##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 1, 2007

Commission File Number: 001-33084



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SUSSER HOLDINGS CORPORATION

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 01-0864257                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

4433 Baldwin Boulevard

Corpus Christi, Texas 78408

(Address of principal executive offices)

Registrants telephone number, including area code:  (361) 884-2463



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Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):  Yes ̈No    x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:



|                              |  |                                 
|----------------------------- |  | --------------------------------
|COMMON STOCK, $0.01 PAR VALUE |  | 16,831,662 SHARES               
|(Class)                       |  | (Outstanding at August 15, 2007)



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##### Table of Contents

SUSSER HOLDINGS CORPORATION

FORM 10-Q

TABLE OF CONTENTS



|                               |  |          |  |                                                                                       |  |     
|------------------------------ |  | -------- |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |          |  |                                                                                       |  | Page
|PART I  FINANCIAL INFORMATION |  |         
|                               |  | Item 1.  |  | Financial Statements                                                                  |  | 1   
|                               |  | Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 17  
|                               |  | Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 30  
|                               |  | Item 4.  |  | Controls and Procedures                                                               |  | 30  
|                               | 
|PART II  OTHER INFORMATION    |  |         
|                               |  | Item 1.  |  | Legal Proceedings                                                                     |  | 31  
|                               |  | Item 1A. |  | Risk Factors                                                                          |  | 31  
|                               |  | Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 31  
|                               |  | Item 3.  |  | Defaults Upon Senior Securities                                                       |  | 31  
|                               |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 31  
|                               |  | Item 5.  |  | Other Information                                                                     |  | 31  
|                               |  | Item 6.  |  | Exhibits                                                                              |  | 32  



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Susser Holdings
Corporation

Consolidated Balance Sheets



|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                                                             |  | December 31, 2006 |         |   | July 1, 2007 |  
|                                                                                                                                                                             |  | audited           |         |   | unaudited    |  
|                                                                                                                                                                             |  | (in thousands)    |        
|Assets                                                                                                                                                                       |  |                   |         |   |              |   |         |  
|Current assets:                                                                                                                                                              |  |                   |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                                                    |  | $                 | 32,938  |   |              | $ | 19,550  |  
|Accounts receivable, net of allowance for doubtful accounts of $1,179 at December 31, 2006 and $1,048 at July 1,
2007                                                        |  |                   | 44,084  |   |              |   | 54,554  |  
|Inventories, net                                                                                                                                                             |  |                   | 37,296  |   |              |   | 43,205  |  
|Assets held for sale                                                                                                                                                         |  |                   | 518     |   |              |   | 518     |  
|Other current assets                                                                                                                                                         |  |                   | 1,884   |   |              |   | 2,383   |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total current assets                                                                                                                                                         |  |                   | 116,720 |   |              |   | 120,210 |  
|                                                                                                                                                                             |  |                  
|Property and equipment, net                                                                                                                                                  |  |                   | 232,454 |   |              |   | 249,640 |  
|                                                                                                                                                                             |  |                  
|Other assets:                                                                                                                                                                |  |                   |         |   |              |   |         |  
|Goodwill                                                                                                                                                                     |  |                   | 44,762  |   |              |   | 44,762  |  
|Intangible assets, net                                                                                                                                                       |  |                   | 17,492  |   |              |   | 16,061  |  
|Other noncurrent assets                                                                                                                                                      |  |                   | 10,899  |   |              |   | 11,457  |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total other assets                                                                                                                                                           |  |                   | 73,153  |   |              |   | 72,280  |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total assets                                                                                                                                                                 |  | $                 | 422,327 |   |              | $ | 442,130 |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Liabilities and shareholders equity                                                                                                                                         |  |                   |         |   |              |   |         |  
|Current liabilities:                                                                                                                                                         |  |                   |         |   |              |   |         |  
|Accounts payable                                                                                                                                                             |  | $                 | 84,838  |   |              | $ | 98,676  |  
|Accrued expenses and other current liabilities                                                                                                                               |  |                   | 20,711  |   |              |   | 21,188  |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total current liabilities                                                                                                                                                    |  |                   | 105,549 |   |              |   | 119,864 |  
|                                                                                                                                                                             |  |                  
|Long-term debt                                                                                                                                                               |  |                   | 120,000 |   |              |   | 120,000 |  
|Deferred gain, long-term portion                                                                                                                                             |  |                   | 27,060  |   |              |   | 26,373  |  
|Other noncurrent liabilities                                                                                                                                                 |  |                   | 7,918   |   |              |   | 8,833   |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total long-term liabilities                                                                                                                                                  |  |                   | 154,978 |   |              |   | 155,206 |  
|                                                                                                                                                                             |  |                  
|Minority interests in consolidated subsidiaries                                                                                                                              |  |                   | 630     |   |              |   | 658     |  
|                                                                                                                                                                             |  |                  
|Commitments and contingencies                                                                                                                                                |  |                   |         |   |              |   |         |  
|                                                                                                                                                                             |  |                  
|Shareholders equity:                                                                                                                                                        |  |                   |         |   |              |   |         |  
|Common stock, $.01 par value, 125,000,000 shares authorized, 16,824,162 issued and outstanding as of December 31, 2006, 16,831,662 issued
and outstanding as of July 1, 2007 |  |                   | 168     |   |              |   | 168     |  
|Additional paid-in capital                                                                                                                                                   |  |                   | 166,398 |   |              |   | 167,757 |  
|Retained earnings (deficit)                                                                                                                                                  |  |                   | (5,396  | ) |              |   | (1,523  | )
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total shareholders equity                                                                                                                                                   |  |                   | 161,170 |   |              |   | 166,402 |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  
|Total liabilities and shareholders equity                                                                                                                                   |  | $                 | 422,327 |   |              | $ | 442,130 |  
|                                                                                                                                                                             |  |                   |         |   |              |   |         |  

See accompanying notes.



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##### Table of Contents

Susser Holdings Corporation

Consolidated Statements of Operations

Unaudited



|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|--------------------------------------------------------------- | ------------------------------------------------ | ------------------ | --------- | ------------ | ---------------- | - | ------------ | - |  | ------------ | --------- | - |  | - | ---------- | -
|                                                                |                                                  | Three Months Ended |           |              | Six Months Ended |  
|                                                                | July 2, 2006                                     |                    |           | July 1, 2007 |                  |   | July 2, 2006 |   |  | July 1, 2007 |          
|                                                                | (dollars in thousands, except per share amounts) |                   
|Revenues:                                                       |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Merchandise sales                                               |                                                  | $                  | 94,713    |              |                  | $ | 105,925      |   |  | $            | 180,512   |   |  | $ | 199,290    |  
|Motor fuel sales                                                |                                                  |                    | 548,477   |              |                  |   | 580,580      |   |  |              | 980,053   |   |  |   | 1,009,695  |  
|Other income                                                    |                                                  |                    | 5,968     |              |                  |   | 6,290        |   |  |              | 11,904    |   |  |   | 12,460     |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Total revenues                                                  |                                                  |                    | 649,158   |              |                  |   | 692,795      |   |  |              | 1,172,469 |   |  |   | 1,221,445  |  
|                                                                |                                                  |                    |           |             
|Cost of sales:                                                  |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Merchandise                                                     |                                                  |                    | 63,296    |              |                  |   | 71,882       |   |  |              | 120,965   |   |  |   | 135,287    |  
|Motor fuel                                                      |                                                  |                    | 525,969   |              |                  |   | 555,891      |   |  |              | 942,816   |   |  |   | 968,617    |  
|Other                                                           |                                                  |                    | 212       |              |                  |   | 459          |   |  |              | 333       |   |  |   | 583        |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Total cost of sales                                             |                                                  |                    | 589,477   |              |                  |   | 628,232      |   |  |              | 1,064,114 |   |  |   | 1,104,487  |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Gross profit                                                    |                                                  |                    | 59,681    |              |                  |   | 64,563       |   |  |              | 108,355   |   |  |   | 116,958    |  
|                                                                |                                                  |                    |           |             
|Operating expenses:                                             |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Personnel                                                       |                                                  |                    | 17,637    |              |                  |   | 19,649       |   |  |              | 34,358    |   |  |   | 37,903     |  
|General and administrative                                      |                                                  |                    | 4,928     |              |                  |   | 6,023        |   |  |              | 9,416     |   |  |   | 12,248     |  
|Other operating                                                 |                                                  |                    | 16,463    |              |                  |   | 16,762       |   |  |              | 31,212    |   |  |   | 31,452     |  
|Rent                                                            |                                                  |                    | 5,527     |              |                  |   | 6,106        |   |  |              | 11,084    |   |  |   | 12,120     |  
|Royalties                                                       |                                                  |                    | 971       |              |                  |   |             |   |  |              | 1,851     |   |  |   | 66         |  
|Gain on disposal of assets and impairment charge                |                                                  |                    | (273      | )            |                  |   | (207         | ) |  |              | (277      | ) |  |   | (192       | )
|Depreciation, amortization, and accretion                       |                                                  |                    | 5,913     |              |                  |   | 6,983        |   |  |              | 11,558    |   |  |   | 13,485     |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Total operating expenses                                        |                                                  |                    | 51,166    |              |                  |   | 55,316       |   |  |              | 99,202    |   |  |   | 107,082    |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Income from operations                                          |                                                  |                    | 8,515     |              |                  |   | 9,247        |   |  |              | 9,153     |   |  |   | 9,876      |  
|                                                                |                                                  |                    |           |             
|Other income (expense):                                         |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Interest expense                                                |                                                  |                    | (4,671    | )            |                  |   | (2,927       | ) |  |              | (9,418    | ) |  |   | (5,786     | )
|Other miscellaneous                                             |                                                  |                    | (70       | )            |                  |   | 91           |   |  |              | 111       |   |  |   | 196        |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Total other income (expense)                                    |                                                  |                    | (4,741    | )            |                  |   | (2,836       | ) |  |              | (9,307    | ) |  |   | (5,590     | )
|                                                                |                                                  |                    |           |             
|Minority interest in income (loss) of consolidated subsidiaries |                                                  |                    | (14       | )            |                  |   | (17          | ) |  |              | (33       | ) |  |   | (33        | )
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Net income (loss) before income taxes                           |                                                  | $                  | 3,760     |              |                  | $ | 6,394        |   |  | $            | (187      | ) |  | $ | 4,253      |  
|Income tax expense                                              |                                                  |                    |          |              |                  |   | (120         | ) |  |              |          |   |  |   | (380       | )
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Net income (loss)                                               |                                                  | $                  | 3,760     |              |                  | $ | 6,274        |   |  | $            | (187      | ) |  | $ | 3,873      |  
|                                                                |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Net income (loss) per share:                                    |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Basic                                                           |                                                  | $                  | 0.41      |              |                  | $ | 0.38         |   |  | $            | (0.02     | ) |  | $ | 0.23       |  
|Diluted                                                         |                                                  | $                  | 0.40      |              |                  | $ | 0.37         |   |  | $            | (0.02     | ) |  | $ | 0.23       |  
|                                                                |                                                  |                    |           |             
|Weighted average shares outstanding:                            |                                                  |                    |           |              |                  |   |              |   |  |              |           |   |  |   |            |  
|Basic                                                           |                                                  |                    | 9,230,404 |              |                  |   | 16,705,404   |   |  |              | 9,230,404 |   |  |   | 16,705,404 |  
|Diluted                                                         |                                                  |                    | 9,293,964 |              |                  |   | 16,766,204   |   |  |              | 9,230,404 |   |  |   | 16,769,925 |  

See accompanying notes.



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##### Table of Contents

Susser Holdings Corporation

Consolidated Statements of Cash Flows

Unaudited



|                                                                                         |             |                  |         |             |  |   |         |  
|---------------------------------------------------------------------------------------- | ----------- | ---------------- | ------- | ----------- |  | - | ------- | -
|                                                                                         |             | Six Months Ended |        
|                                                                                         | July 2,2006 |                  |         | July 1,2007 | 
|                                                                                         |             | (in thousands)   |        
|Cash flows from operating activities                                                     |             |                  |         |             |  |   |         |  
|Net Income (loss)                                                                        |             | $                | (187    | )           |  | $ | 3,873   |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |             |                  |         |             |  |   |         |  
|Depreciation, amortization, and accretion                                                |             |                  | 11,558  |             |  |   | 13,485  |  
|Gain on disposal of assets and impairment charge                                         |             |                  | (277    | )           |  |   | (192    | )
|Noncash stock-based compensation                                                         |             |                  | 226     |             |  |   | 1,359   |  
|Minority interest                                                                        |             |                  | 26      |             |  |   | 28      |  
|Fair market value in nonqualifying derivatives                                           |             |                  | (68     | )           |  |   |        |  
|Changes in operating assets and liabilities:                                             |             |                  |         |             |  |   |         |  
|Receivables                                                                              |             |                  | (13,069 | )           |  |   | (10,470 | )
|Inventories                                                                              |             |                  | (4,545  | )           |  |   | (5,909  | )
|Prepaid expenses and other current assets                                                |             |                  | 384     |             |  |   | (499    | )
|Intangible assets                                                                        |             |                  | (462    | )           |  |   | (161    | )
|Other noncurrent assets                                                                  |             |                  | (254    | )           |  |   | 120     |  
|Accounts payable                                                                         |             |                  | 23,584  |             |  |   | 13,837  |  
|Accrued liabilities                                                                      |             |                  | 658     |             |  |   | 477     |  
|Other noncurrent liabilities                                                             |             |                  | (202    | )           |  |   | 86      |  
|                                                                                         |             |                  |         |             |  |   |         |  
|Net cash provided by operating activities                                                |             |                  | 17,372  |             |  |   | 16,034  |  
|                                                                                         |             |                 
|Cash flows from investing activities                                                     |             |                  |         |             |  |   |         |  
|Purchases of property and equipment                                                      |             |                  | (20,881 | )           |  |   | (35,764 | )
|Proceeds from disposal of property and equipment                                         |             |                  | 3,927   |             |  |   | 6,620   |  
|                                                                                         |             |                  |         |             |  |   |         |  
|Net cash used in investing activities                                                    |             |                  | (16,954 | )           |  |   | (29,144 | )
|                                                                                         |             |                 
|Cash flows from financing activities                                                     |             |                  |         |             |  |   |         |  
|Change in notes receivable                                                               |             |                  | (341    | )           |  |   | (278    | )
|Revolving line of credit, net                                                            |             |                  | 5,150   |             |  |   |        |  
|                                                                                         |             |                  |         |             |  |   |         |  
|Net cash provided by (used in) financing activities                                      |             |                  | 4,809   |             |  |   | (278    | )
|                                                                                         |             |                  |         |             |  |   |         |  
|Net increase (decrease) in cash                                                          |             |                  | 5,227   |             |  |   | (13,388 | )
|Cash and cash equivalents at beginning of year                                           |             |                  | 4,116   |             |  |   | 32,938  |  
|                                                                                         |             |                  |         |             |  |   |         |  
|Cash and cash equivalents at end of period                                               |             | $                | 9,343   |             |  | $ | 19,550  |  
|                                                                                         |             |                  |         |             |  |   |         |  

See accompanying notes.



