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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended September 26, 2009
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 1-14222
 SUBURBAN PROPANE PARTNERS, L.P.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    22-3410353
(I.R.S. Employer
Identification No.)
 
  Title of each class
Common Units
    
    Name of each exchange on which registered
New York Stock Exchange
  Yes þ No o
 Yes o No þ
 þ o
 Yes o No
o
 *
    
    The registrant has not yet been phased into the interactive data
requirements. þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(do not check if a smaller reporting company)
 o þ
  Documents Incorporated by Reference: None
  Total number of pages (excluding
Exhibits): 140




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##### 



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 INDEX TO ANNUAL REPORT ON FORM 10-K
 PagePART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    11ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    21ITEM 2. PROPERTIES
    
    
    21ITEM 3. LEGAL PROCEEDINGS
    
    
    21ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    22PART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON UNITS, RELATED
UNITHOLDER MATTERS AND ISSUER PURCHASES OF UNITS
    
    
    23ITEM 6. SELECTED FINANCIAL DATA
    
    
    24ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    28ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    47ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    50ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    53ITEM 9A. CONTROLS AND PROCEDURES
    
    
    53ITEM 9B. OTHER INFORMATION
    
    
    54PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND PARTNERSHIP GOVERNANCE
    
    
    55ITEM 11. EXECUTIVE COMPENSATION
    
    
    60ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
    
    
    95ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
    
    
    97ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    98PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    99SIGNATURES
    
    
    100Exhibit 10.6Exhibit 10.8Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1




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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    The impact of weather conditions on the demand for propane, fuel oil and other refined
fuels, natural gas and electricity;
 
    
    Volatility in the unit cost of propane, fuel oil and other refined fuels and natural gas,
the impact of the Partnerships hedging and risk management activities, and the adverse impact
of price increases on volumes as a result of customer conservation;
 
    
    The ability of the Partnership to compete with other suppliers of propane, fuel oil and
other energy sources;
 
    
    The impact on the price and supply of propane, fuel oil and other refined fuels from the
political, military or economic instability of the oil producing nations, global terrorism and
other general economic conditions;
 
    
    The ability of the Partnership to acquire and maintain reliable transportation for its
propane, fuel oil and other refined fuels;
 
    
    The ability of the Partnership to retain customers;
 
    
    The impact of customer conservation, energy efficiency and technology advances on the
demand for propane and fuel oil;
 
    
    The ability of management to continue to control expenses;
 
    
    The impact of changes in applicable statutes and government regulations, or their
interpretations, including those relating to the environment and global warming and other
regulatory developments on the Partnerships business;
 
    
    The impact of changes in tax
regulations that could adversely affect the tax treatment of the
Partnership for federal income tax purposes;
 
    
    The impact of legal proceedings on the Partnerships business;
 
    
    The impact of operating hazards that could adversely affect the Partnerships operating
results to the extent not covered by insurance;
 
    
    The Partnerships ability to make strategic acquisitions and successfully integrate them;
 
    
    The impact of current conditions in the global capital and credit markets, and general
economic pressures; and
 
    
    Other risks referenced from time to time in filings with the Securities and Exchange
Commission (SEC) and those factors listed or incorporated by reference into this Annual
Report under Risk Factors.




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PART I
 
 ITEM 1.
    
    BUSINESS
 Development of Business
 LP/Gas
Magazine
     1




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Our Strategy
  Internal Focus on Driving Operating Efficiencies, Right-Sizing Our Cost Structure and
Enhancing Our Customer Mix.
  2




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Growing Our Customer Base by Improving Customer Retention and Acquiring New Customers. Our Business is Customer
Satisfaction
 Selective Acquisitions of Complementary Businesses or Assets.
 Selective Disposition of Non-Strategic Assets.
 Business Segments
  Propane
  
    
    residential and commercial applications;
 
    
    industrial applications; and
 
    
    agricultural uses.
   3




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Product Distribution and Marketing
      4




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Supply
     Competition
     5




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2007 Sales of Natural Gas Liquids and Liquefied Refinery
Gases LP/Gas Magazine
 Fuel Oil and Refined Fuels
 Product Distribution and Marketing
    Supply
   6




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Competition
  Natural Gas and Electricity
     7




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All Other
   Seasonality
   Trademarks and Tradenames
  Government Regulation; Environmental and Safety Matters
   8




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9




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10




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Employees
  
 ITEM 1A.
    
    RISK FACTORS
 You should carefully consider the specific risk factors set forth below as well as the other
information contained or incorporated by reference in this Annual Report. Some factors in this
section are Forward-Looking Statements See Disclosure Regarding Forward-Looking Statements
above
 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.
   11




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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.
   12




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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 or other
energy producing regions may adversely affect the economy and the price and availability of
propane, fuel oil and other refined fuels and natural gas.
   13




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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.
  The adoption of climate change legislation by Congress could result in increased operating costs
and reduced demand for the products and services we provide.
   14




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The adoption of derivatives legislation by Congress could have an adverse impact on our ability to
hedge risks associated with our business.
  Risks Inherent in the Ownership of Our Common Units
 Cash distributions are not guaranteed and may fluctuate with our performance and other external
factors.
   
    
    the impact of the risks inherent in our business operations, as described above;
 
    
    required principal and interest payments on our debt and restrictions contained in our
debt instruments;
 
    
    issuances of debt and equity securities;
 
    
    our ability to control expenses;
 
    
    fluctuations in working capital;
 
    
    capital expenditures; and
 
    
    financial, business and other factors, a number which will be beyond our control.
  15




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We have substantial indebtedness. Our debt agreements may limit our ability to make distributions
to unitholders, as well as our financial flexibility.
    Unitholders have limited voting rights.
   16




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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.
  
    
    a court or government agency determined that we were conducting business in the state
but had not complied with the states limited partnership statute; or
 
    
    unitholders rights to act together to remove or replace the General Partner or take
other actions under our
Partnership Agreement are deemed to constitute participation in the control of our
business for purposes of the states limited partnership statute.
 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.
   17




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Tax Risks to Unitholders
 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.
   18




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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.
  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.
   19




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We prorate our items of income, gain, loss and deduction between transferors and transferees of our
units each month based upon the ownership of our units on the first day of each month, instead of
on the basis of the date a particular unit is transferred. The IRS may challenge this treatment,
which could change the allocation of items of income, gain, loss and deduction among our
unitholders.
  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.
  There are state, local and other tax considerations for our unitholders.
   20




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
   
 ITEM 3.
    
    LEGAL PROCEEDINGS
 Litigation
   21




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ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Nominee
    
    For
    
    
    WithheldHarold R. Logan, Jr.
    
    
    30,441,054
    
    
    
    838,790John Hoyt Stookey
    
    
    30,301,633
    
    
    
    978,211Dudley C. Mecum
    
    
    30,320,031
    
    
    
    959,813John D. Collins
    
    
    30,166,800
    
    
    
    1,113,044Jane Swift
    
    
    30,378,578
    
    
    
    901,266Michael J. Dunn, Jr.
    
    
    30,415,930
    
    
    
    863,914
   BrokerFor
    
    Against
    
    Abstain
    
    Non-Votes15,829,007
    
    2,251,830
    
    578,168
    
    12,620,839
  BrokerFor
    
    Against
    
    Abstain
    
    Non-Votes28,923,408
    
    1,726,994
    
    626,942
    
    2,500
  22




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES
OF UNITS
  Cash DistributionCommon Unit Price Range
    
    
    Declared perHigh
    
    
    Low
    
    
    Common UnitFiscal 2009First Quarter
    
    $
    35.46
    
    
    $
    20.40
    
    
    $
    0.8100Second Quarter
    
    
    41.60
    
    
    
    31.00
    
    
    
    0.8150Third Quarter
    
    
    42.98
    
    
    
    35.81
    
    
    
    0.8250Fourth Quarter
    
    
    46.41
    
    
    
    39.79
    
    
    
    0.8300Fiscal 2008First Quarter
    
    $
    48.50
    
    
    $
    40.00
    
    
    $
    0.7625Second Quarter
    
    
    42.43
    
    
    
    34.00
    
    
    
    0.7750Third Quarter
    
    
    42.60
    
    
    
    37.88
    
    
    
    0.8000Fourth Quarter
    
    
    39.59
    
    
    
    33.13
    
    
    
    0.8050
      23




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,
    
    
    September 30,
    
    
    September 24,2009
    
    
    2008
    
    
    2007
    
    
    2006 (a)
    
    
    2005Statement of Operations DataRevenues
    
    $
    1,143,154
    
    
    $
    1,574,163
    
    
    $
    1,439,563
    
    
    $
    1,657,130
    
    
    $
    1,615,555Costs and expenses
    
    
    932,539
    
    
    
    1,424,035
    
    
    
    1,273,482
    
    
    
    1,521,316
    
    
    
    1,546,531Restructuring charges and severance costs (b)
    
    
    
    
    
    
    
    
    
    
    1,485
    
    
    
    6,076
    
    
    
    2,775Impairment of goodwill (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    656Income before interest expense, loss on debt
extinguishment and provision for income taxes (d)
    
    
    210,615
    
    
    
    150,128
    
    
    
    164,596
    
    
    
    129,738
    
    
    
    65,593Interest expense, net
    
    
    38,267
    
    
    
    37,052
    
    
    
    35,596
    
    
    
    40,680
    
    
    
    40,374Loss on debt extinguishment (e)
    
    
    4,624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,242Provision for income taxes
    
    
    2,486
    
    
    
    1,903
    
    
    
    5,653
    
    
    
    764
    
    
    
    803Income (loss) from continuing operations (d)
    
