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 9, 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 December 9, 2014, The Pantry, Inc. issued a press release and presentation announcing, among other things, the results for its fourth fiscal quarter and fiscal year ended September 25, 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 December 9, 2014

99.2         The Pantry, Inc. Earnings Call Presentation dated December 9, 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: December 9, 2014

EXHIBIT INDEX

Exhibit No.Description

99.1         Press Release dated December 9, 2014

99.2         The Pantry, Inc. Earnings Call Presentation dated December 9, 2014

EX-99.1

Exhibit 99.1

Contact: Clyde Preslar

(919) 774-6700

THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2014 RESULTS

Cary, North Carolina, December 9, 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 fourth quarter and fiscal year ended September 25, 2014.

Fourth Quarter Summary:

• Net income was $14.7 million or $0.63 per diluted share. This compares to net income of $1.0 million or $0.04 per share in last year's fourth quarter. Excluding the impact of impairment charges, net income for the fourth quarter of fiscal 2014 was $15.4 million, or $0.66 per diluted share, compared to net income of $1.4 million, or $0.06 per share, in the prior year (see reconciliation below).

• Adjusted EBITDA was $71.1 million, up from $49.0 million in the prior year quarter.

• Comparable store merchandise revenue increased 2.5%.

• Merchandise gross margin increased to 35.2% from 34.3%. Excluding the adjustment for our last-in, first out (LIFO) merchandise inventory method which was $5.6 million in the fourth quarter of fiscal 2014 versus $2.5 million in the fourth quarter of fiscal 2013, merchandise gross margin increased to 34.0% from 33.8%.

• Fuel gross profit increased to $57.7 million from $47.8 million a year ago as retail fuel margin per gallon increased to $0.133 from $0.107 in the prior year quarter. Comparable store fuel gallons sold declined 2.5%.

• Store operating and general and administrative expenses were $156.6 million compared to $162.0 million a year ago. Favorable actuarial adjustments to our self-insurance reserves were $1.9 million, $700 thousand more than the adjustments in the fourth quarter of fiscal 2013. During the prior year quarter, the company accrued $3.1 million and $1.5 million, respectively, for a litigation matter and strategy consulting costs.

• The effective tax rate for the fourth quarter of fiscal 2014 was 31.6%.

Fiscal Year 2014 Summary:

• Net income was $13.2 million or $0.57 per share. This compares to net loss of $3.0 million or $0.13 per share in the last fiscal year. Excluding the impact of impairment charges, net income for fiscal 2014 was $15.7 million, or $0.68 per diluted share, compared to net loss of $0.1 million, or $0.00 per diluted share, in the prior year (see reconciliation below).

• Adjusted EBITDA was $220.9 million, up from $202.4 million for the prior fiscal year.

• Comparable store merchandise revenue increased 2.6%.

• Merchandise gross margin increased to 34.2% from 34.0%. Excluding adjustments for our last-in, first out (LIFO) method for merchandise inventory which was $4.1 million in fiscal 2014 versus $0.4 million in fiscal 2013, merchandise gross margin declined to 33.9% from 34.0%.

• Fuel gross profit increased to $203.8 million, from $199.3 million a year ago as retail fuel margin per gallon increased to $0.122 from $0.115 a year ago. Comparable store fuel gallons sold declined 2.9%.

• Store operating and general and administrative expenses were $609.8 million compared to $609.0 million a year ago. Favorable adjustments to our self-insurance reserves were $6.2 million, $1.0 million less than the adjustments in fiscal 2013.

• The effective tax rate for fiscal 2014 was 32.0% compared to 65.8% in fiscal 2013 due to an increase in pre-tax income which lessened the impact of work opportunity credits in fiscal 2014 compared to fiscal 2013.

President and Chief Executive Officer Dennis G. Hatchell said, "We were pleased with our fourth quarter as we grew merchandise and fuel gross profit while controlling expenses. Improved merchandising effectiveness and a 4.5% increase in sales per customer drove our 2.5% increase in comparable store merchandise sales. We have now had positive comparable store merchandise sales in 11 out of our last 12 quarters. Overall fuel performance was encouraging as our balanced approach led to an increase in fuel gross profit. Our team is working to build on all of these results in fiscal 2015.”

