 0.1  
|                                                                                                                                                                      | 870.0 | 524.1
|Current portion of
    long-term debt                                                                                                                                 | 0.5   | 8.0  
|                                                                                                                                                                      | 869.5 | 516.1

(a) Term revolving unsecured operating credit granted under the new credit
agreement:

As at April 29, 2007, the Company has a credit agreement
consisting of a revolving unsecured facility of an initial maximum amount of
$500.0 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.
This facility is effective since September 22, 2006. In addition, the credit
agreement includes a clause that permits the Company to increase the limit by a
maximum amount of $250.0. On November 15, 2006, the Company took advantage of
this clause for an amount of $150.0 bringing the maximum available amount to
$650.0, as at April 29, 2007. 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
- As mentioned in Note 15, 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 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, the variable
margin used to determine the interest rate applicable to amounts borrowed and
stand-by fees are determined according to a leverage ratio of the Company.

Under the new 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 29, 2007, the effective interest rate is 6.23%.
In addition, Cdn$0.7 and $16.6 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, maturing December 15, 2013,
bearing interest at a rate of 7.5% and redeemable under certain conditions as of
December 15, 2008.

The total amount of the loan is subject to interest rate
swaps (see Note 23).

The subordinated unsecured debt agreement imposes
restrictions on certain transactions.

Alimentation Couche-Tard
 17

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

17.     Long-term debt (continued)

(c) Secured term loans granted under the previous credit agreement:

- Term
  loan "A":

Term loan "A", maturing on December
17, 2008, payable in quarterly instalments increasing gradually from 2.5% of the
balance of the loan to 7.5% of the balance of the loan from July 2008, bearing
interest at the Canadian prime rate plus 0.25% to 1.0% or the LIBOR rate plus
1.25% to 2.0%, depending on whether certain financial ratios were achieved. As
at April 30, 2006, the effective interest rate was 6.25%;

- Term
  loan "B":

Term loan "B", maturing on December
17, 2010, payable in quarterly instalments of 0.25% of the balance of the loan
for the first six years and in quarterly instalments of 23.5% of the balance of
the loan for the seventh year, bearing interest at the prime US rate plus 0.75%
or the LIBOR rate plus 1.75%. As at April 30, 2006, the effective interest rate
was 6.75%.

Substantially all of the Company's
assets were pledged to secure these term loans.

Under the previous credit agreement,
the Company had to maintain certain financial ratios. The agreement also imposed
certain restrictions on the Company and included requirements to seek the
consent of the lenders to undertake certain transactions.

Instalments on long-term debt for the next years are as follows:

|                                                        | Obligations related |            
|------------------------------------------------------- | ------------------- | -----------
|                                                        | to buildings under  |            
|                                                        | capital leases      | Other loans
|                                                        | $                   | $          
|2008                                                    | 0.6                 | 0.2        
|2009                                                    | 0.5                 | 0.2        
|2010                                                    | 0.5                 | 0.3        
|2011                                                    | 0.4                 | 0.3        
|2012                                                    | 0.3                 | 513.5      
|2013 and thereafter                                     | 1.3                 | 353.6      
|                                                        | 3.6                 |            
|Interest expense included in
    minimum lease payments | 1.7                 |            
|                                                        | 1.9                 |            

18.   Deferred credits and other
liabilities

|                                                     | 2007  | 2006 
|---------------------------------------------------- | ----- | -----
|                                                     | $     | $    
|Asset retirement obligations (a)                     | 37.1  | 31.2 
|Deferred credits                                     | 25.8  | 19.6 
|Deferred gain on sale and leaseback
    transactions | 22.7  | 7.6  
|Provision for site restoration costs                 | 18.5  | 18.1 
|Deferred rent expense                                | 14.1  | 13.1 
|Provision for workers' compensation                  | 10.5  | 8.0  
|Accrued pension benefit liability                    | 8.2   | 7.2  
|Other liabilities                                    | 25.0  | 22.4 
|                                                     | 161.9 | 127.2

(a)

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:

|                                                                                                                                                                                                                                                                                         | 2007  | 2006 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -----
|                                                                                                                                                                                                                                                                                         | $     | $    
|Balance, beginning of
    year                                                                                                                                                                                                                                                           | 35.9  | 22.1 
|Liabilities incurred                                                                                                                                                                                                                                                                     | 0.4   | 0.4  
|Liabilities settled                                                                                                                                                                                                                                                                      | (1.1) | (1.3)
|Accretion expense                                                                                                                                                                                                                                                                        | 3.3   | 1.9  
|Business acquisitions                                                                                                                                                                                                                                                                    | 6.1   | 0.5  
|Revision of
    estimations                                                                                                                                                                                                                                                              | 0.4   | 11.8 
|Effect of exchange
    rate fluctuations                                                                                                                                                                                                                                                 | 0.1   | 0.5  
|Balance, end of year                                                                                                                                                                                                                                                                     | 45.1  | 35.9 
|                                                                                                                                                                                                                                                                                         |       |      
|Of the total liability recorded in the consolidated
    balance sheets as of April 29, 2007 and April 30, 2006, $37.1 and $31.2,
    respectively, are included in Deferred credits and other liabilities and the
    remainder is included in Accounts payable and accrued liabilities.

Alimentation Couche-Tard
 18

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

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.