    
    165,238
    
    
    
    111,173
    
    
    
    123,347
    
    
    
    88,294
    
    
    
    (11,826
    )Discontinued operations:Gain on disposal of discontinued operations (f)
    
    
    
    
    
    
    43,707
    
    
    
    1,887
    
    
    
    
    
    
    
    976Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    2,053
    
    
    
    2,446
    
    
    
    2,774Net income (loss)
    
    
    165,238
    
    
    
    154,880
    
    
    
    127,287
    
    
    
    90,740
    
    
    
    (8,076
    )Income (loss) from continuing operations per Common
Unit  basic
    
    
    4.99
    
    
    
    3.39
    
    
    
    3.79
    
    
    
    2.76
    
    
    
    (0.38
    )Net income (loss) per Common Unit  basic (g)
    
    
    4.99
    
    
    
    4.72
    
    
    
    3.91
    
    
    
    2.84
    
    
    
    (0.26
    )Net income (loss) per Common Unit  diluted (g)
    
    
    4.96
    
    
    
    4.70
    
    
    
    3.89
    
    
    
    2.83
    
    
    
    (0.26
    )Cash distributions declared per unit
    
    $
    3.26
    
    
    $
    3.09
    
    
    $
    2.76
    
    
    $
    2.48
    
    
    $
    2.45Balance Sheet Data (end of period)Cash and cash equivalents
    
    $
    163,173
    
    
    $
    137,698
    
    
    $
    96,586
    
    
    $
    60,571
    
    
    $
    14,411Current assets
    
    
    307,556
    
    
    
    359,551
    
    
    
    295,940
    
    
    
    236,027
    
    
    
    236,803Total assets
    
    
    977,514
    
    
    
    1,035,713
    
    
    
    988,947
    
    
    
    945,566
    
    
    
    959,305Current liabilities, excluding short-term borrowings
and current portion of long-term borrowings
    
    
    180,059
    
    
    
    226,056
    
    
    
    206,011
    
    
    
    191,195
    
    
    
    193,851Total debt
    
    
    349,415
    
    
    
    531,772
    
    
    
    548,538
    
    
    
    548,304
    
    
    
    575,295Other long-term liabilities
    
    
    88,323
    
    
    
    57,809
    
    
    
    68,121
    
    
    
    105,366
    
    
    
    114,043Partners capital  Common Unitholders
    
    
    421,005
    
    
    
    264,231
    
    
    
    208,230
    
    
    
    170,151
    
    
    
    159,199Partners (deficit) capital  General Partner
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,969
    )
    
    $
    (1,779
    )Statement of Cash Flows DataCash provided by (used in)Operating activities
    
    $
    246,551
    
    
    $
    120,517
    
    
    $
    145,957
    
    
    $
    170,321
    
    
    $
    39,005Investing activities
    
    
    (16,852
    )
    
    
    36,630
    
    
    
    (19,689
    )
    
    
    (19,092
    )
    
    
    (24,631
    )Financing activities
    
    $
    (204,224
    )
    
    $
    (116,035
    )
    
    $
    (90,253
    )
    
    $
    (105,069
    )
    
    $
    (53,444
    )Other DataDepreciation and amortization  continuing operations
    
    $
    30,343
    
    
    $
    28,394
    
    
    $
    28,790
    
    
    $
    32,653
    
    
    $
    37,260Depreciation and amortization  discontinued
operations
    
    
    
    
    
    
    
    
    
    
    452
    
    
    
    498
    
    
    
    502EBITDA (h)
    
    
    236,334
    
    
    
    222,229
    
    
    
    197,778
    
    
    
    165,335
    
    
    
    70,863Adjusted EBITDA (h)
    
    
    234,621
    
    
    
    220,465
    
    
    
    205,333
    
    
    
    150,863
    
    
    
    68,366Capital expenditures  maintenance and growth (i)
    
    
    21,837
    
    
    
    21,819
    
    
    
    26,756
    
    
    
    23,057
    
    
    
    29,301Retail gallons soldPropane
    
    
    343,894
    
    
    
    386,222
    
    
    
    432,526
    
    
    
    466,779
    
    
    
    516,040Fuel oil and refined fuels
    
    
    57,381
    
    
    
    76,515
    
    
    
    104,506
    
    
    
    145,616
    
    
    
    244,536
 (a)
    
    Fiscal 2006 includes 53 weeks of operations compared to 52 weeks in each of fiscal 2009,
2008, 2007 and 2005.
  24




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(b)
    
    During fiscal 2007, we incurred $1.5 million in charges associated with severance for
positions eliminated unrelated to any specific plan of restructuring. During fiscal 2006, we
incurred $6.1 million in restructuring charges associated primarily with severance costs from
our field realignment efforts initiated during the fourth quarter of fiscal 2005, including
the restructuring of our services business. During fiscal 2005, we incurred $2.8 million in
restructuring charges associated primarily with severance costs from the realignment of our
field operations.(c)
    
    During fiscal 2005, we recorded a non-cash charge of $0.7 million related to the impairment
of goodwill in our all other category.(d)
    
    These amounts include gains from the disposal of property, plant and equipment of $0.7
million for fiscal 2009, $2.3 million for fiscal 2008, $2.8 million for fiscal 2007, $1.0
million for fiscal 2006 and $2.0 million for fiscal 2005.(e)
    
    During fiscal 2009, we purchased $175.0 million aggregate principal amount of the 2003
Senior Notes through a cash tender offer. In connection with the tender offer, we recognized
a loss on the extinguishment of debt of $4.6 million in the fourth quarter of fiscal 2009,
consisting of $2.8 million for the tender premium and related fees, as well as the write-off
of $1.8 million in unamortized debt origination costs and unamortized discount. During
fiscal 2005, we incurred a charge of $36.2 million as a result of our March 31, 2005 debt
refinancing to reflect the loss on debt extinguishment associated with a prepayment premium
of $32.0 million and the write-off of $4.2 million of unamortized bond issuance costs
associated with the previously outstanding senior notes.(f)
    
    Gain on disposal of discontinued operations for fiscal 2008 of $43.7 million reflects the
October 2, 2007 sale of our Tirzah, South Carolina underground granite propane storage
cavern, and associated 62-mile pipeline, for $53.7 million in net proceeds (the Tirzah
Sale). Gain on disposal of discontinued operations for fiscal 2007 of $1.9 million reflects
the exchange, in a non-cash transaction, of nine non-strategic customer service centers for
three customer service centers of another company in Alaska, as well as the sale of three
additional customer service centers for net cash proceeds of $1.3 million. Gain on disposal
of discontinued operations for fiscal 2005 of $1.0 million reflects the finalization of
certain purchase price adjustments with the buyer of the customer service centers sold during
fiscal 2004. The gains on disposal have been accounted for within discontinued operations.
Prior period results of operations attributable to the customer service centers sold during
fiscal 2007 were not significant and, as such, prior period results were not reclassified to
remove financial results from continuing operations. The prior period results of operations
attributable to the sale of our Tirzah, South Carolina storage cavern and associated pipeline
have been reclassified to remove financial results from continuing operations.
  25




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(g)
    
    Computations of basic earnings per Common Unit for the years ended September 26, 2009,
September 27, 2008 and September 29, 2007 were performed by dividing net income by the
weighted average number of outstanding Common Units, and restricted units granted under our
restricted unit plans to retirement-eligible grantees. For fiscal 2006, earnings per Common
Unit were performed using the two-class method when participating securities exist, as
applicable. The two-class method is an earnings allocation formula that computes earnings
per unit for each class of Common Unit and participating security according to distributions
declared and participating rights in undistributed earnings, as if all of the earnings were
distributed to the limited partners and the General Partner (inclusive of the previously
outstanding IDRs of the General Partner which were considered participating securities for
purposes of the two-class method).
Net income was allocated to the Common Unitholders and the General Partner in accordance with
their respective partnership ownership interests, after giving effect to any priority income
allocations for IDRs of the General Partner. As a result of the GP Exchange Transaction on
October 19, 2006, the two-class method of computing income per Common Unit under is no longer
applicable.The requirements of the two-class method do not apply to the computation of earnings per Common
Unit in periods in which a net loss is reported and therefore did not have any impact on loss
per Common Unit for the year ended September 24, 2005. Application of the two-class method had
a dilutive effect on income per Common Unit of $0.07 for the year ended September 30, 2006.
Basic net loss per Common Unit for the year ended September 24, 2005 was computed by dividing
net loss, after deducting our General Partners interest, by the weighted average number of
outstanding Common Units, and restricted units granted under our restricted unit plans to
retirement-eligible grantees. Diluted net loss per Common Unit for the same period was
computed by dividing net loss, after deducting our General Partners interest, by the weighted
average number of outstanding Common Units and unvested restricted units under our restricted
unit plans. For purposes of the computation of income per Common Unit for the year ended
September 29, 2007, earnings that would have been allocated to the General Partner for the
period prior to the GP Exchange Transaction were not significant.(h)
    
    EBITDA represents net income before deducting interest expense, income taxes, depreciation
and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or
loss on mark-to-market activity for derivative instruments. Our management uses EBITDA and
Adjusted EBITDA as measures of liquidity and we are including them because we believe that
they provide our investors and industry analysts with additional information to evaluate our
ability to meet our debt service obligations and to pay our quarterly distributions to
holders of our Common Units. In addition, certain of our incentive compensation plans
covering executives and other employees utilize Adjusted EBITDA as the performance target.
Moreover, our revolving credit agreement requires us to use Adjusted EBITDA as a component in
calculating our leverage and interest coverage ratios. EBITDA and Adjusted EBITDA are not
recognized terms under generally accepted accounting principles (GAAP) and should not be
considered as an alternative to net income or net cash provided by operating activities
determined in accordance with GAAP. Because EBITDA and Adjusted EBITDA as determined by us
excludes some, but not all, items that affect net income, they may not be comparable to
EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.
  26