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##### Table of Contents

Susser Holdings Corporation

Notes to Consolidated Financial Statements

Unaudited



|1. | Organization and Principles of Consolidation
|-- | --------------------------------------------

The
consolidated financial statements are composed of Susser Holdings Corporation (Susser or the Company), a Delaware corporation, and its consolidated subsidiaries, which operate convenience stores and distribute motor fuels in Texas and Oklahoma. The
Company was formed in May 2006, and in October 2006 completed an initial public offering (IPO) (see Note 10). Susser Holdings Corporation became, immediately prior to the IPO, the holding company of Stripes Holdings LLC, which together with each of
its direct and indirect subsidiaries, comprise all of the Companys operations. Susser, through its subsidiaries and predecessors, has been acquiring, operating, and supplying motor fuel to convenience stores since 1988.

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. The Companys primary operations are
conducted by the following consolidated subsidiaries:



| |  |  | Stripes LLC (Stripes), a Texas Limited Liability Company, operates convenience stores located primarily in Texas and Southern Oklahoma. Effective June 30,
2007, SSP Partners, a Texas general partnership, and several other subsidiaries of Susser merged into S Interests Management Company, LLC. S Interests Management Company, L.L.C. survived the merger and changed its name to Stripes LLC. All assets and
liabilities of each entity party to the merger were allocated to and vested in Stripes LLC. Stripes is a wholly owned subsidiary of Susser Holdings, L.L.C.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Susser Petroleum Company LLC (SPC), a Texas Limited Liability Company, distributes motor fuels in Texas and Oklahoma. Effective June 30, 2007, Susser Petroleum
Company, LP, a Texas limited partnership, merged into Susser Petroleum Management Company, LLC. Susser Petroleum Management Company, LLC survived the merger and changed its name to Susser Petroleum Company LLC. All assets and liabilities of each
entity party to the merger were allocated to and vested in Susser Petroleum Company LLC. SPC is a wholly owned subsidiary of Stripes.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company also offers environmental, maintenance and construction management services to the petroleum industry (including its own sites) through its subsidiary, Applied Petroleum Technologies, Ltd. (APT), a Texas
limited partnership. Two wholly owned subsidiaries, Susser Holdings, L.L.C. and Susser Finance Corporation, are the issuers of the $120 million of senior notes outstanding at July 1, 2007, but do not conduct any operations (see Note 6). A
subsidiary, C&G Investments, LLC, owns a 50% interest in Cash & Go, Ltd. and Cash & Go Management, LLC. Cash & Go, Ltd. currently operates 38 units, located primarily inside Stripes retail stores, which provide
short-term loans and check cashing services. The Company accounts for this investment under the equity method, and reflects its share of net earnings in other miscellaneous income and its investment in other noncurrent assets.

All significant intercompany accounts and transactions have been eliminated in consolidation. Transactions and balances of other subsidiaries are not
material to the consolidated financial statements. The Companys fiscal year is 52 or 53 weeks and ends on the Sunday closest to December 31. All references to fiscal 2006 refer to the 52-week period ended December 31, 2006. All
references to the second quarter of 2006 and 2007 refer to the 13-week periods ended July 2, 2006 and July 1, 2007, respectively. All references to the first half of 2006 and 2007 refer to the 26-week periods ended July 2, 2006 and
July 1, 2007, respectively. Stripes follows the same accounting calendar as the Company. SPC and APT use calendar month accounting periods, and end their fiscal year on December 31.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements have been prepared from the accounting records of the Company and its subsidiaries, and all amounts at July 1, 2007 and for
the three and six months ended July 2, 2006 and July 1, 2007 are unaudited. Pursuant to Regulation S-X, certain information and note disclosures normally included in annual financial statements have been condensed or omitted. The
information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented, and which are of a normal, recurring nature.



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##### Table of Contents

Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



Our results of operations for the three and six months ended July 2, 2006 and July 1, 2007
are not necessarily indicative of results to be expected for the full fiscal year. Our business is seasonal and we generally experience higher levels of revenues during the summer months than during the winter months.

The interim consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Certain prior year balances have been
reclassified for comparative purposes. Fuel taxes payable of $13.2 million were included in accrued liabilities at December 31, 2006 and have been reclassified to accounts payable.



|2. | New Accounting Pronouncements
|-- | -----------------------------

EITF No. 06-3

In June 2006, the FASB ratified the consensus reached by the EITF on Issue No. 06-3, How Taxes Collected from Customers
and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). The consensus requires disclosure of either the gross or net presentation, and any such taxes reported on a
gross basis should be disclosed in the interim and annual financial statements. This Issue is effective for financial periods beginning after December 15, 2006. We have not changed our presentation of such taxes, and we are providing the
additional required disclosure.

FASB Interpretation No. 48

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the application
of FASB Statement No. 109 by providing guidance on the recognition and measurement of an enterprises tax positions taken in a tax return. FIN 48 additionally clarifies how an enterprise should account for a tax position depending on
whether the position is more likely than not to pass a tax examination. The interpretation provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and
transition. The adoption of FIN 48 in the first quarter of 2007 did not have a material effect on our financial statements. (See Note 9)

SFAS
No. 157

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
No. 157). SFAS No. 157 defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. We use fair value measurements to measure, among other items, purchased assets and
investments, leases and derivative contracts. We also use them to assess impairment of properties, plants and equipment, intangible assets and goodwill. The Statement does not apply to share-based payment transactions and inventory pricing. This
Statement is effective as of the beginning of our 2008 fiscal year. We are currently evaluating the impact, if any, on our financial statements.

SFAS
No. 159

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. This Statement allows entities to voluntarily choose, at specified election dates, to measure many financial assets and liabilities at fair value. SFAS No. 159 is effective as of the beginning of our 2008 fiscal year. We
are currently evaluating the impact, if any, on our financial statements.



5



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



|3. | Inventories
|-- | -----------

Inventories consisted of the
following:



|                                                       |  |                   |        |   |              |   |        |  
|------------------------------------------------------ |  | ----------------- | ------ | - | ------------ | - | ------ | -
|                                                       |  | December 31, 2006 |        |   | July 1, 2007 |  
|                                                       |  | (in thousands)    |       
|Merchandise                                            |  | $                 | 22,490 |   |              | $ | 25,067 |  
|Fuel                                                   |  |                   | 11,670 |   |              |   | 15,049 |  
|Lottery                                                |  |                   | 1,504  |   |              |   | 1,294  |  
|Maintenance spare parts and equipment                  |  |                   | 2,193  |   |              |   | 2,146  |  
|Less allowance for inventory shortage and obsolescence |  |                   | (561   | ) |              |   | (351   | )
|                                                       |  |                   |        |   |              |   |        |  
|Total                                                  |  | $                 | 37,296 |   |              | $ | 43,205 |  
|                                                       |  |                   |        |   |              |   |        |  



|4. | Property, Plant, and Equipment
|-- | ------------------------------

Property, plant,
and equipment consisted of the following:



|                                     |  |                   |         |              |   |        
|------------------------------------ |  | ----------------- | ------- | ------------ | - | -------
|                                     |  | December 31, 2006 |         | July 1, 2007
|                                     |  | (in thousands)   
|Land                                 |  | $                 | 92,644  |              | $ | 96,404 
|Buildings and leasehold improvements |  |                   | 71,933  |              |   | 71,543 
|Equipment                            |  |                   | 72,100  |              |   | 77,442 
|Construction in progress             |  |                   | 15,533  |              |   | 35,280 
|                                     |  |                   |         |              |   |        
|                                     |  |                   | 252,210 |              |   | 280,669
|Less accumulated depreciation        |  |                   | 19,756  |              |   | 31,029 
|                                     |  |                   |         |              |   |        
|Total                                |  | $                 | 232,454 |              | $ | 249,640
|                                     |  |                   |         |              |   |        



|5. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

Goodwill is
not being amortized, but is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Company has finite-lived intangible assets recorded that are
amortized in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. These assets consist of supply agreements, favorable leasehold arrangements, loan origination costs and a trade name, all of which are amortized over the
respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Companys future cash flows. Supply agreements are being amortized over a weighted average period of approximately
nine years. Favorable leasehold arrangements are being amortized over a weighted average period of approximately eight years. The Laredo Taco Company trade name is being amortized over fifteen years. The following table presents the gross carrying
amount and accumulated amortization for each major class of finite-lived intangible assets at December 31, 2006 and July 1, 2007:



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |       |  |   |       
|--------------------------------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | - | ----- |  | - | ------
|                                  |  | December 31, 2006   |        | July 1, 2007           
|                                  |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount
|                                  |  | (in thousands)     
|Supply agreements                 |  | $                   | 4,970  |                         | $ | 779       |  | $                   | 4,191  |                         | $ | 4,966     |  | $ | 1,162 |  | $ | 3,804 
|Favorable lease arrangements, net |  |                     | 6,053  |                         |   | 1,530     |  |                     | 4,523  |                         |   | 6,053     |  |   | 2,239 |  |   | 3,814 
|Loan origination costs            |  |                     | 5,594  |                         |   | 816       |  |                     | 4,778  |                         |   | 5,820     |  |   | 1,227 |  |   | 4,593 
|Trade name                        |  |                     | 4,245  |                         |   | 283       |  |                     | 3,962  |                         |   | 4,245     |  |   | 424   |  |   | 3,821 
|Other                             |  |                     | 200    |                         |   | 162       |  |                     | 38     |                         |   | 200       |  |   | 171   |  |   | 29    
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |       |  |   |       
|Total                             |  | $                   | 21,062 |                         | $ | 3,570     |  | $                   | 17,492 |                         | $ | 21,284    |  | $ | 5,223 |  | $ | 16,061
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |       |  |   |       



|6. | Long-Term Debt
|-- | --------------

Long-term debt consisted of the following:



|                                                                                      |  |                   |         |              |   |        
|------------------------------------------------------------------------------------- |  | ----------------- | ------- | ------------ | - | -------
|                                                                                      |  | December 31, 2006 |         | July 1, 2007
|                                                                                      |  | (in thousands)   
|Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin |  | $                 |        |              | $ |       
|10 5/8% senior unsecured notes due 2013                                               |  |                   | 120,000 |              |   | 120,000
|                                                                                      |  |                   |         |              |   |        
|Total long-term debt                                                                  |  | $                 | 120,000 |              | $ | 120,000
|                                                                                      |  |                   |         |              |   |        

Revolving Credit Agreement

In December 2005, Susser Holdings, L.L.C. and Stripes entered into a five-year revolving credit facility (the Revolver) in an aggregate principal amount of up to $50.0 million with a syndicate of financial
institutions. The Company and each of its existing and future domestic subsidiaries, with the exception of one non wholly-owned subsidiary, are guarantors of the Revolver. The loans are secured by a perfected first priority security interest in
inventory, accounts receivable, and certain ownership interests.

At July 1, 2007, our borrowing base was sufficient to support the
$50.0 million availability under the Revolver, under which no borrowings were outstanding and letters of credit commitments were $2.8 million, leaving approximately $47.2 million of availability. The interest rates under the Revolver are calculated
at our option at either a prime rate or a LIBOR rate plus, in each case, a margin. As of July 1, 2007, the interest on the Revolver was 8.75%. As of July 1, 2007, the Company was in compliance with all covenants required by the Revolver.

Senior Unsecured Notes

In December
2005, the Company, through its subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation, issued $170.0 million 10 5/8% senior unsecured notes (the Senior Notes). In November 2006, the Company redeemed $50.0 million of the Senior Notes
with proceeds from the IPO, as allowed by the indenture. The Senior Notes pay interest semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2006. The Senior Notes mature on December 15, 2013,
and on or after December 15, 2009, the Company may redeem some or all of the $120.0 million remaining Senior Notes at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and liquidated
damages, if any: in 2009, at 105.313%; in 2010, at 102.656%; and in 2011 and thereafter, at 100.000%.

The Senior Notes are guaranteed by
the Company and each existing and future domestic subsidiaries with the exception of one non-wholly-owned subsidiary. The Senior Notes rank equally in right of payment to all existing and future unsecured senior debt and senior in right of payment
to existing and future senior subordinated and subordinated debt. The Senior Notes are effectively



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



subordinated to existing and future secured debt, including the revolving credit facility, to the extent of the value of the assets securing such debt.
Issuance costs of this debt of $5.1 million related to the outstanding Senior Notes were charged to intangible assets and are being amortized over the life of the Senior Notes.

The Senior Notes contain covenants that, among other things and subject to various exceptions, restrict the Companys ability and any restricted
subsidiarys ability to incur additional debt, make restricted payments (including paying dividends on, redeeming or repurchasing capital stock), dispose of assets, and other restrictions.

Derivative Financial Instruments

From time to time,
the Company enters into interest rate swaps to either reduce the impact of changes in interest rates on its floating rate long-term debt or to take advantage of favorable variable interest rates compared to its fixed rate long-term debt. In November
2003, the Company entered into an interest rate swap, which exchanged a 3.48% fixed rate for a variable LIBOR rate on a notional principal amount of $25.0 million, with a maturity date of December 29, 2006. On a semiannual basis, the Company
settled with the bank on the difference between the fixed and floating rates multiplied by the notional principal amount of $25.0 million for that period. Net proceeds received and the change in value of the swap were recorded as a reduction to or
increase in interest expense. The swap terminated at maturity and no positions were outstanding at December 31, 2006, or July 1, 2007.

The Company also periodically enters into derivatives, such as futures and options, to manage its fuel price risk. Fuel hedging positions have not been material to our operations. We had no positions outstanding at December 31, 2006,
or July 1, 2007. Hedging results for the three and six months ended July 1, 2007 increased fuel gross profit by $0.1 million and $0.2 million, respectively.



|7. | Commitments and Contingencies
|-- | -----------------------------

Leases

The Company leases a portion of its convenience store properties under noncancelable operating leases, whose initial terms are typically 10 to 20 years,
along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition to minimum rental payments, certain leases require additional payments based on sales or motor
fuel volume. The Company is typically responsible for payment of real estate taxes, maintenance expenses and insurance.

