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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: October 3, 2010

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 |  | 17,361,406 SHARES                
|(Class)                       |  | (Outstanding at November 8, 2010)









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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 |  |      | 20 | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  |      | 34 | 
|Item 4. Controls and Procedures                                                               |  |      | 35 | 
|                                                                                              | 
|PART II  OTHER INFORMATION                                                                   |  |      |    | 
|Item 1. Legal Proceedings                                                                     |  |      | 36 | 
|Item 1A. Risk Factors                                                                         |  |      | 36 | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  |      | 36 | 
|Item 3. Defaults Upon Senior Securities                                                       |  |      | 36 | 
|Item 4. (Removed and Reserved)                                                                |  |      | 36 | 
|Item 5. Other Information                                                                     |  |      | 36 | 
|Item 6. Exhibits                                                                              |  |      | 36 | 



i



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PART I
 FINANCIAL INFORMATION



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

Susser Holdings Corporation

Consolidated Balance Sheets



|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | 
|                                                                                                                                                                                                   |  | January 3,2010 |         |   | October 3,2010 |  
|                                                                                                                                                                                                   |  |                |         |   | unaudited      |  
|                                                                                                                                                                                                   |  | (in thousands) |        
|                                                                                                                                                                                                   |  |               
|Assets                                                                                                                                                                                             |  |                |         |   |                |   |         | 
|                                                                                                                                                                                                   |  |               
|Current assets:                                                                                                                                                                                    |  |                |         |   |                |   |         | 
|Cash and cash equivalents                                                                                                                                                                          |  | $              | 17,976  |   |                | $ | 63,672  | 
|Accounts receivable, net of allowance for doubtful accounts of $903 at January 3, 2010 and $1,014 at October 3,
2010                                                                               |  |                | 65,510  |   |                |   | 65,910  | 
|Inventories, net                                                                                                                                                                                   |  |                | 78,788  |   |                |   | 80,164  | 
|Other current assets                                                                                                                                                                               |  |                | 9,507   |   |                |   | 8,207   | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total current assets                                                                                                                                                                               |  |                | 171,781 |   |                |   | 217,953 | 
|Property and equipment, net                                                                                                                                                                        |  |                | 410,574 |   |                |   | 411,740 | 
|Other assets:                                                                                                                                                                                      |  |                |         |   |                |   |         | 
|Goodwill                                                                                                                                                                                           |  |                | 242,295 |   |                |   | 240,158 | 
|Intangible assets, net                                                                                                                                                                             |  |                | 33,144  |   |                |   | 33,929  | 
|Other noncurrent assets                                                                                                                                                                            |  |                | 15,224  |   |                |   | 13,686  | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total other assets                                                                                                                                                                                 |  |                | 290,663 |   |                |   | 287,773 | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total assets                                                                                                                                                                                       |  | $              | 873,018 |   |                | $ | 917,466 | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|                                                                                                                                                                                                   |  |               
|Liabilities and shareholders equity                                                                                                                                                               |  |                |         |   |                |   |         | 
|Current liabilities:                                                                                                                                                                               |  |                |         |   |                |   |         | 
|Accounts payable                                                                                                                                                                                   |  | $              | 129,425 |   |                | $ | 134,637 | 
|Accrued expenses and other current liabilities                                                                                                                                                     |  |                | 26,565  |   |                |   | 52,169  | 
|Current maturities of long-term debt                                                                                                                                                               |  |                | 10,545  |   |                |   | 543     | 
|Deferred gain, short-term portion                                                                                                                                                                  |  |                | 2,067   |   |                |   | 2,104   | 
|Deferred purchase price  TCFS acquisition                                                                                                                                                         |  |                | 5,180   |   |                |   | 5,180   | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total current liabilities                                                                                                                                                                          |  |                | 173,782 |   |                |   | 194,633 | 
|Long-term debt                                                                                                                                                                                     |  |                | 384,574 |   |                |   | 430,714 | 
|Revolving line of credit                                                                                                                                                                           |  |                | 25,800  |   |                |   |        | 
|Deferred gain, long-term portion                                                                                                                                                                   |  |                | 33,786  |   |                |   | 34,899  | 
|Deferred tax liability, long-term portion                                                                                                                                                          |  |                | 28,846  |   |                |   | 26,513  | 
|Other noncurrent liabilities                                                                                                                                                                       |  |                | 15,812  |   |                |   | 15,955  | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total long-term liabilities                                                                                                                                                                        |  |                | 488,818 |   |                |   | 508,081 | 
|Commitments and contingencies:                                                                                                                                                                     |  |                |         |   |                |   |         | 
|                                                                                                                                                                                                   |  |               
|Shareholders equity:                                                                                                                                                                              |  |                |         |   |                |   |         | 
|Susser Holdings Corporation shareholders equity:                                                                                                                                                  |  |                |         |   |                |   |         | 
|Common stock, $.01par value; 125,000,000 shares authorized; 17,158,717 issued and 17,141,393 outstanding as of January 3,
2010; 17,398,735 issued and 17,360,919 outstanding as of October 3, 2010 |  |                | 170     |   |                |   | 172     | 
|Additional paid-in capital                                                                                                                                                                         |  |                | 183,880 |   |                |   | 185,771 | 
|Retained earnings                                                                                                                                                                                  |  |                | 25,956  |   |                |   | 28,006  | 
|Accumulated other comprehensive loss                                                                                                                                                               |  |                | (358    | ) |                |   |        | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total Susser Holdings Corporation shareholders equity                                                                                                                                             |  |                | 209,648 |   |                |   | 213,949 | 
|Noncontrolling interest                                                                                                                                                                            |  |                | 770     |   |                |   | 803     | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total shareholders equity                                                                                                                                                                         |  |                | 210,418 |   |                |   | 214,752 | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 
|Total liabilities and shareholders equity                                                                                                                                                         |  | $              | 873,018 |   |                | $ | 917,466 | 
|                                                                                                                                                                                                   |  |                |         |   |                |   |         | 

See accompanying notes.



1



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Susser Holdings
Corporation

Consolidated Statements of Operations

Unaudited



|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | - | ----------------- | - | ---------- | ----------------- |  | - | -------------- | - |  | - | ---------- | -
|                                                                  |  | Three Months Ended                               |            |   | Nine Months Ended |  
|                                                                  |  | September 27,2009                                |            |   | October 3,2010    |   |            | September 27,2009 |  |   | October 3,2010 |  
|                                                                  |  | (dollars in thousands, except per share amounts) |           
|                                                                  |  |                                                  |            |  
|Revenues:                                                         |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Merchandise sales                                                 |  | $                                                | 201,190    |   |                   | $ | 207,018    |                   |  | $ | 583,049        |   |  | $ | 606,332    |  
|Motor fuel sales                                                  |  |                                                  | 668,477    |   |                   |   | 749,196    |                   |  |   | 1,771,805      |   |  |   | 2,285,180  |  
|Other income                                                      |  |                                                  | 12,433     |   |                   |   | 10,203     |                   |  |   | 31,220         |   |  |   | 31,569     |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Total revenues                                                    |  |                                                  | 882,100    |   |                   |   | 966,417    |                   |  |   | 2,386,074      |   |  |   | 2,923,081  |  
|Cost of sales:                                                    |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Merchandise                                                       |  |                                                  | 134,883    |   |                   |   | 136,968    |                   |  |   | 387,830        |   |  |   | 403,226    |  
|Motor fuel                                                        |  |                                                  | 627,476    |   |                   |   | 699,815    |                   |  |   | 1,673,331      |   |  |   | 2,157,118  |  
|Other                                                             |  |                                                  | (20        | ) |                   |   | 257        |                   |  |   | 75             |   |  |   | 1,837      |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Total cost of sales                                               |  |                                                  | 762,339    |   |                   |   | 837,040    |                   |  |   | 2,061,236      |   |  |   | 2,562,181  |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Gross profit                                                      |  |                                                  | 119,761    |   |                   |   | 129,377    |                   |  |   | 324,838        |   |  |   | 360,900    |  
|                                                                  |  |                                                  |            |  
|Operating expenses:                                               |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Personnel                                                         |  |                                                  | 38,008     |   |                   |   | 39,514     |                   |  |   | 110,260        |   |  |   | 112,390    |  
|General and administrative                                        |  |                                                  | 8,814      |   |                   |   | 8,915      |                   |  |   | 25,905         |   |  |   | 27,666     |  
|Other operating                                                   |  |                                                  | 31,610     |   |                   |   | 32,837     |                   |  |   | 86,700         |   |  |   | 95,121     |  
|Rent                                                              |  |                                                  | 9,135      |   |                   |   | 11,004     |                   |  |   | 27,178         |   |  |   | 31,597     |  
|Loss on disposal of assets                                        |  |                                                  | 884        |   |                   |   | 22         |                   |  |   | 1,042          |   |  |   | 864        |  
|Depreciation, amortization and accretion                          |  |                                                  | 11,484     |   |                   |   | 10,514     |                   |  |   | 31,996         |   |  |   | 33,087     |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Total operating expenses                                          |  |                                                  | 99,935     |   |                   |   | 102,806    |                   |  |   | 283,081        |   |  |   | 300,725    |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Income from operations                                            |  |                                                  | 19,826     |   |                   |   | 26,571     |                   |  |   | 41,757         |   |  |   | 60,175     |  
|Other income (expense):                                           |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Interest expense, net                                             |  |                                                  | (9,444     | ) |                   |   | (9,985     | )                 |  |   | (28,533        | ) |  |   | (53,945    | )
|Other miscellaneous                                               |  |                                                  | (46        | ) |                   |   | (60        | )                 |  |   | (28            | ) |  |   | (125       | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Total other expense, net                                          |  |                                                  | (9,490     | ) |                   |   | (10,045    | )                 |  |   | (28,561        | ) |  |   | (54,070    | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Income before income taxes                                        |  |                                                  | 10,336     |   |                   |   | 16,526     |                   |  |   | 13,196         |   |  |   | 6,105      |  
|Income tax expense                                                |  |                                                  | (3,823     | ) |                   |   | (7,563     | )                 |  |   | (5,430         | ) |  |   | (4,021     | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Net income                                                        |  |                                                  | 6,513      |   |                   |   | 8,963      |                   |  |   | 7,766          |   |  |   | 2,084      |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Less: Net income attributable to noncontrolling interests         |  |                                                  | 10         |   |                   |   | 11         |                   |  |   | 29             |   |  |   | 33         |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Net income attributable to Susser Holdings Corporation            |  | $                                                | 6,503      |   |                   | $ | 8,952      |                   |  | $ | 7,737          |   |  | $ | 2,051      |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Net income per share attributable to Susser Holdings Corporation: |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Basic                                                             |  | $                                                | 0.38       |   |                   | $ | 0.53       |                   |  | $ | 0.46           |   |  | $ | 0.12       |  
|Diluted                                                           |  | $                                                | 0.38       |   |                   | $ | 0.52       |                   |  | $ | 0.45           |   |  | $ | 0.12       |  
|Weighted average shares outstanding:                              |  |                                                  |            |   |                   |   |            |                   |  |   |                |   |  |   |            |  
|Basic                                                             |  |                                                  | 16,937,013 |   |                   |   | 17,022,362 |                   |  |   | 16,930,903     |   |  |   | 17,010,840 |  
|Diluted                                                           |  |                                                  | 17,030,021 |   |                   |   | 17,278,898 |                   |  |   | 17,005,231     |   |  |   | 17,147,511 |  

See accompanying
notes.



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Susser Holdings
Corporation

Consolidated Statements of Cash Flows

Unaudited



|                                                                                  |  |                   |         |   |                |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------- | ------- | - | -------------- | - | -------- | -
|                                                                                  |  | Nine Months Ended |        
|                                                                                  |  | September 27,2009 |         |   | October 3,2010 |  
|                                                                                  |  | (in thousands)    |        
|                                                                                  |  |                  
|Cash flows from operating activities:                                             |  |                   |         |   |                |   |          |  
|                                                                                  |  |                  
|Net income                                                                        |  | $                 | 7,766   |   |                | $ | 2,084    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |         |   |                |   |          |  
|Depreciation, amortization and accretion                                          |  |                   | 31,996  |   |                |   | 33,087   |  
|Loss on disposal of property                                                      |  |                   | 1,042   |   |                |   | 864      |  
|Non-cash stock based compensation                                                 |  |                   | 2,509   |   |                |   | 1,771    |  
|Deferred income tax                                                               |  |                   | 9       |   |                |   | 3,633    |  
|Early extinguishment of debt                                                      |  |                   |        |   |                |   | 21,449   |  
|Amortization of debt premium and discount, net                                    |  |                   | (457    | ) |                |   | 31       |  
|Changes in operating assets and liabilities:                                      |  |                   |         |   |                |   |          |  
|Receivables                                                                       |  |                   | (1,305  | ) |                |   | (689     | )
|Inventories                                                                       |  |                   | (10,370 | ) |                |   | (1,376   | )
|Other current assets                                                              |  |                   | (458    | ) |                |   | (4,207   | )
|Intangible assets, net                                                            |  |                   | 1,908   |   |                |   | (268     | )
|Other noncurrent assets                                                           |  |                   | (95     | ) |                |   | 2,797    |  
|Accounts payable                                                                  |  |                   | 13,427  |   |                |   | 5,211    |  
|Accrued liabilities                                                               |  |                   | 5,020   |   |                |   | 25,187   |  
|Other noncurrent liabilities                                                      |  |                   | (906    | ) |                |   | (122     | )
|                                                                                  |  |                   |         |   |                |   |          |  
|Net cash provided by operating activities                                         |  |                   | 50,086  |   |                |   | 89,452   |  
|                                                                                  |  |                  
|Cash flows from investing activities:                                             |  |                   |         |   |                |   |          |  
|Capital expenditures                                                              |  |                   | (52,383 | ) |                |   | (54,091  | )
|Proceeds from disposal of property and equipment                                  |  |                   | 1,585   |   |                |   | 7,161    |  
|Proceeds from sale/leaseback transactions                                         |  |                   | 8,043   |   |                |   | 16,966   |  
|                                                                                  |  |                   |         |   |                |   |          |  
|Net cash used in investing activities                                             |  |                   | (42,755 | ) |                |   | (29,964  | )
|                                                                                  |  |                  
|Cash flows from financing activities:                                             |  |                   |         |   |                |   |          |  
|Proceeds from issuance of long-term debt                                          |  |                   |        |   |                |   | 431,241  |  
|Change in notes receivable                                                        |  |                   | (135    | ) |                |   | 400      |  
|Payments on long-term debt                                                        |  |                   | (5,295  | ) |                |   | (408,139 | )
|Revolving line of credit, net                                                     |  |                   | 300     |   |                |   | (25,800  | )
|Loan origination costs                                                            |  |                   | (227    | ) |                |   | (11,615  | )
|Proceeds from issuance of equity                                                  |  |                   | 201     |   |                |   | 121      |  
|                                                                                  |  |                   |         |   |                |   |          |  
|Net cash used in financing activities                                             |  |                   | (5,156  | ) |                |   | (13,792  | )
|Net increase in cash                                                              |  |                   | 2,175   |   |                |   | 45,696   |  
|Cash and cash equivalents at beginning of year                                    |  |                   | 8,284   |   |                |   | 17,976   |  
|                                                                                  |  |                   |         |   |                |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                 | 10,459  |   |                | $ | 63,672   |  
|                                                                                  |  |                   |         |   |                |   |          |  
|                                                                                  |  |                   |         |   |                |   |          |  

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, Oklahoma and Louisiana. 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, Oklahoma and
Louisiana. 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 $425 million of senior notes outstanding at October 3, 2010, but do not conduct any operations (See Note 8). 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 2009 refer to the 53-week period ended January 3, 2010. All references to the first nine months and third quarter of 2009
and 2010 refer to the 39-week and 13-week periods ended September 27, 2009 and October 3, 2010, respectively. Stripes and APT follow the same accounting calendar as the Company. SPC uses 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 October 3, 2010 and for the three and nine months ended September 27, 2009 and October 3, 2010 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 and nine months ended September 27, 2009 and
October 3, 2010 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 January 3, 2010.