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##### Table of Contents



Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    165,238
    
    
    $
    154,880
    
    
    $
    127,287
    
    
    $
    90,740
    
    
    $
    (8,076
    )Add:Provision for income taxes
    
    
    2,486
    
    
    
    1,903
    
    
    
    5,653
    
    
    
    764
    
    
    
    803Interest expense, net
    
    
    38,267
    
    
    
    37,052
    
    
    
    35,596
    
    
    
    40,680
    
    
    
    40,374Depreciation and amortizationContinuing operations
    
    
    30,343
    
    
    
    28,394
    
    
    
    28,790
    
    
    
    32,653
    
    
    
    37,260Discontinued operations
    
    
    
    
    
    
    
    
    
    
    452
    
    
    
    498
    
    
    
    502EBITDA
    
    
    236,334
    
    
    
    222,229
    
    
    
    197,778
    
    
    
    165,335
    
    
    
    70,863Unrealized (non-cash) (gains) losses on changes in fair value
of derivatives
    
    
    (1,713
    )
    
    
    (1,764
    )
    
    
    7,555
    
    
    
    (14,472
    )
    
    
    (2,497
    )Adjusted EBITDA
    
    
    234,621
    
    
    
    220,465
    
    
    
    205,333
    
    
    
    150,863
    
    
    
    68,366Add (subtract):Provision for income taxes  current
    
    
    (1,101
    )
    
    
    (626
    )
    
    
    (1,853
    )
    
    
    (764
    )
    
    
    (803
    )Interest expense, net
    
    
    (38,267
    )
    
    
    (37,052
    )
    
    
    (35,596
    )
    
    
    (40,680
    )
    
    
    (40,374
    )Loss on debt extinguishment
    
    
    4,624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,242Unrealized (non-cash) gains
(losses) on changes in fair value
of derivatives
    
    
    1,713
    
    
    
    1,764
    
    
    
    (7,555
    )
    
    
    14,472
    
    
    
    2,497Compensation cost recognized underRestricted Unit Plan
    
    
    2,396
    
    
    
    2,156
    
    
    
    3,014
    
    
    
    2,221
    
    
    
    1,805Gain on disposal of property, plant
and
equipment, net
    
    
    (650
    )
    
    
    (2,252
    )
    
    
    (2,782
    )
    
    
    (1,000
    )
    
    
    (2,043
    )Gain on disposal of
discontinued operations
    
    
    
    
    
    
    (43,707
    )
    
    
    (1,887
    )
    
    
    
    
    
    
    (976
    )Pension settlement charge
    
    
    
    
    
    
    
    
    
    
    3,269
    
    
    
    4,437
    
    
    
    Changes in working capital and other
assets and liabilities
    
    
    43,215
    
    
    
    (20,231
    )
    
    
    (15,986
    )
    
    
    40,772
    
    
    
    (25,709
    )Net cash provided by operating activities
    
    $
    246,551
    
    
    $
    120,517
    
    
    $
    145,957
    
    
    $
    170,321
    
    
    $
    39,005
 (i)
    
    Our capital expenditures fall generally into two categories: (i) maintenance expenditures,
which include expenditures for repair and replacement of property, plant and equipment; and
(ii) growth capital expenditures which include new propane tanks and other equipment to
facilitate expansion of our customer base and operating capacity.  27




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Executive Overview
  Product Costs and Supply
    Seasonality
   28




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##### Table of Contents



Weather
  Hedging and Risk Management Activities
   Critical Accounting Policies and Estimates
    29




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##### Table of Contents



Allowances for Doubtful Accounts.
 Pension and Other Postretirement Benefits.
  Self-Insurance Reserves.
  30




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##### Table of Contents



Results of Operations and Financial Condition
         31




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##### Table of Contents



Fiscal Year 2009 Compared to Fiscal Year 2008
 Revenues
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    (Decrease)
    
    
    (Decrease)RevenuesPropane
    
    $
    864,012
    
    
    $
    1,132,950
    
    
    $
    (268,938
    )
    
    
    (23.7
    %)Fuel oil and refined fuels
    
    
    159,596
    
    
    
    288,078
    
    
    
    (128,482
    )
    
    
    (44.6
    %)Natural gas and electricity
    
    
    76,832
    
    
    
    103,745
    
    
    
    (26,913
    )
    
    
    (25.9
    %)All other
    
    
    42,714
    
    
    
    49,390
    
    
    
    (6,676
    )
    
    
    (13.5
    %)Total revenues
    
    $
    1,143,154
    
    
    $
    1,574,163
    
    
    $
    (431,009
    )
    
    
    (27.4
    %)
     32




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##### Table of Contents



Cost of Products Sold
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    (Decrease)
    
    
    (Decrease)Cost of products soldPropane
    
    $
    367,016
    
    
    $
    689,921
    
    
    $
    (322,905
    )
    
    
    (46.8
    %)Fuel oil and refined fuels
    
    
    104,634
    
    
    
    247,310
    
    
    
    (142,676
    )
    
    
    (57.7
    %)Natural gas and electricity
    
    
    57,216
    
    
    
    87,600
    
    
    
    (30,384
    )
    
    
    (34.7
    %)All other
    
    
    11,519
    
    
    
    14,605
    
    
    
    (3,086
    )
    
    
    (21.1
    %)Total cost of products sold
    
    $
    540,385
    
    
    $
    1,039,436
    
    
    $
    (499,051
    )
    
    
    (48.0
    %)As a percent of total revenues
    
    
    47.3
    %
    
    
    66.0
    %
      33




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##### Table of Contents



Operating Expenses
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    (Decrease)
    
    
    (Decrease)Operating expenses
    
    $
    304,767
    
    
    $
    308,071
    
    
    $
    (3,304
    )
    
    
    (1.1
    %)As a percent of total revenues
    
    
    26.7
    %
    
    
    19.6
    %
   General and Administrative Expenses
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseGeneral and administrative expenses
    
    $
    57,044
    
    
    $
    48,134
    
    
    $
    8,910
    
    
    
    18.5
    %As a percent of total revenues
    
    
    5.0
    %
    
    
    3.1
    %
    34




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##### Table of Contents



Depreciation and Amortization
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseDepreciation and amortization
    
    $
    30,343
    
    
    $
    28,394
    
    
    $
    1,949
    
    
    
    6.9
    %As a percent of total revenues
    
    
    2.7
    %
    
    
    1.8
    %
  Interest Expense, net
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseInterest expense, net
    
    $
    38,267
    
    
    $
    37,052
    
    
    $
    1,215
    
    
    
    3.3
    %As a percent of total revenues
    
    
    3.3
    %
    
    
    2.4
    %
  Loss on Debt Extinguishment
  Discontinued Operations
  Net Income and EBITDA
    35




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##### Table of Contents



Year EndedSeptember 26,
    
    
    September 27,(Dollars in thousands)
    
    2009
    
    
    2008Net income
    
    $
    165,238
    
    
    $
    154,880Add:Provision for income taxes
    
    
    2,486
    
    
    
    1,903Interest expense, net
    
    
    38,267
    
    
    
    37,052Depreciation and amortization
    
    
    30,343
    
    
    
    28,394EBITDA
    
    
    236,334
    
    
    
    222,229Unrealized (non-cash) (gains) on changes in fair value of derivatives
    
    
    (1,713
    )
    
    
    (1,764
    )Adjusted EBITDA
    
    
    234,621
    
    
    
    220,465Add (subtract):Provision for income taxes  current
    
    
    (1,101
    )
    
    
    (626
    )Interest expense, net
    
    
    (38,267
    )
    
    
    (37,052
    )Loss on debt extinguishment
    
    
    4,624
    
    
    
    Unrealized (non-cash) gains on changes in fair value of
derivatives
    
    
    1,713
    
    
    
    1,764Compensation cost recognized under Restricted Unit Plan
    
    
    2,396
    
    
    
    2,156Gain on disposal of property, plant and equipment, net
    
    
    (650
    )
    
    
    (2,252
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    (43,707
    )Changes in working capital and other assets and liabilities
    
    
    43,215
    
    
    
    (20,231
    )Net cash provided by operating activities
    
    $
    246,551
    
    
    $
    120,517
  36




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##### Table of Contents



Fiscal Year 2008 Compared to Fiscal Year 2007
 Revenues
 PercentFiscal
    
    
    Fiscal
    
    
    Increase /
    
    
    Increase /(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)RevenuesPropane
    
    $
    1,132,950
    
    
    $
    1,019,798
    
    
    $
    113,152
    
    
    
    11.1
    %Fuel oil and refined fuels
    
    
    288,078
    
    
    
    262,076
    
    
    
    26,002
    
    
    
    9.9
    %Natural gas and electricity
    
    
    103,745
    
    
    
    94,352
    
    
    
    9,393
    
    
    
    10.0
    %All other
    
    
    49,390
    
    
    
    63,337
    
    
    
    (13,947
    )
    
    
    (22.0
    %)Total revenues
    
    $
    1,574,163
    
    
    $
    1,439,563
    
    
    $
    134,600
    
    
    
    9.4
    %
      37




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##### Table of Contents



Cost of Products Sold
 PercentFiscal
    
    
    Fiscal
    
    
    Increase /
    
    
    Increase /(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)Cost of products soldPropane
    
