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Alimentation Couche-Tard announces its results for the third quarter of fiscal 2013

Alimentation Couche-Tard announces its results for the third quarter of fiscal
                                     2013

PR Newswire

LAVAL, QC, March 19, 2013

  *Diluted net earnings per share of the third quarter are US$0.75 compared
    to US$0.48 last year, a 56.3% increase. Excluding the foreign exchange
    loss and acquisition costs, diluted net earnings per share would have been
    US$0.81, an increase of 65.3%.
  *Total merchandise and service revenues up 4.4% in the United States and up
    5.1% in Canada. In the United States, excluding tobacco products, the
    increase is 2.6% on a same-store basis.
  *Consolidated merchandise and service gross margin up US$189.5 million or
    30.9%.
  *Total road transportation fuel volume up 8.0% in the U.S. and up 5.8% in
    Canada.
  *Road transportation fuel gross margin stood at US17.80¢ per gallon in the
    United States, US10.46¢ per litre in Europe and Cdn5.88¢ per litre in
    Canada.
  *Once adjusted for the usual items, expenses are up 0.2% for the third
    quarter.

LAVAL, QC, March 19, 2013 /PRNewswire/  - For its third quarter,  Alimentation 
Couche-Tard Inc. (TSX: ATD.A ATD.B) announces net earnings of $142.5  million, 
up $55.7 million or 64.2%, which equals $0.75 per share on a diluted basis, an
increase of $0.27 per share or 56.3% over the third quarter of fiscal 2012 net
earnings per share. The increase in net earnings is mainly attributable to the
contribution from acquisitions, to higher road transportation fuel margins, to
the growing contribution  of merchandise and  service sales, to  Couche-Tard's 
sound management of its expenses as well as to a lower income tax rate.  These 
items, which contributed to the growth in net earnings, were partially  offset 
by the increase in financial expenses attributable to the additional debt that
Couche-Tard incurred to finance  the acquisition of Statoil  Fuel & Retail  as 
well as to a foreign exchange loss of $13.6 million. All financial information
is in US dollars unless stated otherwise.

"Our recent acquisitions continue to contribute significantly to our  results" 
declared Alain Bouchard, President and  Chief Executive Officer. "We  continue 
to improve our network by adding  quality stores, while divesting some  stores 
that do  not  meet  our  profitability criteria.  Despite  the  difficult  and 
uncertain conditions in some markets,  we grew the organic contribution,  both 
in terms of merchandise,  service and motor fuel.  With respect to Europe,  we 
are making  good progress  on identifying  and implementing  opportunities  to 
improve efficiency and increase revenues. Our analysis show that opportunities
are numerous  and as  promising.  Some can  be implemented  immediately  while 
others may take more time as  they require rigorous analysis and planning.  We 
maintain our objective of $150.0 million to $200.0 million in annual synergies
and cost savings to be realized by September 2015." Mr. Bouchard concluded.

As for Raymond Paré, Vice-President and Chief Financial Officer, he indicated:
"Since the acquisition of Statoil Fuel & Retail, we have achieved the goals we
had set for ourselves from day one and we remain confident regarding synergies
to  come.  Results  from  the  last  quarters  are  encouraging  taking   into 
consideration the economic  uncertainty in  many of  our markets  and when  we 
compared ourselves to other retailers. We achieved our objective of constantly
generating value for our shareholders and our partners, whether it was through
organic growth, acquisitions,  expense control  or management  of our  balance 
sheet. Our balance sheet  is solid and gives  us the financial flexibility  we 
need, at  low cost.  As  at February  3,  2013, we  had  access to  more  than 
$1.3billion through our operating credits and our available cash. At the same
date, on a pro forma basis, for the acquisition of Statoil Fuel & Retail,  our 
adjusted net  interest  bearing  debt  to  EBITDAR  ratio  of  3.25:1  remains 
comfortable, and this, even before the positive impact of synergies.  Finally, 
also as at February 3, 2013, the average interest rate we pay on our debt  was 
approximately 2.49%,  once the  cross-currency swaps  are taken  into  account 
while our recent  transactions have also  allowed us to  benefit from  varying 
maturities up to ten years. We are therefore in a good position to continue to
reduce our leverage  and to maintain  our favorable risk  profile in order  to 
take advantage of acquisition opportunities".

Highlights of the Third Quarter of fiscal 2013
Statoil Fuel & Retail ASA ("Statoil Fuel & Retail")

Acquisition of Statoil Fuel & Retail

On June 19, 2012, the Corporation acquired 81.2% of the 300,000,000 issued and
outstanding shares of Statoil Fuel & Retail for a cash consideration of  51.20 
Norwegian Kroners ("NOK") per share for a total amount of NOK12.47billion or
approximately $2.10billion through  a voluntary public  offer (the  "offer"). 
From June  22, 2012  to June  29, 2012,  the Corporation  acquired  53,238,857 
additional shares of  Statoil Fuel &  Retail for a  cash consideration of  NOK 
51.20 per share,  totalling NOK2.73billion or  approximately $0.45  billion, 
increasing its participation to 98.9%.  Having reached a shareholding of  more 
than 90%, on  June29, 2012,  in accordance with  Norwegian laws,  Couche-Tard 
initiated the compulsory acquisition  of all of the  remaining Statoil Fuel  & 
Retail shares not deposited under the offer from the holders thereof and, as a
result, since  such  date,  the  Corporation  owns  100%  of  the  issued  and 
outstanding shares of  Statoil Fuel  & Retail. The  NOK 51.20  per share  cash 
consideration for the compulsory acquisition of all of the remaining shares of
Statoil Fuel & Retail not deposited under the offer was paid on July 11, 2012.
The Oslo Børs  Stock Exchange confirmed  the delisting of  the Statoil Fuel  & 
Retail shares effective as of the close of markets in Norway on July 12, 2012.
The acquisition of the  300,000,000 issued and  outstanding shares of  Statoil 
Fuel & Retail was therefore made for  a total cash consideration of NOK  15.36 
billion, or $2.58 billion. During the 16 and 40-week periods ended February 3,
2013, the Corporation recorded to  earnings transaction costs of  $0.3million 
and $1.8 million,  respectively, in  connection with  this acquisition,  which 
adds to transaction costs of $0.8 million recorded to fiscal 2012 earnings.

Statoil Fuel & Retail is a  leading Scandinavian road transport fuel  retailer 
with over  100  years of  operations  in the  region.  Statoil Fuel  &  Retail 
operates a broad retail network across Scandinavia (Norway, Sweden,  Denmark), 
Poland,  the   Baltics  (Estonia,   Latvia,   Lithuania),  and   Russia   with 
approximately 2,300 sites,  the majority  of which  offer road  transportation 
fuel  and  convenience  products  while  the  others  are  unmanned  automated 
service-stations (road transportation fuel only). Statoil Fuel & Retail has  a 
leading position in several countries where it does business and owns the land
for over 900 sites and buildings for over 1,700 sites.

Statoil Fuel  &  Retail offers  other  products including  stationary  energy, 
marine fuel, aviation fuel, lubricants and chemicals. In Europe, Statoil  Fuel 
& Retail operates 12  key fuel terminals  as well as 38  fuel depots in  eight 
countries.

Including employees at Statoil branded franchise stations, about 18,500 people
work in Statoil Fuel & Retail's retail network across Europe, in its corporate
headquarters, in  its eight  regional offices,  in its  terminals and  in  its 
depots.

More information about Statoil  Fuel & Retail is  available on its website  at 
www.statoilfuelretail.com.

This  transaction  has  been  financed  using  the  Corporation's  acquisition 
facility.  For  more  information  on  the  acquisition  facility,  refer   to 
Couche-Tard's 2012 Annual Report.

Results for the 16 and 40-week periods ended February 3, 2013 include those of
Statoil Fuel & Retail for the  period beginning October 1^st, 2012 and  ending 
January 31,  2013  and for  the  period  beginning June20,  2012  and  ending 
January31, 2013, respectively. The consolidated balance sheet as of  February 
3, 2013 includes the balance sheet of Statoil Fuel & Retail as of January  31, 
2013, as adjusted for the preliminary purchase price allocation.

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

Couche-Tard quarters     Statoil Fuel & Retail           Statoil Fuel & Retail
                         equivalent accounting periods   balance sheet date
                                                         ^(2)
12-week period that will February, March and April 2013     April 30, 2013
end April 28, 2013
(4^th quarter of fiscal
2013)
                                                                 
12-week period that will May and June 2013 and from July     June 30, 2013
end July 21, 2013        1^st to July 21, 2013 ^(1)
(1^st quarter of fiscal
2014)
                                                                 
12-week period that will From July 22 to July 31, 2013,   September 30, 2013
end October 13, 2013     August and September 2013 and
(2^nd quarter of fiscal  from October 1^st to October
2014)                    13, 2013 ^(1)
                                                                 
16-week period that will From October 14 to October 31,    January 31, 2014
end February 2, 2014     2013, November and December
(3^rd quarter of fiscal  2013 and January 2014
2014)
                                                                 
12-week period that will February, March and April 2014     April 30, 2014
end April 27, 2014
(4^th quarter of fiscal
2014)

                                                                           
(1) For the period from July 1^st to July 21, 2013 and the period from
    October 1^st to October 13, 2013, Statoil Fuel & Retail results will be
    determined according to management's best estimates based on the current
    budget and trends observed during the previous periods. Any difference
    between estimated results and actual results will be reported in the
    next quarter results.
(2) The consolidated balance sheet will be adjusted for significant
    transactions, if any, occurring between Statoil Fuel & Retail balance
    sheet date and Couche-Tard balance sheet date.

The alignment of  Statoil Fuel  & Retail's  accounting periods  with those  of 
Couche-Tard will  be made  once the  replacement of  Statoil Fuel  &  Retail's 
financial systems is finalized.

Synergies and cost reduction initiatives

As previously communicated, since  the acquisition of  Statoil Fuel &  Retail, 
the Corporation  has been  actively working  on identifying  and  implementing 
available synergies and  cost reduction opportunities.  Although numerous  and 
promising, many of these opportunities  can take time to implement,  requiring 
rigorous analysis and planning. The goal is  to find the right balance so  the 
ongoing activities and projects already underway are not jeopardize.

For the 40-week period ended February 3, 2013, Couche-Tard recorded  synergies 
and cost savings of approximately $17.0 million before taxes. These  synergies 
and cost  reductions  mainly reduced  cost  of  sales as  well  as  operating, 
selling, administrative and  general expenses.  The amount  was determined  by 
comparison with  the reference  period which  was defined  as Statoil  Fuel  & 
Retail last full  fiscal year previous  to the acquisition  (fiscal year  2011 
ended December  31, 2011),  but it  does not  necessarily represent  the  full 
annual impact of these initiatives.

These synergies and cost  reductions come from a  variety of sources, such  as 
expenses reduction  following the  delisting  of Statoil  Fuel &  Retail,  the 
renegotiation of certain  agreements with  suppliers, the  reduction in  store 
costs, the restructuring of departments, etc.

The work around the identification  and implementation of available  synergies 
and cost  reduction  opportunities  is  far  from  over.  Couche-Tard's  teams 
continue to work actively on various projects that seem promising.

Foreign exchange forward contracts

As described above, the acquisition of  Statoil Fuel & Retail was  denominated 
in NOK  whereas  Couche-Tard's  acquisition  facility  is  denominated  in  US 
dollars. The  Corporation  had therefore  determined  that there  was  a  risk 
related to fluctuations in the exchange rate between the US dollar and the NOK
as the hypothetical  weakening of  the US dollar  against the  NOK would  have 
increased the US dollars cash requirements  in order to close the  acquisition 
of Statoil Fuel &  Retail. To mitigate  this risk and because  of the lack  of 
liquidity in the currency market for the NOK, Couche-Tard entered into foreign
exchange forward contracts (hereinafter, "forwards") with reputable  financial 
institutions  allowing  it  to  predetermine  a  significant  portion  of  the 
disbursement it planned to make in  US dollars for the acquisition of  Statoil 
Fuel & Retail.

In total, from April 10,  2012 to June 12,  2012, the Corporation had  entered 
into forwards  requiring  it  to  deliver  US$3.47  billion  in  exchange  for 
NOK20.14billion, representing a weighted average  rate of NOK 5.8114 per  US 
dollar which was a favorable rate compared to the rate of 5.75 in effect as at
April18, 2012, the date the offer was announced and comparable to the average
exchange rate for the last three years as demonstrated by the following graph:

www.couche-tard.com/corporatif/modules/AxialRealisation/img_repository/files/documents/2012-11-26%20Graph%20ENG.pdf

Subsequently, Couche-Tard  modified the  original  maturity dates  of  certain 
forwards to make  them coincide  with the  actual disbursement  dates for  the 
payment of  Statoil Fuel  & Retail  shares  and the  repayment of  certain  of 
Statoil Fuel & Retail debts. Thus, from June 15, 2012 to August 24, 2012,  the 
Corporation settled  all of  the forwards  to pay  for Statoil  Fuel &  Retail 
shares and certain of its debts (see details below).

Based on  accounting  standards,  since  Couche-Tard  could  not  apply  hedge 
accounting, the Corporation recorded its  investment in Statoil Fuel &  Retail 
in its consolidated balance  sheet based on the  exchange rates prevailing  on 
the settlement dates of the acquisition transaction while the changes in  fair 
value of forwards were recorded to earnings. Cash flow wise, the sum of  these 
two amounts is equivalent, in all material respect, to the U.S. dollars amount
the Corporation would have paid, had the transaction taken place on April  18, 
2012, the date the offer was  announced, or more specifically, at the  average 
rate of NOK 5.8114 that the Corporation secured with this strategy. The impact
on cash is  therefore the one  Couche-Tard had predetermined  by securing  the 
exchange rate at a favorable level compared to its modeling of the acquisition
and compared to the rate at the time the offer was announced.

During the 40-week period ended February 3, 2013, the Corporation recorded  to 
earnings a loss of $102.9million in relation with these forwards.

Taking into  consideration  the $17.0  million  gain recorded  in  the  fourth 
quarter of fiscal 2012 and the $102.9 million loss recorded during the 40-week
period ended February 3,  2013, in total, Couche-Tard  realized a net loss  of 
$85.9 million on these forwards.