Fiscal 2015 Outlook

The Company announced the following guidance ranges for its expected performance in fiscal 2015, which is a 52-week fiscal year:

	Q1 FY14	Q1 FY15 Guidance(1)		FY14	FY15 Guidance(1)
	Actual	Low	High	Actual	Low	High
Merchandise sales ($B)	$0.441	$0.448	$0.453	$1.84	$1.85	$1.88
Merchandise gross margin	33.5%	33.4%	33.9%	34.2%	33.9%	34.3%
Retail fuel gallons (B)	0.409	0.414	0.419	1.65	1.63	1.66
Retail fuel margin per gallon	$0.118	$0.150	$0.160	$0.122	$0.118	$0.138
Store operating and general and administrative    expenses ($M)	$154	$152	$156	$610	$622	$632
Depreciation & amortization ($M)	$29	$25	$27	$112	$105	$110
Effective corporate tax rate	39.2%	38.0%	39.0%	32.0%	38.0%	39.0%
Interest expense ($M)	$21	$21	$22	$85	$83	$85
Capital expenditures, net ($M)	$30	$17	$20	$102	$127	$137

⁽¹⁾ Fiscal 2015 guidance assumes closure of approximately 40-50 stores

Conference Call

Interested parties are invited to listen to the fourth quarter earnings conference call scheduled for Tuesday, December 9, 2014 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, 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. 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 9, 2014, the Company operated 1,513 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 and addition of new equipment and products to 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, its store remodel program and the addition of new equipment and products to our existing stores; 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; governmental laws and regulations, including those relating to the environment and the impact of mandated health care laws; and unanticipated legal and other expenses. 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 9, 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						Fiscal Year Ended
	September 25, 2014			September 26, 2013			September 25, 2014			September 26, 2013
Revenues:
Merchandise	$	483,545		$	475,608		$	1,834,929		$	1,800,001
Fuel	1,471,714			1,546,272			5,710,735			6,021,954
Total revenues	1,955,259			2,021,880			7,545,664			7,821,955
Costs and operating expenses:
Merchandise cost of goods sold	313,501			312,371			1,208,027			1,187,870
Fuel cost of goods sold	1,414,051			1,498,446			5,506,919			5,822,688
Store operating	128,999			132,506			505,916			504,315
General and administrative	27,634			29,532			103,912			104,711
Impairment charges	1,153			727			3,971			4,681
Depreciation and amortization	27,346			30,154			112,240			117,724
Total costs and operating expenses	1,912,684			2,003,736			7,440,985			7,741,989
Income from operations	42,575			18,144			104,679			79,966
Other expenses:
Interest expense	21,145			21,561			85,226			88,779
Total other expenses	21,145			21,561			85,226			88,779
Income (loss) before income taxes	21,430			(3,417		)	19,453			(8,813		)
Income tax expense (benefit)	6,775			(4,389		)	6,229			(5,801		)
Net income (loss)	$	14,655		$	972		$	13,224		$	(3,012	)
Earnings (loss) per diluted share:
Earnings (loss) per diluted share	$	0.63		$	0.04		$	0.57		$	(0.13	)
Weighted average and potential dilutive shares outstanding	23,149			22,884			23,004			22,691
Selected financial data:
Adjusted EBITDA	$	71,074		$	49,025		$	220,890		$	202,371
Payments made for lease finance obligations	$	13,161		$	13,078		$	52,799		$	51,767
Merchandise gross profit	$	170,044		$	163,237		$	626,902		$	612,131
Merchandise margin	35.2		%	34.3		%	34.2		%	34		%
Retail fuel data:
Gallons	428,252			441,124			1,650,551			1,708,167
Margin per gallon (1)	$	0.133		$	0.107		$	0.122		$	0.115
Retail price per gallon	$	3.39		$	3.45		$	3.41		$	3.46
Total fuel gross profit	$	57,663		$	47,826		$	203,816		$	199,266
Comparable store data:
Merchandise sales %	2.5		%	2.0		%	2.6		%	0.9		%
Retail fuel gallons %	(2.5		)%	(2.5		)%	(2.9		)%	(4.8		)%
Number of stores:
End of period	1,518			1,548			1,518			1,548
Weighted-average store count	1,524			1,557			1,534			1,567