    $
    689,921
    
    
    $
    573,305
    
    
    $
    116,616
    
    
    
    20.3
    %Fuel oil and refined fuels
    
    
    247,310
    
    
    
    194,213
    
    
    
    53,097
    
    
    
    27.3
    %Natural gas and electricity
    
    
    87,600
    
    
    
    77,116
    
    
    
    10,484
    
    
    
    13.6
    %All other
    
    
    14,605
    
    
    
    20,784
    
    
    
    (6,179
    )
    
    
    (29.7
    %)Total cost of products sold
    
    $
    1,039,436
    
    
    $
    865,418
    
    
    $
    174,018
    
    
    
    20.1
    %As a percent of total revenues
    
    
    66.0
    %
    
    
    60.1
    %
       38




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##### Table of Contents



Operating Expenses
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    Decrease
    
    
    DecreaseOperating expenses
    
    $
    308,071
    
    
    $
    322,852
    
    
    $
    (14,781
    )
    
    
    (4.6
    %)As a percent of total revenues
    
    
    19.6
    %
    
    
    22.4
    %
  General and Administrative Expenses
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    Decrease
    
    
    DecreaseGeneral and administrative expenses
    
    $
    48,134
    
    
    $
    56,422
    
    
    $
    (8,288
    )
    
    
    (14.7
    %)As a percent of total revenues
    
    
    3.1
    %
    
    
    3.9
    %
  Restructuring Charges and Severance Costs
  Depreciation and Amortization
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    Decrease
    
    
    DecreaseDepreciation and amortization
    
    $
    28,394
    
    
    $
    28,790
    
    
    $
    (396
    )
    
    
    (1.4
    %)As a percent of total revenues
    
    
    1.8
    %
    
    
    2.0
    %
  39




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##### Table of Contents



Interest Expense, net
 Fiscal
    
    
    Fiscal
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    Increase
    
    
    IncreaseInterest expense, net
    
    $
    37,052
    
    
    $
    35,596
    
    
    $
    1,456
    
    
    
    4.1
    %As a percent of total revenues
    
    
    2.4
    %
    
    
    2.5
    %
  Discontinued Operations
   Net Income and EBITDA
    40




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##### Table of Contents



Year EndedSeptember 27,
    
    
    September 29,(Dollars in thousands)
    
    2008
    
    
    2007Net income
    
    $
    154,880
    
    
    $
    127,287Add:Provision for income taxes
    
    
    1,903
    
    
    
    5,653Interest expense, net
    
    
    37,052
    
    
    
    35,596Depreciation and amortization  continuing operations
    
    
    28,394
    
    
    
    28,790Depreciation and amortization  discontinued operations
    
    
    
    
    
    
    452EBITDA
    
    
    222,229
    
    
    
    197,778Unrealized (non-cash) (gains) losses on changes in fair value of derivatives
    
    
    (1,764
    )
    
    
    7,555Adjusted EBITDA
    
    
    220,465
    
    
    
    205,333Add (subtract):Provision for income taxes  current
    
    
    (626
    )
    
    
    (1,853
    )Interest expense, net
    
    
    (37,052
    )
    
    
    (35,596
    )Unrealized (non-cash) gains (losses) on changes in fair
value of derivatives
    
    
    1,764
    
    
    
    (7,555
    )Compensation cost recognized under Restricted Unit Plan
    
    
    2,156
    
    
    
    3,014Gain on disposal of property, plant and equipment, net
    
    
    (2,252
    )
    
    
    (2,782
    )Gain on disposal of discontinued operations
    
    
    (43,707
    )
    
    
    (1,887
    )Pension settlement charge
    
    
    
    
    
    
    3,269Changes in working capital and other assets and liabilities
    
    
    (20,231
    )
    
    
    (15,986
    )Net cash provided by operating activities
    
    $
    120,517
    
    
    $
    145,957
  41




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##### Table of Contents



Liquidity and Capital Resources
 Analysis of Cash Flows
 Operating Activities.
  Investing Activities.
  Financing Activities.
  Equity Offering
   42




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##### Table of Contents



Summary of Long-Term Debt Obligations and Revolving Credit Lines
    1 2
   43




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##### Table of Contents



Partnership Distributions
   Pension Plan Assets and Obligations
   44




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##### Table of Contents



45




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##### Table of Contents



Long-Term Debt Obligations and Operating Lease Obligations
 Contractual Obligations
  FiscalFiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    2015 and(Dollars in thousands)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    thereafterLong-term debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    
    
    $
    250,000
    
    
    $
    Future interest payments
    
    
    25,838
    
    
    
    25,058
    
    
    
    25,058
    
    
    
    25,058
    
    
    
    8,594
    
    
    
    Operating lease obligations (a)
    
    
    14,297
    
    
    
    11,461
    
    
    
    8,643
    
    
    
    6,791
    
    
    
    5,522
    
    
    
    4,223Self-insurance obligations (b)
    
    
    12,995
    
    
    
    10,239
    
    
    
    7,474
    
    
    
    5,021
    
    
    
    3,054
    
    
    
    13,465Other contractual obligations
    
    
    24,210
    
    
    
    18,278
    
    
    
    17,288
    
    
    
    14,005
    
    
    
    14,508
    
    
    
    64,115Total
    
    $
    77,340
    
    
    $
    65,036
    
    
    $
    58,463
    
    
    $
    150,875
    
    
    $
    281,678
    
    
    $
    81,803
 (a)
    
    Payments exclude costs associated with insurance, taxes and maintenance, which are not
material to the operating lease obligations.(b)
    
    The timing of when payments are due for our self-insurance obligations is based on
estimates that may differ from when actual payments are made. In addition, the payments do
not reflect amounts to be recovered from our insurance providers, which was $14.8 million
as of September 26, 2009 and included in other assets on the consolidated balance sheet.  Operating Leases
  Off-Balance Sheet Arrangements
 Guarantees
  Recently Issued Accounting Standards
   46




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##### Table of Contents



ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Commodity Price Risk
     47




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##### Table of Contents



Market Risk
  Credit Risk
  Interest Rate Risk
 1 2
 Derivative Instruments and Hedging Activities
   48




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##### Table of Contents



Sensitivity Analysis
  A.
    
    The fair value of open positions as of September 26, 2009 for each of the
future periods.
 B.
    
    The estimated forward market prices as of September 26, 2009 as derived from
the NYMEX for traded commodities for each of the future periods.
 C.
    
    The market prices determined in B. above were adjusted adversely by a
hypothetical 10% change in the forward prices and compared to the fair value amounts
in A. above to project the potential negative impact on earnings that would be
recognized for the respective scenario.
   49




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##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  Selected Quarterly Financial Data
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    TotalQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearFiscal 2009Revenues
    
    $
    363,315
    
    
    $
    445,225
    
    
    $
    184,372
    
    
    $
    150,242
    
    
    $
    1,143,154Cost of products sold
    
    
    174,230
    
    
    
    208,259
    
    
    
    87,463
    
    
    
    70,433
    
    
    
    540,385Income (loss) before interest expense, loss on debt
extinguishment and provision for income taxes (a)
    
    
    90,229
    
    
    
    125,194
    
    
    
    3,793
    
    
    
    (8,601
    )
    
    
    210,615Loss on debt extinguishment (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,624
    )
    
    
    (4,624
    )Net income (loss) (a)
    
    
    80,688
    
    
    
    114,866
    
    
    
    (7,435
    )
    
    
    (22,881
    )
    
    
    165,238Net income (loss) per common unit  basic (d)
    
    
    2.46
    
    
    
    3.50
    
    
    
    (0.23
    )
    
    
    (0.67
    )
    
    
    4.99Net income (loss) per common unit  diluted (d)
    
    
    2.45
    
    
    
    3.48
    
    
    
    (0.23
    )
    
    
    (0.67
    )
    
    
    4.96Cash provided by (used in)Operating activities
    
    
    25,004
    
    
    
    133,948
    
    
    
    64,546
    
    
    
    23,053
    
    
    
    246,551Investing activities
    
    
    (3,724
    )
    
    
    (2,515
    )
    
    
    (3,632
    )
    
    
    (6,981
    )
    
    
    (16,852
    )Financing activities
    
    
    (28,390
    )
    
    
    (26,564
    )
    
    
    (40,272
    )
    
    
    (108,998
    )
    
    
    (204,224
    )EBITDA (e)
    
    $
    97,252
    
    
    $
    132,325
    
    
    $
    11,506
    
    
    $
    (4,749
    )
    
    $
    236,334Adjusted EBITDA (e)
    
    $
    82,246
    
    
    $
    142,015
    
    
    $
    17,654
    
    
    $
    (7,294
    )
    
    $
    234,621Retail gallons soldPropane
    
    
    99,047
    
    
    
    134,512
    
    
    
    61,212
    
    
    
    49,123
    
    
    
    343,894Fuel oil and refined fuels
    
    
    16,716
    
    
    
    24,125
    
    
    
    9,677
    
    
    
    6,863
    
    
    
    57,381Fiscal 2008Revenues
    
    $
    425,109
    
    
    $
    587,097
    
    
    $
    305,476
    
    
    $
    256,481
    
    
    $
    1,574,163Cost of products sold
    
    
    277,715
    
    
    
    380,757
    
    
    
    212,974
    
    
    
    167,990
    
    
    
    1,039,436Income (loss) before interest expense and provision for
income taxes (a)
    
    
    51,789
    
    
    
    104,375
    
    
    
    (4,380
    )
    
    
    (1,656
    )
    
    
    150,128Income (loss) from continuing operations (a)
    