Foreign exchange gain

During the  40-week period  ended February  3, 2013,  in connection  with  the 
financing of the acquisition transaction of Statoil Fuel & Retail, Couche-Tard
recorded a non-recurring foreign exchange gain of $7.4 million due to NOK cash
held by  its  U.S.  operations  in  anticipation  of  the  settlement  of  the 
acquisition transaction and repayment of debts of Statoil Fuel & Retail.

Statoil Fuel & Retail Debt

Change of control impact on Statoil Fuel & Retail's bonds

At the time of the acquisition of Statoil Fuel & Retail, the later had  issued 
and outstanding bonds amounting  to NOK1,500.0million (approximately  $253.0 
million as  at June  19, 2012).  According  to Statoil  Fuel &  Retail's  bond 
agreements dated February 21, 2012, the  bondholders had an option to  require 
pre-payment at  par plus  accrued  interest upon  occurrence  of a  change  of 
control event, for a period of two months. This condition was met on June  19, 
2012, when  Couche-Tard gained  control of  more than  50% of  Statoil Fuel  & 
Retail. In case bondholders exercised  the option to require pre-payment,  the 
settlement of the pre-payment had to  occur within 30 business days  following 
the date when the option was exercised. The exercise period for the options to
require pre-payment expired on August  20, 2012. Couche-Tard has  subsequently 
extended the option  to require  pre-payment until September  25, 2012.  Since 
then, the Corporation  has been actively  working on redeeming  the bonds  for 
which the holders have not exercised their option to require pre-payment.

As of February 3, 2013, Couche-Tard had redeemed Statoil Fuel & Retail's bonds
for a  total of  NOK1,472.0million (approximately  $250.0million),  leaving 
NOK28.0million   (approximately   $5.1million)   still   outstanding.   The 
redemption  of  the  bonds  has  been  made  using  Couche-Tard's  acquisition 
facility, its revolving unsecured operating credit and its available cash.

Change of control impact on Statoil Fuel & Retail's bank facilities

According to Statoil Fuel & Retail's bank facility agreement dated August  26, 
2010, majority lenders  had the right  to cancel their  total commitments  and 
declare all outstanding loans, together with accrued interest, immediately due
and payable upon occurrence of a change of control event. The cancellation had
to be  given by  not less  than  30 days'  notice to  Statoil Fuel  &  Retail. 
Majority lenders  requested to  have  the total  commitments cancelled  as  of 
August 7,  2012. Following  this notification,  Couche-Tard had  to repay  the 
NOK300.0 million  (approximately $50.0  million) then  outstanding under  the 
revolving credit facility  as well as  the NOK2,650.0 million  (approximately 
$448.0 million) then outstanding under the term loan at the cancellation  date 
on August 7, 2012. No  additional drawdowns can be  made under Statoil Fuel  & 
Retail's  bank  facility.  Repayments  have  been  made  using   Couche-Tard's 
acquisition facility and its available cash.

Disposal of the liquefied petroleum gas sales ("LPG") operations

On December 7, 2012, Couche-Tard sold  Statoil Fuel & Retail's LPG  operations 
for NOK130.0million  (approximately  $23.0million) before  working  capital 
adjustments. The transaction did not generate any gain or loss on disposal.

Preliminary purchase price  allocation and adjustments  to results  previously 
reported

During the third quarter of fiscal  2013, Couche-Tard made adjustments to  the 
preliminary purchase price allocation of Statoil Fuel & Retail. The results of
the first and second quarter of  fiscal 2013 have been adjusted assuming  that 
the adjustments to the preliminary purchase price allocation of Statoil Fuel &
Retail  had  been  completed  at  the  acquisition  date.  In  addition,   the 
Corporation made  changes  to  the classification  of  certain  components  of 
Statoil Fuel  &  Retail's  statements  of earnings  in  order  to  conform  to 
Couche-Tard's presentation. The following table summarizes the impact of these
adjustments.

                    12-week period ended           12-week period ended
                       October 14, 2012                  July 22, 2012
                Reported Adjustments Adjusted  Reported Adjustments Adjusted
Merchandise and     283.6       (5.0)    278.6      32.1       (0.5)     31.6
service revenues
- Europe
Merchandise and     174.0       (5.0)    169.0      19.9       (0.5)     19.4
service cost of
sales - Europe
Merchandise and     109.6           -    109.6      12.2           -     12.2
service gross
profit - Europe
Operating,          801.5         0.4    801.9     549.1       (0.1)    549.0
selling,
administrative
and general
expenses
Depreciation and    143.3       (9.2)    134.1      66.1           -     66.1
amortization of
property and
equipment and
other assets
Operating income    222.6         8.8    231.4     243.8         0.1    243.9
Net financial        14.7         1.2     15.9     121.7           -    121.7
expenses
Earnings before     211.6         7.6    219.2     127.3         0.1    127.4
income taxes
Income taxes         36.4         1.4     37.8      24.4           -     24.4
Net earnings        175.2         6.2    181.4     102.9         0.1    103.0

                                                    24-week period ended
                                                       October 14, 2012
                                                Reported Adjustments Adjusted
Merchandise and service revenues - Europe           315.7       (5.5)    310.2
Merchandise and service cost of sales - Europe      193.9       (5.5)    188.4
Merchandise and service gross profit - Europe       121.8           -    121.8
Operating, selling, administrative and general    1,350.6         0.3  1,350.9
expenses
Depreciation and amortization of property and       209.4       (9.2)    200.2
equipment and other assets
Operating income                                    466.4         8.9    475.3
Net financial expenses                              136.4         1.3    137.6
Earnings before income taxes                        338.9         7.7    346.6
Income taxes                                         60.8         1.4     62.2
Net earnings                                        278.1         6.3    284.4

The Corporation continues to  work on some  items, including remaining  useful 
life of certain assets.  Thus, the depreciation  expense will be  subsequently 
adjusted to reflect the results of this work.

Network growth

Completed transactions

In  November  2012,  Couche-Tard  acquired,   from  Sun  Pacific  Energy,   27 
company-operated stores  operating in  Washington  State, United  States.  The 
Corporation owns the  land and  building for 26  sites while  it leases  these 
assets for the other site.

In  November  2012,  Couche-Tard  acquired,  from  Davis  Oil  Company,  seven 
company-operated stores operating in  Georgia, United States. The  Corporation 
owns the land and building for all sites.

In  December  2012,  Couche-Tard   acquired,  from  Kum   &  Go  L.C.,   seven 
company-operated stores operating in Oklahoma, United States. The  Corporation 
leases the land and building for all sites.

During the third quarter  of fiscal 2013, under  the June 2011 agreement  with 
ExxonMobil, Couche-Tard acquired one site operated by an independent  operator 
for which the  Corporation owns the  land and building.  Couche-Tard was  also 
transferred seven  road  transportation  fuel supply  agreements  during  this 
period.

In addition, during the third quarter of fiscal 2013, Couche-Tard acquired  11 
additional company-operated stores through distinct transactions.

Subsequent to  the third  quarter, Couche-Tard  purchased 29  company-operated 
stores  located  in  Illinois,  Missouri  and  Oklahoma,  United  States  from 
Dickerson Petroleum Inc. The  Corporation owns the land  and buildings for  25 
sites while it leases  the land and  owns the buildings  for the other  sites. 
Road transportation fuel supply agreements were also transferred for 27 sites,
of which 26 are owned and operated by independent operators and one is  leased 
by the Corporation.

Internal available cash was used for these acquisitions.

Store construction

Couche-Tard completed the  construction of  15 new stores  during the  16-week 
period ended February3,  2013 for a  cumulated total of  38 stores since  the 
beginning of fiscal 2013.

Evolution of the store network

The  following  table  presents  certain  information  regarding  changes   in 
Couche-Tard's network over the 16-week period ended February3, 2013^(1):

                                      16-week period ended February 3, 2013
                                                            Franchised
                                      Company-               and other
                                      operated  CODO  DODO  affiliated
Type of site                              ^(2)  ^(3)  ^(4)        ^(5)  Total
Number of sites, beginning of period     6,180   606   460       1,227  8,473
 Acquisitions                              52     1     7           -     60
 Openings / constructions /
  additions                                 15     -     7          34     56
 Closures / disposals / withdrawals      (43)  (12)  (14)        (53)  (122)
 Conversions into Company-operated
  store                                     14  (11)   (3)           -      -
 Conversions into affiliated store        (2)     -     2           -      -
Number of sites, end of period           6,216   584   459       1,208  8,467
 Number of automated service
  stations included in the period
  end figures ^(6)                         920     -    35           -    955

The  following  table  presents  certain  information  regarding  changes   in 
Couche-Tard's network over the 40-week period ended February3, 2013^(1):

                                 40-week period ended February 3, 2013
Type of site                                            Franchised
                               Company-                  and other
                               operated   CODO   DODO   affiliated
                                   ^(2)   ^(3)   ^(4)         ^(5)    Total
Number of sites, beginning
of period                         4,539    161    189        1,264    6,153
   Acquisitions                  1,706    459    288            -    2,453
   Openings / constructions
    / additions                      39      1     21           93      154
   Closures / disposals /
    withdrawals                    (84)   (24)   (36)        (149)    (293)
   Conversion into
    Company-operated stores          18   (13)    (5)            -        -
   Conversion into
    affiliated stores               (2)      -      2            -        -
Number of sites, end of
period                            6,216    584    459        1,208    8,467
(1) These figures include 50% of the stores operated through RDK, a joint
    venture. Statoil Fuel & Retail ending balances are as at January31,
    2013.
(2) Sites for which the real estate is controlled by Couche-Tard (through
    ownership or lease agreements) and for which the stores (and/or the
    service-stations) are operated by Couche-Tard or one of its commission
    agent.
(3) Sites for which the real estate is controlled by Couche-Tard (through
    ownership or lease agreements) and for which the stores (and/or the
    service-stations) are operated by an independent operator in exchange
    for rent and to which Couche-Tard supplies road transportation fuel
    though supply contracts. Some of these sites are subject to a franchise
    agreement, licensing or other similar agreement under one of
    Couche-Tard's main or secondary banners.
(4) Sites controlled and operated by independent operators to which
    Couche-Tard supplies road transportation fuel through supply contracts.
    Some of these sites are subject to a franchise agreement, licensing or
    other similar agreement under one of Couche-Tard's main or secondary
    banners.
(5) Stores operated by an independent operator through a franchising,
    licensing or another similar agreement under one of Couche-Tard's main
    or secondary banners.
(6) These sites sell road transportation fuel only.

In addition  to the  stores  above, under  licensing agreements,  about  4,150 
stores are  operated  under  the  Circle  K  banner  innine  other  countries 
worldwide (China, Guam,  Hong Kong, Indonesia,  Japan, Macau, Mexico,  Vietnam 
and United Arab  Emirates), which  brings to more  than 12,600  the number  of 
sites in Couche-Tard's network.

Issuance of Canadian dollar denominated senior unsecured notes

On November 1^st,  2012, the  Corporation issued  Canadian dollar  denominated 
senior unsecured notes totalling CA$1.0 billion, divided into three tranches:

         Notional amount (millions)      Maturity       Coupon rate
Tranche 1          CA$300.0          November 1^st, 2017   2.861%
Tranche 2          CA$450.0          November 1^st, 2019   3.319%
Tranche 3          CA$250.0          November 1^st, 2022   3.899%

Interest is payable semi-annually on May  1^st and November 1^st of each  year 
and the notional amount will be reimbursed at the maturity of each tranche.

In addition  to allowing  it to  spread the  maturities of  a portion  of  its 
long-term debt, this issuance allows  Couche-Tard to secure the interest  rate 
of a portion of its long-term debt at favourable rates.

The net proceeds from the issuance, which were approximately CA$995.0 million,
were used to repay a portion of Couche-Tard's acquisition facility.

Cross-currency swaps

On November 1^st,  2012, in  order to  manage its  currency risk,  Couche-Tard 
entered into cross-currency  swap agreements  for a total  notional amount  of 
CA$1.0  billion,  allowing  to  synthetically  convert  its  Canadian   dollar 
denominated senior unsecured  notes into  US dollars  as well  as to  exchange 
interest payments on  the notional amounts,  which, on a  net basis,  provides 
Couche-Tard with financing at even  more favourable conditions than those  the 
Corporation got through the issuance of the Canadian dollar denominated senior
unsecured notes.

    Receive -                                   
    Notional         Receive -     Pay - Notional
   (millions)           Rate         (millions)     Pay - Rate    Maturity
                                                             November 1^st,
         CA$300.0         2.861%         US$300.7      2.0340%            2017
                                                             November 1^st,
         CA$125.0         3.319%         US$125.4      2.7325%            2019
                                                             November 1^st,
          CA$20.0         3.319%          US$20.1      2.7375%            2019
                                                             November 1^st,
         CA$305.0         3.319%         US$305.9      2.7400%            2019
                                                             November 1^st,
         CA$125.0         3.899%         US$125.4      3.4900%            2022
                                                             November 1^st,
         CA$125.0         3.899%         US$125.4      3.4925%            2022

Couche-Tard identified and  documented the cross-currency  swap agreements  as 
foreign exchange  hedges  of  its  net  investment  in  its  U.S.  operations. 
According to the related  accounting treatment, the changes  in fair value  of 
the swap agreements are included in other comprehensive income rather than  in 
the consolidated statement of earnings.

Dividends

During its  March  19, 2013  meeting,  the Corporation's  Board  of  Directors 
declared a quarterly dividend of CA$0.075  per share for the third quarter  of 
fiscal 2013 to shareholders on record as  at March 28, 2013, payable on  April 
11, 2013. This is an  eligible dividend within the  meaning of the Income  Tax 
Act of Canada.

Exchange Rate Data

The Corporation uses the  US dollar as its  reporting currency which  provides 
more relevant  information given  the predominance  of its  operations in  the 
United States and its debt largely dominated in US dollars.