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Certain prior year
balances have been reclassified for comparative purposes.



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

FASB
ASU No. 2010-06.

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures
(Topic 820)  Improving Disclosures about Fair Value Measurements. This guidance will require reporting entities to provide information about movements of assets among Levels 1 and 2 of the three-tier fair value hierarchy established by ASC
820 and provide a reconciliation of purchases, sales, issuance, and settlements of financial instruments valued with a Level 3 method, which is used to price the hardest to value instruments. Entities will have to provide fair value measurement
disclosures for each class of financial assets and liabilities. The ASU was generally effective for interim and annual reporting periods beginning after December 15, 2009; however the requirement to disclose separately purchases, sales,
issuances and settlements in the Level 3 reconciliation are effective for fiscal years beginning after December 15, 2010 (and for interim period within such years). Our adoption of the applicable sections of this ASU did not have a material
impact on our financial statements.



|3. | Subsequent Events
|-- | -----------------

In
preparing the accompanying unaudited condensed consolidated financial statements, the Company has reviewed, as determined necessary by the Companys management, events that have occurred after October 3, 2010, up until the issuance of
these financial statements.

On October 11, 2010, we completed the acquisition of 39 long-term fuel
supply agreements to wholesale dealer sites in Texas and Oklahoma. As part of the transaction, we also acquired one retail convenience store in Texas in September 2010, which will be rebranded to Stripes®. This transaction was funded with cash and is expected to be immediately accretive to earnings. The transaction
value was not material.



|4. | Accounts Receivable
|-- | -------------------

Accounts receivable consisted of the following:



|                                                    |  |                |        |   |                |   |        |  
|--------------------------------------------------- |  | -------------- | ------ | - | -------------- | - | ------ | -
|                                                    |  | January 3,2010 |        |   | October 3,2010 |  
|                                                    |  | (in thousands) |       
|Accounts receivable, trade                          |  | $              | 49,954 |   |                | $ | 48,740 |  
|Receivable from state reimbursement funds           |  |                | 1,212  |   |                |   | 1,102  |  
|Vendor receivables for rebates, branding and others |  |                | 6,103  |   |                |   | 7,434  |  
|ATM fund receivables                                |  |                | 5,530  |   |                |   | 6,845  |  
|Notes receivable, short-term                        |  |                | 325    |   |                |   | 296    |  
|Other receivables                                   |  |                | 3,289  |   |                |   | 2,507  |  
|Allowance for uncollectible accounts, trade         |  |                | (609   | ) |                |   | (719   | )
|Allowance for uncollectible accounts, environmental |  |                | (294   | ) |                |   | (295   | )
|                                                    |  |                |        |   |                |   |        |  
|                                                    |  |               
|Accounts receivables, net                           |  | $              | 65,510 |   |                | $ | 65,910 |  
|                                                    |  |                |        |   |                |   |        |  



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|5. | Inventories
|-- | -----------

Inventories
consisted of the following:



|                                                   |  |                |        |   |                |   |        |  
|-------------------------------------------------- |  | -------------- | ------ | - | -------------- | - | ------ | -
|                                                   |  | January 3,2010 |        |   | October 3,2010 |  
|                                                   |  | (in thousands) |       
|Merchandise                                        |  | $              | 47,567 |   |                | $ | 47,675 |  
|Fuel-retail                                        |  |                | 19,347 |   |                |   | 20,673 |  
|Fuel-wholesale consignment                         |  |                | 2,908  |   |                |   | 2,890  |  
|Fuel-wholesale bulk                                |  |                | 3,168  |   |                |   | 1,682  |  
|Lottery                                            |  |                | 1,928  |   |                |   | 1,981  |  
|Equipment and maintenance spare parts              |  |                | 4,534  |   |                |   | 5,972  |  
|Allowance for inventory, shortage and obsolescence |  |                | (664   | ) |                |   | (709   | )
|                                                   |  |                |        |   |                |   |        |  
|                                                   |  |               
|Inventories, net                                   |  | $              | 78,788 |   |                | $ | 80,164 |  
|                                                   |  |                |        |   |                |   |        |  



|6. | Property and Equipment
|-- | ----------------------

Property and equipment consisted of the following:



|                                     |  |                |         |  |                |   |         | 
|------------------------------------ |  | -------------- | ------- |  | -------------- | - | ------- | 
|                                     |  | January 3,2010 |         |  | October 3,2010 |  
|                                     |  | (in thousands) |        
|Land                                 |  | $              | 127,140 |  |                | $ | 129,467 | 
|Buildings and leasehold improvements |  |                | 216,262 |  |                |   | 225,562 | 
|Equipment                            |  |                | 175,910 |  |                |   | 183,054 | 
|Construction in progress             |  |                | 11,239  |  |                |   | 21,114  | 
|                                     |  |                |         |  |                |   |         | 
|                                     |  |                | 530,551 |  |                |   | 559,197 | 
|Less accumulated depreciation        |  |                | 119,977 |  |                |   | 147,457 | 
|                                     |  |                |         |  |                |   |         | 
|                                     |  |               
|Property and equipment, net          |  | $              | 410,574 |  |                | $ | 411,740 | 
|                                     |  |                |         |  |                |   |         | 



|7. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

Goodwill is not being amortized, but is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The annual
impairment test is performed as of the first day of the fourth quarter of the fiscal year. At January 3, 2010 and October 3, 2010, we had $242.3 million and $240.2 million, respectively, of goodwill recorded in conjunction with past
business combinations. The 2009 impairment analysis indicated no impairment in goodwill. As of October 3, 2010 we evaluated potential impairment indicators pursuant to the requirements of ASC 350-20-35-30. We believe no indicators of impairment
occurred during the third quarter of 2010, and believe the assumptions used in the analysis performed in 2009 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the
third quarter of 2010 and no additions were recorded during this period. In conjunction with the sale of the Village Market stores, we wrote off $2.1 million of goodwill and $0.6 million of trade names during the second quarter of 2010.

In accordance with ASC 350 Intangibles  Goodwill and Other, 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, trade names and certain franchise rights, 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



6



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arrangements are being amortized over a weighted average period of approximately eleven years. The Laredo Taco Company trade name is being amortized over fifteen years. The 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 franchise rights acquired in conjunction with the recent acquisition
are being amortized over the remaining nine years of the contract.

The following table presents the gross carrying amount and
accumulated amortization for each major class of intangible assets, excluding goodwill, at January 3, 2010 and October 3, 2010:



|                                  |  |                     |        |  |                         |   |        |           |  |   |                     |  |  |                         |        |  |           |   |        |  |  |   |        | 
|--------------------------------- |  | ------------------- | ------ |  | ----------------------- | - | ------ | --------- |  | - | ------------------- |  |  | ----------------------- | ------ |  | --------- | - | ------ |  |  | - | ------ | 
|                                  |  | January 3, 2010     |        |  | October 3, 2010         |  
|                                  |  | GrossCarryingAmount |        |  | AccumulatedAmortization |   |        | NetAmount |  |   | GrossCarryingAmount |  |  | AccumulatedAmortization |        |  | NetAmount |  
|                                  |  | (in thousands)      |       
|                                  |  |                     |        |  |                         |  
|Unamortized                       |  |                     |        |  |                         |   |        |           |  |   |                     |  |  |                         |        |  |           |   |        |  |  |   |        | 
|                                  |  |                     |        |  |                         |  
|Trade name                        |  | $                   | 615    |  |                         | $ |       |           |  | $ | 615                 |  |  | $                       | 45     |  |           | $ |       |  |  | $ | 45     | 
|                                  |  |                     |        |  |                         |  
|Franchise rights                  |  |                     | 389    |  |                         |   |       |           |  |   | 389                 |  |  |                         | 389    |  |           |   |       |  |  |   | 389    | 
|                                  |  |                     |        |  |                         |  
|Liquor licenses                   |  |                     | 11,600 |  |                         |   |       |           |  |   | 11,600              |  |  |                         | 12,038 |  |           |   |       |  |  |   | 12,038 | 
|                                  |  |                     |        |  |                         |  
|Amortized                         |  |                     |        |  |                         |   |        |           |  |   |                     |  |  |                         |        |  |           |   |        |  |  |   |        | 
|                                  |  |                     |        |  |                         |  
|Supply agreements                 |  |                     | 8,772  |  |                         |   | 3,322  |           |  |   | 5,450               |  |  |                         | 9,550  |  |           |   | 4,020  |  |  |   | 5,530  | 
|Favorable lease arrangements, net |  |                     | 2,622  |  |                         |   | 2,368  |           |  |   | 254                 |  |  |                         | 2,497  |  |           |   | 2,357  |  |  |   | 140    | 
|                                  |  |                     |        |  |                         |  
|Loan origination costs            |  |                     | 18,367 |  |                         |   | 7,623  |           |  |   | 10,744              |  |  |                         | 14,005 |  |           |   | 2,239  |  |  |   | 11,766 | 
|                                  |  |                     |        |  |                         |  
|Trade names                       |  |                     | 5,756  |  |                         |   | 1,761  |           |  |   | 3,995               |  |  |                         | 5,756  |  |           |   | 2,200  |  |  |   | 3,556  | 
|                                  |  |                     |        |  |                         |  
|Franchise rights                  |  |                     |       |  |                         |   |       |           |  |   |                    |  |  |                         | 448    |  |           |   |       |  |  |   | 448    | 
|                                  |  |                     |        |  |                         |  
|Other                             |  |                     | 520    |  |                         |   | 423    |           |  |   | 97                  |  |  |                         | 319    |  |           |   | 302    |  |  |   | 17     | 
|                                  |  |                     |        |  |                         |   |        |           |  |   |                     |  |  |                         |        |  |           |   |        |  |  |   |        | 
|                                  |  |                     |        |  |                         |  
|Intangible assets, net            |  | $                   | 48,641 |  |                         | $ | 15,497 |           |  | $ | 33,144              |  |  | $                       | 45,047 |  |           | $ | 11,118 |  |  | $ | 33,929 | 
|                                  |  |                     |        |  |                         |   |        |           |  |   |                     |  |  |                         |        |  |           |   |        |  |  |   |        | 



|8. | Long -Term Debt
|-- | ---------------

Long-term debt consisted of the following:



|                                                                                                                                              |  |                |         |  |                |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------- | -
|                                                                                                                                              |  | January 3,2010 |         |  | October 3,2010 |  
|                                                                                                                                              |  | (in thousands) |        
|105/8% senior unsecured notes due 2013                                                                                                        |  | $              | 300,000 |  |                | $ |        |  
|                                                                                                                                              |  |               
|8.5% senior unsecured notes due 2016                                                                                                          |  |                |        |  |                |   | 425,000 |  
|                                                                                                                                              |  |               
|Term loan facility, bearing interest at LIBOR plus applicable margin (2.23% at January 3, 2010)                                               |  |                | 91,875  |  |                |   |        |  
|                                                                                                                                              |  |               
|Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin, (3.25% at January 3, 2010 and 4.0% at
October 3, 2010) |  |                | 25,800  |  |                |   |        |  
|                                                                                                                                              |  |               
|Other notes payable                                                                                                                           |  |                | 90      |  |                |   | 10,915  |  
|                                                                                                                                              |  |               
|Unamortized premium (discount)                                                                                                                |  |                | 3,154   |  |                |   | (4,658  | )
|                                                                                                                                              |  |                |         |  |                |   |         |  
|                                                                                                                                              |  |               
|Total debt                                                                                                                                    |  |                | 420,919 |  |                |   | 431,257 |  
|                                                                                                                                              |  |               
|Less: current maturities                                                                                                                      |  |                | 10,545  |  |                |   | 543     |  
|                                                                                                                                              |  |                |         |  |                |   |         |  
|                                                                                                                                              |  |               
|Long-term debt, net of current maturities                                                                                                     |  | $              | 410,374 |  |                | $ | 430,714 |  
|                                                                                                                                              |  |                |         |  |                |   |         |  



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The fair value of debt
as of October 3, 2010 is estimated to be approximately $448.7 million, based on the reported trading activity of the senior unsecured notes at that time, and the par value of the revolving credit facility and other notes payable.

Senior Unsecured Notes

On May 7, 2010, the Company, through its subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation, issued $425 million 8.50% Senior Notes due 2016 (the 2016 Notes). The 2016
Notes pay interest semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2010. The 2016 Notes mature on May 15, 2016 and are guaranteed by the Company and each existing and future domestic
subsidiary of the Company other than certain non-operating subsidiaries and Susser Company, Ltd. The net proceeds from the sale of the 2016 Notes, together with cash on hand and borrowings under the Amended and Restated Credit Agreement, were used
to redeem and discharge all of the outstanding
105/8% senior unsecured notes due 2013 (the
2013 Notes) including a call premium of $15.9 million, to repay the outstanding indebtedness under the term credit facility and to pay other related fees and expenses.

At any time prior to May 15, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount
of the 2016 Notes at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds of certain public equity offerings. The 2016 Notes may
also be redeemed prior to May 15, 2013, in whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount of the 2016 Notes redeemed plus a make-whole premium and accrued and unpaid interest and
liquidated damages, if any, to the applicable redemption date.

On or after May 15, 2013, the Company may redeem all or
any part of the 2016 Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidated damages, if any, to the applicable redemption date, if redeemed during the twelve
month period beginning on May 15 of the years indicated below:



|     |  |       |         |  
|---- |  | ----- | ------- | -
|Year |  | Price |        
|2013 |  |       | 104.250 | %
|2014 |  |       | 102.125 | %
|2015 |  |       | 100.000 | %

The Company must offer to
purchase the 2016 Notes at 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, in the event of certain kinds of changes of control. The Company must offer to purchase the Notes at 100% of the aggregate principal
amount of the notes, plus accrued and unpaid interest, if excess proceeds remain after the consummation of asset sales.