Issued and fully paid

The changes in number of outstanding shares are as follows:

|                                         |                  |  | 2007  |  |                  |  | 2006 
|---------------------------------------- | ---------------- |  | ----- |  | ---------------- |  | -----
|                                         | Number of shares |  | $     |  | Number of shares |  | $    
|Class A multiple
    voting shares       |                  |  |       |  |                  |  |      
|Balance, beginning of year               | 56,388,652       |  | 8.0   |  | 56,594,692       |  | 8.0  
|Conversion into Class B shares           | (213,340)        |  | -     |  | (206,040)        |  | -    
|Balance, end of year                     | 56,175,312       |  | 8.0   |  | 56,388,652       |  | 8.0  
|                                         |                  |  |       |  |                  |  |      
|Class B subordinate
    voting shares    |                  |  |       |  |                  |  |      
|Balance, beginning of year               | 145,651,434      |  | 343.0 |  | 145,375,660      |  | 342.8
|Issued as part of a previous acquisition | 16               |  | -     |  | 1,630            |  | -    
|Issued on conversion of Class A shares   | 213,340          |  | -     |  | 206,040          |  | -    
|Stock options exercised for cash         | 294,784          |  | 1.1   |  | 68,104           |  | 0.2  
|Fair value of stock options exercised    | -                |  | 0.2   |  | -                |  | -    
|Balance, end of year                     | 146,159,574      |  | 344.3 |  | 145,651,434      |  | 343.0
|Total issued and fully
    paid          |                  |  | 352.3 |  |                  |  | 351.0
|                                         |                  |  |       |  |                  |  |      
|                                         |                  |  |       |  |                  |  | 2005 
|                                         |                  |  |       |  | Number of shares |  | $    
|Class A multiple
    voting shares       |                  |  |       |  |                  |  |      
|Balance, beginning of year               |                  |  |       |  | 57,041,722       |  | 8.1  
|Conversion into Class B shares           |                  |  |       |  | (447,030)        |  | (0.1)
|Balance, end of year                     |                  |  |       |  | 56,594,692       |  | 8.0  
|                                         |                  |  |       |  |                  |  |      
|Class B subordinate
    voting shares    |                  |  |       |  |                  |  |      
|Balance, beginning of year               |                  |  |       |  | 140,490,082      |  | 333.4
|Issued as part of a previous acquisition |                  |  |       |  | 548              |  | -    
|Issued on conversion of Class A shares   |                  |  |       |  | 447,030          |  | 0.1  
|Stock options exercised for cash         |                  |  |       |  | 4,438,000        |  | 9.3  
|Balance, end of year                     |                  |  |       |  | 145,375,660      |  | 342.8
|Total issued and fully
    paid          |                  |  |       |  |                  |  | 350.8

Alimentation Couche-Tard
 19

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

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

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% 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 market price of the Class B shares
on the Toronto Stock Exchange on the date of 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.

The table below presents the status of the Company's stock
option plan as at April 29, 2007, April 30, 2006 and April 24, 2005 and the
changes therein during the years then ended:

|                                                                                                                                                                                                                                            |                   |  |                     |  | 2007             |  |                   |  | 2006               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- |  | ------------------- |  | ---------------- |  | ----------------- |  | -------------------
|                                                                                                                                                                                                                                            |                   |  |                     |  | Weighted         |  |                   |  | Weighted           
|                                                                                                                                                                                                                                            |                   |  | Number of stock     |  | average exercise |  | Number of stock   |  | average exercise   
|                                                                                                                                                                                                                                            |                   |  | options             |  | price            |  | options           |  | price              
|                                                                                                                                                                                                                                            |                   |  |                     |  | Cdn$             |  |                   |  | Cdn$               
|Outstanding, beginning
    of year                                                                                                                                                                                                          |                   |  | 9,252,380           |  | 7.66             |  | 8,745,400         |  | 6.93               
|Granted                                                                                                                                                                                                                                     |                   |  | 388,100             |  | 25.60            |  | 580,100           |  | 18.36              
|Exercised                                                                                                                                                                                                                                   |                   |  | (294,784)           |  | 4.17             |  | (68,104)          |  | 4.13               
|Forfeited                                                                                                                                                                                                                                   |                   |  | (18,830)            |  | 13.67            |  | (5,016)           |  | 14.33              
|Outstanding, end of
    year                                                                                                                                                                                                                |                   |  | 9,326,866           |  | 8.50             |  | 9,252,380         |  | 7.66               
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|Exercisable stock
    options, end of year                                                                                                                                                                                                  |                   |  | 8,122,627           |  |                  |  | 7,674,976         |  |                    
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  | 2005               
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  | Weighted           
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  | Number of stock   |  | average exercise   
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  | options           |  | price              
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  | Cdn$               
|Outstanding, beginning
    of year                                                                                                                                                                                                          |                   |  |                     |  |                  |  | 12,626,200        |  | 5.05               
|Granted                                                                                                                                                                                                                                     |                   |  |                     |  |                  |  | 605,000           |  | 15.92              
|Exercised                                                                                                                                                                                                                                   |                   |  |                     |  |                  |  | (4,438,000)       |  | 2.79               
|Forfeited                                                                                                                                                                                                                                   |                   |  |                     |  |                  |  | (47 800)          |  | 6,74               
|Outstanding, end of
    year                                                                                                                                                                                                                |                   |  |                     |  |                  |  | 8,745,400         |  | 6.93               
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|Exercisable stock
    options, end of year                                                                                                                                                                                                  |                   |  |                     |  |                  |  | 6,312,000         |  |                    
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|The following table presents information on the stock
    options outstanding and exercisable as at April 29, 2007:                                                                                                                        
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|                                                                                                                                                                                                                                            |                   |  | 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 29, 2007    |  | (years)             |  | price            |  | April 29, 2007    |  | price              
|Cdn$                                                                                                                                                                                                                                        |                   |  |                     |  | Cdn$             |  |                   |  | Cdn$               
|2  4                                                                                                                                                                                                                                       | 2,670,000         |  | 3.40                |  | 2.67             |  | 2,670,000         |  | 2.67               
|6  8                                                                                                                                                                                                                                       | 3,676,400         |  | 5.01                |  | 7.35             |  | 3,642,120         |  | 7.35               
|8  12                                                                                                                                                                                                                                      | 1,343,600         |  | 6.57                |  | 10.61            |  | 1,051,760         |  | 10.59              
|12  16                                                                                                                                                                                                                                     | 250,000           |  | 7.06                |  | 12.46            |  | 194,000           |  | 12.37              
|16  20                                                                                                                                                                                                                                     | 881,870           |  | 7.88                |  | 17.33            |  | 439,748           |  | 17.34              
|20  26                                                                                                                                                                                                                                     | 504,996           |  | 9.41                |  | 24.86            |  | 124,999           |  | 24.41              
|                                                                                                                                                                                                                                            | 9,326,866         |  |                     |  |                  |  | 8,122,627         |  |                    
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|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:
|                                                                                                                                                                                                                                            |                   |  |                     |  |                  |  |                   |  |                    
|                                                                                                                                                                                                                                            |                   |  |                     |  | 2007             |  | 2006              |  | 2005               
|Expected dividends
    (per share)                                                                                                                                                                                                          |                   |  |                     |  | Cdn$0.12         |  | Cdn$0.10          |  | None               
|Expected volatility                                                                                                                                                                                                                         |                   |  |                     |  | 35.00%           |  | 35.00%            |  | 35.00%             
|Risk-free interest
    rate                                                                                                                                                                                                                 |                   |  |                     |  | 4.14%            |  | 3.92%             |  | 4.26%              
|Expected life                                                                                                                                                                                                                               |                   |  |                     |  | 8 years          |  | 8 years           |  | 8 years            

