Forward-Looking Statements
This report, including without limitation, our discussion and analysis of our financial condition and results of operations, contains statements that we believe are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 and are intended to enjoy protection under the safe harbor for forward-looking statements provided by that Act. These forward-looking statements generally can be identified by use of phrases such as "believe," "plan," "expect," "anticipate," "intend," "forecast" or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

• SUSS' business strategy and operations and SUSS' conflicts of interest with us;

• Renewal or renegotiation of our long-term distribution contracts with our customers;

• Changes in the price of and demand for the motor fuel that we distribute;

• Our dependence on two principal suppliers;

• Competition in the wholesale motor fuel distribution industry;

• Seasonal trends;

• Increased costs;

• Our ability to make acquisitions;

• Environmental laws and regulations;

• Dangers inherent in the storage of motor fuel; and

• Our reliance on SUSS for transportation services.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
For a full discussion of these and other risks and uncertainties, please refer to the prospectus dated September 19, 2012, as filed with the SEC on September 21, 2012 ("Prospectus"), related to our initial public offering. The list of factors that could affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the date hereof. We anticipate that subsequent events and market developments may cause our estimates to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.

Overview
We are a growth-oriented Delaware limited partnership formed by SUSS to engage in the primarily fee-based wholesale distribution of motor fuels to SUSS and third parties. We closed the initial public offering of our common units, including related restructuring transactions and entry into certain key agreements with SUSS, as more particularly described in the Prospectus relating to our initial public offering on September 25, 2012 (the "IPO").
SUSS operates over 550 retail convenience stores under its proprietary Stripes® convenience store brand, primarily in growing Texas markets. Stripes® is the largest independent chain of convenience stores in Texas based on store count and retail motor fuel volumes sold. Our business is integral to the success of SUSS' retail operations, and upon the completion of this offering, SUSS will purchase all of its motor fuel from us. For the three and nine months ended September 30, 2012, we distributed 247.6 million and 729.4 million gallons, respectively, of motor fuel to Stripes® convenience stores and SUSS' consignment locations, and 119.8 million and 358.3 million gallons, respectively, of motor fuel to other third party customers. We believe we are the largest independent motor fuel distributor by gallons in Texas, and among the largest distributors of Valero and Chevron branded motor fuel in the United States. In addition to distributing motor fuel, we also distribute other petroleum products such as propane and lube oil, and we receive rental income from real estate that we lease or sublease. We purchase motor fuel primarily from independent refiners and major oil companies and distribute it throughout Texas and in Louisiana, New Mexico and Oklahoma to:
• Stripes® convenience stores, pursuant to a ten-year motor fuel distribution agreement with SUSS, which we refer to as the SUSS Distribution Contract;

• over 80 other independently operated consignment locations where SUSS sells motor fuel to retail customers, also pursuant to the SUSS Distribution Contract;

• over 480 convenience stores and retail fuel outlets operated by independent operators, which we refer to as "dealers," pursuant to long-term distribution agreements; and

• over 1,300 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.

We entered into several agreements with SUSS concurrent with our IPO. See Note 15 to our Consolidated Financial Statements for information regarding related party transactions.

Factors Affecting Comparability of our Financial Results The Partnership's future results of operations may not be comparable to the Predecessor's historical results of operations for the reasons described below:
Revenues and Gross Profits. Our assets have historically been a part of the integrated operations of SUSS, and our Predecessor distributed motor fuel and other petroleum products to SUSS without any profit margin. Accordingly, the revenues and gross profits in our Predecessor's historical consolidated financial statements do not include the markup on fuel sold to SUSS. In addition, our Predecessor's results of operations included results from consignment contracts that were retained by SUSS following the completion of the IPO.
General and Administrative Expenses. Our Predecessor's general and administrative expenses included direct charges for the management of its operations as well as certain expenses allocated from SUSS for general corporate services. These expenses were charged, or allocated, to our Predecessor based on the nature of the expenses. The Partnership continues to incur charges for the management of the operations contributed to the Partnership as well as an allocation for general corporate services. We also expect to incur additional incremental general and administrative expenses as a result of being a separate publicly-traded partnership.

