8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2013

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25813	56-1574463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

305 Gregson Drive Cary, North Carolina	27511
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 774-6700

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On December 10, 2013, The Pantry, Inc. ("the Company") issued a press release announcing, among other things, results for its fourth fiscal quarter and fiscal year ended September 26, 2013. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The call presentation that will accompany the Company's earnings conference call is being furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release attached as Exhibit 99.1 and the call presentation attached as Exhibit 99.2, is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated December 10, 2013
99.2	The Pantry, Inc. Earnings Call Presentation dated December 10, 2013

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 hereunto duly authorized.

		THE PANTRY, INC.
	By:		/s/ B. Clyde Preslar
			B. Clyde Preslar Senior Vice President, Chief Financial Officer
Date: December 10, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 10, 2013
99.2	The Pantry, Inc. Earnings Call Presentation dated December 10, 2013

EX-99.1

Exhibit 99.1

Contact: Andrew Hinton

(919) 774-6700

THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2013 RESULTS

Cary, North Carolina, December 10, 2013 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal fourth quarter and fiscal year ended September 26, 2013.

Fourth Quarter Summary:

• Net income was $1.0 million or $0.04 per diluted share. This compares to net loss of $4.8 million or $0.21 per share in last year's fourth quarter. Excluding the impact of impairment charges and debt extinguishment costs, net income for the fourth quarter of fiscal 2013 was $1.4 million, or $0.06 per diluted share, compared to net loss of $2.0 million, or $0.09 per share, in the prior year (see reconciliation below). Net income was impacted by pre-tax charges totaling $4.6 million or $0.12 per diluted share related to a proposed litigation settlement and strategy consulting costs incurred during the quarter.

• Adjusted EBITDA was $49.0 million, down from $52.8 million in the prior year quarter.

• Fuel gross profit was $47.8 million compared to $44.0 million a year ago. Retail fuel margin per gallon increased to $0.107 from $0.095 in the prior year quarter and more than offset a 2.5% decline in comparable store fuel gallons sold.

• Comparable store merchandise revenue increased 2.0%.

• Merchandise gross margin was 34.3% compared to 34.6% in the prior year quarter.

• Store operating and general and administrative expenses were $162.0 million compared to $153.7 million a year ago. During the quarter, the company accrued $3.1 million in relation to a proposed settlement of the Amason litigation which has been described in our SEC filings for some time. In addition, the company incurred $1.5 million in strategy consulting costs and experienced higher expenses related to the store remodel program.

• Our effective tax rate for the fourth quarter of fiscal 2013 was a benefit of 128.4% compared to a benefit of 39.3% in the fourth quarter of fiscal 2012.

Fiscal Year 2013 Summary:

• Net loss was $3.0 million or $0.13 per share. This compares to net loss of $2.5 million or $0.11 per share in the last fiscal year. Excluding the impact of impairment charges and debt extinguishment costs, net loss for fiscal 2013 was $0.1 million, or $0.00 per diluted share, compared to net income of $4.7 million, or $0.21 per diluted share, in the prior year (see reconciliation below).

• Adjusted EBITDA was $202.4 million, down from $210.1 million a year ago.

• Fuel gross profit was $199.3 million, compared to $210.3 million a year ago. Retail fuel margin per gallon was unchanged at $0.115 compared to the prior year as comparable store fuel gallons sold declined 4.8%.

• Comparable store merchandise revenue increased 0.9%.

• Merchandise gross margin increased to 34.0% compared to 33.7% a year ago.

• Store operating and general and administrative expenses were $609.0 million compared to $610.0 million a year ago.

• Our effective tax rate for fiscal 2013 was a benefit of 65.8% compared to a benefit of 54.1% in fiscal 2012 due to a higher level of Workers Opportunity Tax Credits and changes in pretax profit levels.

President and Chief Executive Officer Dennis G. Hatchell said, "We achieved improved operating results during the fourth quarter and are gaining momentum in merchandise sales as we move into fiscal 2014. Our sales initiatives generated comparable store merchandise revenue growth of 2.0% as merchandise sales per customer continued to grow."