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

                         16-week periods ended       40-week periods ended
                        February 3,   January 29,   February 3,   January 29,
                                2013          2012          2013          2012
Average for period
^(1)                                                                      
   Canadian Dollar           1.0072        0.9811        1.0011        1.0051
   Norwegian Krone
    ^(2)                      0.1770             -        0.1732             -
   Swedish Krone ^(2)        0.1514             -        0.1497             -
   Danish Krone ^(2)         0.1751             -        0.1719             -
   Zloty ^(2)                0.3170             -        0.3101             -
   Euro ^(2)                 1.3058             -        1.2810             -
   Lats ^(2)                 1.8740             -        1.8393             -
   Litas ^(2)                0.3782             -        0.3711             -
   Ruble ^(2)                0.0324             -        0.0318             -
                                                                         
Period end                                                                
   Canadian Dollar           1.0027        0.9993        1.0027        0.9993
   Norwegian Krone
    ^(3)                      0.1827             -        0.1827             -
   Swedish Krone ^(3)        0.1574             -        0.1574             -
   Danish Krone ^(3)         0.1820             -        0.1820             -
   Zloty ^(3)                0.3237             -        0.3237             -
   Euro ^(3)                 1.3584             -        1.3584             -
   Lats ^(3)                 1.9433             -        1.9433             -
   Litas ^(3)                0.3942             -        0.3942             -
   Ruble ^(3)                0.0333             -        0.0333             -
(1) Calculated by taking the average of the closing exchange rates of each day
    in the applicable period.
(2) Average rate for the period from October 1^st, 2012 to January 31^st, 2013
    for the 16-week period ended February 3, 2013 and from June 20^th, 2012 to
    January 31^st, 2013 for the 40-week period ended February 3, 2013.
    Calculated using the average exchange rate at the close of each day for
    the stated period.
(3) As at January 31, 2013.

Considering Couche-Tard uses the US dollar  as its reporting currency, in  its 
consolidated  financial  statements  and  in  the  present  document,   unless 
indicated  otherwise,  results  from  its  Canadian,  European  and  corporate 
operations are  translated into  US dollars  using the  average rate  for  the 
period. Unless  otherwise indicated,  variances  and explanations  related  to 
variations in the  foreign exchange rate  and the volatility  of the  Canadian 
dollar and European currencies which are discussed in the present document are
therefore related to the translation in  US dollars of its Canadian,  European 
and corporate operations results.

Selected Quarterly Financial Information

The following  table highlights  certain information  regarding  Couche-Tard's 
operations for the 16 and  40-week periods ended February3,2013 and  January 
29, 2012. The figures for  the 16 and 40-week  periods ended February 3,  2013 
include those of Statoil Fuel & Retail for the period beginning October  1^st, 
2012 and ending January 31^st, 2013 and for the period beginning June 20, 2012
and ending January 31^st, 2013, respectively. Consolidated balance sheet  data 
includes Statoil  Fuel  & Retail's  figures  as  at January  31^st,  2013,  as 
adjusted for the preliminary purchase price allocation.

                                                                
(In millions of US
dollars, unless        16-week periods             40-week periods
otherwise stated)           ended                      ended               
                      February January           February  January
                             3,     29, Variation       3,      29, Variation
                           2013    2012         %     2013     2012         %
Statement of
Operations Data:                                                       
Merchandise and
service revenues ^(1):                                                 
     United States     1,328.0 1,272.5       4.4  3,486.5  3,298.3       5.7
     Europe              372.2       -         -    682.4        -         -
     Canada              625.5   595.4       5.1  1,724.2  1,685.3       2.3
     Total
      merchandise and
      service revenues  2,325.7 1,867.9      24.5  5,893.1  4,983.6      18.2
Road transportation
fuel revenues:                                                         
     United States     4,337.3 3,969.0       9.3 11,285.7  9,901.7      14.0
     Europe            2,999.8       -         -  5,535.3        -         -
     Canada              849.8   767.2      10.8  2,230.0  2,049.0       8.8
     Total road
      transportation
      fuel revenues     8,181.9 4,736.2      72.9 19,051.0 11,950.7      59.4
Other revenues ^(2):                                                   
     United States         2.0     1.6      25.0      5.0      3.9      28.2
     Europe            1,058.9       -         -  1,955.9        -         -
     Canada                0.2     0.1     100.0      0.4      0.4         -
     Total other
      revenues          1,061.1     1.7         -  1,961.3      4.3         -
Total revenues         11,573.7 6,605.8      75.2 26,905.4 16,938.6      58.8
Merchandise and
service gross profit
^(1):                                                                  
     United States       440.6   420.9       4.7  1,159.1  1,088.7       6.5
     Europe              154.6       -         -    276.4        -         -
     Canada              208.4   193.2       7.9    581.7    563.4       3.2
     Total
      merchandise and
      service gross
      profit              803.6   614.1      30.9  2,017.2  1,652.1      22.1
Road transportation
fuel gross profit:                                                     
     United States       227.6   171.4      32.8    593.7    473.1      25.5
     Europe              294.2       -         -    559.6        -         -
     Canada               50.1    41.0      22.2    126.9    112.3      13.0
     Total road
      transportation
      fuel gross
      profit              571.9   212.4     169.3  1,280.2    585.4     118.6
Other revenues gross
profit ^(2):                                                           
     United States         2.0     1.6      25.0      5.0      3.9      28.2
     Europe              113.9       -         -    215.7        -         -
     Canada                0.2     0.1     100.0      0.4      0.4         -
     Total other
      revenues gross
      profit              116.1     1.7         -    221.1      4.3         -
Total gross profit      1,491.6   828.2      80.1  3,518.0  2,241.8      56.9
Operating, selling,
administrative and
general expenses        1,100.1   641.7      71.4  2,451.0  1,622.5      51.1
Depreciation and
amortization of
property and equipment
and other assets          182.2    75.7     140.7    382.4    177.6     115.3
Operating income          209.3   110.8      88.9    684.6    441.7      55.0
Net earnings              142.5    86.8      64.2    426.9    339.8      25.6
Other Operating Data:                                                  
Merchandise and
service gross margin
^(1):                                                                  
     Consolidated        34.6%   32.9%       1.7    34.2%    33.2%       1.0
     United States       33.2%   33.1%       0.1    33.2%    33.0%       0.2
     Europe              41.5%       -         -    40.5%        -         -
     Canada              33.3%   32.4%       0.9    33.7%    33.4%       0.3
Growth of same-store
merchandise revenues
^(3) (4):                                                              
     United States        0.8%   3.4 %              1.3%     2.5%         
     Canada               1.7%   3.1 %              2.3%     2.1%         
Road transportation
fuel gross margin :                                                    
     United States
      (cents per
      gallon) ^(4)        17.80   14.84      19.9    18.61    16.99       9.5
     Europe (cents
      per litre) ^(5)     10.46       -         -    10.58        -         -
     Canada (CA cents
      per litre) ^ (4)     5.88    5.19      13.3     5.79     5.41       7.0
Volume of road
transportation fuel
sold ^(5):                                                             
     United States
      (millions of
      gallons)          1,306.7 1,209.4       8.0  3,265.8  2,876.6      13.5
     Europe (millions
      of litres)        2,812.3       -         -  5,285.3        -         -
     Canada (millions
      of litres)          852.7   805.9       5.8  2,200.4  2,065.1       6.6
Growth of (decrease
in) same-store road
transportation fuel
volume ^(4):                                                           
     United States        0.8%    1.1%              0.5%     0.0%         
     Canada             (0.9%)    0.0%              0.4%   (1.2%)         
Per Share Data:                                                        
     Basic net
      earnings per
      share (dollars
      per share)           0.76    0.49      55.1     2.32     1.88      23.4
     Diluted net
      earnings per
      share (dollars
      per share)           0.75    0.48      56.3     2.29     1.84      24.5
                                                                      
                                                 February    April
                                                        3,      29, Variation
                                                   2013     2012         $
Balance Sheet Data:                                                    
     Total assets                             10,507.9  4,453.2   6,054.7
     Interest-bearing
      debt                                      3,653.8    665.2   2,988.6
     Shareholders'
      equity                                    3,218.9  2,174.6   1,044.3
Indebtedness Ratios:                                                   
     Net
      interest-bearing
      debt/total
      capitalization
      ^(6)                                      0.50: 1 0.14: 1         
     Net
      interest-bearing                             2.19: 1
      debt/EBITDA ^(7)                            ^ (8) 0.43: 1         
     Adjusted net
      interest bearing
      debt/EBITDAR                                 3.25: 1
      ^(9)                                        ^ (8) 2.10: 1         
Returns:                                                               
     Return on equity                             22.4% ^
      ^(10)                                         (8)    22.0%         
     Return on
      capital employed                             11.7% ^
      ^(11)                                         (8)    19.0%         
(1)   Includes other revenues derived from franchise fees, royalties and
      suppliers rebates on some purchases made by franchisees and licensees.
(2)   Includes revenues from rental of assets, from sale of aviation fuel,
      marine fuel, liquefied petroleum gas ("LPG"), heating oil, kerosene,
      lubricants and chemicals.
(3)   Does not include services and other revenues (as described in footnote
      1 above). Growth in Canada is calculated based on Canadian dollars.
(4)   For company-operated stores only.
(5)   Total road transportation fuel.
(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
      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 IFRS and therefore may not be
      comparable to similar measures presented by other public corporations.
(7)   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 IFRS and
      therefore may not be comparable to similar measures presented by other
      public corporations.
(8)   This ratio is presented on a pro forma basis. It includes Couche-Tard's
      results for the first, second and third quarters of the fiscal year
      which will end April 28, 2013 and of the fourth quarter of the fiscal
      year ended April 29, 2012 as well as Statoil Fuel & Retail's results
      for the 12-month period ended January 31, 2013. Statoil Fuel & Retail
      balance sheet and earnings have been adjusted to make their
      presentation in line with Couche-Tard's policies and for preliminary
      fair value adjustments to assets acquired, including goodwill, and to
      liabilities assumed. Statoil Fuel & Retail purchase price allocation
      being preliminary, this ratio could change.
(9)   This ratio is presented for information purposes only and represents a
      measure of financial condition used especially in financial circles. It
      represents the following calculation: long-term interest-bearing debt
      plus the product of eight times rent expense, net of cash and cash
      equivalents and temporary investments divided by EBITDAR (Earnings
      Before Interest, Tax, Depreciation, Amortization and Rent expense). It
      does not have a standardized meaning prescribed by IFRS and therefore
      may not be comparable to similar measures presented by other public
      corporations.
(10)  This ratio is presented for information purposes only and represents a
      measure of performance used especially in financial circles. It
      represents the following calculation: net earnings divided by average
      equity for the corresponding period. It does not have a standardized
      meaning prescribed by IFRS and therefore may not be comparable to
      similar measures presented by other public corporations.
(11)  This ratio is presented for information purposes only and represents a
      measure of performance used especially in financial circles. It
      represents the following calculation: earnings before income taxes and
      interests divided by average capital employed for the corresponding
      period. Capital employed represents total assets less short-term
      liabilities not bearing interests. It does not have a standardized
      meaning prescribed by IFRS and therefore may not be comparable to
      similar measures presented by other public corporations.

Operating Results

Revenues reached $11.6 billion in the third quarter of fiscal 2013, up  almost 
$5.0 billion, an increase  of 75.2%, mainly  attributable to acquisitions,  to 
the increase in road transportation fuel sales generated by the higher average
retail prices at the pump, to  the growth of same-store merchandise sales  and 
road transportation fuel volume as well as to the foreign exchange impact from
the stronger Canadian dollar against the U.S. currency.

For the first three quarters of  fiscal 2013, revenues grew by $9.97  billion, 
an increase  of 58.8%  compared to  the first  three quarters  of fiscal  2012 
mainly because  of the  contribution  from acquisitions  and the  increase  in 
same-store merchandise sales and road transportation fuel volume. These  items 
that contributed to  the increase  in revenues  were partially  offset by  the 
impact of the weaker Canadian dollar.

More specifically,  the growth  of merchandise  and service  revenues for  the 
third  quarter  of  fiscal  2013   was  $457.8million  or  24.5%,  of   which 
approximately $410.5million was  generated by acquisitions.  As for  internal 
growth, same-store merchandise revenues increased by 0.8% in the United States
and by 1.7%  in Canada.  The increase  in same-store  merchandise revenues  is 
attributable  to  Couche-Tard's  merchandising  strategies,  to  the  economic 
conditions in each of  its markets as  well as to the  investments it made  to 
enhance service and the offering of products in its stores. More specifically,
in the U.S., for the cigarettes category, the changes made to the supply terms
of the  industry  and to  Couche-Tard's  pricing  strategies as  well  as  the 
competitive environment had an unfavorable  impact on Couche-Tard's sales  for 
that product category because of their deflationary impact. Thus,  Couche-Tard 
estimates that excluding  tobacco products sales,  its same-store  merchandise 
revenues in the United States increased by 2.6%. As for the stronger  Canadian 
dollar, it had a favourable impact of approximately $16.0 million.

In the first three quarters of  fiscal 2013, merchandise and service  revenues 
rose by $909.5  million, a  18.2% increase compared  to the  same period  last 
fiscal year,  mainly because  of the  contribution from  acquisitions and  the 
increase in same-store merchandise revenues of  1.3% in the United States  and 
2.3% in  Canada. As  for the  weaker Canadian  dollar, it  had an  unfavorable 
impact of approximately $7.0 million.

Road transportation fuel revenues increased by  $3.45 billion or 72.9% in  the 
third quarter of fiscal 2013, of  which approximately $3.3 billion stems  from 
acquisitions. Same-store road transportation fuel volume in the United  States 
increased by 0.8% while,  in Canada, it decreased  by 0.9%. Although not  very 
strong, volume growth in the United States is still satisfactory when compared
with data from the U.S. Federal Highway Administration's Traffic Volume Trends
reports which indicate  that, in  October and  November 2012,  travel on  U.S. 
roads and streets  increased by  only 0.3% and  0.8% compared  to October  and 
November 2011,  respectively  while it  decreased  by 2.9%  in  December  2012 
compared to December 2011.

The higher  average retail  price  of road  transportation fuel  generated  an 
increase in revenues of approximately $48.0 million as shown in the  following 
table, starting with the fourth quarter of fiscal year ended April 24, 2011:

                                                                    Weighted
Quarter                                  4^th   1^st   2^nd   3^rd   average
53-week period ended February 3, 2013                                  
 United States (US dollars per gallon)   3.74   3.50   3.66   3.36     3.55
 Canada (CA cents per litre)           117.05 112.62 117.41 110.43   114.11
52-week period ended January 29, 2012                                 
 United States (US dollars per gallon)   3.44   3.67   3.50   3.32     3.47
 Canada (CA cents per litre)           108.53 114.08 112.90 109.88   111.31

For the first three quarters of fiscal 2013, motor fuel revenues increased  by 
$7.10 billion  or  59.4%,  of  which  approximately  $6.93billion  came  from 
acquisitions. Same-store motor  fuel volume  increased by 0.5%  in the  United 
States and by 0.4%  in Canada. As  for the weaker Canadian  dollar, it had  an 
unfavorable impact of approximately $8.0million.

