##### Table of Contents





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: September 27, 2009

or



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

For the transition period from  to

Commission File Number: 001-33084





SUSSER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)







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

4525 Ayers Street

Corpus Christi, Texas 78415

(Address of principal
executive offices)

(361) 884-2463

(Registrants telephone number, including area code)

N/A

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





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

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

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



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

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

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



|                              |  |                                  
|----------------------------- |  | ---------------------------------
|COMMON STOCK, $0.01 PAR VALUE |  | 17,147,393 SHARES                
|(Class)                       |  | (Outstanding at November 5, 2009)









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##### Table of Contents

SUSSER HOLDINGS CORPORATION

FORM 10-Q

TABLE OF CONTENTS



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | Page
|PART I  FINANCIAL INFORMATION                                                                |  |     
|Item 1. Financial Statements                                                                  |  | 1   
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 19  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 33  
|Item 4. Controls and Procedures                                                               |  | 34  
|                                                                                              | 
|PART II OTHER INFORMATION                                                                    |  |     
|Item 1. Legal Proceedings                                                                     |  | 35  
|Item 1A. Risk Factors                                                                         |  | 35  
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 35  
|Item 3. Defaults Upon Senior Securities                                                       |  | 35  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 35  
|Item 5. Other Information                                                                     |  | 35  
|Item 6. Exhibits                                                                              |  | 35  



i



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##### Table of Contents

PART I  FINANCIAL INFORMATION



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

Susser Holdings Corporation

Consolidated Balance Sheets



|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ----------------- | - | ------- | -
|                                                                                                                                                                                                         |  | December 28,2008 |         | September 27,2009 |  
|                                                                                                                                                                                                         |  |                  |         | unaudited         |  
|                                                                                                                                                                                                         |  | (in thousands)   |        
|                                                                                                                                                                                                         |  |                 
|Assets                                                                                                                                                                                                   |  |                  |         |                   |   |         |  
|                                                                                                                                                                                                         |  |                 
|Current assets:                                                                                                                                                                                          |  |                  |         |                   |   |         |  
|                                                                                                                                                                                                         |  |                 
|Cash and cash equivalents                                                                                                                                                                                |  | $                | 8,284   |                   | $ | 10,459  |  
|Accounts receivable, net of allowance for doubtful accounts of $1,070 at December 28, 2008 and $917 at September 27,
2009                                                                                |  |                  | 51,549  |                   |   | 52,744  |  
|Inventories, net                                                                                                                                                                                         |  |                  | 62,878  |                   |   | 73,248  |  
|Other current assets                                                                                                                                                                                     |  |                  | 4,703   |                   |   | 4,382   |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total current assets                                                                                                                                                                                     |  |                  | 127,414 |                   |   | 140,833 |  
|Property and equipment, net                                                                                                                                                                              |  |                  | 408,733 |                   |   | 415,564 |  
|Other assets:                                                                                                                                                                                            |  |                  |         |                   |   |         |  
|Goodwill                                                                                                                                                                                                 |  |                  | 237,953 |                   |   | 242,451 |  
|Intangible assets, net                                                                                                                                                                                   |  |                  | 34,609  |                   |   | 34,012  |  
|Other noncurrent assets                                                                                                                                                                                  |  |                  | 15,647  |                   |   | 15,447  |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total other assets                                                                                                                                                                                       |  |                  | 288,209 |                   |   | 291,910 |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total assets                                                                                                                                                                                             |  | $                | 824,356 |                   | $ | 848,307 |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|                                                                                                                                                                                                         |  |                 
|Liabilities and shareholders equity                                                                                                                                                                     |  |                  |         |                   |   |         |  
|Current liabilities:                                                                                                                                                                                     |  |                  |         |                   |   |         |  
|Accounts payable                                                                                                                                                                                         |  | $                | 90,911  |                   | $ | 104,338 |  
|Accrued expenses and other current liabilities                                                                                                                                                           |  |                  | 34,738  |                   |   | 39,846  |  
|Current maturities of long-term debt                                                                                                                                                                     |  |                  | 9,233   |                   |   | 11,858  |  
|Deferred purchase price  TCFS acquisition                                                                                                                                                               |  |                  | 10,000  |                   |   | 10,000  |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total current liabilities                                                                                                                                                                                |  |                  | 144,882 |                   |   | 166,042 |  
|Long-term debt                                                                                                                                                                                           |  |                  | 395,736 |                   |   | 387,359 |  
|Revolving line of credit                                                                                                                                                                                 |  |                  | 3,630   |                   |   | 3,930   |  
|Deferred gain, long-term portion                                                                                                                                                                         |  |                  | 33,720  |                   |   | 32,569  |  
|Deferred tax liability, long-term portion                                                                                                                                                                |  |                  | 28,323  |                   |   | 27,355  |  
|Other noncurrent liabilities                                                                                                                                                                             |  |                  | 13,087  |                   |   | 15,964  |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total long-term liabilities                                                                                                                                                                              |  |                  | 474,496 |                   |   | 467,177 |  
|Commitments and contingencies:                                                                                                                                                                           |  |                  |         |                   |   |         |  
|                                                                                                                                                                                                         |  |                 
|Shareholders equity:                                                                                                                                                                                    |  |                  |         |                   |   |         |  
|Susser Holdings Corporation shareholders equity:                                                                                                                                                        |  |                  |         |                   |   |         |  
|Common stock, $.01 par value; 125,000,000 shares authorized; 17,048,972 issued and 17,037,648 outstanding as of December 28,
2008; 17,153,267 issued and 17,141,943 outstanding as of September 27, 2009 |  |                  | 170     |                   |   | 170     |  
|Additional paid-in capital                                                                                                                                                                               |  |                  | 180,189 |                   |   | 182,899 |  
|Retained earnings                                                                                                                                                                                        |  |                  | 23,888  |                   |   | 31,625  |  
|Accumulated other comprehensive loss                                                                                                                                                                     |  |                  |        |                   |   | (367    | )
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total Susser Holdings Corporation shareholders equity                                                                                                                                                   |  |                  | 204,247 |                   |   | 214,327 |  
|Noncontrolling interest                                                                                                                                                                                  |  |                  | 731     |                   |   | 761     |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total shareholders equity                                                                                                                                                                               |  |                  | 204,978 |                   |   | 215,088 |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                               |  | $                | 824,356 |                   | $ | 848,307 |  
|                                                                                                                                                                                                         |  |                  |         |                   |   |         |  

See accompanying notes.



1



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##### Table of Contents

Susser Holdings Corporation

Consolidated Statements of Operations

Unaudited



|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | - | ----------------- | - | ---------- | ----------------- |  | - | ----------------- | - |  | - | ---------- | -
|                                                                  |  | Three Months Ended                               |            |   | Nine Months Ended |  
|                                                                  |  | September 28,2008                                |            |   | September 27,2009 |   |            | September 28,2008 |  |   | September 27,2009 |  
|                                                                  |  | (dollars in thousands, except per share amounts) |           
|                                                                  |  |                                                  |            |  
|Revenues:                                                         |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Merchandise sales                                                 |  | $                                                | 189,272    |   |                   | $ | 201,190    |                   |  | $ | 545,913           |   |  | $ | 583,049    |  
|Motor fuel sales                                                  |  |                                                  | 1,016,644  |   |                   |   | 668,477    |                   |  |   | 2,872,252         |   |  |   | 1,771,805  |  
|Other income                                                      |  |                                                  | 8,253      |   |                   |   | 12,433     |                   |  |   | 27,170            |   |  |   | 31,130     |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Total revenues                                                    |  |                                                  | 1,214,169  |   |                   |   | 882,100    |                   |  |   | 3,445,335         |   |  |   | 2,385,984  |  
|Cost of sales:                                                    |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Merchandise                                                       |  |                                                  | 123,306    |   |                   |   | 134,883    |                   |  |   | 358,863           |   |  |   | 387,830    |  
|Motor fuel                                                        |  |                                                  | 971,354    |   |                   |   | 627,476    |                   |  |   | 2,761,531         |   |  |   | 1,673,331  |  
|Other                                                             |  |                                                  | 332        |   |                   |   | (20        | )                 |  |   | 1,311             |   |  |   | 75         |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Total cost of sales                                               |  |                                                  | 1,094,992  |   |                   |   | 762,339    |                   |  |   | 3,121,705         |   |  |   | 2,061,236  |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Gross profit                                                      |  |                                                  | 119,177    |   |                   |   | 119,761    |                   |  |   | 323,630           |   |  |   | 324,748    |  
|                                                                  |  |                                                  |            |  
|Operating expenses:                                               |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Personnel                                                         |  |                                                  | 34,536     |   |                   |   | 38,008     |                   |  |   | 99,348            |   |  |   | 110,260    |  
|General and administrative                                        |  |                                                  | 9,468      |   |                   |   | 8,814      |                   |  |   | 26,580            |   |  |   | 25,905     |  
|Other operating                                                   |  |                                                  | 35,676     |   |                   |   | 31,610     |                   |  |   | 94,624            |   |  |   | 86,610     |  
|Rent                                                              |  |                                                  | 8,728      |   |                   |   | 9,135      |                   |  |   | 25,814            |   |  |   | 27,178     |  
|Loss (gain) on disposal of assets                                 |  |                                                  | (196       | ) |                   |   | 884        |                   |  |   | (45               | ) |  |   | 1,042      |  
|Depreciation, amortization, and accretion                         |  |                                                  | 9,828      |   |                   |   | 11,484     |                   |  |   | 30,909            |   |  |   | 31,996     |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Total operating expenses                                          |  |                                                  | 98,040     |   |                   |   | 99,935     |                   |  |   | 277,230           |   |  |   | 282,991    |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Income from operations                                            |  |                                                  | 21,137     |   |                   |   | 19,826     |                   |  |   | 46,400            |   |  |   | 41,757     |  
|Other income (expense):                                           |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Interest expense, net                                             |  |                                                  | (9,955     | ) |                   |   | (9,444     | )                 |  |   | (29,307           | ) |  |   | (28,533    | )
|Other miscellaneous                                               |  |                                                  | 25         |   |                   |   | (46        | )                 |  |   | 239               |   |  |   | (28        | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Total other expense, net                                          |  |                                                  | (9,930     | ) |                   |   | (9,490     | )                 |  |   | (29,068           | ) |  |   | (28,561    | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Income before income taxes                                        |  |                                                  | 11,207     |   |                   |   | 10,336     |                   |  |   | 17,332            |   |  |   | 13,196     |  
|Income tax expense                                                |  |                                                  | (4,331     | ) |                   |   | (3,823     | )                 |  |   | (7,131            | ) |  |   | (5,430     | )
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Net income                                                        |  |                                                  | 6,876      |   |                   |   | 6,513      |                   |  |   | 10,201            |   |  |   | 7,766      |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Less: Net income attributable to noncontrolling interests         |  |                                                  | 14         |   |                   |   | 10         |                   |  |   | 37                |   |  |   | 29         |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Net income attributable to Susser Holdings Corporation            |  | $                                                | 6,862      |   |                   | $ | 6,503      |                   |  | $ | 10,164            |   |  | $ | 7,737      |  
|                                                                  |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Net income per share attributable to Susser Holdings Corporation: |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Basic                                                             |  | $                                                | 0.41       |   |                   | $ | 0.38       |                   |  | $ | 0.60              |   |  | $ | 0.46       |  
|Diluted                                                           |  | $                                                | 0.40       |   |                   | $ | 0.38       |                   |  | $ | 0.60              |   |  | $ | 0.45       |  
|Weighted average shares outstanding:                              |  |                                                  |            |   |                   |   |            |                   |  |   |                   |   |  |   |            |  
|Basic                                                             |  |                                                  | 16,880,404 |   |                   |   | 16,937,013 |                   |  |   | 16,880,404        |   |  |   | 16,930,903 |  
|Diluted                                                           |  |                                                  | 16,987,817 |   |                   |   | 17,030,021 |                   |  |   | 16,977,561        |   |  |   | 17,005,231 |  

See accompanying notes.