    
    41,722
    
    
    
    94,523
    
    
    
    (13,747
    )
    
    
    (11,325
    )
    
    
    111,173Discontinued operations:Gain on disposal of discontinued operations (c)
    
    
    43,707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,707Net income (loss) (a)
    
    
    85,429
    
    
    
    94,523
    
    
    
    (13,747
    )
    
    
    (11,325
    )
    
    
    154,880Net income (loss) from continuing operations per
common unit  basic (d)
    
    
    1.27
    
    
    
    2.89
    
    
    
    (0.42
    )
    
    
    (0.35
    )
    
    
    3.39Net income (loss) per common unit  basic (d)
    
    
    2.61
    
    
    
    2.89
    
    
    
    (0.42
    )
    
    
    (0.35
    )
    
    
    4.72Net income (loss) per common unit  diluted (d)
    
    
    2.60
    
    
    
    2.87
    
    
    
    (0.42
    )
    
    
    (0.35
    )
    
    
    4.70Cash (used in) provided byOperating activities
    
    
    (41,953
    )
    
    
    50,340
    
    
    
    48,601
    
    
    
    63,529
    
    
    
    120,517Investing activities
    
    
    48,875
    
    
    
    (3,553
    )
    
    
    (5,419
    )
    
    
    (3,273
    )
    
    
    36,630Financing activities
    
    
    (24,539
    )
    
    
    (24,953
    )
    
    
    (25,362
    )
    
    
    (41,181
    )
    
    
    (116,035
    )EBITDA (e)
    
    $
    102,555
    
    
    $
    111,482
    
    
    $
    2,779
    
    
    $
    5,413
    
    
    $
    222,229Adjusted EBITDA (e)
    
    $
    105,238
    
    
    $
    113,817
    
    
    $
    (1,916
    )
    
    $
    3,326
    
    
    $
    220,465Retail gallons soldPropane
    
    
    111,937
    
    
    
    146,252
    
    
    
    71,420
    
    
    
    56,613
    
    
    
    386,222Fuel oil and refined fuels
    
    
    23,594
    
    
    
    31,435
    
    
    
    12,614
    
    
    
    8,872
    
    
    
    76,515
  50




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(a)
    
    These amounts include gains from the disposal of property, plant and equipment of $0.7
million for fiscal 2009 and $2.3 million for fiscal 2008.(b)
    
    During the fourth quarter of fiscal 2009, we purchased $175.0 million aggregate principal
amount of the 2003 Senior Notes through a cash tender offer. In connection with the tender
offer, we recognized a loss on the extinguishment of debt of $4.6 million in the fourth
quarter of fiscal 2009, consisting of $2.8 million for the tender premium and related fees,
as well as the write-off of $1.8 million in unamortized debt origination costs and
unamortized discount.(c)
    
    Gain on disposal of discontinued operations reflects a $43.7 million gain on the Tirzah Sale
during the first
quarter of fiscal 2008 for net cash proceeds of $53.7 million. These gains were accounted for
within discontinued operations.(d)
    
    Basic net income (loss) per Common Unit is computed under by dividing net income (loss) by
the weighted average number of outstanding Common Units, and restricted units granted under
the Restricted Unit Plans to retirement-eligible grantees. Diluted net income per Common Unit
is computed by dividing net income (loss) by the weighted average number of outstanding
Common Units and unvested restricted units granted under our Restricted Unit Plans.  51




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##### Table of Contents



(e)
    
    EBITDA represents net income before deducting interest expense, income taxes, depreciation
and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or
loss on mark-to-market activity for derivative instruments. Our management uses EBITDA and
Adjusted EBITDA as measures of liquidity and we are including them because we believe that
they provide our investors and industry analysts with additional information to evaluate our
ability to meet our debt service obligations and to pay our quarterly distributions to
holders of our Common Units. In addition, certain of our incentive compensation plans
covering executives and other employees utilize Adjusted EBITDA as the performance target.
Moreover, our revolving credit agreement requires us to use Adjusted EBITDA as a component in
calculating our leverage and interest coverage ratios. EBITDA and Adjusted EBITDA are not
recognized terms under GAAP and should not be considered as an alternative to net income or
net cash provided by operating activities determined in accordance with GAAP. Because EBITDA
and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net
income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures
used by other companies. The following table sets forth (i) our calculations of EBITDA and
(ii) a reconciliation of EBITDA, as so calculated, to our net cash provided by operating
activities (amounts in thousands): First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    TotalQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearFiscal 2009Net income (loss)
    
    $
    80,688
    
    
    $
    114,866
    
    
    $
    (7,435
    )
    
    $
    (22,881
    )
    
    $
    165,238Add:Provision for income taxes
    
    
    138
    
    
    
    886
    
    
    
    1,160
    
    
    
    302
    
    
    
    2,486Interest expense, net
    
    
    9,403
    
    
    
    9,442
    
    
    
    10,068
    
    
    
    9,354
    
    
    
    38,267Depreciation and amortization
    
    
    7,023
    
    
    
    7,131
    
    
    
    7,713
    
    
    
    8,476
    
    
    
    30,343EBITDA
    
    
    97,252
    
    
    
    132,325
    
    
    
    11,506
    
    
    
    (4,749
    )
    
    
    236,334Unrealized (non-cash) (gains) losses on changes in fair value of derivatives
    
    
    (15,006
    )
    
    
    9,690
    
    
    
    6,148
    
    
    
    (2,545
    )
    
    
    (1,713
    )Adjusted EBITDA
    
    
    82,246
    
    
    
    142,015
    
    
    
    17,654
    
    
    
    (7,294
    )
    
    
    234,621Add (subtract):Provision for income taxes  current
    
    
    (138
    )
    
    
    (426
    )
    
    
    (240
    )
    
    
    (297
    )
    
    
    (1,101
    )Interest expense, net
    
    
    (9,403
    )
    
    
    (9,442
    )
    
    
    (10,068
    )
    
    
    (9,354
    )
    
    
    (38,267
    )Loss on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,624
    
    
    
    4,624Unrealized (non-cash) gains (losses) on changes in fair value of derivatives
    
    
    15,006
    
    
    
    (9,690
    )
    
    
    (6,148
    )
    
    
    2,545
    
    
    
    1,713Compensation cost recognized under
Restricted Unit Plan
    
    
    569
    
    
    
    672
    
    
    
    644
    
    
    
    511
    
    
    
    2,396(Gain) loss on disposal of property,
plant and equipment, net
    
    
    (230
    )
    
    
    (393
    )
    
    
    (147
    )
    
    
    120
    
    
    
    (650
    )Changes in working capital and other
assets and liabilities
    
    
    (63,046
    )
    
    
    11,212
    
    
    
    62,851
    
    
    
    32,198
    
    
    
    43,215Net cash provided by operating activities
    
    $
    25,004
    
    
    $
    133,948
    
    
    $
    64,546
    
    
    $
    23,053
    
    
    $
    246,551
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    TotalQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearFiscal 2008Net income (loss)
    
    $
    85,429
    
    
    $
    94,523
    
    
    $
    (13,747
    )
    
    $
    (11,325
    )
    
    $
    154,880Add:Provision for (benefit from) income taxes
    
    
    1,679
    
    
    
    434
    
    
    
    (157
    )
    
    
    (53
    )
    
    
    1,903Interest expense, net
    
    
    8,388
    
    
    
    9,418
    
    
    
    9,524
    
    
    
    9,722
    
    
    
    37,052Depreciation and amortization
    
    
    7,059
    
    
    
    7,107
    
    
    
    7,159
    
    
    
    7,069
    
    
    
    28,394EBITDA
    
    
    102,555
    
    
    
    111,482
    
    
    
    2,779
    
    
    
    5,413
    
    
    
    222,229Unrealized (non-cash) losses (gains) on changes in fair value of derivatives
    
    
    2,683
    
    
    
    2,335
    
    
    
    (4,695
    )
    
    
    (2,087
    )
    
    
    (1,764
    )Adjusted EBITDA
    
    
    105,238
    
    
    
    113,817
    
    
    
    (1,916
    )
    
    
    3,326
    
    
    
    220,465Add (subtract):(Provision for) benefit from income taxes  current
    
    
    (402
    )
    
    
    (190
    )
    
    
    (87
    )
    
    
    53
    
    
    
    (626
    )Interest expense, net
    
    
    (8,388
    )
    
    
    (9,418
    )
    
    
    (9,524
    )
    
    
    (9,722
    )
    
    
    (37,052
    )Unrealized (non-cash) (gains) losses on changes in fair value of derivatives
    
    
    (2,683
    )
    
    
    (2,335
    )
    
    
    4,695
    
    
    
    2,087
    
    
    
    1,764Compensation cost recognized under
Restricted Unit Plan
    
    
    (67
    )
    
    
    753
    
    
    
    817
    
    
    
    653
    
    
    
    2,156Gain on disposal of property,
plant and equipment, net
    
    
    (1,429
    )
    
    
    (283
    )
    
    
    (109
    )
    
    
    (431
    )
    
    
    (2,252
    )Gain on disposal of discontinued operations
    
    
    (43,707
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,707
    )Changes in working capital and other
assets and liabilities
    
    
    (90,515
    )
    
    
    (52,004
    )
    
    
    54,725
    
    
    
    67,563
    
    
    
    (20,231
    )Net cash (used in) provided by operating activities
    
    $
    (41,953
    )
    
    $
    50,340
    
    
    $
    48,601
    
    
    $
    63,529
    
    
    $
    120,517
  52




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ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
       53




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ITEM 9B.
    
