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ALIMENTATION COUCHE-TARD INC.
INVESTORSPRESENTATION
October 2016
This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of applicable securities legislation.Forward-looking statements are typically identified by words such as “projected”, “estimate”, “may”, “anticipate”, “believe”, “expect”, “plan”, “intend”or similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact contained inthese slides are forward-looking statements.
Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond AlimentationCouche-Tard Inc.’s (“Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-lookingstatements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projectedsynergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange ratefluctuations, and such other risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities inCanada, including those risks described in Couche-Tard’s management’s discussion and analysis (MD&A) for the year ended April 24, 2016.Couche-Tard’s MD&A and other publicly filed documents are available on SEDAR at www.sedar.com.
Unless otherwise required by law, Couche-Tard does not undertake to update any forward-looking statement, whether written or oral, that may bemade from time to time by it or on its behalf. No financial information presented in this presentation as of a date more recent than April 24, 2016 hasbeen audited.
While the information contained in this presentation is believed to be accurate, Couche-Tard expressly disclaims any and all liability for any losses,claims or damages of whatsoever kind based upon the information contained in, or omissions from, this presentation or any oral communicationtransmitted in connection therewith. In addition, none of the statements contained in this presentation are intended to be, nor shall be deemed to be,representations or warranties of Couche-Tard and its affiliates. Where the information is from third-party sources, the information is from sourcesbelieved to be reliable, but Couche-Tard has not independently verified any of such information contained herein.
This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a publicoffering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer tobuy any securities.
FORWARD-LOOKING INFORMATION AND CAUTIONARY LANGUAGE
2
Brian HannaschPresident and Chief Executive Officer
Claude TessierChief Financial Officer
Mathieu DescheneauxVice President Finance
COMPANY REPRESENTATIVES
3
1. Company Highlights2. Ambitions & Strategy3. Network Development4. Value Creation & Financial Review5. CST Case Study
AGENDA
4
1.As of September 30, 2016.2.Fiscal Year ended 24/04/2016 and Q1 2017 YTD being 12 weeks to 17/07/2016.3. Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned-Dealer-Operated sites as of July 17, 2016.4.Long term interest-bearing debt, net of cash and cash equivalents and temporary investments divided by EBITDA adjusted for
non-recurring items. Refer to the Corporation’s MD&As for more details.
• Listed on the Toronto Stock Exchange ATD.B
• Market Cap1 Approx. CA$36B
• Revenue US$34.1B Fiscal Year 20162
US$8.4B Q1 2017 YTD2
• Gross Profit US$6.0B Fiscal Year 20162
US$1.5B Q1 2017 YTD2 (+7.1%)
• EBITDA US$2.3B Fiscal Year 20162
US$0.6B Q1 2017 YTD2 (+12.2%)
• Number of stores3
North America Europe International
12,0817,8632,7081,510
• Net Debt / Leverage4
FY2016 Q1 2017
US$2.3B / 0.97xUS$2.2B / 0.94x
• Ratings S&P Moody’s
BBB (Stable outlook)Baa2 (Stable outlook)
KEY DATA
5
ALIMENTATION COUCHE-TARD INC.
COMPANY HIGHLIGHTS
Couche-Tard is a Canadian based group and a world leader in the convenience store and road transportation fuel retail sector• In North America, Couche-Tard is the largest independent convenience store operator in terms of
number of company-operated stores.
• In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail inScandinavia, Ireland and the Baltic countries, with a significant presence in Poland and Russia.
WHO WE ARE
(1) As of July 17, 2016.
• 7,863 convenience stores throughout North America, including 6,474 stores offering road transportation fuel in all 10 Canadian provinces and 41 U.S. States, and employing about 80,000 people
North America
• 2,708 stores, comprising a broad retail network across Scandinavia (Norway, Sweden and Denmark), Ireland, the Baltics (Estonia, Latvia and Lithuania), Poland and Russia. Including employees at its branded franchise stations, about 25,000 people work in its retail network, terminals and service offices across Europe.
Europe
• Over 1,500 stores operated by independent operators under the Circle K banner in 13 other countries or regions worldwide which brings the number of sites in Couche-Tard’s network to almost 12,100 .
International
7
• 1980 Start of operations with the opening of a first convenience store located in Laval, Québec.
• 80’s-90’s Consolidation of the Canadian market.
• 2001 First breakthrough of Couche-Tard in the United States : acquisition of the assets of Johnson Oil Company, Inc., owner of225 Bigfoot stores, all located in the U.S. Midwest.
• 2003 Acquisition of The Circle K Corporation from ConocoPhillips Company that operates 1,663 Circle K corporate storeslocated in 16 States and has a franchising or licensing relationship with 627 additional stores in the U.S. and worldwide.
• 2004 Couche-Tard becomes an active player in the US market consolidation.
• 2012 Acquisition of Statoil Fuel & Retail, a leading Scandinavian road transport fuel retailer. Statoil Fuel & Retail operates abroad retail network across Scandinavia (Norway, Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania) andRussia with approximately 2,300 stores, the majority of which offer fuel and convenience products while the others areautomated (fuel only) stations.
• 2015 Acquisition of The Pantry Inc., a leading convenience store operator in the southeastern United States and one of thelargest independently operated convenience store chains in the United States. The Pantry operates approximately 1,500stores in 13 States under select banners, including Kangaroo Express®, its primary operating banner.
• 2015 Couche-Tard launches its global Circle K brand, the world’s preferred destination for convenience and fuel.
• 2016 Acquisition of Topaz, the leading convenience and fuel retailer in Ireland, made up of 444 stores. All the Topaz stores willbe rebranded with the new global brand Circle K.