Other Operating Expenses and Depreciation, Amortization and Accretion. Our Predecessor's other operating expenses and depreciation, amortization and accretion include direct charges related to consignment operations not contributed to the Partnership.

Key Operating Metrics
The following table sets forth, for the periods indicated, information
concerning key measures we rely on to gauge our operating performance.
Historical results include our Predecessor's results of operations. See table
below for a disaggregation of results between our Predecessor (prior to
September 25, 2012) and the Partnership (beginning September 25, 2012). The
following information is intended to provide investors with a reasonable basis
for assessing our historical operations, but should not serve as the only
criteria for predicting our future performance.

                                                     Three Months Ended                           Nine Months Ended
                                            September 30,          September 30,          September 30,        September 30,
                                                2011                   2012                   2011                  2012
                                             Predecessor                                   Predecessor
                                           (dollars and gallons in thousands, except motor fuel pricing and gross profit per
                                                                                gallon)
Revenues:
Motor fuel sales to third parties        $        397,200       $        458,816       $      1,145,631       $    1,364,361
Motor fuel sales to affiliates                    590,538                647,301              1,699,206            1,894,471
Rental income                                       1,367                  1,359                  4,101                4,078
Other income                                        2,758                  2,140                  6,001                5,871
Total revenue                            $        991,863       $      1,109,616       $      2,854,939       $    3,268,781
Gross profit:
Motor fuel gross profit to third parties $          7,721       $          9,330       $         24,009       $       28,010
Motor fuel gross profit to affiliates                   -                    469                      -                  471
Rental income                                       1,367                  1,359                  4,101                4,078
Other                                               2,448                  1,671                  4,449                4,332
Total gross profit                       $         11,536       $         12,829       $         32,559       $       36,891
Net income                               $          3,137       $          3,618       $          8,524       $        8,994
Adjusted EBITDA(1)                       $          6,552       $          7,686       $         17,783       $       20,128
Distributable cash flow (1)              $              -       $            644       $              -       $          644
Operating Data:
Total motor fuel gallons sold:
 Affiliated gallons                               200,953                219,514                585,614       $      644,763
 Third-party dealers and other
commercial customers                              129,950                147,848                379,028              442,995
Average wholesale selling price per
gallon                                   $           2.98       $           3.01       $           2.95       $         3.00
Motor fuel gross profit cents per gallon
(2):
Third-party                                          5.94 ˘                 6.31 ˘                 6.33 ˘               6.32 ˘
Affiliated                                           0.00 ˘                 0.21 ˘                 0.00 ˘               0.07 ˘
Volume-weighted average for all gallons              2.33 ˘                 2.67 ˘                 2.49 ˘               2.62 ˘

(1) We define EBITDA as net income before net interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. We define distributable cash flow as Adjusted EBITDA less cash interest expense, cash state franchise tax expense, maintenance capital expenditures, and other non-cash adjustments. Adjusted EBITDA and distributable cash flow are not financial measures calculated in accordance with GAAP. Distributable cash flow for the three and nine months ended September 30, 2012 does not include results related to our Predecessor prior to September 25, 2012.

(2) For the historical periods presented, other than the six-day period from the completion of the Partnership's IPO September 25, 2012 through September 30, 2012, affiliated sales only include sales to Stripes® convenience stores, for which our Predecessor historically received no margin, and third-party motor fuel sales and gross profit cents per gallon includes the motor fuel sold directly to independently operated consignment locations, as well as sales to third-party dealers and other commercial customers. Following the IPO we sell fuel to SUSS for both Stripes® convenience stores and SUSS'

independently operated consignment locations at a fixed profit margin of three cents per gallon. As a result, volumes sold to consignment locations are included in the calculation of third-party motor fuel gross profit cents per gallon in the historical operating data prior to September 25, 2012, and in the calculation of affiliated motor fuel gross profit cents per gallon, in the historical data beginning September 25, 2012 and in the full periods presented in the pro forma operating data.
We believe EBITDA, Adjusted EBITDA and distributable cash flow are useful to investors in evaluating our operating performance because:
• they are used as performance and/or liquidity measures under our revolving credit facility;

• securities analysts and other interested parties use such calculations as a measure of financial performance, ability to make distributions to our unitholders and debt service capabilities;

• they are used by our management for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures.