    OTHER INFORMATION
   54




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PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Partnership Management
     55




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Board of Supervisors and Executive Officers of the Partnership
  Name
    
    Age
    
    Position With the PartnershipMichael J. Dunn, Jr.
    
    
    60
    
    
    President and Chief Executive Officer; Member of the Board of SupervisorsMichael A. Stivala
    
    
    40
    
    
    Chief Financial OfficerMichael M. Keating
    
    
    56
    
    
    Senior Vice President  AdministrationA. Davin DAmbrosio
    
    
    45
    
    
    Vice President and TreasurerPaul Abel
    
    
    56
    
    
    Vice President, General Counsel and SecretaryMark Anton, II
    
    
    52
    
    
    Vice President  Business DevelopmentSteven C. Boyd
    
    
    45
    
    
    Vice President  Field OperationsDouglas T. Brinkworth
    
    
    48
    
    
    Vice President  Product SupplyNeil Scanlon
    
    
    44
    
    
    Vice President  Information ServicesMark Wienberg
    
    
    47
    
    
    Vice President  Operational Support and AnalysisMichael Kuglin
    
    
    39
    
    
    Controller and Chief Accounting OfficerHarold R. Logan, Jr.
    
    
    65
    
    
    Member of the Board of Supervisors (Chairman)John Hoyt Stookey
    
    
    79
    
    
    Member of the Board of Supervisors (Chairman of the Compensation Committee)Dudley C. Mecum
    
    
    74
    
    
    Member of the Board of SupervisorsJohn D. Collins
    
    
    71
    
    
    Member of the Board of Supervisors (Chairman of the Audit Committee)Jane Swift
    
    
    44
    
    
    Member of the Board of Supervisors
      56




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57




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Codes of Ethics and of Business Conduct
   58




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##### Table of Contents



Corporate Governance Guidelines
  Audit Committee Charter
  Compensation Committee Charter
  NYSE Annual CEO Certification
   59




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##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Executive Compensation Philosophy and Components
  
    
    The attraction and retention of talented executives who have the skills and
experience required to achieve our goals; and
 
    
    The alignment of the short-term and long-term interests of our executive officers
with the short-term and long-term interests of our Unitholders.
   
    
    Base salary;
 
    
    Cash incentives paid under a performance-based annual bonus plan;
 
    
    Long-term Incentive Plan awards; and
 
    
    Discretionary awards of restricted units under the Restricted Unit Plans.
  
    
    Providing our executive officers with an annual incentive target that encourages
them to achieve or exceed targeted financial results and operating performance for the
fiscal year;
 
    
    Providing a long-term incentive plan that encourages our executive officers to
implement activities and practices conducive to sustainable, profitable growth because
it permits them to share in benefits generated in the future; and
 
    
    Providing our executive officers with restricted units in order to retain the
services of the participating executive officers over a five-year period while
simultaneously encouraging behaviors conducive to the long-term appreciation of our
Common Units.
 Establishing Executive Compensation
    60




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61




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Role of Executive Officers and Compensation Committee in Compensation Process
    62




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##### Table of Contents




    
    Reviewing and approving compensation of our Chief Executive Officer, President,
Chief Financial Officer and our other executive officers;
 
    
    Reporting to the Board of Supervisors any and all decisions regarding compensation
changes for our Chief Executive Officer, President, Chief Financial Officer and our
other executive officers;
 
    
    Evaluating and approving our annual cash bonus plan, long-term incentive plan,
restricted unit plan, as well as all other compensation policies and programs;
 
    
    Administering and interpreting the compensation plans that constitute each component
of our executive officers compensation packages; and
 
    
    Engaging consultants, when appropriate, to provide independent, third-party advice
on executive officer-related compensation.
 Allocation Among Components
  November 13, 2008 Meeting
 Cash
    
    
    Long-TermBase Salary
    
    
    Bonus Target
    
    
    IncentiveMark A. Alexander(1)
    
    
    43
    %
    
    
    43
    %
    
    
    14
    %Michael A. Stivala
    
    
    47
    %
    
    
    35
    %
    
    
    18
    %Michael J. Dunn, Jr.
    
    
    40
    %
    
    
    40
    %
    
    
    20
    %Steven C. Boyd
    
    
    47
    %
    
    
    35
    %
    
    
    18
    %Michael M. Keating
    
    
    50
    %
    
    
    33
    %
    
    
    17
    %Douglas T. Brinkworth
    
    
    47
    %
    
    
    35
    %
    
    
    18
    %
 (1)
    
    Mr. Alexanders Long-Term Incentive Plan award was established per the terms of an
agreement between Mr. Alexander and the Partnership. July 22, 2009 Meeting
 Cash
    
    
    Long-TermBase Salary
    
    
    Bonus Target
    
    
    IncentiveMichael A. Stivala
    
    
    47
    %
    
    
    35
    %
    
    
    18
    %Michael J. Dunn, Jr.
    
    
    40
    %
    
    
    40
    %
    
    
    20
    %Michael M. Keating
    
    
    48
    %
    
    
    34
    %
    
    
    18
    %Douglas T. Brinkworth
    
    
    45
    %
    
    
    36
    %
    
    
    19
    %
   63




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Internal Pay Equity
  Base Salary
   November 13, 2008
    
    
    July 22, 2009Mark A. Alexander
    
    
    0
    %(1)
    
    
    n/aMichael A. Stivala
    
    
    4
    %
    
    
    6
    %(2)Michael J. Dunn, Jr
    
    
    0
    %(1)
    
    
    12
    %(3)Steven C. Boyd
    
    
    6
    %
    
    
    n/aMichael M. Keating
    
    
    2
    %
    
    
    16
    %(4)Douglas T. Brinkworth
    
    
    5
    %
    
    
    9
    %(5)
 (1)
    
    Because Mr. Alexanders and Mr. Dunns base salaries were set forth under the provisions of
their respective employment agreements, the Committee did not adjust their base salaries on
November 13, 2008.(2)
    
    The Committees July 22, 2009 decision to increase Mr. Stivalas salary by 6% was based on
consideration of his assuming responsibility for our Information Services Department.(3)
    
    The Committees July 22, 2009 decision to increase Mr. Dunns salary by 12% was based on
consideration of his assuming the additional responsibilities as Chief Executive Officer, in
addition to those of President.(4)
    
    The Committees July 22, 2009 decision to increase Mr. Keatings salary by 16% was based on
consideration of his assuming the increased responsibilities of Senior Vice President of
Administration.(5)
    
    The Committees July 22, 2009 decision to increase Mr. Brinkworths salary by 9% was based on
consideration of his assuming responsibility for our Non-Fuel Purchasing Department.   64




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Annual Cash Bonus Plan
     Target Bonus Percentage thatwould have been Earned ifFiscal 2009 Budgeted Cash
    
    
    
    
    Actual Cash Bonus PlanBonus Plan EBITDA
    
    
    
    
    EBITDA Equaled the Figure(in Millions)
    
    
    
    

in the Previous Column$
    205.7
    
    
    
    
    
    110
    %$
    196.4
    
    
    
    
    
    105
    %$
    187.0
    (1)
    
    
    
    
    100
    %$
    177.7
    
    
    
    
    
    95
    %$
    168.3
    
    
    
    
    
    90
    %
 (1)
    
    Budgeted cash bonus plan EBITDA for fiscal 2009.  65




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2009 Target CashBonus as a % ofBase SalaryEstablished by theCommittee at itsNovember 13,
    
    
    2009 Target Cash
    
    
    2009 Actual CashName
    
    2008 Meeting
    
    
    Bonus
    
    
    Bonus EarnedMark A. Alexander(1)
    
    
    100
    %
    
    $
    450,000
    
    
    $
    495,000Michael A. Stivala(2)
    
    
    75
    %
    
    $
    195,000
    
    
    $
    214,500Michael J. Dunn, Jr.(1)
    
    
    100
    %
    
    $
    425,000
    
    
    $
    467,500Steven C. Boyd
    
    
    75
    %
    
    $
    195,000
    
    
    $
    214,500Michael M. Keating(3)
    
    
    65
    %
    
    $
    146,250
    
    
    $
    160,875Douglas T. Brinkworth(2)
    
    
    75
    %
    
    $
    168,750
    
    
    $
    185,625
 (1)
    
    Mr. Alexanders and Mr. Dunns target cash bonuses were originally established by the
terms of their respective employment agreements. However, for fiscal 2009, as part of the
negotiated terms of Mr. Alexanders separation and consulting agreement, the Committee
agreed to provide Mr. Alexander with a cash bonus payment of up to 110% of his base salary
to parallel the cash bonuses earned by the other named executive officers under our annual
cash bonus plan. Although Mr. Dunn received a salary increase that was approved by the
Committee at its July 22, 2009 meeting, Mr. Dunns fiscal 2009 cash bonus payment was based
upon his previous salary. See Employment Agreements section below.(2)
    
    Mr. Stivalas and Mr. Brinkworths cash bonus payments were based upon the salaries set
for them by the Committee at its November 13, 2008 meeting.(3)
    
    Mr. Keatings fiscal 2009 cash bonus payment was based upon the salary and target cash
bonus percentage set for him by the Committee at its November 13, 2008 meeting. However,
because of the action taken by the Committee at its July 22, 2009 meeting, for fiscal 2010
his target cash bonus percentage will be 70%.   66




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2003 Long-Term Incentive Plan
   
    
    Align a portion of our executive officers compensation opportunities with the
long-term goals of our Unitholders;
 
    
    Provide long-term compensation opportunities consistent with market practice;
 
    
    Reward long-term value creation; and
 
    
    Provide a retention incentive for our executive officers and other key employees.
  