• 2016
• 2017
Couche-Tard signs an agreement with Imperial Oil to acquire 279 Esso-branded Canadian fuel and convenience sites.These sites are located in the provinces of Ontario and Québec.
Couche-Tard enters into a merger agreement to acquire 100% of the outstanding shares of CST Brands, Inc.(NYSE:CST) which stands as the 4th largest chain in North America with 1,146 locations in the US due to a strongpresence in Texas and 873 locations in Canada.
COMPANY HISTORY
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A DISCIPLINED CONVENIENCE STORE OPERATOR AND INTEGRATOR
• Leading C-store operator in North America, Scandinavia, Ireland and Baltics• Strong banners• World class retailer with geographically diversified footprint
Broad Geographic Footprint with Leading Market Positions
• Increasing focus on private label, fresh food products and famous for concepts• Industry leading merchandise gross marginSuperior Product Offerings
• Proven integrator• Well positioned to lead further consolidation in fragmented industry• Committed to remain investment grade post acquisition
Track Record of Highly Disciplined Growth and Debt Reduction
•Steady industry performance throughout downturns with strong projected growth•C-store sector well positioned to gain share from traditional food retail•Industry-leading returns in recessions
Attractive Sector Dynamics
•Strong and consistent financial performance throughout all economic cycles•Prolific history of positive same-store comps and 27% Return on equity•Significant FCF generation (2011-2016) CAGR of 23%
Powerful Financial Results
•Proven ability to extract significant synergies from acquisitions•Transferring best practices across entire platformAttractive Synergy Potential
•Management team with strong track record and founders have 23% equity ownership as of April 24, 2016•Management and Board need to hold a multiple of their salary in Shares•Decentralized operating model
Disciplined Management Culture
9
10
EXPERIENCED MANAGEMENT TEAMBrian P. HannaschPresident and Chief Executive Officer
Jean BernierGroup President Global Fuels and North-East Operations
Darrell DavisSenior Vice-President, Operations
President and Chief Executive Officer since 2014. Previously Chief Operating Officer since 2010 and Senior Vice-President, U.S. Operations from 2008 to 2010.
Appointed Group President Global Fuels and North-East Operations on July 30, 2012. He has over 25 years of experience in the convenience store, fuel and grocery store sectors of the retail industry.
Appointed Senior Vice-President, Operations in May 2012. Previously, he had been Vice-President Operations, Florida since March 2011.
Geoffrey C. HaxelSenior Vice-President, OperationsAppointed Senior Vice-President, Operations in January 2011. He was formerly Vice-President, Operations, U.S. Arizona Region since December 2003.
Hans-Olav HøidahlExecutive Vice-President, Scandinavia
Jørn MadsenExecutive Vice-President, Central & Eastern Europe
Alex MillerSenior Vice President, Global Fuels
Appointed Executive Vice-President, Scandinavia on October 1, 2010. He was formerly Vice President for Energy Europe in the Statoil Group since 2006.
Appointed Executive Vice-President, Central & Eastern Europe on October 1, 2010. He was formerly Vice President for country operations in Statoil Energy & Retail since 2007. He joined Statoil in 1990.
Appointed Senior Vice-President Global Fuels on February 16, 2016. Previously, he had been Vice-President North American Fuels since October 2012. He joined Couche-Tard in January 2012 as Director of Operations Midwest.
Jacob SchramGroup President, European OperationsAppointed Group President, European Operations in June, 2012. He was formerly Chief Executive Officer for Statoil Fuel & Retail from October 1st, 2010. He joined Statoil in 1996.
Claude TessierChief Financial Officer
Dennis TewellSenior Vice-President, Operations
Claude Tessier, CPA, CA, is Couche-Tard’s Chief Financial Officer since January 2016. Beforehand, Mr. Tessier was President of the IGA Operations Business Unit part of Sobeys since 2012.
Appointed Senior Vice-President, Operations in June 2013. Prior to his current appointment, He held the position of Vice-President, Worldwide Franchise as he joined Couche-Tard in January 2011.
Alain BouchardFounder and Executive Chairman of the BoardOn September 24, 2014, Mr. Bouchard stepped down as President and Chief Executive Officer and took on a new role as Founder and Executive Chairman of the Board of Directors.
Leader in the Canadian convenience storeindustry
• In Canada, the convenience store sector isdominated by a few major players includingCouche-Tard and integrated oil companies.Some of the later are selling, or expected tosell their retail assets.
• In 2016, Couche-Tard signed an agreementwith Imperial Oil to acquire 279 sites in Ontarioand Quebec. These store are currently beingintegrated.
Largest independent convenience store operatorin the US in terms of number of company operatedstores
• In the US, the convenience sector isfragmented and in a consolidation phase
• Couche-Tard acquired The Pantry in March2015, one of the largest independentlyoperated convenience stores in the US
• The Corporation has recently entered into amerger agreement to acquire 100% of theoutstanding shares of CST Brands, the 4th
largest chain in North America. The transactionis expected to close early calendar year 2017.
As of July 17, 2016.
Total network of 7,863 stores in North America
NORTH AMERICAN NETWORK
Canada US
Couche-Tard Circle KCircle KMac’s (will be rebranded to Circle K)
Kangaroo Express (will be rebranded to Circle K)
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Leader in convenience store and road transportationfuel retail in the Scandinavian and Baltic countries andIreland (which was acquired on February 1st, 2016)
• The European convenience store sector is oftendominated by a few major players, includingintegrated oil companies. Some of these are in theprocess of selling, or are expected to sell their retailassets
• In Q1, 50 stores were transferred to our Danishnetwork in relation to the Shell Denmarkacquisition(1). The remaining 77 sites will betransferred by the end of third quarter FY2017.
