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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended: March 29, 2009

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 001-33084





SUSSER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)







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

4525 Ayers Street

Corpus Christi, Texas 78415

(Address of principal executive offices)

(361) 884-2463

(Registrants telephone number, including area code)

N/A

(Former Name, former address and former fiscal year, if changed since last report)





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 has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.





|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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 |  | 17,131,103 SHARES           
|(Class)                       |  | (Outstanding at May 7, 2009)









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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 |  | 19  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 31  
|Item 4. Controls and Procedures                                                               |  | 31  
|                                                                                              | 
|PART II  OTHER INFORMATION                                                                   |  |     
|Item 1. Legal Proceedings                                                                     |  | 33  
|Item 1A. Risk Factors                                                                         |  | 33  
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 33  
|Item 3. Defaults Upon Senior Securities                                                       |  | 33  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 33  
|Item 5. Other Information                                                                     |  | 33  
|Item 6. Exhibits                                                                              |  | 33  



i



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PART I  FINANCIAL INFORMATION



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

Susser Holdings
Corporation

Consolidated Balance Sheets





|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------- | ------------- | - | ------- | -
|                                                                                                                                                                                                     |  | December 28,2008       |         | March 29,2009 |  
|                                                                                                                                                                                                     |  | audited                |         | unaudited     |  
|                                                                                                                                                                                                     |  | (dollars in thousands) |        
|Assets:                                                                                                                                                                                              |  |                        |         |               |   |         |  
|Current assets:                                                                                                                                                                                      |  |                        |         |               |   |         |  
|Cash and cash equivalents                                                                                                                                                                            |  | $                      | 8,284   |               | $ | 14,380  |  
|Accounts receivable, net of allowance for doubtful accounts $1,070 at December 28, 2008 and $1,065 at March 29, 2009                                                                                 |  |                        | 51,549  |               |   | 55,457  |  
|Inventories, net                                                                                                                                                                                     |  |                        | 62,878  |               |   | 66,767  |  
|Other current assets                                                                                                                                                                                 |  |                        | 4,703   |               |   | 4,551   |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total current assets                                                                                                                                                                                 |  |                        | 127,414 |               |   | 141,155 |  
|Property and equipment, net                                                                                                                                                                          |  |                        | 408,733 |               |   | 405,078 |  
|Other assets:                                                                                                                                                                                        |  |                        |         |               |   |         |  
|Goodwill                                                                                                                                                                                             |  |                        | 237,953 |               |   | 237,953 |  
|Intangible assets, net                                                                                                                                                                               |  |                        | 34,609  |               |   | 34,443  |  
|Other noncurrent assets                                                                                                                                                                              |  |                        | 15,647  |               |   | 15,615  |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total other assets                                                                                                                                                                                   |  |                        | 288,209 |               |   | 288,011 |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total assets                                                                                                                                                                                         |  | $                      | 824,356 |               | $ | 834,244 |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Liabilities and shareholders equity:                                                                                                                                                                |  |                        |         |               |   |         |  
|Current liabilities:                                                                                                                                                                                 |  |                        |         |               |   |         |  
|Accounts payable                                                                                                                                                                                     |  | $                      | 90,911  |               | $ | 102,591 |  
|Accrued expenses and other current liabilities                                                                                                                                                       |  |                        | 34,738  |               |   | 32,945  |  
|Current maturities of long-term debt                                                                                                                                                                 |  |                        | 9,233   |               |   | 7,920   |  
|Deferred purchase price - TCFS acquisition                                                                                                                                                           |  |                        | 10,000  |               |   | 10,000  |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total current liabilities                                                                                                                                                                            |  |                        | 144,882 |               |   | 153,456 |  
|Long-term debt                                                                                                                                                                                       |  |                        | 395,736 |               |   | 395,543 |  
|Revolving line of credit                                                                                                                                                                             |  |                        | 3,630   |               |   | 5,870   |  
|Deferred gain, long-term portion                                                                                                                                                                     |  |                        | 33,720  |               |   | 33,190  |  
|Deferred tax liability, long-term portion                                                                                                                                                            |  |                        | 28,323  |               |   | 27,666  |  
|Other noncurrent liabilities                                                                                                                                                                         |  |                        | 13,087  |               |   | 13,971  |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total long-term liabilities                                                                                                                                                                          |  |                        | 474,496 |               |   | 476,240 |  
|Commitments and contingencies:                                                                                                                                                                       |  |                        |         |               |   |         |  
|Equity:                                                                                                                                                                                              |  |                        |         |               |   |         |  
|Susser Holdings Corporation shareholders equity:                                                                                                                                                    |  |                        |         |               |   |         |  
|Common stock, $.01 par value; 125,000,000 shares authorized; 17,048,972 issued and 17,037,648 outstanding as of December 28, 2008;
17,135,776 issued and 17,124,452 outstanding as of March 29, 2009 |  |                        | 170     |               |   | 170     |  
|Additional paid-in capital                                                                                                                                                                           |  |                        | 180,189 |               |   | 181,031 |  
|Retained earnings                                                                                                                                                                                    |  |                        | 23,888  |               |   | 22,957  |  
|Accumulated other comprehensive loss                                                                                                                                                                 |  |                        |        |               |   | (353    | )
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total Susser Holdings Corporation shareholders equity                                                                                                                                               |  |                        | 204,247 |               |   | 203,805 |  
|Noncontrolling interest                                                                                                                                                                              |  |                        | 731     |               |   | 743     |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total equity                                                                                                                                                                                         |  |                        | 204,978 |               |   | 204,548 |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                           |  | $                      | 824,356 |               | $ | 834,244 |  
|                                                                                                                                                                                                     |  |                        |         |               |   |         |  

See accompanying notes.



1



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Susser Holdings Corporation

Consolidated Statements of Operations

Unaudited



|                                                                |  |                                                 |            |   |               |   |            |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                |  | Three Months Ended                              |           
|                                                                |  | March 30,2008                                   |            |   | March 29,2009 |  
|                                                                |  | (dollars in thousands, except per shareamounts) |           
|Revenues:                                                       |  |                                                 |            |   |               |   |            |  
|Merchandise sales                                               |  | $                                               | 168,771    |   |               | $ | 181,919    |  
|Motor fuel sales                                                |  |                                                 | 822,392    |   |               |   | 489,399    |  
|Other income                                                    |  |                                                 | 9,543      |   |               |   | 9,400      |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Total revenues                                                  |  |                                                 | 1,000,706  |   |               |   | 680,718    |  
|Cost of sales:                                                  |  |                                                 |            |   |               |   |            |  
|Merchandise                                                     |  |                                                 | 112,103    |   |               |   | 119,503    |  
|Motor fuel                                                      |  |                                                 | 796,555    |   |               |   | 463,944    |  
|Other                                                           |  |                                                 | 440        |   |               |   | 100        |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Total cost of sales                                             |  |                                                 | 909,098    |   |               |   | 583,547    |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Gross profit                                                    |  |                                                 | 91,608     |   |               |   | 97,171     |  
|Operating expenses:                                             |  |                                                 |            |   |               |   |            |  
|Personnel                                                       |  |                                                 | 30,297     |   |               |   | 35,387     |  
|General and administrative                                      |  |                                                 | 9,063      |   |               |   | 8,864      |  
|Other operating                                                 |  |                                                 | 28,031     |   |               |   | 25,351     |  
|Rent                                                            |  |                                                 | 8,411      |   |               |   | 9,013      |  
|Loss on disposal of assets and impairment charge                |  |                                                 | 98         |   |               |   | 52         |  
|Depreciation, amortization, and accretion                       |  |                                                 | 10,736     |   |               |   | 9,963      |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Total operating expenses                                        |  |                                                 | 86,636     |   |               |   | 88,630     |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Income from operations                                          |  |                                                 | 4,972      |   |               |   | 8,541      |  
|Other income (expense):                                         |  |                                                 |            |   |               |   |            |  
|Interest expense, net                                           |  |                                                 | (9,862     | ) |               |   | (9,633     | )
|Other miscellaneous                                             |  |                                                 | 158        |   |               |   | 77         |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Total other expense, net                                        |  |                                                 | (9,704     | ) |               |   | (9,556     | )
|                                                                |  |                                                 |            |   |               |   |            |  
|Loss before income taxes                                        |  |                                                 | (4,732     | ) |               |   | (1,015     | )
|Income tax benefit                                              |  |                                                 | 1,384      |   |               |   | 96         |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Net loss                                                        |  |                                                 | (3,348     | ) |               |   | (919       | )
|                                                                |  |                                                 |            |   |               |   |            |  
|Less: Net income attributable to noncontrolling interests       |  |                                                 | 12         |   |               |   | 12         |  
|                                                                |  |                                                 |            |   |               |   |            |  
|Net loss attributable to Susser Holdings Corporation            |  | $                                               | (3,360     | ) |               | $ | (931       | )
|                                                                |  |                                                 |            |   |               |   |            |  
|Net loss per share attributable to Susser Holdings Corporation: |  |                                                 |            |   |               |   |            |  
|Basic                                                           |  | $                                               | (0.20      | ) |               | $ | (0.05      | )
|Diluted                                                         |  | $                                               | (0.20      | ) |               | $ | (0.05      | )
|                                                                |  |                                                
|Weighted average shares outstanding:                            |  |                                                 |            |   |               |   |            |  
|Basic                                                           |  |                                                 | 16,880,404 |   |               |   | 16,924,522 |  
|Diluted                                                         |  |                                                 | 16,880,404 |   |               |   | 16,924,522 |  

See accompanying notes.



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Susser Holdings Corporation

Consolidated Statements of Cash Flows

Unaudited



|                                                                                |  |                    |         |   |               |   |        |  
|------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------ | -
|                                                                                |  | Three Months Ended |        
|                                                                                |  | March 30,2008      |         |   | March 29,2009 |  
|                                                                                |  | (in thousands)     |        
|Cash flows from operating activities:                                           |  |                    |         |   |               |   |        |  
|Net loss                                                                        |  | $                  | (3,348  | ) |               | $ | (919   | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                    |         |   |               |   |        |  
|Depreciation, amortization, and accretion                                       |  |                    | 10,736  |   |               |   | 9,963  |  
|Loss on disposal of property and impairment charge                              |  |                    | 98      |   |               |   | 52     |  
|Non-cash stock-based compensation                                               |  |                    | 845     |   |               |   | 773    |  
|Deferred income tax                                                             |  |                    | (2,185  | ) |               |   | (407   | )
|Amortization of debt premium                                                    |  |                    | (114    | ) |               |   | (149   | )
|Changes in operating assets and liabilities:                                    |  |                    |         |   |               |   |        |  
|Receivables                                                                     |  |                    | (2,709  | ) |               |   | (3,908 | )
|Inventories                                                                     |  |                    | (2,179  | ) |               |   | (3,889 | )
|Assets held for sale and other current assets                                   |  |                    | 30      |   |               |   | 94     |  
|Intangible assets, net                                                          |  |                    | 460     |   |               |   | 362    |  
|Other noncurrent assets                                                         |  |                    | 1,833   |   |               |   | 119    |  
|Accounts payable                                                                |  |                    | 549     |   |               |   | 11,680 |  
|Accrued liabilities                                                             |  |                    | (154    | ) |               |   | (1,729 | )
|Other noncurrent liabilities                                                    |  |                    | (412    | ) |               |   | (320   | )
|                                                                                |  |                    |         |   |               |   |        |  
|Net cash provided by operating activities                                       |  |                    | 3,450   |   |               |   | 11,722 |  
|                                                                                |  |                   
|Cash flows from investing activities:                                           |  |                    |         |   |               |   |        |  
|Purchases of property and equipment                                             |  |                    | (15,243 | ) |               |   | (6,275 | )
|Proceeds from disposal of property and equipment                                |  |                    | 6       |   |               |   | 12     |  
|Proceeds from sale/leaseback transactions                                       |  |                    | 6,949   |   |               |   |       |  
|                                                                                |  |                    |         |   |               |   |        |  
|Net cash used in investing activities                                           |  |                    | (8,288  | ) |               |   | (6,263 | )
|                                                                                |  |                   
|Cash flows from financing activities:                                           |  |                    |         |   |               |   |        |  
|Change in notes receivable                                                      |  |                    | 30      |   |               |   | (87    | )
|Payments on long-term debt                                                      |  |                    |        |   |               |   | (1,357 | )
|Revolving line of credit, net                                                   |  |                    | 10,790  |   |               |   | 2,240  |  
|Loan origination costs                                                          |  |                    |        |   |               |   | (227   | )
|Proceeds from issuance of equity                                                |  |                    |        |   |               |   | 68     |  
|                                                                                |  |                    |         |   |               |   |        |  
|Net cash provided by financing activities                                       |  |                    | 10,820  |   |               |   | 637    |  
|Net increase in cash                                                            |  |                    | 5,982   |   |               |   | 6,096  |  
|Cash and cash equivalents at beginning of year                                  |  |                    | 7,831   |   |               |   | 8,284  |  
|                                                                                |  |                    |         |   |               |   |        |  
|Cash and cash equivalents at end of period                                      |  | $                  | 13,813  |   |               | $ | 14,380 |  
|                                                                                |  |                    |         |   |               |   |        |  

See accompanying notes.