    
    The quantity of the participants phantom units multiplied by the average of the
closing prices of our Common Units for the twenty days preceding the conclusion of the
three-year measurement period;
 
    
    The quantity of the participants phantom units multiplied by the sum of the
distributions that would have inured to one of our outstanding Common Units during the
three-year measurement period; and
 
    
    The sum of the products of the two preceding calculations multiplied by: zero if our
performance falls within the lowest quartile of the peer group; 50% if our performance
falls within the second lowest quartile; 100% if our performance falls within the
second highest quartile; and 125% if our performance falls within the top quartile.
  Mark A. Alexander
    
    $
    252,479
    (1)(2)Michael A. Stivala
    
    $
    101,004
    (1)Michael J. Dunn, Jr.
    
    $
    389,020
    (1)Steven C. Boyd
    
    $
    128,350
    (1)Michael M. Keating
    
    $
    132,761
    (1)Douglas T. Brinkworth
    
    $
    113,795
    (1)
 (1)
    
    The cash payouts related to our named executive officers fiscal 2007 awards earned at
the conclusion of fiscal 2009 is an additional disclosure that bears no meaningful
relationship to the expense recognized during fiscal 2009 and reported in column (e) of the
Summary Compensation Table below.(2)
    
    Mr. Alexanders payment is considerably smaller than Mr. Dunns as a result of an
agreement between Mr. Alexander and the Partnership.  67




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##### Table of Contents



Fiscal
    
    
    Fiscal2008 Award
    
    
    2009 AwardMark A. Alexander
    
    
    2,989
    
    
    
    3,752Michael A. Stivala
    
    
    1,871
    
    
    
    2,818Michael J. Dunn, Jr.
    
    
    4,894
    
    
    
    6,142Steven C. Boyd
    
    
    1,693
    
    
    
    2,818Michael M. Keating
    
    
    1,647
    
    
    
    2,114Douglas T. Brinkworth
    
    
    1,857
    
    
    
    2,439
  Fiscal 2007, Fiscal 2008 and Fiscal 2009 LTIP-2 Awards Peer Group
 Peer Group Member Name
    
    Ticker SymbolAmeriGas Partners, L.P.
    
    APUCopano Energy, LLC
    
    CPNOCrosstex Energy, L.P.
    
    XTEXDorchester Minerals, L.P.
    
    DMLPEnergy Transfer Partners, L.P.
    
    ETPFerrellgas Partners, L.P.
    
    FGPInergy, L.P.
    
    NRGYMarkWest Energy Partners, L.P.
    
    MWEPlains All American Pipeline, L.P.
    
    PAAStar Gas Partners, L.P.
    
    SGUSunoco Logistics Partners, L.P.
    
    SXL
    68




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Restricted Unit Plans
 2000 Restricted Unit Plan
    1.
    
    The unvested RUP award has been held by the grantee for at least six months;2.
    
    The RUP grantee is age 55 or older; and3.
    
    The RUP grantee has worked for us or one of our predecessors for at least 10
years.
   
    
    To attract skilled and capable candidates to fill vacant positions;
    
    To retain the services of an employee;
    
    To provide an adequate compensation package to accompany an internal promotion; and
    
    To reward outstanding performance.
  69




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##### Table of Contents




    
    The executive officers scope of responsibility, performance and contribution to
meeting our objectives;
    
    The total cash compensation opportunity provided to the executive officer for whom
the award is being considered;
    
    The value of similar equity awards to executive officers of similarly sized
enterprises; and
    
    The current value of a similar quantity of outstanding Common Units.
      Grant Date
    
    Quantity of Restricted UnitsMichael A. Stivala
    
    December 1, 2008
    
    
    4,818Steven C. Boyd
    
    December 1, 2008
    
    
    2,570Michael M. Keating
    
    December 1, 2008
    
    
    4,818Douglas T. Brinkworth
    
    December 1, 2008
    
    
    3,212
  70




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2009 Restricted Unit Plan
   71




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Recoupment of Incentive Compensation
 www.suburbanpropane.com
  Pension Plan
   Deferred Compensation
    If We Meet This
    
    The Participating EmployeePercentage of
    
    Will Receive this MatchingBudgeted EBITDA(1)
    
    Contribution for the Year115% or higher
    
    
    100
    %100% to 114%
    
    
    50
    %90% to 99%
    
    
    25
    %Less than 90%
    
    
    0
    %
 (1)
    
    For additional information regarding the non-GAAP term Budgeted EBITDA, refer to the
explanation provided under the subheading Annual Cash Bonus Plan above.  72




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Non-Qualified Deferred Compensation
    Supplemental Executive Retirement Plan
    73




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##### Table of Contents



Other Benefits
    Perquisites
  Employer-Tax Preparation
    
    
    ProvidedName
    
    Services
    
    
    Vehicle
    
    
    PhysicalMark A. Alexander
    
    $
    3,500
    
    
    $
    11,819
    
    
    $
    1,300Michael A. Stivala
    
    $
    -0-
    
    
    $
    11,318
    
    
    $
    1,300Michael J. Dunn, Jr.
    
    $
    3,000
    
    
    $
    12,205
    
    
    $
    -0-Steven C. Boyd
    
    $
    3,000
    
    
    $
    6,205
    
    
    $
    -0-Michael M. Keating
    
    $
    3,000
    
    
    $
    11,015
    
    
    $
    1,300Douglas T. Brinkworth
    
    $
    3,000
    
    
    $
    10,610
    
    
    $
    -0-
   74




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Impact of Accounting and Tax Treatments of Executive Compensation
     Employment Agreements
 Separation and Consulting Agreement of Mr. Alexander Letter of Agreement of Mr. Dunn
   75




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Employment Agreement of Mr. Alexander
    
    
    A lump sum severance payment equal to three times his annual base salary in effect
as of the date of termination plus three times his annual cash bonus at 100%; and
    
    Medical benefits for three years from the date of such termination.
  
    
    A severance payment equal to (A) the portion of his base salary earned but not paid
as of the date of termination, (B) his pro-rata annual cash bonus under the employment
agreement based upon the number of days worked during the fiscal year of termination,
and (C) three times his annual base salary in effect as of the date of termination; and
    
    Medical benefits for three years from the date of such termination reduced to the
extent comparable benefits are provided to Mr. Alexander by another party.
  76




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Separation and Consulting Agreement of Mr. Alexander
  
    
    Mr. Alexander was to remain our Chief Executive Officer until the close of business on
September 26, 2009. At that time, Mr. Dunn would succeed him as our President and Chief
Executive Officer. Mr. Alexander agreed not to stand for election to our Board of
Supervisors at the July 22, 2009 Tri-Annual Meeting.
    
    Mr. Alexanders existing employment agreement was to remain in effect until the end of
fiscal 2009 and subsequently have no further force or effect. During the period between
April 23, 2009 and September 26, 2009, the Board of Supervisors would retain the right to
terminate the existing agreement for cause. During the period between April 23, 2009 and
September 26, 2009, Mr. Alexander was permitted to seek other employment opportunities that
were not inconsistent with the non-compete provisions of his separation and consulting
agreement.
    
    Mr. Alexander will remain bound to non-competition, non-solicitation and confidentiality
obligations substantially identical to those contained in his former employment agreement,
in each case, for the three year period commencing at the close of business on September
26, 2009.
    
    For the three year period commencing at the close of business on September 26, 2009, Mr.
Alexander will remain engaged by the Partnership as an independent consultant providing
transitional assistance and strategic advice to the Board of Supervisors and to Mr. Dunn
with respect to operational matters, acquisitions, dispositions and other transactional
matters.
    
    As payment for his three-year consulting services, Mr. Alexander will receive an
aggregate consulting fee of $1,000,000, payable over the course of the three-year
consulting period.
    
    Mr. Alexander will be paid his fiscal 2009 cash bonus (110% of base salary), without
proration.
    
    Mr. Alexander received a payment ($444,030) under the SERP equal to what said payment
would have been if Mr. Alexander had attained age 55 on September 26, 2009.
    
    Mr. Alexander will be reimbursed for income tax preparation services for the filing of
his 2009, 2010 and 2011 income tax returns.
    
    We will continue to pay the lease expense and insurance on Mr. Alexanders
employer-provided vehicle for the three years during which he acts as a consultant.
    
    We will pay for Mr. Alexanders supplemental life insurance coverage for the three years
during which he acts as a consultant.
  77




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
    
    In lieu of a fiscal 2009 matching contribution of $14,700 to Mr. Alexanders 401(k), Mr.
Alexander will receive a cash payment of $14,700 on or about the same day that fiscal 2009
matching contributions are made to the 401(k) accounts of the Partnerships employees.
    
    We will reimburse Mr. Alexanders payments for medical and dental benefits coverage
until he is covered under another employers medical/dental plan for a period not to exceed
the three year consulting period.
    
    Mr. Alexander has provided us with a general release from future litigation. He will
retain his rights to indemnification and to director and officer insurance.
    
    Mr. Alexander transferred his sole membership interest in the general partner to Mr.
Dunn at the close of business on September 26, 2009.
    
