Fiscal Year 2024

Alimentation Couche-Tard Inc.

Consolidated Financial Statements

April 28, 2024

Management's Report

2

Management's Report on Internal Control over Financial Reporting

3

Independent Auditor's Reports

4

Consolidated Statements of Earnings

9

Consolidated Statements of Comprehensive Income

10

Consolidated Statements of Changes in Equity

11

Consolidated Statements of Cash Flows

12

Consolidated Balance Sheets

13

Notes to the Consolidated Financial Statements

14

Management's Report

The consolidated financial statements of Alimentation Couche-Tard Inc. and the financial information contained in this Annual Report are the responsibility of management. This responsibility is applied through a judicious choice of accounting procedures and principles, the application of which requires the informed judgment of management. The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), and were approved by the Board of Directors. In addition, the financial information included in the Annual Report is consistent with the consolidated financial statements.

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

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

The consolidated financial statements for the fiscal years ended April 28, 2024, and April 30, 2023, were audited by PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, and their report indicates the extent of their audit and their opinion on the consolidated financial statements.

June 25, 2024

/s/ Brian Hannasch

/s/ Filipe Da Silva

Brian Hannasch

Filipe Da Silva

President and

Chief Financial Officer

Chief Executive Officer

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 2 of 61

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Alimentation Couche-Tard Inc., as such term is defined in Canadian securities regulations. With our participation, management carried out an evaluation of the effectiveness of our internal control over financial reporting for the fiscal year ended April 28, 2024. The framework on which such evaluation was based is contained in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). This evaluation includes the review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate. On December 28, 2023 and January 3, 2024, the Corporation acquired certain European retail assets from TotalEnergies SE for which the internal control over financial reporting has been excluded from Management's evaluation of the effectiveness of internal control over financial reporting. The results of these European retail assets since the acquisition date are included in the Corporation's consolidated financial statements and constituted approximately 16.3% of total consolidated assets and 12.7% of total consolidated liabilities as at April 28, 2024, and approximately 5.2% of consolidated revenues and 0.6% of consolidated net earnings for the fiscal year then ended. See Note 4 of the consolidated financial statements for a discussion about this acquisition. Based on this evaluation, management concluded that Alimentation Couche-Tard Inc.'s internal control over financial reporting was effective as at April 28, 2024.

PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, audited the effectiveness of Alimentation Couche-Tard Inc.'s internal control over financial reporting as at April 28, 2024 and expressed an unqualified opinion thereon, which is included herein.

June 25, 2024

/s/ Brian Hannasch

/s/ Filipe Da Silva

Brian Hannasch

Filipe Da Silva

President and

Chief Financial Officer

Chief Executive Officer

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 3 of 61

Independent auditor's report

To the Shareholders of

Alimentation Couche-Tard Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Alimentation Couche-Tard Inc. and its subsidiaries (together, the Corporation) as at April 28, 2024 and April 30, 2023, and its financial performance and its cash flows for the fiscal years then ended in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited

The Corporation's consolidated financial statements comprise:

  • the consolidated statements of earnings for the fiscal years ended April 28, 2024 and April 30, 2023;
  • the consolidated statements of comprehensive income for the fiscal years ended April 28, 2024 and April 30, 2023;
  • the consolidated statements of changes in equity for the fiscal years ended April 28, 2024 and April 30, 2023;
  • the consolidated statements of cash flows for the fiscal years ended April 28, 2024 and April 30, 2023;
  • the consolidated balance sheets as at April 28, 2024 and April 30, 2023; and
  • the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended April 28, 2024. These matters were addressed in the context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 4 of 61