The weighted average fair value of stock options granted in
2007 is Cdn$11.64 (Cdn$8.65 in 2006 and Cdn$7.72 in 2005).

For 2007, compensation cost charged to consolidated statement
of earnings amounts to $4.2 ($3.8 in 2006 and $2.5 in 2005).

Alimentation Couche-Tard
 20

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

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

Deferred Share Unit Plan

On July 13, 2004, the Company adopted a Deferred Share Unit
Plan for the benefit of its external directors allowing them 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 increase in the market value
of the Class B shares. As at April 29, 2007, the Company has a total of 30,027
DSUs outstanding (21,108 as at April 30, 2006).

Share Appreciation Rights Plan

The Board of Directors approved on July 13, 2004 a Share
Appreciation Rights Plan for officers and key employees of the Company. The
amount payable to the Participant 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 is granted as at April 29, 2007 and
April 30, 2006.

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 consecutive
highest five years average salary.

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 $4.0 for 2007 ($3.3 for 2006 and
$3.6 for 2005).

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 of January 1, 2005 and the next required valuation will be as of
January 1, 2008.

Information about the Company's defined benefit plans, in aggregate, is as
follows:

|                                                                                                                                  | 2007   | 2006  
|--------------------------------------------------------------------------------------------------------------------------------- | ------ | ------
|                                                                                                                                  | $      | $     
|Accrued benefit
    obligation                                                                                                    |        |       
|Balance, beginning of year                                                                                                        | 32.9   | 29.2  
|Current service cost                                                                                                              | 0.8    | 0.7   
|Interest cost                                                                                                                     | 1.8    | 1.7   
|Benefits paid                                                                                                                     | (2.1)  | (1.7) 
|Actuarial losses                                                                                                                  | 2.5    | -     
|Effect of exchange rate fluctuations                                                                                              | 0.1    | 3.0   
|Balance, end of year                                                                                                              | 36.0   | 32.9  
|                                                                                                                                  |        |       
|                                                                                                                                  | 2007   | 2006  
|                                                                                                                                  | $      | $     
|Plans assets                                                                                                                      |        |       
|Fair value, beginning of year                                                                                                     | 22.9   | 21.4  
|Actual return on plans assets                                                                                                     | 1.7    | 0.6   
|Employees contributions                                                                                                           | 0.1    | 0.1   
|Benefits paid                                                                                                                     | (1.6)  | (1.3) 
|Effect of exchange rate fluctuations                                                                                              | (0.1)  | 2.1   
|Fair value, end of year                                                                                                           | 23.0   | 22.9  
|                                                                                                                                  |        |       
|Reconciliation of the
    funded status of the benefit plans to the amount recorded in the
    consolidated financial statements: |        |       
|                                                                                                                                  |        |       
|                                                                                                                                  | 2007   | 2006  
|                                                                                                                                  | $      | $     
|Fair value of plans assets                                                                                                        | 23.0   | 22.9  
|Accrued benefit obligation                                                                                                        | 36.0   | 32.9  
|Funded status-plan deficit                                                                                                        | (13.0) | (10.0)
|Unamortized net actuarial loss                                                                                                    | 13.7   | 12.1  
|Unamortized transitional net asset                                                                                                | (2.0)  | (2.5) 
|Unamortized past service cost                                                                                                     | 1.4    | 1.8   
|Accrued benefit asset                                                                                                             | 0.1    | 1.4   

As at April 29, 2007, the accrued benefit obligation for
unfunded pension plans amounts to $13.5 ($11.7 as at April 30, 2006).