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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, New Mexico, and Oklahoma. The Company was formed in May 2006, and in October 2006 completed an initial public offering (IPO). Susser, through its subsidiaries and predecessors, has been acquiring, operating, and supplying motor fuel to
service stations and convenience stores since the 1930s.

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 in Texas, New Mexico, and Oklahoma.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Susser Petroleum Company LLC (SPC), a Texas Limited Liability Company, distributes motor fuels primarily in Texas, New Mexico, and Oklahoma. 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 $300 million of senior notes outstanding at March 29, 2009, but do not conduct any operations. (See Note 7) A subsidiary, C&G Investments, LLC, owns a 50% interest in Cash & Go, Ltd. and
Cash & Go Management, LLC. Cash & Go, Ltd. currently operates 39 units, located primarily inside Stripes retail stores, which provide short-term loan services 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 2008 refer to the 52-week period ended December 28, 2008. All references to the first quarter of 2008 and 2009 refer to
the 13-week periods ended March 30, 2008 and March 29, 2009, 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 March 29,
2009 and for the three months ended March 30, 2008 and March 29, 2009 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.

Our results of operations for the three months ended March 30, 2008 and March 29, 2009 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 28, 2008.



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Certain prior year balances have been reclassified for comparative purposes. Deferred rebranding
incentives have been reclassified from a reduction of operating expenses to fuel cost of sales for all years presented. The amounts for fuel vendor incentives were $0.1 million and $0.2 million for first quarter 2008 and 2009, respectively.



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

SFAS No. 157

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurement.This
statement defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. In February 2008, FASB issued FASB Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement
No. 157,which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15,
2008. The adoption of SFAS 157 and FSP FAS 157-2 did not have a material effect on our financial position or results of operations. (See further discussion in Note 7.)

SFAS No. 141R

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations. SFAS No. 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to evaluate the
nature and financial effects of the business combination. SFAS No. 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Since no acquisitions were made during the first quarter of 2009, SFAS
No. 141R had no impact on the Companys financial statements as of March 29, 2009. The Company expects SFAS No. 141R will have an impact on its consolidated financial statements relative to any future acquisitions, but the nature
and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions it consummates after the effective date.

SFAS
No. 160

In December 2007 the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an
Amendment of ARB 51. SFAS No. 160 changes the accounting and reporting for minority interests. Minority interests will be re-characterized as noncontrolling interests and will be reported as a component of equity separate from the
parents equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement and upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective
for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, except for the presentation and disclosure requirements, which will apply retrospectively. The adoption of this
statement as of the beginning of our 2009 fiscal year did not have a material impact on our financial statements.



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SFAS No. 161

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133.SFAS No. 161 requires enhanced disclosures concerning (1) the
manner in which an entity uses derivatives (and the reasons it uses them), (2) the manner in which derivatives and related hedged items are accounted for under SFAS No. 133 and interpretations thereof, and (3) the effects that
derivatives and related hedged items have on an entitys financial position, financial performance, and cash flows. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15,
2008. The adoption of this statement as of the beginning of our 2009 fiscal year did not have a material impact on our financial statements.



|3. | Accounts Receivable
|-- | -------------------

Accounts receivable consisted
of the following:



|                                                     |  |                  |        |   |               |   |        |  
|---------------------------------------------------- |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                                     |  | December 28,2008 |        |   | March 29,2009 |  
|                                                     |  | (in thousands)   |       
|Accounts receivable, trade                           |  | $                | 35,829 |   |               | $ | 42,216 |  
|Receivable from state reimbursement funds            |  |                  | 1,529  |   |               |   | 1,279  |  
|Vendor receivables for rebates, branding, and others |  |                  | 7,739  |   |               |   | 6,081  |  
|ATM fund receivables                                 |  |                  | 4,216  |   |               |   | 4,280  |  
|Notes receivable, short term                         |  |                  | 641    |   |               |   | 488    |  
|Other receivables                                    |  |                  | 2,665  |   |               |   | 2,178  |  
|Allowance for uncollectible accounts, trade          |  |                  | (729   | ) |               |   | (788   | )
|Allowance for uncollectible accounts, environmental  |  |                  | (341   | ) |               |   | (277   | )
|                                                     |  |                  |        |   |               |   |        |  
|                                                     |  |                 
|Accounts receivables, net                            |  | $                | 51,549 |   |               | $ | 55,457 |  
|                                                     |  |                  |        |   |               |   |        |  



|4. | Inventories
|-- | -----------

Inventories consisted of the
following:



|                                                       |  |                  |        |   |               |   |        |  
|------------------------------------------------------ |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                                       |  | December 28,2008 |        |   | March 29,2009 |  
|                                                       |  | (in thousands)   |       
|Merchandise                                            |  | $                | 41,425 |   |               | $ | 43,236 |  
|Fuel-retail                                            |  |                  | 15,740 |   |               |   | 17,755 |  
|Fuel-wholesale consignment                             |  |                  | 1,639  |   |               |   | 1,754  |  
|Lottery                                                |  |                  | 1,657  |   |               |   | 1,625  |  
|Maintenance spare parts and equipment                  |  |                  | 3,232  |   |               |   | 3,069  |  
|Less allowance for inventory shortage and obsolescence |  |                  | (815   | ) |               |   | (672   | )
|                                                       |  |                  |        |   |               |   |        |  
|Total                                                  |  | $                | 62,878 |   |               | $ | 66,767 |  
|                                                       |  |                  |        |   |               |   |        |  



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|5. | Property and Equipment
|-- | ----------------------

Property and equipment
consisted of the following:



|                                     |  |                  |         |               |   |        
|------------------------------------ |  | ---------------- | ------- | ------------- | - | -------
|                                     |  | December 28,2008 |         | March 29,2009
|                                     |  | (in thousands)  
|Land                                 |  | $                | 122,883 |               | $ | 124,470
|Buildings and leasehold improvements |  |                  | 197,069 |               |   | 198,485
|Equipment                            |  |                  | 155,002 |               |   | 156,912
|Construction in progress             |  |                  | 15,326  |               |   | 16,604 
|                                     |  |                  |         |               |   |        
|                                     |  |                  | 490,280 |               |   | 496,471
|Less accumulated depreciation        |  |                  | 81,547  |               |   | 91,393 
|                                     |  |                  |         |               |   |        
|Total                                |  | $                | 408,733 |               | $ | 405,078
|                                     |  |                  |         |               |   |        



|6. | 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.

In accordance with SFAS No. 142, the Company has finitelived intangible assets recorded that are amortized and indefinite-lived assets that do
not amortize. The finitelived assets consist of supply agreements, favorable/unfavorable leasehold arrangements, loan origination costs and trade names, 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/unfavorable 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. Town & Country Food Stores trade name is being amortized over five
years. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense. The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets,
excluding goodwill, at December 28, 2008 and March 29, 2009:



|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|--------------------------------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | - | ------ |  | - | ------
|                                  |  | December 28, 2008   |        | March 29, 2009         
|                                  |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount
|                                  |  | (in thousands)     
|Non-Amortizing                    |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Trade name                        |  | $                   | 570    |                         | $ |          |  | $                   | 570    |                         | $ | 570       |  | $ |       |  | $ | 570   
|                                  |  |                     |        |                         |   |          
|Franchise rights                  |  |                     | 389    |                         |   |          |  |                     | 389    |                         |   | 389       |  |   |       |  |   | 389   
|                                  |  |                     |        |                         |   |          
|Liquor licenses                   |  |                     | 11,185 |                         |   |          |  |                     | 11,185 |                         |   | 11,600    |  |   |       |  |   | 11,600
|                                  |  |                     |        |                         |   |          
|Amortizing                        |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Supply agreements                 |  |                     | 5,952  |                         |   | 2,203     |  |                     | 3,749  |                         |   | 5,952     |  |   | 2,381  |  |   | 3,571 
|                                  |  |                     |        |                         |   |          
|Favorable lease arrangements, net |  |                     | 2,879  |                         |   | 2,517     |  |                     | 362    |                         |   | 2,879     |  |   | 2,241  |  |   | 638   
|                                  |  |                     |        |                         |   |          
|Loan origination costs            |  |                     | 18,142 |                         |   | 4,528     |  |                     | 13,614 |                         |   | 18,367    |  |   | 5,303  |  |   | 13,064
|                                  |  |                     |        |                         |   |          
|Trade names                       |  |                     | 5,756  |                         |   | 1,222     |  |                     | 4,534  |                         |   | 5,756     |  |   | 1,323  |  |   | 4,433 
|                                  |  |                     |        |                         |   |          
|Other                             |  |                     | 520    |                         |   | 314       |  |                     | 206    |                         |   | 520       |  |   | 342    |  |   | 178   
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Total                             |  | $                   | 45,393 |                         | $ | 10,784    |  | $                   | 34,609 |                         | $ | 46,033    |  | $ | 11,590 |  | $ | 34,443
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       



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|7. | Long-Term Debt
|-- | --------------

Long-term debt consisted of the
following:



|                                                                                                                                                                                                 |  |                  |         |               |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | ------------- | - | -------
|                                                                                                                                                                                                 |  | December 28,2008 |         | March 29,2009
|                                                                                                                                                                                                 |  | (in thousands)  
|10 5/8% senior
unsecured notes due 2013                                                                                                                                                          |  | $                | 300,000 |               | $ | 300,000
|Term loan facility, bearing interest at LIBOR plus applicable margin (3.70% at December 28, 2008 and 2.50% at March 29, 2009),
principal due in quarterly installments through November 13, 2012 |  |                  | 101,063 |               |   | 99,750 
|Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin, (3.75% at December 28, 2008 and 3.25% at
March 29, 2009)                                                  |  |                  | 3,630   |               |   | 5,870  
|Other notes payable                                                                                                                                                                              |  |                  | 135     |               |   | 90     
|Unamortized bond premium                                                                                                                                                                         |  |                  | 3,771   |               |   | 3,623  
|                                                                                                                                                                                                 |  |                  |         |               |   |        
|Total debt                                                                                                                                                                                       |  |                  | 408,599 |               |   | 409,333
|Less: Current maturities                                                                                                                                                                         |  |                  | 9,233   |               |   | 7,920  
|                                                                                                                                                                                                 |  |                  |         |               |   |        
|Long-term debt, net of current maturities                                                                                                                                                        |  | $                | 399,366 |               | $ | 401,413
|                                                                                                                                                                                                 |  |                  |         |               |   |        

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). The Senior Notes pay interest
semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2006, until they mature on December 15, 2013.

The Senior Notes are senior unsecured obligations of the issuers that rank equally in right of payment with existing and future senior indebtedness of the issuers. The Senior Notes are effectively subordinated to
(i) all of the issuers existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and (ii) all liabilities of Susser Company, Ltd. The Senior Notes, however, rank senior in right of
payment to any existing and future subordinated indebtedness of the issuers. The Senior Notes are jointly and severally guaranteed by Susser Holdings Corporation, Stripes Holdings LLC and each of our existing and future domestic subsidiaries other
than Susser Company, Ltd.

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. The Senior
Notes also contain certain financial covenants.

Additionally, if Susser Holdings, L.L.C. experiences certain kinds of changes of control,
the issuers must offer to purchase the senior notes at 101% of their principal amount, plus accrued and unpaid interest. Change of control is defined to include the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), of all or substantially all of the properties or assets of Susser Holdings, L.L.C. and its subsidiaries; (2) the adoption of a plan relating
to the liquidation or dissolution of Susser Holdings, L.L.C.; (3) the consummation of any transaction, the result of which is that any person or group, other than one or more of the principals (Wellspring and Sam L.
Susser and his descendants), becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of Susser Holdings, L.L.C.; or (4) the first day on which a majority of the Board of Managers of Susser Holdings, L.L.C. are
comprised of members who were not members of the board on the date of the indenture or by members who were not subsequently appointed by members of the board that were members on the date of the indenture. In addition, in some cases the issuers may
be required to make an offer to purchase the Senior Notes with the proceeds of certain asset sales. Our IPO of common stock did not constitute a change of control for purposes of the Senior Notes indenture.