Mr. Hatchell added, "Improving our facilities to drive profitable growth remains one of the cornerstones of our strategy. We continued upgrading our store base during the fourth quarter -- opening two new stores, rebuilding one store, completing 31 remodels and five new QSR's. In addition, we have completed a strategic review of our markets which is guiding our investments and initiatives to improve existing stores. We are also focused on unlocking the potential of our company through improved employee engagement, merchandising and cost control."

Fiscal 2013 Outlook

The Company announced the following guidance ranges for its expected performance in fiscal 2014, which is a 52-week fiscal year:

	Q1 FY13	Q1 FY14 Guidance(1)		FY13	FY14 Guidance(1)
	Actual	Low	High	Actual	Low	High
Merchandise sales ($B)	$0.429	$0.435	$0.440	$1.80	$1.83	$1.86
Merchandise gross margin	34.3%	33.3%	33.8%	34.0%	33.7%	34.1%
Retail fuel gallons (B)	0.427	0.402	0.408	1.71	1.61	1.64
Retail fuel margin per gallon	$0.114	$0.095	$0.105	$0.115	$0.110	$0.130
Store operating and general and administrative    expenses ($M)	$147	$150	$154	$609	$611	$621
Depreciation & amortization ($M)	$29	$28	$29	$118	$110	$115
Effective corporate tax rate	39.9%	35.0%	38.0%	65.8%	38.0%	39.0%
Interest expense ($M)	$23	$21	$22	$89	$84	$87
Capital expenditures, net ($M)	$18	$25	$28	$85	$95	$110

⁽¹⁾ Fiscal 2014 guidance assumes closure of approximately 40 stores

Conference Call

Interested parties are invited to listen to the fourth quarter earnings conference call scheduled for Tuesday, December 10, 2013 at 8:30 a.m. Eastern Time. The call will be broadcast live over the Internet and will be accessible through the Investors section of the Company's website at www.thepantry.com. A slide presentation for the conference call will also be available for download at the investor section of our website. An online archive will be available immediately following the call and will be accessible for 30 days.

Use of Non-GAAP Measures

Adjusted EBITDA

Adjusted EBITDA is defined by the Company as net income (loss) before interest expense, net, gain/loss on extinguishment of debt, income taxes, impairment charges and depreciation and amortization. Adjusted EBITDA is not a measure of operating performance or liquidity under generally accepted accounting principles in the United States of America ("GAAP") and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. The Company has included information concerning Adjusted EBITDA because it believes investors find this information useful as a reflection of the resources available for strategic opportunities including, among others, to invest in the Company's business, make strategic acquisitions and to service debt. Management also uses Adjusted EBITDA to review the performance of the Company's business directly resulting from its retail operations and for budgeting and compensation targets. Adjusted EBITDA does not include impairment of long-lived assets and other charges. The Company excluded the effect of impairment losses because it believes that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of its remaining assets. Adjusted EBITDA does not include gain/loss on extinguishment of debt because it represents financing activities and is not indicative of the ongoing performance of the Company's remaining stores.

Net Income and Net Income Per Share Excluding Certain Items

In addition to net income and net income per share presented in accordance with GAAP, the Company has also presented net income and net income per share excluding the after-tax impact of non-cash charges related to impairment and loss on extinguishment of debt. Management believes that investors find this information useful as a reflection of the Company's underlying operating performance and that this information facilitates comparisons between the Company and other companies in its industry. Management uses these measures as part of its preparation of operating plans, budgets and forecasts and in its assessment of the Company's historical performance.

Additional Information Regarding Non-GAAP Measures

Any measure that excludes interest expense, gain/loss on extinguishment of debt, depreciation and amortization, impairment charges, or income taxes has material limitations because the Company uses debt and lease financing in order to finance its operations and acquisitions, uses capital and intangible assets in its business and must pay income taxes as a necessary element of its operations. Due to these limitations, the Company uses non-GAAP measures in addition to and in conjunction with results and cash flows presented in accordance with GAAP. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, the measures referenced above, each as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company's use of these measures with non-GAAP financial measures having the same or similar names used by other companies.