EBITDA, Adjusted EBITDA and distributable cash flow are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as measures of operating performance or to cash flows from operating activities as a measure of liquidity. EBITDA, Adjusted EBITDA and distributable cash flow have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:
• they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• they do not reflect changes in, or cash requirements for, working capital;

• they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

• because not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies.

The following table presents a reconciliation of net income (loss) to EBITDA, and Adjusted EBITDA:

                                                 Three Months Ended                       Nine Months Ended
                                         September 30,        September 30,       September 30,       September 30,
                                              2011                2012                2011                2012
                                          Predecessor                              Predecessor
                                                                       (in thousands)
Net income                             $      3,137         $         3,618     $         8,524     $         8,994
Depreciation, amortization and
accretion                                     1,480                   2,016               3,963               5,793
Interest expense, net                            87                     113                 246                 293
Income tax expense                            1,778                   1,739               4,837               4,813
EBITDA                                        6,482                   7,486              17,570              19,893
Non-cash stock-based compensation                 -                       6                   -                   6
Loss on disposal of assets and
impairment charge                                70                     194                 213                 229
Other miscellaneous expense                       -                       -                   -                   -
Adjusted EBITDA                        $      6,552         $         7,686     $        17,783     $        20,128

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

                                                         Nine Months Ended
                                                  September 30,     September 30,
                                                      2011              2012
                                                   Predecessor
                                                          (in thousands)
Net cash provided by operating activities        $       1,801     $      25,912
Changes in operating assets and liabilities             11,446            (8,608 )
Amortization of deferred financing fees                      -                (6 )
Loss on disposal of assets and impairment charge          (213 )            (229 )
Non-cash stock-based compensation                            -                (6 )
Deferred income tax                                       (547 )          (2,276 )
Interest expense, net                                      246               293
Income tax expense                                       4,837             4,813
EBITDA                                                  17,570            19,893
Non-cash stock-based compensation                            -                 6
Loss on disposal of assets and impairment charge           213               229
Other miscellaneous                                          -                 -
Adjusted EBITDA                                  $      17,783     $      20,128

The following table is a summary of our results of operations for the three ended September 30, 2012, disaggregated for the periods proceeding and following our IPO:

                                                                                       Three Months
                                              Susser Petroleum                            Ended
                                                Company LLC       Susser Petroleum    September 30,
                                                Predecessor         Partners LP            2012
                                             Through September          From
                                                  24, 2012         September 25,
                                                                        2012
                                                                  (in thousands)
Revenues:
Motor fuel sales to third parties            $        434,436     $       24,380     $      458,816
Motor fuel sales to affiliates                        601,485             45,816            647,301
Rental income                                           1,304                 55              1,359
Other income                                            2,033                107              2,140
Total revenue                                       1,039,258             70,358          1,109,616
Gross profit:
Motor fuel gross profit to third parties                8,998                332              9,330
Motor fuel gross profit to affiliates                       3                466                469
Rental income                                           1,304                 55              1,359
Other                                                   1,626                 45              1,671
Total gross profit                                     11,931                898             12,829
Net income                                   $          3,044     $          574     $        3,618
Adjusted EBITDA(1)                           $          7,020     $          666     $        7,686
Distributable cash flow (1)                                       $          644

(1) Reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow:

