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): July 30, 2014

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 July 30, 2014, The Pantry, Inc. issued a press release and presentation announcing, among other things, the results for its third fiscal quarter ended June 26, 2014. The press release and presentation are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are 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 and presentation attached as Exhibit 99.1 and 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 July 30, 2014

99.2         The Pantry, Inc. Earnings Call Presentation dated July 30, 2014

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: July 30, 2014

EXHIBIT INDEX

Exhibit No.Description

99.1         Press Release dated July 30, 2014

99.2         The Pantry, Inc. Earnings Call Presentation dated July 30, 2014

EX-99.1

Exhibit 99.1

Contact: Clyde Preslar

(919) 774-6700

THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS

Cary, North Carolina, July 30, 2014 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal third quarter ended June 26, 2014.

Third Quarter Summary:

• Net income was $14.0 million or $0.61 per diluted share. This compares to net income of $5.9 million or $0.26 per diluted share in last year's third quarter. Excluding the impact of impairment charges, net income for the third quarter of fiscal 2014 was $14.7 million, or $0.64 per diluted share, compared to net income of $6.4 million, or $0.28 per diluted share, in the prior year (see reconciliation below).

• Adjusted EBITDA was $71.2 million, up from $65.3 million a year ago (see reconciliation below).

• Comparable store merchandise revenue increased 2.3%.

• Merchandise gross margin improved to 33.9% from 33.8%.

• Fuel gross profit increased to $54.9 million from $53.8 million a year ago as retail fuel margin per gallon increased to $0.129 from $0.123 in the prior year quarter. Comparable store fuel gallons sold declined 2.3%.

• Store operating and general and administrative expenses were $148.0 million compared to $149.4 million a year ago. Favorable adjustments to our self-insurance reserves for workers compensation and general liability were $4.3 million this year, $1.7 million less than the adjustment in the third quarter of fiscal 2013.

• The effective tax rate for the third quarter of fiscal 2014 was 34.8% compared to 54.9% in the third quarter of fiscal 2013.

• Store portfolio activity during the third quarter of fiscal 2014 included rebuilding one store (replacing an older store with a new, large-format store), adding four new QSRs and closing seven stores.

President and Chief Executive Officer Dennis G. Hatchell said, "Our solid third quarter results reflect continuing progress as we grew merchandise and fuel gross profit while controlling expenses. Improved merchandising effectiveness drove a 2.3% increase in comparable store merchandise sales, with sales per customer up 3.9%. Overall fuel performance was also encouraging as our balanced approach led to further sequential quarterly improvement in comparable store fuel gallons sold. Our team is focused on achieving strong fourth quarter results and positioning the company for further growth in fiscal 2015.”

Fiscal 2014 Outlook

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

	Q4 FY13	Q4 FY14 Guidance(1)		FY13	FY14 Guidance(1)
	Actual	Low	High	Actual	Low	High
Merchandise sales ($B)	$0.476	$0.479	$0.489	$1.80	$1.83	$1.84
Merchandise gross margin	34.3%	33.7%	34.2%	34.0%	33.8%	33.9%
Retail fuel gallons (B)	0.441	0.417	0.427	1.71	1.64	1.65
Retail fuel margin per gallon	$0.107	$0.110	$0.140	$0.115	$0.116	$0.124
Store operating and general and administrative    expenses ($M)	$162	$156	$159	$609	$609	$612
Depreciation & amortization ($M)	$30	$27	$29	$118	$112	$114
Effective corporate tax rate	128.4%	30.0%	32.0%	65.8%	30.0%	32.0%
Interest expense ($M)	$22	$21	$22	$89	$85	$86
Capital expenditures, net ($M)	$29	$17	$27	$85	$90	$100

⁽¹⁾ Fiscal 2014 guidance assumes closure of approximately 30 stores.