Events of default, which are subject to customary grace periods, thresholds and exceptions, where appropriate, as defined under the terms of the
indenture governing the Senior Notes include: failure to pay when due interest on, or liquidated damages, if any, with



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respect to, the Senior Notes; failure to pay when due the principal of, or premium, if any, on the Senior Notes; failure to comply with the asset sale,
change of control or merger covenants contained in the indenture; failure to comply with any of the other agreements in the indenture; default on certain other debt (including certain debt incurred under our Credit Facilities) if that default causes
such debt to become accelerated prior to its express maturity; failure to pay certain final and non-appealable judgments; any note guarantee is held in any judicial proceeding to be unenforceable or invalid or any guarantor denies or disaffirms its
obligations under its note guarantee; and certain events of bankruptcy.

In the case of an event of default arising from certain events of
bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the trustee or the holders of at least 25%
in aggregate principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.

On
November 24, 2006, the Company redeemed $50.0 million of the Senior Notes with proceeds from the IPO, as allowed by the indenture. The related $5.3 million prepayment penalty and $1.8 million of unamortized loan costs were charged to interest
expense. On November 13, 2007, in connection with the TCFS Acquisition, the Company issued an additional $150.0 million Senior Notes under and governed by the same indenture as the original Senior Notes. The additional Senior Notes were sold at
102.5% of par, resulting in a premium received of $3.8 million, which is being amortized as a credit to interest expense over the remaining life of the Senior Notes. On June 23, 2008, the Company issued an additional $30.0 million Senior Notes
under and governed by the same indenture as the original Senior Notes, the proceeds of which were used to pay down borrowings outstanding under the Companys revolving credit facility. The $30.0 million Senior Notes were sold at 102.0% of par,
resulting in a premium received of $0.6 million, which is being amortized as a credit to interest expense over the remaining life of the senior notes.

On or after December 15, 2009, the Company may redeem some or all of the $300.0 million remaining Senior Notes at any time 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%.

Credit Facilities

On November 13, 2007, in connection with the TCFS Acquisition, Susser Holdings, L.L.C.
entered into a new credit agreement with a syndicate of financial institutions, providing for a five-year revolving credit facility in an aggregate principal amount of up to $90.0 million, and a five-year term loan facility in the aggregate
principal amount of $105.0 million (the term loan). On May 6, 2008, we, Susser Holdings, L.L.C. and the financial institutions party to the credit agreement entered in to Amendment No. 1 to the credit agreement (Amendment
No. 1), which increased the aggregate commitments under the revolving credit facility to $120.0 million (we refer to the revolving credit facility, as amended by Amendment No. 1, as the revolver). The Company and each of
its existing and future direct and indirect subsidiaries (other than (i) any subsidiary that is a controlled foreign corporation under the Internal Revenue Code or a subsidiary that is held directly or indirectly by a
controlled foreign corporation and (ii) Susser Company, Ltd.) are, and will be, guarantors under each of the facilities.

Availability under the revolver is subject to a borrowing base equal to the lesser of (x) (a) 85% of eligible accounts receivable plus (b) 55% of eligible inventory plus (c) 60% of the fair market value of certain
designated eligible real property which shall not exceed 35% of the aggregate borrowing base amount, minus (d) such reserves as the administrative agent of the revolver may establish in its reasonable credit judgment acting in good faith
(including, without limitation, reserves for exposure under swap contracts and obligations relating to treasury management products) and (y) 85% of gross accounts receivable plus 60% of gross inventory. Up to $60 million of the revolver may be
used for the issuance of standby and commercial letters of credit and a portion of the revolver is available for swingline loans. As of March 29, 2009, we had $5.9 million outstanding under the revolving credit facility and $22.1 million in
standby letters of credit. Our borrowing base in effect at March 29, 2009 allowed a maximum borrowing, including outstanding letters of credit, of $85.4 million. Our unused availability on the revolver at March 29, 2009 was $57.5 million.

The term loans under the credit facility are secured by a first priority security interest in (a) 100% of the Borrowers
outstanding ownership interests, 100% of the outstanding ownership interests of each of our existing and future direct and indirect subsidiaries (subject to certain exclusions and limited, in the case of each foreign subsidiary (i) to
first-tier foreign subsidiaries and (ii) with respect to any controlled foreign corporation, to 65% of the outstanding voting stock of each such foreign subsidiary); (b) all present



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and future intercompany debt of Borrower, the Company and Stripes Holdings LLC and each subsidiary guarantor; (c) substantially all of the present and
future property and assets, real (other than real property excluded from the borrowing base) and personal, of Borrower, the Company and Stripes Holdings LLC and each subsidiary guarantor, including, but not limited to, equipment, inventory, accounts
receivable, certain owned real estate included in the borrowing base (but in any event excluding owned real estate, leaseholds and fixtures of TCFS), investment property, license rights, patents, trademarks, trade names, copyrights, other
intellectual property and other general intangibles, insurance proceeds and instruments; and (d) all proceeds and products of all of the foregoing. Additionally, the loans under the revolving credit facility are secured by a first priority
security interest in certain real property and related assets owned on the closing date of the TCFS Acquisition by TCFS and its subsidiaries. The term loan is subject to quarterly amortization of principal, in equal quarterly installments (except in
year 5) in the following annual amounts: 5% in year 1; 7.5% in year 2; 10% in year 3; 10% in year 4; 2.5% in each of the first three quarters of year 5 and the balance on the maturity date.

The term loan facility and the revolving credit facility also include certain events of default (subject to customary exceptions, baskets and
qualifications) including, but not limited to: failure to pay principal, interest, fees or other amounts when due; any representation or warranty proving to have been materially incorrect when made or confirmed; failure to perform or observe
covenants set forth in the loan documentation; default on certain other indebtedness (including the Senior Notes); certain monetary judgment defaults and material non-monetary judgment defaults; bankruptcy and insolvency defaults; actual or asserted
impairment of loan documentation or security; a change of control; and customary ERISA defaults.

In the case of an event of default
arising from certain events of bankruptcy or insolvency, all borrowings under the Credit Facilities will become due and payable immediately without further action or notice. If any other event of default under the Credit Facilities occurs and is
continuing, the lenders holding at least 50% of the sum of (i) outstanding borrowings under the Credit Facilities and (ii) unused commitments under the revolving credit facility may declare all outstanding indebtedness under the Credit
Facilities to be due and payable immediately.

The interest rates for both the revolver and term loan facility are calculated, at the
Companys option, at either a base rate or a LIBOR rate plus, in each case, a margin. With respect to LIBOR rate loans, interest will be payable at the end of each selected interest period, but no less frequently than quarterly. With respect to
base rate loans, interest will be payable quarterly in arrears. We pay a commitment fee on the unused portion of the Revolver, currently 0.5% per annum, and is subject to adjustment based on a leverage grid.

The following amounts are required to be applied to prepay the revolver and the term loan facility (subject to certain reinvestment rights and
exceptions):



| |  |  | all net cash proceeds from any non-ordinary course sales of our property and assets and those of our subsidiaries;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | all net cash proceeds from certain extraordinary receipts;
| | - |  | ----------------------------------------------------------



| |  |  | all net cash proceeds from the issuance or incurrence after the closing date of additional debt by us or any of our subsidiaries other than debt permitted under the
loan documentation;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 50% of all net cash proceeds from any issuance of equity interest by, or equity contribution to us (subject to leverage-based stepdowns); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 50% of our and our subsidiaries excess cash flow (subject to leverage-based stepdowns).
| | - |  | ----------------------------------------------------------------------------------------

The term loan facility and the revolver may be prepaid at any time in whole or in part without premium or penalty, other than breakage costs if
applicable, and require the maintenance of a maximum senior secured leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with the required leverage and fixed charge coverage ratios as of March 29, 2009.

The term loan facility and the revolver contain customary representations and warranties as well as certain covenants that impose certain affirmative
obligations upon and restrict our ability and that of our subsidiaries to, among other things: incur liens; incur additional indebtedness, guarantees or other contingent obligations; engage in mergers and consolidations; make sales, transfers and
other dispositions of property and assets; make loans, acquisitions, joint ventures and other investments; declare dividends; redeem and repurchase shares of equity holders; create new subsidiaries; become a general partner in any partnership;
prepay, redeem or repurchase debt; make capital expenditures; grant negative pledges; change the nature of business; amend organizational documents and other material agreements; change accounting policies or reporting practices; and create a
passive holding company.



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Fair Value Measurements

SFAS No. 157 defines and establishes a framework for measuring fair value and expands related disclosures. This Statement does not require any new 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, and equipment, intangible assets, and goodwill. The Statement does not apply to share-based payment
transactions and inventory pricing. SFAS No. 157 was effective for the Companys financial assets and financial liabilities beginning in 2008. In February 2008, FASB Staff Position 157-2, Effective Date of Statement 157, deferred the
effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The nonfinancial assets and nonfinancial liabilities held by the Company include asset retirement
obligations, assets held for sale, goodwill, and trade names.

Fair value is defined as the price at which an asset could be exchanged in a
current transaction between knowledgeable, willing parties. A liabilitys fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the
creditor. Where available, fair value is based on observable market prices or parameters, or are derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate
the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

SFAS No. 157 prioritizes the inputs used in measuring fair value into the following hierarchy:



|        |  |                                                                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted prices (unadjusted) in active markets for identical assets or liabilities;                                                                                                                  
|        | 
|Level 2 |  | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;                                                                                         
|        | 
|Level 3 |  | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in
pricing.

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 order to manage interest rate risk exposure. During the first quarter of 2009, the
Company entered into interest rate swaps on $70 million notional principal for a three-year term. The swaps exchange a floating to fixed rate against our variable-rate term loan. These contracts have been designated as cash flow hedges, and the
Company determined that these futures contracts are defined as Level 2 in the fair value hierarchy. The interest rate swap agreement utilized by the Company effectively modifies the Companys exposure to interest rate risk. The Company
recognized $138,000 in additional interest expense during the first quarter of 2009 associated with this interest rate swap and recognized $353,000, net of tax, in Other Comprehensive Income on a deferred basis. No gains or losses were recorded as
the interest rate swaps are considered highly effective. In the event any portion is deemed not effective, the resulting gain or loss would be classified to interest expense in the Companys consolidated statement of operations. The Company
will only reclassify earnings from other Comprehensive Income when ineffectiveness occurs. As the hedges are not expected to have any ineffectiveness, the Company anticipates no amounts will be reclassified during the next twelve months. At
March 29, 2009, these interest rate swaps had a market value of ($607,000) which is classified in other non-current liabilities in the Companys consolidated balance sheet.

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. These positions have been designated as fair value hedges. The fair value of our derivative contracts are measured using Level 2 inputs, and are determined by either market prices on an active market for similar assets or
by prices quoted by a broker or other market-corroborated prices. This price does not differ materially from the amount that would be paid to transfer the liability to a new obligor due to the short term nature of these contracts. At
December 28, 2008, the Company held fuel futures contracts with a fair value of ($140,000), (75 contracts representing 3.2 million gallons). At March 29, 2009, the Company held fuel futures contracts with a fair value of $18,000 (41
contracts representing 1.7 million gallons), which is classified in other current assets in the Companys consolidated balance sheets. On average, the Company holds hedging contracts on less than 3% of total fuel gallons sold. The Company
recognized $231,000 in gains during the first quarter of 2009 related to these contracts, which is classified in motor fuel cost of sales in the consolidated statements of operations.



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|8. | Commitments and Contingencies
|-- | -----------------------------

Leases

The Company leases a portion of its convenience store properties under non-cancellable 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 |      
|                              |  | March 30,2008      |       |   | March 29,2009 |  
|                              |  | (in thousands)     |      
|Cash rent:                    |  |                    |       |   |               |   |       |  
|Store base rent               |  | $                  | 8,317 |   |               | $ | 9,033 |  
|Equipment rent                |  |                    | 195   |   |               |   | 201   |  
|Contingent rent               |  |                    | 30    |   |               |   | 40    |  
|                              |  |                    |       |   |               |   |       |  
|Total cash rent               |  | $                  | 8,542 |   |               | $ | 9,274 |  
|                              |  |                    |       |   |               |   |       |  
|Non-cash rent:                |  |                    |       |   |               |   |       |  
|Straight-line rent            |  |                    | 318   |   |               |   | 250   |  
|Amortization of deferred gain |  |                    | (449  | ) |               |   | (511  | )
|                              |  |                    |       |   |               |   |       |  
|Net rent expense              |  | $                  | 8,411 |   |               | $ | 9,013 |  
|                              |  |                    |       |   |               |   |       |  

Letters of Credit

We were contingently liable for $22.1 million related to irrevocable letters of credit required by various insurers and suppliers at March 29, 2009. Included in this amount is a $10 million letter of credit held
in escrow related to the TCFS Acquisition that will be eligible to be drawn upon in November 2009, net of any settled or pending indemnity claims.