• Key brands:
Circle K Being rebranded from StatoilIngo Unmanned Scandinavian stationsTopaz Will be rebranded to Circle K
As of July 17, 2016.(1) In May 2016, Couche-Tard completed the acquisition of Shell Denmark. As per the requirements of the European commission, the Corporation will retain 127 sites and divest 24 of its legacy sites. An agreement has been reached to convert all retained sites to company-operated stores. The stores are added to the Danish network as they are transferred from Dansk Fuel.
2,708 stores in 9 countries or regions in Europe
EUROPEAN NETWORK
12
United Arab Emirates
30
Malaysia6
Costa Rica
1
Mexico
297
Central / South America
Honduras
18
Egypt
4
Vietnam169
Indonesia514
Philippines
6
Hong Kong330
China94
Macau28
Guam13
Asia
INTERNATIONAL PRESENCE
As of July 17, 2016.
More than 1,500 licensed Circle K stores in Asia, Costa Rica, Egypt, Honduras, Mexico and U.A.E
• Convenience stores operated by independent operators under the Circle K brand
• License agreement to use the brandnameCircle K
• Agreement to convertover 700 « Extra » branded conveniencestores to Circle K in Mexico by August 2017 and a minimum of 2,400 by 2030
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CONSOLIDATED NETWORK RECAP
Canada U.S. Europe Internationalpresence
Total
COCO(1) 1,440 4,661 1,864 - 7,965
CODO(2) - 145 375 - 520
DODO(3) - 551 469 - 1,020
Franchise/Affiliated(4) 390 676 - - 1,066
Licensed(5) - - - 1,510 1,510
Total 1,830 6,033 2,708 1,510 12,081
Of which: Automats - - 969 - 969
# With fuel 749 5,725 2,705 - 9,179
% With fuel 41% 95% 100% - 76%
(1) 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 agents.
(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 an independent operator in exchange for rent and 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 our main or secondary banners.
(3) 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 our main or secondary banners.
(4) Stores operated by an independent operator through a franchising, licensing or another similar agreement under one of our main or secondary banners.(5) Stores operated by independent operators under the Circle K banner in other countries or regions worldwide.
As of July 17, 2016.
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Couche-Tard is a leading global convenience store operator with EBITDA of $2.4 billion(1)
• Well diversified• Merchandise and services represent 56% of gross profits• Focus on growing high margin categories
COUCHE-TARD – WORLD LEADER
(1) 2017 Q1 LTM, Pro forma Topaz
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REVENUE & GROSS PROFIT
• Revenue includes road transportation fuel revenues which is the dollar amount of sales
• Revenue can therefore change with movements in the average selling price of road transportation fuel
• In fiscal 2016, road transportation fuel revenue represented about :
53% of total revenue in Canada
68% of total revenue in the US, and
76% of total revenue in Europe
• Yet, road transportation fuel gross margins represented only about 40% of Couche-Tard’s overall gross profit
• Gross profit represents our income after cost of sales
CAG: Five-year compounded annual growth - fiscal 2016 over fiscal 2011
Gross Profit is the more accurate reflection of our business operations
16
2010 2011 2012 2013 2014 2015 2016
Merchandise SalesUS 2.9% 4.2% 2.7% 1.0% 3.8% 3.9% 4.6%
Europe - - - - 1.6% 2.0% 2.8%
Canada 4.8% 1.8% 2.8% 2.0% 1.9% 3.4% 2.9%
Motor Fuel VolumeUS 1.0% 0.7% 0.1% 0.6% 1.7% 3.4% 6.6%
Europe - - - - 2.5% 2.4% 2.6%
Canada 3.0% 3.9% (0.9%) 0.0% 1.3% (0.1%) 0.9%
647 734 8411 376
1 6401 876
2 332
2010 2011 2012 2013 2014 2015 2016
2 553 2 746 2 975
4 610 4 988 5 2686 082
2010 2011 2012 2013 2014 2015 2016
ACT - HISTORY OF STRONG FINANCIAL PERFORMANCE
(in millions of US Dollars) (in millions of US Dollars)
(1) Free Cash Flow defined as: EBITDA minus total CAPEX (excluding price paid for acquisitions), net dividends paid, net interests paid and net income taxes paid plus proceeds from disposal.
Gross Profit
(in millions of US Dollars) 16% CAGR
Proven track record of significant growth
Same Store Sales
EBITDA Free Cash Flow (1)
24% CAGR
278 378 404614
865979 1 067
2010 2011 2012 2013 2014 2015 2016
25% CAGR
17
STOCK PERFORMANCE – COMPARED TO PUBLIC COMPETITORS AND RETAIL INDUSTRY
Source: Reuters. As of August 26, 2016.
18
ALIMENTATION COUCHE-TARD INC.
AMBITIONS & STRATEGY
OUR VISION
TO BECOME THE WORLD’S PREFERED DESTINATION FOR
CONVENIENCE AND FUEL
20
OUR GLOBAL BRAND GET HIGH DEF
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GLOBAL CIRCLE K BRAND• On September 22, 2015, Couche-Tard announced the creation of a new, global convenience brand, “Circle KTM”• The existing Circle K is already Couche-Tard’s largest and most international brand. It can be seen today serving the needs of customers in
16 countries around the world• The new Circle K brand will replace the existing brands
• Circle K®• Statoil®• Mac’s® • Kangaroo Express®• Topaz®
• Couche-Tard has chosen to retain the company’s founding Couche-Tard retail brand in the province of Québec, Canada• The rollout will take place progressively across the US, Scandinavia, Central and Eastern Europe and Canada• The new Circle K brand will also appear on licensed stores worldwide
• The Company’s goal in the coming years is to have a single convenience retail brand across our worldwide network
• Very pragmatic approach: Couche-Tard will be rebranding stores as part of its normal cycle of store refreshes
• Prioritization of recent acquisitions, such as The Pantry, as well as those for which Couche-Tard is under contractual obligations to rebrand, such as the Statoil sites in Europe
• A total of 247 stores in Europe and 477 stores in North America are now proudly displaying our new global convenience brand Circle K.Before After Before After
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REBRANDING STATUS
As of Q1 2016, 477 stores in North America and 247 stores in Europe had been rebranded with our new global convenience brand Circle K.