The
2016 Notes indenture contains customary covenants that limit, among other things, the ability of the Company and its restricted subsidiaries to: incur additional debt; make restricted payments (including paying dividends on, redeeming or
repurchasing their capital stock); dispose of its assets; grant liens on its assets, engage in transactions with affiliates; merge or consolidate or transfer substantially all of its assets; and enter into certain sale/leaseback transactions. The
indenture also includes certain customary events of default (subject to customary exceptions, baskets and qualifications) including, but not limited to: failure to pay principal, interest, premium or liquidated damages when due; failure to comply
with certain covenants; default on certain other indebtedness; certain monetary judgment defaults; bankruptcy and insolvency defaults; and actual or asserted impairment of any note guarantee.

In accordance with a registration rights agreement with the initial purchasers of the 2016 Notes, the Company filed a registration
statement with the Securities and Exchange Commission on July 27, 2010, registering an offer to exchange the 2016 Notes for notes having identical terms in all material respects to the 2016 Notes, but which would generally be freely
transferable. The exchange offer was completed on September 15, 2010.



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Credit Facilities

On May 7, 2010, Susser Holdings, L.L.C. entered into an Amended and Restated Credit Agreement (the Credit
Agreement) with a syndicate of financial institutions providing for a new four year revolving credit facility (the Revolver) in an aggregate principal amount of up to $120 million. The Credit Agreement changed certain terms of the
existing credit facilities, among others: cancellation of the term loan facility (of which $89.3 million was outstanding) and release of a majority of the real property securing the term loans (with the remainder to continue to secure the new
Revolver); addition of a $40 million facility increase option; extension of maturity date from November 2012 until May 2014; reduction in fixed charge coverage ratio; increase in senior secured leverage ratio; and increase in margins and commitment
fees, subject, in the case of the margins for loans and letters of credit, to adjustment based on leverage grids. 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, (ii) Susser Company, Ltd. and (iii) certain future
non-operating subsidiaries) will be guarantors under the Credit Agreement.

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 45%
of the aggregate borrowing base amount, minus (d) such reserves as the administrative agent 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) the greater of (i) $160 million and (ii) (A) 85% of gross accounts receivable plus (B) 60% of gross inventory.

The interest rates under the Revolver 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. The
Revolver may be prepaid at any time in whole or in part without premium or penalty, other than breakage costs if applicable, and requires 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 October 3, 2010.

The Revolver contains
customary representations, warranties and certain customary covenants (subject to customary exceptions, thresholds and qualifications) that impose certain affirmative obligations upon and restrict the ability of the Company and its 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 permit Stripes Holdings LLC to be other than a passive holding company.

The Revolver also includes certain customary 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; 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.

As of October 3, 2010, we had no outstanding borrowings under the Revolver and
$17.1 million in standby letters of credit. Our borrowing base in effect at October 3, 2010 allowed a maximum borrowing, including outstanding letters of credit, of $118.1 million. Our unused availability on the revolver at October 3, 2010
was $101.0 million.



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Losses on Early Extinguishment
of Debt

In conjunction with the prepayment of outstanding debt in May 2010, the Company incurred losses on early
extinguishment of debt that are non-recurring in nature. Losses on early extinguishment of debt during the second quarter of 2010 totaled $21.4 million and included a $15.9 million call premium, write-off of $7.0 million in unamortized loan costs
associated with the call of the 2013 Notes, $2.9 million write off of unamortized premium on the 2013 Notes and $1.4 million write off of unamortized deferred financing costs on the term note. No additional losses on early extinguishment of debt
were recorded in the third quarter. These amounts are included in interest expense in the statements of operations. We followed ASC 470 Modifications and Extinguishments in accounting for this refinancing transaction and its
associated deferred debt issuance costs.

In addition to the losses on early extinguishment of debt, the Company also incurred
additional interest costs during the second quarter of 2010 that were related to the redemption of debt and were non-recurring in nature. These included $1.0 million to cancel interest rate swaps on the term note and $1.8 million interest for the
20-day period that both the 2013 Notes and 2016 Notes were outstanding. See Note 10 for additional information related to interest expense.

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, equipment, intangible
assets and goodwill. 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.

ASC 820 Fair Value Measurements and Disclosures
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 second quarter of 2010, in
connection with the repayment of the term loan facility, the Company cancelled its outstanding $70 million interest rate swaps at a cost of $1.0 million. The swaps had been designated as cash flow hedges, and the Company recognized $1.4 million in
additional interest expense (effective portion) during the first six months of 2010 and recognized a $1.3 million loss, net of tax, in other comprehensive income.

The Company also periodically enters into derivatives, such as futures and options, to manage its fuel price risk, primarily related to bulk purchases of fuel. 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 inventory. Bulk fuel purchases and 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



10



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to a new obligor due to the short term nature of these contracts. At January 3, 2010, the Company held fuel futures contracts with a fair value of ($174,000) (22 contracts representing
0.9 million gallons). At October 3, 2010, the Company held fuel futures contracts with a fair value of ($36,000) (16 contracts representing 0.7 million gallons), which is classified in other current assets in the Companys
consolidated balance sheets. The Company recognized a loss during the third quarter of 2010 related to these contracts of less than $0.1 million. The loss realized on hedging contracts is substantially offset by increased profitability on sale of
fuel inventory.



|9. | 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 |       |   | Nine Months Ended |  
|                              |  | September 27,2009  |       |   | October 3,2010    |   |        | September 27,2009 |  |   | October 3,2010 |  
|                              |  | (in thousands)     |      
|Cash rent:                    |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  
|Store base rent               |  | $                  | 9,168 |   |                   | $ | 10,806 |                   |  | $ | 27,293         |   |  | $ | 31,411 |  
|Equipment rent                |  |                    | 163   |   |                   |   | 510    |                   |  |   | 510            |   |  |   | 1,065  |  
|Contingent rent               |  |                    | 61    |   |                   |   | 53     |                   |  |   | 155            |   |  |   | 186    |  
|                              |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  
|Total cash rent               |  | $                  | 9,392 |   |                   | $ | 11,369 |                   |  | $ | 27,958         |   |  | $ | 32,662 |  
|                              |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  
|Non-cash rent:                |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  
|Straight-line rent            |  |                    | 258   |   |                   |   | 185    |                   |  |   | 757            |   |  |   | 559    |  
|Amortization of deferred gain |  |                    | (515  | ) |                   |   | (550   | )                 |  |   | (1,537         | ) |  |   | (1,624 | )
|                              |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  
|Net rent expense              |  | $                  | 9,135 |   |                   | $ | 11,004 |                   |  | $ | 27,178         |   |  | $ | 31,597 |  
|                              |  |                    |       |   |                   |   |        |                   |  |   |                |   |  |   |        |  

Letters of Credit

We were contingently liable for $17.1 million related to irrevocable letters of credit required by various insurers and suppliers at October 3, 2010.



|10. | Interest Expense and Interest Income
|--- | ------------------------------------

The components of net interest expense are as follows:



|                                                                |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |        |  
|--------------------------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ----------------- |  | - | -------------- | - |  | - | ------ | -
|                                                                |  | Three Months Ended |       |   | Nine Months Ended |  
|                                                                |  | September 27,2009  |       |   | October 3,2010    |   |       | September 27,2009 |  |   | October 3,2010 |  
|                                                                |  | (in thousands)     |      
|Cash interest expense                                           |  | $                  | 8,534 |   |                   | $ | 9,394 |                   |  | $ | 25,852         |   |  | $ | 45,228 |  
|Cash paid on interest rate swap                                 |  |                    | 269   |   |                   |   |      |                   |  |   | 643            |   |  |   | 1,397  |  
|Capitalized interest                                            |  |                    | (108  | ) |                   |   | (175  | )                 |  |   | (209           | ) |  |   | (266   | )
|Amortization of loan costs and issuance (premium)/discount, net |  |                    | 773   |   |                   |   | 791   |                   |  |   | 2,323          |   |  |   | 7,672  |  
|Cash interest income                                            |  |                    | (24   | ) |                   |   | (25   | )                 |  |   | (76            | ) |  |   | (86    | )
|                                                                |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |        |  
|Interest expense, net                                           |  | $                  | 9,444 |   |                   | $ | 9,985 |                   |  | $ | 28,533         |   |  | $ | 53,945 |  
|                                                                |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |        |  



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Included in the
amounts above for the nine months ended October 3, 2010, are the following non-recurring charges related to the May 2010 debt refinancing (See Note 8) in thousands:



|                                                              |  |      |        |  |          |   |       |       |  |   |        | 
|------------------------------------------------------------- |  | ---- | ------ |  | -------- | - | ----- | ----- |  | - | ------ | 
|                                                              |  | Cash |        |  | Non-Cash |   |       | Total | 
|Call premium on redemption of
105/8% notes                    |  | $    | 15,939 |  |          | $ |      |       |  | $ | 15,939 | 
|Cancel interest rate swaps on term loan                       |  |      | 1,025  |  |          |   |      |       |  |   | 1,025  | 
|Interest overlap on old and new notes from May 7 to May 27    |  |      | 1,771  |  |          |   |      |       |  |   | 1,771  | 
|Write off unamortized premium and loan costs on redeemed debt |  |      |       |  |          |   | 5,510 |       |  |   | 5,510  | 
|                                                              |  |      |        |  |          |   |       |       |  |   |        | 
|Total non-recurring charges                                   |  | $    | 18,735 |  |          | $ | 5,510 |       |  | $ | 24,245 | 
|                                                              |  |      |        |  |          |   |       |       |  |   |        | 



|11. | Income Tax
|--- | ----------

A
reconciliation of the statutory federal income tax rate to the Companys effective tax rate for the three and nine months ended October 3, 2010 and September 27, 2009 is as follows:



|                                            |  |                                       |       |  |                                      |  |      |                |  |   |            |  |  |  |      |  
|------------------------------------------- |  | ------------------------------------- | ----- |  | ------------------------------------ |  | ---- | -------------- |  | - | ---------- |  |  |  | ---- | -
|                                            |  | Three Months EndedOctober 3, 2010     |       |  | Nine Months EndedOctober 
3, 2010    | 
|                                            |  | (in thousands)                        |       |  | Tax rate %                           |  |      | (in thousands) |  |   | Tax rate % | 
|Tax at statutory federal rate               |  | $                                     | 5,780 |  |                                      |  | 35.0 | %              |  | $ | 2,125      |  |  |  | 35.0 | %
|State and local tax, net of federal benefit |  |                                       | 438   |  |                                      |  | 2.6  |                |  |   | 1,026      |  |  |  | 16.9 |  
|                                            |  |                                       |       | 
|Other                                       |  |                                       | 1,345 |  |                                      |  | 8.2  |                |  |   | 870        |  |  |  | 14.3 |  
|                                            |  |                                       |       |  |                                      |  |      |                |  |   |            |  |  |  |      |  
|Tax expense per financial statement         |  | $                                     | 7,563 |  |                                      |  | 45.8 | %              |  | $ | 4,021      |  |  |  | 66.2 | %
|                                            |  |                                       |       |  |                                      |  |      |                |  |   |            |  |  |  |      |  
|                                            |  |                                      
|                                            |  | Three Months 
EndedSeptember 27, 2009 |       |  | Nine Months 
EndedSeptember 27, 2009 | 
|                                            |  | (in thousands)                        |       |  | Tax rate %                           |  |      | (in thousands) |  |   | Tax rate % | 
|Tax at statutory federal rate               |  | $                                     | 3,614 |  |                                      |  | 35.0 | %              |  | $ | 4,609      |  |  |  | 35.0 | %
|State and local tax, net of federal benefit |  |                                       | 143   |  |                                      |  | 1.4  |                |  |   | 742        |  |  |  | 5.6  |  
|Other                                       |  |                                       | 66    |  |                                      |  | 0.6  |                |  |   | 79         |  |  |  | 0.6  |  
|                                            |  |                                       |       |  |                                      |  |      |                |  |   |            |  |  |  |      |  
|Tax expense per financial statement         |  | $                                     | 3,823 |  |                                      |  | 37.0 | %              |  | $ | 5,430      |  |  |  | 41.2 | %
|                                            |  |                                       |       |  |                                      |  |      |                |  |   |            |  |  |  |      |  

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 nine months ended September 27, 2009 and October 3, 2010 was $1.1 million and $1.5 million, respectively.



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During the third
quarter of 2010, an analysis of our APIC pool was performed, and it was determined that no APIC pool currently exists. Restricted stock vesting transactions resulted in excess tax benefits of $0.4 million which were adjusted to tax expense during
the three months ended October 3, 2010. In addition, during the second quarter 2010, some outstanding stock options were voluntarily forfeited resulting in an excess tax benefit of $0.9 million which was also adjusted to tax expense. These
transactions, along with other adjustments, resulted in net additional tax expense of $1.1 million which is reflected in the other category in the rate reconciliation above for both the three months and nine months ended October 3, 2010, and is
immaterial to the financial statements.

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, New Mexico and Louisiana. The Company is subject to examinations in all jurisdictions for all returns filed since October 24, 2006.