About The Pantry

Headquartered in Cary, North Carolina, The Pantry, Inc. is a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country. As of December 10, 2013, the Company operated 1,541 stores in thirteen states under select banners, including Kangaroo Express^®, its primary operating banner. The Pantry's stores offer abroad selection of merchandise, as well as fuel and other ancillary services designed to appeal to the convenience needs of its customers.

Safe Harbor Statement

Statements made by the Company in this press release relating to future plans, events, or financial condition or performance are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of words such as "expect," "plan," "anticipate," "intend," "outlook," "guidance," "believes," "should," "target," "goal," "forecast," "will," "may" or words of similar meaning. Forward-looking statements are likely to address matters such as the Company's anticipated sales, expenses, margins, tax rates, capital expenditures, profits, cash flows, liquidity and debt levels, as well as our pricing and merchandising strategies and their anticipated impact and our intentions with respect to acquisitions, the construction of new stores, including additional quick service restaurants, and the remodeling of our existing stores. . These forward-looking statements are based on the Company's 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. Any number of factors could affect actual results and events, including, without limitation; the Company's ability to enhance its operating performance through its in-store initiatives and its store remodel program; fluctuations in domestic and global petroleum and fuel markets; realizing expected benefits from the Company's fuel supply agreements; changes in the competitive landscape of the convenience store industry, including fuel stations and other non-traditional retailers located in the Company's markets; the effect of national and regional economic conditions on the convenience store industry and the Company's markets; the global financial crisis and uncertainty in global economic conditions; wholesale cost increases of, and tax increases on, tobacco products; the effect of regional weather conditions and climate change on customer traffic and spending; legal, technological, political and scientific developments regarding climate change; financial difficulties of suppliers, including the Company's principal suppliers of fuel and merchandise, and their ability to continue to supply its stores; the Company's financial leverage and debt covenants; a disruption of our IT systems or a failure to protect sensitive customer, employee or vendor data; the ability of the Company to identify suitable acquisition targets and to take advantage of expected synergies in connection with acquisitions; the actual operating results of new or acquired stores; the ability of the Company to divest non-core assets; environmental risks associated with selling petroleum products; and governmental laws and regulations, including those relating to the environment and the impact of mandated health care laws. These and other risk factors are discussed in the Company's Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release are based on the Company's estimates and plans as of December 10, 2013. While the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so.

The Pantry, Inc.
Unaudited Condensed Consolidated Statements of Operations and Selected Financial Data
(In thousands, except per share and per gallon amounts, margin data and store count)
	Three Months Ended						Fiscal Year Ended
	September 26, 2013			September 27, 2012			September 26, 2013			September 27, 2012
Revenues:
Merchandise	$	475,608		$	469,537		$	1,800,001		$	1,809,288
Fuel	1,546,272			1,621,443			6,021,954			6,443,955
Total revenues	2,021,880			2,090,980			7,821,955			8,253,243
Costs and operating expenses:
Merchandise cost of goods sold	312,371			307,028			1,187,870			1,199,453
Fuel cost of goods sold	1,498,446			1,577,396			5,822,688			6,233,638
Store operating	132,506			129,698			504,315			512,782
General and administrative	29,532			24,053			104,711			97,244
Impairment charges	727			1,514			4,681			6,257
Depreciation and amortization	30,154			33,231			117,724			119,672
Total costs and operating expenses	2,003,736			2,072,920			7,741,989			8,169,046
Income from operations	18,144			18,060			79,966			84,197
Other expenses:
Loss on extinguishment of debt	—			2,993			—			5,532
Interest expense, net	21,561			22,936			88,779			84,219
Total other expenses	21,561			25,929			88,779			89,751
Loss before income taxes	(3,417		)	(7,869		)	(8,813		)	(5,554		)
Income tax benefit	(4,389		)	(3,094		)	(5,801		)	(3,007		)
Net income (loss)	$	972		$	(4,775	)	$	(3,012	)	$	(2,547	)
Earnings (loss) per diluted share:
Earnings (loss) per diluted share	$	0.04		$	(0.21	)	$	(0.13	)	$	(0.11	)
Weighted average and potential dilutive shares outstanding	22,884			22,600			22,691			22,569
Selected financial data:
Adjusted EBITDA	$	49,025		$	52,805		$	202,371		$	210,126
Payments made for lease finance obligations	$	13,078		$	13,272		$	51,767		$	51,797
Merchandise gross profit	$	163,237		$	162,509		$	612,131		$	609,835
Merchandise margin	34.3		%	34.6		%	34.0		%	33.7		%
Retail fuel data:
Gallons	441,124			454,523			1,708,167			1,811,823
Margin per gallon (1)	$	0.107		$	0.095		$	0.115		$	0.115
Retail price per gallon	$	3.45		$	3.50		$	3.46		$	3.50
Total fuel gross profit	$	47,826		$	44,047		$	199,266		$	210,317
Comparable store data:
Merchandise sales %	2.0		%	3.3		%	0.9		%	3.3		%
Retail fuel gallons %	(2.5		)%	(2.6		)%	(4.8		)%	(3.1		)%
Number of stores:
End of period	1,548			1,578			1,548			1,578
Weighted-average store count	1,557			1,587			1,567			1,611