The components of
net rent expense are as follows:



|                                                  |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|------------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ----------- | - |  | - | ------ | -
|                                                  |  | Three Months Ended |       |   | Six Months Ended |  
|                                                  |  | July 2,2006        |       |   | July 1,2007      |   |       | July 2,2006 |  |   | July 1,2007 |  
|                                                  |  | (in thousands)     |      
|Cash Rent:                                        |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|Store base rent                                   |  | $                  | 5,492 |   |                  | $ | 5,993 |             |  | $ | 11,040      |   |  | $ | 11,897 |  
|Equipment rent                                    |  |                    | 116   |   |                  |   | 74    |             |  |   | 220         |   |  |   | 163    |  
|Contingent rent                                   |  |                    | 49    |   |                  |   | 38    |             |  |   | 86          |   |  |   | 66     |  
|                                                  |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|Total cash rent                                   |  | $                  | 5,657 |   |                  | $ | 6,105 |             |  | $ | 11,346      |   |  | $ | 12,126 |  
|                                                  |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|Non-cash rent:                                    |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|Straight-line rent                                |  |                    | 242   |   |                  |   | 378   |             |  |   | 481         |   |  |   | 746    |  
|Amortization of deferred gain from sale leaseback |  |                    | (372  | ) |                  |   | (377  | )           |  |   | (743        | ) |  |   | (752   | )
|                                                  |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  
|Net rent expense                                  |  | $                  | 5,527 |   |                  | $ | 6,106 |             |  | $ | 11,084      |   |  | $ | 12,120 |  
|                                                  |  |                    |       |   |                  |   |       |             |  |   |             |   |  |   |        |  



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



Letters of Credit

The Company was contingently liable for $2.8 million related to irrevocable letters of credit required by various insurers and suppliers at July 1, 2007.

Environmental Remediation

The Company is subject to
various federal, state and local environmental laws and makes financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. In particular, at the federal
level, the Resource Conservation and Recovery Act of 1976, as amended, requires the U.S. Environmental Protection Agency (EPA) to establish a comprehensive regulatory program for the detection, prevention and cleanup of leaking
underground storage tanks (e.g. overfills, spills and underground storage tank releases).

Federal and state regulations require us to
provide and maintain evidence that we are taking financial responsibility for corrective action and compensating third parties in the event of a release from our underground storage tank systems. In order to comply with these requirements, we obtain
private insurance from Texas Tankowners Mutual Insurance and American International Specialty Lines in Oklahoma. These policies provide protection from third party liability claims. For 2007, our coverage in Texas is $1.0 million per
occurrence, with a $5.0 million aggregate and $70,000 deductible. Our coverage in Oklahoma is $1.0 million per occurrence, with a $2.0 million aggregate and $250,000 deductible. Additionally, we rely on state trust funds which cover certain claims.

The Company is currently involved in the remediation of gasoline store sites where releases of regulated substances have been detected.
The Company accrues for anticipated future costs and the related probable state reimbursement amounts for its remediation activities. Accordingly, the Company has recorded estimated undiscounted liabilities for these sites totaling $1.8 million
which is classified as accrued expenses and other current liabilities as of December 31, 2006 and July 1, 2007. As of July 1, 2007, approximately $1.0 million of the total accrued environmental liability is for the investigation and
remediation of contamination at 27 sites which qualify for reimbursement under state funds, as further discussed below. The remaining $0.8 million represents our estimate of deductibles under insurance policies that we anticipate being required to
pay with respect to 33 additional sites. There are also 30 additional sites that we own and/or operate with known contamination, which are being investigated and remediated by third parties (primarily former site owners) pursuant to contractual
indemnification agreements imposing responsibility on the former owners for pre-existing contamination. We maintain no reserves for these sites.

Under state reimbursement programs, the Company is eligible to receive reimbursement for certain future remediation costs, as well as the remediation costs previously paid. Accordingly, the Company has recorded a net receivable of $2.6
million and $2.5 million for the estimated probable state reimbursements, which are included in current receivables as of December 31, 2006 and July 1, 2007, respectively. Reimbursement from the Texas Petroleum Storage Tank Remediation
fund will depend upon the continued maintenance and solvency of the state fund through its scheduled expiration which House Bill (HB) 3554, passed in June 2007, extended for another four years until August 2012. It postponed the
transfer of responsible party lead remediation to State lead remediation to August 31, 2011, previously set to occur on August 31, 2007. This bill also reduced the loading fee tax that generates money for the fund. This move
is not expected to create a short-fall in the fund balance since no new cases are being covered and old cases are being closed out.

Self-Insurance

The Company is partially self-insured for its general liability and employee health insurance. The Company maintains insurance coverage at
levels that are customary and consistent with industry standards for companies of similar size. The Company is a nonsubscriber under Texas Workers Compensation Act and maintains an ERISA-based employee injury plan, which is partially self
insured. As of July 1, 2007, there were a number of outstanding claims that are of a routine nature, as well as open claims under previous policies that have not been resolved. The estimated incurred but unpaid liabilities relating to these
claims are included in other accrued expenses. While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $4.5 million and $4.6 million as of December 31, 2006 and July 1,
2007, respectively, will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on the financial position and results of operations of the Company.



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



Refiner Rebates

The Company receives refiner rebates and other incentive payments from a number of its fuel suppliers. A portion of the refiner rebates may be passed on to the Companys wholesale branded dealers under the same
terms as required by its fuel suppliers. Many of the agreements require repayment of all or a portion of the amount received if the Company (or its branded dealers) elects to discontinue selling the specified brand of fuel at certain locations. As
of July 1, 2007, the estimated amount of fuel rebates that would have to be repaid upon de-branding at these locations was $7.9 million. Of this amount, approximately $5.2 million would be the responsibility of SPCs branded dealers under
reimbursement agreements with the dealers. In the event a dealer were to default on this reimbursement obligation, SPC would be required to make this payment. The Company has $2.8 million recorded on the balance sheet as of July 1, 2007, of
which $0.3 million is included in accrued expenses and other current liabilities and $2.5 million is included in other noncurrent liabilities.



|8. | Interest Expense and Interest Income
|-- | ------------------------------------

The
components of net interest expense are as follows:



|                                        |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  
|--------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ------------ | - |  | - | ----- | -
|                                        |  | Three Months Ended |       |   | Six Months Ended |  
|                                        |  | July 2, 2006       |       |   | July 1,2007      |   |       | July 2,2006 |  |   | July 1, 2007 |  
|                                        |  | (in thousands)     |      
|Interest expense                        |  | $                  | 5,065 |   |                  | $ | 3,281 |             |  | $ | 9,766        |   |  | $ | 6,560 |  
|Fair market value change in derivatives |  |                    | (178  | ) |                  |   |      |             |  |   | (68          | ) |  |   |      |  
|Capitalized interest                    |  |                    | (163  | ) |                  |   | (94   | )           |  |   | (185         | ) |  |   | (201  | )
|                                        |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  
|Total interest expense                  |  | $                  | 4,724 |   |                  | $ | 3,187 |             |  | $ | 9,513        |   |  | $ | 6,359 |  
|Cash interest income                    |  |                    | 53    |   |                  |   | 260   |             |  |   | 95           |   |  |   | 573   |  
|                                        |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  
|Interest expense, net                   |  | $                  | 4,671 |   |                  | $ | 2,927 |             |  | $ | 9,418        |   |  | $ | 5,786 |  
|                                        |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  



|9. | Income Tax
|-- | ----------

We have been subject to federal income
tax since October 24, 2006, subsequent to certain corporate formation transactions in connection with our IPO. We are also subject to a new tax in Texas, effective January 1, 2007, that is based on gross margin (margin tax) but
that has been determined to be appropriately classified as an income tax. We adopted the provisions of FIN 48 on January 1, 2007. (See Note 2) Based on our evaluation for the periods described above in which we are subject to income tax,
we have concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments
historically (including years in which we were organized as a partnership and any taxable income was attributed to our partners) have been minimal and immaterial to our financial results. In the event we receive an assessment for interest and/or
penalties, interest is classified in the financial statements as interest expense and penalties as general and administrative expense.

At
the inception of our taxable status as a C corporation, we recorded a cumulative net deferred tax asset of less than $0.1 million, which was net of a valuation allowance of $9.7 million. For the six months ended July 1, 2007, we
considered our historical taxable income and our estimates of future taxable income and recorded a decrease in the valuation allowance. We will evaluate this allowance in the future if new circumstances indicate that the realization of a greater
portion or the full deferred tax assets is more likely than not. Any federal tax effect of taxable income during 2007 will be offset by an equivalent release from the valuation allowance, thereby resulting in an expected federal effective tax rate
of zero for 2007. In the first half of 2007 we recorded a Texas margin tax liability of $0.4 million. Effective June 30, 2007, we restructured several of our wholly-owned subsidiaries (see Note 1) which results in the margin tax for 2007 being
effective for the new companies beginning July 1, 2007.



10



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



A reconciliation of the statutory federal income tax rate to the Companys effective tax rate
for the quarter and six months ended July 1, 2006 is as follows:



|                                            |  |                                 |        |   |                               |   |        |  
|------------------------------------------- |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | -
|                                            |  | Three Months Ended July 1, 2007 |        |   | Six Months Ended July 1, 2007 |  
|                                            |  | (in thousands)                  |       
|Tax at statutory federal rate               |  | $                               | 2,238  |   |                               | $ | 1,488  |  
|State and local tax, net of federal benefit |  |                                 | 78     |   |                               |   | 247    |  
|Decrease in valuation allowance             |  |                                 | (2,205 | ) |                               |   | (1,378 | )
|Other                                       |  |                                 | 9      |   |                               |   | 23     |  
|                                            |  |                                 |        |   |                               |   |        |  
|Tax expense per financial statement         |  | $                               | 120    |   |                               | $ | 380    |  
|                                            |  |                                 |        |   |                               |   |        |  



|10. | Shareholders Equity
|--- | --------------------

On October 24,
2006, Susser Holdings Corporation completed an IPO of 7,475,000 shares of its common stock at a price of $16.50 per share for an aggregate offering price of $123.3 million. The Company received $112.8 million in net proceeds from the IPO after
payment of fees, expenses and underwriting discounts of approximately $10.5 million. In connection with the Susser corporate formation transactions, units of Stripes Holdings LLC were converted into equivalent shares of Susser Holdings Corporation
common stock. All outstanding options to purchase units of Stripes Holdings LLC were also converted into options to purchase shares of Susser common stock on an equivalent basis and exercise price.

A total of 125,000,000 shares of common stock have been authorized, $0.01 par value, of which 16,824,162 and 16,831,662 were issued and outstanding as of
December 31, 2006, and July 1, 2007, respectively, including unvested shares of 118,758 and 126,258, respectively. A total of 25,000,000 preferred shares have also been authorized, par value $0.01 per share, although none have been issued.
In addition to the converted options described above, concurrent with the IPO, the Company granted options under the Susser Holdings Corporation 2006 Equity Incentive Plan to purchase 1,023,006 shares of common stock at an exercise price of $l6.50
per share. At July 1, 2007, 1,192,821 options were outstanding, none of which were exercisable. (see Note 11)

Immediately prior to
the corporate formation transactions, the Board of Managers of Stripes Holdings LLC declared a $3.0 million dividend to its members to enable them to meet their estimated income tax obligations for the period prior to the merger, and authorized any
additional amounts to be distributed to the members upon final determination of the tax liability. It was subsequently determined that an additional $1.1 million was required to be distributed in accordance with the Stripes Holdings LLC Agreement
related to taxable income allocable to members related to the 2006 final tax return through October 23, 2006. This amount was reflected as a liability and a reduction of additional paid-in capital in the balance sheet as of December 31,
2006, and was distributed in April 2007.



11



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



|11. | Share-Based Compensation
|--- | ------------------------

The Company has granted
options and restricted, unvested stock under its 2006 Equity Incentive Plan. Vesting of each grant is generally over five years, with 33.3% of such units vesting on the third, fourth, and fifth anniversary of grant date. None of the units are
currently exercisable. Following is a summary of options and stock which have been granted under the Companys plans:



|                                     |  |                                  |  |                                  |      |  |                                 |  |                     |       |                         |              
|------------------------------------ |  | -------------------------------- |  | -------------------------------- | ---- |  | ------------------------------- |  | ------------------- | ----- | ----------------------- | -------------
|Option or Stock Grant                |  | UnitsOutstanding atApril 1, 2007 |  | Changes duringSecond Quarter2007 |      |  | UnitsOutstandingat July 1, 2007 |  | OptionExercisePrice |       | Earliest Dateof Vesting
|Options granted Dec. 26, 2005        |  | 205,285                          |  | (22,699                          | )(a) |  | 182,586                         |  | $                   | 13.92 |                         | Dec. 26, 2008
|Options granted Oct. 18, 2006        |  | 896,992                          |  | (12,771                          | )(a) |  | 884,221                         |  | $                   | 16.50 |                         | Dec. 21, 2008
|Options granted Oct. 18, 2006        |  | 126,014                          |  |                                 |      |  | 126,014                         |  | $                   | 16.50 |                         | Oct. 18, 2009
|Unvested stock granted Dec. 21, 2005 |  | 118,758                          |  |                                 |      |  | 118,758                         |  |                     |      |                         | Dec. 21, 2008
|Unvested stock granted Mar. 27, 2007 |  | 7,500                            |  |                                 |      |  | 7,500                           |  |                     |      |                         | Mar. 27, 2010

---

|(a) | Forfeitures of unexercised options
|--- | ----------------------------------

The Company adopted
SFAS No. 123(R) at the beginning of fiscal 2006. Because we used the minimum value method for pro forma disclosures under SFAS No. 123, we are applying SFAS No. 123(R) prospectively to newly issued stock options. Existing stock
options will continue to be accounted for in accordance with APB Opinion No. 25 unless such options are modified, repurchased or cancelled after the effective date. Information regarding non-cash compensation expense is as follows:



|                                    |                |                    |             |                  |             |     |             |   |     |  |   |      
|----------------------------------- | -------------- | ------------------ | ----------- | ---------------- | ----------- | --- | ----------- | - | --- |  | - | -----
|                                    |                | Three Months Ended |             | Six Months Ended
|                                    | (in thousands)
|                                    | July 2,2006    |                    | July 1,2007 |                  | July 2,2006 |     | July 1,2007
|Compensation expense recognized (a) |                | $                  | 113         |                  | $           | 684 |             | $ | 226 |  | $ | 1,359

---

|(a) | Because the Company accounts for options granted during 2005 as a private company using the prospective approach, related compensation cost has not been recognized in the statements
of operations as all options granted had an exercise price equal to or greater than the fair value of the underlying units on the date of grant. Had compensation cost for the options been determined based on the grant-date fair value of awards
consistent with the method set forth in SFAS No. 123(R), the Companys net profits and losses for the periods presented would have been affected as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                    |              |                    |       |              |                  |   |             |   |  |              |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------- | ------------ | ------------------ | ----- | ------------ | ---------------- | - | ----------- | - |  | ------------ | ---- | - |  | - | ----- | -
|                                                                                                    |              | Three Months Ended |       |              | Six Months Ended |  
|                                                                                                    | July 2, 2006 |                    |       | July 1, 2007 |                  |   | July 2,2006 |   |  | July 1, 2007 |     
|                                                                                                    |              | (in thousands)     |      
|Net income (loss), as reported                                                                      |              | $                  | 3,760 |              |                  | $ | 6,274       |   |  | $            | (187 | ) |  | $ | 3,873 |  
|Deduct:                                                                                             |              |                    |       |              |                  |   |             |   |  |              |      |   |  |   |       |  
|Compensation expense on options determined under fair value based method for all awards, net of tax |              |                    | (27   | )            |                  |   | (8          | ) |  |              | (54  | ) |  |   | (31   | )
|                                                                                                    |              |                    |       |              |                  |   |             |   |  |              |      |   |  |   |       |  
|Pro forma net income                                                                                |              | $                  | 3,733 |              |                  | $ | 6,266       |   |  | $            | (241 | ) |  | $ | 3,842 |  
|                                                                                                    |              |                    |       |              |                  |   |             |   |  |              |      |   |  |   |       |  



12



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##### Table of Contents

Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



|12. | Segment Reporting
|--- | -----------------

The Company operates its
business in two primary segments. The retail segment, Stripes, operates retail convenience stores in Texas and Oklahoma that sell merchandise, prepared food and motor fuel, and also offer a variety of services including car washes, lottery, ATM,
money orders, check cashing, and pay phones. The wholesale segment, SPC (a subsidiary of Stripes), purchases fuel from a number of refiners and supplies it to the Companys retail stores, to independently-owned dealer stations under long-term
supply agreements and to other commercial consumers of motor fuel. Sales of fuel from the wholesale to retail segment are at delivered cost, including tax and freight. This amount is reflected in intercompany eliminations of fuel revenue. There are
no customers who are individually material. Amounts in the All Other column include APT, corporate overhead and other costs not allocated to the two primary segments.