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SUPER GLOBALSUPER LOCAL
NEW GLOBAL BRAND – SAME APPROACH TO SERVING OUR CUSTOMERS
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THE PROMISE BEHIND THE BRAND
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MAKING IT EASY BRAND PILLARS SUPPORTING OUR PROMISE
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Recruitment& Hiring
Employeeengagement
Employeeturnover
Servicestandards Training Physical
appearance
BRAND PILLARS – FAST & FRIENDLY SERVICE
27
BRAND PILLARS – EASY VISTS
Clean#2 reason impacting shoppers’ decision of which c-store to visit
(after location)
In-stockOut-of-stock is #1 reason
for missed sale in c-stores
Fast transaction88% of US adults want
their store checkout experience to be faster
Predictable in-store and forecourt experience
Source Convenience store news
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BRAND PILLARS – PRODUCTS FOR PEOPLE ON THE GO
FoodHot
DispensedBeverages
Cold DispensedBeverages
Car Wash PrivateLabel Fuel
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CONVENIENCE KEY CATEGORIES
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PRIVATE LABEL
Better value proposition to customers
Higher penny profit
Increased Circle K brand awarness
31
FUEL
Consumer experience
Payment & Loyalty
Product Differentiation Pricing
Pillars
32
ALIMENTATION COUCHE-TARD INC.
NETWORK DEVELOPMENT
NEW FORMAT DEVELOPMENT
Larger fuel offering
Food service expansion
High traffic locations
Focus on site layouts & critical dimensions
Circle K Branded store & customized fuel branding
Standardization of building, interior layout & image
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NEW SITES We completed the construction, relocation or reconstruction of 93 stores duringfiscal 2016
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ALIMENTATION COUCHE-TARD INC.
VALUE CREATION AND FINANCIAL REVIEW
Value DriversProtect Value & Enable
Growth
OUR FOUR PILLARS OF VALUE CREATION – THE EQUATION
OrganicGrowth Acquisitions Cost
Discipline
Capital Structure & Financial Discipline
Value Creation
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Focus on customers’ needs and respond to
market trends Emphasize on key categories – Food, coffee,
cold beverages, fuel and car wash
Innovation and technology
Execution
Continuous improvement
Private label
Branding
Construction, relocation or
reconstruction of stores
ORGANIC GROWTH
OrganicGrowth
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Organic Growth
Europe SSS+2.8%
Europe SSV+2.6%
USSSS
+4.6%
USSSV
+6.6%
Canada SSS
+2.9%
Canada SSV
+0.9%
ORGANIC – FISCAL 2016 TOP-LINE GROWTH THROUGHOUT
SSV: Same-store volumeSSS: Same-store merchandise sales
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CAG: Compounded Annual Growth
ORGANIC – SUSTAINABLE TOP-LINE GROWTH
6,222 6,5997,596 7,953 8,276
10,072
2011 2012 2013 2014 2015 2016
Merchandise & Service Sales(millions of US dollars)
10% CAG
4,195 4,6136,945 7,626 8,135
10,502
2011 2012 2013 2014 2015 2016
Road Transportation Fuel Volume(millions of gallons)
20% CAG
-10%
0%
10%
2011 2012 2013 2014 2015 2016
Road Transportation Fuel Same-Store Volume
US Europe Canada0%
5%
2011 2012 2013 2014 2015 2016
Same-store MerchandiseRevenues
US Europe Canada
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Organic Growth
Europe 42.5%+1.3%
United States 33.3%+0.4%
Canada32.8%-0.1%
ORGANIC GROWTH – FISCAL 2016 MERCHANDISE & SERVICE MARGIN IMPROVEMENTS
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NO CLEAR CORRELATION BETWEEN FUEL PRICES & MARGINS
• No clear correlation between fuel selling price and margins
• Our margins are not directly impacted by lower fuel selling prices
• Lower fuel prices leave customers more money in their pockets for their in-store shopping
U.S. Fuel Margins (CPG) (1) Canadian Fuel Margins (CPL) (1) Norwegian Fuel Margins (NOK PL) (2)
Swedish Fuel Margins (SEK PL) (2) Danish Fuel Margins (DKK PL) (2)
U.S. Market (1)
(1) For company-operated stores only.(2) For total network
42
US FUEL MARGINS TRENDS
10,00
12,00
14,00
16,00
18,00
20,00
22,00
24,00
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
ACT Historical US Fuel Margins (CPG)
+2.9 CAG
10,00 12,00 14,00 16,00 18,00 20,00 22,00 24,00
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
US Industry Historical Fuel Margins (CPG)
ACT: Fiscal Year / Industry: Calendar YearSources: ACT reporting documents and NACS SOI Annual Report.