Alimentation Couche-Tard
 21

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

|21.  
    Employee future benefits (continued)                                                                                                                                              |                     |                            |                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | -------------------------- | -----------------
|                                                                                                                                                                                            |                     |                            |                  
|The
    accrued benefit asset is included in the Company's balance sheets as
    follows:                                                                                                   |                     |                           
|                                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            |                     | 2007                       | 2006             
|                                                                                                                                                                                            |                     | $                          | $                
|Other assets                                                                                                                                                                                |                     | 8.3                        | 8.6              
|Deferred credits and
    other liabilities                                                                                                                                                  |                     | (8.2)                      | (7.2)            
|Accrued benefit asset                                                                                                                                                                       |                     | 0.1                        | 1.4              
|                                                                                                                                                                                            |                     |                            |                  
|As of the measurement
    date, plans assets consist of:                                                                                                                                    |                     |                            |                  
|                                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            |                     | Percentage of plans assets
|                                                                                                                                                                                            |                     | 2007                       | 2006             
|                                                                                                                                                                                            |                     | %                          | %                
|Assets category                                                                                                                                                                             |                     |                            |                  
|Equity securities                                                                                                                                                                           |                     | 24.4                       | 32.1             
|Debt securities                                                                                                                                                                             |                     | 75.6                       | 67.9             
|Total                                                                                                                                                                                       |                     | 100.0                      | 100.0            
|                                                                                                                                                                                            |                     |                            |                  
|The
    Company's pension benefit expense for the year is determined as follows:                                                                                                            |                     |                           
|                                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            |                     |                            | 2007             
|                                                                                                                                                                                            | Incurred during the | Adjustments                | Recognized during
|                                                                                                                                                                                            | year                | (a)                        | the year         
|                                                                                                                                                                                            | $                   | $                          | $                
|Current service cost, net of employee
    contributions                                                                                                                                     | 0.7                 | -                          | 0.7              
|Interest cost                                                                                                                                                                               | 1.8                 | -                          | 1.8              
|Actual return on plan assets                                                                                                                                                                | (1.7)               | 0.2                        | (1.5)            
|Amortization of the net transitional asset                                                                                                                                                  | -                   | (0.5)                      | (0.5)            
|Net actuarial losses                                                                                                                                                                        | 2.6                 | (1.7)                      | 0.9              
|Amortization of past service cost                                                                                                                                                           | -                   | 0.3                        | 0.3              
|Pension expense for
    the year                                                                                                                                                            | 3.4                 | (1.7)                      | 1.7              
|                                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            |                     |                            | 2006             
|                                                                                                                                                                                            | Incurred during the | Adjustments                | Recognized during
|                                                                                                                                                                                            | year                | (a)                        | the year         
|                                                                                                                                                                                            | $                   | $                          | $                
|Current service cost, net of employee
    contributions                                                                                                                                     | 0.6                 | -                          | 0.6              
|Interest cost                                                                                                                                                                               | 1.7                 | -                          | 1.7              
|Actual return on plan assets                                                                                                                                                                | (0.6)               | (0.9)                      | (1.5)            
|Amortization of the net transitional asset                                                                                                                                                  | -                   | (0.5)                      | (0.5)            
|Net actuarial losses                                                                                                                                                                        | -                   | 0.8                        | 0.8              
|Amortization of past service cost                                                                                                                                                           | -                   | 0.3                        | 0.3              
|Pension expense for
    the year                                                                                                                                                            | 1.7                 | (0.3)                      | 1.4              
|                                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            |                     |                            | 2005             
|                                                                                                                                                                                            | Incurred during the | Adjustments                | Recognized during
|                                                                                                                                                                                            | year                | (a)                        | the year         
|                                                                                                                                                                                            | $                   | $                          | $                
|Current service cost, net of employee
    contributions                                                                                                                                     | 0.5                 | -                          | 0.5              
|Interest cost                                                                                                                                                                               | 1.5                 | -                          | 1.5              
|Actual return on plan assets                                                                                                                                                                | (1.0)               | (0.4)                      | (1.4)            
|Amortization of the net transitional asset                                                                                                                                                  | -                   | (0.5)                      | (0.5)            
|Net actuarial losses                                                                                                                                                                        | 3.3                 | (2.8)                      | 0.5              
|Amortization of past service cost                                                                                                                                                           | -                   | 0.2                        | 0.2              
|Pension expense for
    the year                                                                                                                                                            | 4.3                 | (3.5)                      | 0.8              
|                                                                                                                                                                                            |                     |                            |                  
|(a)   
    Adjustments to recognize the long-term nature of employee future benefit
    costs.                                                                                              |                     |                           
|                                                                                                                                                                                            |                     |                            |                  
|The significant 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:                                                                                                                                                             |                     |                            |                  
|                                                                                                                                                                                            | 2007                | 2006                       |                  
|                                                                                                                                                                                            | %                   | %                          |                  
|Discount rate                                                                                                                                                                               | 5.25                | 5.75                       |                  
|Rate of compensation
    increase                                                                                                                                                           | 4.00                | 4.00                       |                  
|                                                                                                                                                                                            |                     |                            |                  
|Pension expense:                                                                                                                                                                            |                     |                            |                  
|                                                                                                                                                                                            | 2007                | 2006                       | 2005             
|                                                                                                                                                                                            | %                   | %                          | %                
|Discount rate                                                                                                                                                                               | 5.25                | 5.75                       | 6.25             
|Expected rate of
    return on plans assets                                                                                                                                                 | 7.00                | 7.00                       | 7.00             
|Rate of compensation
    increase                                                                                                                                                           | 4.00                | 4.00                       | 4.00             

Alimentation Couche-Tard
 22

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

21.   Employee future benefits
(continued)

Defined contribution plans

The Company's total pension expense under its defined
contribution plans for the year 2007 is $3.5 ($2.8 in 2006 and $3.1 in 2005).