Environmental Remediation

We are subject to various federal, state, and local environmental laws and make 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 have historically obtained private insurance for Texas, New Mexico and Oklahoma.
These policies provide protection from third party liability claims and in Texas provides for remediation. Additionally, we rely on state trust funds that cover certain claims.

We are currently involved in the remediation of gasoline store sites where releases of regulated substances have been detected. We accrue for anticipated
future costs and the related probable state reimbursement amounts for its remediation activities. Accordingly, we have recorded estimated undiscounted liabilities for these sites totaling $2.8 million and $2.7 million, of which $2.0 million and $1.9
million are classified as accrued expenses and other current liabilities as of December 28, 2008 and March 29, 2009, respectively, with the balance included in other noncurrent liabilities. As of March 29, 2009, approximately $1.5
million of the total environmental reserve is for the investigation and remediation of contamination at 18 sites that qualify for reimbursement under state funds. The remaining $1.2 million represents our estimate of deductibles under insurance
policies that we anticipate being required to pay with respect to 32 additional sites. There are also 49 additional sites that we own and/or operate with known contamination,



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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. There can be no assurance that third parties will be able or willing to pay all costs for these sites in which case we could incur
additional costs. We have additional reserves of $3.6 million that represent our estimate of future asset retirement obligations for underground storage tanks.

Under state reimbursement programs, we are eligible to receive reimbursement for certain future remediation costs, as well as the remediation costs previously paid. Accordingly, we have recorded a net receivable of
$1.9 million and $1.6 million for the estimated probable state reimbursements, of which $1.0 million and $0.7 million are included in current receivables as of December 28, 2008 and March 29, 2009, respectively. The remaining $0.9 million
and $0.9 million are included in other assets as of December 28, 2008 and March 29, 2009, 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 on August 31, 2011.

Self-Insurance

We are partially self-insured for our general liability and employee health insurance. We maintain insurance coverage at levels that are customary and
consistent with industry standards for companies of similar size. We are a nonsubscriber under Texas Workers Compensation Act and maintain an ERISA-based employee injury plan, which is partially self-insured. As of March 29, 2009, 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 $4.9 million as of March 29, 2009, 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.

Deferred Branding
Incentives

We receive deferred branding incentives and other incentive payments from a number of our fuel suppliers. A portion of the
deferred branding incentives may be passed on to our wholesale branded dealers under the same terms as required by our fuel suppliers. Many of the agreements require repayment of all or a portion of the amount received if we (or our branded dealers)
elect to discontinue selling the specified brand of fuel at certain locations. As of March 29, 2009, the estimated amount of deferred branding incentives that would have to be repaid upon de-branding at these locations was $11.1 million. Of
this amount, approximately $5.8 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. No liability is recorded for the amount of dealer obligations which would become payable upon de-branding. We have $4.9 million recorded on the balance sheet as of March 29, 2009, of which $0.3 million is included in accrued
expenses and other current liabilities and $4.6 million is included in other noncurrent liabilities.



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|9. | Interest Expense and Interest Income
|-- | ------------------------------------



|                                              |  |                    |       |   |               |   |       |  
|--------------------------------------------- |  | ------------------ | ----- | - | ------------- | - | ----- | -
|                                              |  | Three Months Ended |      
|                                              |  | March 30,2008      |       |   | March 29,2009 |  
|                                              |  | (in thousands)     |      
|Interest expense                              |  | $                  | 9,149 |   |               | $ | 8,890 |  
|Capitalized interest                          |  |                    | (17   | ) |               |   | (8    | )
|Amortization of loan costs & issuance premium |  |                    | 759   |   |               |   | 777   |  
|Cash interest income                          |  |                    | (29   | ) |               |   | (26   | )
|                                              |  |                    |       |   |               |   |       |  
|Interest expense, net                         |  | $                  | 9,862 |   |               | $ | 9,633 |  
|                                              |  |                    |       |   |               |   |       |  



|10. | Income Tax
|--- | ----------

A reconciliation of the statutory
federal income tax rate to the Companys effective tax rate for the three months ended March 29, 2009 and March 30, 2008 is as follows:



|                                              |  |                                  |      |   |           |       |  
|--------------------------------------------- |  | -------------------------------- | ---- | - | --------- | ----- | -
|                                              |  | Three Months EndedMarch 29, 2009 |     
|                                              |  | (in thousands)                   |      |   | Tax rate% |      
|Tax at statutory federal rate                 |  | $                                | (359 | ) |           | 35.0  |  
|State and local tax, net of federal benefit   |  |                                  | 273  |   |           | (26.6 | )
|Other                                         |  |                                  | (10  | ) |           | 1.0   |  
|                                              |  |                                  |      |   |           |       |  
|Tax expense (benefit) per financial statement |  | $                                | (96  | ) |           | 9.4   |  
|                                              |  |                                  |      |   |           |       |  



|                                              |  |                                  |        |   |            |      |  
|--------------------------------------------- |  | -------------------------------- | ------ | - | ---------- | ---- | -
|                                              |  | Three Months EndedMarch 30, 2008 |       
|                                              |  | (in thousands)                   |        |   | Tax rate % |     
|Tax at statutory federal rate                 |  | $                                | (1,660 | ) |            | 35.0 |  
|State and local tax, net of federal benefit   |  |                                  | 266    |   |            | (5.6 | )
|Other                                         |  |                                  | 10     |   |            | (0.2 | )
|                                              |  |                                  |        |   |            |      |  
|Tax expense (benefit) per financial statement |  | $                                | (1,384 | ) |            | 29.2 |  
|                                              |  |                                  |        |   |            |      |  

Included in our provision for income tax is a tax imposed by the state of Texas of 0.5% of gross
margin in Texas (margin tax). The margin tax accrued for the three months ended March 30, 2008 and March 29, 2009 was $0.4 million and $0.5 million, respectively.

It is the Companys policy to recognize interest and penalties related to uncertain tax positions in general and administrative expense. The Company
became a taxpayer at October 24, 2006 with the conversion to a C corporation, and the statute of limitations remains open on all years since then. The Company files income and gross margin tax returns in the U.S. federal
jurisdiction, Texas, Oklahoma, and New Mexico. The Company is subject to examinations in all jurisdictions for all returns filed since October 24, 2006.

As of March 29, 2009, all tax positions taken by the Company are considered highly certain. There are no positions the Company reasonably anticipates will significantly increase or decrease within 12 months of
the reporting date, and therefore no adjustments have been recorded related to unrecognized tax benefits.



|11. | 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. A total of 125,000,000 shares of common stock have been authorized, $0.01 par value, of which 17,048,972 were



14



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issued and 17,037,648 were outstanding as of December 28, 2008, and 17,135,776 were issued and 17,124,452 were outstanding as of March 29, 2009,
respectively. Included in these amounts are 119,130 and 199,930 shares, respectively, which represent restricted shares and are not yet vested and have no voting rights. Treasury shares consist of 11,324 shares issued as restricted shares, which
were forfeited prior to vesting. A total of 25,000,000 preferred shares have also been authorized, par value $0.01 per share, although none have been issued. Options to purchase 1,751,422 shares of common stock are outstanding as of March 29,
2009, 320,999 of which are vested. (See Note 12)



|12. | Share-Based Compensation
|--- | ------------------------

The Company has granted
options and restricted stock subject to vesting requirements 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.
Following is a summary of options and restricted stock which have been granted under the Companys plan:



|                              |  |                          |   |  |                              |      
|----------------------------- |  | ------------------------ | - |  | ---------------------------- | -----
|                              |  | Stock Options           
|                              |  | NumberOptionsOutstanding |   |  | WeightedAverageExercisePrice
|Balances at December 31, 2006 |  | 1,228,291                |   |  | $                            | 16.07
|Granted                       |  | 482,743                  |   |  |                              | 22.57
|Exercised                     |  |                         |   |  |                              |     
|Forfeited or expired          |  | (160,817                 | ) |  |                              | 15.98
|                              |  |                          |   |  |                              |      
|Balances at December 30, 2007 |  | 1,550,217                |   |  |                              | 18.11
|Granted                       |  | 475,480                  |   |  |                              | 17.14
|Exercised                     |  |                         |   |  |                              |     
|Forfeited or expired          |  | (316,855                 | ) |  |                              | 21.70
|                              |  |                          |   |  |                              |      
|Balances at December 28 ,2008 |  | 1,708,842                |   |  |                              | 17.17
|Granted                       |  | 55,000                   |   |  |                              | 6.14 
|Exercised                     |  |                         |   |  |                              |     
|Forfeited or expired          |  | (12,420                  | ) |  |                              | 23.58
|                              |  |                          |   |  |                              |      
|Balances at March 29, 2009    |  | 1,751,422                |   |  | $                            | 16.97
|                              |  |                          |   |  |                              |      
|Exercisable at March 29, 2009 |  | 320,999                  |   |  | $                            | 14.36
|                              |  |                          |   |  |                              |      



|                               |  |                |   |  |                                     |      
|------------------------------ |  | -------------- | - |  | ----------------------------------- | -----
|                               |  | Unvested Stock
|                               |  | Number ofUnits |   |  | Grant-DateAverageFair ValuePer Unit
|Nonvested at December 31, 2006 |  | 118,758        |   |  | $                                   | 14.83
|Granted                        |  | 7,500          |   |  |                                     | 17.92
|Vested                         |  |               |   |  |                                     |     
|Forfeited                      |  | (11,324        | ) |  |                                     | 14.83
|                               |  |                |   |  |                                     |      
|Nonvested at December 30, 2007 |  | 114,934        |   |  |                                     | 15.03
|Granted                        |  | 40,000         |   |  |                                     | 20.86
|Vested                         |  | (35,804        | ) |  |                                     | 14.83
|Forfeited                      |  |               |   |  |                                     |     
|                               |  |                |   |  |                                     |      
|Nonvested at December 28, 2008 |  | 119,130        |   |  |                                     | 17.05
|Granted                        |  | 80,800         |   |  |                                     | 12.25
|Vested                         |  |               |   |  |                                     |     
|Forfeited                      |  |               |   |  |                                     |     
|                               |  |                |   |  |                                     |      
|Nonvested at March 29, 2009    |  | 199,930        |   |  | $                                   | 15.11
|                               |  |                |   |  |                                     |      



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During the first quarter of 2009, we granted 55,000 options to purchase stock at an exercise price equal
to the closing price of the related common stock on the date the options were granted. These options had an aggregate fair value of $0.3 million, which will be amortized to expense over the options requisite service periods. During the first
quarter 2009, we granted 80,800 shares of restricted stock with an aggregate fair value of $1.0 million which will be amortized to expense over the requisite service period.

We adopted SFAS No. 123(R) at the beginning of fiscal 2006 when we were still a private company. 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. Stock options granted during 2005 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. We recognized non-cash stock compensation expense of $0.7 million and $0.8 million during the three months ended March 30, 2008 and March 29, 2009, respectively,
which is included in general and administrative expense.