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Susser Holdings Corporation

Consolidated Statements of Cash Flows

Unaudited



|                                                                                  |  |                   |         |   |                   |   |         |  
|--------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                  |  | Nine Months Ended |        
|                                                                                  |  | September 28,2008 |         |   | September 27,2009 |  
|                                                                                  |  | (in thousands)    |        
|                                                                                  |  |                  
|Cash flows from operating activities:                                             |  |                   |         |   |                   |   |         |  
|                                                                                  |  |                  
|Net income                                                                        |  | $                 | 10,201  |   |                   | $ | 7,766   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |         |   |                   |   |         |  
|Depreciation, amortization, and accretion                                         |  |                   | 30,909  |   |                   |   | 31,996  |  
|Loss (gain) on disposal of property and impairment charge                         |  |                   | (45     | ) |                   |   | 1,042   |  
|Noncash stock based compensation                                                 |  |                   | 2,888   |   |                   |   | 2,509   |  
|Deferred income tax                                                               |  |                   | (153    | ) |                   |   | 9       |  
|Amortization of debt premium                                                      |  |                   | (375    | ) |                   |   | (457    | )
|Changes in operating assets and liabilities:                                      |  |                   |         |   |                   |   |         |  
|Receivables                                                                       |  |                   | (23,655 | ) |                   |   | (1,305  | )
|Inventories                                                                       |  |                   | (9,721  | ) |                   |   | (10,370 | )
|Assets held for sale and other current assets                                     |  |                   | 4,168   |   |                   |   | (458    | )
|Intangible assets, net                                                            |  |                   | (1,850  | ) |                   |   | 1,908   |  
|Other noncurrent assets                                                           |  |                   | (1,249  | ) |                   |   | (95     | )
|Accounts payable                                                                  |  |                   | (5,945  | ) |                   |   | 13,427  |  
|Accrued liabilities                                                               |  |                   | 988     |   |                   |   | 5,020   |  
|Other noncurrent liabilities                                                      |  |                   | 381     |   |                   |   | (906    | )
|                                                                                  |  |                   |         |   |                   |   |         |  
|Net cash provided by operating activities                                         |  |                   | 6,542   |   |                   |   | 50,086  |  
|                                                                                  |  |                  
|Cash flows from investing activities:                                             |  |                   |         |   |                   |   |         |  
|Capital Expenditures                                                              |  |                   | (45,480 | ) |                   |   | (52,383 | )
|Proceeds from disposal of property and equipment                                  |  |                   | 755     |   |                   |   | 1,585   |  
|Proceeds from sale/leaseback transactions                                         |  |                   | 26,898  |   |                   |   | 8,043   |  
|                                                                                  |  |                   |         |   |                   |   |         |  
|Net cash used in investing activities                                             |  |                   | (17,827 | ) |                   |   | (42,755 | )
|                                                                                  |  |                  
|Cash flows from financing activities:                                             |  |                   |         |   |                   |   |         |  
|Proceeds from issuance of long-term debt                                          |  |                   | 30,736  |   |                   |   |        |  
|Change in notes receivable                                                        |  |                   | (240    | ) |                   |   | (135    | )
|Payments on long-term debt                                                        |  |                   | (2,625  | ) |                   |   | (5,295  | )
|Revolving line of credit, net                                                     |  |                   | (15,340 | ) |                   |   | 300     |  
|Loan origination costs                                                            |  |                   |        |   |                   |   | (227    | )
|Proceeds from issuance of equity                                                  |  |                   |        |   |                   |   | 201     |  
|                                                                                  |  |                   |         |   |                   |   |         |  
|Net cash provided by (used in) financing activities                               |  |                   | 12,531  |   |                   |   | (5,156  | )
|Net increase in cash                                                              |  |                   | 1,246   |   |                   |   | 2,175   |  
|Cash and cash equivalents at beginning of year                                    |  |                   | 7,831   |   |                   |   | 8,284   |  
|                                                                                  |  |                   |         |   |                   |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                 | 9,077   |   |                   | $ | 10,459  |  
|                                                                                  |  |                   |         |   |                   |   |         |  

See accompanying notes.



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Susser Holdings Corporation

Notes to Consolidated Financial Statements

Unaudited



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

The consolidated financial statements are composed of Susser Holdings Corporation (Susser or the Company), a Delaware corporation, and its consolidated subsidiaries, which operate
convenience stores and distribute motor fuels in Texas, New Mexico, and Oklahoma. The Company was formed in May 2006, and in October 2006 completed an initial public offering (IPO). Susser, through its subsidiaries and predecessors, has been
acquiring, operating, and supplying motor fuel to service stations and convenience stores since the 1930s.

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



| |  |  | Stripes LLC (Stripes), a Texas Limited Liability Company, operates convenience stores located in Texas, New Mexico, and Oklahoma.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Susser Petroleum Company LLC (SPC), a Texas Limited Liability Company, distributes motor fuels primarily in Texas, New Mexico, 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 $300 million of senior notes outstanding at September 27, 2009, but do not conduct any operations. (See Note 7) A subsidiary, C&G Investments, LLC, owns a 50% interest in
Cash & Go, Ltd. and Cash & Go Management, LLC. Cash & Go, Ltd. currently operates 39 units, located primarily inside Stripes retail stores, which provide short-term loan services and check cashing services. The
Company accounts for this investment under the equity method, and reflects its share of net earnings in other miscellaneous income and its investment in other noncurrent assets.

All significant intercompany accounts and transactions have been eliminated in consolidation. Transactions and balances of other
subsidiaries are not material to the consolidated financial statements. The Companys fiscal year is 52 or 53 weeks and ends on the Sunday closest to December 31. All references to fiscal 2008 refer to the 52-week period ended
December 28, 2008. All references to the third quarter of 2008 and 2009 refer to the 13-week periods ended September 28, 2008 and September 27, 2009, respectively. Stripes follows the same accounting calendar as the Company. SPC and
APT use calendar month accounting periods, and end their fiscal year on December 31.

The consolidated financial
statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements have
been prepared from the accounting records of the Company and its subsidiaries, and all amounts at September 27, 2009 and for the nine months ended September 28, 2008 and September 27, 2009 are unaudited. Pursuant to Regulation S-X,
certain information and note disclosures normally included in annual financial statements have been condensed or omitted. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of
the results for the interim periods presented, and which are of a normal, recurring nature.

Our results of operations for the
three and nine months ended September 28, 2008 and September 27, 2009 are not necessarily indicative of results to be expected for the full fiscal year. Our business is seasonal and we generally experience higher levels of revenues during
the summer months than during the winter months.

The interim consolidated financial statements included herein should be read
in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2008.



4



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##### Table of Contents

Certain prior year balances have been reclassified for comparative purposes.

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 September 27, 2009, up until the issuance of the financial statements, which occurred on November 6, 2009.



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

FASB
ASC Topic 805

In December 2007, the FASB issued SFAS No. 141R, Business Combinations which was
primarily codified into Topic 805 Business Combinations in the ASC. This guidance modifies certain aspects of how the acquiring entity recognizes and measures identifiable assets, liabilities assumed, any noncontrolling interest
in the acquiree and the goodwill acquired in a business combination. This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance did not have a material impact on
our consolidated financial statements.

FASB ASC Topic 810

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of
ARB 51, which was primarily codified into Topic 810 Consolidations in the ASC. This guidance established new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, except for the presentation and disclosure requirements, which applied
retrospectively. The adoption of this guidance as of the beginning of our 2009 fiscal year did not have a material impact on our consolidated financial statements.

FASB ASC Topic 825

In April 2009, the FASB issued FSP No. FAS-107-1 and
APB 28-1, Interim Disclosures about Fair Value of Financial Instruments which was primarily codified into Topic 825 Financial Instruments in the ASC. This guidance amends previous Topic 825 guidance, to require disclosures
about fair values of financial instruments for interim reporting periods as well as in annual financial statements. This guidance was effective for interim reporting periods ending after June 15, 2009. We have included these additional
disclosures in Note 7. The adoption of this guidance did not have a material impact on our consolidated financial statements.

FASB ASC
Topic 855

In May 2009, the FASB issued SFAS No. 165, Subsequent Events which was primarily
codified into Topic 855 Subsequent Events in the ASC. This guidance was issued in order to establish principles and requirements for reviewing and reporting subsequent events and requires disclosure of the date through which
subsequent events are evaluated and whether the date corresponds with the time at which the financial statements were available for issue (as defined) or were issued. This guidance is effective for interim reporting periods ending after
June 15, 2009. The adoption of this guidance did not have an impact on our consolidated financial statements. See Note 1.

FASB
ASC Topic 105

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles (FASB ASC) which was primarily codified into Topic 105 Generally Accepted Accounting Standards in the ASC. This guidance will become the
single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding all existing accounting standard documents and related accounting literature. The guidance is effective for interim and
annual periods ending after September 15, 2009. The Company adopted this guidance beginning in the third quarter of 2009, which did not have an impact on our financial condition or results of operation, but impacts all related disclosures as
all references to authoritative accounting literature reflect the newly adopted codification.



5



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##### Table of Contents

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

Accounts receivable consisted of the following:



|                                                    |  |                  |        |   |                   |   |        |  
|--------------------------------------------------- |  | ---------------- | ------ | - | ----------------- | - | ------ | -
|                                                    |  | December 28,2008 |        |   | September 27,2009 |  
|                                                    |  | (in thousands)   |       
|Accounts receivable, trade                          |  | $                | 35,829 |   |                   | $ | 37,717 |  
|Receivable from state reimbursement funds           |  |                  | 1,529  |   |                   |   | 1,215  |  
|Vendor receivables for rebates, branding and others |  |                  | 7,739  |   |                   |   | 6,221  |  
|ATM fund receivables                                |  |                  | 4,216  |   |                   |   | 5,393  |  
|Notes receivable, short term                        |  |                  | 641    |   |                   |   | 434    |  
|Other receivables                                   |  |                  | 2,665  |   |                   |   | 2,681  |  
|Allowance for uncollectible accounts, trade         |  |                  | (729   | ) |                   |   | (633   | )
|Allowance for uncollectible accounts, environmental |  |                  | (341   | ) |                   |   | (284   | )
|                                                    |  |                  |        |   |                   |   |        |  
|                                                    |  |                 
|Accounts receivables, net                           |  | $                | 51,549 |   |                   | $ | 52,744 |  
|                                                    |  |                  |        |   |                   |   |        |  



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

Inventories
consisted of the following:



|                                                  |  |                  |        |   |                   |   |        |  
|------------------------------------------------- |  | ---------------- | ------ | - | ----------------- | - | ------ | -
|                                                  |  | December 28,2008 |        |   | September 27,2009 |  
|                                                  |  | (in thousands)   |       
|Merchandise                                       |  | $                | 41,425 |   |                   | $ | 46,596 |  
|Fuel-retail                                       |  |                  | 15,740 |   |                   |   | 19,048 |  
|Fuel-wholesale consignment                        |  |                  | 1,639  |   |                   |   | 2,720  |  
|Lottery                                           |  |                  | 1,657  |   |                   |   | 1,777  |  
|Maintenance spare parts and equipment             |  |                  | 3,232  |   |                   |   | 3,868  |  
|Allowance for inventory shortage and obsolescence |  |                  | (815   | ) |                   |   | (761   | )
|                                                  |  |                  |        |   |                   |   |        |  
|                                                  |  |                 
|Total                                             |  | $                | 62,878 |   |                   | $ | 73,248 |  
|                                                  |  |                  |        |   |                   |   |        |  



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

Property and equipment consisted of the following:



|                                     |  |                  |         |                   |   |        
|------------------------------------ |  | ---------------- | ------- | ----------------- | - | -------
|                                     |  | December 28,2008 |         | September 27,2009
|                                     |  | (in thousands)  
|Land                                 |  | $                | 122,883 |                   | $ | 127,213
|Buildings and leasehold improvements |  |                  | 197,069 |                   |   | 212,246
|Equipment                            |  |                  | 155,002 |                   |   | 173,149
|Construction in progress             |  |                  | 15,326  |                   |   | 14,796 
|                                     |  |                  |         |                   |   |        
|                                     |  |                  | 490,280 |                   |   | 527,404
|Less accumulated depreciation        |  |                  | 81,547  |                   |   | 111,840
|                                     |  |                  |         |                   |   |        
|                                     |  |                 
|Total                                |  | $                | 408,733 |                   | $ | 415,564
|                                     |  |                  |         |                   |   |        



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##### Table of Contents

|6. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

Goodwill is not being amortized, but is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.

In accordance with 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 and trade names, all of which are amortized
over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Companys future cash flows. Supply agreements are being amortized over a weighted average period of
approximately nine years. Favorable/unfavorable leasehold arrangements are being amortized over a weighted average period of approximately nine 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 following table presents the gross carrying amount and accumulated
amortization for each major class of intangible assets, excluding goodwill, at December 28, 2008 and September 27, 2009:

In August 2009, we acquired 25 Quick Stuff Convenience stores in Texas and Louisiana from Jack in the Box Inc. which resulted in an increase in goodwill. This acquisition is considered immaterial.



|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|--------------------------------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | ------------------- | ------ | ----------------------- | - | --------- |  | - | ------ |  | - | ------
|                                  |  | December 28, 2008   |        | September 27, 2009     
|                                  |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount |  | GrossCarryingAmount |        | AccumulatedAmortization |   | NetAmount
|                                  |  | (in thousands)     
|                                  |  |                     |        |                         |   |          
|NonAmortizing                    |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Trade name                        |  | $                   | 570    |                         | $ |          |  | $                   | 570    |                         | $ | 570       |  | $ |       |  | $ | 570   
|                                  |  |                     |        |                         |   |          
|Franchise rights                  |  |                     | 389    |                         |   |          |  |                     | 389    |                         |   | 389       |  |   |       |  |   | 389   
|                                  |  |                     |        |                         |   |          
|Liquor licenses                   |  |                     | 11,185 |                         |   |          |  |                     | 11,185 |                         |   | 11,600    |  |   |       |  |   | 11,600
|                                  |  |                     |        |                         |   |          
|Amortizing                        |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Supply agreements                 |  |                     | 5,952  |                         |   | 2,203     |  |                     | 3,749  |                         |   | 8,433     |  |   | 3,091  |  |   | 5,342 
|Favorable lease arrangements, net |  |                     | 2,879  |                         |   | 2,517     |  |                     | 362    |                         |   | 2,622     |  |   | 2,339  |  |   | 283   
|                                  |  |                     |        |                         |   |          
|Loan origination costs            |  |                     | 18,142 |                         |   | 4,528     |  |                     | 13,614 |                         |   | 18,367    |  |   | 6,849  |  |   | 11,518
|                                  |  |                     |        |                         |   |          
|Trade names                       |  |                     | 5,756  |                         |   | 1,222     |  |                     | 4,534  |                         |   | 5,801     |  |   | 1,615  |  |   | 4,186 
|                                  |  |                     |        |                         |   |          
|Other                             |  |                     | 520    |                         |   | 314       |  |                     | 206    |                         |   | 520       |  |   | 396    |  |   | 124   
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       
|                                  |  |                     |        |                         |   |          
|Total                             |  | $                   | 45,393 |                         | $ | 10,784    |  | $                   | 34,609 |                         | $ | 48,302    |  | $ | 14,290 |  | $ | 34,012
|                                  |  |                     |        |                         |   |           |  |                     |        |                         |   |           |  |   |        |  |   |       