As of October 3, 2010, 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.



|12. | 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 17,158,717 were issued and 17,141,393 were outstanding as of January 3, 2010, and 17,398,735 were issued and 17,360,919 were outstanding as of
October 3, 2010, respectively. Included in these amounts are 163,115 and 337,446 shares, respectively, which represent restricted shares that are not yet vested and have no voting rights. Treasury shares consist of 17,324 and 37,816 shares,
respectively, issued as restricted shares which were forfeited prior to vesting or were withheld to pay taxes upon 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 800,562 shares of common stock are outstanding as of October 3, 2010, 52,972 of which are vested (See Note 13).



|13. | Share-Based Compensation
|--- | ------------------------

The Company has granted options and restricted stock subject to vesting requirements under its 2006 Equity Incentive Plan. Vesting of most
grants are over two to five years. The Company has also granted restricted stock units which remain subject to performance criteria, in addition to time vesting requirements. Following is a summary of options, restricted stock and restricted stock
units which have been granted under the Companys plan:



|                               |  |                          |            |   |                              |   |       | 
|------------------------------ |  | ------------------------ | ---------- | - | ---------------------------- | - | ----- | 
|                               |  | Stock Options            |           
|                               |  | NumberOptionsOutstanding |            |   | WeightedAverageExercisePrice |  
|Balances at December 30, 2007  |  |                          | 1,550,217  |   |                              | $ | 18.11 | 
|Granted                        |  |                          | 475,480    |   |                              |   | 17.14 | 
|Forfeited or expired           |  |                          | (316,855   | ) |                              |   | 21.70 | 
|                               |  |                          |            |   |                              |   |       | 
|Balances at December 28, 2008  |  |                          | 1,708,842  |   |                              |   | 17.17 | 
|Granted                        |  |                          | 91,158     |   |                              |   | 12.12 | 
|Forfeited or expired           |  |                          | (56,978    | ) |                              |   | 19.19 | 
|                               |  |                          |            |   |                              |   |       | 
|Balances at January 3, 2010    |  |                          | 1,743,022  |   |                              |   | 16.84 | 
|Granted                        |  |                          | 390,750    |   |                              |   | 11.03 | 
|Forfeited or expired           |  |                          | (1,333,210 | ) |                              |   | 17.98 | 
|                               |  |                          |            |   |                              |   |       | 
|Balances at October 3, 2010    |  |                          | 800,562    |   |                              |   | 12.11 | 
|                               |  |                          |            |   |                              |   |       | 
|Exercisable at October 3, 2010 |  |                          | 52,972     |   |                              | $ | 16.10 | 
|                               |  |                          |            |   |                              |   |       | 



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|                               |  |                        |         |   |                                     |   |       | 
|------------------------------ |  | ---------------------- | ------- | - | ----------------------------------- | - | ----- | 
|                               |  | Restricted Stock       |        
|                               |  | Number ofUnits         |         |   | Grant DateAverageFair ValuePer Unit |  
|Nonvested at December 30, 2007 |  |                        | 114,934 |   |                                     | $ | 15.03 | 
|Granted                        |  |                        | 40,000  |   |                                     |   | 20.86 | 
|Vested                         |  |                        | (35,804 | ) |                                     |   | 14.83 | 
|                               |  |                        |         |   |                                     |   |       | 
|Nonvested at December 28, 2008 |  |                        | 119,130 |   |                                     |   | 17.05 | 
|Granted                        |  |                        | 85,800  |   |                                     |   | 12.22 | 
|Vested                         |  |                        | (35,815 | ) |                                     |   | 14.83 | 
|Forfeited                      |  |                        | (6,000  | ) |                                     |   | 22.23 | 
|                               |  |                        |         |   |                                     |   |       | 
|Nonvested at January 3, 2010   |  |                        | 163,115 |   |                                     |   | 14.80 | 
|Granted                        |  |                        | 219,318 |   |                                     |   | 9.64  | 
|Vested                         |  |                        | (29,721 | ) |                                     |   | 12.69 | 
|Forfeited                      |  |                        | (15,266 | ) |                                     |   | 10.73 | 
|                               |  |                        |         |   |                                     |   |       | 
|Nonvested at October 3, 2010   |  |                        | 337,446 |   |                                     | $ | 11.82 | 
|                               |  |                        |         |   |                                     |   |       | 
|                               | 
|                               |  | Restricted Stock Units |        
|                               |  | Number ofUnits         |         |   | Grant DateAverageFair ValuePer Unit |  
|Nonvested at January 3, 2010   |  |                        |        |   |                                     | $ |      | 
|Granted                        |  |                        | 121,000 |   |                                     |   | 8.75  | 
|Vested                         |  |                        |        |   |                                     |   |      | 
|Forfeited                      |  |                        | (9,000  | ) |                                     |   | 8.75  | 
|                               |  |                        |         |   |                                     |   |       | 
|Nonvested at October 3, 2010   |  |                        | 112,000 |   |                                     | $ | 8.75  | 
|                               |  |                        |         |   |                                     |   |       | 

In accordance with the stock option exchange program approved by the Shareholders on May 26, 2010, on
June 27, 2010, Eligible Optionholders tendered, and the Company accepted for cancellation, Eligible Options to purchase an aggregate of 852,910 shares of the Companys common stock. On June 27, 2010, the Company granted Exchange
Options to purchase an aggregate of 362,250 shares of the Companys common stock and an aggregate of 75,818 shares of Exchange Stock in exchange for the cancellation of the tendered Eligible Options. The exchange was on an estimated fair value
neutral basis, but resulted in $372,000 in incremental compensation expense to be recognized over the requisite service period of the Exchange Options and Exchange Stock related to options that had previously been accounted for under APB
No. 25. The exercise price per share of each Exchange Option is $11.19, which was the closing price of the common stock on June 25, 2010. During the second quarter of 2010, Sam L. Susser, voluntarily forfeited his 363,953 outstanding stock
options and did not derive any benefit from the stock option exchange program. See Note 11 regarding the impact of this forfeiture on deferred income taxes.

We did not grant any share-based compensation during the third quarter of 2010.

We adopted ASC 718 Compensation  Stock Compensation 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 ASC 718, we have applied ASC 718 prospectively to newly issued stock options. Stock options granted during 2005 have been accounted for in accordance with APB Opinion
No. 25 through June 2010, at which time most of these options were tendered in the stock option exchange program and cancelled. Replacement options and restricted stock are being accounted for in accordance with ASC 718. Stock options initially
granted during 2005 that were not tendered will



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continue to be accounted for under APB Opinion No. 25. We recognized non-cash stock compensation expense of $0.9 million and $0.1 million during the three months ended September 27,
2009 and October 3, 2010, respectively, and $2.5 million and $1.8 million during the nine months ended September 27, 2009 and October 3, 2010, respectively, which is included in general and administrative expense.

Had compensation cost for the options granted in 2005 been determined based on the grant-date fair value of awards consistent with the
method set forth in ASC 718 the Companys net profits and losses for the periods presented would have been affected as follows:



|                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|--------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ----------------- |  | - | -------------- | - |  | - | ----- | 
|                                                                                                    |  | Three Months Ended |       |   | Nine Months Ended |  
|                                                                                                    |  | September 27,2009  |       |   | October 3,2010    |   |       | September 27,2009 |  |   | October 3,2010 |  
|                                                                                                    |  | (in thousands)     |      
|Net income attributable to Susser Holdings Corporation, as reported                                 |  | $                  | 6,503 |   |                   | $ | 8,952 |                   |  | $ | 7,737          |   |  | $ | 2,051 | 
|Deduct:                                                                                             |  |                    |       |   |                   |   |       |                   |  |   |                |  
|Compensation expense on options determined under fair value based method for all awards, net of tax |  |                    | (11   | ) |                   |   | (1    | )                 |  |   | (32            | ) |  |   | 6     | 
|                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|Pro forma net income attributable to Susser Holdings Corporation                                    |  | $                  | 6,492 |   |                   | $ | 8,951 |                   |  | $ | 7,705          |   |  | $ | 2,057 | 
|                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 



|14. | Other Comprehensive Loss:
|--- | -------------------------

Accumulated other comprehensive loss is comprised of the following:



|                                                                                                                                 |  |                |      |   |                  |   |       |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | - | ---------------- | - | ----- | -
|                                                                                                                                 |  | Year Ended     |      |   | Nine MonthsEnded |  
|                                                                                                                                 |  | January 3,2010 |      |   | October 3,2010   |  
|                                                                                                                                 |  | (in thousands) |     
|Balance at the beginning of the period                                                                                           |  | $              |     |   |                  | $ | (358  | )
|Amount reclassified to income, net of tax expense of $323 as of January 3, 2010 and $489 as of October 3,
2010                   |  |                | (600 | ) |                  |   | (908  | )
|Net change in fair value of interest rate swaps, net of tax benefit of $131 as of January 3, 2010 and $650 as of
October 3, 2010 |  |                | 242  |   |                  |   | 1,266 |  
|                                                                                                                                 |  |                |      |   |                  |   |       |  
|Balance at end of the period                                                                                                     |  | $              | (358 | ) |                  | $ |      |  
|                                                                                                                                 |  |                |      |   |                  |   |       |  



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Other comprehensive
income is comprised of the following:



|                                                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ----------------- |  | - | -------------- | - |  | - | ----- | 
|                                                                                                                                    |  | Three Months Ended |       |   | Nine Months Ended |  
|                                                                                                                                    |  | September 27,2009  |       |   | October 3,2010    |   |       | September 27,2009 |  |   | October 3,2010 |  
|                                                                                                                                    |  | (in thousands)     |      
|Net income                                                                                                                          |  | $                  | 6,513 |   |                   | $ | 8,963 |                   |  | $ | 7,766          |   |  | $ | 2,084 | 
|Net unrealized loss in fair value of cash flow hedges, net of tax expense (benefit) of ($175), $0, ($198), and ($161),
respectively |  |                    | (326  | ) |                   |   |      |                   |  |   | (367           | ) |  |   |      | 
|                                                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|Total comprehensive income, net of tax expense                                                                                      |  |                    | 6,187 |   |                   |   | 8,963 |                   |  |   | 7,399          |   |  |   | 2,084 | 
|                                                                                                                                    |  |                    |       |  
|Less:                                                                                                                               |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|                                                                                                                                    |  |                    |       |  
|Comprehensive income attributable to noncontrolling interest                                                                        |  |                    | 10    |   |                   |   | 11    |                   |  |   | 29             |   |  |   | 33    | 
|                                                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 
|Comprehensive income attributable to Susser Holdings Corporation                                                                    |  | $                  | 6,177 |   |                   | $ | 8,952 |                   |  | $ | 7,370          |   |  | $ | 2,051 | 
|                                                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                |   |  |   |       | 



|15. | 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, prepaid phone cards and wireless services, and movie
rentals. 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 end users 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.



16



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Segment Financial
Data for the Three Months Ended September 27, 2009

(dollars and gallons in thousands)



|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|---------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | ------------------------ |  | - | --------- | - |  | ------ | ------ | - |  | - | ------- | 
|                                         |  | RetailSegment |         |  | WholesaleSegment |   |         | IntercompanyEliminations |  |   | All Other |   |  | Totals |       
|Revenue:                                 |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Merchandise                              |  | $             | 201,190 |  |                  | $ |        |                          |  | $ |          |   |  | $      |       |   |  | $ | 201,190 | 
|                                         |  |               |         |  |                 
|Fuel                                     |  |               | 427,603 |  |                  |   | 566,315 |                          |  |   | (325,441  | ) |  |        |       |   |  |   | 668,477 | 
|                                         |  |               |         |  |                 
|Other                                    |  |               | 7,158   |  |                  |   | 7,261   |                          |  |   | (2,203    | ) |  |        | 217    |   |  |   | 12,433  | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Total revenue                            |  |               | 635,951 |  |                  |   | 573,576 |                          |  |   | (327,644  | ) |  |        | 217    |   |  |   | 882,100 | 
|                                         |  |               |         |  |                 
|Gross profit:                            |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Merchandise                              |  |               | 66,307  |  |                  |   |        |                          |  |   |          |   |  |        |       |   |  |   | 66,307  | 
|                                         |  |               |         |  |                 
|Fuel                                     |  |               | 34,613  |  |                  |   | 6,388   |                          |  |   |          |   |  |        |       |   |  |   | 41,001  | 
|                                         |  |               |         |  |                 
|Other                                    |  |               | 7,158   |  |                  |   | 5,208   |                          |  |   | (123      | ) |  |        | 210    |   |  |   | 12,453  | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Total gross profit                       |  |               | 108,078 |  |                  |   | 11,596  |                          |  |   | (123      | ) |  |        | 210    |   |  |   | 119,761 | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Selling, general and administrative      |  |               | 82,001  |  |                  |   | 3,321   |                          |  |   | (123      | ) |  |        | 2,368  |   |  |   | 87,567  | 
|                                         |  |               |         |  |                 
|Depreciation, amortization and accretion |  |               | 9,754   |  |                  |   | 1,596   |                          |  |   |          |   |  |        | 134    |   |  |   | 11,484  | 
|                                         |  |               |         |  |                 
|Other operating expenses (income)        |  |               | 884     |  |                  |   |        |                          |  |   |          |   |  |        |       |   |  |   | 884     | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Operating income (loss)                  |  | $             | 15,439  |  |                  | $ | 6,679   |                          |  | $ |          |   |  | $      | (2,292 | ) |  | $ | 19,826  | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Gallons                                  |  |               | 175,317 |  |                  |   | 300,738 |                          |  |   | (175,533  | ) |  |        |       |   |  |   | 300,522 | 
|                                         |  |               |         |  |                 
|Gross capital expenditures               |  | $             | 22,968  |  |                  | $ | 5,998   |                          |  | $ |          |   |  | $      |       |   |  | $ | 28,966  | 

Segment Financial
Data for the Three Months Ended October 3, 2010

(dollars and gallons in thousands)



|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|---------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | ------------------------ |  | - | --------- | - |  | ------ | ------ | - |  | - | ------- | 
|                                         |  | RetailSegment |         |  | WholesaleSegment |   |         | IntercompanyEliminations |  |   | All Other |   |  | Totals |       
|Revenue:                                 |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Merchandise                              |  | $             | 207,018 |  |                  | $ |        |                          |  | $ |          |   |  | $      |       |   |  | $ | 207,018 | 
|                                         |  |               |         |  |                 
|Fuel                                     |  |               | 489,130 |  |                  |   | 639,622 |                          |  |   | (379,556  | ) |  |        |       |   |  |   | 749,196 | 
|                                         |  |               |         |  |                 
|Other                                    |  |               | 7,461   |  |                  |   | 5,097   |                          |  |   | (2,774    | ) |  |        | 419    |   |  |   | 10,203  | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Total revenue                            |  |               | 703,609 |  |                  |   | 644,719 |                          |  |   | (382,330  | ) |  |        | 419    |   |  |   | 966,417 | 
|                                         |  |               |         |  |                 
|Gross profit:                            |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Merchandise                              |  |               | 70,050  |  |                  |   |        |                          |  |   |          |   |  |        |       |   |  |   | 70,050  | 
|                                         |  |               |         |  |                 
|Fuel                                     |  |               | 42,133  |  |                  |   | 7,248   |                          |  |   |          |   |  |        |       |   |  |   | 49,381  | 
|                                         |  |               |         |  |                 
|Other                                    |  |               | 7,460   |  |                  |   | 2,483   |                          |  |   | (281      | ) |  |        | 284    |   |  |   | 9,946   | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Total gross profit                       |  |               | 119,643 |  |                  |   | 9,731   |                          |  |   | (281      | ) |  |        | 284    |   |  |   | 129,377 | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Selling, general and administrative      |  |               | 86,831  |  |                  |   | 3,526   |                          |  |   | (281      | ) |  |        | 2,194  |   |  |   | 92,270  | 
|                                         |  |               |         |  |                 
|Depreciation, amortization and accretion |  |               | 9,046   |  |                  |   | 1,137   |                          |  |   |          |   |  |        | 331    |   |  |   | 10,514  | 
|                                         |  |               |         |  |                 
|Other operating expenses (income)        |  |               | 34      |  |                  |   |        |                          |  |   |          |   |  |        | (12    | ) |  |   | 22      | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Operating income (loss)                  |  | $             | 23,732  |  |                  | $ | 5,068   |                          |  | $ |          |   |  | $      | (2,229 | ) |  | $ | 26,571  | 
|                                         |  |               |         |  |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |         | 
|                                         |  |               |         |  |                 
|Gallons                                  |  |               | 185,073 |  |                  |   | 307,771 |                          |  |   | (185,656  | ) |  |        |       |   |  |   | 307,188 | 
|                                         |  |               |         |  |                 
|Gross capital expenditures               |  | $             | 27,783  |  |                  | $ | 3,744   |                          |  | $ |          |   |  | $      |       |   |  | $ | 31,527  | 