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% of their base salary
and 100% 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 $6.5 as at April 29, 2007 ($4.0 as at April 30, 2006) and are included
in Deferred credits and other liabilities.

22.   Environmental costs

The Company is subject to Canadian and American 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 $27.5 provision for environmental costs as at
April 29, 2007 ($28.0 as at April 30, 2006). Of this amount, $9.0 ($9.9 as at
April 30, 2006) 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 $23.3 for environmental costs receivable
as at April 29, 2007 ($21.8 as at April 30, 2006), of which $2.6 ($2.0 as at
April 30, 2006) is included in Accounts receivable, the remainder being included
in Other assets.

23.   Financial instruments

Description of derivative financial instruments

Management of interest rate risk

The Company has entered into interest rate swaps to manage
interest rate fluctuations. It has agreed to swap the amount of the difference
between the variable interest rate and the fixed rate, calculated based 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 6
    month
|              |           | receives
    fixed |            | plus
    3.03%   
|December 2013 | 100.0     | pays
    variable  | 7.5        | LIBOR 6
    month
|              |           | receives
    fixed |            | plus
    2.98%   
|December 2013 | 150.0     | pays
    variable  | 7.5        | LIBOR 6
    month
|              |           | receives
    fixed |            | plus
    2.89%   

(a)

Fair value of financial instruments

The fair value of cash and cash equivalents, accounts
receivable and accounts payable and accrued liabilities is comparable to their
carrying amount given that they will mature in less than one year.

The fair value of the temporary investments, which were
bearing interest at rates varying from 3.90% to 4.22% as at April 30, 2006, was
$21.4 as per the mark to market as at the same date.

With the exception of the subordinated unsecured debt, there
is no significant difference between the fair value and the carrying amount of
the Company's long-term debt as at April 29, 2007 and April 30, 2006, given that
the largest loans bear interest at a floating rate.

The fair value of the subordinated unsecured debt is $364.4
as at April 29, 2007 ($357.9 as at April 30, 2006) and is 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.

The fair value of the interest rate swaps, as determined by
the Company's banks based on quoted market prices for similar instruments, is
$14.9 payable by the Company ($27.0 payable by the Company as at April 30,
2006).

Alimentation Couche-Tard
 23

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

23. Financial instruments (continued)

Credit risk

The Company is not subject to credit risk considering the nature of its
activities and its counterparties.

24. Contractual obligations

Minimum lease payments

As at April 29, 2007, the Company has entered into lease
agreements expiring on various dates until 2031 which call for aggregate minimum
lease payments of $1,137.5 in the United States and of Cdn$429.0 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 years are as follows:

United States
      Canada$
      Cdn$2008
      108.8
      73.12009
      102.5
      59.62010
      95.5
      46.92011
      88.8
      38.92012
      83.6
      31.52013 and thereafter
      658.3
      179.0


Purchase commitments

The Company has concluded agreements to acquire, during the
next years, franchise rights and equipment which call for aggregate payments of
Cdn$5.0. The minimum payments for the next years are Cdn$0.6 in 2008, Cdn$1.6 in
2009, Cdn$0.7 in 2010, 2011 and 2012 and a total of Cdn$0.7 for 2013 and the
subsequent years.

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 that relate to human
resources and the environment. 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 $1.5. 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
 24

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

(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:

|                                            |         |         | 2007     |         |         | 2006    
|------------------------------------------- | ------- | ------- | -------- | ------- | ------- | --------
|                                            | U.S.    | Canada  | Total    | U.S.    | Canada  | Total   
|                                            | $       | $       | $        | $       | $       | $       
|External customer
    revenues(a)           |         |         |          |         |         |         
|Merchandise and
    services                | 3,116.6 | 1,500.4 | 4,617.0  | 2,812.0 | 1,426.7 | 4,238.7 
|Motor fuel                                  | 6,514.6 | 955.8   | 7,470.4  | 5,044.9 | 873.7   | 5,918.6 
|                                            | 9,631.2 | 2,456.2 | 12,087.4 | 7,856.9 | 2,300.4 | 10,157.3
|                                            |         |         |          |         |         |         
|Gross profit                                |         |         |          |         |         |         
|Merchandise and
    services                | 1,046.9 | 526.6   | 1,573.5  | 932.3   | 483.1   | 1,415.4 
|Motor fuel                                  | 372.1   | 58.9    | 431.0    | 312.5   | 63.6    | 376.1   
|                                            | 1,419.0 | 585.5   | 2,004.5  | 1,244.8 | 546.7   | 1,791.5 
|                                            |         |         |          |         |         |         
|Property and
    equipment and goodwill (a) | 1,572.0 | 473.4   | 2,045.4  | 795.7   | 464.2   | 1,259.9 
|                                            |         |         |          |         |         |         
|                                            |         |         |          |         |         |         
|                                            |         |         |          |         |         | 2005    
|                                            |         |         |          | U.S.    | Canada  | Total   
|                                            |         |         |          | $       | $       | $       
|External customer
    revenues(a)           |         |         |          |         |         |         
|Merchandise and
    services                |         |         |          | 2,564.7 | 1,239.5 | 3,804.2 
|Motor fuel                                  |         |         |          | 3,567.8 | 664.8   | 4,232.6 
|                                            |         |         |          | 6,132.5 | 1,904.3 | 8,036.8 
|                                            |         |         |          |         |         |         
|Gross profit                                |         |         |          |         |         |         
|Merchandise and
    services                |         |         |          | 834.9   | 415.7   | 1,250.6 
|Motor fuel                                  |         |         |          | 255.9   | 51.3    | 307.2   
|                                            |         |         |          | 1,090.8 | 467.0   | 1,557.8 
|                                            |         |         |          |         |         |         
|Property and
    equipment and goodwill (a) |         |         |          | 629.7   | 407.2   | 1,036.9 