7



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##### Table of Contents

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

Long-term debt consisted of the following:



|                                                                                                                                                                                                     |  |                  |         |                   |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ----------------- | - | -------
|                                                                                                                                                                                                     |  | December 28,2008 |         | September 27,2009
|                                                                                                                                                                                                     |  | (in thousands)  
|105/8% senior unsecured notes due 2013                                                                                                                                                               |  | $                | 300,000 |                   | $ | 300,000
|                                                                                                                                                                                                     |  |                 
|Term loan facility, bearing interest at LIBOR plus applicable margin (3.70% at December 28, 2008 and 2.24% at
September 27, 2009), principal due in quarterly installments through November 13, 2012 |  |                  | 101,063 |                   |   | 95,813 
|                                                                                                                                                                                                     |  |                 
|Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin, (3.75% at December 28, 2008 and 3.25%
at September 27, 2009)                                                  |  |                  | 3,630   |                   |   | 3,930  
|                                                                                                                                                                                                     |  |                 
|Other notes payable                                                                                                                                                                                  |  |                  | 135     |                   |   | 90     
|                                                                                                                                                                                                     |  |                 
|Unamortized premium                                                                                                                                                                                  |  |                  | 3,771   |                   |   | 3,314  
|                                                                                                                                                                                                     |  |                  |         |                   |   |        
|                                                                                                                                                                                                     |  |                 
|Total debt                                                                                                                                                                                           |  |                  | 408,599 |                   |   | 403,147
|                                                                                                                                                                                                     |  |                 
|Less: current maturities                                                                                                                                                                             |  |                  | 9,233   |                   |   | 11,858 
|                                                                                                                                                                                                     |  |                  |         |                   |   |        
|                                                                                                                                                                                                     |  |                 
|Longterm debt, net of current maturities                                                                                                                                                            |  | $                | 399,366 |                   | $ | 391,289
|                                                                                                                                                                                                     |  |                  |         |                   |   |        

The fair value of debt as of September 27, 2009, is estimated to be
approximately $410.3 million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan, revolving credit facility and promissory note.

Senior Unsecured Notes

In December 2005, the Company, through its subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation, issued $170.0 million 10 5/8% senior unsecured notes (the Senior Notes).
The Senior Notes pay interest semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2006, until they mature on December 15, 2013.

The Senior Notes contain covenants that, among other things and subject to various exceptions, restrict the Companys ability and any
restricted subsidiarys ability to incur additional debt, make restricted payments (including paying dividends on, redeeming or repurchasing capital stock), dispose of assets, and other restrictions. The Senior Notes also contain certain
financial covenants. On November 24, 2006, the Company redeemed $50.0 million of the Senior Notes with proceeds from the IPO, as allowed by the indenture. On November 13, 2007, in connection with the TCFS Acquisition, the Company issued
additional $150.0 million Senior Notes and on June 23, 2008, the Company issued an additional $30.0 million Senior Notes. The additional notes are all governed by the same indenture as the original Senior Notes.

On or after December 15, 2009, the Company may redeem some or all of the $300.0 million remaining Senior Notes at any time at the
following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and liquidated damages, if any: in 2009, at 105.313%; in 2010, at 102.656%; and in 2011 and thereafter, at 100.000%.

Credit Facilities

On November 13, 2007, Susser Holdings, L.L.C. entered into a credit agreement with a syndicate of financial institutions, providing for a five-year revolving credit facility in an aggregate principal amount of up to $90.0 million, and
a five-year term loan facility in the aggregate principal amount of $105.0 million (the term loan). On May 6, 2008, we, Susser Holdings, L.L.C. and the financial institutions party to the credit agreement entered in to Amendment
No. 1 to the credit agreement (Amendment No. 1), which increased the aggregate commitments under the revolving credit facility to $120.0 million (we refer to the revolving credit facility, as amended by Amendment No. 1, as
the revolver).



8



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##### Table of Contents

Availability under the revolver is subject to a borrowing base equal to the lesser of
(x) (a) 85% of eligible accounts receivable plus (b) 55% of eligible inventory plus (c) 60% of the fair market value of certain designated eligible real property which shall not exceed 35% of the aggregate borrowing base amount,
minus (d) such reserves as the administrative agent of the revolver may establish in its reasonable credit judgment acting in good faith (including, without limitation, reserves for exposure under swap contracts and obligations relating to
treasury management products) and (y) 85% of gross accounts receivable plus 60% of gross inventory. Up to $60 million of the revolver may be used for the issuance of standby and commercial letters of credit and a portion of the revolver is
available for swingline loans. As of September 27, 2009, we had $3.9 million outstanding under the revolving credit facility and $22.1 million in standby letters of credit. Our borrowing base in effect at September 27, 2009 allowed a
maximum borrowing, including outstanding letters of credit, of $95.7 million. Our unused availability on the revolver at September 27, 2009 was $69.7 million.

The interest rates for both the revolver and term loan facility are calculated, at the Companys option, at either a base rate or a LIBOR rate plus, in each case, a margin. With respect to LIBOR rate
loans, interest will be payable at the end of each selected interest period, but no less frequently than quarterly. With respect to base rate loans, interest will be payable quarterly in arrears. We pay a commitment fee on the unused portion of the
Revolver, currently 0.375% per annum, and is subject to adjustment based on a leverage grid.

The term loan facility and
the revolver may be prepaid at any time in whole or in part without premium or penalty, other than breakage costs if applicable, and require the maintenance of a maximum senior secured leverage ratio and a minimum fixed charge coverage ratio. We
were in compliance with the required leverage and fixed charge coverage ratios as of September 27, 2009.

Fair Value Measurements

ASC 820 Fair Value Measurements and Disclosures defines and establishes a framework for measuring
fair value and expands related disclosures. This guidance does not require any new fair value measurements. We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use
them to assess impairment of properties, and equipment, intangible assets, and goodwill. The guidance does not apply to share-based payment transactions and inventory pricing. ASC 820 was effective for the Companys financial assets and
financial liabilities beginning in 2008. In February 2008, ASC 820 -10-65- Transition and Open Effective Date Information, deferred the effective date of ASC 820 for all nonfinancial assets and nonfinancial liabilities to fiscal
years beginning after November 15, 2008. The nonfinancial assets and nonfinancial liabilities held by the Company include asset retirement obligations, assets held for sale, goodwill, and trade names.

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

ASC 820 prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 Inputs other
than quoted prices included within Level 1 that are either directly or indirectly observable;



| | Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market
participants would use in pricing.
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

From time to time, the Company enters into interest rate swaps to either
reduce the impact of changes in interest rates on its floating rate long-term debt or to take advantage of favorable variable interest rates compared to its fixed rate long-term debt in order to manage interest rate risk exposure. During the first
quarter of 2009, the Company entered into interest rate swaps on $70 million notional principal for a three-year term. The swaps exchange a floating to fixed rate against our variable-rate term loan. These contracts have been designated as cash flow
hedges, and the Company determined that these futures contracts are defined as Level 2 in the fair value hierarchy. The interest rate swap agreement utilized by the Company effectively modifies the Companys exposure to interest rate risk. The



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##### Table of Contents

Company recognized $643,000 in additional interest expense (effective portion) during the first nine months of 2009 associated with this interest rate swap and recognized a $367,000 loss, net of
tax, in Other Comprehensive Income on a deferred basis. No gains or losses from ineffectiveness were recorded as the interest rate swaps are considered highly effective. In the event any portion is deemed not effective, the resulting gain or loss
would be classified to interest expense in the Companys consolidated statement of operations. The Company expects to reclassify approximately $0.9 million into net income as additional interest expense during the next twelve months. At
September 27, 2009, these interest rate swaps had a market value of ($565,000) which is classified in other non-current liabilities in the Companys consolidated balance sheet.

The Company also periodically enters into derivatives, such as futures and options, to manage its fuel price risk, primarily related to
purchases of fuel on the Gulf Coast and transported via pipeline to West Texas. 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. Fuel
hedging positions have not been material to our operations. These positions have been designated as fair value hedges. The fair value of our derivative contracts are measured using Level 2 inputs, and are determined by either market prices on an
active market for similar assets or by prices quoted by a broker or other market-corroborated prices. This price does not differ materially from the amount that would be paid to transfer the liability to a new obligor due to the short term nature of
these contracts. At December 28, 2008, the Company held fuel futures contracts with a fair value of ($140,000), (75 contracts representing 3.2 million gallons). At September 27, 2009, the Company held fuel futures contracts with a
fair value of $(125,000) (22 contracts representing 0.9 million gallons), which is classified in other current assets in the Companys consolidated balance sheets. The Company recognized $1.0 million in loss during the first nine months of
2009 related to these contracts, which is classified in motor fuel cost of sales in the consolidated statements of operations. The loss realized on hedging contracts during the first nine months is substantially offset by increased profitability on
sale of fuel purchased from the pipeline.



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

Leases

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

The components of net rent expense are as follows:



|                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|----------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ----------------- |  | - | ----------------- | - |  | - | ------ | -
|                              |  | Three Months Ended |       |   | Nine Months Ended |  
|                              |  | September 28,2008  |       |   | September 27,2009 |   |       | September 28,2008 |  |   | September 27,2009 |  
|                              |  | (in thousands)     |      
|Cash rent:                    |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Store base rent               |  | $                  | 8,739 |   |                   | $ | 9,168 |                   |  | $ | 25,652            |   |  | $ | 27,293 |  
|Equipment rent                |  |                    | 188   |   |                   |   | 163   |                   |  |   | 565               |   |  |   | 510    |  
|Contingent rent               |  |                    | 30    |   |                   |   | 61    |                   |  |   | 151               |   |  |   | 155    |  
|                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Total cash rent               |  | $                  | 8,957 |   |                   | $ | 9,392 |                   |  | $ | 26,368            |   |  | $ | 27,958 |  
|                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Noncash rent:                |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Straight-line rent            |  |                    | 315   |   |                   |   | 258   |                   |  |   | 946               |   |  |   | 757    |  
|Amortization of deferred gain |  |                    | (544  | ) |                   |   | (515  | )                 |  |   | (1,500            | ) |  |   | (1,537 | )
|                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Net rent expense              |  | $                  | 8,728 |   |                   | $ | 9,135 |                   |  | $ | 25,814            |   |  | $ | 27,178 |  
|                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  

Letters of Credit

We were contingently liable for $22.1 million related to irrevocable letters of credit required by various insurers and suppliers at
September 27, 2009. Included in this amount is a $10 million letter of credit held in escrow related to the TCFS Acquisition that will be eligible to be drawn upon in November 2009, net of any settled or pending indemnity claims.



10



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##### Table of Contents

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

The components of net interest expenses are as follows:



|                                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|--------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ----------------- |  | - | ----------------- | - |  | - | ------ | -
|                                              |  | Three Months Ended |       |   | Nine Months Ended |  
|                                              |  | September 28,2008  |       |   | September 27,2009 |   |       | September 28,2008 |  |   | September 27,2009 |  
|                                              |  | (in thousands)     |      
|Cash interest expense                         |  | $                  | 9,290 |   |                   | $ | 8,803 |                   |  | $ | 27,399            |   |  | $ | 26,495 |  
|Capitalized interest                          |  |                    | (15   | ) |                   |   | (108  | )                 |  |   | (109              | ) |  |   | (209   | )
|Amortization of loan costs & issuance premium |  |                    | 754   |   |                   |   | 773   |                   |  |   | 2,148             |   |  |   | 2,323  |  
|Cash interest income                          |  |                    | (74   | ) |                   |   | (24   | )                 |  |   | (131              | ) |  |   | (76    | )
|                                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  
|Interest expense, net                         |  | $                  | 9,955 |   |                   | $ | 9,444 |                   |  | $ | 29,307            |   |  | $ | 28,533 |  
|                                              |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |        |  



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

A
reconciliation of the statutory federal income tax rate to the Companys effective tax rate for the three months and nine months ended September 27, 2009 and September 28, 2008 is as follows:



|                                            |  |                                      |       |                                     |      |                |   |            |  |     
|------------------------------------------- |  | ------------------------------------ | ----- | ----------------------------------- | ---- | -------------- | - | ---------- |  | ----
|                                            |  | 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
|                                            |  |                                      |       |                                     |      |                |   |            |  |     
|                                            |  |                                     
|                                            |  | Three Months EndedSeptember 28, 2008 |       | Nine Months EndedSeptember 28, 2008
|                                            |  | (in thousands)                       |       | Tax rate %                          |      | (in thousands) |   | Tax rate %
|Tax at statutory federal rate               |  | $                                    | 3,918 |                                     | 35.0 |                | $ | 6,053      |  | 35.0
|State and local tax, net of federal benefit |  |                                      | 399   |                                     | 3.6  |                |   | 1,042      |  | 6.0 
|Other                                       |  |                                      | 14    |                                     | 0.1  |                |   | 36         |  | 0.2 
|                                            |  |                                      |       |                                     |      |                |   |            |  |     
|Tax expense per financial statement         |  | $                                    | 4,331 |                                     | 38.7 |                | $ | 7,131      |  | 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 28, 2008 and September 27, 2009 was $1.6 million and $1.1 million, respectively.