⁽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 25, 2014		September 26, 2013
ASSETS
Cash and cash equivalents	$	81,652	$	57,168
Receivables	65,666		64,936
Inventories	133,904		132,229
Prepaid expenses and other current assets	17,593		19,120
Deferred income taxes	35,836		26,186
Total current assets	334,651		299,639
Property and equipment, net	873,197		902,796
Goodwill and other intangible assets	440,628		440,982
Other noncurrent assets	85,278		79,297
Total assets	$	1,733,754	$	1,722,714
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	$	2,715	$	2,550
Current maturities of lease finance obligations	11,555		11,018
Accounts payable	149,388		153,693
Other accrued liabilities	104,617		114,400
Total current liabilities	268,275		281,661
Long-term debt	496,063		498,414
Lease finance obligations	423,073		434,022
Deferred income taxes	83,545		66,670
Deferred vendor rebates	8,629		10,152
Other noncurrent liabilities	114,712		108,096
Total shareholders' equity	339,457		323,699
Total liabilities and shareholders' equity	$	1,733,754	$	1,722,714

The Pantry, Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures
(In thousands)
	Three Months Ended						Fiscal Year Ended
	September 25, 2014			September 26, 2013			September 25, 2014			September 26, 2013
Adjusted EBITDA	$	71,074		$	49,025		$	220,890		$	202,371
Impairment charges	(1,153		)	(727		)	(3,971		)	(4,681		)
Interest expense	(21,145		)	(21,561		)	(85,226		)	(88,779		)
Depreciation and amortization	(27,346		)	(30,154		)	(112,240		)	(117,724		)
Income tax (provision) benefit	(6,775		)	4,389			(6,229		)	5,801
Net income (loss)	$	14,655		$	972		$	13,224		$	(3,012	)
Adjusted EBITDA	$	71,074		$	49,025		$	220,890		$	202,371
Interest expense	(21,145		)	(21,561		)	(85,226		)	(88,779		)
Income tax (provision) benefit	(6,775		)	4,389			(6,229		)	5,801
Stock-based compensation expense	973			390			3,322			2,738
Changes in operating assets and liabilities	7,526			17,377			(7,432		)	5,317
Benefit for deferred income taxes	6,490			(4,641		)	6,546			(5,697		)
Other	1,242			2,019			4,997			6,360
Net cash provided by operating activities	$	59,385		$	46,998		$	136,868		$	128,111
Additions to property and equipment, net	$	(24,306	)	$	(27,923	)	$	(96,834	)	$	(82,939	)
Acquisitions of businesses, net	—			(1,221		)	—			(1,723		)
Net cash used in investing activities	$	(24,306	)	$	(29,144	)	$	(96,834	)	$	(84,662	)
Net cash used in financing activities	$	(3,432	)	$	(4,833	)	$	(15,550	)	$	(75,456	)
Net increase (decrease) in cash	$	31,647		$	13,021		$	24,484		$	(32,007	)

	Three Months Ended
	September 25, 2014						September 26, 2013
	Pre Tax		After Tax		EPS		Pre Tax			After Tax			EPS
Income (loss), as reported	$	21,430	$	14,655	$	0.63	$	(3,417	)	$	972		$	0.04
Impairment charges	1,153		708		0.03		727			446			0.02
Income (loss), as adjusted	$	22,583	$	15,363	$	0.66	$	(2,690	)	$	1,418		$	0.06
	Fiscal Year Ended
	September 25, 2014						September 26, 2013
	Pre Tax		After Tax		EPS		Pre Tax			After Tax			EPS
Income (loss), as reported	$	19,453	$	13,224	$	0.57	$	(8,813	)	$	(3,012	)	$	(0.13	)
Impairment charges	3,971		2,438		0.11		4,681			2,874			0.13
Income (loss), as adjusted	$	23,424	$	15,662	$	0.68	$	(4,132	)	$	(138	)	$	—

EX-99.2

The Pantry, Inc. Fiscal Year 2014 Fourth Quarter Earnings Call Tuesday, December 9, 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.