Had compensation cost for the options granted under the Stripes Option Plan 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 |       
|                                                                                                    |  | March 30,2008      |        |   | March 29,2009 |  
|                                                                                                    |  | (in thousands)     |       
|Net loss attributable to Susser Holdings Corporation, as reported                                   |  | $                  | (3,360 | ) |               | $ | (931 | )
|Deduct:                                                                                             |  |                    |        |   |               |   |      |  
|Compensation expense on options determined under fair value based method for all awards, net of tax |  |                    | (20    | ) |               |   | (11  | )
|                                                                                                    |  |                    |        |   |               |   |      |  
|Pro forma net loss attributable to Susser Holdings Corporation                                      |  | $                  | (3,380 | ) |               | $ | (942 | )
|                                                                                                    |  |                    |        |   |               |   |      |  



|13. | Other Comprehensive Income (Loss):
|--- | ----------------------------------

Other
comprehensive income (loss) is comprised of the following:



|                                                                    |  |                    |        |   |               |   |        |  
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                                                    |  | Three Months Ended |       
|                                                                    |  | March 30,2008      |        |   | March 29,2009 |  
|                                                                    |  | (in thousands)     |       
|Net loss                                                            |  | $                  | (3,348 | ) |               | $ | (919   | )
|Net change in fair value of cash flow hedges, net of tax            |  |                    |       |   |               |   | (353   | )
|                                                                    |  |                    |        |   |               |   |        |  
|Total other comprehensive loss, net of tax benefit of $190 thousand |  |                    | (3,348 | ) |               |   | (1,272 | )
|Less:                                                               |  |                    |        |   |               |   |        |  
|Comprehensive income attributable noncontrolling interest           |  |                    | 12     |   |               |   | 12     |  
|                                                                    |  |                    |        |   |               |   |        |  
|Comprehensive loss attributable to Susser Holdings Corporation      |  | $                  | (3,360 | ) |               | $ | (1,284 | )
|                                                                    |  |                    |        |   |               |   |        |  



16



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|14. | Segment Reporting
|--- | -----------------

The Company operates its
business in two primary operating segments, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments. The retail segment, Stripes, operates retail convenience stores in
Texas, New Mexico 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, 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 March 30,
2008

(dollars and gallons in thousands)



|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|----------------------------------------- |  | ------------- | ------- | ---------------- | - | ------------------------ |  | - | -------- | - |  | ------ | ------ | - |  | - | ---------
|                                          |  | RetailSegment |         | WholesaleSegment |   | IntercompanyEliminations |  |   | AllOther |   |  | Totals
|Revenue:                                  |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Merchandise                               |  | $             | 168,771 |                  | $ |                         |  | $ |         |   |  | $      |       |   |  | $ | 168,771  
|                                          |  |               |         |                  |  
|Fuel                                      |  |               | 519,797 |                  |   | 597,859                  |  |   | (295,264 | ) |  |        |       |   |  |   | 822,392  
|                                          |  |               |         |                  |  
|Other                                     |  |               | 7,655   |                  |   | 3,828                    |  |   | (2,043   | ) |  |        | 103    |   |  |   | 9,543    
|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|Total revenue                             |  |               | 696,223 |                  |   | 601,687                  |  |   | (297,307 | ) |  |        | 103    |   |  |   | 1,000,706
|                                          |  |               |         |                  |  
|Gross profit:                             |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Merchandise                               |  |               | 56,668  |                  |   |                         |  |   |         |   |  |        |       |   |  |   | 56,668   
|                                          |  |               |         |                  |  
|Fuel                                      |  |               | 20,257  |                  |   | 5,580                    |  |   |         |   |  |        |       |   |  |   | 25,837   
|                                          |  |               |         |                  |  
|Other                                     |  |               | 7,655   |                  |   | 1,406                    |  |   | (15      | ) |  |        | 57     |   |  |   | 9,103    
|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Total gross profit                        |  |               | 84,580  |                  |   | 6,986                    |  |   | (15      | ) |  |        | 57     |   |  |   | 91,608   
|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Selling, general, and administrative      |  |               | 70,629  |                  |   | 2,697                    |  |   | (15      | ) |  |        | 2,491  |   |  |   | 75,802   
|                                          |  |               |         |                  |  
|Depreciation, amortization, and accretion |  |               | 9,319   |                  |   | 1,292                    |  |   |         |   |  |        | 125    |   |  |   | 10,736   
|                                          |  |               |         |                  |  
|Other operating expenses                  |  |               | 95      |                  |   |                         |  |   |         |   |  |        | 3      |   |  |   | 98       
|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Operating income (loss)                   |  | $             | 4,537   |                  | $ | 2,997                    |  | $ |         |   |  | $      | (2,562 | ) |  | $ | 4,972    
|                                          |  |               |         |                  |   |                          |  |   |          |   |  |        |        |   |  |   |          
|                                          |  |               |         |                  |  
|Gallons                                   |  |               | 169,313 |                  |   | 230,722                  |  |   | (116,612 | ) |  |        |       |   |  |   | 283,423  
|                                          |  |               |         |                  |  
|Total assets                              |  | $             | 743,829 |                  | $ | 106,949                  |  | $ | (275     | ) |  | $      | 15,187 |   |  | $ | 865,690  
|                                          |  |               |         |                  |  
|Goodwill                                  |  | $             | 235,489 |                  | $ | 13,320                   |  | $ |         |   |  | $      |       |   |  | $ | 248,809  
|                                          |  |               |         |                  |  
|Gross capital expenditures                |  | $             | 14,046  |                  | $ | 1,114                    |  | $ |         |   |  | $      | 83     |   |  | $ | 15,243   



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Segment Financial Data for the Three Months Ended March 29, 2009

(dollars and gallons in thousands)



|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|----------------------------------------- |  | ------------- | ------- | ---------------- | - | ------- | ------------------------ |  | - | -------- | - |  | ------ | ------ | - |  | - | -------
|                                          |  | RetailSegment |         | WholesaleSegment |   |         | IntercompanyEliminations |  |   | AllOther |   |  | Totals
|Revenue:                                  |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Merchandise                               |  | $             | 181,919 |                  | $ |        |                          |  | $ |         |   |  | $      |       |   |  | $ | 181,919
|                                          |  |               |         |                  |  
|Fuel                                      |  |               | 322,072 |                  |   | 398,000 |                          |  |   | (230,673 | ) |  |        |       |   |  |   | 489,399
|                                          |  |               |         |                  |  
|Other                                     |  |               | 7,352   |                  |   | 4,170   |                          |  |   | (2,233   | ) |  |        | 111    |   |  |   | 9,400  
|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|Total revenue                             |  |               | 511,343 |                  |   | 402,170 |                          |  |   | (232,906 | ) |  |        | 111    |   |  |   | 680,718
|                                          |  |               |         |                  |  
|Gross profit:                             |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Merchandise                               |  |               | 62,416  |                  |   |        |                          |  |   |         |   |  |        |       |   |  |   | 62,416 
|                                          |  |               |         |                  |  
|Fuel                                      |  |               | 21,204  |                  |   | 4,251   |                          |  |   |         |   |  |        |       |   |  |   | 25,455 
|                                          |  |               |         |                  |  
|Other                                     |  |               | 7,352   |                  |   | 1,991   |                          |  |   | (16      | ) |  |        | (27    | ) |  |   | 9,300  
|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Total gross profit                        |  |               | 90,972  |                  |   | 6,242   |                          |  |   | (16      | ) |  |        | (27    | ) |  |   | 97,171 
|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Selling, general, and administrative      |  |               | 73,539  |                  |   | 2,872   |                          |  |   | (16      | ) |  |        | 2,220  |   |  |   | 78,615 
|                                          |  |               |         |                  |  
|Depreciation, amortization, and accretion |  |               | 8,819   |                  |   | 1,023   |                          |  |   |         |   |  |        | 121    |   |  |   | 9,963  
|                                          |  |               |         |                  |  
|Other operating expenses (income)         |  |               | 55      |                  |   | (3      | )                        |  |   |         |   |  |        |       |   |  |   | 52     
|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Operating income (loss)                   |  | $             | 8,559   |                  | $ | 2,350   |                          |  | $ |         |   |  | $      | (2,368 | ) |  | $ | 8,541  
|                                          |  |               |         |                  |   |         |                          |  |   |          |   |  |        |        |   |  |   |        
|                                          |  |               |         |                  |  
|Gallons                                   |  |               | 179,412 |                  |   | 300,139 |                          |  |   | (177,670 | ) |  |        |       |   |  |   | 301,881
|                                          |  |               |         |                  |  
|Total assets                              |  | $             | 720,312 |                  | $ | 94,775  |                          |  | $ | 144      |   |  | $      | 19,013 |   |  | $ | 834,244
|                                          |  |               |         |                  |  
|Goodwill                                  |  | $             | 221,543 |                  | $ | 16,410  |                          |  | $ |         |   |  | $      |       |   |  | $ | 237,953
|                                          |  |               |         |                  |  
|Gross capital expenditures                |  | $             | 5,144   |                  | $ | 1,131   |                          |  | $ |         |   |  | $      |       |   |  | $ | 6,275  



|15. | 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. Units not included in
the denominator for basic EPS, but evaluated for inclusion in the denominator for diluted EPS, included options and restricted stock granted under the 2006 Equity Incentive Plan. (see Note 12)



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A reconciliation of the numerators and denominators of the basic and diluted per share computations is as
follows:



|                                                                                                                                                                                    |  |                                                |            |   |               |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                                                                                                                                    |  | Three Months Ended                             |           
|                                                                                                                                                                                    |  | March 30,2008                                  |            |   | March 29,2009 |  
|                                                                                                                                                                                    |  | (in thousands, except share and per sharedata) |           
|Net loss attributable to Susser Holdings Corporation                                                                                                                                |  | $                                              | (3,360     | ) |               | $ | (931       | )
|Denominator for basic earnings per share:                                                                                                                                           |  |                                                |            |   |               |   |            |  
|Weighted average number of common shares outstanding during the period                                                                                                              |  |                                                | 16,880,404 |   |               |   | 16,924,522 |  
|Incremental common shares attributable to exercise of outstanding dilutive options and restricted shares                                                                            |  |                                                |           |   |               |   |           |  
|                                                                                                                                                                                    |  |                                                |            |   |               |   |            |  
|Denominator for diluted earnings per common share                                                                                                                                   |  |                                                | 16,880,404 |   |               |   | 16,924,522 |  
|                                                                                                                                                                                    |  |                                               
|Net loss per share, attributable to Susser Holdings Corporation:                                                                                                                    |  |                                                |            |   |               |   |            |  
|                                                                                                                                                                                    |  |                                               
|Per common share  basic                                                                                                                                                            |  | $                                              | (0.20      | ) |               | $ | (0.05      | )
|                                                                                                                                                                                    |  |                                                |            |   |               |   |            |  
|                                                                                                                                                                                    |  |                                               
|Per common share  diluted                                                                                                                                                          |  | $                                              | (0.20      | ) |               | $ | (0.05      | )
|                                                                                                                                                                                    |  |                                                |            |   |               |   |            |  
|                                                                                                                                                                                    |  |                                               
|Options and non-vested restricted shares not included in diluted net loss attributable to Susser Holdings Corporation common shareholders
because the effect would be anti-dilutive |  |                                                | 1,772,224  |   |               |   | 1,860,819  |  



|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 28, 2008. Our fiscal year contains either 52 or 53 weeks and ends on the Sunday closest to December 31. All references to the first quarter of 2008 and 2009 refer to the 13-week
periods ended March 30, 2008 and March 29 2009, 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 under the Private Securities Litigation Reform Act of 1995 and are intended to enjoy protection of the safe harbor for
forward-looking statements provided by that Act. 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 and benefits 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



19



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##### Table of Contents

| |  |  | Volatility in crude oil and wholesale petroleum costs;
| | - |  | ------------------------------------------------------



| |  |  | Currently unknown liabilities in connection with the acquisition of Town & Country;
| | - |  | -----------------------------------------------------------------------------------



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



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



| |  |  | Intense competition and fragmentation in the wholesale motor fuel distribution industry;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | The operation of our stores in close proximity to stores of our dealers;
| | - |  | ------------------------------------------------------------------------



| |  |  | Changes in economic conditions, generally, and in the markets we serve, consumer behavior, and travel and tourism trends;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Seasonal trends in the industries in which we operate;
| | - |  | ------------------------------------------------------



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



| |  |  | Cross-border risks associated with the concentration of our stores in markets bordering Mexico;
| | - |  | -----------------------------------------------------------------------------------------------



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



| |  |  | Our ability to comply with federal and state regulations including those related to environmental matters and the sale of alcohol and cigarettes;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Dangers inherent in storing and transporting motor fuel;
| | - |  | --------------------------------------------------------



| |  |  | Pending or future consumer or other litigation;
| | - |  | -----------------------------------------------



| |  |  | Our ability to insure our motor fuel operations;
| | - |  | ------------------------------------------------



| |  |  | Dependence on one principal supplier for merchandise;
| | - |  | -----------------------------------------------------



| |  |  | Dependence on two principal suppliers for motor fuel and one principal provider for third-party transportation of substantially all motor fuel;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Dependence on senior management and the ability to attract qualified employees;
| | - |  | -------------------------------------------------------------------------------



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



| |  |  | Risks relating to our substantial indebtedness;
| | - |  | -----------------------------------------------



| |  |  | Dependence on our information technology systems;
| | - |  | -------------------------------------------------



| |  |  | Changes in accounting standards; 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 28, 2008. 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.

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 March 29,
2009, our retail segment operated 513 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, foodservice, motor fuel and other services. During the first quarter 2009 we opened one new store, and as of May 6, 2009, we have
opened another one in the second quarter.