Segment Financial Data for the Three Months Ended July 2, 2006

(dollars
and gallons in thousands)



|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|----------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | ------------------------ |  | - | -------- | - |  | ------ | ------ | - |  | - | ------- | -
|                                          |  | RetailSegment |         |   | WholesaleSegment |   |         | IntercompanyEliminations |  |   | AllOther |   |  | Totals |       
|Revenue:                                  |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Merchandise                               |  | $             | 94,713  |   |                  | $ |        |                          |  | $ |         |   |  | $      |       |   |  | $ | 94,713  |  
|Fuel                                      |  |               | 271,024 |   |                  |   | 499,626 |                          |  |   | (222,173 | ) |  |        |       |   |  |   | 548,477 |  
|Other                                     |  |               | 4,775   |   |                  |   | 1,045   |                          |  |   | (110     | ) |  |        | 258    |   |  |   | 5,968   |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Total revenue                             |  |               | 370,512 |   |                  |   | 500,671 |                          |  |   | (222,283 | ) |  |        | 258    |   |  |   | 649,158 |  
|Gross profit:                             |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Merchandise                               |  |               | 31,417  |   |                  |   |        |                          |  |   |         |   |  |        |       |   |  |   | 31,417  |  
|Fuel                                      |  |               | 15,520  |   |                  |   | 6,988   |                          |  |   |         |   |  |        |       |   |  |   | 22,508  |  
|Other                                     |  |               | 4,774   |   |                  |   | 1,045   |                          |  |   | (110     | ) |  |        | 47     |   |  |   | 5,756   |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Total gross profit                        |  |               | 51,711  |   |                  |   | 8,033   |                          |  |   | (110     | ) |  |        | 47     |   |  |   | 59,681  |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Selling, general, and administrative      |  |               | 42,206  |   |                  |   | 2,562   |                          |  |   | (110     | ) |  |        | 868    |   |  |   | 45,526  |  
|Depreciation, amortization, and accretion |  |               | 3,859   |   |                  |   | 1,760   |                          |  |   |         |   |  |        | 294    |   |  |   | 5,913   |  
|Other operating expenses (income)         |  |               | (263    | ) |                  |   | (10     | )                        |  |   |         |   |  |        |       |   |  |   | (273    | )
|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Operating income (loss)                   |  | $             | 5,909   |   |                  | $ | 3,721   |                          |  | $ |         |   |  | $      | (1,115 | ) |  | $ | 8,515   |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |         |  
|Gallons                                   |  |               | 101,109 |   |                  |   | 218,565 |                          |  |   | (100,702 | ) |  |        |       |   |  |   | 218,972 |  
|Total assets                              |  | $             | 275,850 |   |                  | $ | 101,681 |                          |  | $ | 3,714    |   |  | $      | 9,556  |   |  | $ | 390,801 |  
|Capital expenditures                      |  | $             | 9,188   |   |                  | $ | 561     |                          |  | $ |         |   |  | $      | 11     |   |  | $ | 9,760   |  



13



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



Segment Financial Data for the Three Months Ended July 1, 2007

(dollars and gallons in thousands)



|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|----------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | ------------------------ |  | - | -------- | - |  | ------ | ------ | - |  | - | --------- | -
|                                                                                                |  | RetailSegment |         |   | WholesaleSegment |   |         | IntercompanyEliminations |  |   | AllOther |   |  | Totals |       
|Revenue:                                                                                        |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                                                                                     |  | $             | 105,925 |   |                  | $ |        |                          |  | $ |         |   |  | $      |       |   |  | $ | 105,925   |  
|Fuel                                                                                            |  |               | 297,751 |   |                  |   | 524,133 |                          |  |   | (241,304 | ) |  |        |       |   |  |   | 580,580   |  
|Other                                                                                           |  |               | 4,976   |   |                  |   | 938     |                          |  |   | (15      | ) |  |        | 391    |   |  |   | 6,290     |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total revenue                                                                                   |  |               | 408,652 |   |                  |   | 525,071 |                          |  |   | (241,319 | ) |  |        | 391    |   |  |   | 692,795   |  
|Gross profit:                                                                                   |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                                                                                     |  |               | 34,043  |   |                  |   |        |                          |  |   |         |   |  |        |       |   |  |   | 34,043    |  
|Fuel                                                                                            |  |               | 18,352  |   |                  |   | 6,337   |                          |  |   |         |   |  |        |       |   |  |   | 24,689    |  
|Other                                                                                           |  |               | 4,977   |   |                  |   | 938     |                          |  |   | (15      | ) |  |        | (69    | ) |  |   | 5,831     |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total gross profit                                                                              |  |               | 57,372  |   |                  |   | 7,275   |                          |  |   | (15      | ) |  |        | (69    | ) |  |   | 64,563    |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Selling, general, and administrative                                                            |  |               | 44,368  |   |                  |   | 2,254   |                          |  |   | (15      | ) |  |        | 1,933  |   |  |   | 48,540    |  
|Depreciation, amortization, and accretion                                                       |  |               | 5,585   |   |                  |   | 1,135   |                          |  |   |         |   |  |        | 263    |   |  |   | 6,983     |  
|Other operating expenses (income)                                                               |  |               | (219    | ) |                  |   |        |                          |  |   |         |   |  |        | 12     |   |  |   | (207      | )
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Operating income (loss)                                                                         |  | $             | 7,638   |   |                  | $ | 3,886   |                          |  | $ |         |   |  | $      | (2,277 | ) |  | $ | 9,247     |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Gallons                                                                                         |  |               | 106,624 |   |                  |   | 224,298 |                          |  |   | (105,616 | ) |  |        |       |   |  |   | 225,306   |  
|Total assets                                                                                    |  | $             | 326,782 |   |                  | $ | 87,184  |                          |  | $ |         |   |  | $      | 28,164 |   |  | $ | 442,130   |  
|Goodwill                                                                                        |  | $             | 31,442  |   |                  | $ | 13,320  |                          |  | $ |         |   |  | $      |       |   |  | $ | 44,762    |  
|Capital expenditures                                                                            |  | $             | 15,187  |   |                  | $ | 2,537   |                          |  | $ |         |   |  | $      | 494    |   |  | $ | 18,218    |  
|                                                                                               
|Segment Financial Data for the Six Months Ended July 2, 2006 (dollars and gallons in thousands) | 
|                                                                                                |  |               |         |   |                 
|                                                                                                |  | RetailSegment |         |   | WholesaleSegment |   |         | IntercompanyEliminations |  |   | AllOther |   |  | Totals |       
|Revenue:                                                                                        |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                                                                                     |  | $             | 180,512 |   |                  | $ |        |                          |  | $ |         |   |  | $      |       |   |  | $ | 180,512   |  
|Fuel                                                                                            |  |               | 499,319 |   |                  |   | 881,015 |                          |  |   | (400,281 | ) |  |        |       |   |  |   | 980,053   |  
|Other                                                                                           |  |               | 9,730   |   |                  |   | 1,950   |                          |  |   | (221     | ) |  |        | 445    |   |  |   | 11,904    |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total revenue                                                                                   |  |               | 689,561 |   |                  |   | 882,965 |                          |  |   | (400,502 | ) |  |        | 445    |   |  |   | 1,172,469 |  
|Gross profit                                                                                    |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                                                                                     |  |               | 59,547  |   |                  |   |        |                          |  |   |         |   |  |        |       |   |  |   | 59,547    |  
|Fuel                                                                                            |  |               | 25,007  |   |                  |   | 12,230  |                          |  |   |         |   |  |        |       |   |  |   | 37,237    |  
|Other                                                                                           |  |               | 9,731   |   |                  |   | 1,948   |                          |  |   | (221     | ) |  |        | 113    |   |  |   | 11,571    |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total gross profit                                                                              |  |               | 94,285  |   |                  |   | 14,178  |                          |  |   | (221     | ) |  |        | 113    |   |  |   | 108,355   |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Selling, general, and administrative                                                            |  |               | 81,566  |   |                  |   | 4,896   |                          |  |   | (221     | ) |  |        | 1,680  |   |  |   | 87,921    |  
|Depreciation, amortization, and accretion                                                       |  |               | 8,286   |   |                  |   | 2,716   |                          |  |   |         |   |  |        | 556    |   |  |   | 11,558    |  
|Other operating expenses (income)                                                               |  |               | (267    | ) |                  |   | (10     | )                        |  |   |         |   |  |        |       |   |  |   | (277      | )
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Operating income (loss)                                                                         |  | $             | 4,700   |   |                  | $ | 6,576   |                          |  | $ |         |   |  | $      | (2,123 | ) |  | $ | 9,153     |  
|                                                                                                |  |               |         |   |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Gallons                                                                                         |  |               | 204,319 |   |                  |   | 428,932 |                          |  |   | (201,258 | ) |  |        |       |   |  |   | 431,993   |  
|Total assets                                                                                    |  | $             | 275,850 |   |                  | $ | 101,681 |                          |  | $ | 3,714    |   |  | $      | 9,556  |   |  | $ | 390,801   |  
|Capital expenditures                                                                            |  | $             | 19,532  |   |                  | $ | 1,304   |                          |  | $ |         |   |  | $      | 45     |   |  | $ | 20,881    |  



14



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



Segment Financial Data for the Six Months Ended July 1, 2007

(dollars and gallons in thousands)



|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|----------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------------------------ |  | - | -------- | - |  | ------ | ------ | - |  | - | --------- | -
|                                          |  | RetailSegment |         |   | WholesaleSegment |   | IntercompanyEliminations |  |   | AllOther |   |  | Totals |       
|Revenue:                                  |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                               |  | $             | 199,290 |   |                  | $ |                         |  | $ |         |   |  | $      |       |   |  | $ | 199,290   |  
|Fuel                                      |  |               | 522,436 |   |                  |   | 902,679                  |  |   | (415,420 | ) |  |        |       |   |  |   | 1,009,695 |  
|Other                                     |  |               | 10,034  |   |                  |   | 1,894                    |  |   | (30      | ) |  |        | 562    |   |  |   | 12,460    |  
|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total revenue                             |  |               | 731,760 |   |                  |   | 904,573                  |  |   | (415,450 | ) |  |        | 562    |   |  |   | 1,221,445 |  
|Gross profit                              |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Merchandise                               |  |               | 64,003  |   |                  |   |                         |  |   |         |   |  |        |       |   |  |   | 64,003    |  
|Fuel                                      |  |               | 30,458  |   |                  |   | 10,620                   |  |   |         |   |  |        |       |   |  |   | 41,078    |  
|Other                                     |  |               | 10,034  |   |                  |   | 1,894                    |  |   | (30      | ) |  |        | (21    | ) |  |   | 11,877    |  
|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Total gross profit                        |  |               | 104,495 |   |                  |   | 12,514                   |  |   | (30      | ) |  |        | (21    | ) |  |   | 116,958   |  
|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Selling, general, and administrative      |  |               | 85,152  |   |                  |   | 4,231                    |  |   | (30      | ) |  |        | 4,436  |   |  |   | 93,789    |  
|Depreciation, amortization, and accretion |  |               | 10,961  |   |                  |   | 2,037                    |  |   |         |   |  |        | 487    |   |  |   | 13,485    |  
|Other operating expenses (income)         |  |               | (204    | ) |                  |   |                         |  |   |         |   |  |        | 12     |   |  |   | (192      | )
|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Operating income (loss)                   |  | $             | 8,586   |   |                  | $ | 6,246                    |  | $ |         |   |  | $      | (4,956 | ) |  | $ | 9,876     |  
|                                          |  |               |         |   |                  |   |                          |  |   |          |   |  |        |        |   |  |   |           |  
|Gallons                                   |  |               | 208,417 |   |                  |   | 436,644                  |  |   | (206,377 | ) |  |        |       |   |  |   | 438,684   |  
|Total assets                              |  | $             | 326,782 |   |                  | $ | 87,184                   |  | $ |         |   |  | $      | 28,164 |   |  | $ | 442,130   |  
|Goodwill                                  |  | $             | 31,442  |   |                  | $ | 13,320                   |  | $ |         |   |  | $      |       |   |  | $ | 44,762    |  
|Capital expenditures                      |  | $             | 31,021  |   |                  | $ | 4,037                    |  | $ |         |   |  | $      | 706    |   |  | $ | 35,764    |  



|13. | Earnings Per Share
|--- | ------------------

The Company is presenting
earnings per share for the historical periods using the guidance provided in SFAS No. 128, Earnings per Share (EPS). Under SFAS No. 128, basic EPS, which excludes dilution, is computed by dividing income or loss available to common
shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common
units. Dilutive EPS includes in-the-money stock options and unvested stock using the treasury stock method. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect, and therefore
such options are excluded from the diluted EPS computation.

Per unit information is based on the weighted average number of common shares
outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options for the diluted computation.

Since the Company was organized as a partnership prior to its IPO in October 2006, historical EPS for the three and six months ended July 2, 2006 is
calculated based on a denominator equal to the number of Stripes Holdings LLC Class A common units outstanding, converted to the equivalent number of shares of Company common stock using the IPO exchange ratio.