Fourth Quarter Business Overview and FY15 Outlook  Performance summary  Merchandise trends  Merchandising initiatives  Fuel trends  Focus on managing costs and improving productivity  QSR development  Remodel and store development activities  FY15 priorities Slide 3

FY2014 Q4 Summary and Full Year Summary (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 Q4 FY2014 Results Full Year FY2014 Results  Income per diluted share of $0.63 versus $0.04 in 2013  Adjusted EBITDA(1) of $71.1 million versus $49.0 million in Q4 FY2013  Comparable store merchandise revenue increased 2.5%  Merchandise sales per customer improved 4.5% on a comparable basis  Comparable store retail fuel gallons sold declined 2.5%  Retail fuel margins increased $0.026 per gallon to $0.133  Income per diluted share of $0.57 versus loss per share of $0.13 in 2013  Adjusted EBITDA(1) of $220.9 million versus $202.4 million in FY2013  Comparable store merchandise revenue increased 2.6%  Merchandise sales per customer improved 4.0% on a comparable basis  Comparable store retail fuel gallons sold declined 2.9%  Retail fuel margins increased $0.007 per gallon to $0.122

Merchandise Trends Slide 5 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Cigarettes -2.8% -6.4% -3.3% -2.0% -3.6% -0.7% -2.9% -1.5% -0.2% -1.3% Other Packaged Goods 4.3% 0.2% 3.0% 3.8% 2.9% 5.5% 4.2% 4.0% 3.1% 4.2% Packaged Goods 1.6% -2.3% 0.7% 1.8% 0.5% 3.3% 1.6% 2.1% 2.0% 2.3% Proprietary Foodservice 8.6% 3.3% 6.9% 3.3% 5.5% 6.5% 7.8% 3.2% 6.5% 6.0% QSR [1] -1.9% -5.9% -2.4% -0.7% -2.8% 4.1% 5.8% 7.7% 6.9% 6.2% Foodservice 4.2% -0.7% 3.0% 1.7% 2.1% 5.6% 7.0% 5.0% 6.7% 6.1% Services 12.0% 0.7% 9.2% 9.7% 7.8% 2.1% 3.2% -2.3% 1.3% 1.1% Total Comparable Store Merchandise Revenue 2.2% -2.0% 1.3% 2.0% 0.9% 3.5% 2.3% 2.3% 2.5% 2.6% Total Excluding Cigarettes 4.6% 0.1% 3.3% 3.7% 3.0% 5.4% 4.5% 3.9% 3.6% 4.3% Sales Comps FY13 FY14 [1] Includes QSR’s opened/closed in existing stores

Merchandising Initiatives  Increased sales per customer ‒ Suggestive selling – adding one item ‒ Driving “Average Unit Retail”  Cigarette sales continue to benefit store traffic and drive attachment sales  Assortment enhancements ‒ Expanding Cold/Frozen dispensed beverage offering into additional stores ‒ Enhanced Snacks assortment with greater emphasis on premium and healthy items ‒ Introduced new bakery SKUs ‒ Expanded vaping assortment ‒ Adjusted cigar assortment (products, brand, flavors, packs)  Promotional activity ‒ Expanded “Buy more, save more” promotions to additional categories ‒ Launched redesigned Roo Mug program Slide 6

Fuel Trends Slide 7 Year over year CPG improvement ̶ Q4 CPG 2.6 above prior year quarter ̶ Fiscal 2014 CPG 0.7 above fiscal 2013 FY13 = 11.5 cpg CPG Fuel Gallon Comp FY13 = -4.8% FY14 = 12.2 cpg FY14 = -2.9% FY14 fuel comp performance improved vs FY13 ̶ Fiscal 2014 comp gallons -2.9% compared to -4.8% in fiscal 2013 ̶ Balanced approach to fuel performance CP Fu l allon Comp

Focus On Managing Costs And Improving Productivity Slide 8  Accelerated employee training and development programs  Rationalization of 24 hour stores  Streamlined communication channel between store operations and fuel  Prioritized remodel best practices for use in fiscal 2015  Installed cellular back up in 800 stores  Improved safety and claims management

QSR Development  Opened nine Little Caesars during the fourth quarter  Opened 20 QSRs and closed nine underperforming QSRs in FY 2014  Brand approvals in place to allow for approximately 30 additional QSRs in FY 2015  Investment in restaurant operations support - Training - Marketing - Brand development - Store openings Slide 9 Current QSRs: 233 Subway Aunt M’s Little Caesars Dairy Queen Hardees Krystal Other 150 36 19 13 6 5 4 New QSRs