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

As of September 27, 2009, all tax positions taken by the Company are considered highly certain. There are no positions the Company
reasonably anticipates will significantly increase or decrease within 12 months of the reporting date, and therefore no adjustments have been recorded related to unrecognized tax benefits.



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##### Table of Contents

|11. | Shareholders Equity
|--- | --------------------

On October 24, 2006, Susser Holdings Corporation completed an IPO of 7,475,000 shares of its common stock at a price of $16.50 per share. A total of 125,000,000 shares of common stock have been authorized, $0.01 par value, of which
17,048,972 were issued and 17,037,648 were outstanding as of December 28, 2008, and 17,153,267 were issued and 17,141,943 were outstanding as of September 27, 2009, respectively. Included in these amounts are 119,130 and 204,930 shares,
respectively, which represent restricted shares and are not yet vested and have no voting rights. Treasury shares consist of 11,324 shares issued as restricted shares, which were forfeited prior to vesting. A total of 25,000,000 preferred shares
have also been authorized, par value $0.01 per share, although none have been issued. Options to purchase 1,752,461 shares of common stock are outstanding as of September 27, 2009, 319,521 of which are vested. (See Note 12)



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

The Company has granted options and restricted stock subject to vesting requirements under its 2006 Equity Incentive Plan. Vesting of most grants are over five years, with 33.3% of such units vesting on the third, fourth, and fifth
anniversary of grant date. Some of the grants vest ratably over a three-year period. Following is a summary of options and restricted stock which have been granted under the Companys plan:



|                                  |  |                          |   |  |                                     |      
|--------------------------------- |  | ------------------------ | - |  | ----------------------------------- | -----
|                                  |  | Stock Options           
|                                  |  | NumberOptionsOutstanding |   |  | WeightedAverageExercisePrice       
|Balances at December 31, 2006     |  | 1,228,291                |   |  | $                                   | 16.07
|Granted                           |  | 482,743                  |   |  |                                     | 22.57
|Exercised                         |  |                         |   |  |                                     |     
|Forfeited or expired              |  | (160,817                 | ) |  |                                     | 15.98
|                                  |  |                          |   |  |                                     |      
|Balances at December 30, 2007     |  | 1,550,217                |   |  |                                     | 18.11
|Granted                           |  | 475,480                  |   |  |                                     | 17.14
|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              |  | (47,539                  | ) |  |                                     | 19.72
|                                  |  |                          |   |  |                                     |      
|Balances at September 27, 2009    |  | 1,752,461                |   |  | $                                   | 16.84
|                                  |  |                          |   |  |                                     |      
|Exercisable at September 27, 2009 |  | 319,521                  |   |  | $                                   | 14.35
|                                  |  |                          |   |  |                                     |      
|                                  | 
|                                  |  | Restricted Stock        
|                                  |  | Number ofUnits           |   |  | Grant-DateAverageFair ValuePer Unit
|Nonvested at December 31, 2006    |  | 118,758                  |   |  | $                                   | 14.83
|Granted                           |  | 7,500                    |   |  |                                     | 17.92
|Vested                            |  |                         |   |  |                                     |     
|Forfeited                         |  | (11,324                  | ) |  |                                     | 14.83
|                                  |  |                          |   |  |                                     |      
|Nonvested at December 30, 2007    |  | 114,934                  |   |  |                                     | 15.03
|Granted                           |  | 40,000                   |   |  |                                     | 20.86
|Vested                            |  | (35,804                  | ) |  |                                     | 14.83
|Forfeited                         |  |                         |   |  |                                     |     
|                                  |  |                          |   |  |                                     |      
|Nonvested at December 28, 2008    |  | 119,130                  |   |  |                                     | 17.05
|Granted                           |  | 85,800                   |   |  |                                     | 12.22
|Vested                            |  |                         |   |  |                                     |     
|Forfeited                         |  |                         |   |  |                                     |     
|                                  |  |                          |   |  |                                     |      
|Nonvested at September 27, 2009   |  | 204,930                  |   |  | $                                   | 15.02
|                                  |  |                          |   |  |                                     |      



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##### Table of Contents

During the third quarter of 2009, we granted 31,158 options to purchase stock at an exercise
price equal to the closing price of the related common stock on the date the options were granted. These options had an aggregate fair value of $197,000, which will be amortized to expense over the options requisite service periods. During the
third quarter of 2009 we granted 5,000 shares of restricted stock with an aggregate fair value of $58,000 which will be amortized to expense over the requisite service period.

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 are applying ASC 718 prospectively to newly issued stock options. Stock options granted during 2005 will continue to be accounted for in accordance with
APB Opinion No. 25 unless such options are modified, repurchased or cancelled after the effective date. We recognized non-cash stock compensation expense of $1.1 million and $0.9 million during the three months ended September 28, 2008 and
September 27, 2009, respectively, and $2.9 million and $2.5 million during the nine months ended September 28, 2008 and September 27, 2009, 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 28,2008  |       |   | September 27,2009 |   |       | September 28,2008 |  |   | September 27,2009 |  
|                                                                                                    |  | (in thousands)     |      
|Net income attributable to Susser Holdings Corporation, as reported                                 |  | $                  | 6,862 |   |                   | $ | 6,503 |                   |  | $ | 10,164            |   |  | $ | 7,737 |  
|Deduct:                                                                                             |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |       |  
|Compensation expense on options determined under fair value based method for all awards, net of tax |  |                    | (10   | ) |                   |   | (11   | )                 |  |   | (48               | ) |  |   | (32   | )
|                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |       |  
|Pro forma net income attributable to Susser Holdings Corporation                                    |  | $                  | 6,852 |   |                   | $ | 6,492 |                   |  | $ | 10,116            |   |  | $ | 7,705 |  
|                                                                                                    |  |                    |       |   |                   |   |       |                   |  |   |                   |   |  |   |       |  



|13. | Other Comprehensive Income:
|--- | ---------------------------



|                                                                           |  |                                   |      |  
|-------------------------------------------------------------------------- |  | --------------------------------- | ---- | -
|                                                                           |  | Nine MonthsEndedSeptember 27,2009 |     
|                                                                           |  | (in thousands)                    |     
|Balance at the beginning of the period                                     |  | $                                 |     |  
|Amount reclassified to income, net of tax (benefit) of ($225)              |  |                                   | (418 | )
|Net change in fair value of interest rate swaps, net of tax expense of $27 |  |                                   | 51   |  
|                                                                           |  |                                   |      |  
|Balance at end of the period                                               |  | $                                 | (367 | )
|                                                                           |  |                                   |      |  



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Other comprehensive income is comprised of the following:



|                                                                                                            |  |                    |       |                   |                   |       |                   |  |                   |        |  |   |       |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | ----------------- | ----------------- | ----- | ----------------- |  | ----------------- | ------ |  | - | ----- | -
|                                                                                                            |  | Three Months Ended |       |                   | Nine Months Ended |      
|                                                                                                            |  | September 28,2008  |       | September 27,2009 |                   |       | September 28,2008 |  | September 27,2009 |       
|                                                                                                            |  | (in thousands)     |      
|                                                                                                            |  |                    |       |                  
|Net income                                                                                                  |  | $                  | 6,876 |                   | $                 | 6,513 |                   |  | $                 | 10,201 |  | $ | 7,766 |  
|Net unrealized gain (loss) in fair value of cash flow hedges, net of tax expense (benefit) of $176 and $198 |  |                    |      |                   |                   | (326  | )                 |  |                   |       |  |   | (367  | )
|                                                                                                            |  |                    |       |                   |                   |       |                   |  |                   |        |  |   |       |  
|Total other comprehensive income, net of tax expense                                                        |  |                    | 6,876 |                   |                   | 6,187 |                   |  |                   | 10,201 |  |   | 7,399 |  
|                                                                                                            |  |                    |       |                  
|Less:                                                                                                       |  |                    |       |                   |                   |       |                   |  |                   |        |  |   |       |  
|                                                                                                            |  |                    |       |                  
|Comprehensive income attributable noncontrolling interest                                                   |  |                    | 14    |                   |                   | 10    |                   |  |                   | 37     |  |   | 29    |  
|                                                                                                            |  |                    |       |                   |                   |       |                   |  |                   |        |  |   |       |  
|Comprehensive income attributable to Susser Holdings Corporation                                            |  | $                  | 6,862 |                   | $                 | 6,177 |                   |  | $                 | 10,164 |  | $ | 7,370 |  
|                                                                                                            |  |                    |       |                   |                   |       |                   |  |                   |        |  |   |       |  



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

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



14



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##### Table of Contents

Segment Financial Data for the Three Months Ended September 28, 2008

(dollars and gallons in thousands)



|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|----------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | ------------------------ |  | - | --------- | - |  | ------ | ------ | - |  | - | --------- | -
|                                          |  | RetailSegment |         |   | WholesaleSegment |   |         | IntercompanyEliminations |  |   | All Other |   |  | Totals |       
|Revenue:                                  |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Merchandise                               |  | $             | 189,272 |   |                  | $ |        |                          |  | $ |          |   |  | $      |       |   |  | $ | 189,272   |  
|                                          |  |               |         |   |                 
|Fuel                                      |  |               | 619,692 |   |                  |   | 923,779 |                          |  |   | (526,827  | ) |  |        |       |   |  |   | 1,016,644 |  
|                                          |  |               |         |   |                 
|Other                                     |  |               | 6,437   |   |                  |   | 4,104   |                          |  |   | (2,387    | ) |  |        | 99     |   |  |   | 8,253     |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Total revenue                             |  |               | 815,401 |   |                  |   | 927,883 |                          |  |   | (529,214  | ) |  |        | 99     |   |  |   | 1,214,169 |  
|                                          |  |               |         |   |                 
|Gross profit:                             |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Merchandise                               |  |               | 65,966  |   |                  |   |        |                          |  |   |          |   |  |        |       |   |  |   | 65,966    |  
|                                          |  |               |         |   |                 
|Fuel                                      |  |               | 36,402  |   |                  |   | 8,888   |                          |  |   |          |   |  |        |       |   |  |   | 45,290    |  
|                                          |  |               |         |   |                 
|Other                                     |  |               | 6,437   |   |                  |   | 1,437   |                          |  |   | (16       | ) |  |        | 63     |   |  |   | 7,921     |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Total gross profit                        |  |               | 108,805 |   |                  |   | 10,325  |                          |  |   | (16       | ) |  |        | 63     |   |  |   | 119,177   |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Selling, general, and administrative      |  |               | 82,532  |   |                  |   | 3,435   |                          |  |   | (16       | ) |  |        | 2,457  |   |  |   | 88,408    |  
|                                          |  |               |         |   |                 
|Depreciation, amortization, and accretion |  |               | 8,663   |   |                  |   | 1,090   |                          |  |   |          |   |  |        | 75     |   |  |   | 9,828     |  
|                                          |  |               |         |   |                 
|Other operating expenses (income)         |  |               | (227    | ) |                  |   | 31      |                          |  |   |          |   |  |        |       |   |  |   | (196      | )
|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Operating income (loss)                   |  | $             | 17,837  |   |                  | $ | 5,769   |                          |  | $ |          |   |  | $      | (2,469 | ) |  | $ | 21,137    |  
|                                          |  |               |         |   |                  |   |         |                          |  |   |           |   |  |        |        |   |  |   |           |  
|                                          |  |               |         |   |                 
|Gallons                                   |  |               | 163,399 |   |                  |   | 286,527 |                          |  |   | (164,209  | ) |  |        |       |   |  |   | 285,717   |  
|                                          |  |               |         |   |                 
|Gross capital expenditures                |  | $             | 9,234   |   |                  | $ | (920    | )                        |  | $ |          |   |  | $      | (118   | ) |  | $ | 8,196     |  



15



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##### Table of Contents

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                  |  |               | 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 



16



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Segment Financial Data for the Nine Months Ended September 28, 2008