Other matter - audit opinion of internal control over financial reporting
We also have audited, in accordance with the standard of audits of internal control over financial reporting set out in the CPA Canada Handbook - Assurance, the effectiveness of the Corporation's internal control over financial reporting as at April 28, 2024, in accordance with criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and issued our report dated June 25, 2024.
Other information
Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis and the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
__________________________________________________________________________________________________________________
Consolidated Financial Statements 2024 Alimentation Couche-TardInc.Page 5 of 61
We considered this a key audit matter due to the significant judgment applied by management in estimating the provisional amounts of the fair values of the right to use trademarks and property and equipment, including the development of key assumptions. This, in turn, led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the key assumptions used by management. The audit effort involved the use of professionals with specialized skills and knowledge in the field of valuation.
◦ Professionals with specialized skills and knowledge in the field of valuation assisted in evaluating the appropriateness of the valuation methods and the models used, as well as the reasonableness of certain key assumptions such as the discount rates.
Management applied significant judgment in estimating the provisional amounts of the fair values of the right to use trademarks and property and equipment acquired. To estimate the provisional amounts of the fair values of such assets, management used the relief from royalty method using discounted cash flow models to value the right to use trademarks and the indirect method of the cost approach to value property and equipment. Management developed key assumptions which include, projected growth rates for revenues and volumes of road transportation fuel sold, projected royalty rates, useful lives, depreciation methods, inflation indices and discount rates.
◦ Evaluated the reasonableness of key assumptions used by management, such as projected growth rates for revenues and volumes of road transportation fuel sold, projected royalty rates, useful lives, depreciation methods and inflation indices by considering budgets approved by the board of directors, similar prior acquisitions made by the Corporation, as well as economic and industry data, as applicable.
◦ Tested the underlying data used by management in the discounted cash flow models and the indirect method of the cost approach calculations.

Key audit matter

How our audit addressed the key audit matter

Preliminary valuation of intangible assets and property

Our approach to addressing the matter included the following

and equipment acquired in the acquisition of certain

procedures, among others:

European retail assets from TotalEnergies SE

• Tested the operating effectiveness of internal controls

Refer to note 3 - Accounting policies and note 4 - Business

related to the provisional amounts of the fair values of the

intangible assets and property and equipment acquired,

acquisitions to the consolidated financial statements.

including management's review of the key assumptions

On December 28, 2023, and January 3, 2024, the

used.

Corporation closed the acquisition of 2,175 sites from

• Tested

how

management

estimated

the

provisional

TotalEnergies SE for a total consideration of $3,783.8 million.

amounts of the fair values of the right to use trademarks

The provisional amounts of the fair values of the identifiable

and property and equipment acquired, which included the

assets acquired included $479.4 million in intangible assets,

following:

of which a significant portion relates to right to use

Read

the relevant

contracts

and

purchase

trademarks, and $1,216.1 million in property and equipment.

agreements.

The allocation of the purchase price to the different assets

acquired is based on the fair value of those assets which are

determined using preliminary information and therefore,

during the measurement period, the fair values are subject to

change.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Corporation's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 6 of 61

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Frédéric Lepage.

Montréal, Quebec

June 25, 2024

1CPA auditor, public accountancy permit No. A123475

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Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 7 of 61

Independent auditor's report

To the Shareholders of

Alimentation Couche-Tard Inc.

We have audited the effectiveness of Alimentation Couche-Tard Inc. and its subsidiaries' (the Corporation) internal control over financial reporting as at April 28, 2024.

Management's responsibility

Management is responsible for maintaining effective internal control over financial reporting and for its evaluation of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting.

Auditor's responsibility

Our responsibility is to express an opinion based on our audit, on whether the Corporation's internal control over financial reporting was effectively maintained in accordance with criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We conducted our audit in accordance with the standard for audits of internal control over financial reporting set out in the CPA Canada Handbook - Assurance. This standard requires that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

As indicated in the Management's Report on Internal Control over Financial Reporting, on December 28, 2023 and January 3, 2024, the Corporation acquired certain European retail assets from TotalEnergies SE for which the internal control over financial reporting has been excluded from Management's evaluation of the effectiveness of internal control over financial reporting. The results of these European retail assets since the acquisition date are included in the Corporation's consolidated financial statements and constituted approximately 16.3% of total consolidated assets and 12.7% of total consolidated liabilities as at April 28, 2024, and approximately 5.2% of consolidated revenues and 0.6% of consolidated net earnings for the fiscal year then ended. We have also excluded the acquired European retail assets of TotalEnergies SE from our audit of internal control over financial reporting.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

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

Opinion

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as at April 28, 2024, in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We also have audited, in accordance with Canadian generally accepted auditing standards, the consolidated financial statements of the Corporation as at April 28, 2024 and April 30, 2023 and for the fiscal years then ended and issued our report dated June 25, 2024.