Other revenues showed  an increase of  $1.1 billion for  the third quarter  of 
fiscal 2013,  entirely attributable  to acquisitions.  Other revenues  include 
revenues from  rental  of assets,  from  sale  of aviation  and  marine  fuel, 
liquefied  petroleum  gas  ("LPG"),  heating  oil,  kerosene,  lubricants  and 
chemicals.

For the first three quarters of fiscal 2013, other revenues showed an increase
of $2.0 billion for reasons similar to those of the third quarter.

The consolidated merchandise and service  gross margin grew by $189.5  million 
or 30.9% in the third quarter of fiscal 2013. In the United States, the  gross 
margin increased by 0.1%  to 33.2% while  in Canada, it  increased by 0.9%  to 
33.3%. This performance reflects changes in the product-mix, the modifications
Couche-Tard brought to its supply terms as well as its merchandising  strategy 
in line  with  market  competitiveness and  economic  conditions  within  each 
market. In Europe, the margin was  41.5%, which is in line with  Couche-Tard's 
expectations and historical margins recorded by Statoil Fuel & Retail at  this 
time of  the  year. The  higher  merchandise and  service  gross margin  as  a 
percentage of sales in Europe reflects price and cost structures as well as  a 
revenue mix that are different from those in North America.

During the first three quarters  of fiscal 2013, the consolidated  merchandise 
and service gross margin grew by $365.1 million or 22.1%. The gross margin was
33.2% in the United States, an increase of 0.2% while the margin was 33.7 % in
Canada, up 0.3%. The gross margin stood at 40.5% in Europe.

In the third quarter of fiscal 2013, the road transportation fuel gross margin
for Couche-Tard's company-operated  stores in the  United States increased  by 
2.96¢ per gallon, from 14.84¢ per gallon  last year to 17.80¢ per gallon  this 
year. In Canada, the gross margin increased to CA5.88¢ per litre compared with
CA5.19¢per  litre  for   the  third   quarter  of  fiscal   2012.  The   road 
transportation fuel gross margin  of Couche-Tard's company-operated stores  in 
the United States  as well  as the impact  of expenses  related to  electronic 
payment modes for the last eight quarters, starting with the fourth quarter of
fiscal year ended April24,2011, were as follows:

(US cents per gallon)                                                    
                                                                      Weighted
Quarter                                        4^th 1^st   2^nd 3^rd   average
53-week period ended February 3, 2013                                    
 Before deduction of expenses related to                 15.20 17.80    18.22
  electronic payment modes                    16.98 23.20
 Expenses related to electronic payment                   5.15  4.79     4.98
  modes                                        5.06  4.97
 After deduction of expenses related to                  10.05 13.01    13.24
  electronic payment modes                    11.92 18.23
52-week period ended January 29, 2012                                    
 Before deduction of expenses related to                 17.04 14.84    16.33
  electronic payment modes                    14.06 19.95
 Expenses related to electronic payment                   5.20  4.74     5.02
  modes                                        4.93  5.29
 After deduction of expenses related to                  11.84 10.10    11.31
  electronic payment modes                     9.13 14.66
                                                                

For the 40-week period ended February 3, 2013, the motor fuel gross margin for
the Corporation's company-operated  stores in the  United States increased  by 
1.62¢ per gallon, from 16.99¢ per gallon last fiscal year to 18.61¢ per gallon
this fiscal year. In Canada, the  margin also increased, reaching CA5.79¢  per 
litre compared  with CA5.41¢per  litre for  the comparable  period of  fiscal 
2012.

The total road transportation fuel margin in Europe for the third quarter  and 
first three  quarters  stood  at  10.46¢  per  litre  and  10.58¢  per  litre, 
respectively, before  deduction  of  expenses related  to  electronic  payment 
modes.

For the third  quarter and  first three  quarters of  fiscal 2013,  operating, 
selling,  administrative  and  general  expenses  rose  by  71.4%  and   51.1% 
respectively, compared  with the  third quarter  and first  three quarters  of 
fiscal 2012, but increased by only 0.2%  in the third quarter and 0.8% in  the 
first three quarters, if  certain items are excluded,  as demonstrated by  the 
following table:

                                           16-week period    40-week period
                                                 ended             ended
                                           February 3, 2013  February 3, 2013
Total variance as reported                             71.4%             51.1%
Subtract:                                                                   
 Increase from incremental expenses                   70.3%             50.4%
  related to acquisitions
 Decrease (increase) from the stronger                 0.8%            (0.1%)
  (weaker) Canadian dollar
 Acquisition costs recognized to earnings            (0.5%)            (0.3%)
  of fiscal 2012
 Increase from higher electronic payment               0.4%              0.1%
  fees, excluding acquisitions
 Acquisition costs recognized to earnings              0.2%              0.2%
  of fiscal 2013
 Negative goodwill recognized to earnings              0.1%              0.1%
  of fiscal 2012
 Negative goodwill recognized to earnings            (0.1%)            (0.1%)
  of fiscal 2013
Remaining variance                                      0.2%              0.8%

The increase in electronic payment fees stems mainly from the increase in  the 
average retail price of road transportation fuel.

During the third quarter of fiscal  2013, EBITDA increased by 104.3%  compared 
to the  corresponding period  of  the previous  fiscal year,  reaching  $395.4 
million.  Net  of  acquisition   costs  recorded  to  earnings,   acquisitions 
contributed approximately $139.2  million to  EBITDA. As for  the first  three 
quarters  of  fiscal  2013,  EBITDA   increased  by  69.4%  compared  to   the 
corresponding period of the previous fiscal year, reaching $1.08 billion.  Net 
of  acquisition   costs  recorded   to  earnings,   acquisitions   contributed 
approximately $368.6 million to EBITDA.

It should be noted that EBITDA is  not a performance measure defined by  IFRS, 
but Couche-Tard,  as well  as  investors and  analysts,  use this  measure  to 
evaluate the  Corporation's financial  and  operating performance.  Note  that 
Couche-Tard's definition of this measure may differ from the one used by other
public corporations:

(in millions of US dollars)     16-week periods ended   40-week periods ended
                              February 3, January 29, February 3, January 29,
                                      2013        2012        2013        2012
Net earnings, as reported            142.5        86.8       426.9       339.8
Add:                                                                      
 Income taxes                        21.3        26.4        83.5       109.8
 Net financial expenses              49.4         4.6       187.0        10.3
 Depreciation and                   182.2        75.7       382.4       177.6
  amortization of property and
  equipment and other assets
EBITDA                               395.4       193.5     1,079.8       637.5

For the third quarter  and first three quarters  of fiscal 2013,  depreciation 
expense  increased  due   to  the  investments   made  through   acquisitions, 
replacement of equipment, addition  of new stores  and ongoing improvement  of 
Couche-Tard's network.

Since the Corporation has not yet finalized the purchase price allocation  for 
certain acquisitions, including  Statoil Fuel &  Retail, the depreciation  and 
amortization of property and equipment and  other assets expense of the  third 
quarter of fiscal 2013  could not be representative  of the expense of  coming 
quarters.

In addition, following the acquisition  of Statoil Fuel & Retail,  Couche-Tard 
has undertaken an  analysis of the  remaining useful lives  of Statoil Fuel  & 
Retail property and equipment in order to modify the appropriate  depreciation 
periods. Based on the preliminary analysis, the Corporation concluded that the
modification of depreciation  periods would reduce  the depreciation  expense, 
which was  reflected in  the depreciation  expense for  the third  quarter  of 
fiscal 2013. However, given  the volume of assets  to process, the  analytical 
work has  not  been completed  yet.  Additional changes  to  the  depreciation 
expense could be made.

In total,  changes the  Corporation  made to  the preliminary  purchase  price 
allocation of Statoil Fuel & Retail as  well as the changes that were made  to 
the depreciation periods of Statoil Fuel and Retail's fixed assets resulted in
a reduction of  $9.2 million  in the  Corporation's consolidated  depreciation 
expense reported for the second quarter of fiscal 2013.

Excluding the $13.6 million foreign exchange loss, the third quarter of fiscal
2013 posted net financial expenses of $35.8million, up $31.2 million compared
to the third quarter  of fiscal 2012. The  increase is mainly attributable  to 
the additional debt  required to  finance the  acquisition of  Statoil Fuel  & 
Retail as well as to financial expenses  related to the debt assumed upon  its 
acquisition. As for the foreign exchange  loss of $13.6 million, it is  mainly 
due to the impact of the  exchange rate fluctuations on certain  inter-company 
balances as  well as  to the  impact of  exchange rates  fluctuations on  U.S. 
dollars denominated sales made by the European operations.

For the  first  three  quarters  of  fiscal  2013,  Couche-Tard  recorded  net 
financial expenses  of  $187.0million  compared  to  $10.3  million  for  the 
comparable period of fiscal 2012.  Excluding the $102.9 million  non-recurring 
loss on forwards as well  as the $3.6 million  foreign exchange net loss,  the 
first three quarters  of fiscal 2013  posted net financial  expenses of  $80.5 
million, up $70.2 million compared to the first three quarters of fiscal  2012 
for reasons similar to  those of the third  quarter. The $3.6 million  foreign 
exchange net  loss is  mainly composed  of a  foreign exchange  loss of  $11.0 
million generated by the European operations  for reasons similar to those  of 
the third  quarter,  partly offset  by  the $7.4  million  non-recurring  gain 
recorded on the NOK cash  held by the U.S.  operations in connection with  the 
financing of the acquisition of Statoil Fuel & Retail.

The income tax rate for the third quarter of fiscal 2013 is 13.0% compared  to 
a rate of 23.3% for the corresponding quarter of the previous fiscal year. For
the first three quarters of fiscal 2013, the rate is 16.4% compared to a  rate 
of 24.4% for the first three quarters of the previous fiscal year.

Couche-Tard closed  the third  quarter of  fiscal 2013  with net  earnings  of 
$142.5 million,  compared  to  $86.8  million the  previous  fiscal  year,  an 
increase of $55.7 million  or 64.2%. Diluted net  earnings per share stood  at 
$0.75 compared to $0.48 the previous year, an increase of 56.3%. The  exchange 
rate variation between the Canadian dollar and the U.S. dollar did not have  a 
significant impact on net earnings of the third quarter of fiscal 2013.

Excluding  from  net  earnings  of  the  third  quarter  of  fiscal  2013  the 
acquisition costs as  well as the  foreign exchange loss,  net earnings  would 
have stood at approximately $153.2 million,  up $64.3 million or 72.3%,  while 
diluted earnings  per  share  would  have stood  at  approximately  $0.81,  an 
increase of 65.3%.

For the first three quarters of fiscal 2013, net earnings were $426.9 million,
compared to $339.8  million the  previous fiscal  year, an  increase of  $87.1 
million or 25.6%. Diluted  net earnings per share  stood at $2.29 compared  to 
$1.84 the previous year, an increase of 24.5%.

Excluding from net  earnings of the  first three quarters  of fiscal 2013  the 
non-recurring loss  on forwards,  the net  foreign exchange  loss as  well  as 
acquisition costs,  net  earnings would  have  stood at  approximately  $507.2 
million, up $164.5 million  or 48.0%, while diluted  earnings per share  would 
have stood at approximately $2.72, an increase of 46.2%.

Liquidity and Capital Resources

Couche-Tard's sources of liquidity remain  unchanged compared with the  fiscal 
year ended April29,2012  except for the  maturity of certain  of its  credit 
facilities, the increase in the amount available under its Operating credit D,
a new credit facility  and Statoil Fuel &  Retail's bank overdraft  facilities 
described  hereunder.   For  further   information,   please  refer   to   the 
Corporation's 2012 Annual Report.

With respect to dividends  paid, to capital  expenditures and to  acquisitions 
carried out in  the first three  quarters of fiscal  2013, they were  financed 
using Couche-Tard's available cash and credit facilities. Couche-Tard  expects 
that cash generated from operations  together with borrowings available  under 
its revolving  unsecured  credit  facilities  will be  adequate  to  meet  its 
liquidity needs in the foreseeable future.

On September  22,  2012,  Couche-Tard's  term  revolving  unsecured  operating 
credits A ($326.0 million), B ($154.0 million) and C ($40.0 million)  matured. 
On October 19, 2012, the Corporation  increased by $275.0 million the  maximum 
borrowings available under its term revolving unsecured operating D,  bringing 
to $1,275.0 million the maximum borrowings available under operating credit D.
As at February 3,  2013, $345.5 million  of Couche-Tard's revolving  unsecured 
operating credit D had been  used. As at the  same date, the weighted  average 
effective interest rate was 1.75% and standby letters of credit in the  amount 
of  CA$2.3  million   and  $28.4million   were  outstanding.   Thus,  as   at 
February3,2013,  approximately  $899.0  million  were  available  under  the 
Corporation's revolving unsecured  operating credit D  and Couche-Tard was  in 
compliance with the  restrictive covenants  and ratios imposed  by the  credit 
agreements.

On October  31, 2012,  Couche-Tard entered  into a  new credit  facility of  a 
maximum amount of $50.0 with an initial term of 50 months. The credit facility
is available in the form of a revolving unsecured operating credit,  available 
in US dollars  ("Term revolving  unsecured operating credit  E"). The  amounts 
borrowed bear interest  at variable rates  based on  the US base  rate or  the 
LIBOR rate  plus  a variable  margin.  Standby fees,  which  vary based  on  a 
leverage ratio and on  the utilization rate of  the credit facility, apply  to 
the unused  portion  of the  credit  facility.  The variable  margin  used  to 
determine the  interest  rate applicable  to  amounts borrowed  is  determined 
according to a leverage ratio of the Corporation. As at February 3, 2013,  the 
term revolving unsecured operating credit E was unused.

Thus, as at February 3, 2013, Couche-Tard had access to more than $1.3 billion
through its available cash and revolving unsecured operating credits.