17



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Segment Financial
Data for the Nine Months Ended September 27, 2009

(dollars and gallons in thousands)



|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|---------------------------------------- |  | ------------- | --------- |  | ---------------- | - | --------- | ------------------------ |  | - | --------- | - |  | ------ | ------ | - |  | - | --------- | 
|                                         |  | RetailSegment |           |  | WholesaleSegment |   |           | IntercompanyEliminations |  |   | All Other |   |  | Totals |       
|Revenue:                                 |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Merchandise                              |  | $             | 583,049   |  |                  | $ |          |                          |  | $ |          |   |  | $      |       |   |  | $ | 583,049   | 
|                                         |  |               |           |  |                 
|Fuel                                     |  |               | 1,142,269 |  |                  |   | 1,485,964 |                          |  |   | (856,428  | ) |  |        |       |   |  |   | 1,771,805 | 
|                                         |  |               |           |  |                 
|Other                                    |  |               | 21,833    |  |                  |   | 15,626    |                          |  |   | (6,682    | ) |  |        | 443    |   |  |   | 31,220    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Total revenue                            |  |               | 1,747,151 |  |                  |   | 1,501,590 |                          |  |   | (863,110  | ) |  |        | 443    |   |  |   | 2,386,074 | 
|                                         |  |               |           |  |                 
|Gross profit:                            |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Merchandise                              |  |               | 195,219   |  |                  |   |          |                          |  |   |          |   |  |        |       |   |  |   | 195,219   | 
|                                         |  |               |           |  |                 
|Fuel                                     |  |               | 82,806    |  |                  |   | 15,668    |                          |  |   |          |   |  |        |       |   |  |   | 98,474    | 
|                                         |  |               |           |  |                 
|Other                                    |  |               | 21,833    |  |                  |   | 9,262     |                          |  |   | (155      | ) |  |        | 205    |   |  |   | 31,145    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Total gross profit                       |  |               | 299,858   |  |                  |   | 24,930    |                          |  |   | (155      | ) |  |        | 205    |   |  |   | 324,838   | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Selling, general and administrative      |  |               | 234,874   |  |                  |   | 8,574     |                          |  |   | (155      | ) |  |        | 6,750  |   |  |   | 250,043   | 
|                                         |  |               |           |  |                 
|Depreciation, amortization and accretion |  |               | 27,974    |  |                  |   | 3,638     |                          |  |   |          |   |  |        | 384    |   |  |   | 31,996    | 
|                                         |  |               |           |  |                 
|Other operating expenses (income)        |  |               | 1,048     |  |                  |   | (6        | )                        |  |   |          |   |  |        |       |   |  |   | 1,042     | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Operating income (loss)                  |  | $             | 35,962    |  |                  | $ | 12,724    |                          |  | $ |          |   |  | $      | (6,929 | ) |  | $ | 41,757    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Gallons                                  |  |               | 532,616   |  |                  |   | 903,526   |                          |  |   | (530,020  | ) |  |        |       |   |  |   | 906,122   | 
|                                         |  |               |           |  |                 
|Gross capital expenditures               |  | $             | 44,393    |  |                  | $ | 7,990     |                          |  | $ |          |   |  | $      |       |   |  | $ | 52,383    | 

Segment Financial
Data for the Nine Months Ended October 3, 2010

(dollars and gallons in thousands)



|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|---------------------------------------- |  | ------------- | --------- |  | ---------------- | - | --------- | ------------------------ |  | - | ---------- | - |  | ------ | ------ | - |  | - | --------- | 
|                                         |  | RetailSegment |           |  | WholesaleSegment |   |           | IntercompanyEliminations |  |   | All Other  |   |  | Totals |       
|Revenue:                                 |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Merchandise                              |  | $             | 606,332   |  |                  | $ |          |                          |  | $ |           |   |  | $      |       |   |  | $ | 606,332   | 
|                                         |  |               |           |  |                 
|Fuel                                     |  |               | 1,479,395 |  |                  |   | 1,964,495 |                          |  |   | (1,158,710 | ) |  |        |       |   |  |   | 2,285,180 | 
|                                         |  |               |           |  |                 
|Other                                    |  |               | 22,711    |  |                  |   | 14,145    |                          |  |   | (7,396     | ) |  |        | 2,109  |   |  |   | 31,569    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Total revenue                            |  |               | 2,108,438 |  |                  |   | 1,978,640 |                          |  |   | (1,166,106 | ) |  |        | 2,109  |   |  |   | 2,923,081 | 
|                                         |  |               |           |  |                 
|Gross profit:                            |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Merchandise                              |  |               | 203,106   |  |                  |   |          |                          |  |   |           |   |  |        |       |   |  |   | 203,106   | 
|                                         |  |               |           |  |                 
|Fuel                                     |  |               | 108,287   |  |                  |   | 19,775    |                          |  |   |           |   |  |        |       |   |  |   | 128,062   | 
|                                         |  |               |           |  |                 
|Other                                    |  |               | 22,711    |  |                  |   | 6,866     |                          |  |   | (710       | ) |  |        | 865    |   |  |   | 29,732    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Total gross profit                       |  |               | 334,104   |  |                  |   | 26,641    |                          |  |   | (710       | ) |  |        | 865    |   |  |   | 360,900   | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Selling, general and administrative      |  |               | 248,979   |  |                  |   | 10,809    |                          |  |   | (710       | ) |  |        | 7,696  |   |  |   | 266,774   | 
|                                         |  |               |           |  |                 
|Depreciation, amortization and accretion |  |               | 28,852    |  |                  |   | 3,384     |                          |  |   |           |   |  |        | 851    |   |  |   | 33,087    | 
|                                         |  |               |           |  |                 
|Other operating expenses (income)        |  |               | 807       |  |                  |   | 89        |                          |  |   |           |   |  |        | (32    | ) |  |   | 864       | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Operating income (loss)                  |  | $             | 55,466    |  |                  | $ | 12,359    |                          |  | $ |           |   |  | $      | (7,650 | ) |  | $ | 60,175    | 
|                                         |  |               |           |  |                  |   |           |                          |  |   |            |   |  |        |        |   |  |   |           | 
|                                         |  |               |           |  |                 
|Gallons                                  |  |               | 553,333   |  |                  |   | 924,043   |                          |  |   | (553,086   | ) |  |        |       |   |  |   | 924,290   | 
|                                         |  |               |           |  |                 
|Gross capital expenditures               |  | $             | 49,046    |  |                  | $ | 5,045     |                          |  | $ |           |   |  | $      |       |   |  | $ | 54,091    | 



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|16. | Earnings Per Share
|--- | ------------------

The
Company is presenting earnings per share for the historical periods using the guidance provided in ASC 260, Earnings per Share (EPS). Under ASC 260, 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 13).

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



|                                                                                                                                                                                      |  |                                               |            |  |                   |   |            |                   |  |   |                   |  |  |   |            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------- | ---------- |  | ----------------- | - | ---------- | ----------------- |  | - | ----------------- |  |  | - | ---------- | 
|                                                                                                                                                                                      |  | Three Months Ended                            |            |  | Nine Months Ended |  
|                                                                                                                                                                                      |  | September 27,2009                             |            |  | October 3,2010    |   |            | September 27,2009 |  |   | October 3,2010(1) | 
|                                                                                                                                                                                      |  | (dollars in thousands, except per share data) |           
|Net income attributable to Susser Holdings Corporation                                                                                                                                |  | $                                             | 6,503      |  |                   | $ | 8,952      |                   |  | $ | 7,737             |  |  | $ | 2,051      | 
|Denominator for basic earnings per share:                                                                                                                                             |  |                                               |            |  |                   |   |            |                   |  |   |                   |  |  |   |            | 
|Weighted average number of common shares outstanding during the period                                                                                                                |  |                                               | 16,937,013 |  |                   |   | 17,022,362 |                   |  |   | 16,930,903        |  |  |   | 17,010,840 | 
|Incremental common shares attributable to exercise of outstanding dilutive options and restricted shares                                                                              |  |                                               | 93,008     |  |                   |   | 256,536    |                   |  |   | 74,328            |  |  |   | 136,671    | 
|Denominator for diluted earnings per common share                                                                                                                                     |  |                                               | 17,030,021 |  |                   |   | 17,278,898 |                   |  |   | 17,005,231        |  |  |   | 17,147,511 | 
|Net income per share, attributable to Susser Holdings Corporation:                                                                                                                    |  |                                               |            |  |                   |   |            |                   |  |   |                   |  |  |   |            | 
|                                                                                                                                                                                      |  |                                               |            | 
|Per common share  basic                                                                                                                                                              |  | $                                             | 0.38       |  |                   | $ | 0.53       |                   |  | $ | 0.46              |  |  | $ | 0.12       | 
|                                                                                                                                                                                      |  |                                               |            |  |                   |   |            |                   |  |   |                   |  |  |   |            | 
|Per common share  diluted                                                                                                                                                            |  | $                                             | 0.38       |  |                   | $ | 0.52       |                   |  | $ | 0.45              |  |  | $ | 0.12       | 
|                                                                                                                                                                                      |  |                                               |            |  |                   |   |            |                   |  |   |                   |  |  |   |            | 
|Options and non-vested restricted shares not included in diluted net income attributable to Susser Holdings Corporation common
shareholders because the effect would be anti-dilutive |  |                                               | 1,732,324  |  |                   |   | 177,064    |                   |  |   | 1,742,357         |  |  |   | 1,270,637  | 



|(1) | Excluding the impact of non-recurring interest charges related to the May 2010 refinancing, which was $15.7 million net of tax, we would have reported net income of
$17.8 million and diluted EPS of $1.04 for the nine months ended October 3, 2010.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to our company is contained in our Annual Report on Form 10-K, including the audited
consolidated financial statements for the fiscal year ended January 3, 2010. Our fiscal year contains either 52 or 53 weeks and ends on the Sunday closest to December 31. All references to the third quarter of 2009 and 2010 refer to the
13-week periods ended September 27, 2009 and October 3, 2010, respectively. All references to the first nine months of 2009 and 2010 refer to the 39-week periods ended September 27, 2009 and October 3, 2010, 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 2 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 under 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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;
| | - |  | ------------------------------------------------------



| |  |  | Sensitive economic conditions that impact consumer spending;
| | - |  | ------------------------------------------------------------



| |  |  | 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;
| | - |  | ------------------------------------------------



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



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



| |  |  | Dependence on suppliers for credit terms;
| | - |  | -----------------------------------------



| |  |  | 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, policies or estimates;
| | - |  | -------------------------------------------------------



| |  |  | Impairment of goodwill or indefinite lived assets; and
| | - |  | ------------------------------------------------------



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

For a full discussion of these and other risks and uncertainties, please refer to Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended January 3, 2010, and in
each subsequent quarterly report on Form 10-Q, including this filing. 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 October 3, 2010, our retail segment operated 525 convenience stores in Texas, New Mexico and Oklahoma offering merchandise, foodservice, motor fuel and other
services.

For the nine months ended October 3, 2010, we sold 924.3 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 end users. We believe
our combined retail/wholesale business model makes it possible for us to pursue strategic acquisition opportunities and operate acquired properties under either format, providing an optimized return on investment. Our market share and scale
allows the integration of new or acquired stores while minimizing overhead costs. In addition, we believe our foodservice and merchandising offerings distinguish us from our competition, providing the opportunity for increased traffic in our
stores.

On October 11, 2010, we completed the acquisition of 39 long-term fuel supply agreements to
wholesale dealer sites in Texas and Oklahoma. As part of the transaction, we also acquired one retail convenience store in Texas in September 2010, which will be rebranded to Stripes® and Laredo Taco
Company®. This transaction was funded with cash and is expected to be immediately accretive to earnings. The
transaction value was not material.

We opened four new retail stores during the third quarter, including the one acquired,
for a total of 525 retail stores operated at the end of the quarter. Three additional stores have been opened and one smaller store has been closed to date in the fourth quarter, with another five retail stores under construction, four of which are
expected to open by year-end. We added three dealer sites and discontinued seven during the third quarter, for a total of 383 dealer sites as of the end of the quarter in our wholesale segment. Following the 39-site acquisition in October, we now
supply motor fuel to over 420 wholesale dealer sites under long-term contract, in addition to non-contracted sales to other end users.



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Our total revenues,
net income attributable to Susser Holdings Corporation and Adjusted EBITDA were $966.4 million, $9.0 million and $37.2 million, respectively, for third quarter 2010, compared to $882.1 million, $6.5 million and $33.1 million, respectively, for third
quarter 2009. Total revenues, net income attributable to Susser Holdings Corporation and Adjusted EBITDA were $2,923.1 million, $2.1 million and $95.9 million, respectively, for the first nine months of 2010, compared to $2,386.1 million, $7.7
million and $77.3 million, respectively, for the first nine months of 2009. Diluted EPS for the first nine months of 2010 and 2009 were $0.12 and $0.45, respectively. Excluding the $15.7 million after-tax impact of non-recurring charges related
to our May 2010 debt refinancing, we would have reported net income and diluted EPS for the nine month period ended October 3, 2010, of $17.8 million and $1.04, respectively. 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.

We generally experience lower fuel margins when the cost of fuel is increasing gradually over a longer
period and higher fuel margins when the cost of fuel is declining and more volatile over a shorter period of time. Fuel costs were not as volatile during the third quarter as in the second quarter, with crude oil prices ranging from
approximately $71 to $83 per barrel. However, our third quarter retail fuel margin of 22.8 cents per gallon was in excess of our five-year average third quarter margin of 19.4 cents.

The economy in Texas, where the majority of our operations are conducted, 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 relatively strong population growth. Additionally, our business has remained generally more resilient than many other retail formats. After a soft
fourth quarter 2009, we began to see stabilization and/or improvement in certain key economic indicators in our markets in early 2010 and have reported positive comparable merchandise results in each quarter of 2010 to date. The strongest markets
are benefiting from increased oil and gas drilling, which affects approximately 20% of our retail stores. There has also been an increase in diesel volume, primarily attributable to increased freight driven by manufacturing, agriculture and oil and
gas activity. Construction remains very soft across all markets.