Year-over-year volatility – Long term trend is up
• Large integrated oil companies out of retail. Marketdominated by pure play retailers who need to maintain and grow margins in order to maintainprofitability
• Higher premium fuel penetration
• Improved, more sophisticated pricing strategies
• Improved, more sophisticated execution
• Improved supply conditions
• Large integrated oil companies out of retail. Marketdominated by pure play retailers who need to maintain and grow margins in order to maintainprofitability
• Higher premium fuel penetration
43
Smart, disciplined acquisition strategy –
Spotting the right opportunities and striking the right deals at the right
price
Spot the right opportunities
Strike the right deal at the right
price
Swift and efficient
integration
Realization of availablesynergies
Deleveraging
ACQUISITIONS
Acquisitions
44
PROVEN TRACK RECORD OF SUCCESSFUL ACQUISITIONSR
even
ue ($
)
Debt/Adjusted EBITDA (1)
Stores Acquired
Agreement signed for additional stores acquisition in 2017 77
Winners
3.1
1,706 45
1.5
75 421 46 107 70 47 326
1.2 1.8 1.7 1.3 1.1 0.7 0.8
2,506
2.4 (2) (3)
166
1.6 (3)
1,660
1.5 (3) (4)
515
1.2 (3) (4)
(1) Represents Total Debt/ Adjusted EBITDA. Presented on a pro forma basis. (2) Including full-year results for SFR. Refer to the Corporation’s MD&As for more details.(3) Adjusted for non-recurring items. Refer to the Corporation’s MD&As for more details.(4) Pro forma The Pantry for 2015 and Topaz for 2016.
Pump N Shop
Sterling Stores
Compac Food Stores
Garvin oil
279
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Q1 YTD
23
51
1.2 (3) (4)
45
EXCEPTIONAL DELEVERAGING TRACK RECORD
• ACT committed to maintaining a strong balance sheet and sustaining its investment grade credit rating
• Track record of rapid deleveraging after landmark acquisitions
(1) Pro forma The Pantry(2) Pro forma Topaz.
4,2
3,0 2,5
3,2 3,2 2,9 2,7 2,1 2,1
3,6 3,1
2,4 2,2 2,0
F2004 F2005 F2006 F2007 F2008 F2009 F2010 F2011 F2012 Pro Forma F2013 F2014 F2015 (1) F2016 (2)
Adj.
Net
Deb
t / A
dj. E
BIT
DAR
Circle K Acquisition No Transformational Acquisition SFR Acquisition The PantryAcquisition
2,453 Stores Acquired 1,017 Stores Acquired2,299 Stores
Acquired 1,547 Stores AcquiredRapid deleveraging
after transformational
acquisitionStrong credit metrics for several years
Leverage post SFR acquisition lower than
Circle K$3.6B
Acquisition $1.7B Acquisition
$804MAcquisition
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Acquisitions
Topaz444 sites
Shell Danemark127 sites
The Pantry1,559 sites
Imperial Oil Canada
277 sites
CST Brands1,296 sites
Small Acquisitions
295 sites
ACQUISITIONS AT FULL SPEED
Nearly 4,000 sites added to our network through acquisitions over the last 18 months(announced or completed)
Synergies Statoil Fuel and Retail
•Target: $150M - $200M•Realized: >$200M
Synergies The Pantry
•Target for the first 24 months: $125M•Current run-rate $111M for the first 18 months
Synergies CST Brands
•Initial target of $150M –$200M
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Cost Control
Disciplined Culture
Continuous Benchmarking
Sharing of Best Practices
Cost Efficient Systems
Economies of Scale
Scalable Organization,
Systems & Processes
5-year Average : +0.9%
COST CONTROL – PART OF OUR DNA
1,7% 1,9%
-0,9%
0,2%0,8%
1,5%
2011 2012 2013 2014 2015 2016
Year-over-year expense growth
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Competitive cost of debt
Well spread maturities
Access to liquidities –Cash and
credit facilities
CarefulAllocation of
CapitalDividend growth
Disposal of non-coreassets
Rapid deleveraging
afteracquisitions
CAPITAL STRUCTURE & FINANCIAL DISCIPLINE
CostDiscipline
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STRONG EBITDA TO FCF CONVERSION
CAG: Five-year compounded annual growth - fiscal 2016 over fiscal 2011.(1) 2015 Free cash flow includes the proceeds from the disposal of the aviation fuel business.(2) 2016 Free cash flow includes the proceeds from the disposal of the lubricants business.
• Year after year, Couche-Tard generates strong cash flow from its operations, which allows rapid deleveraging and leads to a strong credit profile
• This enables Couche-Tard to be in a strong financial position to consider opportunities for business acquisitions
23% CAG
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Capital Investment primarily consists of the investment in property and equipment net of disposals and the ongoing improvement of our network:
• Construction of new stores
• Relocation and construction of existing stores
• Replacement of equipment
• Information technology
• Rebranding
2016 increased significantlybecause of the integration of more than 1,500 Pantry stores.
Capex spend has averaged about 30% of EBITDA since 2011
Stay in business capital represents less than 10% of EBITDA. Large majority of capex spend is income producing.