20



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##### Table of Contents

For the quarter ended March 29, 2009, we sold 301.9 million gallons of branded and unbranded
motor fuel. We purchase fuel directly from refiners and distribute it to our retail convenience stores, contracted independent operators of convenience stores (dealers), unbranded convenience stores and other commercial users. As of
March 29, 2009, we supplied 371 dealer locations. We believe our combined retail/wholesale business model, scale, market share, and foodservice and merchandising offerings, combined with our highly productive new store model and selective
acquisition opportunities, position us for ongoing growth in sales and profitability.

Our total revenues, net loss attributable to Susser
Holdings Corporation and Adjusted EBITDA were $680.7 million, $(0.9) million and $19.3 million, respectively, for first quarter 2009, compared to $1,000.7 million, $(3.4) million and $16.6 million, respectively, for first quarter 2008. 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.

After experiencing record-high energy prices in mid-2008, the cost of crude
oil fell from $145 per barrel in July 2008 to under $40 per barrel early in the first quarter of 2009. This reduction results in lower motor fuel prices for our customers and lower credit card fees for our Company. A related drop in natural gas
prices has also reduced our electricity costs.

The economy in Texas, Oklahoma and New Mexico continues to fare better than many other
parts of the nation, partly buoyed by a relatively stable housing market, a healthy regional banking market and strong population growth demographics. However, the dramatic reduction in commodity prices and the national recession and recession in
Mexico has triggered increased unemployment and reduced economic activity in our markets in recent months.

The current turmoil in the
nations credit markets is affecting our lenders and the real estate finance markets we have relied on in recent years to finance significant acquisitions and new store development. We believe we have adequate liquidity and financial
flexibility to continue to operate and grow our business, but we are exercising caution in our capital spending program until we see an improvement in the credit markets. As of March 29, 2009 we had $5.9 million drawn and $22.1 million in
standby letters of credit issued against our $120.0 million revolving line of credit. As of March 29, 2009, our unused availability under the revolver was $57.5 million. We have no significant maturities of long-term debt until November 2012.



21



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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                                                                  |          
|                                              |  | March 30,2008                                                                       |           |   | March 29,2009 |  
|                                              |  | (dollars in thousands, except motor fuel pricing and gross profit cents per gallon) |          
|Revenue:                                      |  |                                                                                     |           |   |               |   |         |  
|Merchandise sales                             |  | $                                                                                   | 168,771   |   |               | $ | 181,919 |  
|Motor fuelretail                             |  |                                                                                     | 519,797   |   |               |   | 322,072 |  
|Motor fuelwholesale                          |  |                                                                                     | 302,595   |   |               |   | 167,327 |  
|Other                                         |  |                                                                                     | 9,543     |   |               |   | 9,400   |  
|                                              |  |                                                                                     |           |   |               |   |         |  
|Total revenue                                 |  | $                                                                                   | 1,000,706 |   |               | $ | 680,718 |  
|Gross profit:                                 |  |                                                                                     |           |   |               |   |         |  
|Merchandise                                   |  | $                                                                                   | 56,668    |   |               | $ | 62,416  |  
|Motor fuelretail                             |  |                                                                                     | 20,257    |   |               |   | 21,204  |  
|Motor fuelwholesale                          |  |                                                                                     | 5,580     |   |               |   | 4,251   |  
|Other                                         |  |                                                                                     | 9,103     |   |               |   | 9,300   |  
|                                              |  |                                                                                     |           |   |               |   |         |  
|Total gross profit                            |  | $                                                                                   | 91,608    |   |               | $ | 97,171  |  
|Adjusted EBITDA (3):                          |  |                                                                                     |           |   |               |   |         |  
|Retail                                        |  | $                                                                                   | 13,951    |   |               | $ | 17,433  |  
|Wholesale                                     |  |                                                                                     | 4,289     |   |               |   | 3,370   |  
|Other                                         |  |                                                                                     | (1,601    | ) |               |   | (1,486  | )
|                                              |  |                                                                                     |           |   |               |   |         |  
|Total Adjusted EBITDA                         |  | $                                                                                   | 16,639    |   |               | $ | 19,317  |  
|Retail merchandise margin                     |  |                                                                                     | 33.6      | % |               |   | 34.3    | %
|Merchandise same store sales growth (1)       |  |                                                                                     | 8.9       | % |               |   | 6.0     | %
|Average per retail store:                     |  |                                                                                     |           |   |               |   |         |  
|Merchandise sales                             |  | $                                                                                   | 334.0     |   |               | $ | 355.1   |  
|Motor fuel gallons                            |  |                                                                                     | 340.4     |   |               |   | 356.0   |  
|Motor fuel gallons sold:                      |  |                                                                                     |           |   |               |   |         |  
|Retail                                        |  |                                                                                     | 169,313   |   |               |   | 179,412 |  
|Wholesale                                     |  |                                                                                     | 114,110   |   |               |   | 122,469 |  
|Average retail price of motor fuel            |  | $                                                                                   | 3.07      |   |               | $ | 1.80    |  
|Motor fuel gross profit cents per gallon (2): |  |                                                                                     |           |   |               |   |         |  
|Retail                                        |  |                                                                                     | 12.0      | ¢ |               |   | 11.8    | ¢
|Wholesale                                     |  |                                                                                     | 4.9       | ¢ |               |   | 3.5     | ¢



|(1) | Previously reported first quarter 2008 merchandise same store sales growth rate of 8.2% was understated due to the inclusion in the store base used to calculate this metric of three
locations that closed in December 2007. Merchandise same store sales growth for the first quarter of 2008 was 8.9%.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects reclassification of fuel vendor incentives from operating expense to fuel cost of sales.
|--- | -------------------------------------------------------------------------------------------------

|(3) | We define EBITDA as net income attributable to Susser Holdings Corporation 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 are also excluded in measuring our covenants under our revolving credit facility and the indenture governing our senior notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

EBITDA and Adjusted EBITDA are important measures used by management in evaluating our business because:



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



| |  |  | Adjusted EBITDA facilitates managements ability to measure the operating performance of our business on a consistent basis by excluding the impact of items
not directly resulting from our retail convenience stores and wholesale motor fuel distribution operations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Adjusted EBITDA 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
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Adjusted EBITDA is used by our Board 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 alternatives to net income as measures 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 substitutes 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 existing revolving credit
facility or existing 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|                                                     |  |                    |        |   |               |   |        |  
|---------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                                     |  | Three Months Ended |       
|                                                     |  | March 30,2008      |        |   | March 29,2009 |  
|                                                     |  | (in thousands)     |       
|Net loss attributable to Susser Holdings Corporation |  | $                  | (3,360 | ) |               | $ | (931   | )
|Depreciation, amortization, and accretion            |  |                    | 10,736 |   |               |   | 9,963  |  
|Interest expense, net                                |  |                    | 9,862  |   |               |   | 9,633  |  
|Income tax benefit                                   |  |                    | (1,384 | ) |               |   | (96    | )
|                                                     |  |                    |        |   |               |   |        |  
|EBITDA                                               |  |                    | 15,854 |   |               |   | 18,569 |  
|Non-cash stock based compensation                    |  |                    | 845    |   |               |   | 773    |  
|Loss on disposal of assets                           |  |                    | 98     |   |               |   | 52     |  
|Other miscellaneous                                  |  |                    | (158   | ) |               |   | (77    | )
|                                                     |  |                    |        |   |               |   |        |  
|Adjusted EBITDA                                      |  | $                  | 16,639 |   |               | $ | 19,317 |  
|                                                     |  |                    |        |   |               |   |        |  



23



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##### Table of Contents

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



|                                          |  |                    |        |   |               |   |        |  
|----------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                          |  | Three Months Ended |       
|                                          |  | March 30,2008      |        |   | March 29,2009 |  
|                                          |  | (in thousands)     |       
|Net cash provided by operating activities |  | $                  | 3,450  |   |               | $ | 11,722 |  
|Changes in operating assets & liabilities |  |                    | 2,582  |   |               |   | (2,409 | )
|Loss on disposal of assets                |  |                    | (98    | ) |               |   | (52    | )
|Non-cash stock based compensation expense |  |                    | (845   | ) |               |   | (773   | )
|Noncontrolling interest                   |  |                    | (12    | ) |               |   | (12    | )
|Deferred income tax                       |  |                    | 2,185  |   |               |   | 407    |  
|Amortization of debt premium              |  |                    | 114    |   |               |   | 149    |  
|Income taxes                              |  |                    | (1,384 | ) |               |   | (96    | )
|Interest expense, net                     |  |                    | 9,862  |   |               |   | 9,633  |  
|                                          |  |                    |        |   |               |   |        |  
|EBITDA                                    |  |                    | 15,854 |   |               |   | 18,569 |  
|Non-cash stock based compensation         |  |                    | 845    |   |               |   | 773    |  
|Loss on disposal of assets                |  |                    | 98     |   |               |   | 52     |  
|Other miscellaneous                       |  |                    | (158   | ) |               |   | (77    | )
|                                          |  |                    |        |   |               |   |        |  
|Adjusted EBITDA                           |  | $                  | 16,639 |   |               | $ | 19,317 |  
|                                          |  |                    |        |   |               |   |        |  

Refer to Note 14 of the accompanying Notes to Consolidated Financial Statements for a description
of our segment reporting. The following tables present a reconciliation of our segment operating income to EBITDA and Adjusted EBITDA:



|                                                        |  |                    |        |                    |   |               |                    |               |       |                    |               |       |   |               |   |        |               |  |   |               |   |  |   |        |   |  |   |        |  
|------------------------------------------------------- |  | ------------------ | ------ | ------------------ | - | ------------- | ------------------ | ------------- | ----- | ------------------ | ------------- | ----- | - | ------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                        |  | Retail Segment     |        | Wholesale Segment  |   |               | All Other          |               |       | Total              |              
|                                                        |  | Three Months Ended |        | Three Months Ended |   |               | Three Months Ended |               |       | Three Months Ended |              
|                                                        |  | March 30,2008      |        | March 29,2009      |   | March 30,2008 |                    | March 29,2009 |       |                    | March 30,2008 |       |   | March 29,2009 |   |        | March 30,2008 |  |   | March 29,2009 |  
|                                                        |  | (in thousands)     |       
|Operating income (loss)                                 |  | $                  | 4,537  |                    | $ | 8,559         |                    | $             | 2,997 |                    | $             | 2,350 |   |               | $ | (2,562 | )             |  | $ | (2,368        | ) |  | $ | 4,972  |   |  | $ | 8,541  |  
|Depreciation, amortization, and accretion               |  |                    | 9,319  |                    |   | 8,819         |                    |               | 1,292 |                    |               | 1,023 |   |               |   | 125    |               |  |   | 121           |   |  |   | 10,736 |   |  |   | 9,963  |  
|Other miscellaneous                                     |  |                    |       |                    |   |              |                    |               |      |                    |               |      |   |               |   | 158    |               |  |   | 77            |   |  |   | 158    |   |  |   | 77     |  
|Noncontrolling interest                                 |  |                    |       |                    |   |              |                    |               |      |                    |               |      |   |               |   | (12    | )             |  |   | (12           | ) |  |   | (12    | ) |  |   | (12    | )
|                                                        |  |                    |        |                    |   |               |                    |               |       |                    |               |       |   |               |   |        |               |  |   |               |   |  |   |        |   |  |   |        |  
|EBITDA                                                  |  |                    | 13,856 |                    |   | 17,378        |                    |               | 4,289 |                    |               | 3,373 |   |               |   | (2,291 | )             |  |   | (2,182        | ) |  |   | 15,854 |   |  |   | 18,569 |  
|Non-cash stock based compensation                       |  |                    |       |                    |   |              |                    |               |      |                    |               |      |   |               |   | 845    |               |  |   | 773           |   |  |   | 845    |   |  |   | 773    |  
|(Gain) loss on disposal of assets and impairment charge |  |                    | 95     |                    |   | 55            |                    |               |      |                    |               | (3    | ) |               |   | 3      |               |  |   |              |   |  |   | 98     |   |  |   | 52     |  
|Other operating expenses                                |  |                    |       |                    |   |              |                    |               |      |                    |               |      |   |               |   | (158   | )             |  |   | (77           | ) |  |   | (158   | ) |  |   | (77    | )
|                                                        |  |                    |        |                    |   |               |                    |               |       |                    |               |       |   |               |   |        |               |  |   |               |   |  |   |        |   |  |   |        |  
|Adjusted EBITDA                                         |  | $                  | 13,951 |                    | $ | 17,433        |                    | $             | 4,289 |                    | $             | 3,370 |   |               | $ | (1,601 | )             |  | $ | (1,486        | ) |  | $ | 16,639 |   |  | $ | 19,317 |  
|                                                        |  |                    |        |                    |   |               |                    |               |       |                    |               |       |   |               |   |        |               |  |   |               |   |  |   |        |   |  |   |        |  



24



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First Quarter 2009 Compared to First Quarter 2008

The following discussion of results for first quarter 2009 compared to first quarter 2008 compares the 13-week period of operations ended March 29,
2009 to the 13-week period of operations ended March 30, 2008. During 2008, we constructed or acquired 12 stores of which 9 opened after the first quarter of 2008 and therefore those stores did not contribute to results in the first quarter of
2008. In addition, one new store was opened during the first quarter of 2009.