Remodel and Store Development Activities Slide 10  Completed 43 remodels, one new store and one rebuild in FY 2014  Remodel program to include approximately 45-50 stores in FY 2015  Developing pipeline of high quality sites to support accelerated new store growth in high potential markets  Plan to open 8-10 new stores in FY 2015 Winner of 2014 “Convenience Store News” Best Original Design

 Improving our customer experience  Building store traffic and sales per customer  Balancing fuel profitability and stabilizing market share  Upgrading our stores through remodels, QSR additions and new stores  Controlling costs and increasing productivity  Hiring and developing the best and most energized people FY15 Priorities 11

Fourth Quarter Financial Review Slide 12  Financial summary  Financial details  Capital expenditures  Store count  Capital structure and liquidity  Fiscal 2015 outlook

Fourth Quarter Financial Summary ($ millions except per share data) Slide 13 (1) Includes impairment charges of $0.7 million and $1.2 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 $ 2,021.9 $ 1,955.3 -3.3% Total costs and operating expenses (1) 2,003.7 1,912.7 -4.5% Income from operations $ 18.1 $ 42.6 135.4% Interest expense 21.6 21.1 -2.3% Income before income taxes $ (3.4) $ 21.4 NM Income tax (benefit) expense (4.4) 6.8 NM Net Income $ 1.0 $ 14.6 NM Earnings per share $ 0.04 $ 0.63 NM Adjusted EBITDA(2) 49.0$ $ 71.1 45.1% Fourth Quarter

Fourth Quarter Financial Details ($ millions) Slide 14 2013 2014 Percent Change Merchandise revenue $ 475.6 $ 483.5 1.7% Fuel revenue 1,546.3 1,471.7 -4.8% Total revenues $ 2,021.9 $ 1,955.3 -3.3% Merchandise cost of goods sold $ 312.4 $ 313.5 0.4% Fuel cost of goods sold 1,498.4 1,414.1 -5.6% Store operating 132.5 129.0 -2.6% General and administrative 29.5 27.6 -6.4% Impairment charges 0.7 1.2 71.4% Depreciation and amortization 30.2 27.3 -9.6% Income from operations $ 18.1 $ 42.6 135.4% Selected financial data: Comparable store merchandise sales % 2.0% 2.5% Weighted-average store count 1,557 1,524 Merchandise margin 34.3% 35.2% Comparable store retail fuel gallons % -2.5% -2.5% Retail fuel margin per gallon $ 0.107 $ 0.133 Fourth Quarter

Q4 YTD Q4 YTD Q4 YTD Capital expenditures 30.5$ 89.8$ 25.4$ 101.5$ (5.1)$ 11.7$ Proceeds from asset dispositions (1.4) (5.1) (1.5) (5.1) (0.1)$ -$ Capital expenditures, net 29.1$ 84.7$ 23.9$ 96.4$ (5.2)$ 11.7$ 2013 2014 Change FY2014 Capital Expenditures ($ millions) Slide 15

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 Closed (9) Ending Stores - Q4 FY2014 1,518

9/26/2013 9/25/2014 Cash 57.2$ 81.7$ Debt: Revolver - - Term loan 253.1 250.5 Notes 250.0 250.0 Lease finance obligations 445.0 434.6 Total Debt 948.1$ 935.1$ Shareholder's equity 323.7 339.4 Total capitalization 1,271.8$ 1,274.5$ Net debt 890.9$ 853.4$ Total liquidity (1) 187.6$ 221.8$ Capital Structure And Liquidity ($ millions) Slide 17 (1) Cash and cash equivalents plus revolver availability.

Fiscal 2015 Outlook Slide 18 (1) Fiscal 2015 guidance assumes closure of 40-50 stores. Q1 FY14 FY14 Actual Low High Actual Low High Merchandise sa les ($B) $0.441 $0.448 $0.453 $1.84 $1.85 $1.88 Merchandise gross margin 33.5% 33.4% 33.9% 34.2% 33.9% 34.3% Retai l fuel ga l lons (B) 0.409 0.414 0.419 1.65 1.63 1.66 Retai l fuel margin per ga l lon $0.118 $0.150 $0.160 $0.122 $0.118 $0.138 Store operating and general and adminis trative expenses ($M) Depreciation & amortization ($M) $29 $25 $27 $112 $105 $110 Effective corporate tax rate 39.2% 38.0% 39.0% 32.0% 38.0% 39.0% Interest expense ($M) $21 $21 $22 $85 $83 $85 Capita l expenditures , net ($M) $30 $17 $20 $102 $127 $137 Q1 FY15 Guidance(1) FY15 Guidance(1) $154 $152 $156 $610 $622 $632