Conference Call

Interested parties are invited to listen to the second quarter earnings conference call scheduled for Wednesday, July 30, 2014 at 8:30 a.m. Eastern Time. The call will be broadcast live over the Internet and will be accessible through the Investor's 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's section of the Company's 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, 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 for the three months ended June 26, 2014 excluding the after-tax impact of non-cash charges related to impairment. 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 July 30, 2014, the Company operated 1,525 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 financial condition and performance, including 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, the remodeling of our existing stores and store closures. 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 new store sites and 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 July 30, 2014. 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						Nine Months Ended
	June 26, 2014			June 27, 2013			June 26, 2014			June 27, 2013
Revenues:
Merchandise	$	484,522		$	476,596		$	1,351,384		$	1,324,393
Fuel	1,534,603			1,516,055			4,239,021			4,475,682
Total revenues	2,019,125			1,992,651			5,590,405			5,800,075
Costs and operating expenses:
Merchandise cost of goods sold	320,202			315,741			894,526			875,499
Fuel cost of goods sold	1,479,682			1,462,222			4,092,868			4,324,242
Store operating	123,385			123,275			376,917			371,808
General and administrative	24,623			26,078			76,278			75,179
Impairment charges	1,082			776			2,818			3,955
Depreciation and amortization	27,259			29,446			84,894			87,570
Total costs and operating expenses	1,976,233			1,957,538			5,528,301			5,738,253
Income from operations	42,892			35,113			62,104			61,822
Interest expense	21,398			21,959			64,081			67,218
Income (loss) before income taxes	21,494			13,154			(1,977		)	(5,396		)
Income tax expense (benefit)	7,473			7,216			(546		)	(1,412		)
Net income (loss)	$	14,021		$	5,938		$	(1,431	)	$	(3,984	)
Income (loss) per diluted share:
Income (loss) per diluted share	$	0.61		$	0.26		$	(0.06	)	$	(0.18	)
Weighted average and potential dilutive shares outstanding	23,011			22,896			22,853			22,673
Selected financial data:
Adjusted EBITDA	$	71,233		$	65,335		$	149,816		$	153,347
Payments made for lease finance obligations	$	13,160		$	13,047		$	39,638		$	38,689
Merchandise gross profit	$	164,320		$	160,855		$	456,858		$	448,894
Merchandise margin	33.9		%	33.8		%	33.8		%	33.9		%
Retail fuel data:
Gallons	420,152			432,096			1,222,298			1,267,043
Margin per gallon (1)	$	0.129		$	0.123		$	0.118		$	0.118
Retail price per gallon	$	3.59		$	3.45		$	3.41		$	3.47
Total fuel gross profit	$	54,921		$	53,833		$	146,153		$	151,440
Comparable store data:
Merchandise sales %	2.3		%	1.3		%	2.7		%	0.5		%
Retail fuel gallons %	(2.3		)%	(4.4		)%	(3.1		)%	(5.7		)%
Number of stores:
End of period	1,527			1,562			1,527			1,562
Weighted-average store count	1,532			1,567			1,538			1,571

⁽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)
	June 26, 2014		September 26, 2013
ASSETS
Cash and cash equivalents	$	50,005	$	57,168
Receivables	67,815		64,936
Inventories	148,291		132,229
Prepaid expenses and other current assets	19,769		19,120
Deferred income taxes	20,418		18,698
Total current assets	306,298		292,151
Property and equipment, net	878,192		902,796
Goodwill and other intangible assets	440,712		440,982
Other noncurrent assets	83,086		79,297
Total assets	$	1,708,288	$	1,715,226
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	$	2,550	$	2,550
Current maturities of lease finance obligations	11,468		11,018
Accounts payable	156,760		153,693
Other accrued liabilities	109,261		114,400
Total current liabilities	280,039		281,661
Long-term debt	496,775		498,414
Lease finance obligations	425,878		434,022
Deferred income taxes	61,129		59,182
Deferred vendor rebates	9,250		10,152
Other noncurrent liabilities	111,390		108,096
Total shareholders' equity	323,827		323,699
Total liabilities and shareholders' equity	$	1,708,288	$	1,715,226