Total Revenue. Total revenue for first quarter
2009 was $680.7 million, a decrease of $320.0 million, or 32.0%, from 2008. The decrease in total revenue was driven by a 38.0% decrease in retail fuel revenue and a 44.7% decrease in wholesale fuel revenue, both due to the lower price of motor
fuel, as further discussed below.

Total Gross Profit. Total gross profit for first quarter 2009 was $97.2 million, an
increase of $5.6 million, or 6.1% over 2008. Contributing to the increase was the impact of the new stores constructed or acquired during 2008 and 2009 ($2.4 million of growth in gross profit) and other reasons as further described below.

Merchandise Sales and Gross Profit. Merchandise sales were $181.9 million for first quarter 2009, a $13.1 million, or 7.8%
increase over 2008. Our performance was due to a 6.0% merchandise same store sales increase, accounting for $10.0 million of the increase, with the balance due to new stores built or acquired in 2008 and 2009. Merchandise same-store sales include
food service sales but do not include motor fuel sales due to the volatility in the retail price of motor fuel. Key categories contributing to the merchandise same store sales increase were packaged drinks, food service, beer, and snacks. Food
service includes sales from restaurant operations, hot dogs, fountain beverages, coffee, and other prepared foods.

Merchandise gross
profit was $62.4 million for the first quarter of 2009, a $5.7 million, or 10.1% increase over 2008, which was driven by the increase in merchandise sales and an increase in gross profit margin from 33.6% to 34.3%. Our reported merchandise margins
do not include other income from services such as ATMs, lottery, prepaid phone cards and car washes.

Retail Motor Fuel Sales,
Gallons, and Gross Profit. Retail sales of motor fuel for 2009 were $322.1 million, a decrease of 38.0% from 2008, driven by a 41.5% decrease in the average retail price of motor fuel slightly offset by a 6.0% increase in retail gallons
sold. We sold an average of 0.4 million gallons per retail store, 4.6% higher than last year. Retail motor fuel gross profit increased by 4.7% over 2008 due to the increase in gallons sold.

The average retail fuel margin decreased slightly from 12.0 cents per gallon to 11.8 cents per gallon. However, after deducting credit card fees, the net
margin increased from 8.2 cents per gallon to 9.1 cents per gallon. Historically, our fuel margins have been generally lowest in the first quarter.

Wholesale Motor Fuel Sales, Gallons, and Gross Profit. Wholesale motor fuel revenues to third parties for the first quarter of 2009 were $167.3 million, a 44.7% decrease over 2008. The decrease was driven by a 48.5% decrease
in the wholesale selling price per gallon slightly offset by a 7.3% increase in gallons sold. Wholesale motor fuel gross profit of $4.3 million decreased 23.8% from 2008 due to a 29.0% decrease in the gross profit per gallon from 4.9 to 3.5 cents
per gallon, partly offset by the increase in gallons.

Other Revenue and Gross Profit. Other revenue of $9.4 million for
first quarter 2009 decreased by $ 0.1 million or 1.5% from 2008, with a 2.2 % increase in associated gross profit.

Personnel Expense. For the first quarter of 2009, personnel expense increased $5.1 million or 16.8% over 2008. Of the increase in personnel expense, $1.3 million was attributable to the new stores acquired and constructed
during 2008 and 2009.

General and Administrative Expenses. For first quarter 2009, general and administrative expenses
decreased by $0.2 million, or 2.2% from 2008. We began to realize the full synergies in G&A costs from the Town & Country integration in the second half of 2008.

Other Operating Expenses. Other operating expenses decreased by $2.7 million or 9.7% over 2008. The decrease was primarily due to a
decrease in credit card expenses of $1.6 million or 1.1 cents per gallon, and a decrease in insurance expense of $0.9 million primarily due to lower premiums and claims.



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Rent Expense. Rent expense for first quarter 2009 of $9.0 million was $0.6 million or 7.2%
higher than 2008 due primarily to rent expense on additional leased stores.

Depreciation, Amortization, and Accretion.
Depreciation, amortization and accretion expense for first quarter 2009 of $10.0 million was down $0.8 million or 7.2% from 2008. This decrease was partially related to adjustments of $0.3 million recorded during the first quarter of 2009 to the
amortization of the leasehold disadvantage related to the final purchase price allocation of the Town & Country acquisition.

Income from Operations. Income from operations for first quarter 2009 was $8.5 million, compared to $5.0 million for 2008. The increase is attributed to an increase in gross profit, partially offset by the changes in operating
expenses, as described above.

Interest Expense, Net. Net interest expense for first quarter 2009 was $9.6 million, a
decrease of $0.3 million from 2008 primarily due to lower amounts outstanding under the revolving credit facility and lower interest rates on our variable-rate debt.

Income Tax. The income tax benefit accrued for first quarter 2009 was $0.1 million, which consisted of $0.5 million of expense attributable to the Texas margin tax and $0.6 million of income tax benefit
related to federal and state income tax. The income tax benefit accrued for first quarter 2008 was $1.4 million, which consisted of $0.4 million of expense attributable to the Texas margin tax and $1.8 million of income tax benefit related to
federal and state income tax. See Note 10 of the accompanying Notes to Consolidated Financial Statements for further discussion of our income tax provision.

Net loss attributable to Susser Holdings Corporation. We recorded a net loss attributable to Susser Holdings Corporation for the first quarter 2009 of $0.9 million, compared to a net loss attributable to
Susser Holdings Corporation of $3.4 million for 2008. The improvement is primarily due to the same factors impacting operating income, as described above, and the decrease in interest expense, offset by the decrease in income tax benefit.

Adjusted EBITDA.Adjusted EBITDA for first quarter 2009 was $19.3 million, an increase of $2.7 million, or 16.1%
compared to 2008. Retail segment Adjusted EBITDA of $17.4 million increased by $3.5 million, or 25.0% compared to 2008, primarily due to higher merchandise and fuel gross profit. Wholesale segment Adjusted EBITDA of $3.4 million decreased by $0.9
million, or 21.5% from 2008, primarily resulting from the lower fuel margin. Other segment Adjusted EBITDA reflects net expenses of $1.5 million for the quarter, compared to $1.6 million for the same period in 2008.



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##### Table of Contents

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.

Cash flows from operations were $11.7 million and $3.5 million for the first three months of 2009 and 2008, respectively. The change in our cash provided
from operating activities for the respective periods was primarily attributable to the increase in income from operations and 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 $14.4 million of cash and cash equivalents on hand at March 29, 2009 compared to $13.8 million at March 30, 2008, and $8.3 million at December 28, 2008.

Capital Expenditures. Capital expenditures, before any sale/leasebacks and asset dispositions, were $6.3 million and
$15.2 million during the first three months of 2009 and 2008, respectively. We opened one new retail store during first quarter 2009 bringing our store count to 513 as of March 29, 2009. We opened one additional store during the second quarter
of 2009 as of May 6, 2009, and currently have three additional stores under construction.

During the first quarter our wholesale
division added one dealer and terminated supply at two dealer sites.

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



|                              |  |                                 |  
|----------------------------- |  | ------------------------------- | -
|                              |  | Three MonthsEnded March 29,2009 |  
|Retail stores:                |  |                                 |  
|Number at beginning of period |  | 512                             |  
|New stores                    |  | 1                               |  
|                              |  |                                 |  
|Number at end of period       |  | 513                             |  
|                              |  |                                 |  
|                              | 
|Wholesale dealer locations:   |  |                                 |  
|Number at beginning of period |  | 372                             |  
|New locations                 |  | 1                               |  
|Closed locations              |  | (2                              | )
|                              |  |                                 |  
|Number at end of period       |  | 371                             |  
|                              |  |                                 |  

During fiscal 2009, we plan to invest approximately $40 to $60 million (net of anticipated lease
financing) in new retail stores, new dealer projects and maintenance, and upgrade of our existing facilities. We plan to finance our capital spending plan with cash flow from operations, cash balances, borrowings under the revolving credit facility,
long-term mortgage debt and additional lease financing. We currently expect we will be able to access financing for our new store program. However, if we are not able to obtain sale/leaseback, long-term mortgage debt or other financing during 2009,
or if our actual cash flows from operations are lower than expected, we may defer a portion of our new store expansion program, our planned rebranding of the Town & Country stores, or other discretionary capital spending.

Cash Flows from Financing Activities. At March 29, 2009, our outstanding debt was $405.7 million, excluding $3.6 million unamortized
issuance premium.

Credit Facilities.On November 13, 2007, as part of the TCFS Acquisition, we, as parent guarantor,
and our indirect wholly-owned subsidiary Susser Holdings, L.L.C., as borrower (the Borrower), entered into a new credit agreement with a syndicate of financial institutions providing for a five year revolving credit facility in an
aggregate principal amount of up to $90 million, referred to as the revolving credit facility, and a five year term loan facility in the aggregate principal amount of $105 million, referred to as the term loan facility. We
and each of our existing and future direct and indirect subsidiaries (other than (i) any subsidiary that is a



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controlled foreign corporation under the Internal Revenue Code or a subsidiary that is held directly or indirectly by a controlled foreign
corporation and (ii) Susser Company, Ltd.) are, and will be, guarantors under each of the facilities. In May 2008 we increased the aggregate commitments under the revolving credit facility to $120 million, which expires November 2012, to
provide additional capacity on the working capital line in the face of rapidly rising fuel costs. When the cost of fuel increases, our working capital requirements tend to increase, but we also have related increases in trade receivables and fuel
inventory balances which provide additional borrowing base to support a higher revolving credit facility.

Availability under the revolving
credit facility is subject to a borrowing base equal to the lesser of (x) (a) 85% of eligible accounts receivable plus (b) 55% of eligible inventory plus (c) 60% of the fair market value of certain designated eligible real
property which shall not exceed 35% of the aggregate borrowing base amount, minus (d) such reserves as the administrative agent of the revolving credit facility may establish in its reasonable credit judgment acting in good faith (including,
without limitation, reserves for exposure under swap contracts and obligations relating to treasury management products)) and (y) 85% of gross accounts receivable plus 60% of gross inventory.

As of March 29, 2009, we had $5.9 million outstanding under the revolving credit facility and $22.1 million in standby letters of credit, which
includes a $10.0 million letter of credit held in escrow related to the TCFS Acquisition that will be eligible to be drawn in November 2009, net of any settled or pending indemnity claims. Our borrowing base in effect at March 29, 2009, allowed
a maximum borrowing, including outstanding letters of credit, of $85.4 million. This reduction in our borrowing base from the full $120 million commitment reflects the lower fuel prices at quarter-end, which reduced our trade receivable and fuel
inventory balances. The reduction in fuel prices also tends to reduce our working capital requirements, and therefore our need to borrow against the revolver. Our unused availability on the revolver at March 29, 2009 was $57.5 million.

During the first quarter of 2009, the Company entered into interest rate swaps on $70 million notional principal for a three-year term.
The swaps exchange a floating to fixed rate against our variable- rate term loan, and are accounted for as cash flow hedges.

Senior Notes. On December 21, 2005, Susser Holdings, L.L.C. and a subsidiary,
Susser Finance Corporation (which we refer to, collectively, as the issuers), sold $170 million of 10 5/8% senior
unsecured notes due, 2013 (referred to as the original notes). Proceeds from the sale of the original notes were used to fund the 2005 recapitalization, repay existing indebtedness and pay related fees and expenses. A portion of the
proceeds from the IPO were used to redeem $50 million of the original notes, plus accrued interest and premium thereon on November 24, 2006.