(dollars and gallons in thousands)



|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|----------------------------------------- |  | ------------- | --------- | - | ---------------- | - | ------------------------ |  | - | ---------- | - |  | ------ | ------ | - |  | - | --------- | -
|                                          |  | RetailSegment |           |   | WholesaleSegment |   | IntercompanyEliminations |  |   | All Other  |   |  | Totals |       
|Revenue:                                  |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Merchandise                               |  | $             | 545,913   |   |                  | $ |                         |  | $ |           |   |  | $      |       |   |  | $ | 545,913   |  
|                                          |  |               |           |   |                 
|Fuel                                      |  |               | 1,757,527 |   |                  |   | 2,416,930                |  |   | (1,302,205 | ) |  |        |       |   |  |   | 2,872,252 |  
|                                          |  |               |           |   |                 
|Other                                     |  |               | 21,356    |   |                  |   | 11,874                   |  |   | (6,568     | ) |  |        | 508    |   |  |   | 27,170    |  
|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Total revenue                             |  |               | 2,324,796 |   |                  |   | 2,428,804                |  |   | (1,308,773 | ) |  |        | 508    |   |  |   | 3,445,335 |  
|                                          |  |               |           |   |                 
|Gross profit:                             |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Merchandise                               |  |               | 187,050   |   |                  |   |                         |  |   |           |   |  |        |       |   |  |   | 187,050   |  
|                                          |  |               |           |   |                 
|Fuel                                      |  |               | 88,824    |   |                  |   | 21,897                   |  |   |           |   |  |        |       |   |  |   | 110,721   |  
|                                          |  |               |           |   |                 
|Other                                     |  |               | 21,357    |   |                  |   | 4,378                    |  |   | (47        | ) |  |        | 171    |   |  |   | 25,859    |  
|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Total gross profit                        |  |               | 297,231   |   |                  |   | 26,275                   |  |   | (47        | ) |  |        | 171    |   |  |   | 323,630   |  
|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Selling, general, and administrative      |  |               | 230,112   |   |                  |   | 8,744                    |  |   | (47        | ) |  |        | 7,557  |   |  |   | 246,366   |  
|                                          |  |               |           |   |                 
|Depreciation, amortization, and accretion |  |               | 27,236    |   |                  |   | 3,343                    |  |   |           |   |  |        | 330    |   |  |   | 30,909    |  
|                                          |  |               |           |   |                 
|Other operating expenses (income)         |  |               | (118      | ) |                  |   | 70                       |  |   |           |   |  |        | 3      |   |  |   | (45       | )
|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Operating income (loss)                   |  | $             | 40,001    |   |                  | $ | 14,118                   |  | $ |           |   |  | $      | (7,719 | ) |  | $ | 46,400    |  
|                                          |  |               |           |   |                  |   |                          |  |   |            |   |  |        |        |   |  |   |           |  
|                                          |  |               |           |   |                 
|Gallons                                   |  |               | 497,825   |   |                  |   | 788,369                  |  |   | (427,612   | ) |  |        |       |   |  |   | 858,582   |  
|                                          |  |               |           |   |                 
|Total assets                              |  | $             | 735,721   |   |                  | $ | 119,961                  |  | $ |           |   |  | $      | 19,816 |   |  | $ | 875,498   |  
|                                          |  |               |           |   |                 
|Goodwill                                  |  | $             | 231,098   |   |                  | $ | 13,320                   |  | $ |           |   |  | $      |       |   |  | $ | 244,418   |  
|                                          |  |               |           |   |                 
|Gross capital expenditures                |  | $             | 42,972    |   |                  | $ | 2,497                    |  | $ |           |   |  | $      | 11     |   |  | $ | 45,480    |  



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    |                  |   | 15,536    |                          |  |   | (6,682    | ) |  |        | 443    |   |  |   | 31,130   
|                                          |  |               |           |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |          
|                                          |  |               |           |                  |  
|Total revenue                             |  |               | 1,747,151 |                  |   | 1,501,500 |                          |  |   | (863,110  | ) |  |        | 443    |   |  |   | 2,385,984
|                                          |  |               |           |                  |  
|Gross profit:                             |  |               |           |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |          
|                                          |  |               |           |                  |  
|Merchandise                               |  |               | 195,219   |                  |   |          |                          |  |   |          |   |  |        |       |   |  |   | 195,219  
|                                          |  |               |           |                  |  
|Fuel                                      |  |               | 82,806    |                  |   | 15,668    |                          |  |   |          |   |  |        |       |   |  |   | 98,474   
|                                          |  |               |           |                  |  
|Other                                     |  |               | 21,833    |                  |   | 9,172     |                          |  |   | (155      | ) |  |        | 205    |   |  |   | 31,055   
|                                          |  |               |           |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |          
|                                          |  |               |           |                  |  
|Total gross profit                        |  |               | 299,858   |                  |   | 24,840    |                          |  |   | (155      | ) |  |        | 205    |   |  |   | 324,748  
|                                          |  |               |           |                  |   |           |                          |  |   |           |   |  |        |        |   |  |   |          
|                                          |  |               |           |                  |  
|Selling, general, and administrative      |  |               | 234,874   |                  |   | 8,484     |                          |  |   | (155      | ) |  |        | 6,750  |   |  |   | 249,953  
|                                          |  |               |           |                  |  
|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  
|                                          |  |               |           |                  |  
|Total assets                              |  | $             | 717,065   |                  | $ | 104,082   |                          |  | $ | 141       |   |  | $      | 27,019 |   |  | $ | 848,307  
|                                          |  |               |           |                  |  
|Goodwill                                  |  | $             | 221,638   |                  | $ | 20,813    |                          |  | $ |          |   |  | $      |       |   |  | $ | 242,451  
|                                          |  |               |           |                  |  
|Gross capital expenditures                |  | $             | 44,393    |                  | $ | 7,990     |                          |  | $ |          |   |  | $      |       |   |  | $ | 52,383   



|15. | 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 12)



18



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##### Table of Contents

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 28,2008      |            | September 27,2009 |   | September 28,2008 |  | September 27,2009
|                                                                                                                                                                                      |  | (dollars in thousands)
|Net income attributable to Susser Holdings Corporation                                                                                                                                |  | $                      | 6,862      |                   | $ | 6,503             |  | $                 | 10,164     |  | $ | 7,737     
|                                                                                                                                                                                      |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|Denominator for basic earnings per share:                                                                                                                                             |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|Weighted average number of common shares outstanding during the period                                                                                                                |  |                        | 16,880,404 |                   |   | 16,937,013        |  |                   | 16,880,404 |  |   | 16,930,903
|Incremental common shares attributable to exercise of outstanding dilutive options and restricted shares                                                                              |  |                        | 107,413    |                   |   | 93,008            |  |                   | 97,157     |  |   | 74,328    
|                                                                                                                                                                                      |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|Denominator for diluted earnings per common share                                                                                                                                     |  |                        | 16,987,817 |                   |   | 17,030,021        |  |                   | 16,977,561 |  |   | 17,005,231
|                                                                                                                                                                                      |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|Net income per share, attributable to Susser Holdings Corporation:                                                                                                                    |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|                                                                                                                                                                                      |  |                        |            |                  
|Per common share  basic                                                                                                                                                              |  | $                      | 0.41       |                   | $ | 0.38              |  | $                 | 0.60       |  | $ | 0.46      
|                                                                                                                                                                                      |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|Per common share  diluted                                                                                                                                                            |  | $                      | 0.40       |                   | $ | 0.38              |  | $                 | 0.60       |  | $ | 0.45      
|                                                                                                                                                                                      |  |                        |            |                   |   |                   |  |                   |            |  |   |           
|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 |  |                        | 755,340    |                   |   | 1,732,324         |  |                   | 1,392,816  |  |   | 1,742,357 



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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to our company is contained in our Annual Report on Form 10-K, including the audited
consolidated financial statements for the fiscal year ended December 28, 2008. Our fiscal year contains either 52 or 53 weeks and ends on the Sunday closest to December 31. All references to the third quarter of 2008 and 2009 refer to the
13-week periods ended September 28, 2008 and September 27, 2009, respectively. EBITDA and Adjusted EBITDA are non-GAAP financial measures of performance and liquidity that have limitations and should not be considered as a substitute for
net income or cash provided by (used in) operating activities. Please see footnote 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, supermarkets, restaurants, drug stores, dollar stores and other non-traditional
retailers located in our markets and other wholesale fuel distributors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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, regulation or campaigns to discourage smoking;
| | - |  | ------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



| |  |  | Changes in accounting standards; and
| | - |  | ------------------------------------



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

For a 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 December 28, 2008, 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.



20



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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 September 27, 2009, our retail segment operated 527 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, food service, motor fuel and other
services.

For the nine months ended September 27, 2009, we sold 906.1 million gallons of branded and unbranded
motor fuel. We purchase fuel directly from refiners and distribute it to our retail convenience stores, contracted independent operators of convenience stores (dealers), unbranded convenience stores and other commercial users. We believe
our combined retail/wholesale business model, scale, market share, and food service and merchandising offerings, combined with our highly productive new store model and selective acquisition opportunities, position us for ongoing growth in sales and
profitability.

In August 2009, we acquired 25 Quick Stuff convenience stores in Texas and Louisiana from Jack in the Box Inc.
The acquisition included leaseholds for 24 stores and the real estate underlying one property. Our wholesale segment was already supplying fuel to 11 of the 25 stores. Four to seven of the Texas stores will be operated by the retail segment and
rebranded to our Stripes brand, with the balance of the stores sold or sublet to independent dealers in our wholesale segment, along with long-term fuel supply agreements. Terms were not disclosed. The acquisition was funded with cash on the balance
sheet, and the net cash outlay, after giving consideration to proceeds received from the conversion of most of the units to wholesale dealers, was not material to our balance sheet.

During the third quarter of 2009, we added 12 stores to the retail segment, including four newly-constructed stores, one acquired and
remodeled store and seven acquired Quick Stuff stores. Up to three of the Quick Stuff stores may be converted to wholesale dealer operations in the future. We added 17 dealer sites to our wholesale segment and discontinued eight, for a total of
381wholesale dealers at the end of the quarter.

Our total revenues, net income attributable to Susser Holdings Corporation
and Adjusted EBITDA were $882.1 million, $6.5 million and $33.1 million, respectively, for third quarter 2009, compared to $1,214.2 million, $6.9 million and $31.8 million, respectively, for third quarter 2008. Our total revenues, net income
attributable to Susser Holdings Corporation and Adjusted EBITDA were $2,386.0 million, $7.7 million and $77.3 million, respectively, for the first nine months of 2009, compared to $3,445.3 million, $10.2 million and $80.1 million, respectively,
for the first nine months of 2008. Our business is seasonal, and we generally experience higher sales and profitability in the second and third quarters during the summer activity months and lowest during the winter months. For a description of our
results of operations on a quarterly basis see Quarterly Results of Operations and Seasonality.

After
experiencing record-high energy prices in mid-2008, the cost of crude oil fell from $145 per barrel in July 2008 to under $40 per barrel early in the first quarter of 2009. While still well below mid-2008 levels, the cost of crude oil was on an
upward trend throughout the first half of 2009, reaching just over $70/barrel, and was relatively more stable during the third quarter, averaging just under $70/barrel. We generally experience lower fuel margins when the cost of fuel is increasing,
and higher fuel margins when the cost of fuel is declining.

The economy in Texas, Oklahoma and New Mexico continued 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. However, our markets have experienced a sharp increase in unemployment and
reduced economic activity in the most recent months. In spite of the current economic trends, our business has been more resilient than many other retail formats, and during the first nine months of 2009 we still experienced positive comparable
merchandise and fuel volume results over the prior periods.

The tightening in the nations credit markets has affected
our lenders and the real estate finance markets we relied on in recent years to finance significant acquisitions and new store development. We have been able to access alternative sources of financing, and completed two sale/leaseback transactions
during the third quarter, for proceeds of $5.2 million. We believe we have adequate liquidity and financial flexibility to continue to operate and grow our business, but we are exercising caution in our capital spending program until we see an
improvement in the economy and in the capital markets. As of September 27, 2009, we had $3.9 million drawn and $22.1 million in standby letters of credit issued against our $120.0 million revolving line of credit. As of September 27, 2009,
our unused availability under the revolver was $69.7 million. We have no significant maturities of long-term debt until November 2012.



21



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##### Table of Contents

Key Operating Metrics

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



|                                          |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|----------------------------------------- |  | ----------------------------------------------------------------------------------- | --------- | - | ----------------- | - | ------- | --------------------- |  | - | ----------------- | - |  | - | --------- | -
|                                          |  | Three Months Ended                                                                  |           |   | Nine Months Ended |  
|                                          |  | September 28,2008 (1)                                                               |           |   | September 27,2009 |   |         | September 28,2008 (1) |  |   | September 27,2009 |  
|                                          |  | (dollars in thousands, except motor fuel pricing and gross profit cents per gallon) |          
|Revenue:                                  |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Merchandise sales                         |  | $                                                                                   | 189,272   |   |                   | $ | 201,190 |                       |  | $ | 545,913           |   |  | $ | 583,049   |  
|Motor fuelretail                         |  |                                                                                     | 619,692   |   |                   |   | 427,603 |                       |  |   | 1,757,527         |   |  |   | 1,142,269 |  
|Motor fuelwholesale                      |  |                                                                                     | 396,952   |   |                   |   | 240,874 |                       |  |   | 1,114,725         |   |  |   | 629,536   |  
|Other                                     |  |                                                                                     | 8,253     |   |                   |   | 12,433  |                       |  |   | 27,170            |   |  |   | 31,130    |  
|                                          |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Total revenue                             |  | $                                                                                   | 1,214,169 |   |                   | $ | 882,100 |                       |  | $ | 3,445,335         |   |  | $ | 2,385,984 |  
|Gross profit:                             |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Merchandise                               |  | $                                                                                   | 65,966    |   |                   | $ | 66,307  |                       |  | $ | 187,050           |   |  | $ | 195,219   |  
|Motor fuelretail                         |  |                                                                                     | 36,402    |   |                   |   | 34,613  |                       |  |   | 88,824            |   |  |   | 82,806    |  
|Motor fuelwholesale                      |  |                                                                                     | 8,888     |   |                   |   | 6,388   |                       |  |   | 21,897            |   |  |   | 15,668    |  
|Other                                     |  |                                                                                     | 7,921     |   |                   |   | 12,453  |                       |  |   | 25,859            |   |  |   | 31,055    |  
|                                          |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Total gross profit                        |  | $                                                                                   | 119,177   |   |                   | $ | 119,761 |                       |  | $ | 323,630           |   |  | $ | 324,748   |  
|Adjusted EBITDA (2):                      |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Retail                                    |  | $                                                                                   | 26,274    |   |                   | $ | 26,080  |                       |  | $ | 67,119            |   |  | $ | 64,984    |  
|Wholesale                                 |  |                                                                                     | 6,889     |   |                   |   | 8,272   |                       |  |   | 17,531            |   |  |   | 16,356    |  
|Other                                     |  |                                                                                     | (1,350    | ) |                   |   | (1,245  | )                     |  |   | (4,535            | ) |  |   | (4,065    | )
|                                          |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Total Adjusted EBITDA                     |  | $                                                                                   | 31,813    |   |                   | $ | 33,107  |                       |  | $ | 80,115            |   |  | $ | 77,275    |  
|Retail merchandise margin                 |  |                                                                                     | 34.9      | % |                   |   | 33.0    | %                     |  |   | 34.3              | % |  |   | 33.5      | %
|Merchandise same store sales growth       |  |                                                                                     | 4.8       | % |                   |   | 4.0     | %                     |  |   | 6.7               | % |  |   | 4.8       | %
|Average per retail store:                 |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Merchandise sales                         |  | $                                                                                   | 371.6     |   |                   | $ | 387.6   |                       |  | $ | 1,076.1           |   |  | $ | 1,131.9   |  
|Motor fuel gallons                        |  |                                                                                     | 325.9     |   |                   |   | 343.8   |                       |  |   | 997.3             |   |  |   | 1,051.9   |  
|Motor fuel gallons sold:                  |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Retail                                    |  |                                                                                     | 163,399   |   |                   |   | 175,317 |                       |  |   | 497,825           |   |  |   | 532,616   |  
|Wholesale                                 |  |                                                                                     | 122,318   |   |                   |   | 125,205 |                       |  |   | 360,757           |   |  |   | 373,506   |  
|Average retail price of motor fuel        |  | $                                                                                   | 3.79      |   |                   | $ | 2.44    |                       |  | $ | 3.53              |   |  | $ | 2.14      |  
|Motor fuel gross profit cents per gallon: |  |                                                                                     |           |   |                   |   |         |                       |  |   |                   |   |  |   |           |  
|Retail                                    |  |                                                                                     | 22.3      | ¢ |                   |   | 19.7    | ¢                     |  |   | 17.8              | ¢ |  |   | 15.5      | ¢
|Wholesale                                 |  |                                                                                     | 7.3       | ¢ |                   |   | 5.1     | ¢                     |  |   | 6.1               | ¢ |  |   | 4.2       | ¢