The Pantry, Inc.
Reconciliation of Non-GAAP Financial Measures
(In thousands)
	Three Months Ended						Nine Months Ended
	June 26, 2014			June 27, 2013			June 26, 2014			June 27, 2013
Adjusted EBITDA	$	71,233		$	65,335		$	149,816		$	153,347
Impairment charges	(1,082		)	(776		)	(2,818		)	(3,955		)
Interest expense	(21,398		)	(21,959		)	(64,081		)	(67,218		)
Depreciation and amortization	(27,259		)	(29,446		)	(84,894		)	(87,570		)
Income tax (expense) benefit	(7,473		)	(7,216		)	546			1,412
Net income (loss)	$	14,021		$	5,938		$	(1,431	)	$	(3,984	)
Adjusted EBITDA	$	71,233		$	65,335		$	149,816		$	153,347
Interest expense	(21,398		)	(21,959		)	(64,081		)	(67,218		)
Income tax (expense) benefit	(7,473		)	(7,216		)	546			1,412
Stock-based compensation expense	620			623			2,349			2,348
Changes in operating assets and liabilities	12,096			19,147			(14,958		)	(12,060		)
Provision for deferred income taxes	7,817			7,421			56			(1,056		)
Other	1,031			1,567			3,755			4,340
Net cash provided by operating activities	$	63,926		$	64,918		$	77,483		$	81,113
Additions to property and equipment, net	$	(20,303	)	$	(19,658	)	$	(72,528	)	$	(55,016	)
Acquisitions of businesses, net	—			—			—			(502		)
Net cash used in investing activities	$	(20,303	)	$	(19,658	)	$	(72,528	)	$	(55,518	)
Net cash used in financing activities	$	(3,312	)	$	(10,104	)	$	(12,118	)	$	(70,623	)
Net increase (decrease) in cash	$	40,311		$	35,156		$	(7,163	)	$	(45,028	)

	Three Months Ended
	June 26, 2014									June 27, 2013
	Pre Tax			After Tax			EPS			Pre Tax			After Tax			EPS
Income, as reported	$	21,494		$	14,021		$	0.61		$	13,154		$	5,938		$	0.26
Impairment charges	1,082			664			0.03			776			474			0.02
Income, as adjusted	$	22,576		$	14,685		$	0.64		$	13,930		$	6,412		$	0.28
	Nine Months Ended
	June 26, 2014									June 27, 2013
	Pre Tax			After Tax			EPS			Pre Tax			After Tax			EPS
Loss, as reported	$	(1,977	)	$	(1,431	)	$	(0.06	)	$	(5,396	)	$	(3,984	)	$	(0.18	)
Impairment charges	2,818			1,730			0.08			3,955			2,418			0.11
Income (loss), as adjusted	$	841		$	299		$	0.02		$	(1,441	)	$	(1,566	)	$	(0.07	)

EX-99.2

The Pantry, Inc. Fiscal Year 2014 Third Quarter Earnings Call Wednesday, July 30, 2014 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.

Third Quarter Business Overview and FY14 Outlook  Performance summary  Merchandise trends  Merchandising and brand awareness  Fuel trends  Focus on managing costs and improving productivity  Store upgrades/quick service restaurants (“QSRs”)/new stores  FY14 priorities Slide 3

FY2014 Q3 Summary  Income per share of $0.61 versus income per share of $0.26 in 2013  Adjusted EBITDA(1) of $71.2 million versus $65.3 million in Q3 FY2013  Comparable store merchandise revenue increased 2.3%  Merchandise sales per customer improved 3.9% over last year  Comparable store retail fuel gallons sold declined 2.3%  Retail fuel margins improved to $0.129 per gallon from $0.123 in 2013 (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