Through its acquisition of  Statoil Fuel & Retail,  Couche-Tard has access  to 
bank  overdraft  facilities  totalling  approximately  $536.6million.  As  of 
January 31, 2013, approximately $24.8 million of the overdraft bank facilities
had been used and the weighted average effective interest rate was 1.69%.

Selected Consolidated Cash Flow Information

(In millions of US
dollars)                16-week periods ended        40-week periods ended
                    February  January             February  January
                           3,      29,                   3,      29,
                         2013     2012 Variation       2013     2012 Variation
Operating activities        $        $         $          $        $         $
Net cash provided by
operating activities    228.7     93.2     135.5      674.8    502.6     172.2
Investing activities                                                    
 Purchase of
  property and
  equipment and
  other assets, net
  of proceeds from
  the disposal of
  property and
  equipment and
  other assets        (162.5)   (79.3)    (83.2)    (328.5)  (174.7)   (153.8)
 Business
  acquisitions         (70.3)  (312.5)     242.2  (2,593.1)  (350.3) (2,242.8)
 Net settlement of
  foreign exchange
  forward contracts         -        -         -     (86.4)        -    (86.4)
 Other                   0.8      2.1     (1.3)        1.3   (20.5)      21.8
Net cash used in
investing activities  (232.0)  (389.7)     157.7  (3,006.7)  (545.5) (2,461.2)
Financing activities                                                    
 Issuance of
  Canadian dollar
  denominated senior
  unsecured notes,
  net of financing
  costs                 997.5        -     997.5      997.5        -     997.5
 Repayment of the
  unsecured
  non-revolving
  acquisition credit
  facility            (995.5)        -   (995.5)    (995.5)        -   (995.5)
 Repayment of
  non-current debt
  assumed on
  business
  acquisition          (31.4)        -    (31.4)    (800.5)        -   (800.5)
 Dividends            (14.2)   (12.8)     (1.4)     (41.7)   (36.3)     (5.4)
 Net (decrease)
  increase in other
  debt                 (17.8)     79.0    (96.8)    (319.9)    158.6   (478.5)
 Issuance of shares
  upon exercise of
  stock-options           1.1     16.8    (15.7)        8.1     19.2    (11.1)
 Borrowings under
  the acquisition
  facility, net of
  financing costs           -        -         -    3,190.2        -   3,190.2
 Issuance of shares
  on public
  offering, net of
  issuance costs            -        -         -      333.4        -     333.4
 Share repurchase          -   (78.0)      78.0          -  (201.2)     201.2
Net cash (used in)
provided by
financing activities   (60.3)      5.0    (65.3)    2,371.6   (59.7)   2,431.3
Company credit
rating                                                                  
Standard and Poor's      BBB-     BBB-                                    
Moody's                  Baa3      N/A                                    

Operating activities

During the third  quarter and three  first quarters of  fiscal 2013, net  cash 
from operations reached  $228.7million and  $674.8million, respectively,  up 
$135.5 million and $172.2 million,  respectively compared to the same  periods 
in fiscal year  2012. In  both cases,  the increase  is mainly  due to  higher 
earnings before  depreciation  and  amortization  expense,  partly  offset  by 
unfavorable changes in non-cash working capital items, including the reduction
in accounts payable.

Investing activities

During the third quarter of  fiscal 2013, investing activities were  primarily 
for the acquisition of 52 company-operated stores for a total of $70.3million
as well as for net investments for capital expenditures and other assets which
amounted to $162.5million.

Since the beginning of  the fiscal year,  investing activities were  primarily 
for  the   acquisition  of   Statoil  Fuel   &  Retail   and  120   additional 
company-operated stores for a net amount of $2.59 billion. Net investments for
capital expenditures and other assets amounted to $328.5million.

The capital investments  were primarily  for the replacement  of equipment  in 
some of Couche-Tard's stores to enhance its offering of products and services,
the addition of new stores as well as the ongoing improvement of Couche-Tard's
network.

Financing activities

During the  third  quarter,  the  Corporation repaid  $995.5  million  of  its 
borrowings under  the acquisition  facility with  the net  proceeds of  $997.5 
million from  the issuance  of Canadian  dollar denominated  senior  unsecured 
notes. The Corporation also repaid $31.4 million of the debt assumed upon  the 
acquisition of Statoil Fuel & Retail.

Since the  beginning of  fiscal 2013,  Couche-Tard borrowed  a net  amount  of 
$2,194.7 million under its acquisition facility,  it received a net amount  of 
$997.5 million  from  the  issuance  of  Canadian  dollar  denominated  senior 
unsecured notes  and received  a net  amount  of $333.4  million from  to  the 
issuance of 7,302,500 Class B subordinate voting shares. These funds were used
to finance the acquisition of Statoil  Fuel & Retail for $2,583.3 million,  to 
repay a portion  of the  debt assumed  as part  of this  same acquisition  for 
$800.5 million  as well  as  to repay  a  portion of  Couche-Tard's  operating 
credits. During  the same  period,  the Corporation  paid dividends  of  $41.7 
million.

Financial Position as at February 3, 2013

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

Total consolidated assets amounted to $10.5 billion as at February 3, 2013, an
increase of $6.0 billion over the balance as at April 29, 2012. This  increase 
is primarily attributable to the acquisition  of Statoil Fuel & Retail and  to 
the weakening  of the  US  dollar against  the  functional currencies  of  the 
Canadian and European operations as at the balance sheet date.

For the 53-week period ended February  3, 2013, Couche-Tard recorded a  return 
on capital employed of 11.7%^1.

Shareholders' equity amounted to $3.2 billion as at February 3, 2013, up  $1.0 
billion compared  to April29,  2012, mainly  reflecting net  earnings of  the 
first three quarters of fiscal 2013,  the increase in capital stock  following 
the issuance of  more than seven  million shares  as well as  the increase  in 
accumulated other  comprehensive  income following  the  weakening of  the  US 
dollar  against  the  functional  currencies  of  the  Canadian  and  European 
operations as  at  the  balance  sheet date,  partially  offset  by  dividends 
declared. For  the 53-week  period  ended February  3, 2013,  the  Corporation 
recorded a return on equity of 22.4%^2.

__________________________

^1 This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It represents the
following calculation: earnings before income taxes and interests divided by
average capital employed for the corresponding period. Capital employed
represents total assets less short-term liabilities not bearing interests. It
does not have a standardized meaning prescribed by IFRS and therefore may not
be comparable to similar measures presented by other public corporations. This
ratio is presented on a pro forma basis. It includes Couche-Tard's results for
the first, second and third quarters of the fiscal year which will end April
28, 2013 and of the fourth quarter of the fiscal year ended April 29, 2012 as
well as Statoil Fuel & Retail's results for the 12-month period ended January
31, 2013. Statoil Fuel & Retail balance sheet and earnings data have been
adjusted to make their presentation in line with Couche-Tard's policies and
for preliminary fair value adjustments to assets acquired, including goodwill,
and to liabilities assumed. Statoil Fuel & Retail purchase price allocation
being preliminary, this ratio could change.
^2 This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It represents the
following calculation: net earnings divided by average equity for the
corresponding period. It does not have a standardized meaning prescribed by
IFRS and therefore may not be comparable to similar measures presented by
other public corporations. This ratio is presented on a pro forma basis. It
includes Couche-Tard's results for the first, second and third quarters of the
fiscal year which will end April 28, 2013 and of the fourth quarter of the
fiscal year ended April 29, 2012 as well as Statoil Fuel & Retail's results
for the 12-month period ended January 31, 2013. Statoil Fuel & Retail balance
sheet and earnings data have been adjusted to make their presentation in line
with Couche-Tard's policies and for preliminary fair value adjustments to
assets acquired, including goodwill, and to liabilities assumed. Statoil Fuel
& Retail purchase price allocation being preliminary, this ratio could change.



Selected Quarterly Financial Information

The Corporation's 52-week reporting cycle is divided into quarters of 12weeks
each except for  the third quarter,  which comprises 16weeks.  When a  fiscal 
year, such as  fiscal 2012,  contains 53weeks, the  fourth quarter  comprises 
13weeks. The  following  is  a summary  of  selected  consolidated  financial 
information derived  from  the Corporation's  interim  consolidated  financial 
statements for each of the eight most recently completed quarters. The results
of the first and second quarter of  fiscal 2013 have been adjusted to  reflect 
the changes to  the preliminary allocation  of the purchase  price of  Statoil 
Fuel & Retail and reclassification of certain items.

                                                                       Extract
                                                                          from
                                                                           the
                                                                       52-week
(In millions                                                            period
of US dollars                                                            ended
except for                                                               April
per share       40-week period ended   53-week period ended April 29,      24,
data)             February 3, 2013                  2012                  2011
Quarter           3^rd    2^nd    1^st    4^th    3^rd    2^nd    1^st    4^th
Weeks                       12      12      13      16      12      12      12
              16 weeks   weeks   weeks   weeks   weeks   weeks   weeks   weeks
Revenues      11,573.7 9,310.7 6,021.5 6,064.9 6,605.8 5,153.9 5,178.9 4,737.0
Operating
income before
depreciation
and
amortization
of property
and equipment
and other
assets           391.5   365.9   310.0   200.1   186.5   200.6   232.2   133.7
Depreciation
and
amortization
of property
and equipment
and other
assets           182.2   134.1    66.1    62.2    75.7    52.4    49.5    50.9
Operating                                                148.2
income           209.3   231.4   243.9   137.9   110.8           182.7    82.8
Share of                                                   5.2
earnings of a
joint venture
and
associated
companies
accounted for
using the
equity method      3.9     3.7     5.2     3.4     7.0             6.0     2.6
Net financial                                              2.5
expenses
(revenues)        49.4    15.9   121.7  (13.0)     4.6             3.2     2.6
Net earnings     142.5   181.4   103.0   117.8    86.8   113.5   139.5    64.5
Net earnings                                                 
per share                                                              
   Basic        $0.76   $0.98   $0.58   $0.66   $0.49   $0.62   $0.76   $0.35
   Diluted      $0.75   $0.97   $0.57   $0.65   $0.48   $0.61   $0.75   $0.35

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

Outlook

For the remainder  of fiscal  year 2013,  Couche-Tard expects  to continue  to 
manage adequatly its  capital expenditures  while making sure  to continue  to 
invest the  amounts  necessary  to  maintain  and  improve  its  network.  The 
Corporation also intends to keep an  ongoing focus on its sales, supply  terms 
and operating expenses while keeping an  eye on growth opportunities that  may 
become available to it.

Couche-Tard will pay special  attention to the integration  of Statoil Fuel  & 
Retail. To do this, it has formed a multidisciplinary team that will ensure an
effective integration and will  identify improvement opportunities,  including 
available synergies. Within this framework, Couche-Tard will also put in place
strategies that will enable it to reduce its debt level in order to regain its
financial flexibility and maintain the quality of its credit profile.

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

Profile

Couche-Tard is the leader in the Canadian convenience store industry. In North
America, Couche-Tard  is the  largest independent  convenience store  operator 
(whether integrated with a petroleum corporation or not) in terms of number of
company-operated stores. In  Europe, Couche-Tard  is a  leader in  convenience 
store and road transportation fuel in Scandinavian countries and in the Baltic
States while it has a growing presence in Poland.

As of  February 3,  2013, Couche-Tard's  network comprises  6,173  convenience 
stores  throughout   North  America,   including   4,603  stores   with   road 
transportation fuel  dispensing. Its  North-American  network consists  of  13 
business units, including nine in the United States covering 39 states and the
District of Columbia and four in Canada covering all ten provinces. More  than 
60,000 people are employed throughout Couche-Tard's network and at its service
offices in North America.

Through its acquisition of Statoil Fuel & Retail, Couche-Tard operates a broad
retail network  across  Scandinavia  (Norway, Sweden,  Denmark),  Poland,  the 
Baltics (Estonia,  Latvia, Lithuania),  and  Russia with  2,294 stores  as  at 
January 31, 2013,  the majority of  which offer road  transportation fuel  and 
convenience products while the others are unmanned automated  service-stations 
(road transportation  fuel  only).  Couche-Tard also  offers  other  products, 
including stationary  energy,  marine  fuel,  aviation  fuel,  lubricants  and 
chemicals. It  operates 12  key fuel  terminals and  38 fuel  depots in  eight 
countries. Including employees  at Statoil branded  franchise stations,  about 
18,500 people  work in  Couche-Tard's retail  network, terminals  and  service 
offices across Europe.

In addition, under licensing agreements, about 4,150 stores are operated under
the Circle  K  banner  in  nine  other  countries  (China,  Guam,  Hong  Kong, 
Indonesia, Japan, Macau, Mexico, Vietnam and United Arab Emirates).

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

Webcast on March 19, 2013 at 2:30 P.M. (EST)

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

Couche-Tard invites  analysts  known to  the  Corporation to  send  their  two 
questions in advance to its management,  before 11:00 A.M. (EST) on March  19, 
2013.

Financial analysts  and  investors  who  wish to  listen  to  the  webcast  on 
Couche-Tard's results which will take place  online on March 19, 2013 at  2:30 
P.M.  (EST)   can  do   so   by  accessing   the  Corporation's   website   at 
www.couche-tard.com/corporate and by clicking  on the corporate  presentations 
link of the  investor relations section.  For those  who will not  be able  to 
listen to  the  live  presentation,  the recording  of  the  webcast  will  be 
available on the Corporation's website for a period of 90 days.