The issuers issued and sold, on November 13, 2007, as part of the TCFS Acquisition, an
additional $150 million in aggregate principal amount, and on June 23, 2008, an additional $30 million in aggregate principal amount, of 10 5/8% senior notes, due 2013 (which we refer to, alone, as the additional notes and together with the original notes, as the senior notes). The additional notes were issued under, and are governed
by the terms of, the indenture, dated as of December 21, 2005, governing the original notes (referred to as the indenture). Under the indenture, the original notes and the additional notes are subject to the same interest payment,
ranking, redemption and change of control provisions, covenants and transfer restrictions and pay interest semiannually in arrears on June 15 and December 15 of each year. The senior notes mature on December 15, 2013 and are
guaranteed by us and each existing and future domestic subsidiary of the issuers with the exception of one non-wholly-owned subsidiary.

We incurred approximately $7.7 million in total costs associated with the issuance of the additional senior notes, which were deferred and are being amortized to interest expense over the remaining life of the senior notes. We are also
amortizing $4.4 million of issuance premiums as a credit to interest expense over the remaining life of the senior notes.

For more
information regarding the terms of the revolving credit facility, the term loan facility and the senior notes, please see Note 7 in the accompanying Notes to Consolidated Financial Statements.

Long Term Liquidity.We expect that our cash flows from operations, cash on hand, lease financing, and our 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



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market conditions, we from time to time consider opportunities to refinance our existing indebtedness, and although we may refinance all or part of our
indebtedness in the future, including our existing notes and our revolving credit and term loan facilities, there can be no assurances that we will do so. Changes in our operating plans, lower than anticipated sales, increased expenses, 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. Debt financing, if available, could impose additional cash
payment obligations and additional covenants and operating restrictions. In addition, any of the items discussed in detail under Risk Factors may also significantly impact our liquidity.

Properties. 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 28,2008 |  | March 29,2009
|                                       |  | Fee              |  | Leased        |  | Fee |  | Leased
|Operating sites:                       |  |                  |  |               |  |     |  |       
|Retail                                 |  | 243              |  | 269           |  | 244 |  | 269   
|Wholesale                              |  | 45               |  | 12            |  | 44  |  | 13    
|                                       |  |                  |  |               |  |     |  |       
|Total                                  |  | 288              |  | 281           |  | 288 |  | 282   
|                                       |  |                  |  |              
|Office locations                       |  | 8                |  | 3             |  | 7   |  | 3     
|Properties currently being developed   |  | 1                |  |              |  | 2   |  |      
|Properties held for future development |  | 19               |  |              |  | 19  |  |      
|Income producing properties            |  |                 |  | 9             |  |    |  | 9     
|Surplus properties for sale            |  | 44               |  |              |  | 44  |  |      

We lease our corporate and retail segment headquarters facility, which consists of approximately
83,000 square feet of office and warehouse space located in Corpus Christi. The annual lease expense is approximately $144,000 net of taxes, insurance and maintenance. We own the headquarters of our wholesale segment, which consists of approximately
43,000 square feet of office and warehouse space in Houston.



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Quarterly Results of Operations and Seasonality

The following table sets forth certain unaudited financial and operating data for each of the last nine 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.



|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|----------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | ------ | - | ------- | ------ |  | - | ---------- | ---- |  | - | ------- | ------ |  |  | ------ | - | --------- | ------ |  | - | --------- | - |  | - | --------- | ------ |  | - | ------- | - |  |  |  | - | ------- | -
|                                                                              |  | 2007                               |         |   |        |   | 2008    |        |  |   |            | 2009 | 
|                                                                              |  | (dollars and gallons in thousands) |         |   |        |  
|                                                                              |  | 1stQTR                             |         |   | 2ndQTR |   |         | 3rdQTR |  |   | 4thQTR (a) |      |  |   |         | 1stQTR |  |  | 2ndQTR |   |           | 3rdQTR |  |   | 4thQTR    |   |  |   |           | 1stQTR | 
|Merchandise sales                                                             |  | $                                  | 93,365  |   |        | $ | 105,925 |        |  | $ | 108,227    |      |  | $ | 136,701 |        |  |  |        | $ | 168,771   |        |  | $ | 187,870   |   |  | $ | 189,272   |        |  | $ | 183,944 |   |  |  |  | $ | 181,919 |  
|Motor fuel sales:                                                             |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Retail                                                                        |  |                                    | 224,685 |   |        |   | 297,751 |        |  |   | 291,413    |      |  |   | 397,902 |        |  |  |        |   | 519,797   |        |  |   | 618,037   |   |  |   | 619,692   |        |  |   | 393,201 |   |  |  |  |   | 322,072 |  
|Wholesale                                                                     |  |                                    | 204,430 |   |        |   | 282,829 |        |  |   | 268,252    |      |  |   | 279,958 |        |  |  |        |   | 302,595   |        |  |   | 415,179   |   |  |   | 396,952   |        |  |   | 208,769 |   |  |  |  |   | 167,327 |  
|Other income                                                                  |  |                                    | 6,170   |   |        |   | 6,290   |        |  |   | 6,130      |      |  |   | 7,334   |        |  |  |        |   | 9,543     |        |  |   | 9,074     |   |  |   | 8,123     |        |  |   | 9,064   |   |  |  |  |   | 9,400   |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Total revenue                                                                 |  |                                    | 528,650 |   |        |   | 692,795 |        |  |   | 674,022    |      |  |   | 821,895 |        |  |  |        |   | 1,000,706 |        |  |   | 1,230,160 |   |  |   | 1,214,039 |        |  |   | 794,978 |   |  |  |  |   | 680,718 |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Merchandise gross profit                                                      |  |                                    | 29,960  |   |        |   | 34,043  |        |  |   | 35,921     |      |  |   | 44,642  |        |  |  |        |   | 56,668    |        |  |   | 64,416    |   |  |   | 65,966    |        |  |   | 63,592  |   |  |  |  |   | 62,416  |  
|Motor fuel gross profit(b):                                                   |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Retail                                                                        |  |                                    | 12,167  |   |        |   | 18,414  |        |  |   | 17,309     |      |  |   | 19,698  |        |  |  |        |   | 20,257    |        |  |   | 32,165    |   |  |   | 36,402    |        |  |   | 31,732  |   |  |  |  |   | 21,204  |  
|Wholesale                                                                     |  |                                    | 4,321   |   |        |   | 6,339   |        |  |   | 7,553      |      |  |   | 7,440   |        |  |  |        |   | 5,580     |        |  |   | 7,429     |   |  |   | 8,888     |        |  |   | 9,037   |   |  |  |  |   | 4,251   |  
|Other gross profit                                                            |  |                                    | 6,046   |   |        |   | 5,831   |        |  |   | 5,885      |      |  |   | 7,030   |        |  |  |        |   | 9,103     |        |  |   | 8,535     |   |  |   | 7,791     |        |  |   | 9,087   |   |  |  |  |   | 9,300   |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Total gross profit                                                            |  |                                    | 52,494  |   |        |   | 64,627  |        |  |   | 66,668     |      |  |   | 78,810  |        |  |  |        |   | 91,608    |        |  |   | 112,545   |   |  |   | 119,047   |        |  |   | 113,448 |   |  |  |  |   | 97,171  |  
|Income from operations                                                        |  |                                    | 780     |   |        |   | 9,412   |        |  |   | 7,944      |      |  |   | 8,122   |        |  |  |        |   | 4,972     |        |  |   | 20,291    |   |  |   | 21,137    |        |  |   | 19,499  |   |  |  |  |   | 8,541   |  
|Net income (loss) attributable to Susser Holdings Corporation                 |  | $                                  | (2,401  | ) |        | $ | 6,274   |        |  | $ | 4,841      |      |  | $ | 7,538   |        |  |  |        | $ | (3,360    | )      |  | $ | 6,662     |   |  | $ | 6,862     |        |  | $ | 6,313   |   |  |  |  | $ | (931    | )
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Earnings (loss) per common share attributable to Susser Holdings Corporation: |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Basic                                                                         |  | $                                  | (0.14   | ) |        | $ | 0.38    |        |  | $ | 0.29       |      |  | $ | 0.45    |        |  |  |        | $ | (0.20     | )      |  | $ | 0.39      |   |  | $ | 0.41      |        |  | $ | 0.37    |   |  |  |  | $ | (0.05   | )
|Diluted                                                                       |  | $                                  | (0.14   | ) |        | $ | 0.37    |        |  | $ | 0.29       |      |  | $ | 0.44    |        |  |  |        | $ | (0.20     | )      |  | $ | 0.39      |   |  | $ | 0.40      |        |  | $ | 0.37    |   |  |  |  | $ | (0.05   | )
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Merchandise margin, net                                                       |  |                                    | 32.1    | % |        |   | 32.1    | %      |  |   | 33.2       | %    |  |   | 32.7    | %      |  |  |        |   | 33.6      | %      |  |   | 34.3      | % |  |   | 34.9      | %      |  |   | 34.6    | % |  |  |  |   | 34.3    | %
|Fuel gallons:                                                                 |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Retail                                                                        |  |                                    | 101,793 |   |        |   | 106,624 |        |  |   | 108,874    |      |  |   | 139,236 |        |  |  |        |   | 169,313   |        |  |   | 165,113   |   |  |   | 163,399   |        |  |   | 179,483 |   |  |  |  |   | 179,412 |  
|Wholesale                                                                     |  |                                    | 111,585 |   |        |   | 118,682 |        |  |   | 118,767    |      |  |   | 116,152 |        |  |  |        |   | 114,110   |        |  |   | 124,329   |   |  |   | 122,318   |        |  |   | 125,759 |   |  |  |  |   | 122,469 |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Motor fuel margin (b):                                                        |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  
|Retail (c)                                                                    |  |                                    | 12.0    | ¢ |        |   | 17.3    | ¢      |  |   | 15.9       | ¢    |  |   | 14.1    | ¢      |  |  |        |   | 12.0      | ¢      |  |   | 19.5      | ¢ |  |   | 22.3      | ¢      |  |   | 17.7    | ¢ |  |  |  |   | 11.8    | ¢
|Wholesale                                                                     |  |                                    | 3.9     | ¢ |        |   | 5.3     | ¢      |  |   | 6.4        | ¢    |  |   | 6.4     | ¢      |  |  |        |   | 4.9       | ¢      |  |   | 6.0       | ¢ |  |   | 7.3       | ¢      |  |   | 7.2     | ¢ |  |  |  |   | 3.5     | ¢
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |      |  |   |         |        |  |  |        |   |           |        |  |   |           |   |  |   |           |        |  |   |         |   |  |  |  |   |         |  





| | (a) | Includes 48 days of Town & Country operations.
| | --- | ----------------------------------------------

| | (b) | Reflects reclassification of fuel vendor incentives from operating expense to fuel cost of sales.
| | --- | -------------------------------------------------------------------------------------------------

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



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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 of operations, 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 28, 2008. 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.



|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 currently have a $120.0 million revolving credit facility which bears interest at variable rates.
At March 29, 2009, we had $5.9 million outstanding on the credit facility. Our term loan facility, of which $99.8 million was outstanding at March 29, 2009, also bears interest at variable rates. The annualized effect of a one percentage
point change in floating interest rates on our variable rate debt obligations at March 29, 2009 would be to change interest expense by approximately $1.0 million.

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, management evaluates our financial position on an ongoing basis.

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. During the first quarter of 2009, we entered into interest rate swaps on $70 million notional principal for a three-year term. The swap exchanges a
floating to fixed rate against our variable-rate term loan.

We also purchase motor fuel on the Gulf Coast and transport it to West Texas
via pipeline. We hedge this inventory risk through the use of fuel futures contracts which are matched in quantity and timing to the anticipated usage of the pipeline inventory.

For more information on our hedging activity, please see Note 7 in the accompanying Notes to Consolidated Financial Statements.



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

As required by paragraph
(b) of Rules 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded, as of the end of
the period



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covered by this report, that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in
the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

From time to time, we make changes to our internal control
over financial reporting that are intended to enhance its effectiveness and which do not have a material effect on our overall internal control over financial reporting. We will continue to evaluate the effectiveness of our disclosure controls and
procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate.



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

You should carefully consider the
risks described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 28, 2008, 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 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
|------- | ---------------------------------------------------

None.



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

None.



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

The list of exhibits attached to this
Quarterly Report on Form 10-Q is incorporated herein by reference.



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SIGNATURES

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



|                  |  |                             |  |                                                     
|----------------- |  | --------------------------- |  | ----------------------------------------------------
|                  |  | SUSSER HOLDINGS CORPORATION
|                  |  |                            
|Date: May 8, 2009 |  | By                          |  | /s/ Mary E. Sullivan                                
|                  |  |                             |  | Mary E. Sullivan                                    
|                  |  |                             |  | Executive Vice President and Chief Financial Officer



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                 
|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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