Merchandise Trends Slide 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Cigarettes -2.8% -6.4% -3.3% -2.0% -0.7% -2.9% -1.5% Other Packaged Goods 4.3% 0.2% 3.0% 3.8% 5.5% 4.2% 4.0% Packaged Goods 1.6% -2.3% 0.7% 1.8% 3.3% 1.6% 2.1% Proprietary Foodservice 8.6% 3.3% 6.9% 3.3% 6.5% 7.8% 3.2% QSR -1.9% -5.9% -2.4% -0.7% 4.1% 5.8% 7.7% Foodservice 4.2% -0.7% 3.0% 1.7% 5.6% 7.0% 5.0% Services 12.0% 0.7% 9.2% 9.7% 2.1% 3.2% -2.3% Total Comparable Store Merchandise Revenue 2.2% -2.0% 1.3% 2.0% 3.5% 2.3% 2.3% Total Excluding Cigarettes 4.6% 0.1% 3.3% 3.7% 5.4% 4.5% 3.9% Sales Comps FY14FY13

Merchandising and Brand Awareness  Continue to realize benefits from improved price position on cigarettes ̶ Increase traffic ̶ Attachment sales  New programs introduced – Frozen non-carb beverages – Frozen and iced coffee  Expanded categories – Immediate consumption beverage coolers – Grill and condiment program – Hot food and fresh food programs  Assortment enhancements – Other tobacco category – Flavored malt beverages – Reintroduction of the Hostess® brand – “Ready-to-eat” segments of grocery – Ethnic and limited time offers in bakery  Promotional activity – “Buy more, save more” beverage promotions – Summer $1 Roo Deal programs Slide 6

-4.8% -7.9% -4.4% -2.5% -4.0% -3.2% -2.3% Q1 Q2 Q3 Q4 Q1 Q2 Q3 FY2013 FY2014 Quarterly Fuel Gallon Comp Annual Fuel Gallon Comp Fuel Trends Slide 7  FY14 fuel comp performance improving vs FY13 ̶ YTD FY14 @ -3.1%; FY13 -4.8% ̶ Targeting ongoing improvement  Third quarter FY14 CPG 0.6 cents above last year FY13 = 11.5 cpg CPG Fuel Gallon Comp FY13 = -4.8% YTD FY14 = 11.8 cpg YTD FY14 = -3.1%

Focus On Managing Costs And Improving Productivity Slide 8  Store level productivity initiatives  Improved employee training and development – Customer service – Sales growth (e.g. foodservice, in-stock performance, etc.)  G&A cost control  Evaluate remodeled stores ̶ Optimize performance of completed remodels ̶ Minimize disruption during high-traffic period ̶ Refine approach to future investments (capital and expense)

Other Third Quarter Key Activities  Facilities: – Opened four QSR’s (2 Little Caesars, 1 Dairy Queen and 1 Subway)  On track to add 20 QSRs in FY2014  Continued focus on strengthening store portfolio on a market-by-market basis Slide 9

Store Development Activity Slide 10  Recently constructed rebuild store near Fort Bragg, NC complete with military theme to enhance local marketing  Developing pipeline of high quality sites to support accelerated new store growth in high potential markets

FY14 Priorities Slide 11  Hire, train and develop the best and most energized people  Implementation of merchandising programs and increasing store traffic  Increasing the traffic to our stores  Optimize remodel and QSR programs as we look to resume remodels in fiscal 2015  Balance fuel profitability while stabilizing market share  Improve productivity and control costs  Continue market-by-market analysis and new store site identification to support future growth

Third Quarter Financial Review Slide 12  Financial summary  Financial details  Capital expenditures  Store count  Capital structure and liquidity  Fiscal 2014 outlook

Third Quarter Financial Summary ($ millions except per share data) Slide 13 (1) Includes impairment charges of $0.8 million and $1.1 million in 2013 and 2014, 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. 2013 2014 Percent Change Total revenues $ 1,992.7 $ 2,019.1 1.3% Total costs and operating expenses (1) 1,957.6 1,976.2 1.0% Income from operations $ 35.1 $ 42.9 22.2% Interest expense 22.0 21.4 -2.7% Loss before income taxes $ 13.2 $ 21.5 62.9% Income tax expense 7.2 7.5 4.2% Net Loss $ 5.9 $ 14.0 137.3% Earnings per share $ 0.26 $ 0.61 134.6% Adjusted EBITDA(2) $ 65.3 71.2$ 9.0% Third Quarter