⁽¹⁾ Fuel margin per gallon represents fuel revenue less cost of product and expenses associated with credit card processing fees and repairs and maintenance on fuel equipment. Fuel margin per gallon as presented may not be comparable to similarly titled measures reported by other companies.

The Pantry, Inc.
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
	September 26, 2013		September 27, 2012
ASSETS
Cash and cash equivalents	$	57,168	$	89,175
Receivables, net	64,936		80,014
Inventories	132,229		137,376
Prepaid expenses and other current assets	19,120		21,734
Deferred income taxes	18,698		17,376
Total current assets	292,151		345,675
Property and equipment, net	902,796		935,841
Goodwill and other intangible assets	440,982		441,070
Other noncurrent assets	79,297		76,954
Total assets	$	1,715,226	$	1,799,540
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	$	2,550	$	62,840
Current maturities of lease finance obligations	11,018		10,947
Accounts payable	153,693		155,008
Other accrued liabilities	114,400		121,760
Total current liabilities	281,661		350,555
Long-term debt	498,414		500,600
Lease finance obligations	434,022		443,020
Deferred income taxes	59,182		62,766
Deferred vendor rebates	10,152		11,886
Other noncurrent liabilities	108,096		106,162
Total shareholders' equity	323,699		324,551
Total liabilities and shareholders' equity	$	1,715,226	$	1,799,540

The Pantry, Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
(In thousands)
	Three Months Ended						Fiscal Year Ended
	September 26, 2013			September 27, 2012			September 26, 2013			September 27, 2012
Adjusted EBITDA	$	49,025		$	52,805		$	202,371		$	210,126
Impairment charges	(727		)	(1,514		)	(4,681		)	(6,257		)
Loss on extinguishment of debt	—			(2,993		)	—			(5,532		)
Interest expense, net	(21,561		)	(22,936		)	(88,779		)	(84,219		)
Depreciation and amortization	(30,154		)	(33,231		)	(117,724		)	(119,672		)
Income tax benefit	4,389			3,094			5,801			3,007
Net income (loss)	$	972		$	(4,775	)	$	(3,012	)	$	(2,547	)
Adjusted EBITDA	$	49,025		$	52,805		$	202,371		$	210,126
Loss on extinguishment of debt	—			(2,993		)	—			(5,532		)
Interest expense, net	(21,561		)	(22,936		)	(88,779		)	(84,219		)
Income tax benefit	4,389			3,094			5,801			3,007
Stock-based compensation expense	390			653			2,738			2,823
Changes in operating assets and liabilities	17,377			(5,495		)	5,317			6,931
Benefit for deferred income taxes	(4,641		)	(812		)	(5,697		)	(2,516		)
Other	2,019			4,201			6,360			13,397
Net cash provided by operating activities	$	46,998		$	28,517		$	128,111		$	144,017
Additions to property and equipment, net	$	(27,923	)	$	(8,860	)	$	(82,939	)	$	(54,980	)
Acquisitions of businesses, net	(1,221		)	—			(1,723		)	—
Net cash used in investing activities	$	(29,144	)	$	(8,860	)	$	(84,662	)	$	(54,980	)
Net cash used in financing activities	$	(4,833	)	$	(110,276	)	$	(75,456	)	$	(213,630	)
Net increase (decrease) in cash	$	13,021		$	(90,619	)	$	(32,007	)	$	(124,593	)