Montréal, Quebec

June 25, 2024

1CPA auditor, public accountancy permit No. A123475

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 8 of 61

Consolidated Statements of Earnings

For the fiscal years ended April 28, 2024 and April 30, 2023 (in millions of US dollars (Note 2), except per share amounts)

2024

2023

(52 weeks)

(53 weeks)

$

$

Revenues

69,263.5

71,856.7

Cost of sales, excluding depreciation, amortization and impairment (Note 8)

57,165.6

59,804.6

Operating, selling, general and administrative expenses (Note 8)

6,525.2

6,361.8

Loss (gain) on disposal of property and equipment and other assets (Notes 8 and 17)

2.4

(67.6)

Depreciation, amortization and impairment (Notes 8, 16, 17 and 18)

1,760.1

1,525.9

Operating income

3,810.2

4,232.0

Share of earnings of joint ventures and associated companies (Note 7)

25.8

3.8

Financial expenses (Note 10)

574.7

384.2

Other financial items (Note 10)

(180.6)

(78.2)

Foreign exchange (gain) loss

(6.2)

0.7

Net financial expenses

387.9

306.7

Earnings before income taxes

3,448.1

3,929.1

Income taxes (Note 11)

715.9

838.2

Net earnings

2,732.2

3,090.9

Net earnings attributable to non-controlling interests (Note 5)

(2.5)

-

Net earnings attributable to shareholders of the Corporation

2,729.7

3,090.9

Net earnings per share (Note 12)

Basic

2.82

3.07

Diluted

2.82

3.06

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

__________________________________________________________________________________________________________________

Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 9 of 61

Consolidated Statements of Comprehensive Income

For the fiscal years ended April 28, 2024 and April 30, 2023 (in millions of US dollars (Note 2))

2024

2023

(52 weeks)

(53 weeks)

$

$

Net earnings

2,732.2

3,090.9

Other comprehensive loss

Items that may be reclassified subsequently to earnings

Translation adjustments

Change in cumulative translation adjustments(1)

(115.5)

(241.9)

Net changes in fair value and net interest on cross-currency interest rate swaps and currency forwards

designated as a hedge of the Corporation's net investment in some of its foreign operations(2) (Notes 20

and 24)

0.8

(49.2)

Cash flow hedges

Change in fair value of financial instruments(2)

24.5

36.7

Gain realized on financial instruments transferred to earnings(2)

(6.5)

(3.8)

Reclassification adjustment(3) (Note 23)

(28.5)

-

Items that will never be reclassified to earnings

Net actuarial gain(4) (Note 30)

18.9

3.6

Gain (loss) on investments in equity instruments measured at fair value through Other comprehensive loss(5)

8.2

(6.1)

Other comprehensive loss

(98.1)

(260.7)

Comprehensive income

2,634.1

2,830.2

Comprehensive income attributable to non-controlling interests

(0.2)

-

Comprehensive income attributable to shareholders of the Corporation

2,633.9

2,830.2

  1. For the fiscal years ended April 28, 2024 and April 30, 2023, these amounts include a loss of $51.6 (net of income taxes recoveries of $3.9) and a loss of $256.2 (net of income taxes recoveries of $36.2), respectively. These losses arise from the translation of debt denominated in foreign currencies and designated as net investment hedges in some of the Corporation's foreign operations.
  2. For the fiscal years ended April 28, 2024 and April 30, 2023, these amounts are net of income tax expenses of $1.8 and $7.9, respectively.
  3. For the fiscal year ended April 28, 2024, this amount is net of income taxes of $4.4.
  4. For the fiscal years ended April 28, 2024 and April 30, 2023, these amounts are net of income tax expenses of $5.7 and $0.9, respectively.
  5. For the fiscal years ended April 28, 2024 and April 30, 2023, these amounts are net of income tax expenses (recoveries) of $1.6 and $(1.0), respectively.

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

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Consolidated Financial Statements 2024 Alimentation Couche-Tard Inc.

Page 10 of 61

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Alimentation Couche-Tard Inc. published this content on 25 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 June 2024 21:42:52 UTC.