(a)

27.   Subsequent events

On June 5, 2007, the Company acquired, from Sterling Stores,
LLC, 28 company-operated stores. These stores are operating under the Sterling
banner in northwest Ohio, United States.

28.   Comparative
figures

Certain comparative figures have been reclassified to comply
with the presentation adopted in the current year.

29.   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 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
follow:

Alimentation Couche-Tard
 25

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

29.  
Reconciliation of Canadian and United States Generally Accepted Accounting
Principles (continued)

A. Consolidated financial statements

Consolidated Statements of Earnings

|                                                                             |               |           | 2006          | 2005        
|---------------------------------------------------------------------------- | ------------- | --------- | ------------- | ------------
|                                                                             |               | 2007      | restated (d)  | restated (d)
|                                                                             |               | $         | $             | $           
|Net earnings in accordance with
    Canadian GAAP                            |               | 196.4     | 196.2         | 155.2       
|                                                                             |               |           |               |             
|Adjustments with respect to                                                  |               |           |               |             
|Sale and leaseback transactions (c)                                          |               | (5.6)     | (5.7)         | (5.8)       
|Loss on subleases (g)                                                        |               | (1.5)     | -             | -           
|Stock-based compensation (d)                                                 |               | -         | (2.0)         | (2.1)       
|Deferred charges and other assets (e)                                        |               | 0.3       | 0.3           | 0.3         
|Supplier rebates and other supplier payments (f)                             |               | -         | -             | (0.6)       
|Pension expense (b)                                                          |               | -         | -             | (0.1)       
|Tax effect of the above adjustments                                          |               | 2.8       | 2.3           | 3.2         
|Cumulative effect of accounting changes                                      |               |           |               |             
|Depreciation and amortization of fixed assets
    (net of taxes of $0.2) (j) | -             | -         | 0.4          
|                                                                             |               | (4.0)     | (5.1)         | (4.7)       
|Net earnings in accordance with U.S.
    GAAP                                |               | 192.4     | 191.1         | 150.5       
|                                                                             |               |           |               |             
|Net
    earnings per share in accordance with U.S. GAAP (d)                  |               |           |               |             
|Basic                                                                        |               | 0.95      | 0.95          | 0.75        
|Diluted                                                                      |               | 0.92      | 0.92          | 0.73        
|                                                                             |               |           |               |             
|Consolidated Balance Sheets                                                  |               |           |               |             
|                                                                             |               |           |               | 2006        
|                                                                             |               | 2007      |               | restated (d)
|                                                                             | Canadian GAAP | U.S. GAAP | Canadian GAAP | U.S. GAAP   
|                                                                             | $             | $         | $             | $           
|ASSETS                                                                       |               |           |               |             
|Short-term
    future income taxes (b)                                       | 22.7          | 22.9      | 18.9          | 18.9        
|Property
    and equipment (c) (e)                                           | 1,671.6       | 1,767.5   | 1,014.1       | 1,114.0     
|Goodwill
    (f)                                                             | 373.8         | 373.2     | 245.8         | 245.2       
|Other
    assets (b) (e)                                                     | 69.2          | 69.3      | 70.3          | 70.0        
|Long-term
    future income taxes (b) (c) (g)                                | 0.9           | 20.0      | 0.6           | 12.5        
|                                                                             |               |           |               |             
|LIABILITIES                                                                  |               |           |               |             
|Accounts
    payable and accrued liabilities (b)                             | 740.3         | 740.8     | 681.8         | 681.8       
|Long-term
    debt (a) (c)                                                   | 869.5         | 988.0     | 516.1         | 621.2       
|Deferred
    credits and other liabilities (a) (b) (c) (g)                   | 161.9         | 190.9     | 127.2         | 156.9       
|Long-term
    future income taxes (b) (e)                                    | 78.9          | 77.9      | 70.0          | 67.4        
|                                                                             |               |           |               |             
|SHAREHOLDERS' EQUITY                                                         |               |           |               |             
|Capital
    stock (d) (h)                                                    | 352.3         | 354.6     | 351.0         | 352.7       
|Contributed surplus (d)                                                      | 13.4          | 28.3      | 9.4           | 24.9        
|Retained
    earnings (b) (c) (d) (e) (f) (g) (h)                            | 681.9         | 640.5     | 505.0         | 467.9       
|Cumulative
    translation adjustments (i)                                   | 97.8          | -         | 100.6         | -           
|Accumulated other comprehensive income (b) (j) (k)                           | -             | 89.7      | -             | 99.2        

Alimentation Couche-Tard
 26

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

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

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.