|(1) | 2008 reflects reclassifications in operating expense, other revenue and other gross profit.
|--- | -------------------------------------------------------------------------------------------

|(2) | 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | 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 28,2008  |        |                   | September 27,2009 |   | September 28,2008 |  |   | September 27,2009
|                                                       |  | (in thousands)    
|                                                       |  |                    |        |                  
|Net income attributable to Susser Holdings Corporation |  | $                  | 6,862  |                   |                   | $ | 6,503             |  | $ | 10,164            |   |  | $ | 7,737 
|Depreciation, amortization, and accretion              |  |                    | 9,828  |                   |                   |   | 11,484            |  |   | 30,909            |   |  |   | 31,996
|Interest expense, net                                  |  |                    | 9,955  |                   |                   |   | 9,444             |  |   | 29,307            |   |  |   | 28,533
|Income tax expense                                     |  |                    | 4,331  |                   |                   |   | 3,823             |  |   | 7,131             |   |  |   | 5,430 
|                                                       |  |                    |        |                   |                   |   |                   |  |   |                   |   |  |   |       
|                                                       |  |                    |        |                  
|EBITDA                                                 |  |                    | 30,976 |                   |                   |   | 31,254            |  |   | 77,511            |   |  |   | 73,696
|Non-cash stock based compensation                      |  |                    | 1,058  |                   |                   |   | 923               |  |   | 2,888             |   |  |   | 2,509 
|Loss (gain) on disposal of assets                      |  |                    | (196   | )                 |                   |   | 884               |  |   | (45               | ) |  |   | 1,042 
|Other miscellaneous                                    |  |                    | (25    | )                 |                   |   | 46                |  |   | (239              | ) |  |   | 28    
|                                                       |  |                    |        |                   |                   |   |                   |  |   |                   |   |  |   |       
|                                                       |  |                    |        |                  
|Adjusted EBITDA                                        |  | $                  | 31,813 |                   |                   | $ | 33,107            |  | $ | 80,115            |   |  | $ | 77,275
|                                                       |  |                    |        |                   |                   |   |                   |  |   |                   |   |  |   |       



23



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##### Table of Contents

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



|                                          |  |                   |        |   |                   |   |        |  
|----------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | -
|                                          |  | Nine Months Ended |       
|                                          |  | September 28,2008 |        |   | September 27,2009 |  
|                                          |  | (in thousands)    |       
|                                          |  |                  
|Net cash provided by operating activities |  | $                 | 6,542  |   |                   | $ | 50,086 |  
|Changes in operating assets & liabilities |  |                   | 36,883 |   |                   |   | (7,221 | )
|Gain (loss) on disposal of assets         |  |                   | 45     |   |                   |   | (1,042 | )
|Noncash stock based compensation expense |  |                   | (2,888 | ) |                   |   | (2,509 | )
|Noncontrolling interest                   |  |                   | (37    | ) |                   |   | (29    | )
|Deferred income tax                       |  |                   | 153    |   |                   |   | (9     | )
|Amortization of debt premium              |  |                   | 375    |   |                   |   | 457    |  
|Income taxes                              |  |                   | 7,131  |   |                   |   | 5,430  |  
|Interest expense, net                     |  |                   | 29,307 |   |                   |   | 28,533 |  
|                                          |  |                   |        |   |                   |   |        |  
|                                          |  |                  
|EBITDA                                    |  |                   | 77,511 |   |                   |   | 73,696 |  
|                                          |  |                  
|Non-cash stock based compensation         |  |                   | 2,888  |   |                   |   | 2,509  |  
|                                          |  |                  
|Loss (gain) on disposal of assets         |  |                   | (45    | ) |                   |   | 1,042  |  
|Other miscellaneous                       |  |                   | (239   | ) |                   |   | 28     |  
|                                          |  |                   |        |   |                   |   |        |  
|Adjusted EBITDA                           |  | $                 | 80,115 |   |                   | $ | 77,275 |  
|                                          |  |                   |        |   |                   |   |        |  

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



|                                                        |  |                   |        |                   |                   |   |                   |  |                   |                   |  |                   |        |   |                   |   |        |                   |  |   |                   |   |  |   |        |   |  |   |        |  
|------------------------------------------------------- |  | ----------------- | ------ | ----------------- | ----------------- | - | ----------------- |  | ----------------- | ----------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                        |  | Retail Segment    |        | Wholesale Segment |                   |   | All Other         |  |                   | Total             | 
|                                                        |  |                   |        |                  
|                                                        |  | Nine Months Ended |        | Nine Months Ended |                   |   | Nine Months Ended |  |                   | Nine Months Ended | 
|                                                        |  | September 28,2008 |        |                   | September 27,2009 |   | September 28,2008 |  | September 27,2009 |                   |  | September 28,2008 |        |   | September 27,2009 |   |        | September 28,2008 |  |   | September 27,2009 |  
|                                                        |  | (in thousands)    |       
|Operating income (loss)                                 |  | $                 | 40,001 |                   |                   | $ | 35,962            |  | $                 | 14,118            |  | $                 | 12,724 |   |                   | $ | (7,719 | )                 |  | $ | (6,929            | ) |  | $ | 46,400 |   |  | $ | 41,757 |  
|Depreciation, amortization, and accretion               |  |                   | 27,236 |                   |                   |   | 27,974            |  |                   | 3,343             |  |                   | 3,638  |   |                   |   | 330    |                   |  |   | 384               |   |  |   | 30,909 |   |  |   | 31,996 |  
|                                                        |  |                   |        |                   |                   |   |                   | 
|Other miscellaneous                                     |  |                   |       |                   |                   |   |                  |  |                   |                  |  |                   |       |   |                   |   | 239    |                   |  |   | (28               | ) |  |   | 239    |   |  |   | (28    | )
|Noncontrolling interest                                 |  |                   |       |                   |                   |   |                  |  |                   |                  |  |                   |       |   |                   |   | (37    | )                 |  |   | (29               | ) |  |   | (37    | ) |  |   | (29    | )
|                                                        |  |                   |        |                   |                   |   |                   |  |                   |                   |  |                   |        |   |                   |   |        |                   |  |   |                   |   |  |   |        |   |  |   |        |  
|EBITDA                                                  |  |                   | 67,237 |                   |                   |   | 63,936            |  |                   | 17,461            |  |                   | 16,362 |   |                   |   | (7,187 | )                 |  |   | (6,602            | ) |  |   | 77,511 |   |  |   | 73,696 |  
|Non-cash stock based compensation                       |  |                   |       |                   |                   |   |                  |  |                   |                  |  |                   |       |   |                   |   | 2,888  |                   |  |   | 2,509             |   |  |   | 2,888  |   |  |   | 2,509  |  
|(Gain) loss on disposal of assets and impairment charge |  |                   | (118   | )                 |                   |   | 1,048             |  |                   | 70                |  |                   | (6     | ) |                   |   | 3      |                   |  |   |                  |   |  |   | (45    | ) |  |   | 1,042  |  
|Other operating expenses                                |  |                   |       |                   |                   |   |                  |  |                   |                  |  |                   |       |   |                   |   | (239   | )                 |  |   | 28                |   |  |   | (239   | ) |  |   | 28     |  
|                                                        |  |                   |        |                   |                   |   |                   |  |                   |                   |  |                   |        |   |                   |   |        |                   |  |   |                   |   |  |   |        |   |  |   |        |  
|                                                        |  |                   |        |                   |                   |   |                   | 
|Adjusted EBITDA                                         |  | $                 | 67,119 |                   |                   | $ | 64,984            |  | $                 | 17,531            |  | $                 | 16,356 |   |                   | $ | (4,535 | )                 |  | $ | (4,065            | ) |  | $ | 80,115 |   |  | $ | 77,275 |  
|                                                        |  |                   |        |                   |                   |   |                   |  |                   |                   |  |                   |        |   |                   |   |        |                   |  |   |                   |   |  |   |        |   |  |   |        |  



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##### Table of Contents

Third Quarter 2009 Compared to Third Quarter 2008

The following discussion of results for third quarter 2009 compared to third quarter 2008 compares the 13-week period of operations ended
September 27, 2009 to the 13-week period of operations ended September 28, 2008. During 2008, we constructed or acquired 12 stores of which 5 opened after the third quarter of 2008 and therefore those stores did not contribute to results
in the third quarter of 2008. In addition, we have opened or acquired 15 stores during 2009, of which 12 were added during the third quarter.

Total Revenue. Total revenue for third quarter 2009 was $882.1 million, a decrease of $332.1 million, or 27.3%, from 2008. The decrease in total revenue was driven by a 31.0%
decrease in retail fuel revenue and a 39.3% decrease in wholesale fuel revenue, both due to the lower price of motor fuel, as further discussed below.

Total Gross Profit. Total gross profit for third quarter 2009 was $119.8 million, an increase of $0.6 million, or 0.5% over 2008. The increase was primarily due to the impact
of new stores constructed or acquired during 2008 and 2009 ($2.4 million of growth in gross profit) and the increase in other gross profit of $4.5 million, offset by the decrease in fuel margin and other reasons as further described below.

Merchandise Sales and Gross Profit. Merchandise sales were $201.2 million for third quarter 2009,
an $11.9 million, or 6.3% increase over 2008. Our performance was due to a 4.0% merchandise same store sales increase, accounting for $7.5 million of the increase, with the balance due to new stores built or acquired in 2008 and 2009. Merchandise
same-store sales include food service sales but do not include motor fuel sales. Key categories contributing to the merchandise same store sales increase were cigarettes, packaged drinks, and beer.

Merchandise gross profit was $66.3 million for the third quarter of 2009, a $0.3 million, or 0.5% increase over 2008, which was driven by
the increase in merchandise sales, slightly offset by a decrease in gross profit margin from 34.9% to 33.0%. The decrease in gross margin was attributable to the Federal tax increase on cigarettes effective April 1, 2009, aggressive promotional
strategy and to consumers trading down to lower margin items in categories such as packaged beverages and food service. Our reported merchandise margins do not include other income from services such as ATMs, lottery, prepaid phone cards and
car washes.

Retail Motor Fuel Sales, Gallons, and Gross Profit. Retail sales of motor fuel for
2009 were $427.6 million, a decrease of 31.0% from 2008, driven by a 35.7% decrease in the average retail price of motor fuel offset by a 7.3% increase in retail gallons sold. We sold an average of 0.3 million gallons per retail store, 5.5%
higher than last year. Retail motor fuel gross profit decreased by $1.8 million or 4.9% over 2008 due to a decrease in the gross profit per gallon, partly offset by the increase in gallons sold. The average retail fuel margin decreased from 22.3
cents per gallon to 19.7 cents per gallon for 2008 and 2009, respectively. This reduction in fuel margin decreased retail fuel gross profit by $4.4 million. After deducting credit card fees, the net margin decreased from 17.1 cents per gallon to
15.8 cents per gallon from third quarter 2009 to third quarter 2008.

Wholesale Motor Fuel Sales, Gallons, and
Gross Profit. Wholesale motor fuel revenues to third parties for the third quarter of 2009 were $240.9 million, a 39.3% decrease over 2008. The decrease was driven by a 40.7% decrease in the wholesale selling price per gallon slightly
offset by a 2.4% increase in gallons sold. Wholesale motor fuel gross profit of $6.4 million decreased $2.5 million or 28.1% from 2008, due to a 29.8% decrease in the gross profit per gallon from 7.3 to 5.1 cents per gallon (responsible for a $2.7
million decrease), partly offset by the increase in gallons.

Other Revenue and Gross Profit.Other revenue of $12.4 million for third quarter 2009 increased by $4.2 million or 50.6% from 2008, with a 57.2% increase in associated gross profit. The increase is primarily attributed to sale of rights to operate dealer locations in
connection with the Jack in the Box sites acquired.