We believe we have adequate liquidity and financial
flexibility to continue to operate and grow our business. Our liquidity position continued to strengthen during the third quarter. As of October 3, 2010, we had no borrowings outstanding on our $120 million revolving credit facility, and $101.0
million of unused availability. We also have $63.7 million of cash on the Balance Sheet at the end of the quarter, of which $58.5 million was unrestricted. We expect to complete additional long-term financings, either sale-leasebacks or
mortgages in the next 120 days to finance some of the dollars invested in 2009 and 2010 on new stores.



22



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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                                                             |         |            | Nine Months Ended |  
|                                          |            | September 27,2009                                                              |         |            | October 3,2010    |   |            | September 27,2009 |  |            | October 3,2010 |  
|                                          | (13 weeks) |                                                                                |         | (13 weeks) |                   |   | (39 weeks) |                   |  | (39 weeks) |               
|                                          |            | (dollars in thousands, except motor fuel pricing and gross profit per 
gallon) |        
|Revenue:                                  |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Merchandise sales                         |            | $                                                                              | 201,190 |            |                   | $ | 207,018    |                   |  | $          | 583,049        |   |  | $ | 606,332   |  
|Motor fuelretail                         |            |                                                                                | 427,603 |            |                   |   | 489,130    |                   |  |            | 1,142,269      |   |  |   | 1,479,395 |  
|Motor fuelwholesale                      |            |                                                                                | 240,874 |            |                   |   | 260,066    |                   |  |            | 629,536        |   |  |   | 805,785   |  
|Other (a)                                 |            |                                                                                | 12,433  |            |                   |   | 10,203     |                   |  |            | 31,220         |   |  |   | 31,569    |  
|                                          |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Total revenue                             |            | $                                                                              | 882,100 |            |                   | $ | 966,417    |                   |  | $          | 2,386,074      |   |  | $ | 2,923,081 |  
|Gross profit:                             |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Merchandise                               |            | $                                                                              | 66,307  |            |                   | $ | 70,050     |                   |  | $          | 195,219        |   |  | $ | 203,106   |  
|Motor fuelretail                         |            |                                                                                | 34,613  |            |                   |   | 42,133     |                   |  |            | 82,806         |   |  |   | 108,287   |  
|Motor fuelwholesale                      |            |                                                                                | 6,388   |            |                   |   | 7,248      |                   |  |            | 15,668         |   |  |   | 19,775    |  
|Other (a)                                 |            |                                                                                | 12,453  |            |                   |   | 9,946      |                   |  |            | 31,145         |   |  |   | 29,732    |  
|                                          |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Total gross profit                        |            | $                                                                              | 119,761 |            |                   | $ | 129,377    |                   |  | $          | 324,838        |   |  | $ | 360,900   |  
|Adjusted EBITDA (b):                      |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Retail                                    |            | $                                                                              | 26,080  |            |                   | $ | 32,812     |                   |  | $          | 64,984         |   |  | $ | 85,125    |  
|Wholesale                                 |            |                                                                                | 8,272   |            |                   |   | 6,202      |                   |  |            | 16,356         |   |  |   | 15,832    |  
|Other                                     |            |                                                                                | (1,245  | )          |                   |   | (1,778     | )                 |  |            | (4,065         | ) |  |   | (5,093    | )
|                                          |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Total Adjusted EBITDA                     |            | $                                                                              | 33,107  |            |                   | $ | 37,236     |                   |  | $          | 77,275         |   |  | $ | 95,864    |  
|Retail merchandise margin                 |            |                                                                                | 33.0    | %          |                   |   | 33.8       | %                 |  |            | 33.5           | % |  |   | 33.5      | %
|Merchandise same store sales growth       |            |                                                                                | 4.0     | %          |                   |   | 3.4        | %                 |  |            | 4.8            | % |  |   | 3.0       | %
|Average per retail store per week:        |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Merchandise sales                         |            | $                                                                              | 29.8    |            |                   | $ | 30.5       |                   |  | $          | 29.0           |   |  | $ | 29.7      |  
|Motor fuel gallons                        |            |                                                                                | 26.5    |            |                   |   | 27.5       |                   |  |            | 27.0           |   |  |   | 27.5      |  
|Motor fuel gallons sold:                  |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Retail                                    |            |                                                                                | 175,317 |            |                   |   | 185,073    |                   |  |            | 532,616        |   |  |   | 553,333   |  
|Wholesale                                 |            |                                                                                | 125,205 |            |                   |   | 122,115    |                   |  |            | 373,506        |   |  |   | 370,957   |  
|Average retail price of motor fuel        |            | $                                                                              | 2.44    |            |                   | $ | 2.64       |                   |  | $          | 2.14           |   |  | $ | 2.67      |  
|Motor fuel gross profit cents per gallon: |            |                                                                                |         |            |                   |   |            |                   |  |            |                |   |  |   |           |  
|Retail                                    |            |                                                                                | 19.7    | ¢          |                   |   | 22.8       | ¢                 |  |            | 15.5           | ¢ |  |   | 19.6      | ¢
|Wholesale                                 |            |                                                                                | 5.1     | ¢          |                   |   | 5.9        | ¢                 |  |            | 4.2            | ¢ |  |   | 5.3       | ¢



|(a) | 2009 reflects reclassifications in operating expense, other revenue and other gross profit.
|--- | -------------------------------------------------------------------------------------------



|(b) | 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 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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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 |        |  | Nine Months Ended |  
|                                                       |  | September 27,2009  |        |  | October 3,2010    |   |        | September 27,2009 |  |   | October 3,2010 | 
|                                                       |  | (in thousands)     |       
|                                                       |  |                    |        | 
|Net income attributable to Susser Holdings Corporation |  | $                  | 6,503  |  |                   | $ | 8,952  |                   |  | $ | 7,737          |  |  | $ | 2,051  | 
|Depreciation, amortization and accretion               |  |                    | 11,484 |  |                   |   | 10,514 |                   |  |   | 31,996         |  |  |   | 33,087 | 
|Interest expense, net                                  |  |                    | 9,444  |  |                   |   | 9,985  |                   |  |   | 28,533         |  |  |   | 53,945 | 
|Income tax expense                                     |  |                    | 3,823  |  |                   |   | 7,563  |                   |  |   | 5,430          |  |  |   | 4,021  | 
|                                                       |  |                    |        |  |                   |   |        |                   |  |   |                |  |  |   |        | 
|                                                       |  |                    |        | 
|EBITDA                                                 |  |                    | 31,254 |  |                   |   | 37,014 |                   |  |   | 73,696         |  |  |   | 93,104 | 
|Non-cash stock based compensation                      |  |                    | 923    |  |                   |   | 140    |                   |  |   | 2,509          |  |  |   | 1,771  | 
|Loss on disposal of assets                             |  |                    | 884    |  |                   |   | 22     |                   |  |   | 1,042          |  |  |   | 864    | 
|Other miscellaneous expense                            |  |                    | 46     |  |                   |   | 60     |                   |  |   | 28             |  |  |   | 125    | 
|                                                       |  |                    |        |  |                   |   |        |                   |  |   |                |  |  |   |        | 
|                                                       |  |                    |        | 
|Adjusted EBITDA                                        |  | $                  | 33,107 |  |                   | $ | 37,236 |                   |  | $ | 77,275         |  |  | $ | 95,864 | 
|                                                       |  |                    |        |  |                   |   |        |                   |  |   |                |  |  |   |        | 



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



|                                               |  |                   |        |   |                |   |         |  
|---------------------------------------------- |  | ----------------- | ------ | - | -------------- | - | ------- | -
|                                               |  | Nine Months Ended |       
|                                               |  | September 27,2009 |        |   | October 3,2010 |  
|                                               |  | (in thousands)    |       
|                                               |  |                  
|Net cash provided by operating activities      |  | $                 | 50,086 |   |                | $ | 89,452  |  
|Changes in operating assets & liabilities      |  |                   | (7,221 | ) |                |   | (26,533 | )
|Loss on disposal of assets                     |  |                   | (1,042 | ) |                |   | (864    | )
|Non-cash stock based compensation              |  |                   | (2,509 | ) |                |   | (1,771  | )
|Noncontrolling interest                        |  |                   | (29    | ) |                |   | (33     | )
|Deferred income tax                            |  |                   | (9     | ) |                |   | (3,633  | )
|Amortization of debt premium and discount, net |  |                   | 457    |   |                |   | (31     | )
|Early extinguishment of debt                   |  |                   |       |   |                |   | (21,449 | )
|Income taxes                                   |  |                   | 5,430  |   |                |   | 4,021   |  
|Interest expense, net                          |  |                   | 28,533 |   |                |   | 53,945  |  
|                                               |  |                   |        |   |                |   |         |  
|                                               |  |                  
|EBITDA                                         |  |                   | 73,696 |   |                |   | 93,104  |  
|                                               |  |                  
|Non-cash stock based compensation              |  |                   | 2,509  |   |                |   | 1,771   |  
|                                               |  |                  
|Loss on disposal of assets                     |  |                   | 1,042  |   |                |   | 864     |  
|Other miscellaneous                            |  |                   | 28     |   |                |   | 125     |  
|                                               |  |                   |        |   |                |   |         |  
|Adjusted EBITDA                                |  | $                 | 77,275 |   |                | $ | 95,864  |  
|                                               |  |                   |        |   |                |   |         |  

Refer to Note 15 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             |  
|                                                        |  | Nine Months Ended |        |  | Nine Months Ended |   |        | Nine Months Ended |  |   | Nine Months Ended |  
|                                                        |  | September 27,2009 |        |  | October 3,2010    |   |        | September 27,2009 |  |   | October 3,2010    |   |  | September 27,2009 |        |  | October 3,2010 |   |        | September 27,2009 |  |   | October 3,2010 |  
|                                                        |  | (in thousands)    |       
|Operating income (loss)                                 |  | $                 | 35,962 |  |                   | $ | 55,466 |                   |  | $ | 12,724            |   |  | $                 | 12,359 |  |                | $ | (6,929 | )                 |  | $ | (7,650         | ) |  | $ | 41,757 |   |  | $ | 60,175 |  
|Depreciation, amortization and accretion                |  |                   | 27,974 |  |                   |   | 28,852 |                   |  |   | 3,638             |   |  |                   | 3,384  |  |                |   | 384    |                   |  |   | 851            |   |  |   | 31,996 |   |  |   | 33,087 |  
|                                                        |  |                   |        |  |                   |   |        |                  
|Other miscellaneous                                     |  |                   |       |  |                   |   |       |                   |  |   |                  |   |  |                   |       |  |                |   | (28    | )                 |  |   | (125           | ) |  |   | (28    | ) |  |   | (125   | )
|Noncontrolling interest                                 |  |                   |       |  |                   |   |       |                   |  |   |                  |   |  |                   |       |  |                |   | (29    | )                 |  |   | (33            | ) |  |   | (29    | ) |  |   | (33    | )
|                                                        |  |                   |        |  |                   |   |        |                   |  |   |                   |   |  |                   |        |  |                |   |        |                   |  |   |                |   |  |   |        |   |  |   |        |  
|EBITDA                                                  |  |                   | 63,936 |  |                   |   | 84,318 |                   |  |   | 16,362            |   |  |                   | 15,743 |  |                |   | (6,602 | )                 |  |   | (6,957         | ) |  |   | 73,696 |   |  |   | 93,104 |  
|Non-cash stock based compensation                       |  |                   |       |  |                   |   |       |                   |  |   |                  |   |  |                   |       |  |                |   | 2,509  |                   |  |   | 1,771          |   |  |   | 2,509  |   |  |   | 1,771  |  
|(Gain) loss on disposal of assets and impairment charge |  |                   | 1,048  |  |                   |   | 807    |                   |  |   | (6                | ) |  |                   | 89     |  |                |   |       |                   |  |   | (32            | ) |  |   | 1,042  |   |  |   | 864    |  
|Other operating expenses                                |  |                   |       |  |                   |   |       |                   |  |   |                  |   |  |                   |       |  |                |   | 28     |                   |  |   | 125            |   |  |   | 28     |   |  |   | 125    |  
|                                                        |  |                   |        |  |                   |   |        |                   |  |   |                   |   |  |                   |        |  |                |   |        |                   |  |   |                |   |  |   |        |   |  |   |        |  
|                                                        |  |                   |        |  |                   |   |        |                  
|Adjusted EBITDA                                         |  | $                 | 64,984 |  |                   | $ | 85,125 |                   |  | $ | 16,356            |   |  | $                 | 15,832 |  |                | $ | (4,065 | )                 |  | $ | (5,093         | ) |  | $ | 77,275 |   |  | $ | 95,864 |  
|                                                        |  |                   |        |  |                   |   |        |                   |  |   |                   |   |  |                   |        |  |                |   |        |                   |  |   |                |   |  |   |        |   |  |   |        |  



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Third Quarter 2010 Compared to
Third Quarter 2009

The following discussion of results for third quarter 2010 compared to third quarter 2009 compares the
13-week period of operations ended October 3, 2010 to the 13-week period of operations ended September 27, 2009. We added 15 retail stores in 2009 of which 12 opened during the third quarter and therefore did not contribute a full
quarters results last year. In addition, we opened seven stores during the first nine months of 2010, four of which were in the third quarter.

Total Revenue. Total revenue for third quarter 2010 was $966.4 million, an increase of $84.3 million, or 9.6%, from 2009. The increase in total revenue was driven by a 14.4% increase in
retail fuel revenue, an 8.0% increase in wholesale fuel revenue and an increase in merchandise sales of 2.9%, as further discussed below.

Total Gross Profit. Total gross profit for third quarter 2010 was $129.4 million, an increase of $9.6 million, or 8.0% over 2009. The increase was primarily due to the increase in retail
fuel gross profit of $7.5 million, the increase in wholesale fuel gross profit of $0.9 million and the increase in merchandise gross profit of $3.7 million, as further described below. Included in these increases is the impact of new stores
constructed or acquired during 2009 and 2010 ($2.2 million of growth in retail gross profit).

Merchandise Sales and
Gross Profit. Merchandise sales were $207.0 million for third quarter 2010, a $5.8 million, or 2.9% increase over 2009. Our performance was due to a 3.4% merchandise same store sales increase, accounting for $6.6 million of the increase,
with the balance due to new stores built or acquired in 2009 and 2010, partly offset by the sale of the seven Village Market grocery stores in May 2010. Merchandise same-store sales include foodservice sales but do not include motor fuel sales. Key
categories contributing to the merchandise same store sales increase were foodservice, beer, cigarettes and packaged drinks.

Merchandise gross profit was $70.0 million for the third quarter of 2010, a 5.6% increase over 2009, which was driven by the increase in
merchandise sales and the increase in gross profit margin from 33.0% to 33.8%. A portion of the improvement is attributable to reduced shortage expense. Our reported merchandise margins do not include other income from services such as ATMs,
lottery, prepaid phone cards, movie rental and car washes. If our margins did include other retail income from services, merchandise margins for the third quarter 2010 would have been 36.1%, an increase of 88 basis points from third quarter 2009.
Key categories contributing to merchandise gross profit were foodservice, packaged drinks and cigarettes.