In 2004, the Company entered into 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 U.S. GAAP
consolidated earnings against the change in the fair value of the hedged item.
In the U.S. GAAP consolidated balance sheet, the interest rate swaps are
recorded at fair value and a corresponding adjustment is made to the hedged
item.

In its primary Canadian GAAP consolidated financial statements, the Company
does not recognize any gains or losses relating to the interest rate swaps but
accounts for cash flows relating to such as an adjustment of accrued interest
expense on the underlying debt instruments.

b) Pension expense and minimum liability

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.

The following table presents the incremental effect of applying the minimum
liability adjustments as in prior years, including the adjustment for the
current year, and then, the application of SFAS No. 158 on individual line items
in the consolidated balance sheet as at April 29, 2007:

As per
      
      Minimum
      
      After MinimumCanadian
      
      liability
      
      liability
      
      SFAS 158
      
      As per USGAAP
      
      adjustments
      
      adjustments
      
      adjustments
      
      GAAP$
      
      $
      
      $
      
      $
      
      $Short-term future
      income  taxes
      -
      
      -
      
      -
      
      0.2
      
      0.2Other assets
      8.2
      
      (0.1)
      
      8.1
      
      (7.6)
      
      0.5Long-term future
      income taxes
      2.6
      
      1.3
      
      3.9
      
      0.3
      
      4.2Total assets
      10.8
      
      1.2
      
      12.0
      
      (7.1)
      
      4.9Accounts payable and accrued liabilities
      -
      
      -
      
      -
      
      0.5
      
      0.5Deferred credits and
      other liabilities
      8.1
      
      3.9
      
      12.0
      
      1.0
      
      13.0Long-term future
      income taxes
      2.7
      
      -
      
      2.7
      
      (2.5)
      
      0.2Retained earnings
      -
      
      (0.9)
      
      (0.9)
      
      -
      
      (0.9)Accumulated other comprehensive income
      -
      
      (2.5)
      
      (2.5)
      
      (9.1)
      
      (11.6)Income taxes related
      to other comprehensive income
      -
      
      0.9
      
      0.9
      
      3.0
      
      3.9Cumulative
      translation adjustment
      -
      
      (0.2)
      
      (0.2)
      
      -
      
      (0.2)Total liabilities
      and shareholders'
      equity
      10.8
      
      1.2
      
      12.0
      
      (7.1)
      
      4.9


c) Sale and leaseback transactions

Under Canadian GAAP, certain leases concluded in conjunction
with sale and leaseback transactions have been afforded operating lease
treatment. 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.

Alimentation Couche-Tard
 27

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

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

d) 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 ($9.6 on April 25, 2005) decrease of Accounts payable and
accrued liabilities, a $4.1 ($4.2 on April 25, 2005) increase in Capital stock,
a $15.4 ($13.5 on April 25, 2005) increase in Contributed surplus, a $12.2
($10.2 on April 25, 2005) decrease in Retained Earnings and a decrease in
Accumulated other comprehensive income of $3.1 ($2.1 on April 25, 2005).
Consequently, diluted net earnings per share decreased by $0.01 in both 2006 and
2005.

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.

As described in Note 3, 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.

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

e) Deferred charges and other assets

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

f) 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.

g) Loss on subleases not involving an exiting activity

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

h) 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.

i) Cumulative translation adjustments

Under Canadian and U.S. GAAP, the Company's gains and losses
arising from the translation of the Canadian and corporate operations are
recorded in the Cumulative translation adjustments account. Under U.S. GAAP,
such adjustments are presented as a component of Accumulated other comprehensive
income in Shareholders' equity, whereas under Canadian GAAP, it is presented as
a separate component of Shareholders' equity. The differences presented on the
consolidated balance sheets, included herein, are as a result of the foreign
exchange translation of the reconciling items between U.S. and Canadian GAAP.

j) Accounting for property and equipment and leasehold improvements

Under Canadian GAAP, prior years' consolidated financial
statements have been restated to reflect the effect of accounting changes for
property and equipment and lease accounting as described in Note 3. Under U.S. GAAP, the cumulative effect of the change in accounting policy for depreciation
and amortization of property and equipment to the straight-line method in 2005
is included in the consolidated earnings for the year. For 2005, the impact of
this difference is an increase in the U.S. GAAP Earnings before income taxes of
$0.6 and an increase in Net earnings of $0.4 in 2005.

Alimentation Couche-Tard
 28

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 29, 2007, April 30, 2006 and April 24, 2005

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

29.  
Reconciliation of Canadian and United States Generally Accepted Accounting
Principles (continued)

B. Consolidated Statements of Comprehensive Income

U.S. GAAP require the presentation of the following
statements of consolidated comprehensive income and the changes in accumulated
other comprehensive income:

|                                                                                   |       | 2006         | 2005        
|---------------------------------------------------------------------------------- | ----- | ------------ | ------------
|                                                                                   | 2007  | restated (d) | restated (d)
|                                                                                   | $     | $            | $           
|Net earnings in accordance with U.S. GAAP                                          | 192.4 | 191.1        | 150.5       
|Other comprehensive income                                                         |       |              |             
|Cumulative translation adjustments (i)                                             | (2.6) | 41.2         | 30.9        
|Net change in minimum pension liability (net of
    taxes of $0.4 in 2007,         |       |              |             
|$0.1 in 2006 and $0.3 in 2005) (b)                                                 | (0.8) | 0.3          | (0.9)       
|                                                                                   | (3.4) | 41.5         | 30.0        
|Consolidated comprehensive income                                                  | 189.0 | 232.6        | 180.5       
|                                                                                   |       |              |             
|Changes in items of the
    accumulated other comprehensive income are as follows:
|                                                                                   |       |              |             
|                                                                                   |       | 2006         | 2005        
|                                                                                   | 2007  | restated (d) | restated (d)
|                                                                                   | $     | $            | $           
|Balance, beginning of year                                                         | 99.2  | 57.7         | 27.7        
|Changes during the year                                                            |       |              |             
|Cumulative translation adjustments                                                 | (2.6) | 41.2         | 30.9        
|Accrued pension liability as a result of adopting
    FAS-158 (b)                  | (6.1) | -            | -           
|Minimum pension liability                                                          | (0.8) | 0.3          | (0.9)       
|Balance, end of year                                                               | 89.7  | 99.2         | 57.7        

C. Accounting pronouncements not yet implemented

Canadian GAAP

In January 2005, the CICA Accounting Standards Board (AcSB)
issued Section 1530, "Comprehensive Income", Section 3855, "Financial
Instruments  Recognition and Measurement" and Section 3685, "Hedges". The
Company adopted these recommendations on April 30, 2007. These new sections are
effective for interim and annual financial statements relating to fiscal years
beginning on or after October 1, 2006 and provide comprehensive requirements for
the recognition and measurement of financial instruments, as well as standards
on when and how hedge accounting may be applied. Additionally, these sections
introduce a new component of equity referred to as other comprehensive income.

Section 1530 requires companies to disclose, in a separate
statement, comprehensive income, which includes, in addition to net income,
other comprehensive income consisting primarily of unrealized gains and losses
that will be recorded in earnings when the related assets and liabilities are
derecognised. The components of other comprehensive income consist of unrealized
gains and losses related to the translation of foreign currency financial
statements, certain deferred gains and losses from hedging activities, and
unrealized gains and losses on certain investment securities.

For the most part, these new standards harmonize Canadian
GAAP with standards previously issued by the U.S. Financial Accounting Standards
Board (FASB). The Company expects that the impact of these new sections will be
comparable to the adjustments indicated in subsections a) Derivative financial
instruments and i) Cumulative translation adjustment presented in section A of
the present note.

U.S. GAAP

In July 2006, the FASB issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes- an Interpretation of FASB Statement
No. 109" (FIN 48). FIN 48 clarifies the application of FASB Statement No. 109 by
providing guidance on the recognition and measurement of a company's tax
positions taken or expected to be taken in a tax return. FIN 48 additionally
clarifies how a company should account for a tax position depending on whether
the position is "more likely than not" to pass a tax examination. The
interpretation provides guidance on measurement, derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition
provisions. The Company adopted these recommendations on April 30, 2007. The
Company is currently evaluating FIN 48 to determine the impact on its
consolidated results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements" (SFAS No.157). SFAS No. 157 established a common definition for
fair value to be applied to U.S. GAAP requiring use of fair value, 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.

Alimentation Couche-Tard
 29

---



UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.

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.

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.

|                  | ALIMENTATION COUCHE-TARD INC.
|----------------- | -----------------------------
|                  |                              
|                  |                              
|July
    19, 2007 | By:
    /s/ Sylvain Aubry    
|                  |                              
|                  | Sylvain Aubry                
|                  | 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 LLPChartered Accountants

Consent of Independent Registered Public Accounting Firm

> We consent to the use of our reports dated June 13, 2007 on
>   management's assessment of internal control over financial reporting and the
>   effectiveness of internal control over financial reporting of Alimentation Couche-Tard Inc. (the "Corporation") as of April 29, 2007 and on the
>   consolidated balance sheets of the Corporation as at April 29, 2007 and April
>   30, 2006 and the consolidated statements of earnings, contributed surplus,
>   retained earnings and cash flows for each of the years in the three-year
>   period ended April 29, 2007, which reports appear in this Annual Report on
>   Form 40-F.
>   /S/ Raymond Chabot Grant Thornton LLP
>   
>   Chartered Accountants
>   Montreal. Canada 
>   July 18, 2007

Suite 1900 
National Bank Tower 
600 De La Gauchetière Street West 
Montréal, Québec H3B 4L8 
Telephone: (514) 878-2691 
Fax: (514) 878-2127 
www.rcgt.com

Member of Grant Thornton International

---





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;

(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 17th day of July, 2007. | (s) Alain Bouchard
|--------------------------------- | ------------------
|                                  |                   
|                                  | Name:             
|                                  | Title:            
|                                  |                   

---

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 2002I, 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 17th day of July, 2007. | (s) Richard Fortin
|--------------------------------- | ------------------
|                                  |                   
|                                  | Name:             
|                                  | Title:            
|                                  |                   

---

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 29, 2007 (the "Report")
fully complies with the requirements of § 13(a) or § 15(d), as applicable, of
the Securities Exchange Act of 1934and 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 17th day of July, 2007.

(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 29, 2007 (the "Report")
fully complies with the requirements of § 13(a) or § 15(d), as applicable, of
the Securities Exchange Act of 1934and 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 17th day of July, 2007.

(s)Richard FortinName: Richard FortinTitle: Executive Vice-Presidentand Chief Financial Officer


---