                                                   Susser Petroleum
                                                     Company LLC           Susser Petroleum        Three Months Ended
                                                     Predecessor              Partners LP          September 30, 2012
                                                  Through September              From
                                                       24, 2012           September 25, 2012
                                                                             (in thousands)
Net income                                       $            3,044     $            574          $             3,618
Depreciation, amortization and accretion                      1,958                   58                        2,016
Interest expense, net                                            89                   24                          113
Income tax expense                                            1,735                    4                        1,739
EBITDA                                                        6,826                  660                        7,486
Non-cash stock-based compensation                                 -                    6                            6
Loss on disposal of assets and impairment charge                194                    -                          194
Other miscellaneous expense                                       -                    -                            -
Adjusted EBITDA                                  $            7,020                  666          $             7,686
Cash interest expense                                                                (18 )
State franchise tax expense (cash)                                                    (4 )
Maintenance capital expenditures                                                       -
Distributable cash flow                                                 $            644

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011
The following discussion of results for third quarter 2012 compared to third quarter 2011 reflects the combined results of our Predecessor through September 24, 2012, and SUSP results beginning September 25, 2012. As such, the three months ended September 2011 include only the historical results of our Predecessor. The three months ended September 2012 include the historical results of our Predecessor for 86 days and six days of SUSP operations. The Partnership's future results of operations may not be comparable to the Predecessor's historical results of operations, as further discussed in "Factors Affecting Comparability of our Financial Results" and "Pro Forma Results of Operations."
Revenue. Total revenue for the third quarter of 2012 was $1.1 billion, an increase of $117.8 million, or 11.9%, from the third quarter of 2011. Motor fuel sales to third parties increased $61.6 million, or 15.5%. Of this increase, $6.9 million was driven by a 1.5% increase in the wholesale selling price per gallon of motor fuel, and $54.7 million was due to a 13.8% increase in gallons sold to third parties. Motor fuel sales to affiliates increased $56.8 million, or 9.6%, from the third quarter of 2011. This increase consisted of $2.2 million related to a 0.3% increase in the wholesale selling price of motor fuel and $54.5 million related to a 9.2% increase in gallons sold to affiliates.
Cost of Sales and Gross Profit. Gross profit for the third quarter of 2012 was $12.8 million, an increase of $1.3 million, or 11.2%, over the third quarter of 2011. Gross profit on motor fuel sales to third parties increased $1.4 million attributable to the 13.8% increase in gallons sold to third parties as well as a 3.9% increase in third-party gross profit cents per gallon. The sales price of motor fuel sold to third parties increased by 4.7 cents per gallon while the cost of fuel increased 4.4 cents per gallon, resulting in an increase of 0.2 cents gross profit per gallon. The Predecessor sold motor fuel to affiliates at cost, resulting in no gross profit on motor fuel sales to affiliates. SUSP sold fuel to affiliates at a gross profit of approximately 3.0 cents per gallon, resulting in $0.5 million gross profit for the six days of SUSP operations. Total Operating Expenses. For the third quarter of 2012, general and administrative expenses, or G&A expenses, increased by $0.5 million, or 17.9%, from 2011. The increase in G&A was primarily attributable to increased cost of salaries, bonus and benefits related to annual compensation increases and headcount additions during 2012. Other operating expenses decreased $0.3 million, or 21.2%, due primarily to $0.4 million for a recovery related to a legal settlement in the third quarter of 2012. Depreciation, amortization and accretion expense for the third quarter of 2012 of $2.0 million was up $0.5 million, or 36.3%, from 2011 due to depreciation and amortization on additional capital investments, including the acquisition of 121 dealer distribution agreements made in the fourth quarter of 2011.
Income Tax Expense. Income tax expense was flat at $1.8 million for both the third quarter of 2011 and 2012. The effective tax rate for the third quarter of 2011 was 36.2% compared to 32.5% for the third quarter of 2012. The Predecessor was a taxable entity and was included in SUSS' income tax returns. SUSP, as a pass through entity, is not subject to income tax, but is subject to Texas franchise tax.

Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011 . . .