STRONG CAPITAL STRUCTURE & FINANCIAL DISCIPLINE
Capital Structure & Financial Discipline
Adjusted Leverage
Ratio1.90:1
Investment Grade Credit
Profile
€750M of senior
unsecured notes
$621M in Cash
~$2.5 Billion available
under credit facilities
Free Cash Flow
~$1 Billion
Average Cost of Debt 2.4 %
378 404
614
865 979 1 067 1 089
2011 2012 2013 2014 2015 2016 LTM
5-year compoundedannual growth+23 %
Free Cash Flow(in million dollars US)
Standard&Poors: BBB (Stable) Moody’s: Baa2 (Stable)
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Value Creation
RESULT OF THE VALUE CREATION EQUATION : ADJUSTED DILUTED EARNINGS PER SHARE AND RETURN ON EQUITY GROWTH
0.67 0.811.11
1.35
1.792.09
2011 2012 2013 2014 2015 2016
Adjusted DilutedEarnings per Share -
Diluted (USD)5-year compoundedannual growth+26 %
20.3% 22.0% 21.5% 22.6%24.9%
27.0%
2011 2012 2013 2014 2015 2016
Return on Equity
52
33 50 56
65
87 104
2011 2012 2013 2014 2015 2016
Dividends Paid – US Millions5-year compounded annual growth +26%
Quarterly dividend increased twice during fiscal 2016, from CA5.50¢ per share to CA7.75¢ per share, an increase of 41%
Value Creation
RESULT OF THE VALUE CREATION EQUATION : DIVIDEND GROWTH
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Value Creation
RESULT OF THE VALUE CREATION EQUATION : STOCK VALUE GROWTH
Value Creation
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Q1-2016Merchandise same-store revenues
United States +2.4 %
Europe +4.9 %
Canada +0.9 %
Road transportation fuel same-store volume
United States +2.5 %
Europe +0.9 %
Canada +0.6 %
Adjusted EBITDA $616M / +12 %
Adjusted Diluted Earnings per Share $0.58 / +14 %
Declared dividend per share 7.75 ¢ CA / +41 %
Q1 SNAPSHOT – CONTINUED GROWTH
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ALIMENTATION COUCHE-TARD INC.
ACQUISITIONS
Value Creation
SHELL DENMARK SNAPSHOT
• In March 2015, Couche-Tard announced an agreement to acquire 315 service stations in Denmark
• The agreement also included Shell’s commercial fuel business and Shell’s aviation fuel business inDenmark
• Great strategic fit for Couche-Tard’s business in Denmark
• On May 1, 2016, Couche-Tard completed the acquisition of all the shares of Dansk Fuel A/S (“Dansk Fuel”)from A/S Dansk Shell, comprising 315 service stations, a commercial fuel business and an aviation fuelbusiness all located in Denmark. As per the requirements of the European commission, Couche-Tard willretain 127 sites, of which 82 are owned and 45 are leased from third parties and will divest the remaining ofthe Dansk Fuel business in addition to 24 of its legacy sites
• The stores are added to Couche-Tard’s Danish network as they are transferred from Dansk Fuel AS. In Q12017, 50 stores were transferred to our Danish network and the remaining 77 sites will be transferred by theend of third quarter FY2017
• Dealers store to be converted into company-operated stores (COCO)
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TOPAZ SNAPSHOT
• Acquisition closed February 1, 2016
• Topaz is the leading convenience and fuel retailer in Ireland, made up of 444 stations including its recently acquired Esso station network
• 158 sites are operated by Topaz and 286 by dealers. Topaz owns underlying real estate for about 100 sites
• Also includes commercial fuels operation, with two owned terminals and over 30 depots
• Extensive and attractive convenience and fuel network, with good locations, quality forecourts and stores, an excellent food offering and very professional teams
• Allows Couche-Tard to expand its geographic footprint into what, today, is one of Europe’s best performing economies
• Great strategic fit for Couche-Tard, strengthening its position in Western Europe
• Superior growth anticipated in in-store sales and fuel volume through the improvement of operations; sharing of business awareness and each company’s best practices; and better supply conditions
• Expected cost reduction synergies from integration into existing European platform
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ESSO CANADA SNAPSHOT
• On March 8, 2016, Couche-Tard announced an agreement to acquire 279 Esso-branded fuel and convenience sites in Canada
• 229 sites are located in the province of Ontario, the majority of which in the Greater Toronto Area
• 50 sites are located in the province of Québec, in the Greater Montréal Area
• The agreement also includes 13 land banks and two dealer sites, as well as a long-term supply agreement for Esso branded fuel
• Allows Couche-Tard to expand it’s geographic footprint into the Greater Toronto Area and the Montréal Area
• Great strategic fit for Couche-Tard and it would strengthen its position in Canada
• Strong underlying real estate value
• Transaction has been approved by the Canadian Competition Bureau for 277 sites. 2 sites will need to besold
• The stores are currently in the process of being integrated
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ALIMENTATION COUCHE-TARD INC.