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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 $ 475,608 $ 483,545 $ 1,800,001 $ 1,834,929 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 O ther expenses: Interest expense Total other expenses Income (loss) before income taxes Income tax expense (benefit) Net income (loss) $ 972 $ 14,655 $ (3,012) $ 13,224 Income (loss) per diluted share: Income (loss) per diluted share $ 0.04 $ 0.63 $ (0.13) $ 0.57 Diluted shares outstanding Three Months Ended Fiscal Year Ended September 25, 2013 2014 2013 2014 September 26, September 25, September 26, 2,021,880 1,955,259 7,821,955 7,545,664 1,546,272 1,471,714 6,021,954 5,710,735 132,506 128,999 504,315 505,916 29,532 27,634 104,711 103,912 312,371 313,501 1,187,870 1,208,027 1,498,446 1,414,051 5,822,688 5,506,919 2,003,736 1,912,684 7,741,989 7,440,985 18,144 42,575 79,966 104,679 727 1,153 4,681 3,971 30,154 27,346 117,724 112,240 21,561 21,561 88,779 85,226 (3,417) 21,430 (8,813) 19,453 21,561 21,145 88,779 85,226 22,884 23,149 22,691 23,004 (4,389) 6,775 (5,801) 6,229

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 $ 49,025 $ 71,074 $ 202,371 $ 220,890 Payments made for lease finance obligations $ 13,078 $ 13,161 $ 51,767 $ 52,799 Merchandise gross profit $ 163,237 $ 170,044 $ 612,131 $ 626,902 Merchandise margin Retail fuel data: Gallons Margin per gallon (1) $ 0.107 $ 0.133 $ 0.115 $ 0.122 Retail price per gallon $ 3.45 $ 3.39 $ 3.46 $ 3.41 Total fuel gross profit $ 47,826 $ 57,663 $ 199,266 $ 203,816 C mparable store data: Merchandise sales % Retail fuel gallons % Number of stores: End of period Weighted-average store count 1,557 1,524 1,567 1,534 1,548 1,518 1,548 1,518 (2.5%) (2.5%) (4.8%) (2.9%) 2.0% 2.5% 0.9% 2.6% 441,124 428,252 1,708,167 1,650,551 34.3% 35.2% 34.0% 34.2% September 25, 2013 2014 2013 2014 September 26, September 25, September 26,

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) September 26, September 25, September 26, September 25, 2013 2014 2013 2014 Adjusted EBITDA 49,025$ 71,074$ 202,371$ 220,890$ Impairment charges (727) (1,153) (4,681) (3,971) Interest expense (21,561) (21,145) (88,779) (85,226) Depreciation and amortization (30,154) (27,346) (117,724) (112,240) Income tax (provision) benefit 4,389 (6,775) 5,801 (6,229) Net income (loss) 972$ 14,655$ (3,012)$ 13,224$ Adjusted EBITDA 49,025$ 71,074$ 202,371$ 220,890$ Interest expense (21,561) (21,145) (88,779) (85,226) Income tax (provision) benefit 4,389 (6,775) 5,801 (6,229) Stock-based compensation expense 390 973 2,738 3,322 Changes in operating assets and liabilities 17,377 7,526 5,317 (7,432) Provision for deferred income taxes (4,641) 6,490 (5,697) 6,546 Other 2,019 1,242 6,360 4,997 Net cash provided by operating activities 46,998$ 59,385$ 128,111$ 136,868$ Additions to property and equipment, net (27,923)$ (24,306)$ (82,939)$ (96,834)$ Acquisitions of businesses, net (1,221) - (1,723) - Net cash used in investing activities (29,144)$ (24,306)$ (84,662)$ (96,834)$ Net cash used in financing activities (4,833)$ (3,432)$ (75,456)$ (15,550)$ Net increase (decrease) in cash 13,021$ 31,647$ (32,007)$ 24,484$ Three Months Ended Fiscal Year Ended