	Three Months Ended
	September 26, 2013									September 27, 2012
	Pre Tax			After Tax			EPS			Pre Tax			After Tax			EPS
Loss, as reported	$	(3,417	)	$	972		$	0.04		$	(7,869	)	$	(4,775	)	$	(0.21	)
Impairment charges	727			446			0.02			1,514			926			0.04
Loss on extinguishment of debt	—			—			—			2,993			1,830			0.08
Loss, as adjusted	$	(2,690	)	$	1,418		$	0.06		$	(3,362	)	$	(2,019	)	$	(0.09	)
	Fiscal Year Ended
	September 26, 2013									September 27, 2012
	Pre Tax			After Tax			EPS			Pre Tax			After Tax			EPS
Loss, as reported	$	(8,813	)	$	(3,012	)	$	(0.13	)	$	(5,554	)	$	(2,547	)	$	(0.11	)
Impairment charges	4,681			2,874			0.13			6,257			3,826			0.17
Loss on extinguishment of debt	—			—			—			5,532			3,382			0.15
(Loss) income, as adjusted	$	(4,132	)	$	(138	)	$	—		$	6,235		$	4,661		$	0.21

EX-99.2

The Pantry, Inc. Fiscal Year 2013 Fourth Quarter Earnings Call Tuesday, December 10, 2013 Exhibit 99.2

Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included herein, including those related to the company’s financial outlook, goals, business strategy, projected plans and objectives of management for future operations and liquidity, are forward-looking statements. These forward-looking statements are based on the company’s plans and expectations and involve a number of risks and uncertainties that could cause actual results to vary materially from the results and events anticipated or implied by such forward-looking statements. Please refer to the company’s Annual Report on Form 10-K and its other filings with the SEC for a discussion of significant risk factors applicable to the company. In addition, the forward-looking statements included in this presentation are based on the company’s estimates and plans as of the date of this presentation. While the company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. In this presentation, we will refer to certain non-GAAP financial measures that we believe are helpful in understanding our financial performance. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is included in the appendix of this presentation.

Fourth Quarter Business Overview and FY14 Outlook  Performance summary  Merchandise category review  Merchandising and brand awareness  Cost management/profitability improvement  Store upgrades/Quick Service Restaurants (“QSR’s”)/promotions  FY14 Strategic focus and priorities Slide 3

FY2013 Q4 and Full Year Summary  Income per diluted share of $0.04 versus loss per share of $0.21 in 2012  Adjusted EBITDA(1) of $49.0 million versus $52.8 million in Q4 FY2012  Comparable store merchandise revenue increased 2.0%; up 3.7% excluding cigarettes  Merchandise sales per customer improved 3.3% on a comparable basis  Comparable store retail fuel gallons sold declined 2.5%  Retail fuel margins increased $0.012 per gallon to $0.107 (1) See Appendix for a description of each non-GAAP financial measure as well as a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure. Slide 4  Loss per share of $0.13 versus $0.11 in 2012  Adjusted EBITDA(1) of $202.4 million versus $210.1 million in FY2012  Comparable store merchandise revenue increased 0.9%; up 3.0% excluding cigarettes  Merchandise sales per customer improved 3.4% on a comparable basis  Comparable store retail fuel gallons sold declined 4.8%  Retail fuel margins equaled prior year at $0.115 Q4 FY2013 Results Full Year FY2013 Results