Q3 2013
ALIMENTATION COUCHE-TARD INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16 and 40-week periods ended February 3, 2013

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

                                      16 weeks               40 weeks
                                              January   February    January
For the periods ended           February 3,       29,         3,        29,
                                      2013       2012        2013        2012
                                         $         $          $          $
Revenues                           11,573.7   6,605.8   26,905.4   16,938.6
Cost of sales                      10,082.1   5,777.6   23,387.4   14,696.8
Gross profit                        1,491.6     828.2    3,518.0    2,241.8
                                                                      
Operating, selling,                                              
administrative and general
expenses                            1,100.1      641.7     2,451.0     1,622.5
Depreciation and amortization                                    
of property and equipment and
other assets                          182.2       75.7       382.4       177.6
                                   1,282.3     717.4    2,833.4    1,800.1
Operating income                      209.3     110.8      684.6      441.7
                                                                      
Share of earnings of joint                                       
ventures and associated
companies accounted for using
the equity method                       3.9        7.0        12.8        18.2
                                                                      
Financial expenses                     40.2       4.9       88.5       11.4
Financial revenues                    (4.4)     (0.3)      (8.0)      (1.1)
Loss on foreign exchange                                         
forward contracts (Note 6)                -          -       102.9           -
Foreign exchange rate loss from                                  
currency conversion                    13.6          -         3.6           -
Net financial expenses                 49.4       4.6      187.0       10.3
Earnings before income taxes          163.8     113.2      510.4      449.6
Income taxes                           21.3      26.4       83.5      109.8
Net earnings                          142.5      86.8      426.9      339.8
                                                                      
Net earnings per share (Note 7)                                        
           Basic                      0.76      0.49       2.32       1.88
           Diluted                    0.75      0.48       2.29       1.84
Weighted average number of                                       
shares (in thousands)               187,417    177,731     184,279     180,866
Weighted average number of                                       
shares - diluted (in thousands)     189,037    181,259     186,161     184,364
Number of shares outstanding at                                  
end of period (in thousands)        187,494    178,979     187,494     178,979

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

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

                                      16 weeks                40 weeks
For the periods ended            February     January    February   January
                                       3,          29,           3,        29,
                                     2013         2012         2013       2012
                                       $           $           $         $
Net earnings                        142.5        86.8       426.9     339.8
Other comprehensive income                                             
   Translation adjustments                                            
         Changes in cumulative                                     
         translation
       adjustments ^(1)           142.0         23.2        286.0     (25.3)
         Change in fair value                                      
         of a financial
         instrument designated
         as a hedge of the
         Corporation's net
         investment in its U.S.
       operations ^(2)            (6.7)            -        (6.7)          -
   Cash flow hedges                                                   
         Change in fair value                                      
         of financial
       instruments ^(3)             0.1          0.3          3.7        1.6
         Gain realized on                                          
         financial instruments
         transferred to
       earnings ^(4)              (0.9)        (0.6)        (4.5)      (1.7)
    Available-for-sale                                             
   financial instrument                                                  
         Change in fair value                                      
         of an
         available-for-sale
         financial instrument
       ^(5)                           -        (0.3)            -          -
         Gain realized on the                                      
         disposal of an
         available-for-sale
         financial instrument
         transferred to
       earnings ^(6)                  -            -            -      (0.6)
   Net actuarial gains ^(7)         27.8           -        27.8         -
Other comprehensive income          162.3        22.6       306.3    (26.0)
Comprehensive income                304.8       109.4       733.2     313.8
                                                                      
Comprehensive income                                               
attributable to:                                                          
Shareholders of the Corporation     304.8       109.4       741.1     313.8
Non-controlling interest                -           -       (7.9)         -
Comprehensive income                304.8       109.4       733.2     313.8
(1) For the 40-week period ended February 3, 2013, this amount includes a gain
    of $20.7, net of income taxes of $3.2. For the 16 and 40-week periods
    ended January 29, 2012, these amounts include a gain of $16.0 and a loss
    of $20.5, respectively (net of income taxes of $2.4 and $3.1,
    respectively). These gains and this loss arise from the translation of the
    US dollar denominated long-term debt which was previously designated as a
    foreign exchange hedge of the Corporation's net investment in its U.S.
    operations (Note 2).
(2) For the 16-week and 40-week periods ended February 3, 2013, these amounts
    are net of income taxes of $1.4.
(3) For the 16-week period ended February 3, 2013, this amount is net of
    income taxes. For the 40-week period ended February 3, 2013, this amount
    is net of income taxes of $0.8. For the 16 and 40-week periods ended
    January 29, 2012, these amounts are net of income taxes of $0.1 and $0.5,
    respectively.
(4) For the 16 and 40-week periods ended February 3, 2013, these amounts are
    net of income taxes of $0.2 and $1.0, respectively. For the 16 and 40-week
    periods ended January 29, 2012, these amounts are net of income taxes of
    $0.2 and $0.6, respectively.
(5) For the 16-week period ended January 29, 2012, this amount is net of
    income taxes of $0.1.
(6) For the 40-week period ended January 29, 2012, this amount is net of
    income taxes.
(7) For the 16-week and 40-week periods ended February 3, 2013, these amounts
    are net of income taxes of $10.8.

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

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

For the 40-week                                                               February 3, 2013
period ended
                Attributable to the shareholders of the Corporation                         
                                                  Accumulated
                                                        other                Non-
                Capital Contributed    Retained comprehensive         controlling         Total
                 stock     surplus    earnings        income   Total    interest        equity
                     $           $           $             $       $           $             $
Balance,
beginning of
period            321.0        17.9     1,826.8           8.9 2,174.6                  2,174.6
Comprehensive
income:                                                                                 
 Net earnings                          426.9                426.9                    426.9
  Other
  comprehensive
 income                                             314.2   314.2       (7.9)         306.3
Total
comprehensive
income                                                      741.1       (7.9)         733.2
Dividends                              (41.7)               (41.7)                   (41.7)
Acquisition of
control of
Statoil Fuel &
Retail (Note 3)                                                 -       487.2         487.2
Acquisition of
non-controlling
interest in
Statoil Fuel &
Retail (Note 3)                                                 -     (479.3)       (479.3)
Class B
subordinate
voting shares
issued for cash
^(1) (Note 8)     336.5                                      336.5                    336.5
Stock
option-based
compensation
expense                        0.3                             0.3                      0.3
Initial fair
value of stock
options
exercised           0.9       (0.9)                               -                        -
Cash received
upon exercise
of stock
options             8.1                                        8.1                      8.1
Balance, end of
period            666.5        17.3     2,212.0         323.1 3,218.9           -       3,218.9
(1)This amount is net of transaction costs which are net of a related income tax benefit of
$3.4.
                                                                           
                                                                           
For the 40-week period                                                          January 29, 2012
ended
                                                                      Accumulated
                                                                            other
                            Capital Contributed      Retained       comprehensive Shareholders'
                             stock     surplus      earnings              income        equity
                                 $           $             $                   $             $
Balance, beginning of
period                        323.8        19.3       1,596.3                40.0       1,979.4
Comprehensive income:                                                                     
 Net earnings                                        339.8                            339.8
 Other comprehensive
  income                                                                (26.0)        (26.0)
Total comprehensive
income                                                                                313.8
Dividends                                            (36.3)                           (36.3)
Stock option-based
compensation expense                       0.4                                           0.4
Initial fair value of
stock options exercised         1.5       (1.5)                                             -
Cash received upon
exercise of stock
options                        19.2                                                     19.2
Repurchase and
cancellation of shares       (23.9)                                                   (23.9)
Excess of acquisition
cost over book value of
Class A multiple voting
shares and Class B
subordinate voting
shares repurchased and
cancelled                                           (177.3)                          (177.3)
Balance, end of period        320.6        18.2       1,722.5                14.0       2,075.3

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

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

                                16 weeks                   40 weeks
For the periods ended    February 3,  January 29,  February 3,  January 29,
                               2013         2012         2013         2012
                                  $            $            $            $
Operating activities                                                   
Net earnings                   142.5         86.8        426.9        339.8
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             173.1          63.8         353.3         148.3
 Deferred income taxes       (27.5)       (18.3)       (35.9)          1.4
 Share of earnings of                                         
  joint ventures and of
  associated companies
  accounted for using
  the equity method, net
  of dividends received        (2.6)         (4.7)         (8.1)        (14.4)
 Deferred credits               1.8          4.3         17.4          9.4
 Loss (gain) on                                               
  disposal of property
  and equipment and
  other assets                     -           2.6         (2.4)           7.8
 Negative goodwill                                            
  (Note 3)                     (0.4)         (0.4)         (1.6)         (1.3)
 Loss on foreign                                              
  exchange forward
  contracts (Note 6)               -             -         102.9             -
 Other                          3.0          2.8         31.8         17.0
 Changes in non-cash                                          
  working capital             (61.2)        (43.7)       (209.5)         (5.4)
Net cash provided by                                           
operating activities           228.7          93.2         674.8         502.6
                                                                      
Investing activities                                                   
Purchase of property and                                       
equipment and other
assets                       (190.9)        (85.6)       (366.2)       (189.8)
Business acquisitions                                          
(Note 3)                      (70.3)       (312.5)     (2,593.1)       (350.3)
Proceeds from disposal                                         
of property and
equipment and other
assets                          28.4           6.3          37.7          15.1
Restricted cash                  0.8          2.1          1.3       (20.4)
Net settlement of                                              
foreign exchange forward
contracts                          -             -        (86.4)             -
Other                              -            -            -        (0.1)
Net cash used in                                               
investing activities         (232.0)       (389.7)     (3,006.7)       (545.5)
                                                                      
Financing activities                                                   
Issuance of Canadian                                           
dollar denominated
senior unsecured notes,
net of financing costs
(Note 4)                       997.5             -         997.5             -
Repayment of the                                               
unsecured non-revolving
acquisition credit
facility (Note 4)            (995.5)             -       (995.5)             -
Repayment of non-current                                       
debt assumed on business
acquisition                   (31.4)             -       (800.5)             -
Cash dividends paid           (14.2)       (12.8)       (41.7)       (36.3)
Net (decrease) increase                                        
in other debt                 (17.8)          79.0       (319.9)         158.6
Issuance of shares upon                                        
exercise of
stock-options                    1.1          16.8           8.1          19.2
Borrowings under the                                           
unsecured non-revolving
acquisition credit
facility, net of
financing costs (Note 4)           -             -       3,190.2             -
Repurchase of shares               -       (78.0)            -      (201.2)
Issuance of shares on                                          
public offering, net of
transaction costs (Note
8)                                 -             -         333.4             -
Net cash (used in)                                             
provided by financing
activities                    (60.3)           5.0       2,371.6        (59.7)
Effect of exchange rate                                        
fluctuations on cash and
cash equivalents                40.3           6.0          31.8         (4.1)
Net (decrease) increase                                        
in cash and cash
equivalents                   (23.3)       (285.5)          71.5       (106.7)
Cash, cash equivalents                                         
and bank overdraft,
beginning of period            399.1         488.5         304.3         309.7
Cash, cash equivalents                                         
and bank overdraft, end
of period                      375.8         203.0         375.8         203.0
Bank overdraft, end of                                         
period ^(1)                     24.8             -          24.8             -
Cash and cash                                                  
equivalents, end of
period                         400.6         203.0         400.6         203.0
                                                                      
Supplemental                                                   
information:                                                              
 Interest paid                 20.8          2.4         48.1          5.1
 Interest and dividends                                       
  received                       2.5           1.2           9.2           5.1
 Income taxes paid             88.6         40.3        129.4         36.3
Cash and cash                                                  
equivalents components:                                                   
 Cash and demand                                              
  deposits                                               400.6         161.5
 Liquid investments                                       -         41.5
                                                      400.6        203.0
(1)Bank overdraft is included in Bank loans and current portion of long-term
debt on the consolidated balance sheet.

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

CONSOLIDATED BALANCE SHEETS
(in millions of US dollars, unaudited)

                                            As at February 3, As at April 29,
                                                         2013            2012
                                                            $               $
Assets                                                                      
Current assets                                                              
 Cash and cash equivalents                              400.6           304.3
 Restricted cash                                         21.4            22.7
 Accounts receivable                                  1,765.4           420.7
 Inventories                                            897.2           543.9
 Prepaid expenses                                        55.7            28.6
 Foreign exchange forward contracts (Note                   -            17.2
  6)
 Income taxes receivable                                 33.8               -
                                                      3,174.1         1,337.4
Property and equipment                                 5,133.2         2,248.3
Goodwill                                               1,097.5           502.9
Intangible assets                                        848.0           217.0
Other assets                                             155.7            68.2
Investment in joint ventures and in                       80.8            65.0
associated companies
Deferred income taxes                                     18.6            14.4
                                                     10,507.9         4,453.2
                                                                           
Liabilities                                                                 
Current liabilities                                                         
 Accounts payable and accrued liabilities             2,307.8         1,025.7
 Provisions                                              85.9            50.1
 Income taxes payable                                       -             6.6
 Bank loans and current portion of                       48.4           484.4
  long-term debt (Note 4)
                                                      2,442.1         1,566.8
Long-term debt (Note 4)                                3,605.4           180.8
Provisions                                               323.5           107.5
Pension benefit liability                                117.1            39.5
Financial liabilities (Note 5)                             8.1               -
Deferred credits and other liabilities                   153.6           121.9
Deferred income taxes                                    639.2           262.1
                                                      7,289.0         2,278.6
                                                                           
Shareholders' equity                                                        
Capital stock (Note 8)                                   666.5           321.0
Contributed surplus                                       17.3            17.9
Retained earnings                                      2,212.0         1,826.8
Accumulated other comprehensive income                   323.1             8.9
                                                      3,218.9         2,174.6
                                                     10,507.9         4,453.2

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

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

1. CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

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

The interim financial  statements were  prepared in accordance  with the  same 
accounting policies and methods as  the audited annual consolidated  financial 
statements for the year  ended April29,2012, except  for those disclosed  in 
Note 2. The interim  financial statements do not  include all the  information 
required for complete financial statements  and should be read in  conjunction 
with the audited annual consolidated financial statements and notes thereto in
the Corporation's  2012Annual  Report.  The results  of  operations  for  the 
interim periods presented do not necessarily reflect results expected for  the 
full fiscal year. The Corporation's  business follows a seasonal pattern.  The 
busiest period is  the first  half-year of  each fiscal  year, which  includes 
summer's sales. These interim financial statements have not been subject to  a 
review engagement by the Corporation's external auditors.

On March  19,  2013,  the  Corporation's  interim  financial  statements  were 
approved by the board of directors who also approved their publication.