CST CASE STUDY
TRANSACTION SUMMARY
61
• Alimentation Couche-Tard Inc. (“ACT”) has entered into a merger agreement to acquire 100% of the outstanding shares of CST Brands Inc. (“CST”) by merger, representing a total enterprise value of US$4.43 billion or approximately US$4.28 billion excluding the value of CST’s equity participation in CrossAmerica Partners LP (“CAPL”)
• CST shareholders to receive a cash consideration of US$48.53 per share • Implied CST EBITDA multiple of 10.4x pre-synergies (1), 7.0X to 7.6x post-synergies (1)
• Transaction is expected to generate between US$150M and US$200M in pre-tax annual cost synergies to be realized 24-36 months after closing
• Merger expected to be accretive to earnings within the first year post closing – 40-50 cents EPS accretion expected within third year post closing
• Couche-Tard expects to finance the purchase of CST, including the refinancing of a portion of CST’s existing indebtedness through:• Capacity under existing revolving credit facilities • New acquisition debt financing consisting of term loans of which a portion will be termed-out over time
• Provides ACT control over CAPL’s General Partner, ownership of associated Incentive Distribution Rights and equity stake of ~20% in CAPL
• CAPL is a distributor of branded and unbranded petroleum for motor vehicles in the United States • Following acquisition of CST, ACT will sell a majority of CST’s Canadian assets to Parkland Fuel Corporation for approximately
US$750M• Strong value creation through:
• Significant EPS accretion• Strong free cash flow generation• Continued capacity to invest in existing business• ACT’s usual discipline which will allow for rapid deleveraging and adequate positioning to seize future investment opportunities
• The transaction is subject to CST shareholders approval, to customary regulatory approvals and to closing conditions. We anticipate that the CST transaction will close early calendar year 2017
(1) Pro forma the Flash Foods acquisition, the California and Wyoming sale of assets and adjusted for non-recurring expenses. Excluding CrossAmerica Partners LP.(2) All financial information in this presentation is in US dollars, except if otherwise indicated(3) All information in this presentation exclude CrossAmerica Partners LP, except if otherwise indicated
CST OVERVIEW
Gross Profits (2)
51%45%
4%
Merch. & Serv.Fuel
73%
27%
US Canada
• CST operates as an independent retailer of motor fuel and convenience in the United States and Eastern Canada• US public company (NYSE ticker: CST) with a market
capitalization of ~ $3.4B• Fuel offer mainly branded Valero in the US and Ultramar in
Canada• Convenience offer mainly branded Corner Store in the US and
Dépanneur du Coin/Corner Store in Canada• 4th largest chain in North America, with
• 1,146 locations in the US (1)
• 873 locations in Canada + Commercial & Home Heat business• Owns underlying real estate for approximately 1,000 sites (800 in the
US and 200 in Canada) (1)
• Last-twelve month period ended June 30, 2016 reported EBITDA of US$433M
• In February 2016, CST acquired Flash Foods for $425M: • 165 stores in Georgia and Florida
• In July 2016, CST sold 79 stores in California and Wyoming for $408M• CST owns an investment in CrossAmerica Partners LP, an MLP
focused on fuel wholesale and property rental• CST controls the general partner of CrossAmerica Partners LP
and owns 100% of the Incentive Distribution Rights• CST holds a 19% equity/economic stake worth ~ $150 million
Total Per Site
Motor fuel gallons (2) 3.0 billion ~1.5 million
Merchandise sales (2) $2.0 billion ~$1.3 million
(1) As of June 30, 2016, Pro forma sale of 79 California and Wyoming sites. Excludes CrossAmerica Parners LP.(2) LTM June 30, 2016, Pro forma sale of 79 California and Wyoming sites and acquisition of Flash Foods. Excludes CrossAmerica Parners LP.
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SignificantSynergiesPotential
• Top-line upside• Sharing of business awareness and best practices
• Cost optimization
• Optimization of supply conditions
• Optimization of distribution strategy
• Elimination of redundant costs
Acquisition Rationale
• Operating model alignment• Strong geographic
• Entry in Texas• Void fill in US Southeast
• Strenghtening of existing network
• Talent acquisition and cross-learning potential
• Valuable real estate portfolio
• MLP structure
StrategicImportance
• Unique opportunity to acquire one of few remaining potential North American public targets exceeding 1,000 stores
• ACT to exceed 10,000 North American stores (including Esso Canada)
• Increased scale and leverage to create brand awareness and take advantage of merchandise and fuel procurement opportunities
HIGHLIGHTS OF THE TRANSACTION
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CST RETAIL NETWORK
US Network
Canadian Network
1,146 company operated
sites
-305 company operated sites-72 cardlock
sites-496
commission agents sites
As of June 30, 2016. US Network pro forma sale of 79 sites in California and Wyoming.
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PRO FORMA NORTH AMERICA FOOTPRINT
• COUCHE-TARD US: 6,052 Canada: 1,836
• CST (1)
US: 1,140 Canada: 873 (2)
• Esso Canada Ontario: 229 Quebec: 50
• Total US: 7,192 Canada: 2,988 North America: 10,180
CST acquisition will allow ACT to further diversify its operations and cash flow with a stronger presence in Texas, a fast growing and business friendly state.
57
648
137
37
231
26
15
150
179
32
154
536
(1) As of June 30, 2016, pro forma sale of California and Wyoming sites. Excludes CrossAmerica Parners LP
(2) Not taking into account subsequent sale of certain Canadian assets(3) CST site count on map is as of December 31, 2015 , pro forma sale of
California and Wyoming sites. Does not take into account subsequent sale of certain Canadian assets
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Revenues 38.4 9.3 47.7
% of total 81% 19% 100%
GP 6.5 1.3 7.8
% of total 83% 17% 100%
Adj. EBITDA 2.5 0.4 2.9
Store network 12,453 (3) 2,013 14,466
83%
14%3%
PRO FORMA PROFILE - FINANCIAL
Couche-Tard to strengthen its leadership position as a global convenience store operator with pro forma EBITDA of $2.9B
(billions of US Dollars)At ClosingPro Forma
Pre-synergies EBITDA Contribution
5%
(1) Couche-Tard Fiscal 2016 results pro forma the acquisition of Shell Denmark, Topaz and Esso Canada.(2) CST LTM financial results as at June 30, 2016 pro forma the acquisition of Flash Foods and divesture of 79 sites in California and Wyoming.
Excludes CrossAmerica Partners LP and the anticipated effect of the sale of certain Canadian assets.(3) Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned/Dealer-Operated sites.
(1)(2)
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PRO FORMA PROFILE – GROSS PROFITS BREAKDOWN
Canada 12%
United States63%
Europe 25% Canada
27%
United States73%
Canada 100%
Pro Forma
By Geography
By Products Merch. &
Services 55%
Fuel42%
Others3%
Merch. & Services
51%Fuel45%
Others4%
Couche-Tard to strengthen presence in Canada and United States markets
(1) FY 2016 pro forma Topaz and Shell Denmark.(2) CST LTM June 30, 2016, pro forma Flash Foods acquisition and sale of California/Wyoming sites. Excludes CrossAmerica Partners LP and the
anticipated effect of the sale of certain Canadian assets.