Q1 Q2 Q3 Q4 YTD Cigarettes -2.8% -6.4% -3.3% -2.0% -3.6% Other Packaged Goods 4.3% 0.2% 3.0% 3.8% 2.9% Packaged Goods 1.6% -2.3% 0.7% 1.8% 0.5% Proprietary Foodservice 8.6% 3.3% 6.9% 3.3% 5.5% QSR -1.9% -5.9% -2.4% -0.7% -2.8% Foodservice 4.2% -0.7% 3.0% 1.7% 2.1% Services 12.0% 0.7% 9.2% 9.7% 7.8% Total Comparable Store Merchandise Revenue 2.2% -2.0% 1.3% 2.0% 0.9% Total Excluding Cigarettes 4.6% 0.1% 3.3% 3.7% 3.0% FY13 Sales Comps FY2013 Merchandise Category Review Slide 5

Merchandising and Brand Awareness  Store level initiatives shape the customer experience – Point of purchase advertising – Promotions – “Healthier for you” snack assortment – The “Roo Mug” kicked off in September following a successful summertime “RooCup” campaign  Upgrading category management/space planning effectiveness – Implemented store specific planograms – Clustering in “center store” planograms  Joint efforts with vendors to drive product innovation Slide 6  Fuel pricing system allows us to manage through rapidly changing fuel markets and maintain a consistent value proposition

Focus On Managing Costs And Improving Productivity Slide 7 (1) Store operating and general and administrative expenses (“OSG&A”)  Store level productivity initiatives continue – Labor costs – Improved employee training and development to drive productivity – Other store costs  Q4 OSG&A(1) increases were primarily driven by charges for the proposed settlement of the Amason litigation and strategic initiatives investments  Continue optimizing remodel investments (capital and expenses)

Other Fourth Quarter Key Activities  Facilities: – Completed 31 remodels – Completed 5 new QSR’s  Continued focus on strengthening store portfolio – Closed 18 stores – Cash proceeds from asset sales of $2.2 million  Opened two new stores and one rebuilt store Slide 8

Three New Stores Opened In 2013 Slide 9  Charlotte, NC  Myrtle Beach, SC  Ocala, FL

FY14 Strategic Focus and Priorities Slide 10  Maintain momentum in our remodel and QSR programs  Continue implementation of our merchandising programs throughout our store portfolio  Balancing fuel profitability and volumes  Prioritize and strengthen our market position by opening new stores, continuing to remodel stores and strategic acquisitions that are an extension of our real estate plan

Fourth Quarter Financial Review Slide 11  Financial Summary  Financial Details  Capital Expenditures  Store Count  Capital Structure And Liquidity  Fiscal 2014 Outlook

Fourth Quarter Financial Summary ($ millions except per share data) Slide 12 (1) Includes impairment charges of $1.5 million and $0.7 million in 2012 and 2013, respectively. (2) See Appendix for a description of each non-GAAP financial measure as well as a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure. (1) (2) 2012 2013 Percent Change Total revenues $ 2,091.0 $ 2,021.9 -3.3% Total costs and operating expenses (1) 2,072.9 2,003.7 -3.3% Income from operations $ 18.1 $ 18.2 0.6% Loss on extinguishment of debt 3.0 - N/M Interest expense, net 22.9 21.6 -5.7% Loss before income taxes $ (7.8) $ (3.4) 56.4% Income tax benefit (3.1) (4.4) -41.9% Net Income (loss) $ (4.7) $ 1.0 121.3% Earnings (loss) per diluted share $ (0.21) $ 0.04 119.0% Adjusted EBITDA $ 52.8 49.0$ -7.2% Fourth Quarter

Fourth Quarter Financial Details ($ millions) Slide 13 2012 2013 Percent Change Merchandise revenue $ 469.5 $ 475.6 1.3% Fuel revenue 1,621.5 1,546.3 -4.6% Total revenues $ 2,091.0 $ 2,021.9 -3.3% Merchandise cost of goods sold $ 307.0 $ 312.4 1.8% Fuel cost of goods sold 1,577.4 1,498.4 -5.0% Store operating 129.7 132.5 2.2% General and administrative 24.1 29.5 22.4% Impairment charges 1.5 0.7 -53.3% Depreciation and amortization 33.2 30.2 -9.0% Income from operations $ 18.1 $ 18.2 0.6% Selected financial data: Comparable store merchandise sales % 3.3% 2.0% Weighted-average store count 1,587 1,557 Merchandise margin 34.6% 34.3% Comparable store retail fuel gallons % -2.6% -2.5% Retail fuel margin per gallon $ 0.095 $ 0.107 Fourth Quarter