2. ACCOUNTING CHANGES

Accounting policies different from those used in the 2012 annual  consolidated 
financial statements

Hedge of the net investment in foreign operations

The  Corporation  previously  designated  its  entire  US  dollar  denominated 
long-term debt as a foreign exchange hedge  of its net investment in its  U.S. 
operations. Accordingly, the portion of the  gains or losses arising from  the 
translation of the  US dollar denominated  debt that was  determined to be  an 
effective hedge was recognized in Other comprehensive income, counterbalancing
gains and losses arising from translation of the Corporation's net  investment 
in its  U.S. operations.  Had a  portion of  the hedging  relationship  become 
ineffective,  the  ineffective  portion  would  have  been  recorded  in   the 
consolidated statement of  earnings under  Operating, selling,  administrative 
and general  expenses. The  Corporation  no longer  designates its  US  dollar 
denominated long-term debt as a foreign  exchange hedge of its net  investment 
in its  U.S. operations.  Accordingly,  the portion  of  the gains  or  losses 
arising from the translation of the US dollar denominated debt is recorded  in 
the   consolidated   statement   of   earnings   under   Operating,   selling, 
administrative and general expenses.

The  Corporation  has  designated   its  cross-currency  interest  rate   swap 
agreements (Note 5) as a foreign exchange  hedge of its net investment in  its 
U.S. operations. The hedge being effective,  the gains or losses arising  from 
the fair  value  variation  of  the cross-currency  interest  rate  swaps  are 
recognized in Other comprehensive income.

Revised Standards

Employee Benefits

On April 30, 2012, the Corporation early adopted the revised version of IAS 19
"Employee  Benefits",  issued  by  the  IASB,  which  retroactively   modifies 
accounting rules for defined  benefits pension plans.  The revised version  of 
the standard contains multiple modifications, including the elimination of the
corridor approach, which  allowed deferring  part of the  actuarial gains  and 
losses, as well as enhanced guidance on measurement of plan assets and defined
benefit obligations, streamlining  the presentation of  changes in assets  and 
liabilities arising  from  defined  benefit  plans  and  the  introduction  of 
enhanced disclosures for defined benefit plans.

Following the adoption of this revised standard, the Corporation also  decided 
to present  net  interests  on  the net  defined  benefit  liability  (asset), 
previously  presented  in  Operating,  selling,  administrative  and   general 
expenses, in Financial expenses. This adoption had no other significant impact
on the Corporation's consolidated financial statements.

3. BUSINESS ACQUISITIONS

Acquisition of Statoil Fuel & Retail ASA ("Statoil Fuel & Retail")

On June 19, 2012, the Corporation acquired 81.2% of the 300,000,000 issued and
outstanding shares of Statoil Fuel & Retail for a cash consideration of  51.20 
Norwegian Kroners ("NOK") per share for a total amount of NOK 12.47billion or
approximately $2.1 billion  through a  voluntary public  offer (the  "offer"). 
From June  22, 2012  to June  29, 2012,  the Corporation  acquired  53,238,857 
additional shares of Statoil Fuel &  Retail for a cash consideration of  51.20 
NOK per  share,  totaling NOK2.73  billion  or approximately  $0.45  billion, 
increasing  the  Corporation's  participation  to  98.9%.  Having  reached   a 
shareholding of more than 90%, on June 29, 2012, in accordance with  Norwegian 
laws, the  Corporation initiated  the  compulsory acquisition  of all  of  the 
remaining Statoil Fuel & Retail shares not deposited under the offer from  the 
holders thereof and, as a result,  since such date, the Corporation owns  100% 
of the issued and outstanding shares of  Statoil Fuel & Retail. The 51.20  NOK 
per share cash  consideration for  the compulsory  acquisition of  all of  the 
remaining shares of Statoil Fuel &  Retail not deposited under this offer  was 
paid on July11, 2012. The Oslo Børs Stock Exchange confirmed the delisting of
the Statoil Fuel  & Retail  shares effective  as of  the close  of markets  in 
Norway on  July  12, 2012.  The  acquisition  of the  300,000,000  issued  and 
outstanding shares of  Statoil Fuel &  Retail was therefore  made for a  total 
cash consideration of NOK 15.36 billion, or $2.58 billion. The Corporation set
the acquisition date at June 19, 2012.

Statoil Fuel  & Retail  is  a leading  Scandinavian road  transportation  fuel 
retailer with  over 100  years of  operations in  the region.  Statoil Fuel  & 
Retail operates a  broad retail  network across  Scandinavia (Norway,  Sweden, 
Denmark), Poland, the  Baltics (Estonia, Latvia,  Lithuania), and Russia  with 
approximately 2,300 sites,  the majority  of which  offer road  transportation 
fuel  and  convenience  products  while  the  others  are  unmanned  automated 
service-stations (road transportation fuel only). Statoil Fuel & Retail has  a 
leading position in several countries where it does business and owns the land
for over 900 sites and buildings for over 1,700 sites.

Statoil Fuel & Retail's other products include stationary energy, marine fuel,
aviation fuel,  lubricants and  chemicals. In  Europe, Statoil  Fuel &  Retail 
operates 12 key fuel terminals and 38 fuel depots in eight countries.

During the 16  and 40-week  periods ended  February 3,  2013, the  Corporation 
recorded transaction costs of $0.3 million and $1.8 million, respectively,  in 
Operating, selling, administrative  and general expenses,  in connection  with 
this acquisition, which adds to transaction costs of $0.8 million recorded  in 
earnings for the year ended April29,2012.

The  Corporation  financed  this  acquisition  through  borrowings  under  its 
acquisition facility (Note 4).

Given the size of the transaction, the Corporation has not completed its  fair 
value assessment  of the  assets  acquired, the  liabilities assumed  and  the 
goodwill for  this  transaction.  The preliminary  allocation  is  subject  to 
adjustments to the fair  value of the assets,  liabilities and goodwill  until 
the process is  completed. Purchase  price allocation based  on the  estimated 
fair value on the date of acquisition and available information as at the date
of publication of these consolidated financial statements is as follows:

                                                                   Fair value
                                                              accounted for at
                                                          the acquisition date
                                                                            $
Assets                                                                       
Current assets                                                               
      Cash and cash equivalents                                         193.7
      Restricted cash                                                     0.8
      Accounts receivable                                             1,589.3
      Inventories                                                       283.4
      Prepaid expenses                                                   10.4
      Income taxes receivable                                             3.7
                                                                      2,081.3
Property and equipment                                                 2,574.2
Identifiable intangible assets                                           613.4
Other assets                                                              30.6
Investment in affiliated companies                                         7.4
Deferred Income taxes                                                     51.5
                                                                      5,358.4
                                                                            
Liabilities                                                                  
Current liabilities                                                          
      Accounts payable and accrued liabilities                        1,680.3
      Provisions                                                         25.2
      Income taxes payable                                               17.6
      Bank loans and current portion of long-term debt                  845.3
                                                                      2,568.4
Long-term debt                                                            53.6
Provisions                                                               197.8
Pension benefit liability                                                 66.2
Other liabilities                                                          5.5
Deferred income taxes                                                    374.3
                                                                      3,265.8
Non-controlling interest                                                 487.2
Net identifiable assets                                                1,605.4
Acquisition goodwill                                                     498.6
Consideration paid in cash on June 19, 2012 for the                    2,104.0
acquisition of control (81.2%)
Consideration paid in cash for shares held by                            479.3
non-controlling shareholders
Cash and cash equivalents acquired                                     (193.7)
Bank overdraft assumed                                                    34,1
Net cash flow for the acquisition                                      2,423.7

The Corporation expects that the acquired goodwill will not be deductible  for 
tax purposes.

The Corporation acquired Statoil  Fuel & Retail with  the aim of  diversifying 
its operations geographically and of  establishing a solid platform in  Europe 
in  order  to  support  its  future  growth  potential.  Since  the  date   of 
acquisition, Statoil Fuel  & Retail's  revenues and net  earnings amounted  to 
$8,173.6 and $91.0, respectively. The following summary presents the pro-forma
consolidated results of the Corporation for the 40-week period ended  February 
3, 2013, under the assumption that Statoil Fuel & Retail was acquired on April
30, 2012. These  amounts do  not include  the potential  synergies that  could 
result from the  acquisition. This  information is  provided for  illustrative 
purposes only and does not  necessarily reflect actual or future  consolidated 
results of the Corporation after the combination.

            
                   $
Revenues     28,708.8
Net earnings    429.5

Statoil  Fuel  &  Retail's  accounting  periods  do  not  coincide  with   the 
Corporation's accounting  periods.  The consolidated  statement  of  earnings, 
comprehensive income, and  cash flows  for the  16 and  40-week periods  ended 
February 3,  2013  include those  of  Statoil Fuel  &  Retail for  the  period 
beginning October 1^st, 2012  and ending January 31,2013  and for the  period 
beginning June  20,  2012  and  ending January  31,  2013,  respectively.  The 
consolidated statement  of changes  in  equity for  the 40-week  period  ended 
February 3,  2013  includes that  of  Statoil Fuel  &  Retail for  the  period 
beginning June 20, 2012 and ending January 31, 2013. The consolidated  balance 
sheet as at  February 3, 2013  includes the  balance sheet of  Statoil Fuel  & 
Retail as at January 31,2013, as adjusted for the preliminary purchase  price 
allocation.

The alignment of Statoil Fuel &  Retail's accounting period with those of  the 
Corporation will  be  made once  the  replacement  of Statoil  Fuel  &  Retail 
financial systems is finalized.

Other acquisitions for the 40-week period ended February 3, 2012

  *On May 8, 2012, the Corporation purchased 20 company-operated stores
    located in Texas, United States from Signature Austin Stores. The
    Corporation leases the land and buildings for all sites.
  *On August 27, 2012, the Corporation purchased 29 company-operated stores
    located in Florida, United States from Florida Oil Holdings, LLC. The
    Corporation owns the land and buildings for 24 sites while it leases the
    land and owns the buildings for the other sites. The Corporation was also
    transferred a road transportation fuel supply agreement for one store
    owned and operated by an independent operator.
  *On November 2, 2012, the Corporation acquired, from Sun Pacific Energy, 27
    company-operated stores operating in Washington State, United States. The
    Corporation owns the land and buildings for 26 sites while it leases these
    assets for the other site.
  *On November 28, 2012, the Corporation acquired, from Davis Oil Company,
    seven company-operated stores operating in Georgia, United States. The
    Corporation owns the land and buildings for all sites.
  *On December 31, 2012, the Corporation acquired, from Kum & Go, L.C., seven
    company-operated stores operating in Oklahoma, United States. The
    Corporation leases the land and buildings for all sites.
  *During the 40-week period ended February 3, 2013, under the June 2011
    agreement with ExxonMobil, the Corporation acquired three stores operated
    by independent operators for which the real estate is owned by the
    Corporation along with the related road transportation fuel supply
    agreements. Additionally, 23 road transportation fuel supply agreements
    were transferred to the Corporation during this period.
  *During the 40-week period ended February 3, 2013, the Corporation also
    acquired 30 other stores through distinct transactions. The Corporation
    leases the land and buildings for ten sites and owns these same assets for
    the other sites.

Acquisition costs in connection with  these acquisitions and other  unrealized 
acquisitions of $2.0  are included in  Operating, selling, administrative  and 
general expenses.

These acquisitions  were settled  for a  total cash  consideration of  $169.4. 
Since the  Corporation has  not completed  its fair  value assessment  of  the 
assets acquired, the  liabilities assumed and  goodwill for all  transactions, 
the preliminary allocations of certain acquisitions are subject to adjustments
to the fair value of the assets, liabilities and goodwill until the process is
completed. Purchase price allocations based on the estimated fair value on the
date of acquisition and available information as at the date of publication of
these consolidated financial statements is as follows:

                                                                            $
Tangible assets acquired                                                     
              Inventories                                                 9.6
              Property and equipment                                    120.4
              Other assets                                                0.2
Total tangible assets                                                    130.2
Liabilities assumed                                                          
              Accounts payable and accrued liabilities                    4.6
              Provisions                                                  7.2
              Deferred credit and other liabilities                       0.5
Total liabilities                                                         12.3
Net tangible assets acquired                                             117.9
Intangible assets                                                          0.6
Goodwill                                                                  52.5
Negative goodwill recorded to Operating, selling, administrative and     (1.6)
general expenses
Total cash consideration paid                                            169.4

The Corporation expects that  approximately $25.1 of  the goodwill related  to 
these transactions will be deductible for tax purposes.

These acquisitions were concluded in order to expand the Corporation's  market 
share and to  increase its  economies of scale.  These acquisitions  generated 
goodwill in the amount of $52.5 mainly due to the strategic location of stores
acquired. Since the date of acquisition, revenues and net earnings from  these 
stores amounted to $374.9  and $3.4, respectively.  Considering the nature  of 
these acquisitions, the available financial information does not allow for the
accurate disclosure of pro-forma revenues and net earnings had the Corporation
concluded these acquisitions at the beginning of its fiscal year.

Disposal of the liquefied petroleum gas sales ("LPG") operations

On December  7,  2012,  the  Corporation sold  Statoil  Fuel  &  Retail's  LPG 
operations for NOK 130.0million (approximately $23.0 million) before  working 
capital adjustments. No gain or loss was generated from this disposal.

4. BANK LOANS AND LONG-TERM DEBT

                                                                 As at April
                                               As at February 3,           29,
                                                            2013          2012
                                                              $            $
Unsecured non-revolving acquisition credit                       
facility, maturing in June 2015 ^(a)                     2,196.9             -
US dollar term revolving unsecured operating                     
credit A, matured in September 2012                            -         312.7
Canadian dollar term revolving unsecured                         
operating credit A, matured in September 2012                  -          13.6
US dollar term revolving unsecured operating                     
credit B, matured in September 2012                            -         147.3
Canadian dollar term revolving unsecured                         
operating credit B, matured in September 2012                  -           6.7
US dollar term revolving unsecured operating                     
credit D, maturing in December 2016 ^(b)                   345.5         116.0
Canadian dollar term revolving unsecured                         
operating credit D, maturing in December 2016
^(b)                                                           -          53.0
Canadian dollar denominated senior unsecured                     
notes ^(c)                                                                  
            Tranche 1, maturing in November                     
             2017                                          299.4             -
            Tranche 2, maturing in November                     
             2019                                          449.0             -
            Tranche 3, maturing in November                     
             2022                                          249.3             -
NOK fixed rate bonds, maturing in February                       
2019 ^(d)                                                    2.4             -
NOK floating rate bonds, maturing in February                    
2017 ^ (e)                                                   2.7             -
Borrowings under bank overdraft facilities,                      
maturing at various dates ^(f)                              24.8             -
Other debts, including finance leases,                           
maturing at various dates                                   83.8          15.9
                                                        3,653.8        665.2
Bank loans and current portion of long-term                      
debt                                                        48.4         484.4
                                                        3,605.4        180.8

(a) Unsecured non-revolving acquisition credit facility

Borrowings of  $2,203.0  presented net  of  financing  costs of  $6.1.  As  at 
February 3,  2013, the  effective interest  rate  was 2.6%  (rate of  2.5%  on 
borrowed amounts).