Third Quarter Financial Details ($ millions) Slide 14 2013 2014 Percent Change Merchandise revenue $ 476.6 $ 484.5 1.7% Fuel revenue 1,516.1 1,534.6 1.2% Total revenues $ 1,992.7 $ 2,019.1 1.3% Merchandise cost of goods sold $ 315.7 $ 320.2 1.4% Fuel cost of goods sold 1,462.2 1,479.7 1.2% Store operating 123.3 123.4 0.1% General and administrative 26.1 24.6 -5.7% Impairment charges 0.8 1.1 37.5% Depreciation and amortization 29.4 27.3 -7.1% Income from operations $ 35.1 $ 42.9 22.2% Selected financial data: Comparable store merchandise sales % 1.3% 2.3% Weighted-average store count 1,567 1,532 Merchandise margin 33.8% 33.9% Comparable store retail fuel gallons % -4.4% -2.3% Retail fuel margin per gallon $ 0.123 $ 0.129 Third Quarter

FY2014 Capital Expenditures ($ millions) Slide 15 Q3 YTD Q3 YTD Q3 YTD Capital expenditures 21.1$ 58.7$ 21.3$ 76.1$ 0.2$ 17.4$ Proceeds from asset dispositions (1.4) (3.7) (1.0) (3.6) 0.4$ 0.1$ Capital expenditures, net 19.7$ 55.0$ 20.3$ 72.5$ 0.6$ 17.5$ 2013 2014 Change

Store Count Summary Slide 16 Ending Stores - FY2013 1,548 New 1 Closed (11) Ending Stores - Q1 FY2014 1,538 Closed (4) Ending Stores - Q2 FY2014 1,534 Closed (7) Ending Stores - Q3 FY2014 1,527

6/27/2013 6/26/2014 Cash 44.1$ 50.0$ Debt: Revolver - - Term loan 251.5 249.3 Notes 250.0 250.0 Lease finance obligations 446.8 437.3 Total Debt 948.3$ 936.6$ Shareholder's equity 322.4 323.8 Total capitalization 1,270.70$ 1,260.40$ Net debt 904.2$ 886.6$ Total liquidity as of 6/26/14(1) 190.1$ Capital Structure And Liquidity ($ millions) Slide 17 (1) Cash and cash equivalents plus revolver availability.

Fiscal 2014 Outlook Slide 18 (1) Fiscal 2014 guidance assumes closure of approximately 30 stores. Q4 FY13 FY13 Actual Low High Actual Low High Merchandise sa les ($B) $0.476 $0.479 $0.489 $1.80 $1.83 $1.84 Merchandise gross margin 34.3% 33.7% 34.2% 34.0% 33.8% 33.9% Retai l fuel ga l lons (B) 0.441 0.417 0.427 1.71 1.64 1.65 Retai l fuel margin per ga l lon $0.107 $0.110 $0.140 $0.115 $0.116 $0.124 Store operating and general and adminis trative expenses ($M) Depreciation & amortization ($M) $30 $27 $29 $118 $112 $114 Effective corporate tax rate 128.4% 30.0% 32.0% 65.8% 30.0% 32.0% Interest expense ($M) $22 $21 $22 $89 $85 $86 Capita l expenditures , net ($M) $29 $17 $27 $85 $90 $100 Q4 FY14 Guidance(1) FY14 Guidance(1) $162 $156 $159 $609 $609 $612

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Appendix Slide 20  Selected financial data  Use of Non-GAAP measures