Q4 YTD Q4 YTD Q4 YTD Capital expenditures 11.5$ 69.3$ 30.5$ 89.8$ 19.0$ 20.5$ Proceeds from asset dispositions (2.6) (14.3) (1.4) (5.1) 1.2$ 9.2$ Capital expenditures, net 8.9$ 55.0$ 29.1$ 84.7$ 20.2$ 29.7$ 2012 2013 Change FY2013 Capital Expenditures ($ millions) Slide 14

FY2013 Store Count Summary Slide 15 Beginning Stores - Q1 FY2013 1,578 Rebuilt 1 Closed (7) Beginning Stores - Q2 FY2013 1,572 New 1 Acquired 1 Closed (6) Beginning Stores - Q3 FY2013 1,568 New 1 Closed (7) Beginning Stores - Q4 FY2013 1,562 New 2 Rebuilt 1 Acquired 1 Closed (18) Ending Stores - FY2013 1,548 (1) (1) Charlotte Motor Speedway store

Capital Structure And Liquidity ($ millions) Slide 16 (1) Cash and cash equivalents plus revolver availability. (1) As of 9/27/12 As of 9/26/13 Cash 89.2$ 57.2$ Debt: Revolver - - Term Loan 255.0 253.1 Notes 250.0 250.0 Convertible Notes 61.3 - Other - - Lease Finance Obligations 453.9 445.0 Total debt 1,020.2$ 948.1$ Shareholder's equity 324.6 323.7 Total capitalization 1,344.8$ 1,271.8$ Net debt 931.0$ 890.9$ Total Liquidity as of 9/26/13: 187.6$

Fiscal 2014 Outlook Slide 17 (1) Fiscal 2014 guidance assumes closure of approximately 40 stores. Q1 FY13 Q1 FY14 Guidance(1) FY13 FY14 Guidance(1) Actual Low High Actual Low High Merchandise sales ($B) $0.429 $0.435 $0.440 $1.80 $1.83 $1.86 Merchandise gross margin 34.3% 33.3% 33.8% 34.0% 33.7% 34.1% Retail fuel gallons (B) 0.427 0.402 0.408 1.71 1.61 1.64 Retail fuel margin per gallon $0.114 $0.095 $0.105 $0.115 $0.110 $0.130 Store operating and general and administrative expenses ($M) $147 $150 $154 $609 $611 $621 Depreciation & amortization ($M) $29 $28 $29 $118 $110 $115 Effective corporate tax rate 39.9% 35.0% 38.0% 65.8% 38.0% 39.0% Interest expense ($M) $23 $21 $22 $89 $84 $87 Capital expenditures, net ($M) $18 $25 $28 $85 $95 $110

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Appendix Slide 19  Selected financial data  Use of Non-GAAP measures

Selected Financial Data Slide 20 (1) Fuel margin per gallon represents fuel revenue less cost of product and expenses associated with credit card processing fees and repairs and maintenance on fuel equipment. Fuel margin per gallon as presented may not be comparable to similarly titled measures reported by other companies. ($ thousands) Selected financial data: Adjusted EBITDA $ 49,025 $ 52,805 $ 202,371 $ 210,126 Payments made for lease finance obligations $ 13,078 $ 13,272 $ 51,767 $ 51,797 Merchandise gross profit $ 163,237 $ 162,509 $ 612,131 $ 609,835 Merchandise margin % % % % Retail fuel data: Gallons Margin per gallon (1) $ 0.107 $ 0.095 $ 0.115 $ 0.115 Retail price per gallon $ 3.45 $ 3.5 $ 3.46 $ 3.5 Total fuel gross profit $ 47,826 $ 44,047 $ 199,266 $ 210,317 Comparable store data: Merchandise sales % % % % % Retail fuel gallons % )% )% )% )% Number of stores: End of period Weighted-average store count 1,548 1,578 1,548 1,578 1,557 1,587 1,567 1,611 2.0 3.3 0.9 3.3 (2.5 (2.6 (4.8 (3.1 441,124 454,523 1,708,167 1,811,823 34.3 34.6 34.0 33.7 September 26, 2013 September 27, 2012 September 26, 2013 September 27, 2012 Three Months Ended Fiscal Year Ended