Canada 17%
United States63%
Europe 20%
Merch. & Services
52%
Fuel44%
Others4%
Merch. & Services
1%
Fuel68%
Others31%
(1) (2)
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$150M-$200M in
pre-tax cost synergies
Merchandise Supply Costs
Fuel Sourcing & Distribution
Costs
Operating Expenses
and Overhead
EXCEPTIONAL SYNERGIES POTENTIAL
COST SYNERGIES
Increased brand penetration and
awareness
Leveraging keyconsumer
Value drivers, e.g. loyalty,
digital marketing, etc
Leveraging best practices and
cross-learning opportunities
TOP-LINE SYNERGIES
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Evaluate talent pool and secure
key employees
Sale of CST Canadian
assets
Integrate operations &
eliminate redundant
costs
Integrate support
functions, technology
and systems & eliminate redundant
costs
Roll-out key programs–Polar Pop,
Simply Great
Coffee, ATMs, etc.
Rebrand to Circle K/Couche-
Tard
Transfer CST to existing
ACT non-fuel
agreements to unlock
procurement synergies
Re-negotiate
ACT existing
agreements to leverage increased
scale
Review distribution
strategy
INTEGRATION STRATEGY
Well planned and efficient integration strategy – Similar to The Pantry
Build optimal strategy for CrossAmerica Partners LP
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FORECASTS
986 798 1 208
1 437 1 489 1 544
FY16 Y1 Y2 Y3 Y4 Y5
Adj. Free cash flow (1)(3)
9% CAGR
2,0
3,5 3,1
2,6 2,2 1,8
1,4
FY16 PF Y1 Y2 Y3 Y4 Y5
Leverage (2)(3)
(1) Adjusted EBITDA minus total CAPEX (excluding price paid for acquisitions), net dividends paid, net interests paid and net income taxes paid plus proceeds from disposal.
(2) Adjusted net debt / EBITDAR. Adjusted net debt defined as total debt plus 8 times net rent expense less cash.(3) Before the anticipated effect of the sale of certain Canadian assets.
Strong cash flow coupled with disciplined capital allocation and debt repayment to provide financial flexibility and ample room for continued growth
ACT anticipates EPS accretion to reach 40 to 50 cents during the third year following the acquisition
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PROVEN RECORD OF DISCIPLINED DEBT PAYDOWN
• At close, pro forma leverage expected to stand at 3.5x(3) (Adjusted Net Debt / Adjusted EBITDAR)• Combined company expected to benefit from strong free cash flow generation & robust EBITDA
growth• Scalable capital expenditure allows flexibility to achieve deleveraging plan• Management targets reaching an Adjusted Net Debt/EBITDAR ratio of 2.6x within 18-24 months
after closing
(1) Pro forma The Pantry(2) Pro forma Topaz.(3) Rent capitalized at 8.0x.EBITDAR adjusted for non-recurring items. Refer to Couche-Tard’s MDA for more details.(4) Assuming transaction closed April 24 2016. Including the annualized contribution of FY2016/FY2017 Couche-Tard
acquisitions. Before the anticipated effect of the sale of certain Canadian assets.
Couche-Tard is committed to reducing its Adj. Net Debt / EBITDAR below 3.0x within 24 months
4,2
3,0 2,5
3,2 3,2 2,9 2,7 2,1 2,1
3,6 3,1
2,4 2,2 2,0
3,5 2,6
F2004 F2005 F2006 F2007 F2008 F2009 F2010 F2011 F2012 Pro Forma F2013 F2014 F2015 (1) F2016 (2) Pro Forma(4)
18-24months
Adj.
Net
Deb
t / A
dj. E
BIT
DAR
Circle K Acquisition No Transformational Acquisition SFR Acquisition The PantryAcquisition
CST & EssoAcquisitions
2,453 Stores Acquired 1,017 Stores Acquired 2,299 Stores Acquired
1,547 Stores Acquired
2,298 Stores Acquired
Rapid deleveraging after
transformational acquisition
Strong credit metrics for several yearsLeverage post SFR
acquisition lower than Circle K
$3.6 B Acquisition
$1.7 B Acquisition
$804 MAcquisition
$6.0 B Acquisitions
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STRONG FINANCING PLAN
Transaction financing needs of ~$4.8 billion (including acquisition costs), funded throughCapacity under ACT’s existing credit facilitiesNew acquisition financing consisting of term loans – three tranches with 1, 2 and 3 years terms
ACT expects to repay for the term loans throughProceeds from the sale of Canadian assetsProceeds from sale of other non-core assetsTerm out to the bonds marketFree cash flow
Financing strategy will allow Access to capital at competitive conditions Flexibility to repay debt rapidly Capacity to modulate debt maturities
Competitive, well balanced and flexible financing structure
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CROSS AMERICA
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CROSS AMERICA
• ACT brings CrossAmerica:• Continuity with a sponsor whose management culture is aligned with
CrossAmerica– Disciplined operator with best practices in acquisitions and integration– Strong and consistent financial performance throughout all economic cycles– Heightened focus on growing Free Cash Flow, with particular expertise in cost management– Well capitalized with solid balance sheet– Well positioned to lead further consolidation in fragmented industry
• Scale and global reach provides additional operational benefits– Further strengthens relationship with many of our key suppliers– Many turnkey branding and franchise programs that can complement dealer offerings
• Supports dealer health, which impacts fuel volume growth and additional rental income potential
• Wholesale operations with complementary geographic reach
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CONCLUSION
Broad Geographic Footprint with Leading Market Positions
Superior Product Offerings
Track Record of Highly Disciplined Growth and Debt Reduction
Attractive Sector Dynamics
Powerful Financial Results
Attractive Synergy Potential
Disciplined Management Culture
Poised for growth: Store network growth of more than 40% through closed and annouced acquisitions over the last 18
months
75