1005210--11/26/2008--SUBURBAN_PROPANE_PARTNERS

related topics

{tax, income, asset}

{gas, price, oil}

{operation, natural, condition}

{debt, indebtedness, cash}

{acquisition, growth, future}

{cost, regulation, environmental}

{condition, economic, financial}

{provision, law, control}

{loss, insurance, financial}

It may be difficult for a third party to acquire us, even if doing so would be beneficial to our Unitholders. Unitholders may not have limited liability in some circumstances. Unitholders may have liability to repay distributions. If we issue additional limited partner interests or other equity securities as consideration for acquisitions or for other purposes, the relative voting strength of each Unitholder will be diminished over time due to the dilution of each Unitholder s interests and additional taxable income may be allocated to each Unitholder. Risks Inherent in our Business Operations Since weather conditions may adversely affect demand for propane, fuel oil and other refined fuels and natural gas, our results of operations and financial condition are vulnerable to warm winters. Sudden increases in the price of propane, fuel oil and other refined fuels and natural gas due to, among other things, our inability to obtain adequate supplies from our usual suppliers, may adversely affect our operating results. Because of the highly competitive nature of the retail propane and fuel oil businesses, we may not be able to retain existing customers or acquire new customers, which could have an adverse impact on our operating results and financial condition. Energy efficiency, general economic conditions and technological advances have affected and may continue to affect demand for propane and fuel oil by our retail customers. Current conditions in the global capital and credit markets, and general economic pressures may adversely affect our financial position and results of operations. Our operating results and ability to generate sufficient cash flow to pay principal and interest on our indebtedness, and to pay distributions to Unitholders, may be affected by our ability to continue to control expenses. The risk of terrorism and political unrest and the current hostilities in the Middle East may adversely affect the economy and the price and availability of propane, fuel oil and other refined fuels and natural gas. Our financial condition and results of operations may be adversely affected by governmental regulation and associated environmental and health and safety costs. We are subject to operating hazards and litigation risks that could adversely affect our operating results to the extent not covered by insurance. If we are unable to make acquisitions on economically acceptable terms or effectively integrate such acquisitions into our operations, our financial performance may be adversely affected. Our tax treatment depends on our status as a partnership for federal income tax purposes. The Internal Revenue Service ( IRS ) could treat us as a corporation, which would substantially reduce the cash available for distribution to Unitholders. A successful IRS contest of the federal income tax positions we take may adversely affect the market for our Common Units, and the cost of any IRS contest will reduce our cash available for distribution to our Unitholders. A Unitholder s tax liability could exceed cash distributions on its Common Units. Ownership of Common Units may have adverse tax consequences for tax-exempt organizations and foreign investors. There are limits on a Unitholder s deductibility of losses. Tax shelter registration could increase the risk of a potential audit by the IRS. The tax gain or loss on the disposition of Common Units could be different than expected. Reporting of partnership tax information is complicated and subject to audits. We treat each purchaser of our Common Units as having the same tax benefits without regard to the actual Common Units purchased. The IRS may challenge this treatment, which could adversely affect the value of the Common Units. Unitholders may have negative tax consequences if we default on our debt or sell assets. The sale or exchange of 50% or more of our Common Units during any twelve-month period will result in a deemed termination (and reconstitution) of the Partnership for federal income tax purposes which would cause Unitholders to be allocated an increased amount of taxable income.

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1005210--11/26/2008--SUBURBAN_PROPANE_PARTNERS_LP