Use of Non-GAAP Measures Adjusted EBITDA Adjusted EBITDA is defined by the Company as net income (loss) before interest expense, net, gain/loss on extinguishment of debt, income taxes, impairment charges and depreciation and amortization. Adjusted EBITDA is not a measure of operating performance or liquidity under generally accepted accounting principles in the United States of America (“GAAP”) and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. The Company has included information concerning Adjusted EBITDA because it believes investors find this information useful as a reflection of the resources available for strategic opportunities including, among others, to invest in the Company’s business, make strategic acquisitions and to service debt. Management also uses Adjusted EBITDA to review the performance of the Company's business directly resulting from its retail operations and for budgeting and compensation targets. Adjusted EBITDA does not include impairment of long-lived assets and other charges. The Company excluded the effect of impairment losses because it believes that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of its remaining assets. Adjusted EBITDA does not include gain/loss on extinguishment of debt because it represents financing activities and is not indicative of the ongoing performance of the Company’s remaining stores. Slide 21

Additional Information Regarding Non-GAAP Measures Any measure that excludes interest expense, gain/loss on extinguishment of debt, depreciation and amortization, impairment charges, or income taxes has material limitations because the Company uses debt and lease financing in order to finance its operations and acquisitions, uses capital and intangible assets in its business and must pay income taxes as a necessary element of its operations. Due to these limitations, the Company uses non-GAAP measures in addition to and in conjunction with results and cash flows presented in accordance with GAAP. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Slide 22

Adjusted EBITDA Slide 23 ($ thousands) Adjusted EBITDA $ 49,025 $ 52,805 $ 202,371 $ 210,126 Impairment charges ) ) ) ) Loss on extinguishment of debt ) ) Interest expense, net ) ) ) ) Depreciation and amortization ) ) ) ) Income tax (expense) benefit Net income (loss) $ 972 $ (4,775 ) $ (3,012 ) $ (2,547 ) Adjusted EBITDA $ 49,025 $ 52,805 $ 202,371 $ 210,126 Loss on extinguishment of debt ) ) Interest expense, net ) ) ) ) Income tax (expense) benefit Stock-based compensation expense Changes in operating assets and liabilities ) Expense (Benefit) for deferred income taxes ) ) ) ) Other Net cash provided by operating activities $ 46,998 $ 28,517 $ 128,111 $ 144,017 Additions to property and equipment, net $ (27,923 ) $ (8,860 ) $ (82,939 ) $ (54,980 ) Acquisitions of businesses, net ) ) Net cash used in investing activities $ (29,144 ) $ (8,860 ) $ (84,662 ) $ (54,980 ) Net cash used in financing activities $ (4,833 ) $ (110,276 ) $ (75,456 ) $ (213,630 ) Net increase (decrease) in cash $ 13,021 $ (90,619 ) $ (32,007 ) $ (124,593 ) (1,221 — (1,723 — 2,019 4,201 6,360 13,397 17,377 (5,495 5,317 6,931 (4,641 (812 (5,697 (2,516 4,389 3,094 5,801 3,007 390 653 2,738 2,823 — (2,993 — (5,532 (21,561 (22,936 (88,779 (84,219 4,389 3,094 5,801 3,007 (21,561 (22,936 (88,779 (84,219 (30,154 (33,231 (117,724 (119,672 (727 (1,514 (4,681 (6,257 — (2,993 — (5,532 2013 September 27, 2012 Three Months Ended Fiscal Year Ended September 26, 2013 September 27, 2012 September 26,