Personnel Expense.For the third quarter of
2009, personnel expense increased $3.5 million or 10.1% over 2008. Of the increase in personnel expense, $1.2 million was attributable to the new stores acquired and constructed during 2008 and 2009. The last of three annual increases to the minimum
wage rate was implemented in July 2009, each of which was .70 cents per hour. The cumulative increase of $2.10 per hour has resulted in pressure on our wage structure, especially among the approximately 1,500 associates in our restaurants.

General and Administrative Expenses. For third quarter 2009, general and administrative expenses
decreased by $0.7 million, or 6.9% from 2008. G&A expenses include non-cash stock based compensation expenses which were $0.9 million for the quarter.



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##### Table of Contents

Other Operating Expenses. Other operating expenses
decreased by $4.1 million or 11.4% over 2008. The decrease was primarily due to utility and credit card expense reductions of $3.4 million and $1.5 million, respectively, from 2008, offset by increased costs related to the new stores.

Rent Expense. Rent expense for third quarter 2009 of $9.1 million was $0.4 million or 4.7% higher
than 2008 due primarily to rent expense on additional leased stores.

Depreciation, Amortization, and
Accretion. Depreciation, amortization and accretion expense for third quarter 2009 of $11.5 million was up $1.7 million or 16.8% from 2008, related to an increase in depreciable assets.

Income from Operations. Income from operations for third quarter 2009 was $19.8 million, compared to $21.1
million for 2008. The decrease is primarily attributed to a $7.2 million decrease in fuel gross profit resulting from lower retail and wholesale fuel margins, as discussed above, offset by $2.9 million increase in fuel gross profit due to higher
gallons and the $4.2 million increase in other gross profit.

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. The income tax expense accrued for third
quarter 2008 was $4.3 million, which consisted of $0.6 million of expense attributable to the Texas margin tax and $3.7 million of income tax expense related to federal and state income tax. See Note 10 of the accompanying Notes to Consolidated
Financial Statements for further discussion of our income tax provision.

Net income attributable to Susser
Holdings Corporation. We recorded net income attributable to Susser Holdings Corporation for the third quarter 2009 of $6.5 million, compared to net income attributable to Susser Holdings Corporation of $6.9 million for 2008. The
decrease is primarily due to the same factors impacting operating income, as described above.

Adjusted
EBITDA.Adjusted EBITDA for third quarter 2009 was $33.1 million, an increase of $1.3 million, or 4.1% compared to 2008. Retail segment Adjusted EBITDA of $26.1 million decreased by $0.2 million, or 0.7% compared to
2008, primarily due to lower fuel margins. Wholesale segment Adjusted EBITDA of $8.3 million increased by $1.4 million, or 20.1% from 2008, primarily resulting from the higher other gross profit. 2009 Adjusted EBITDA benefited from $2.8 million in
income from the sale of rights to operate dealer locations in connection with the Jack in the Box transactions. Other segment Adjusted EBITDA reflects net expenses of $1.2 million for the quarter, compared to $1.4 million for the same period in
2008.

First Nine Months 2009 Compared to First Nine Months 2008

The following discussion of results for the first nine months 2009 compared to the first nine months 2008 compares the 39-week period of
operations ended September 27, 2009 to the 39-week period of operations ended September 28, 2008. 2009 results partially reflect the 15 retail stores constructed in the first nine months of 2009, as well as full results from the 12 stores
added in 2008, seven of which were added during the first nine months of 2008.

Total Revenue.
Total revenue for the first nine months 2009 was $2,386.0 million, a decrease of $1,059.4 million, or 30.7%, over 2008. The decrease in total revenue was driven by a 35.0% decrease in retail fuel revenue and a 43.5% decrease in wholesale fuel
revenue, partly offset by an increase in merchandise sales of 6.8%, as further discussed below.

Total Gross
Profit. Total gross profit for the first nine months 2009 was $324.7 million, an increase of $1.1 million, or 0.3%, over 2008. Contributing to the increase were the impact of the new stores constructed or acquired during 2008 and 2009
($6.7 million of growth in gross profit) and increased merchandise gross profit, partly offset by lower fuel margins, as further described below.



26



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##### Table of Contents

Merchandise Sales and Gross Profit. Merchandise sales were
$583.0 million for the first nine months of 2009, a $37.1 million, or 6.8%, increase over 2008. Our performance was due to a 4.8% merchandise same store sales increase, accounting for $26.1 million of the increase, with the balance due to new stores
built or acquired in 2008 and 2009. Merchandise same-store sales include food service sales. Key categories contributing to the same store sales increase were cigarettes, packaged drinks, beer, and food service. Food service includes sales from
restaurant operations, hot dogs, fountain beverages, coffee, and other prepared foods.

Merchandise gross profit was $195.2
million for the first nine months of 2009, an $8.2 million, or 4.4%, increase over 2008, which was driven by the increase in merchandise sales slightly offset by a decrease in gross profit margin from 34.3% to 33.5%. Our reported merchandise margins
do not include other income from services such as ATMs, lottery, prepaid phone cards and car washes.

Retail Motor Fuel Sales, Gallons and Gross Profit. Retail sales of motor fuel for 2009 were $1,142.3 million, a decrease of 35.0% from 2008, driven by a 39.3% decrease in the average retail price of motor fuel
partly offset by a 7.0% increase in retail gallons sold. We sold an average of 1.1 million gallons per retail store, which is a 5.5% increase to 2008. Retail motor fuel gross profit decreased by $6.0 million or 6.8% over 2008, due to a 12.9%
decrease in retail fuel margins (accounting for a $12.2 million decrease in gross profit), partly offset by the increase in gallons sold.

Wholesale Motor Fuel Sales, Gallons and Gross Profit. Wholesale motor fuel revenues to third parties for the first nine months of 2009 were $629.5 million, a 43.5% decrease
over 2008. The decrease was driven by a 45.5% decrease in the wholesale selling price per gallon partly offset by a 3.5% increase in gallons sold. Wholesale motor fuel gross profit of $15.7 million decreased $6.2 million or 28.4% from 2008 due to a
30.9% decrease in the gross profit per gallon from 6.1 cents to 4.2 cents per gallon (accounting for a $7.0 million decrease in gross profit), partly offset by the increase in gallons sold.

Other Revenue and Gross Profit.Other revenue of $31.1 million for the first nine months of 2009 increased 14.6%
from 2008, with a 20.1% increase in associated gross profit.

Personnel Expense. For the first
nine months of 2009, personnel expense was $110.3 million, an increase of $10.9 million, or 11.0%, over 2008. Of the increase in personnel expense, $3.3 million was attributable to the new stores acquired and constructed during 2008 and 2009. The
balance is primarily attributed to increased pay due to the minimum wage increases in July 2008 and July 2009 and increased staff tenure as employee retention improves.

General and Administrative Expenses. For the first nine months of 2009, general and administrative expenses were $25.9 million compared to $26.6 million in 2008. We began to
realize the full synergies in G&A costs from the Town & Country integration in the fourth quarter of 2008.

Other Operating Expenses. Other operating expenses decreased by $8.0 million or 8.5% over 2008. Credit card costs of $18.3 million, or 3.4 cents per gallon, represent a decrease of $3.7 million from 2008. Utility
costs also decreased $5.4 million compared to 2008.

Rent Expense. Rent expense for the first nine
months of 2009 of $27.2 million was $1.4 million or 5.3% higher than 2008 due primarily to rent expense on additional leased stores.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expense for the first nine months 2009 of $32.0 million was up $1.1 million or 3.5% from 2008 primarily due to an increase in
depreciable assets.

Income from Operations. Income from operations for the first nine months of
2009 was $41.8 million, compared to $46.4 million for 2008. The $4.6 million decrease is attributed to a $19.2 million decrease in fuel gross profit resulting from lower retail and wholesale margins, partly offset by increased merchandise gross
profit and fuel gallons, and changes in operating expenses, as described above.

Interest Expense,
Net. Net interest expense for the first nine months of 2009 was $28.5 million, a decrease of $0.8 million from 2008 primarily due to lower amounts of debt outstanding and lower interest rates on our variable-rate debt.

Income Tax.The income tax expense accrued for the 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 expense related to federal and state income tax. The income tax expense accrued for the first nine months 2008 was $7.1 million, which consisted



27



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##### Table of Contents

of $1.6 million of expense attributable to the Texas margin tax and $5.5 million of income tax benefit related to federal and state income tax. See Note 10 of the accompanying Notes to
Consolidated Financial Statements for further discussion of our income tax provision.

Net Income attributable to
Susser Holdings Corporation. We recorded net income attributable to Susser Holdings Corporation for the first nine months of 2009 of $7.7 million, compared to net income attributable to Susser Holdings Corporation of $10.2 million for
2008. The decrease is primarily due to the same factors impacting operating income, as described above.

Adjusted
EBITDA.Adjusted EBITDA for the first nine months 2009 was $77.3 million, a decrease of $2.8 million, or 3.5%, compared to 2008. Retail segment Adjusted EBITDA of $65.0 million decreased by $2.1 million, or 3.2% compared
to 2008, primarily due to lower fuel margins. Wholesale segment Adjusted EBITDA of $16.4 million decreased by $1.2 million, or 6.7%, from 2008 primarily due to lower fuel margins. 2009 Adjusted EBITDA benefited from $2.8 million in income from the
sale of rights to operate dealer locations in connection with the Jack in the Box transaction. Other segment Adjusted EBITDA reflects net expenses of $4.1 million for the nine months, compared to $4.5 million for the same period in 2008.

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 $50.1 million and $6.5 million for the first nine months of 2009 and 2008, respectively. The change in our
cash provided from operating activities for the respective periods was primarily attributable to the changes in working capital, which were impacted in 2008 by rapidly rising fuel costs. 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 $10.5 million of cash and cash equivalents on hand at September 27, 2009 compared to $9.1 million at September 28, 2008, and $8.3 million at
December 28, 2008.

Capital Expenditures. Capital expenditures, before any sale/leasebacks
and asset dispositions, were $52.4 million and $45.5 million during the nine months of 2009 and 2008, respectively. We opened 12 new retail stores during third quarter 2009 bringing our store count to 527 as of September 27, 2009. We completed
the sale-leaseback of two retail stores during the third quarter for $5.2 million. Through the first nine months we have completed three sale lease back transactions which have generated $8.0 million. We completed an additional sale/leaseback
transaction in October for $2.7 million.

During the third quarter our wholesale division added 17 dealers and terminated
supply at eight dealer sites. We have recently acquired 25 convenience stores in Texas and Louisiana, which consist of 24 leaseholds and one fee property. We immediately sold the fee property and sublet 17 sites to independent dealers, along with
entering into long-term fuel supply agreements with the dealers. We are marketing three of the remaining seven stores to potential dealers. A net of seven new dealer sites were added in connection with the Jack in the Box transaction, as our
wholesale segment already supplied fuel to 11 of these 25 sites.



28



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##### Table of Contents

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



|                              |  |                                     |   |  |                                    |  
|----------------------------- |  | ----------------------------------- | - |  | ---------------------------------- | -
|                              |  | Three MonthsEnded September 27,2009 |   |  | Nine MonthsEnded September 27,2009 |  
|Retail stores:                |  |                                     |   |  |                                    |  
|Number at beginning of period |  | 515                                 |   |  | 512                                |  
|New stores                    |  | 12                                  |   |  | 15                                 |  
|                              |  |                                     |   |  |                                    |  
|Number at end of period       |  | 527                                 |   |  | 527                                |  
|                              |  |                                     |   |  |                                    |  
|Wholesale dealer locations:   |  |                                     |   |  |                                    |  
|Number at beginning of period |  | 372                                 |   |  | 372                                |  
|New locations                 |  | 17                                  |   |  | 25                                 |  
|Discontinued locations        |  | (8                                  | ) |  | (16                                | )
|                              |  |                                     |   |  |                                    |  
|Number at end of period       |  | 381                                 |   |  | 381                                |  
|                              |  |                                     |   |  |                                    |  

During fiscal 2009, we plan to invest approximately $50 to $65 million (net of
anticipated lease financing) in new retail stores, new dealer projects and maintenance, and upgrade of our existing facilities. We plan to finance our capital spending plan with cash flow from operations, cash balances, borrowings under the
revolving credit facility, long-term mortgage debt and additional lease financing. We currently expect we will be able to access financing for 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 2009, or if our actual cash flows from operations are lower than expected, we may defer a portion of our new store expansion program, our planned rebranding of the Town & Country stores, or other
discretionary capital spending.

Cash Flows from Financing Activities. At September 27, 2009,
our outstanding debt was $399.8 million, excluding $3.3 million unamortized issuance premium.

Credit
Facilities.On November 13, 2007, as part of the TCFS Acquisition, we, as parent guarantor, and our indirect wholly-owned subsidiary Susser Holdings, L.L.C., as borrower (the Borrower), entered into a new
credit agreement with a syndicate of financial institutions providing for a five year revolving credit facility in an aggregate principal amount of up to $90 million, referred to as the revolving credit facility, and a five year term
loan facility in the aggregate principal amount of $105 million, referred to as the term loan facility. We and each of our existing and future direct and indirect subsidiaries (other than (i) any subsidiary that is a
controlled foreign corporation under the Internal Revenue Code or a subsidiary that is held directly or indirectly by a controlled foreign corporation and (ii) Susser Company, Ltd.) are, and will be, guarantors under
each of the facilities. In May 2008 we increased the aggregate commitments under the revolving credit facility to $120 million, which expires November 2012, to provide additional capacity on the working capital line in the face of rapidly rising
fuel costs. When the cost of fuel increases, our working capital requirements tend to increase, but we also have related increases in trade receivables and fuel inventory balances which provide additional borrowing base to support a higher revolving
credit facility.