Units not included in the denominator for basic EPS, but evaluated for inclusion in the denominator for diluted EPS, included options granted under the
Stripes Option Plan and the Class B unvested units, both of which were converted to their post-IPO equivalent, and the new options and restricted shares granted under the 2006 Equity Incentive Plan. (see Note 11)



15



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Susser Holdings Corporation

Notes to Consolidated Financial Statements (continued)

Unaudited



A reconciliation of the numerators and denominators of the basic and diluted per share computations
is as follows (in thousands, except share and per share data):



|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --------- | ---------------- | - | ------------ |  | - | ------------ | - |  | - | ----------
|                                                                                                                                                              |  | Three Months Ended     |           | Six Months Ended
|                                                                                                                                                              |  | July 2, 2006           |           | July 1, 2007     |   | July 2, 2006 |  |   | July 1, 2007
|                                                                                                                                                              |  | (dollars in thousands)
|Net income available to common shareholders                                                                                                                   |  | $                      | 3,760     |                  | $ | 6,274        |  | $ | (187         | ) |  | $ | 3,873     
|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Denominator for basic earnings per shareweighted average number of common shares outstanding during the period                                               |  |                        | 9,230,404 |                  |   | 16,705,404   |  |   | 9,230,404    |   |  |   | 16,705,404
|Incremental common shares attributable to exercise of outstanding dilutive options and restricted shares                                                      |  |                        | 63,560    |                  |   | 60,800       |  |   |             |   |  |   | 64,521    
|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Denominator for diluted earnings per common share                                                                                                             |  |                        | 9,293,964 |                  |   | 16,766,204   |  |   | 9,230,404    |   |  |   | 16,769,925
|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Net income (loss) per share                                                                                                                                   |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Per common share  basic                                                                                                                                      |  | $                      | 0.41      |                  | $ | 0.38         |  | $ | (0.02        | ) |  | $ | 0.23      
|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Per common share  diluted                                                                                                                                    |  | $                      | 0.40      |                  | $ | 0.37         |  | $ | (0.02        | ) |  | $ | 0.23      
|                                                                                                                                                              |  |                        |           |                  |   |              |  |   |              |   |  |   |           
|Options and non-vested restricted shares not included in diluted net income (loss) available to common shareholders because the effect would
be anti-dilutive |  |                        |          |                  |   | 1,021,992    |  |   | 350,171      |   |  |   | 1,023,749 



16



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to our company is contained in our Annual Report on Form 10-K, including the audited consolidated
financial statements for the fiscal year ended December 31, 2006. Our fiscal year contains either 52 or 53 weeks and ends on the Sunday closest to December 31. All references to the second quarter of 2006 and 2007 refer to the 13-week
periods ended July 2, 2006 and July 1, 2007, respectively. All references to the first half of 2006 and 2007 refer to the 26-week periods ended July 2, 2006 and July 1, 2007, respectively. EBITDA and Adjusted EBITDA are non-GAAP
financial measures of performance and liquidity that have limitations and should not be considered as a substitute for net income or cash provided by (used in) operating activities  please see footnote 1 under Key Operating Metrics
below for a discussion of our use of EBITDA and Adjusted EBITDA in this Managements Discussion and Analysis of Financial Condition and Results of Operations and a reconciliation to net income and cash provided by (used in)
operating activities for the periods presented.

Forward-Looking Statements

This report, including without limitation, our discussion and analysis of our financial condition and results of operations, contains statements that we
believe are forward-looking statements. These forward-looking statements generally can be identified by use of phrases such as believe, plan, expect, anticipate, intend,
forecast or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings, costs of our store rebranding initiatives, expansion of our
foodservice offerings, potential acquisitions, and potential new store openings and dealer locations, are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks
and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:



| |  |  | Competitive pressures from convenience stores, gasoline stations, other non-traditional retailers located in our markets, and other wholesale fuel distributors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in economic conditions generally and in the markets we serve;
| | - |  | ---------------------------------------------------------------------



| |  |  | Volatility in crude oil and wholesale motor fuel costs;
| | - |  | -------------------------------------------------------



| |  |  | Political conditions in crude oil producing regions, including South America and the Middle East;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Wholesale cost increases of tobacco products, or future legislation or campaigns to discourage smoking;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Adverse publicity concerning food quality, food safety or other health concerns related to our restaurant facilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | Consumer behavior, travel and tourism trends;
| | - |  | ---------------------------------------------



| |  |  | Devaluation of the Mexican peso or imposition of restrictions on access of Mexican citizens to the United States;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Unfavorable weather conditions;
| | - |  | -------------------------------



| |  |  | Changes in state and federal environmental and other regulations;
| | - |  | -----------------------------------------------------------------



| |  |  | Dependence on one principal supplier for merchandise, two principal suppliers for gasoline and one principal provider for the transportation of substantially all of
our motor fuel;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial leverage and debt covenants;
| | - |  | --------------------------------------



| |  |  | Changes in the credit ratings assigned to our debt securities, credit facilities and trade credit;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Inability to identify, acquire and integrate new stores;
| | - |  | --------------------------------------------------------



| |  |  | Dependence on senior management;
| | - |  | --------------------------------



| |  |  | Acts of war and terrorism; and
| | - |  | ------------------------------



| |  |  | Other unforeseen factors.
| | - |  | -------------------------

For a
discussion of these and other risks and uncertainties, please refer to Item 1A. Risk Factors in Part II of this document, and those contained in our Annual Report on Form 10-K for the year ended December 31, 2006. The list of
factors that could affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent
uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the date hereof. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we
may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.



17



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##### Table of Contents

Overview

We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel distributor by gallons in Texas. Our operations include retail convenience stores and
wholesale motor fuel distribution. As of July 1, 2007, our retail segment operated 329 convenience stores in Texas and Oklahoma, offering merchandise, foodservice, motor fuel and other services. During the three and six months ended
July 1, 2007, we purchased 225.3 million and 438.7 gallons of branded and unbranded motor fuel from refiners and distributed it to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience
stores and commercial users. Our total revenues, net income and Adjusted EBITDA for the second quarter 2007 were $692.8 million, $6.3 million and $16.7 million, respectively, compared to $649.2 million, $3.8 million and $14.4 million, respectively,
for the second quarter 2006. Our total revenues, net income (loss) and Adjusted EBITDA for the first half 2007 were $1,221.4 million, $3.9 million and $24.5 million, respectively, compared to $1,172.5 million, $(0.2) million and $21.0 million,
respectively, for the first half 2006. Our business is seasonal, and we generally experience higher sales and profitability in the second and third quarters during the summer activity months, and lowest during the winter months. For a description of
our results of operations on a quarterly basis see Quarterly Results of Operations and Seasonality of this Item 2.

On
July 28, 2006, we entered into a new fuel supply agreement with Valero Marketing and Supply Company to supply all of our retail stores and certain wholesale locations that were supplied by CITGO. The agreement expires July 31, 2018,
but subsequently provides for automatic one-year renewals unless cancelled by either party upon 365 days notice. In connection with this new supply agreement, during the first quarter of 2007 we completed the rebranding of all of our existing
retail stores supplied by CITGO to the Valero or Shamrock brand, or to the Stripes brand. Shamrock and Stripes branded retail locations are also being supplied by Valero under this agreement.

In addition to the fuel rebranding initiative, we also completed the retail store rebranding from Circle K to Stripes during the first quarter of 2007,
and are pleased with the results. We paid royalty expense of $3.6 million in fiscal 2006, which is eliminated beginning in the second quarter of 2007.

Key factors influencing operations during the first half of 2007 included:



| |  |  | The conversion of nearly 100 sites from CITGO to Valero
| | - |  | -------------------------------------------------------



| |  |  | Finalizing the conversion from Circle K to Stripes
| | - |  | --------------------------------------------------



| |  |  | Unseasonably cool, wet weather during the early part of the year
| | - |  | ----------------------------------------------------------------



| |  |  | Continued success with respect to new store development
| | - |  | -------------------------------------------------------



| |  |  | A $10 per carton cigarette tax increase in Texas which occurred on January 1, 2007 and a $1.00 increase in manufacturers cost which occurred in December
2006
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A significant increase in the price of motor fuel during the period
| | - |  | -------------------------------------------------------------------

The impact of these factors are explained in more detail throughout this document.

During the second
quarter of 2007, we opened five new large-format convenience stores and closed one smaller store, bringing the total store count at July 1 to 329. We have opened a total of eight new stores this year, including one in August, and currently have
another seven under construction. An estimated 18 to 22 new retail stores are planned for all of 2007, and substantially all of these stores are expected to include a Laredo Taco Company restaurant. In our wholesale operations, we added six new
dealer sites and discontinued three during the second quarter, for a total of 374 dealer sites in operation at the end of the second quarter. We expect to add 25 to 35 new dealer sites for all of 2007.



18



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##### Table of Contents

Results of Operations

The following table presents, for the periods indicated, selected items in the consolidated statements of operations as a percentage of our total revenue:



|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|-------------------------------------------- |  | ------------------ | - |  | ---------------- | - |  | ------------ | -- |  | ------------ | -
|                                             |  | Three Months Ended |   |  | Six Months Ended |  
|                                             |  | July 2, 2006       |   |  | July 1, 2007     |   |  | July 2, 2006 |    |  | July 1, 2007 |  
|Revenues:                                    |  |                    |   |  |                  |   |  |              |    |  |              |  
|Merchandise sales                            |  | 14.6               | % |  | 15.3             | % |  | 15.4         | %  |  | 16.3         | %
|Motor fuel sales                             |  | 84.5               |   |  | 83.8             |   |  | 83.6         |    |  | 82.7         |  
|Service and other revenue                    |  | 0.9                |   |  | 0.9              |   |  | 1.0          |    |  | 1.0          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Total revenues                               |  | 100.0              |   |  | 100.0            |   |  | 100.0        |    |  | 100.0        |  
|Cost of sales                                |  | 90.8               |   |  | 90.7             |   |  | 90.8         |    |  | 90.4         |  
|Gross profit:                                |  |                    |   |  |                  |   |  |              |    |  |              |  
|Merchandise                                  |  | 4.8                |   |  | 4.9              |   |  | 5.1          |    |  | 5.2          |  
|Motor fuel                                   |  | 3.5                |   |  | 3.6              |   |  | 3.2          |    |  | 3.4          |  
|Service and other gross profit               |  | 0.9                |   |  | 0.8              |   |  | 0.9          |    |  | 1.0          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Total gross profit                           |  | 9.2                |   |  | 9.3              |   |  | 9.2          |    |  | 9.6          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Selling, general and administrative expenses |  | 7.0                |   |  | 7.0              |   |  | 7.4          |    |  | 7.7          |  
|Depreciation, amortization and accretion     |  | 0.9                |   |  | 1.0              |   |  | 1.0          |    |  | 1.1          |  
|Other operating expenses                     |  | 0.0                |   |  | 0.0              |   |  | 0.0          |    |  | 0.0          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Income from operations                       |  | 1.3                |   |  | 1.3              |   |  | 0.8          |    |  | 0.8          |  
|Interest and other                           |  | 0.7                |   |  | 0.4              |   |  | 0.8          |    |  | 0.5          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Net income (loss) before tax                 |  | 0.6                |   |  | 0.9              |   |  | (0.0         | )  |  | 0.3          |  
|                                             |  |                    |   | 
|Income tax                                   |  | 0.0                |   |  | 0.0              |   |  | 0.0          |    |  | 0.0          |  
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  
|Net income (loss)                            |  | 0.6                | % |  | 0.9              | % |  | (0.0         | )% |  | 0.3          | %
|                                             |  |                    |   |  |                  |   |  |              |    |  |              |  



19



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##### Table of Contents

Key Operating Metrics

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:



|                                          |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|----------------------------------------- |  | ---------------------------------- | ------- | - | ---------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | --------- | -
|                                          |  | Three Months Ended                 |         |   | Six Months Ended |  
|                                          |  | July 2, 2006                       |         |   | July 1, 2007     |   |         | July 2, 2006 |  |   | July 1, 2007 |  
|                                          |  | (dollars and gallons in thousands) |        
|Revenue:                                  |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Merchandise sales                         |  | $                                  | 94,713  |   |                  | $ | 105,925 |              |  | $ | 180,512      |   |  | $ | 199,290   |  
|Motor fuelretail                         |  |                                    | 271,024 |   |                  |   | 297,751 |              |  |   | 499,319      |   |  |   | 522,436   |  
|Motor fuelwholesale                      |  |                                    | 277,453 |   |                  |   | 282,829 |              |  |   | 480,734      |   |  |   | 487,259   |  
|Other                                     |  |                                    | 5,968   |   |                  |   | 6,290   |              |  |   | 11,904       |   |  |   | 12,460    |  
|                                          |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Total revenue                             |  | $                                  | 649,158 |   |                  | $ | 692,795 |              |  | $ | 1,172,469    |   |  | $ | 1,221,445 |  
|Gross profit:                             |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Merchandise                               |  | $                                  | 31,417  |   |                  | $ | 34,043  |              |  | $ | 59,547       |   |  | $ | 64,003    |  
|Motor fuelretail                         |  |                                    | 15,520  |   |                  |   | 18,352  |              |  |   | 25,007       |   |  |   | 30,458    |  
|Motor fuelwholesale                      |  |                                    | 6,988   |   |                  |   | 6,337   |              |  |   | 12,230       |   |  |   | 10,620    |  
|Other                                     |  |                                    | 5,756   |   |                  |   | 5,831   |              |  |   | 11,571       |   |  |   | 11,877    |  
|                                          |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Total gross profit                        |  | $                                  | 59,681  |   |                  | $ | 64,563  |              |  | $ | 108,355      |   |  | $ | 116,958   |  
|Adjusted EBITDA (1):                      |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Retail                                    |  | $                                  | 9,505   |   |                  | $ | 13,004  |              |  | $ | 12,719       |   |  | $ | 19,343    |  
|Wholesale                                 |  |                                    | 5,473   |   |                  |   | 5,021   |              |  |   | 9,282        |   |  |   | 8,283     |  
|Other                                     |  |                                    | (549    | ) |                  |   | (1,335  | )            |  |   | (1,001       | ) |  |   | (3,131    | )
|                                          |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Total Adjusted EBITDA                     |  | $                                  | 14,429  |   |                  | $ | 16,690  |              |  | $ | 21,000       |   |  | $ | 24,495    |  
|                                          |  |                                    |         |  
|Retail merchandise margin                 |  |                                    | 33.2    | % |                  |   | 32.1    | %            |  |   | 33.0         | % |  |   | 32.1      | %
|Merchandise same store sales growth       |  |                                    | 4.8     | % |                  |   | 6.4     | %            |  |   | 4.9          | % |  |   | 5.7       | %
|Average per retail store:                 |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Merchandise sales                         |  | $                                  | 298.5   |   |                  | $ | 325.6   |              |  | $ | 567.1        |   |  | $ | 614.1     |  
|Motor fuel gallons                        |  |                                    | 320.6   |   |                  |   | 330.8   |              |  |   | 645.9        |   |  |   | 648.3     |  
|Motor fuel gallons sold:                  |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Retail                                    |  |                                    | 101,109 |   |                  |   | 106,624 |              |  |   | 204,318      |   |  |   | 208,417   |  
|Wholesale                                 |  |                                    | 117,863 |   |                  |   | 118,682 |              |  |   | 227,674      |   |  |   | 230,267   |  
|Average retail price of motor fuel        |  | $                                  | 2.68    |   |                  | $ | 2.79    |              |  | $ | 2.44         |   |  | $ | 2.51      |  
|Motor fuel gross profit cents per gallon: |  |                                    |         |   |                  |   |         |              |  |   |              |   |  |   |           |  
|Retail                                    |  |                                    | 15.35   | ¢ |                  |   | 17.21   | ¢            |  |   | 12.24        | ¢ |  |   | 14.61     | ¢
|Wholesale                                 |  |                                    | 5.93    | ¢ |                  |   | 5.34    | ¢            |  |   | 5.37         | ¢ |  |   | 4.61      | ¢