Retail Motor
Fuel Sales, Gallons, and Gross Profit. Retail sales of motor fuel for 2010 were $489.1 million, an increase of $61.5 million, or 14.4% over 2009, primarily driven by an 8.4% increase in the average retail price of motor fuel and a 5.6%
increase in retail gallons sold. We sold an average of 27,500 gallons per retail store per week, 3.9% more than last year. Retail motor fuel gross profit increased by $7.5 million or 21.7% over 2009 due to an increase in the gross profit per gallon
and an increase in gallons sold. The average retail fuel margin increased



26



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##### Table of Contents

from 19.7 cents per gallon to 22.8 cents per gallon for 2009 and 2010, respectively. This increase in fuel margin increased retail fuel gross profit by $5.6 million. After deducting credit card
fees, the net margin increased from 15.8 cents per gallon to 18.5 cents per gallon from third quarter 2009 to third quarter 2010.

Wholesale Motor Fuel Sales, Gallons, and Gross Profit. Wholesale motor fuel revenues to third parties for the third quarter of 2010 were $260.1 million, an 8.0% increase over 2009. The
increase was driven by a 10.7% increase in the wholesale selling price per gallon offset by a 2.5% decrease in gallons sold. Wholesale motor fuel gross profit of $7.2 million increased $0.9 million or 13.5% from 2009, due to a 16.3% increase in the
gross profit per gallon from 5.1 cents per gallon to 5.9 cents per gallon (responsible for a $1.0 million increase) offset by the decrease in gallons.

Other Revenue and Gross Profit. Other revenue of $10.2 million for third quarter 2010 decreased by $2.2 million or 17.9% from 2009, with a 20.1% decrease in associated gross profit. This
decrease was the result of recognizing $2.8 million in 2009 from sale of rights to operate dealer locations in connection with the Quick Stuff sites acquired.

Personnel Expense. For the third quarter of 2010, personnel expense increased $1.5 million, or 4.0% over 2009. The increase was primarily due to an additional $1.2 million accrual for bonus
and discretionary match in our 401(k) plan, based on performance exceeding targets. In addition, $0.8 million was attributable to the new stores acquired and constructed during 2009 and 2010. Retail personnel expense as a percentage of merchandise
sales, excluding the additional bonus and 401(k) match, improved from 18.8% in third quarter 2009 to 18.4% in third quarter 2010.

General and Administrative Expenses. For third quarter 2010, general and administrative expenses increased by $0.1 million, or 1.1% from 2009. The accrual of $0.8 million additional bonus
expense in third quarter 2010 based on results against internal targets, was offset by a decrease in non-cash stock based compensation expenses, which were $0.9 million for the third quarter 2009 and $0.1 million for the third quarter 2010 due to
forfeiture rate adjustments.

Other Operating Expenses. Other operating expenses increased by $1.2 million or
3.9% over 2009. The increase was primarily due to an increase in same store credit card expense of $0.8 million and an increase in maintenance expense of $1.2 million partly offset by a decrease in cash shortages, utilities, supplies and other
operating costs. Credit card costs are directly related to the sales price of fuel. Other operating expenses for new stores accounted for $0.4 million of increased costs.

Rent Expense. Rent expense for third quarter 2010 of $11.0 million was $1.9 million or 20.5% higher than 2009 due primarily to rent expense on additional leased stores.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expense for third quarter 2010 of $10.5
million was down $1.0 million or 8.5% from 2009 due to the sale of the seven Village Market grocery stores in May 2010, the adjustments to stores sold and leased back since September 2009, offset by additions to fixed assets.

Income from Operations. Income from operations for third quarter 2010 was $26.6 million, compared to $19.8
million for 2009. The increase is primarily attributed to higher retail and wholesale fuel margins ($6.6 million), and a $1.8 million increase in fuel gross profit due to higher retail gallons, partly offset by a $2.5 million decrease in other
revenue and gross profit and higher operating expenses, as described above.

Interest Expense, Net. Net interest
expense for third quarter 2010 was $10.0 million, compared to $9.4 million for 2009. The increase was primarily attributed to increased debt.

Income Tax. The income tax expense accrued for third quarter 2010 was $7.6 million, which consisted of $0.5 million of expense attributable to the Texas margin tax and $7.1 million of income
tax expense related to federal and state income tax. The income tax expense accrued for third quarter 2009 was $3.8 million, which consisted of $0.2 million of expense attributable to the Texas margin tax and $3.6 million of income tax expense
related to federal and state income tax. See Note 11 of the accompanying Notes to Consolidated Financial



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Statements for further discussion of our income tax provision, including the recognition of $1.3 million of excess benefits related to stock compensation transactions.

Net Income Attributable to Susser Holdings Corporation. We recorded net income attributable to Susser Holdings Corporation
for the third quarter 2010 of $9.0 million, compared to net income attributable to Susser Holdings Corporation of $6.5 million for the third quarter of 2009. The increase was driven by the same factors impacting operating income, as described above.

Adjusted EBITDA. Adjusted EBITDA for third quarter 2010 was $37.2 million, an increase of $4.1 million, or
12.5% compared to 2009. Retail segment Adjusted EBITDA of $32.8 million increased by $6.7 million, or 25.8% compared to 2009, primarily due to higher fuel margins slightly offset by increased operating expense. Wholesale segment Adjusted EBITDA of
$6.2 million decreased by $2.1 million, or 25.0% from 2009, primarily due to cycling against the $2.8 million other revenue recognized in 2009. Other segment Adjusted EBITDA reflects net expenses of $1.8 million for the quarter, compared to $1.2
million for the same period in 2009, which primarily is due to the additional bonus accruals.

First Nine Months 2010 Compared to First
Nine Months 2009

The following discussion of results for first nine months 2010 compared to first nine months 2009
compares the 39-week period of operations ended October 3, 2010 to the 39-week period of operations ended September 27, 2009. Our retail store count at October 3, 2010 was 525 compared to 527 at September 27, 2009.

Total Revenue. Total revenue for first nine months 2010 was $2.9 billion, an increase of $537.0 million, or 22.5%, from
2009. The increase in total revenue was driven by a 29.5% increase in retail fuel revenue, a 28.0% increase in wholesale fuel revenue and an increase in merchandise sales of 4.0%, as further discussed below.

Total Gross Profit. Total gross profit for first nine months 2010 was $360.9 million, an increase of $36.1 million, or
11.1% over 2009. The increase was primarily due to the increase in retail fuel gross profit of $25.5 million, the increase in wholesale fuel gross profit of $4.1 million and the increase in merchandise gross profit of $7.9 million, as further
discussed below. Included in these increases is the impact of new stores constructed or acquired during 2009 and 2010 ($7.5 million of growth in gross profit).

Merchandise Sales and Gross Profit. Merchandise sales were $606.3 million for first nine months 2010, a $23.3 million, or 4.0% increase over 2009. Our performance was due to a 3.0%
merchandise same store sales increase, accounting for $17.2 million of the increase, with the balance due to new stores built or acquired in the last 12 months, partly offset by the sale of the seven Village Market grocery stores in May 2010.
Merchandise same-store sales include foodservice sales but do not include motor fuel sales. Key categories contributing to the merchandise same store sales increase were beer, cigarettes, foodservice and tobacco.

Merchandise gross profit was $203.1 million for the first nine months of 2010, a 4.0% increase over 2009, which was driven by the
increase in merchandise sales. Our reported merchandise margins do not include other income from services such as ATMs, lottery, prepaid phone cards, movie rentals, and car washes. Key categories contributing to the increase were cigarettes,
foodservice and beer.

Retail Motor Fuel Sales, Gallons, and Gross Profit. Retail sales of motor fuel for 2010
were $1.5 billion, an increase of $337.1 million, or 29.5% over 2009, primarily driven by a 24.7% increase in the average retail price of motor fuel and a 3.9% increase in retail gallons sold. We sold an average of 27,500 gallons per retail store
per week, 1.8% more than last year. Retail motor fuel gross profit increased by $25.5 million or 30.8% over 2009 due to an increase in the gross profit per gallon and an increase in gallons sold. The average retail fuel margin increased from 15.6
cents per gallon to 19.6 cents per gallon for 2009 and 2010, respectively. This increase in fuel margin increased retail fuel gross profit by $22.3 million. After deducting credit card fees, the net margin increased from 12.1 cents per gallon to
15.3 cents per gallon from first nine months 2009 to first nine months 2010.

Wholesale Motor Fuel Sales, Gallons, and
Gross Profit. Wholesale motor fuel revenues to third parties for the first nine months of 2010 were $805.8 million, a 28.0% increase over 2009. The increase was driven by a 28.9% increase in the wholesale selling price per gallon, slightly
offset by the decrease in gallons of 2.5 million. Wholesale



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motor fuel gross profit of $19.8 million increased $4.1 million or 26.2% from 2009, due to a 27.1% increase in the gross profit per gallon from 4.2 cents per gallon to 5.3 cents per gallon.

Other Revenue and Gross Profit. Other revenue of $31.6 million for first nine months 2010 increased by $0.3
million or 1.1% from 2009, with a decrease of $1.4 million or 4.5% in associated gross profit. This decrease was the result of recognizing $2.8 million in third quarter of 2009 from sale of rights to operate dealer locations in connection with the
Quick Stuff sites acquired.

Personnel Expense. For the first nine months of 2010, personnel expense increased
$2.1 million or 1.9% over 2009. Of the increase in personnel expense, $2.7 million was attributable to the new stores acquired and constructed during 2009 and 2010. Included in personnel expense is $1.3 million incremental bonus and 401(k)
discretionary match accrual, based on year-to-date financial performance higher than internal targets. Excluding this additional expense, and despite increases to the minimum wage in July 2009 and increased health care costs, personnel expense in
existing stores decreased due to focused efforts on labor usage and overtime management. The retail division store personnel expenses, excluding the incremental bonus/401(k) match, were 18.3% to merchandise sales, a 60 basis point decrease from the
first nine months 2009.

General and Administrative Expenses. For first nine months 2010, general and
administrative expenses increased by $1.8 million, or 6.8% from 2009, primarily due to an increased bonus/401(k) match accrual in 2010 of $2.4 million. Total bonus/401(k) match expense for the first nine months of 2010 was $6.6 million versus $1.5
million for the same period in 2009. G&A expenses include non-cash stock based compensation expenses which were $1.8 million for the first nine months of 2010 and $2.5 million for 2009.

Other Operating Expenses. Other operating expenses increased by $8.4 million or 9.7% over 2009. The increase was primarily
due to an increase in credit card expense of $5.4 million from 2009 and an increase in maintenance expense of $2.8 million. Credit card costs are directly related to the cost of fuel. Operating expenses for new stores accounted for $1.3 million of
increased costs.

Rent Expense. Rent expense for first nine months 2010 of $31.6 million was $4.4 million or
16.3% higher than 2009 due primarily to rent expense on additional leased stores.

Depreciation, Amortization and
Accretion. Depreciation, amortization and accretion expense for first nine months 2010 of $33.1 million increased $1.1 million or 3.4% from 2009, primarily related to an increase in depreciable assets.

Income from Operations. Income from operations for first nine months 2010 was $60.2 million, compared to
$41.8 million for 2009. The increase is primarily attributed to the higher gross profit partly offset by higher operating expenses, as described above.

Interest Expense, Net. Net interest expense for first nine months 2010 was $53.9 million, compared to $28.5 million for first nine months 2009. The increase was primarily due to $24.2
million non-recurring charges related to the refinancing completed in May 2010, as follows (in millions):



|                                                                         |  |   |      | 
|------------------------------------------------------------------------ |  | - | ---- | 
|Call Premium on redemption of
105/8% notes (cash)                        |  | $ | 15.9 | 
|Cancel interest rate swap on term loan (cash)                            |  |   | 1.0  | 
|Interest overlap on old and new notes from May 7 to May 27 (cash)        |  |   | 1.8  | 
|Write off unamortized premium and loan costs on redeemed debt (non-cash) |  |   | 5.5  | 
|                                                                         |  |   |      | 
|Total non-recurring charges                                              |  |   | 24.2 | 
|Tax effect at 35%                                                        |  |   | 8.5  | 
|                                                                         |  |   |      | 
|After-tax impact of non-recurring charges                                |  | $ | 15.7 | 
|                                                                         |  |   |      | 

Income Tax. The income tax expense accrued for first nine months 2010 was $4.0 million, which
consisted of $1.5 million of expense attributable to the Texas margin tax and $3.5 million of income tax expense related to federal and state income tax. The income tax expense accrued for first nine months 2009 was $5.4 million, which consisted of
$1.1 million of expense attributable to the Texas margin tax and $4.3 million of income tax benefit related to federal and state income tax. See Note 11 of the accompanying Notes to Consolidated Financial



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Statements for further discussion of our income tax provision, including the recognition of $1.3 million of excess benefits related to stock compensation transactions.

Net Income Attributable to Susser Holdings Corporation. We recorded net income attributable to Susser Holdings Corporation
for the first nine months 2010 of $2.1 million, compared to net income attributable to Susser Holdings Corporation of $7.7 million for 2009. The decrease is primarily due to the non-recurring interest charges related to the May 2010 refinancing.
Excluding these non-recurring charges ($15.7 million after tax) we would have reported net income of $17.8 million.

Adjusted EBITDA. Adjusted EBITDA for first nine months 2010 was $95.9 million, an increase of $18.6 million, or 24.1%
compared to 2009. Retail segment Adjusted EBITDA of $85.1 million increased by $20.1 million, or 31.0% compared to 2009, primarily due to higher gross profit slightly offset by increased operating expenses, as discussed above. Wholesale segment
Adjusted EBITDA of $15.8 million decreased by $0.5 million, or 3.2% from 2009 primarily due to cycling against the $2.8 million other revenue recognized in 2009. Other segment Adjusted EBITDA reflects net expenses of $5.1 million for first nine
months of 2010 compared to $4.1 million for the same period in 2009, which is primarily due to the additional bonus accrual in 2010.

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 $89.5 million and $50.1 million for the first nine months of 2010 and 2009, respectively. The change in
our cash provided from operating activities for the respective periods was primarily attributable to improved operating results and changes in working capital. Our daily working capital requirements fluctuate within each month, primarily in response
to the timing of motor fuel tax, sales tax and rent payments. We had $63.7 million of cash and cash equivalents on hand at October 3, 2010 compared to $10.5 million at September 27, 2009, and $18.0 million at January 3, 2010, of which
$5.2 million was restricted at January 3, 2010 and October 3, 2010.

Capital Expenditures. Capital
expenditures, before any sale/leasebacks were $54.1 million and $52.4 million during the first nine months of 2010 and 2009, respectively. We opened seven new retail stores through October 3, 2010, four of which were in the third quarter. We
sold the seven Village Market grocery stores in May 2010, bringing our store count to 525 at the end of the third quarter. We have opened three additional retail stores and closed one retail store to date in the fourth quarter and currently have
another five stores under construction. We received proceeds of $17.0 million from sale-leaseback transactions during the first nine months of 2010.