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

As of
September 27, 2009, we had $3.9 million outstanding under the revolving credit facility and $22.1 million in standby letters of credit, which includes a $10.0 million letter of credit held in escrow related to the TCFS Acquisition that will be
eligible to be drawn in November 2009, net of any settled or pending indemnity claims. Our borrowing base in effect at September 27, 2009, allowed a maximum borrowing, including outstanding letters of credit, of $95.7 million. This reduction in
our borrowing base from the full $120 million commitment reflects the lower fuel prices at quarter-end compared to the same period in 2008, which reduced our trade receivable and fuel inventory balances. The reduction in fuel prices also tends to
reduce our working capital requirements, and therefore our need to borrow against the revolver. Our unused availability on the revolver at September 27, 2009 was $69.7 million.



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During the first quarter of 2009, the Company entered into interest rate swaps on $70
million notional principal for a three-year term. The swaps exchange a floating to fixed rate against our variable- rate term loan, and are accounted for as cash flow hedges. For more information, see Note 7 in the accompanying Notes to Consolidated
Financial Statements.

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

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

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

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

Long Term
Liquidity.We expect that our cash flows from operations, cash on hand, lease financing, and our revolving credit facility will be adequate to provide for our short-term and long-term liquidity needs. Our ability to meet our
debt service obligations and other capital requirements, including capital expenditures, as well as the cost of potential acquisitions and new store openings, will depend on our future performance which, in turn, will be subject to general economic,
financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we from time to time consider opportunities to refinance our
existing indebtedness, and although we may refinance all or part of our indebtedness in the future, including our existing notes and our revolving credit and term loan facilities, there can be no assurances that we will do so. Changes in our
operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to need to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on
acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the items discussed in detail under Risk Factors may also
significantly impact our liquidity.



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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             
|                                        |  | September 27, 2009
|                                        |  | Fee                |  | Leased
|Operating sites:                        |  |                    |  |       
|Retail                                  |  | 253                |  | 274   
|Wholesale                               |  | 43                 |  | 32    
|Total                                   |  | 296                |  | 306   
|                                        |  |                   
|Office locations                        |  | 4                  |  | 3     
|Properties currently under construction |  |                   |  |      
|Properties held for future development  |  | 27                 |  |      
|Income producing properties             |  | 6                  |  | 1     
|Surplus properties                      |  | 38                 |  | 7     

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.



31



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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.



|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | ------ | - | ------- | ------ |  | - | ---------- | - |  | ------ | ------- | - | ------ | - | --------- | ------ |  | - | --------- | - |  | ------ | --------- | - | ------ | - | ------- | ------ |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                              |  | 2007                               |         |   | 2008   |   |         | 2009   | 
|                                                                              |  | (dollars and gallons in thousands) |        
|                                                                              |  | 1stQTR                             |         |   | 2ndQTR |   |         | 3rdQTR |  |   | 4thQTR (a) |   |  | 1stQTR |         |   | 2ndQTR |   |           | 3rdQTR |  |   | 4thQTR    |   |  | 1stQTR |           |   | 2ndQTR |   |         | 3rdQTR | 
|Merchandise sales                                                             |  | $                                  | 93,365  |   |        | $ | 105,925 |        |  | $ | 108,227    |   |  | $      | 136,701 |   |        | $ | 168,771   |        |  | $ | 187,870   |   |  | $      | 189,272   |   |        | $ | 183,944 |        |  | $ | 181,919 |   |  | $ | 199,940 |   |  | $ | 201,190 |  
|Motor fuel sales:                                                             |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Retail                                                                        |  |                                    | 224,685 |   |        |   | 297,751 |        |  |   | 291,413    |   |  |        | 397,902 |   |        |   | 519,797   |        |  |   | 618,037   |   |  |        | 619,692   |   |        |   | 393,201 |        |  |   | 322,072 |   |  |   | 392,593 |   |  |   | 427,603 |  
|Wholesale                                                                     |  |                                    | 204,430 |   |        |   | 282,829 |        |  |   | 268,252    |   |  |        | 279,958 |   |        |   | 302,595   |        |  |   | 415,179   |   |  |        | 396,952   |   |        |   | 208,769 |        |  |   | 167,327 |   |  |   | 221,336 |   |  |   | 240,874 |  
|Other income(b)                                                               |  |                                    | 6,170   |   |        |   | 6,290   |        |  |   | 6,185      |   |  |        | 7,334   |   |        |   | 9,543     |        |  |   | 9,374     |   |  |        | 8,253     |   |        |   | 9,394   |        |  |   | 9,400   |   |  |   | 9,297   |   |  |   | 12,433  |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Total revenue                                                                 |  |                                    | 528,650 |   |        |   | 692,795 |        |  |   | 674,077    |   |  |        | 821,895 |   |        |   | 1,000,706 |        |  |   | 1,230,460 |   |  |        | 1,214,169 |   |        |   | 795,308 |        |  |   | 680,718 |   |  |   | 823,166 |   |  |   | 882,100 |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Merchandise gross profit                                                      |  |                                    | 29,960  |   |        |   | 34,043  |        |  |   | 35,921     |   |  |        | 44,642  |   |        |   | 56,668    |        |  |   | 64,416    |   |  |        | 65,966    |   |        |   | 63,592  |        |  |   | 62,416  |   |  |   | 66,496  |   |  |   | 66,307  |  
|Motor fuel gross profit(b):                                                   |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Retail                                                                        |  |                                    | 12,167  |   |        |   | 18,414  |        |  |   | 17,309     |   |  |        | 19,698  |   |        |   | 20,257    |        |  |   | 32,165    |   |  |        | 36,402    |   |        |   | 31,732  |        |  |   | 21,204  |   |  |   | 26,988  |   |  |   | 34,613  |  
|Wholesale                                                                     |  |                                    | 4,321   |   |        |   | 6,339   |        |  |   | 7,553      |   |  |        | 7,440   |   |        |   | 5,580     |        |  |   | 7,429     |   |  |        | 8,888     |   |        |   | 9,037   |        |  |   | 4,251   |   |  |   | 5,030   |   |  |   | 6,388   |  
|Other gross profit(b)                                                         |  |                                    | 6,046   |   |        |   | 5,831   |        |  |   | 5,940      |   |  |        | 7,030   |   |        |   | 9,103     |        |  |   | 8,835     |   |  |        | 7,921     |   |        |   | 9,417   |        |  |   | 9,300   |   |  |   | 9,302   |   |  |   | 12,453  |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Total gross profit                                                            |  |                                    | 52,494  |   |        |   | 64,627  |        |  |   | 66,723     |   |  |        | 78,810  |   |        |   | 91,608    |        |  |   | 112,845   |   |  |        | 119,177   |   |        |   | 113,778 |        |  |   | 97,171  |   |  |   | 107,816 |   |  |   | 119,761 |  
|Income from operations                                                        |  |                                    | 780     |   |        |   | 9,412   |        |  |   | 7,944      |   |  |        | 8,122   |   |        |   | 4,972     |        |  |   | 20,291    |   |  |        | 21,137    |   |        |   | 19,499  |        |  |   | 8,541   |   |  |   | 13,390  |   |  |   | 19,826  |  
|Net income (loss) attributable to Susser Holdings Corporation                 |  | $                                  | (2,401  | ) |        | $ | 6,274   |        |  | $ | 4,841      |   |  | $      | 7,538   |   |        | $ | (3,360    | )      |  | $ | 6,662     |   |  | $      | 6,862     |   |        | $ | 6,313   |        |  | $ | (931    | ) |  | $ | 2,165   |   |  | $ | 6,503   |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Earnings (loss) per common share attributable to Susser Holdings Corporation: |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Basic                                                                         |  | $                                  | (0.14   | ) |        | $ | 0.38    |        |  | $ | 0.29       |   |  | $      | 0.45    |   |        | $ | (0.20     | )      |  | $ | 0.39      |   |  | $      | 0.41      |   |        | $ | 0.37    |        |  | $ | (0.05   | ) |  | $ | 0.13    |   |  | $ | 0.38    |  
|Diluted                                                                       |  | $                                  | (0.14   | ) |        | $ | 0.37    |        |  | $ | 0.29       |   |  | $      | 0.44    |   |        | $ | (0.20     | )      |  | $ | 0.39      |   |  | $      | 0.40      |   |        | $ | 0.37    |        |  | $ | (0.05   | ) |  | $ | 0.13    |   |  | $ | 0.38    |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Merchandise margin, net                                                       |  |                                    | 32.1    | % |        |   | 32.1    | %      |  |   | 33.2       | % |  |        | 32.7    | % |        |   | 33.6      | %      |  |   | 34.3      | % |  |        | 34.9      | % |        |   | 34.6    | %      |  |   | 34.3    | % |  |   | 33.3    | % |  |   | 33.0    | %
|Fuel gallons:                                                                 |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Retail                                                                        |  |                                    | 101,793 |   |        |   | 106,624 |        |  |   | 108,874    |   |  |        | 139,236 |   |        |   | 169,313   |        |  |   | 165,113   |   |  |        | 163,399   |   |        |   | 179,483 |        |  |   | 179,412 |   |  |   | 177,887 |   |  |   | 175,317 |  
|Wholesale                                                                     |  |                                    | 111,585 |   |        |   | 118,682 |        |  |   | 118,767    |   |  |        | 116,152 |   |        |   | 114,110   |        |  |   | 124,329   |   |  |        | 122,318   |   |        |   | 125,759 |        |  |   | 122,469 |   |  |   | 125,832 |   |  |   | 125,205 |  
|                                                                              |  |                                    |         |   |        |   |         |        |  |   |           
|Motor fuel margin (b):                                                        |  |                                    |         |   |        |   |         |        |  |   |            |   |  |        |         |   |        |   |           |        |  |   |           |   |  |        |           |   |        |   |         |        |  |   |         |   |  |   |         |   |  |   |         |  
|Retail (c)                                                                    |  |                                    | 12.0    | ¢ |        |   | 17.3    | ¢      |  |   | 15.9       | ¢ |  |        | 14.1    | ¢ |        |   | 12.0      | ¢      |  |   | 19.5      | ¢ |  |        | 22.3      | ¢ |        |   | 17.7    | ¢      |  |   | 11.8    | ¢ |  |   | 15.2    | ¢ |  |   | 19.7    | ¢
|Wholesale                                                                     |  |                                    | 3.9     | ¢ |        |   | 5.3     | ¢      |  |   | 6.4        | ¢ |  |        | 6.4     | ¢ |        |   | 4.9       | ¢      |  |   | 6.0       | ¢ |  |        | 7.3       | ¢ |        |   | 7.2     | ¢      |  |   | 3.5     | ¢ |  |   | 4.0     | ¢ |  |   | 5.1     | ¢



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

|(b) | Reflects reclassifications in operating expense, other income, and other gross profit in 2007, 2008, and 2009.
|--- | --------------------------------------------------------------------------------------------------------------

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



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Summary of Significant Accounting Policies

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

Critical accounting policies are those we believe are both most important to the portrayal of our financial condition and results of operations, and require our most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using
different assumptions. Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended December 28, 2008. As discussed in Note 2 to our Consolidated Financial Statements included elsewhere in this report,
certain new financial accounting pronouncements have been issued which either have already been reflected in the accompanying consolidated financial statements, or will become effective for our financial statements at various dates in the future.

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 September 27, 2009.



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

We are subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. We currently have a $120.0 million revolving credit
facility which bears interest at variable rates. At September 27, 2009, we had $3.9 million outstanding on the credit facility. Our term loan facility, of which $95.7 million was outstanding at September 27, 2009, also bears interest at
variable rates. The annualized effect of a one percentage point change in floating interest rates on our variable rate debt obligations at September 27, 2009 would be to change interest expense by approximately $1.0 million.

Our primary exposure relates to:



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



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



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

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

From time to time, we enter into interest rate swaps to either reduce the impact of changes in interest rates on our floating rate long-term
debt or to take advantage of favorable variable interest rates compared to our fixed rate long-term debt. During the first quarter of 2009, we entered into interest rate swaps on $70 million notional principal for a three-year term. The swap
exchanges a floating to fixed rate against our variable-rate term loan.

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

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



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##### Table of Contents

|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 2009 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

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



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##### Table of Contents

PART II  OTHER INFORMATION



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

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



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

You should
carefully consider the risks described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 28, 2008, as well as the section within this report entitled Forward-Looking Statements under
Part I. Financial InformationItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations, before making any investment decision with respect to our securities. The risks and uncertainties described in our
annual report are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our results of operations or financial condition in the future. If any of such
risks actually occur, our business, financial condition or results of operations could be materially adversely affected.



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

None.



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

None.



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

None.



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

None.



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

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



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SIGNATURES

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



|                       |  |                             |  |                                                     
|---------------------- |  | --------------------------- |  | ----------------------------------------------------
|                       |  | SUSSER HOLDINGS CORPORATION
|Date: November 6, 2009 |  |                            
|                       |  |                            
|                       |  | By                          |  | /s/ Mary E. Sullivan                                
|                       |  |                             |  | Mary E. Sullivan                                    
|                       |  |                             |  | Executive Vice President and Chief Financial Officer



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act. 
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act. 
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.                                                  
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.                                                  



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



37