---

|(1) | We define EBITDA as net income before net interest expense, income taxes and depreciation, amortization and accretion. Adjusted EBITDA further adjusts EBITDA by excluding
cumulative effect of changes in accounting principles, discontinued operations, non-cash stock based compensation expense, and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing
core operations, such as significant non-recurring transaction expenses and the gain or loss on disposal of assets and impairment charges. In addition, those expenses that we have excluded from our presentation of Adjusted EBITDA (along with our
royalty expenses, marketing expenses, management fees and other items) are also excluded in measuring our covenants under our revolving credit facility and the indenture governing our senior notes.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because:



| |  |  | it is used as a performance and liquidity measure under our subsidiaries revolving credit facility and the indenture governing our senior notes, including for
purposes of determining whether they have satisfied certain financial performance maintenance covenants and our ability to borrow additional indebtedness and pay dividends;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | it facilitates managements ability to measure operating performance of our business because it assists us in comparing our operating performance on a
consistent basis since it removes the impact of items not directly resulting from our retail convenience stores and wholesale motor fuel distribution operations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it is used by our management for internal planning purposes, including aspects of our consolidated operating budget, capital expenditures, as well as for segment
and individual site operating targets; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it is used by our board of directors and management for determining certain management compensation targets and thresholds.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to net income as a measure of operating performance
or to cash flows from operating activities as a measure of liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under
GAAP. Some of these limitations include:



| |  |  | they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | they do not reflect changes in, or cash requirements for, working capital;
| | - |  | --------------------------------------------------------------------------



| |  |  | they do not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or
senior notes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | they do not reflect payments made or future requirements for income taxes;
| | - |  | --------------------------------------------------------------------------



| |  |  | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and
Adjusted EBITDA do not reflect cash requirements for such replacements; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | because not all companies use identical calculations, our presentation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other
companies.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21



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##### Table of Contents

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA:



|                                          |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|----------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ----------- |  | - | ----------- | - |  | - | ------ | -
|                                          |  | Three Months Ended |        |   | Six Months Ended |  
|                                          |  | July 2, 2006       |        |   | July 1,2007      |   |        | July 2,2006 |  |   | July 1,2007 |  
|                                          |  |                    |        |   | (in thousands)   |   |        |             | 
|Net income                                |  | $                  | 3,760  |   |                  | $ | 6,274  |             |  | $ | (187        | ) |  | $ | 3,873  |  
|Depreciation, amortization, and accretion |  |                    | 5,913  |   |                  |   | 6,983  |             |  |   | 11,558      |   |  |   | 13,485 |  
|Interest expense, net                     |  |                    | 4,671  |   |                  |   | 2,927  |             |  |   | 9,418       |   |  |   | 5,786  |  
|Income tax expense                        |  |                    |       |   |                  |   | 120    |             |  |   |            |   |  |   | 380    |  
|                                          |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|EBITDA                                    |  | $                  | 14,344 |   |                  | $ | 16,304 |             |  | $ | 20,789      |   |  | $ | 23,524 |  
|                                          |  |                    |        |  
|Non-cash stock based compensation         |  |                    | 113    |   |                  |   | 684    |             |  |   | 226         |   |  |   | 1,359  |  
|Management fee                            |  |                    | 175    |   |                  |   |       |             |  |   | 373         |   |  |   |       |  
|Gain on disposal of assets                |  |                    | (273   | ) |                  |   | (207   | )           |  |   | (277        | ) |  |   | (192   | )
|Other miscellaneous                       |  |                    | 70     |   |                  |   | (91    | )           |  |   | (111        | ) |  |   | (196   | )
|                                          |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  
|Adjusted EBITDA                           |  | $                  | 14,429 |   |                  | $ | 16,690 |             |  | $ | 21,000      |   |  | $ | 24,495 |  
|                                          |  |                    |        |   |                  |   |        |             |  |   |             |   |  |   |        |  

The following table presents a reconciliation of net cash provided by operating activities to
EBITDA and Adjusted EBITDA:



|                                               |  |                  |        |   |              |   |        |  
|---------------------------------------------- |  | ---------------- | ------ | - | ------------ | - | ------ | -
|                                               |  | Six Months Ended |       
|                                               |  | July 2, 2006     |        |   | July 1, 2007 |  
|                                               |  | (in thousands)   |       
|Net cash provided by operating activities      |  | $                | 17,372 |   |              | $ | 16,034 |  
|Changes in operating assets & liabilities      |  |                  | (6,094 | ) |              |   | 2,519  |  
|Gain on disposal of assets                     |  |                  | 277    |   |              |   | 192    |  
|Non-cash stock based compensation expense      |  |                  | (226   | ) |              |   | (1,359 | )
|Minority interest                              |  |                  | (26    | ) |              |   | (28    | )
|Fair market value in nonqualifying derivatives |  |                  | 68     |   |              |   |       |  
|Income taxes                                   |  |                  |       |   |              |   | 380    |  
|Interest expense, net                          |  |                  | 9,418  |   |              |   | 5,786  |  
|                                               |  |                  |        |   |              |   |        |  
|EBITDA                                         |  | $                | 20,789 |   |              | $ | 23,524 |  
|Non-cash stock based compensation              |  |                  | 226    |   |              |   | 1,359  |  
|Management fee                                 |  |                  | 373    |   |              |   |       |  
|Gain on disposal of assets                     |  |                  | (277   | ) |              |   | (192   | )
|Other miscellaneous                            |  |                  | (111   | ) |              |   | (196   | )
|                                               |  |                  |        |   |              |   |        |  
|Adjusted EBITDA                                |  | $                | 21,000 |   |              | $ | 24,495 |  
|                                               |  |                  |        |   |              |   |        |  



22



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##### Table of Contents

The following table presents a reconciliation of our segment operating income to EBITDA and Adjusted
EBITDA:



|                                                        |  |                                 |        |   |                                    |   |                            |             |  |                        |             |   |             |   |       |             |   |        |             |  |   |             |   |  |   |        |   |  |   |        |  
|------------------------------------------------------- |  | ------------------------------- | ------ | - | ---------------------------------- | - | -------------------------- | ----------- |  | ---------------------- | ----------- | - | ----------- | - | ----- | ----------- | - | ------ | ----------- |  | - | ----------- | - |  | - | ------ | - |  | - | ------ | -
|                                                        |  | Retail Segment Six Months Ended |        |   | Wholesale Segment Six Months Ended |   | All Other Six Months Ended |             |  | Total Six Months Ended |            
|                                                        |  | July 2, 2006                    |        |   | July 1,2007                        |   |                            | July 2,2006 |  |                        | July 1,2007 |   | July 2,2006 |   |       | July 1,2007 |   |        | July 2,2006 |  |   | July 1,2007 |  
|                                                        |  | (in thousands)                  |       
|Operating income (loss)                                 |  | $                               | 4,700  |   |                                    | $ | 8,586                      |             |  | $                      | 6,576       |   |             | $ | 6,246 |             | $ | (2,123 | )           |  | $ | (4,956      | ) |  | $ | 9,153  |   |  | $ | 9,876  |  
|Depreciation, amortization, and accretion               |  |                                 | 8,286  |   |                                    |   | 10,961                     |             |  |                        | 2,716       |   |             |   | 2,037 |             |   | 556    |             |  |   | 487         |   |  |   | 11,558 |   |  |   | 13,485 |  
|Other miscellaneous                                     |  |                                 |       |   |                                    |   |                           |             |  |                        |            |   |             |   |      |             |   | 111    |             |  |   | 196         |   |  |   | 111    |   |  |   | 196    |  
|Minority interest                                       |  |                                 |       |   |                                    |   |                           |             |  |                        |            |   |             |   |      |             |   | (33    | )           |  |   | (33         | ) |  |   | (33    | ) |  |   | (33    | )
|                                                        |  |                                 |        |   |                                    |   |                            |             |  |                        |             |   |             |   |       |             |   |        |             |  |   |             |   |  |   |        |   |  |   |        |  
|EBITDA                                                  |  |                                 | 12,986 |   |                                    |   | 19,547                     |             |  |                        | 9,292       |   |             |   | 8,283 |             |   | (1,489 | )           |  |   | (4,306      | ) |  |   | 20,789 |   |  |   | 23,524 |  
|Non-cash stock based compensation                       |  |                                 |       |   |                                    |   |                           |             |  |                        |            |   |             |   |      |             |   | 226    |             |  |   | 1,359       |   |  |   | 226    |   |  |   | 1,359  |  
|Management fee                                          |  |                                 |       |   |                                    |   |                           |             |  |                        |            |   |             |   |      |             |   | 373    |             |  |   |            |   |  |   | 373    |   |  |   |       |  
|                                                        |  |                                 |        |   |                                    |   |                            |            
|Loss (gain) on disposal of assets and impairment charge |  |                                 | (267   | ) |                                    |   | (204                       | )           |  |                        | (10         | ) |             |   |      |             |   |       |             |  |   | 12          |   |  |   | (277   | ) |  |   | (192   | )
|Other operating expenses                                |  |                                 |       |   |                                    |   |                           |             |  |                        |            |   |             |   |      |             |   | (111   | )           |  |   | (196        | ) |  |   | (111   | ) |  |   | (196   | )
|                                                        |  |                                 |        |   |                                    |   |                            |             |  |                        |             |   |             |   |       |             |   |        |             |  |   |             |   |  |   |        |   |  |   |        |  
|Adjusted EBITDA                                         |  | $                               | 12,719 |   |                                    | $ | 19,343                     |             |  | $                      | 9,282       |   |             | $ | 8,283 |             | $ | (1,001 | )           |  | $ | (3,131      | ) |  | $ | 21,000 |   |  | $ | 24,495 |  
|                                                        |  |                                 |        |   |                                    |   |                            |             |  |                        |             |   |             |   |       |             |   |        |             |  |   |             |   |  |   |        |   |  |   |        |  

Second Quarter 2007 Compared to Second Quarter 2006

The following discussion of results for second quarter 2007 compared to second quarter 2006 compares the 13-week period of operations ended July 1,
2007, of Susser Holdings Corporation, to the 13-week period of operations ended July 2, 2006, of Stripes Holdings LLC. Susser Holdings Corporation became the parent company of Stripes Holdings LLC in October 2006, concurrent with the completion
of our initial public offering. There was no impact on our core retail and wholesale operations, and therefore the results of operations for these two periods are comparable.

Total Revenue. Total revenue for second quarter 2007 was $692.8 million, an increase of $43.6 million, or 6.7%, over 2006. The increase in
total revenue was driven by an 11.8% increase in merchandise sales, and a 9.9% increase in retail fuel revenue as further discussed below.

Total Gross Profit. Total gross profit for second quarter 2007 was $64.6 million, an increase of $4.9 million, or 8.2%, over 2006. The increase was primarily attributable to increases in merchandise sales and retail fuel gross
profit.

Merchandise Sales and Gross Profit. Merchandise sales were $105.9 million for 2007, an $11.2 million, or 11.8%,
increase over 2006. Our performance was due to a 6.4% merchandise same store sales increase, accounting for $5.8 million of the increase, with the balance due primarily to the addition of 16 new retail stores during fiscal 2006 and seven in first
half 2007. Key categories contributing to the same store sales increase were cigarettes, Laredo Taco Company (LTC), beer and snacks. The increase in cigarette sales dollars was primarily due to a $1 per pack increase in cigarette tax in Texas
effective January 1, 2007, which we were generally able to pass through to customers, which results in similar gross profit cents per pack, but reduces the gross margin percentage. LTC sales have increased due to the net increase of nineteen
new kitchens and mini-kitchens since June 2006 and growth at existing units. Merchandise gross profit was $34.0 million for 2007, a $2.6 million, or 8.4%, increase over 2006, which was driven by the increase in merchandise sales offset by a slight
decline in gross profit margin from 33.2% to 32.1%. The decline in gross profit margin was largely driven by a 410 basis point decline in cigarette margins, from 21.5% in 2006 to 17.4% in 2007, due to the effect of the tax increase. Our merchandise
margins do not include other income.



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Retail Motor Fuel Sales, Gallons and Gross Profit. Retail sales of motor fuel for 2007 were
$297.8 million, an increase of 9.9% from 2006, driven by a 5.5% increase in retail gallons sold. Average gallons per retail site increased by 3.2%. Retail motor fuel gross profit increased by 18.2% over 2006, as gross profit per gallon was 17.2
cents in 2007 compared to 15.4 cents in 2006.

Wholesale Motor Fuel Sales, Gallons and Gross Profit. Wholesale motor fuel
revenues to third parties for the second quarter of 2007 were $282.8 million, a 1.9% increase over 2006. The increase was attributable to a 0.7% increase in gallons sold and an increase of 1.2% in average wholesale motor fuel prices. Wholesale motor
fuel gross profit of $6.3 million decreased 9.3% from 2006 as gross profit cents per gallon decreased 10% to 5.3 cents per gallon, partly due to a change in mix reflecting the sale of 25 unattended fueling sites in second quarter 2006.

Other Revenue and Gross Profit.Other revenue of $6.3 million for second quarter 2007 increased by 5.4% over 2006. Gross profit
associated with other revenue was $5.8 million, an increase of 1.3% over 2006. The retail segment had other revenue of $5.0 million in 2007 compared to $4.8 million in 2006. Retail segment other gross profit was $5.0 million and $4.8 million in 2007
and 2006, respectively, as we record these service revenues on a net basis. The increase over last year was partially driven by an increase in income from ATM (due to a new program which began late in 2006) and prepaid services. The ATM and prepaid
services increases were partly offset by declines in payphone and money order income. Other revenues and related gross profit for the wholesale segment were $0.9 million in 2007 and $1.0 million in 2006.

Personnel Expense. The largest component of our operating expense is retail store personnel expense. For the second quarter 2007, personnel
expense was $19.6 million, an increase of $2.0 million, or 11.4%, over 2006. The increase in personnel expense was primarily attributable to our new store openings, which all have restaurants requiring incremental labor. Additionally, our restaurant
sales, which require proportionally more labor, are growing at a higher rate than our other merchandise sales categories and therefore are contributing to the increase in personnel expense.

General and Administrative Expenses. For second quarter 2007, general and administrative expenses increased by $1.1 million, or 22.2%, from
2006. The increase was primarily due to additional public company expenses of $0.6 million, such as consulting costs for implementation of Sarbanes-Oxley compliance, and a $0.6 million increase in non-cash stock based compensation expense related to
options granted in October 2006.

Other Operating Expenses. Other operating expenses increased by $0.3 million, or 1.8% from
2006. Decreases in credit card costs of approximately $0.9 million offset increased operating costs of the additional 16 stores.

Rent Expense. Rent expense for second quarter 2007 of $6.1 million was $0.6 million or 10.5% higher than 2006 due primarily to rent expense on additional leased stores.