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



|                              |  |                                   |     |   |                                  |  |     |  
|----------------------------- |  | --------------------------------- | --- | - | -------------------------------- |  | --- | -
|                              |  | Three MonthsEnded 
October 3,2010 |     |   | Nine MonthsEnded 
October 3,2010 | 
|Retail Stores:                |  |                                   |     |   |                                  |  |     |  
|Number at beginning of period |  |                                   | 521 |   |                                  |  | 525 |  
|New stores                    |  |                                   | 4   |   |                                  |  | 7   |  
|Closed stores                 |  |                                   | 0   |   |                                  |  | (7  | )
|                              |  |                                   |     |   |                                  |  |     |  
|Number at end of period       |  |                                   | 525 |   |                                  |  | 525 |  
|                              |  |                                   |     |   |                                  |  |     |  
|Wholesale dealer locations:   |  |                                   |     |   |                                  |  |     |  
|Number at beginning of period |  |                                   | 387 |   |                                  |  | 390 |  
|New locations                 |  |                                   | 3   |   |                                  |  | 8   |  
|Closed stores                 |  |                                   | (7  | ) |                                  |  | (15 | )
|                              |  |                                   |     |   |                                  |  |     |  
|Number at end of period       |  |                                   | 383 |   |                                  |  | 383 |  
|                              |  |                                   |     |   |                                  |  |     |  

Subsequent to the end of the quarter, we completed the acquisition of 39 long-term fuel
supply agreements to wholesale dealer sites in Texas and Oklahoma. As part of the transaction, we also acquired one retail convenience store in September, which will be rebranded to Stripes® and is included in the new retail store counts above. The transaction was funded with cash. Terms were not disclosed and the transaction value was not
material.

During fiscal 2010, we plan to invest approximately $45 to $65 million (net of anticipated lease financing and
asset sales) 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 a portion of our new store program. However, if we are not able to obtain sale/leaseback, long-term mortgage debt or other
financing during 2010, 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 October 3, 2010, our outstanding
debt was $435.9 million, excluding $4.7 million unamortized issuance discount. We completed a refinancing of substantially all of our debt in May 2010 which allowed us to reduce the coupon on our unsecured bonds, reduce total principal and interest
payments, extend maturities, increase the amount of unencumbered assets and increase flexibility for future operations and growth. As part of that refinancing we redeemed and discharged all outstanding 10 5/8% senior unsecured notes due 2013, we issued $425 million in 8.5%
senior unsecured notes due 2016 and we amended and restated our credit facility to, among other things, cancel the term loan facility (of which $89.3 million was outstanding), extend the maturity date to May 2014, add a $40 million facility increase
option and modify and, in some cases, reduce covenant requirements. For more information regarding the refinancing, including the terms of the 2016 Notes and the credit facility, please refer to Note 8 of the accompanying Notes to Consolidated
Financial Statements.

As of October 3, 2010, we had no outstanding borrowings under the revolving credit facility
and $17.1 million in standby letters of credit. Our borrowing base in effect at October 3, 2010, allowed a maximum borrowing, including outstanding letters of credit, of $118.1 million. Our unused availability on the revolver at October 3,
2010 was $101.0 million. Our unrestricted cash on our balance sheet was $58.5 million and total debt was $431.3 million, leaving debt net of cash of $372.8 million as of October 3, 2010.

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. Changes in our
operating plans, lower than anticipated sales, increased expenses,



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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.

Contractual Obligations and Commitments

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           |    
|                                        |  | October 3, 2010 |    
|                                        |  | Fee             |     |  | Leased | 
|Operating sites:                        |  |                 |     |  |        |  |     | 
|Retail                                  |  |                 | 237 |  |        |  | 288 | 
|Wholesale                               |  |                 | 49  |  |        |  | 30  | 
|                                        |  |                 |     |  |        |  |     | 
|Total                                   |  |                 | 286 |  |        |  | 318 | 
|                                        |  |                
|Office locations                        |  |                 | 4   |  |        |  | 3   | 
|Properties currently under construction |  |                 | 7   |  |        |  |    | 
|Properties held for future development  |  |                 | 24  |  |        |  |    | 
|Income producing properties             |  |                 | 6   |  |        |  | 7   | 
|Surplus properties                      |  |                 | 43  |  |        |  | 0   | 

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 eleven
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.



|                                                              |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |   |  |   |         |  
|------------------------------------------------------------- |  | ------------------------------------------------------------ | --------- | - | ------ | - | --------- | ------ |  | - | --------- | - |  | ------ | ------- | - | ------ | - | ------- | ------ |  | - | --------- | - |  | ------ | ------- | - | ------ | - | ------- | ------ |  | - | ------- | - |  | - | --------- | - |  | - | ------- | -
|                                                              |  | 2008                                                         |           |   | 2009   |   |           | 2010   | 
|                                                              |  | (dollars and gallons in thousands; except per share amounts) |           |   |        |  
|                                                              |  | 1stQTR                                                       |           |   | 2ndQTR |   |           | 3rdQTR |  |   | 4thQTR    |   |  | 1stQTR |         |   | 2ndQTR |   |         | 3rdQTR |  |   | 4thQTR(c) |   |  | 1stQTR |         |   | 2ndQTR |   |         | 3rdQTR | 
|Merchandise sales                                             |  | $                                                            | 168,771   |   |        | $ | 187,870   |        |  | $ | 189,272   |   |  | $      | 183,944 |   |        | $ | 181,919 |        |  | $ | 199,940   |   |  | $      | 201,190 |   |        | $ | 201,375 |        |  | $ | 191,038 |   |  | $ | 208,276   |   |  | $ | 207,018 |  
|Motor fuel sales:                                             |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |   |          
|Retail                                                        |  |                                                              | 519,797   |   |        |   | 618,037   |        |  |   | 619,692   |   |  |        | 393,201 |   |        |   | 322,072 |        |  |   | 392,593   |   |  |        | 427,603 |   |        |   | 463,266 |        |  |   | 478,619 |   |  |   | 511,646   |   |  |   | 489,130 |  
|Wholesale                                                     |  |                                                              | 302,595   |   |        |   | 415,179   |        |  |   | 396,952   |   |  |        | 208,769 |   |        |   | 167,327 |        |  |   | 221,336   |   |  |        | 240,874 |   |        |   | 246,388 |        |  |   | 258,195 |   |  |   | 287,524   |   |  |   | 260,066 |  
|Other income(a)                                               |  |                                                              | 9,543     |   |        |   | 9,376     |        |  |   | 8,253     |   |  |        | 9,394   |   |        |   | 9,490   |        |  |   | 9,297     |   |  |        | 12,433  |   |        |   | 10,205  |        |  |   | 10,273  |   |  |   | 11,093    |   |  |   | 10,203  |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |   |  |   |         |  
|Total revenue                                                 |  |                                                              | 1,000,706 |   |        |   | 1,230,462 |        |  |   | 1,214,169 |   |  |        | 795,308 |   |        |   | 680,808 |        |  |   | 823,166   |   |  |        | 882,100 |   |        |   | 921,234 |        |  |   | 938,125 |   |  |   | 1,018,539 |   |  |   | 966,417 |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |   |          
|Merchandise gross profit                                      |  |                                                              | 56,668    |   |        |   | 64,416    |        |  |   | 65,966    |   |  |        | 63,592  |   |        |   | 62,416  |        |  |   | 66,496    |   |  |        | 66,307  |   |        |   | 65,865  |        |  |   | 62,383  |   |  |   | 70,673    |   |  |   | 70,050  |  
|Motor fuel gross profit:                                      |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |  
|Retail                                                        |  |                                                              | 20,257    |   |        |   | 32,165    |        |  |   | 36,402    |   |  |        | 31,732  |   |        |   | 21,204  |        |  |   | 26,988    |   |  |        | 34,613  |   |        |   | 22,216  |        |  |   | 20,291  |   |  |   | 45,863    |   |  |   | 42,133  |  
|Wholesale                                                     |  |                                                              | 5,580     |   |        |   | 7,429     |        |  |   | 8,888     |   |  |        | 9,037   |   |        |   | 4,251   |        |  |   | 5,030     |   |  |        | 6,388   |   |        |   | 4,538   |        |  |   | 5,028   |   |  |   | 7,499     |   |  |   | 7,248   |  
|Other gross profit(a)                                         |  |                                                              | 9,103     |   |        |   | 8,837     |        |  |   | 7,921     |   |  |        | 9,417   |   |        |   | 9,390   |        |  |   | 9,302     |   |  |        | 12,453  |   |        |   | 9,922   |        |  |   | 9,919   |   |  |   | 9,867     |   |  |   | 9,946   |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |   |  |   |         |  
|Total gross profit                                            |  |                                                              | 91,608    |   |        |   | 112,847   |        |  |   | 119,177   |   |  |        | 113,778 |   |        |   | 97,261  |        |  |   | 107,816   |   |  |        | 119,761 |   |        |   | 102,541 |        |  |   | 97,621  |   |  |   | 133,902   |   |  |   | 129,377 |  
|Income from operations                                        |  |                                                              | 4,972     |   |        |   | 20,291    |        |  |   | 21,137    |   |  |        | 19,499  |   |        |   | 8,541   |        |  |   | 13,390    |   |  |        | 19,826  |   |        |   | 313     |        |  |   | 1,692   |   |  |   | 31,912    |   |  |   | 26,571  |  
|Net income (loss) attributable to Susser Holdings Corporation |  | $                                                            | (3,360    | ) |        | $ | 6,662     |        |  | $ | 6,862     |   |  | $      | 6,313   |   |        | $ | (931    | )      |  | $ | 2,165     |   |  | $      | 6,503   |   |        | $ | (5,669  | )      |  | $ | (4,985  | ) |  | $ | (1,916    | ) |  | $ | 8,952   |  
|Earnings (loss) per common share:                             |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |  
|Basic                                                         |  | $                                                            | (0.20     | ) |        | $ | 0.39      |        |  | $ | 0.41      |   |  | $      | 0.37    |   |        | $ | (0.05   | )      |  | $ | 0.13      |   |  | $      | 0.38    |   |        | $ | (0.33   | )      |  | $ | (0.29   | ) |  | $ | (0.11     | ) |  | $ | 0.53    |  
|Diluted                                                       |  | $                                                            | (0.20     | ) |        | $ | 0.39      |        |  | $ | 0.40      |   |  | $      | 0.37    |   |        | $ | (0.05   | )      |  | $ | 0.13      |   |  | $      | 0.38    |   |        | $ | (0.33   | )      |  | $ | (0.29   | ) |  | $ | (0.11     | ) |  | $ | 0.52    |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |   |          
|Merchandise margin, net                                       |  |                                                              | 33.6      | % |        |   | 34.3      | %      |  |   | 34.9      | % |  |        | 34.6    | % |        |   | 34.3    | %      |  |   | 33.3      | % |  |        | 33.0    | % |        |   | 32.7    | %      |  |   | 32.7    | % |  |   | 33.9      | % |  |   | 33.8    | %
|Fuel gallons:                                                 |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |  
|Retail                                                        |  |                                                              | 169,313   |   |        |   | 165,113   |        |  |   | 163,399   |   |  |        | 179,483 |   |        |   | 179,412 |        |  |   | 177,887   |   |  |        | 175,317 |   |        |   | 187,033 |        |  |   | 183,068 |   |  |   | 185,192   |   |  |   | 185,073 |  
|Wholesale                                                     |  |                                                              | 114,110   |   |        |   | 124,329   |        |  |   | 122,318   |   |  |        | 125,759 |   |        |   | 122,469 |        |  |   | 125,832   |   |  |        | 125,205 |   |        |   | 121,314 |        |  |   | 120,013 |   |  |   | 128,829   |   |  |   | 122,115 |  
|                                                              |  |                                                              |           |   |        |   |           |        |  |  
|Motor fuel margin:                                            |  |                                                              |           |   |        |   |           |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |           |   |  |        |         |   |        |   |         |        |  |   |         |   |  |   |           |  
|Retail (b)                                                    |  |                                                              | 12.0      | ¢ |        |   | 19.5      | ¢      |  |   | 22.3      | ¢ |  |        | 17.7    | ¢ |        |   | 11.8    | ¢      |  |   | 15.2      | ¢ |  |        | 19.7    | ¢ |        |   | 11.9    | ¢      |  |   | 11.1    | ¢ |  |   | 24.8      | ¢ |  |   | 22.8    | ¢
|Wholesale                                                     |  |                                                              | 4.9       | ¢ |        |   | 6.0       | ¢      |  |   | 7.3       | ¢ |  |        | 7.2     | ¢ |        |   | 3.5     | ¢      |  |   | 4.0       | ¢ |  |        | 5.1     | ¢ |        |   | 3.7     | ¢      |  |   | 4.2     | ¢ |  |   | 5.8       | ¢ |  |   | 5.9     | ¢



|(a) | Reflects reclassifications in operating expense, other income, and other gross profit in 2008 and 2009.
|--- | -------------------------------------------------------------------------------------------------------

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

|(c) | Includes 14 weeks of operation.
|--- | -------------------------------



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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 January 3, 2010. 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.

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. There are no indicators of impairment as of October 3, 2010 (See Note 7).



|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, but which had no outstanding borrowings at October 3, 2010. As part of the debt refinancing which occurred on May 7, 2010 (See Note 8), we repaid our term facility and therefore had no balance
outstanding on that facility at the end of the quarter. We had $10.9 million outstanding in other notes payable that is subject to a variable interest rate. The annualized effect of a one percentage point change in floating interest rates on our
variable rate debt obligations outstanding at October 3, 2010 would be to change interest expense by approximately $0.1million.

Our primary exposure relates to:



| |  |  | Interest rate risk on short-term borrowings 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 2009 we entered into interest rate swaps on $70 million notional principal for a six-year term. The swap exchanged a floating
to fixed rate against our variable-rate term loan. In conjunction with the prepayment of the term loan on May 7, 2010, we settled the related interest rate swaps.

We also periodically purchase motor fuel in bulk and hold in inventory or 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. These fuel hedging positions have not been material to our operations.



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For more information
on our hedging activity, please see Note 8 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 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 third quarter of 2010 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 January 3, 2010, 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. | (Removed and Reserved)
|------- | ----------------------



|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: November 12, 2010 |  |  |  |                             |  |                                                                                                                                                                                          
|                        |  |  | 
|                        |  |  |  | By                          |  | /s/ Mary E. Sullivan                                                                                                                                                                     
|                        |  |  |  |                             |  | Mary E. Sullivan Executive
Vice President and Chief Financial Officer (On behalf of the registrant, and in her capacity as
principal financial officer and principal accounting 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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