Selected Financial Data Slide 21 ($ thousands, except per share amounts) Revenues: Merchandise $ 476,596 $ 484,522 $ 1,324,393 $ 1,351,384 Fuel Total revenues Costs and operating expenses: Merchandise cost of goods sold Fuel cost of goods sold Store operating General and administrative Impairment charges Depreciation and amortization Total costs and operating expenses Income from operations Interest expense Income (loss) before income taxes Income tax expense (benefit) Net income (loss) $ 5,938 $ 14,021 $ (3,984) $ (1,431) Income (loss) per diluted share: Income (loss) per diluted share $ 0.26 $ 0.61 $ (0.18) $ (0.06) Diluted shares outstanding Three Months Ended Nine Months Ended June 26, 2013 2014 2013 2014 June 27, June 26, June 27, 1,992,651 2,019,125 5,800,075 5,590,405 1,516,055 1,534,603 4,475,682 4,239,021 123,275 123,385 371,808 376,917 26,078 24,623 75,179 76,278 315,741 320,202 875,499 894,526 1,462,222 1,479,682 4,324,242 4,092,868 1,957,538 1,976,233 5,738,253 5,528,301 35,113 42,892 61,822 62,104 776 1,082 3,955 2,818 29,446 27,259 87,570 84,894 13,154 21,494 (5,396) (1,977) 21,959 21,398 67,218 64,081 22,896 23,011 22,673 22,853 7,216 7,473 (1,412) (546)

Selected Financial Data Slide 22 (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, except per gallon) Selected financial data: Adjusted EBITDA $ 65,335 $ 71,233 $ 153,347 $ 149,816 Payments made for lease finance obligations $ 13,047 $ 13,160 $ 38,689 $ 39,638 Merchandise gross profit $ 160,855 $ 164,320 $ 448,894 $ 456,858 Merchandise margin Retail fuel data: Gallons Margin per gallon (1) $ 0.123 $ 0.129 $ 0.118 $ 0.118 Retail price per gallon $ 3.45 $ 3.59 $ 3.47 $ 3.41 Total fuel gross profit $ 53,833 $ 54,921 $ 151,440 $ 146,153 Comparable store data: Merchandise sales % Retail fuel gallons % Number of stores: End of period Weighted-average store count 1,567 1,532 1,571 1,538 1,562 1,527 1,562 1,527 (4.4%) (2.3%) (5.7%) (3.1%) 1.3% 2.3% 0.5% 2.7% 432,096 420,152 1,267,043 1,222,298 33.8% 33.9% 33.9% 33.8% June 26, 2013 2014 2013 2014 June 27, June 26, June 27, Three Months Ended Nine Months Ended

Use of Non-GAAP Measures Adjusted EBITDA Adjusted EBITDA is defined by the Company as net income (loss) before interest expense, 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 23

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. Slide 24

Adjusted EBITDA Reconciliation Slide 25 ($ thousands) June 27, June 26, June 27, June 26, 2013 2014 2013 2014 Adjusted EBITDA 65,335$ 71,233$ 153,347$ 149,816$ Impairment charges (776) (1,082) (3,955) (2,818) Interest expense (21,959) (21,398) (67,218) (64,081) Depreciation and amortization (29,446) (27,259) (87,570) (84,894) Income tax (expense) benefit (7,216) (7,473) 1,412 546 Net income (loss) 5,938$ 14,021$ (3,984)$ (1,431)$ Adjusted EBITDA 65,335$ 71,233$ 153,347$ 149,816$ Interest expense (21,959) (21,398) (67,218) (64,081) Income tax (expense) benefit (7,216) (7,473) 1,412 546 Stock-based compensation expense 623 620 2,348 2,349 Changes in operating assets and liabilities 19,147 12,096 (12,060) (14,958) Provision for deferred income taxes 7,421 7,817 (1,056) 56 Other 1,567 1,031 4,340 3,755 Net cash provided by operating activities 64,918$ 63,926$ 81,113$ 77,483$ Additions to property and equipment, net (19,658)$ (20,303)$ (55,016)$ (72,528)$ Acquisitions of businesses, net - - (502) - Net cash used in investing activities (19,658)$ (20,303)$ (55,518)$ (72,528)$ Net cash used in financing activities (10,104)$ (3,312)$ (70,623)$ (12,118)$ Net increase (decrease) in cash 35,156$ 40,311$ (45,028)$ (7,163)$ Three Months Ended Nine Months Ended