Royalty Expense. Royalty expense was completely eliminated beginning in second quarter 2007, following completion of the conversion from
the Circle K brand to our proprietary Stripes brand. Royalty expense for second quarter 2006 was $1.0 million.

Depreciation,
Amortization and Accretion. Depreciation and amortization expense for second quarter 2007 of $7.0 million was up $1.1 million or 18.1% from 2006 due to the new stores opened in 2006, and the related effects of finalizing purchase accounting
in late 2006 for the December 2005 recapitalization transactions.

Income from Operations. Income from operations for second
quarter 2007 was $9.2 million, compared to $8.5 million for 2006. The increase is attributed to the increases in gross profit, partially offset by the increases in operating expenses, as described above.

Interest Expense, Net. Net interest expense for second quarter 2007 was $2.9 million, a decrease of $1.7 million from 2006 due to the
redemption of $50 million of the 10 5/8% senior notes in November 2006.

Income Tax.We became a taxable entity on
October 24, 2006. Additionally, effective January 1, 2007, the state of Texas implemented a tax based on gross margin to replace the previous franchise tax system, and this tax has been determined to be an income tax for financial
statement presentation. Income tax accrued for second quarter 2007 was $0.1 million, which was attributed to the state margin tax. There was no tax expense in second quarter 2006. See Note 9 of the accompanying Notes to Consolidated Financial
Statements for further discussion of our income tax provision.



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Net Income. We recorded net income for the second quarter 2007 of $6.3 million, compared to
net income of $3.8 million for 2006. The improvement is primarily due to the changes in operating income and interest expense, as discussed above.

Adjusted EBITDA.Adjusted EBITDA for second quarter 2007 was $16.7 million, an increase of $2.3 million, or 15.7%, compared to 2006. The increase is primarily due to the increase in gross profit, offset by the
additional $1.1 million in general and administrative expenses and $2.0 million in increased personnel expenses. Retail segment Adjusted EBITDA of $13.0 million increased by $3.5 million, or 36.8% compared to 2006, primarily due to increases in fuel
and merchandise gross profit. Wholesale segment Adjusted EBITDA of $5.0 million decreased by $0.5 million, or 8.3%, from 2006 primarily due to the decrease in motor fuel gross profit.

First Half 2007 Compared to First Half 2006

The following discussion of results for first half 2007
compared to first half 2006 compares the 26-week period of operations ended July 1, 2007, of Susser Holdings Corporation, to the 26-week period of operations ended July 2, 2006, of Stripes Holdings LLC.

Total Revenue. Total revenue for first half 2007 was $1,221.4 million, an increase of $49.0 million, or 4.2%, over 2006. The increase in
total revenue was driven by a 10.4% increase in merchandise sales and a 4.6% increase in retail motor fuel sales.

Total Gross
Profit. Total gross profit for first half 2007 was $117.0 million, an increase of $8.6 million, or 7.9%, over 2006. The increase was primarily attributable to increases in merchandise sales and retail motor fuel margins as further discussed
below.

Merchandise Sales and Gross Profit. Merchandise sales were $199.3 million for 2007, an $18.8 million, or 10.4%,
increase over 2006. Our performance was due to a 5.7% merchandise same store sales increase, accounting for $9.9 million of the increase, with the balance due to the addition of 16 new retail stores during 2006 and seven in first half 2007. Key
categories contributing to the same store sales increase were cigarettes, Laredo Taco Company, beer and snacks. Merchandise gross profit was $64.0 million for 2007, a $4.5 million, or 7.5%, increase over 2006, which was driven by the increase in
merchandise sales. Merchandise margins were 32.1%, down from 33.0% in 2006. The decline in gross profit margin was largely driven by a 430 basis point decline in cigarette margins, from 21.5% in 2006 to 17.2% in 2007, due to the effect of the tax
increase. Our merchandise margins do not include other income.

Retail Motor Fuel Sales, Gallons and Gross Profit. Retail
sales of motor fuel for 2007 were $522.4 million, an increase of 4.6% over 2006, driven by a 2.6% increase in the average retail price of motor fuel and a 2.0% increase in retail gallons sold. The increase in gallons was attributable to a 0.4%
increase in average gallons per site and the opening of 16 new retail stores in 2006 and seven to date in 2007. Retail motor fuel gross profit increased by 21.8% over 2006 due to the additional gallons and an increase in the gross profit per gallon.
Gross profit cents per gallon of 14.6 cents was 19.4% higher than 2006.

Wholesale Motor Fuel Sales, Gallons and Gross
Profit. Wholesale motor fuel revenues to third parties for 2007 were $487.3 million, a 1.4% increase over 2006. Wholesale motor fuel gross profit of $10.6 million decreased 13.2% from 2006 as gross profit cents per gallon decreased to 4.6
cents for 2007 compared to 5.4 cents for 2006. The decrease was partly due to a change in mix reflecting the sale of 25 unattended fueling sites in second quarter 2006.

Other Revenue and Gross Profit.Other revenue of $12.5 million for first half 2007 increased by 4.7% over 2006. Gross profit associated with other revenue was $11.9 million, an increase of 2.6% over
2006. The retail segment reported other revenue of $10.0 million in 2007 compared to $9.7 million in 2006. Retail segment other gross profit was $10.0 million and $9.7 million, respectively, as we record these service revenues on a net basis. The
increase over last year was primarily driven by an increase in ATM income due to a new program that began in late 2006. Other revenues and related gross profit for the wholesale segment were approximately $1.9 million in both 2006 and 2007.

Personnel Expense. The largest component of our operating expense is retail store personnel expense. For first half 2007,



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personnel expense was $37.9 million, an increase of $3.5 million, or 10.3%, over 2006. The increase in personnel expense was primarily attributable to our
new store openings, which all have restaurants requiring incremental labor. Additionally, our restaurant sales, which require proportionately more labor, are growing at a much higher rate than our other merchandise sales and therefore are
contributing to the increase in personnel expense.

General and Administrative Expenses. For first half 2007, general and
administrative expenses increased by $2.8 million, or 30.1%, over 2006. The increase was primarily due to additional public company expenses of $1.1 million, such as consulting costs for Sarbanes-Oxley compliance, and a $1.1 million increase in
non-cash stock based compensation expense over 2006 related to options granted in October 2006.

Operating Expenses.
Operating expenses increased by $0.2 million, or 0.8% over 2006. Decreases in credit card fees of $1.2 million and utilities of $0.5 million offset the increased operating costs of the new stores.

Rent Expense. Rent expense for first half 2007 of $12.1 million was $1.0 million, or 9.3%, higher than 2006, due primarily to rent expense
on additional leased stores.

Royalty Expense. Royalty expense for first half 2007 was less than $0.1 million as the
conversion from the Circle K brand to our proprietary Stripes brand was completed during the first quarter. Royalty expense for first half 2006 was $1.9 million.

Depreciation, Amortization and Accretion. Depreciation and amortization expense for first half 2007 of $13.5 million was up $1.9 million or 16.7% from 2006 due to the new stores opened in 2006, and the
related effects of finalizing purchase accounting in late 2006 for the December 2005 recapitalization transactions.

Income from
Operations. Income from operations for first half 2007 was $9.9 million, compared to $9.2 million for 2006. The increase is attributed to the increases in gross profit, partially offset by the increases in operating expenses, as described
above.

Interest Expense, Net. Net interest expense for first half 2007 was $5.8 million, a decrease of $3.6 million from
2006 due to the redemption of $50 million of the 10 5/8% senior notes in November 2006.

Income Tax. We became a taxable
entity on October 24, 2006. Additionally, effective January 1, 2007, the state of Texas implemented a tax based on gross margin to replace the previous franchise tax system, and this tax has been determined to be an income tax for
financial statement presentation. Income tax for first half 2007 was $0.4 million, which was attributed to the state margin tax. There was no tax expense in first half 2006. See Note 9 of the accompanying Notes to Consolidated Financial Statements
for further discussion of our income tax provision.

Net Income or Loss. We recorded net income for first half 2007 of $3.9
million, compared to a net loss of $(0.2) million for 2006. The increase is primarily due to the increases contributing to income from operations and the decrease in interest expense as described above.

Adjusted EBITDA.Adjusted EBITDA for first half 2007 was $24.5 million, an increase of $3.5 million, or 16.6%, compared to 2006. The
increase is primarily due to the increase in gross profit offset by the additional $2.8 million in general and administrative expenses and $3.5 million in increased personnel expenses. Retail segment Adjusted EBITDA of $19.3 million increased by
$6.6 million, or 52.0% compared to 2006, primarily due to increases in fuel and merchandise gross profit. Wholesale segment Adjusted EBITDA of $8.3 million decreased by $1.0 million, or 10.8% from 2006 primarily due to the decrease in motor fuel
gross profit.

Liquidity and Capital Resources

Cash Flows from Operations. Cash flows from operations are our main source of liquidity. We rely primarily on cash provided by operating activities, supplemented as necessary from time to time by borrowings under our revolving
credit facility, sale leaseback transactions and other financing transactions to finance our operations, to service our debt obligations, and to fund our capital expenditures. Due to the seasonal nature of our business, our operating cash flow is
typically the lowest during the first quarter of the year since (i) sales tend to be lower during the winter months; (ii) we are building inventory in preparation for spring break and summer; and (iii) we pay certain annual operating
expenses during the first quarter. The summer months are our peak sales months, and therefore our operating cash flow tends to be the highest during the third quarter.



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Cash flows from operations were $17.4 million and $16.0 million for the first six months of 2006 and
2007, respectively. The change in our cash provided from operating activities for the respective periods was primarily attributable to changes in working capital. Our daily capital requirements fluctuate within each month, primarily in response to
the timing of motor fuel tax, sales tax and rent payments. We had $19.6 million of cash and cash equivalents on hand at July 1, 2007 compared to $9.3 million at July 2, 2006, and $32.9 million at December 31, 2006.

Capital Expenditures. Capital expenditures, before any sale/leasebacks and asset dispositions, were $9.8 million and $18.2 million during
the second quarter of 2006 and 2007, respectively, and $20.9 million and $35.8 million during the first half of 2006 and 2007, respectively. During second quarter 2007 we completed a $5.6 million sale leaseback transaction and we intend to complete
an additional $30 to $40 million in sale leaseback transactions for the balance of the year to finance capital expenditures. We opened five new retail stores and closed one retail store during second quarter 2007, bringing our store count to 329 as
of July 1, 2007. We opened one more retail store in the second week of August 2007, and currently have another seven stores under construction. We expect to open a total of 18 to 22 new retail stores during 2007. In July 2007 we acquired 17 of
our retail stores from three landlords pursuant to purchase options in the underlying leases for a total of $6.5 million. During fiscal 2007, we plan to invest approximately $40 to $50 million (net of approximately $35 to $45 million of lease
financing) in new retail stores, new dealer projects and maintenance and upgrade of our existing facilities, including the rebranding to Stripes and Valero. We plan to finance our capital spending plan with cash flow from operations, cash balances,
borrowings under the revolving credit facility and additional lease financing.

Following is a summary of our recent operating site
additions and closures by segment:



|                              |  |                                    |   |  |                                 |   |  |                               |  
|----------------------------- |  | ---------------------------------- | - |  | ------------------------------- | - |  | ----------------------------- | -
|                              |  | Fiscal Year Ended December 31,2006 |   |  | Three Months Ended July 1, 2007 |   |  | Six Months Ended July 1, 2007 |  
|Retail stores:                |  |                                    |   |  |                                 |   |  |                               |  
|Number at beginning of period |  | 319                                |   |  | 325                             |   |  | 325                           |  
|New stores                    |  | 16                                 |   |  | 5                               |   |  | 7                             |  
|Closed stores                 |  | (10                                | ) |  | (1                              | ) |  | (3                            | )
|                              |  |                                    |   |  |                                 |   |  |                               |  
|Number at end of period       |  | 325                                |   |  | 329                             |   |  | 329                           |  
|                              |  |                                    |   |  |                                 |   |  |                               |  
|Wholesale dealer locations:   |  |                                    |   |  |                                 |   |  |                               |  
|Number at beginning of period |  | 346                                |   |  | 371                             |   |  | 367                           |  
|New locations                 |  | 30                                 |   |  | 6                               |   |  | 12                            |  
|Closed locations              |  | (9                                 | ) |  | (3                              | ) |  | (5                            | )
|                              |  |                                    |   |  |                                 |   |  |                               |  
|Number at end of period       |  | 367                                |   |  | 374                             |   |  | 374                           |  
|                              |  |                                    |   |  |                                 |   |  |                               |  

We completed our rebranding initiative, in which we converted our stores from the Circle K brand
to the Stripes brand, during the first quarter of 2007. We spent approximately $8 million on this initiative, of which $4.5 million was spent in 2006 and the balance in 2007. We paid $3.6 million in royalty expense for the use of the Circle K brand
for the twelve months ended December 31, 2006. Royalty expense for the first quarter of 2007 was $66 thousand as we completed the rebranding, and is eliminated beginning the second quarter of 2007.

We also completed our fuel island rebranding project during the first quarter of 2007, in which we replaced CITGO supply of motor fuel with Valero at
approximately 305 retail stores, in addition to some of our wholesale supply sites. We were responsible for the capital cost of rebranding each location, which totaled $11.4 million. We spent $8.1 million during 2006 and the balance during 2007.

Cash Flows from Financing Activities. At July 1, 2007, our outstanding long-term debt was $120.0 million. We did not
enter into any significant new financing activities during the first half of 2007.



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Revolving Credit Facility. At December 31, 2006 and July 1, 2007, we had no
outstanding draws under our $50.0 million revolving credit facility. Letters of credit amounted to $2.8 million, resulting in approximately $47.2 million of available borrowing capacity as of July 1, 2007. We are currently in compliance with
all of the covenants related to this facility.

Senior Notes. On December 21, 2005, Susser Holdings, L.L.C. and a
subsidiary, Susser Finance Corporation sold $170.0 million of 10 5/8% senior unsecured notes due December 15, 2013. Interest on the senior notes is due on June 15 and December 15 of each year.

We used a portion of the proceeds from our October 24, 2006 initial public offering to redeem $50.0 million of the Senior Notes, plus accrued and
unpaid interest of $2.3 million and premium of $5.3 million. The redemption was completed on November 24, 2006. In January 2007, we completed an exchange of each of the Senior Notes for a new issue of debt securities registered under the
Securities Act, with terms identical to those of the Senior Notes (except for provisions relating to transfer restrictions and payment of additional interest). We are currently in compliance with all of the covenants in the indenture.