Under the credit  agreement, the Corporation  must maintain certain  financial 
ratios and respect certain restrictive covenants.

(b) Term revolving unsecured operating credit D

As at February 3, 2013, the effective interest rate was 1.75%.

On October 19, 2012,  the Corporation entered into  an agreement to amend  the 
amount available under its US dollar term revolving unsecured operating credit
D from $1,000.0 to $1,275.0. All  other conditions pertaining to the  previous 
agreement remain unchanged.

(c) Canadian dollar denominated senior unsecured notes

On November 1^st,  2012, the  Corporation issued  Canadian dollar  denominated 
senior unsecured notes totaling CA$ 1.0 billion, divided into three tranches:

          Notional amount      Maturity       Coupon rate Effective rate as at
                                                           February 3, 2013
Tranche 1    CA$300.0     November 1^st, 2017   2.861%            3.0%
Tranche 2    CA$450.0     November 1^st, 2019   3.319%            3.4%
Tranche 3    CA$250.0     November 1^st, 2022   3.899%            4.0%

The net proceeds from  the issuance, which  were approximately CA$995.0,  were 
mainly used to repay  a portion of  the Corporation's unsecured  non-revolving 
acquisition credit  facility. The  total amount  of the  notes is  subject  to 
cross-currency  interest  rate  swaps  (Note  5).  Borrowings  of  $997.7  are 
presented net of financing costs of $5.0.

(d) NOK fixed-rate bonds

Bear interest at 5.75%.

(e) NOK floating-rate bonds

Bear interest  based on  an inter-bank  rate plus  a specified  margin. As  at 
January 31, 2013, the effective interest rate was 3.82%.

(f) Borrowings under overdraft bank facilities

The Corporation has access to bank overdraft facilities totaling approximately
$536.6. As of January 31, 2013,  the weighted average effective interest  rate 
was 1.69%.

Term revolving unsecured operating credit E

On October 31, 2012, the Corporation entered  into a new credit facility of  a 
maximum amount of $50.0 with an initial term of 50 months. The credit facility
is available in the form of a revolving unsecured operating credit,  available 
in US dollars. The amounts borrowed  bear interest at variable rates based  on 
the US base rate or the LIBOR rate plus a variable margin.

Standby fees, which vary based on a leverage ratio and on the utilization rate
of the credit facility,  apply to the unused  portion of the credit  facility. 
The variable margin used to determine the interest rate applicable to  amounts 
borrowed is determined according to a leverage ratio of the Corporation.

Under the credit agreement, the Corporation must maintain certain financial
ratios and respect certain restrictive provisions.

As at February 3, 2013, operating credit E was unused.

5. CROSS-CURRENCY INTEREST RATE SWAPS

On November 1^st, 2012, the  Corporation entered into cross-currency  interest 
rate swap agreements for a  total notional amount of CA$1.0billion,  allowing 
it to  synthetically convert  its Canadian  dollars denominated  debt into  US 
dollars.

                                                       Fair value
                                                          as at
                        Receive -     Pay -            February 3,
  Receive - Notional      Rate     Notional Pay - Rate    2013      Maturity
                                                                    November
            CA$300.0    2.861%  US$300.7    2.0340%        $1.0 1^st, 2017
                                                                    November
            CA$125.0    3.319%  US$125.4    2.7325%        $1.1 1^st, 2019
                                                                    November
             CA$20.0    3.319%   US$20.1    2.7325%        $0.2 1^st, 2019
                                                                    November
            CA$305.0    3.319%  US$305.9    2.7400%        $3.1 1^st, 2019
                                                                    November
            CA$125.0    3.899%  US$125.4    3.4900%        $1.4 1^st, 2022
                                                                    November
            CA$125.0    3.899%  US$125.4    3.4925%        $1.3 1^st, 2022
        Total financial
            liabilities                                    $8.1      

The  Corporation  is  exposed  to  fair  value  risk  with  regards  to  these 
cross-currency  swap  agreements.  The   cross-currency  interest  rate   swap 
agreements were designated as  a foreign exchange  hedge of the  Corporation's 
net investment in its U.S. operations.

6. FOREIGN EXCHANGE FORWARD CONTRACTS

As described above, the acquisition of  Statoil Fuel & Retail was  denominated 
in NOK whereas  the Corporation's  acquisition facility is  denominated in  US 
dollars. The  Corporation  has therefore  determined  that there  was  a  risk 
related to fluctuations in the exchange rate between the US dollar and the NOK
as the hypothetical  weakening of  the US dollar  against the  NOK would  have 
increased the Corporation's US dollars cash requirements in order to close the
acquisition of Statoil Fuel & Retail. To mitigate this risk and because of the
lack of liquidity in the currency market for the NOK, the Corporation  entered 
into  foreign  exchange  forward  contracts  (hereinafter,  "forwards")   with 
reputable financial  institutions allowing  it to  predetermine a  significant 
portion of  the  disbursement  it  planned  to make  in  US  dollars  for  the 
acquisition of Statoil Fuel & Retail.

In total, from April 10, 2012 to  June 12, 2012, the Corporation entered  into 
forwards  requiring   it  to   deliver  US$3.47   billion  in   exchange   for 
NOK20.14billion, representing a weighted average  rate of NOK 5.8114 per  US 
dollar which is  a favorable  rate compared  to the rate  of NOK  5.75 per  US 
dollar in effect at April 18, 2012,  date of the announcement of the offer  to 
acquire Statoil Fuel & Retail.

Subsequently, the Corporation modified the original maturity dates of  certain 
forwards to make  them coincide  with the  actual disbursement  dates for  the 
payment of  Statoil Fuel  & Retail  shares  and the  repayment of  certain  of 
Statoil Fuel & Retail debts. Thus, from June 15, 2012 to August 24, 2012,  the 
Corporation settled  all of  the forwards  to pay  for Statoil  Fuel &  Retail 
shares and certain of its debts.

During the 40-week period ended February 3, 2013, the Corporation recorded  to 
earnings losses of $102.9, in relation with these forwards.

7. NET EARNINGS PER SHARE

                        16-week period                 16-week period
                     ended February 3, 2013         ended January 29, 2012
                            Weighted                       Weighted
                              average                        average
                            number of                      number of       Net
                               shares       Net               shares  earnings
                      Net         (in  earnings      Net         (in       per
                 earnings  thousands) per share earnings  thousands)     share
                       $                    $        $                    $
Basic net
earnings
attributable to
ClassA and B
shareholders        142.5     187,417      0.76     86.8     177,731      0.49
Dilutive effect
of stock options               1,620    (0.01)               3,528    (0.01)
Diluted net
earnings
available for
ClassA and
Bshareholders      142.5     189,037      0.75     86.8     181,259      0.48
                                                                       
                                                                       
                        40-week period                 40-week period
                     ended February 3, 2013         ended January 29, 2012
                            Weighted                       Weighted
                              average                        average
                            number of                      number of
                               shares       Net               shares       Net
                      Net         (in  earnings      Net         (in  earnings
                 earnings  thousands) per share earnings  thousands) per share
                       $                    $        $                    $
Basic net
earnings
attributable to
ClassA and B
shareholders        426.9     184,279      2.32    339.8     180,866      1.88
Dilutive effect
of stock options               1,882    (0.03)               3,498    (0.04)
Diluted net
earnings
available for
ClassA and
Bshareholders      426.9     186,161      2.29    339.8     184,364      1.84

When they have an  anti-dilutive effect, stock options  must be excluded  from 
the calculation of the diluted net earnings per share. For the 16 and  40-week 
periods ended February  3, 2013,  35,000 stock  options were  excluded and  no 
stock options were excluded for the  16 and 40-week periods ended January  29, 
2012.

8. CAPITAL STOCK

Issuance of shares

On August  14, 2012,  the  Corporation issued  7,302,500 Class  B  subordinate 
voting shares  at  a  price of  CA$47.25  per  share, for  gross  proceeds  of 
approximately CA$345.0.

The net proceeds of the issuance, approximately CA$330.0, were mainly used  to 
repay a portion  of the  Corporation's revolving  unsecured operating  credits 
then outstanding.

Repurchase of shares

Since October 25, 2011, the Corporation  had a share repurchase program  which 
expired  on  October  24,  2012.  This  program  allowed  the  Corporation  to 
repurchase up to 2,684,420  of the 53,688,412 Class  A multiple voting  shares 
and up to  11,126,400 of  the 111,264,009  Class B  subordinate voting  shares 
issued and outstanding as at October 11, 2011 (representing 5.0% of the  Class 
A multiple  voting shares  issued and  outstanding and  10.0% of  the Class  B 
subordinate voting shares of the public float, as at that date,  respectively, 
as defined by  applicable rules).  In accordance with  Toronto Stock  Exchange 
requirements, the Corporation could repurchase a daily maximum of 1,000  Class 
A multiple voting shares and of 82,118 Class B subordinate voting shares. When
making such repurchases, the number of  Class A multiple voting shares and  of 
Class  B  subordinate  voting  shares  in  circulation  is  reduced  and   the 
proportionate interest  of all  remaining  shareholders in  the  Corporation's 
share capital is increased on a  pro rata basis. All shares repurchased  under 
the share repurchase program were  cancelled upon repurchase. The  Corporation 
did not repurchase  any shares under  this program during  the 16 and  40-week 
periods ended February 3, 2013.

Stock options

For the  16-week period  ended February  3,  2013, a  total of  152,555  stock 
options were exercised  (2,171,724 for  the 16-week period  ended January  29, 
2012). For the  40-week period ended  February 3, 2013,  a total of  1,166,024 
stock options were exercised (2,358,141  for the 40-week period ended  January 
29, 2012).

Issued and outstanding shares

As at  February 3,  2013, the  Corporation has  49,367,280 (53,686,412  as  at 
January 29, 2012) issued and  outstanding ClassA multiple voting shares  each 
comprising ten votes per share and 138,126,246 (125,292,818 as at January  29, 
2012) outstanding ClassB subordinate voting  shares each comprising one  vote 
per share.

9. SEGMENTED INFORMATION

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

The following table provides information  on the principal revenue classes  as 
well as geographic information:

                       16-week period                    16-week period
                    ended February 3, 2013            ended January 29, 2012
                United  Europe                    United
                 States    ^(a)  Canada    Total   States Europe  Canada    Total
                     $       $       $        $        $      $       $        $
External
customer
revenues ^(b)                                                            
Merchandise
and services    1,328.0   372.2   625.5  2,325.7  1,272.5      -   595.4  1,867.9
Road
transportation
fuel            4,337.3 2,999.8   849.8  8,186.9  3,969.0      -   767.2  4,736.2
Other               2.0 1,058.9     0.2  1,061.1      1.6      -     0.1      1.7
               5,667.3 4,430.9 1,475.5 11,573.7  5,243.1      - 1,362.7  6,605.8
Gross Profit                                                             
Merchandise
and services      440.6   154.6   208.4    803.6    420.9      -   193.2    614.1
Road
transportation
fuel              227.6   294.2    50.1    571.9    171.4      -    41.0    212.4
Other               2.0   113.9     0.2    116.1      1.6      -     0.1      1.7
                 670.2   562.7   258.7  1,491.6    593.9      -   234.3    828.2
Total
long-term
assets ^(c)     2,610.5 4,040.9   630.6  7,282.0  2,374.5      -   612.8  2,987.3
                                                                        
                                                                        
                       40-week period                    40-week period
                    ended February 3, 2013            ended January 29, 2012
                United  Europe                    United
                 States    ^(a)  Canada    Total   States Europe  Canada    Total
                     $       $       $        $        $      $       $        $
External
customer
revenues ^(b)                                                            
Merchandise
and services    3,486.5   682.4 1,724.2  5,893.1  3,298.3      - 1,685.3  4,983.6
Road
transportation
fuel           11,285.7 5,535.3 2,230.0 19,051.0  9,901.7      - 2,049.0 11,950.7
Other               5.0 1,955.9     0.4  1,961.3      3.9      -     0.4      4.3
              14,777.2 8,173.6 3,954.6 26,905.4 13,203.9      - 3,734.7 16,938.6
Gross Profit                                                             
Merchandise
and services    1,159.1   276.4   581.7  2,017.2  1,088.7      -   563.4  1,652.1
Road
transportation
fuel              593.7   559.1   126.9  1,279.7    473.1      -   112.3    585.4
Other               5.0   215.7     0.4    221.1      3.9      -     0.4      4.3
               1,757.8 1,051.2   709.0  3,518.0  1,565.7      -   676.1  2,241.8

(a) Comprises Statoil Fuel & Retail.
(b) Geographic areas are determined according to where the Corporation
    generates operating income (where the sale takes place) and according to
    the location of the long-term assets.
(c) Excluding financial instruments, deferred tax assets and post-employment
    benefit assets.

10. SUBSEQUENT EVENTS

Acquisition

On February 15,  2013, the  Corporation purchased  29 company-operated  stores 
located in  Illinois,  Missouri and  Oklahoma,  United States  from  Dickerson 
Petroleum Inc. The Corporation owns the land and buildings for 25 sites  while 
it leases the land and owns the buildings for the other sites. The Corporation
was also transferred road transportation fuel supply agreements for 27  sites, 
of which 26 are owned and operated by independent operators and one is  leased 
by the Corporation.

Dividends

During its  March  19, 2013  meeting,  the Corporation's  Board  of  Directors 
declared a quarterly dividend of CA$0.075  per share for the third quarter  of 
fiscal 2013 to shareholders on record as  at March 28, 2013, payable on  April 
11, 2013. This is an  eligible dividend within the  meaning of the Income  Tax 
Act of Canada.









SOURCE ALIMENTATION COUCHE-TARD INC.

Contact:

Raymond Paré, Vice-President and Chief Financial Officer
Tel: (450) 662-6632 ext. 4607
investor.relations@couche-tard.com