Properties.We completed a sale/leaseback of 74 properties in December 2005, five properties in December 2006 and two properties in May
2007. Most of our leases are net leases requiring us to pay taxes, insurance and maintenance costs. We believe that no individual site is material to us. The following table summarizes the number of owned and leased properties:



|                                       |  |                   |  |             
|-------------------------------------- |  | ----------------- |  | ------------
|                                       |  | As of            
|                                       |  | December 31, 2006 |  | July 1, 2007
|Operating sites  fee owned:           |  |                   |  |             
|Retail                                 |  | 119               |  | 120         
|Wholesale                              |  | 41                |  | 44          
|                                       |  |                   |  |             
|Total fee owned                        |  | 160               |  | 164         
|                                       |  |                  
|Operating sites  leased:              |  |                   |  |             
|Retail                                 |  | 206               |  | 209         
|Wholesale                              |  | 14                |  | 14          
|                                       |  |                   |  |             
|Total leased                           |  | 220               |  | 223         
|Office locations  fee owned           |  | 6                 |  | 6           
|Properties currently being developed   |  | 5                 |  | 6           
|Properties held for future development |  | 4                 |  | 4           
|Surplus properties for sale            |  | 27                |  | 45          

We own the headquarters facility of our retail segment, which consists of approximately 27,000
square feet of office space located in Corpus Christi. We also own the headquarters of our wholesale segment, which consists of approximately 43,000 square feet in Houston, and the headquarters of APT, which consists of approximately 25,000 square
feet of office and warehouse space in Corpus Christi. We have entered into a lease agreement for an approximately 83,000 square foot building that we are remodeling to consolidate our four Corpus Christi facilities into one location and to alleviate
current overcrowding. The annual lease expense is approximately $144,000, net of taxes, insurance and maintenance. We plan to move during the first half of 2008, and to sell or lease the existing office locations.

Long Term Liquidity. In addition to the financing completed in the December 2005 transactions and our initial public offering, we expect
that our cash flows from operations, lease financings and revolving credit facility will be adequate to provide for our short-term and long-term liquidity needs. Our ability to meet our debt service obligations and other capital requirements,
including capital expenditures, as well as the cost of potential acquisitions and new store openings, will depend on our future performance which, in turn, will be subject to general economic, financial, business, competitive, legislative,
regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we from time to time consider opportunities to refinance our existing indebtedness, and although we may
refinance all or part of our existing indebtedness in the future, there can be no assurances that we will do so. Changes in our operating plans, lower than anticipated sales, increased expenses,



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additional acquisitions or other events may cause us to need to seek additional debt or equity financing in future periods. There can be no guarantee that
financing will be available on acceptable terms or at all. In addition, any of the items discussed in detail (or referred to) under Item 1A. Risk Factors of Part II of this document may also significantly impact our liquidity.

Quarterly Results of Operations and Seasonality

The following table sets forth certain unaudited financial and operating data for each of the last ten quarters. Each quarter consists of 13 weeks, unless noted otherwise. Our business is seasonal and we generally
experience higher levels of revenues during the summer months than during the winter months.



|                                      |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|------------------------------------- |  | ---------------------------------- | ------- | - | -------------- | - | ------- | ------------- |  | - | ----------------- | - |  | ------------- | ------- | - | -------------- | - | ------- | ------------ |  | - | ----------------- | - |  | ------------- | ------- | - | ------------- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                      |  | 2005                               |         |   | 2006           |   |         | 2007          | 
|                                      |  | First Quarter                      |         |   | Second Quarter |   |         | Third Quarter |  |   | Fourth Quarter(a) |   |  | First Quarter |         |   | Second Quarter |   |         | ThirdQuarter |  |   | FourthQuarter (b) |   |  | First Quarter |         |   | SecondQuarter |  
|                                      |  | (dollars and gallons in thousands) |        
|Merchandise sales                     |  | $                                  | 76,206  |   |                | $ | 85,918  |               |  | $ | 86,686            |   |  | $             | 80,720  |   |                | $ | 85,799  |              |  | $ | 94,713            |   |  | $             | 96,141  |   |               | $ | 88,690  |   |  | $ | 93,365  |   |  | $ | 105,925 |  
|Motor fuel sales:                     |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Retail                                |  |                                    | 165,983 |   |                |   | 191,012 |               |  |   | 215,257           |   |  |               | 208,189 |   |                |   | 228,295 |              |  |   | 271,024           |   |  |               | 253,300 |   |               |   | 200,385 |   |  |   | 224,685 |   |  |   | 297,751 |  
|Wholesale                             |  |                                    | 149,662 |   |                |   | 179,274 |               |  |   | 221,155           |   |  |               | 214,668 |   |                |   | 203,281 |              |  |   | 277,453           |   |  |               | 250,184 |   |               |   | 192,719 |   |  |   | 204,430 |   |  |   | 282,829 |  
|Other income                          |  |                                    | 5,498   |   |                |   | 5,495   |               |  |   | 5,033             |   |  |               | 5,508   |   |                |   | 5,936   |              |  |   | 5,968             |   |  |               | 5,479   |   |               |   | 5,792   |   |  |   | 6,170   |   |  |   | 6,290   |  
|                                      |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Total revenue                         |  |                                    | 397,349 |   |                |   | 461,699 |               |  |   | 528,131           |   |  |               | 509,085 |   |                |   | 523,311 |              |  |   | 649,158           |   |  |               | 605,104 |   |               |   | 487,586 |   |  |   | 528,650 |   |  |   | 692,795 |  
|Merchandise gross profit              |  |                                    | 24,190  |   |                |   | 28,659  |               |  |   | 27,934            |   |  |               | 25,667  |   |                |   | 28,130  |              |  |   | 31,417            |   |  |               | 30,978  |   |               |   | 28,567  |   |  |   | 29,960  |   |  |   | 34,043  |  
|Merchandise gross profit percentage   |  |                                    | 31.7    | % |                |   | 33.4    | %             |  |   | 32.2              | % |  |               | 31.8    | % |                |   | 32.8    | %            |  |   | 33.2              | % |  |               | 32.2    | % |               |   | 32.2    | % |  |   | 32.1    | % |  |   | 32.1    | %
|Motor fuel gross profit:              |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Retail                                |  | $                                  | 7,897   |   |                | $ | 12,330  |               |  | $ | 15,781            |   |  | $             | 13,915  |   |                | $ | 9,487   |              |  | $ | 15,520            |   |  | $             | 20,225  |   |               | $ | 8,686   |   |  | $ | 12,106  |   |  | $ | 18,352  |  
|Wholesale                             |  |                                    | 3,877   |   |                |   | 5,301   |               |  |   | 6,804             |   |  |               | 8,303   |   |                |   | 5,242   |              |  |   | 6,988             |   |  |               | 7,780   |   |               |   | 5,004   |   |  |   | 4,283   |   |  |   | 6,337   |  
|Other gross profit                    |  |                                    | 5,365   |   |                |   | 5,362   |               |  |   | 4,917             |   |  |               | 5,273   |   |                |   | 5,815   |              |  |   | 5,756             |   |  |               | 5,341   |   |               |   | 5,842   |   |  |   | 6,046   |   |  |   | 5,831   |  
|Total gross profit                    |  |                                    | 41,329  |   |                |   | 51,652  |               |  |   | 55,436            |   |  |               | 53,158  |   |                |   | 48,674  |              |  |   | 59,681            |   |  |               | 64,324  |   |               |   | 48,099  |   |  |   | 52,395  |   |  |   | 64,563  |  
|Income from operations                |  |                                    | 1,648   |   |                |   | 9,532   |               |  |   | 9,035             |   |  |               | (13,788 | ) |                |   | 638     |              |  |   | 8,515             |   |  |               | 11,938  |   |               |   | (2,570  | ) |  |   | 629     |   |  |   | 9,247   |  
|Income before tax                     |  |                                    | (1,801  | ) |                |   | 5,788   |               |  |   | 6,520             |   |  |               | (31,149 | ) |                |   | (3,947  | )            |  |   | 3,760             |   |  |               | 7,360   |   |               |   | (10,871 | ) |  |   | (2,141  | ) |  |   | 6,394   |  
|Income tax expense                    |  |                                    |        |   |                |   |        |               |  |   |                  |   |  |               |        |   |                |   |        |              |  |   |                  |   |  |               |        |   |               |   | (48     | ) |  |   | (260    | ) |  |   | (120    | )
|                                      |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Net income                            |  | $                                  | (1,801  | ) |                | $ | 5,788   |               |  | $ | 6,520             |   |  | $             | (31,149 | ) |                | $ | (3,947  | )            |  | $ | 3,760             |   |  | $             | 7,360   |   |               | $ | (10,919 | ) |  | $ | (2,401  | ) |  | $ | 6,274   |  
|                                      |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Fuel gallons:                         |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Retail                                |  |                                    | 90,680  |   |                |   | 94,304  |               |  |   | 88,728            |   |  |               | 94,229  |   |                |   | 103,210 |              |  |   | 101,109           |   |  |               | 96,249  |   |               |   | 94,770  |   |  |   | 101,793 |   |  |   | 106,624 |  
|Wholesale                             |  |                                    | 105,561 |   |                |   | 110,018 |               |  |   | 110,934           |   |  |               | 115,030 |   |                |   | 109,811 |              |  |   | 117,863           |   |  |               | 112,944 |   |               |   | 110,355 |   |  |   | 111,585 |   |  |   | 118,682 |  
|Motor fuel margin (cents per gallon): |  |                                    |         |   |                |   |         |               |  |   |                   |   |  |               |         |   |                |   |         |              |  |   |                   |   |  |               |         |   |               |   |         |   |  |   |         |   |  |   |         |  
|Retail (b)                            |  |                                    | 8.71    | ¢ |                |   | 13.08   | ¢             |  |   | 17.81             | ¢ |  |               | 14.77   | ¢ |                |   | 9.19    | ¢            |  |   | 15.35             | ¢ |  |               | 21.01   | ¢ |               |   | 9.16    | ¢ |  |   | 11.89   | ¢ |  |   | 17.21   | ¢
|Wholesale                             |  |                                    | 3.67    | ¢ |                |   | 4.82    | ¢             |  |   | 6.12              | ¢ |  |               | 7.22    | ¢ |                |   | 4.77    | ¢            |  |   | 5.93              | ¢ |  |               | 6.89    | ¢ |               |   | 4.54    | ¢ |  |   | 3.84    | ¢ |  |   | 5.34    | ¢

---

|(a) | 2005 fourth quarter included $33.4 million of expenses related to the December 2005 transactions.
|--- | -------------------------------------------------------------------------------------------------

|(b) | Before deducting credit card, fuel maintenance and other fuel related expenses.
|--- | -------------------------------------------------------------------------------



Summary of Significant Accounting Policies

We
prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from
those estimates.

Critical accounting policies are those we believe are both most important to the portrayal of our financial condition and
results, and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those
policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended December 31,
2006. As discussed in Note 2 to our Consolidated Financial Statements included elsewhere in this report, certain new financial accounting pronouncements have been issued which either have already been reflected in the accompanying consolidated
financial statements, or will become effective for our financial statements at various dates in the future.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We are subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. We have a $50.0 million revolving credit facility which bears interest at variable rates. At
July 1, 2007, we had no outstanding draws on our revolver.

From time to time, we enter into interest rate swaps to either reduce the
impact of changes in interest rates on our floating rate long-term debt or to take advantage of favorable variable interest rates compared to our fixed rate long-term debt. We had no interest rate swaps in place at December 31, 2006, or
July 1, 2007.

Our primary exposure relates to:



| |  |  | Interest rate risk on short-term borrowings;
| | - |  | --------------------------------------------



| |  |  | Our ability to pay or refinance long-term borrowings at maturity at market rates; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | The impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.
| | - |  | --------------------------------------------------------------------------------------------------------------

We manage interest rate risk on our outstanding long-term and short-term debt through the use of fixed and variable rate debt. While we cannot predict or
manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, other than described above, management evaluates our financial position on an ongoing basis.



|Item 4. | Controls and Procedures
|------- | -----------------------

Our management has
evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of July 1, 2007, our disclosure controls and
procedures are effective. There were no changes in the Companys internal control over financial reporting that occurred during the quarter ended July 1, 2007 that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.

We are required to comply with Section 404 of the Sarbanes-Oxley Act of
2002 by the end of our 2007 fiscal year. The evidence of such compliance is due no later than the time we file our annual report on Form 10-K for 2007. We believe adequate resources and expertise, both internal and external, have been put in place
to meet this requirement.



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##### Table of Contents

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are parties to various legal
actions in the ordinary course of our business. We believe these actions are routine in nature and incidental to the operation of our business. While the outcome of these actions cannot be predicted with certainty, we believe that the ultimate
resolutions of these matters will not have a material adverse effect on our business, financial condition or prospects.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes
to the risk factors disclosed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2006. You should carefully consider the risks described in our annual report , as well as the section within
this report entitled Forward-Looking Statements under Part I. Financial InformationItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations, before making any investment decision with
respect to our securities. The risks and uncertainties described in our annual report and elsewhere in this report are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial,
could negatively impact our results of operations or financial condition in the future. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

On May 8,
2007, we held our Annual Meeting of Stockholders, during which our stockholders:

(1) Re-elected two nominees to serve as directors each for a term of three
years or until his successor is duly elected and qualified. The votes were cast as follows:



|                  |  |            |  |               
|----------------- |  | ---------- |  | --------------
|Name              |  | Votes For  |  | Votes Withheld
|Sam L. Susser     |  | 12,354,646 |  | 1,293,272     
|Armand S. Shapiro |  | 13,499,459 |  | 148,459       

(2) Ratified the appointment of Ernst & Young LLP as our independent public accountants for fiscal 2007.
The votes were cast as follows:



|                                  |  |            |  |              |  |            
|--------------------------------- |  | ---------- |  | ------------ |  | -----------
|                                  |  | Votes For  |  | VotesAgainst |  | Abstentions
|Ratification of Ernst & Young LLP |  | 13,633,011 |  | 11,057       |  | 3,860      



|Item 5. | Other Information
|------- | -----------------

None.



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|Item 6. | Exhibits
|------- | --------

The following is a list of exhibits filed as part of this
Quarterly Report on Form 10-Q, which information is incorporated herein by reference.



|            |  |                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                           
|10.1        |  | Amendment No. 3, dated June 30, 2007 to Credit Agreement dated December 21, 2005, by and among Susser Holdings, L.L.C., SSP Partners, Bank of America, N.A., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities, LLC and the lenders named therein. 
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                           
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                           
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                                                                             
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                                                                             

---

| | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |  |  |                             |  |                                                     
|--------------------- |  |  |  | --------------------------- |  | ----------------------------------------------------
|                      |  |  |  | SUSSER HOLDINGS CORPORATION
|                      |  |  | 
|Date: August 15, 2007 |  |  |  | By                          |  | /s/ Mary E. Sullivan                                
|                      |  |  |  |                             |  | Mary E. Sullivan                                    
|                      |  |  |  |                             |  | Executive Vice President and Chief Financial Officer



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                           
|10.1        |  | Amendment No. 3, dated June 30, 2007 to Credit Agreement dated December 21, 2005, by and among Susser Holdings, L.L.C., SSP Partners, Bank of America, N.A., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities, LLC and the lenders named therein. 
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                           
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                           
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                                                                             
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                                                                             

---

| | Filed herewith.
|- | ---------------



34