    The change of control benefits under Mr. Alexanders existing employment agreement
terminated at the close of business on September 26, 2009. However, if a change of control
occurs during the three year period during which he provides consulting services to us, his
consulting obligations will cease and he will be paid the remaining, unpaid portion of the
agreed upon consulting fee of $1,000,000. In addition, he will receive payment of any
unpaid LTIP-2 awards in accordance with the terms and conditions of the plan document.
  Employment Agreement of Mr. Dunn
   
    
    The portion of his base salary earned but not paid as of the date of termination;
    
    His pro-rata cash bonus (the bonus Mr. Dunn would have been entitled to under the
employment agreement for the full fiscal year in which the termination occurred
multiplied by the number of days from the beginning of that fiscal year until the
termination date and divided by 365);
    
    Two times the sum of (1) his annual base salary in effect as of the date of
termination, plus (2) the Maximum Annual Cash Bonus; and
    
    Medical benefits for two years from the date of such termination.
  78




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
    
    A severance payment equal to (A) the portion of his base salary earned but not paid
as of the date of termination, (B) the annual cash bonus Mr. Dunn would have been
entitled to under the employment agreement for the full fiscal year in which the
termination occurred had Mr. Dunn remained employed by the Partnership for that full
fiscal year, and (C) two times his annual base salary in effect as of the date of
termination; and
    
    Medical benefits for two years from the date of such termination.
   Letter of Agreement of Mr. Dunn
  
    
    Mr. Dunn will participate in our Severance Protection Plan at the 78-week participation
level.
    
    If on or after the last day of fiscal 2012, Mr. Dunn retires or leaves as a result of an
agreed-upon succession plan, he will receive the following:
 
    
    A lump sum payment equal to two years of base salary.
    
    Payment of medical benefits until attainment of age 65 (Mr. Dunn will be
63 at the conclusion of fiscal 2012).
    
    Payment of unvested LTIP-2 awards held by Mr. Dunn at separation in
accordance with the terms and conditions of the LTIP-2 plan document.
    
    Transfer of ownership of employer-provided vehicle to Mr. Dunn.
    
    Receipt of other vested and certain unvested benefits including
restricted unit awards, earned cash bonus, pension plan in accordance with the terms
and conditions of each plan.
    79




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##### Table of Contents



Severance Benefits
   Change of Control
     
    
    An acquisition of our Common Units or voting equity interests by any person
immediately after which such person beneficially owns more than 30% of the combined
voting power of our then outstanding Common Units, unless such acquisition was made by
(a) us or our subsidiaries, or any employee benefit plan maintained by us, our
Operating Partnership or any of our subsidiaries, or (b) any person in a transaction
where (A) the existing holders prior to the transaction own at least 50% of the voting
power of the entity surviving the transaction and (B) none of the Unitholders other
than Suburban, our subsidiaries, any employee benefit plan maintained by us, our
Operating Partnership, or the surviving entity, or the existing beneficial owner of
more than 25% of the outstanding Common Units owns more than 25% of the combined voting
power of the surviving entity (such transaction, a Non-Control Transaction); or
    
    The consummation of (a) a merger, consolidation or reorganization involving Suburban
other than a Non-Control Transaction; (b) a complete liquidation or dissolution of
Suburban; or (c) the sale or other disposition of 40% or more of the gross fair market
value of all the assets of Suburban to any
person (other than a transfer to a subsidiary).
  80




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##### Table of Contents




    
    An acquisition of our Common Units or voting equity interests by any person
immediately after which such person beneficially owns more than 25% of the combined
voting power of our then outstanding Common Units, unless such acquisition was made by
(a) us or our subsidiaries, Suburban Energy Services Group, LLC, or any employee
benefit plan maintained by us, our Operating Partnership or any of our subsidiaries, or
(b) any person in a transaction where (A) the existing holders prior to the transaction
own at least 60% of the voting power of the entity surviving the transaction and (B)
none of the Unitholders other than the Partnership, our subsidiaries, any employee
benefit plan maintained by us, our Operating Partnership, or the surviving entity, or
the existing beneficial owner of more than 25% of the outstanding Common Units owns
more than 25% of the combined voting power of the surviving entity (such transaction, a
Non-Control Transaction); or
    
    Approval by our partners of (a) a merger, consolidation or reorganization involving
the Partnership other than a Non-Control Transaction; (b) a complete liquidation or
dissolution of the Partnership; or (c) the sale or other disposition of 50% or more of
our net assets to any person (other than a transfer to a subsidiary).
  Report of the Compensation Committee
   
  81




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ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION
 Summary Compensation Table for Fiscal 2009
  Change inPension ValueandNonqualifiedNon-Equity
    
    
    DeferredUnit
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    ($)(6)
    
    
    ($)(a)
    
    (b)
    
    (c )
    
    
    (d)
    
    
    (e)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Mark A. Alexander Chief Executive Officer
    
    2009
    
    $
    450,000
    
    
    
    
    
    
    $
    367,525
    
    
    $
    495,000
    
    
    $
    64,042
    
    
    $
    1,126,693
    
    
    $
    2,503,2602008
    
    $
    450,000
    
    
    
    
    
    
    $
    171,606
    
    
    $
    427,500
    
    
    
    
    
    
    $
    46,926
    
    
    $
    1,096,0322007
    
    $
    450,000
    
    
    $
    45,000
    
    
    $
    410,238
    
    
    $
    456,188
    
    
    
    
    
    
    $
    52,507
    
    
    $
    1,413,933Michael A. Stivala Chief Financial Officer & Chief Accounting Officer
    
    2009
    
    $
    262,500
    
    
    
    
    
    
    $
    230,025
    
    
    $
    214,500
    
    
    
    
    
    
    $
    41,728
    
    
    $
    748,7532008
    
    $
    250,000
    
    
    
    
    
    
    $
    157,913
    
    
    $
    154,375
    
    
    
    
    
    
    $
    32,589
    
    
    $
    594,8772007
    
    $
    200,000
    
    
    
    
    
    
    $
    210,370
    
    
    $
    132,831
    
    
    
    
    
    
    $
    32,356
    
    
    $
    575,557Michael
J. Dunn, Jr. President
    
    2009
    
    $
    433,333
    
    
    
    
    
    
    $
    719,286
    
    
    $
    467,500
    
    
    $
    56,050
    
    
    $
    48,065
    
    
    $
    1,724,2342008
    
    $
    425,000
    
    
    
    
    
    
    $
    498,395
    
    
    $
    403,750
    
    
    
    
    
    
    $
    38,976
    
    
    $
    1,366,1212007
    
    $
    391,552
    
    
    
    
    
    
    $
    824,713
    
    
    $
    443,568
    
    
    $
    6,752
    
    
    $
    44,879
    
    
    $
    1,711,464Steven C. Boyd Vice President of Field Operations
    
    2009
    
    $
    260,000
    
    
    
    
    
    
    $
    243,600
    
    
    $
    214,500
    
    
    $
    53,577
    
    
    $
    39,811
    
    
    $
    811,4882008
    
    $
    245,000
    
    
    
    
    
    
    $
    178,116
    
    
    $
    139,650
    
    
    
    
    
    
    $
    26,406
    
    
    $
    589,1722007
    
    $
    226,232
    
    
    
    
    
    
    $
    243,910
    
    
    $
    155,868
    
    
    
    
    
    
    $
    34,202
    
    
    $
    660,212Michael M. Keating Senior Vice President of Administration
    
    2009
    
    $
    230,833
    
    
    
    
    
    
    $
    218,072
    
    
    $
    160,875
    
    
    $
    107,821
    
    
    $
    45,583
    
    
    $
    763,1842008
    
    $
    220,000
    
    
    
    
    
    
    $
    290,955
    
    
    $
    135,850
    
    
    
    
    
    
    $
    35,109
    
    
    $
    681,9142007
    
    $
    210,000
    
    
    
    
    
    
    $
    266,908
    
    
    $
    151,611
    
    
    $
    5,648
    
    
    $
    43,816
    
    
    $
    677,983Douglas T. Brinkworth Vice President of Product Supply
    
    2009
    
    $
    228,333
    
    
    
    
    
    
    $
    203,655
    
    
    $
    185,625
    
    
    $
    31,679
    
    
    $
    43,440
    
    
    $
    692,7322008
    
    $
    215,000
    
    
    
    
    
    
    $
    148,463
    
    
    $
    153,188
    
    
    
    
    
    
    $
    34,881
    
    
    $
    551,5322007
    
    $
    195,000
    
    
    
    
    
    
    $
    213,167
    
    
    $
    129,758
    
    
    
    
    
    
    $
    41,720
    
    
    $
    579,645
 (1)
    
    Includes amounts deferred by named executive officers as contributions to the qualified
401(k) Plan. For more information on Mr. Alexanders and Mr. Dunns base salaries, refer to
the subheading titled Employment Agreements in the Compensation Discussion and Analysis
above. During fiscal 2007, Mr. Stivala was not our Chief Financial Officer. His promotion
from Controller to Chief Financial Officer was effective on September 30, 2007; therefore, the
$50,000 increase between his fiscal 2007 and fiscal 2008 base salary is attributable to the
increased responsibilities associated with his promotion.For more information on the relationship between salaries and other cash compensation (i.e.,
annual cash incentives and 2003 Long-Term Incentive Plan awards), refer to the subheading titled
Allocation Among Components in the Compensation Discussion and Analysis above.(2)
    
    For fiscal 2007, in recognition of performance, the Committee provided Mr. Alexander with
an incentive payment equal to 110% of his target cash bonus to parallel the cash bonuses
earned by the other named executive officers under the annual cash bonus plan. The amount
reported in this column represents the additional 10% awarded to Mr. Alexander at the
Committees discretion. For fiscal 2009, as part of the negotiated terms of Mr. Alexanders
separation and consulting agreement, the Committee agreed to provide Mr. Alexander with a cash
bonus payment of up to 110% of his base salary to parallel the cash bonuses earned by the
other named executive officers under our annual cash bonus plan. Because the additional 10%
for 2009 was pursuant to a written agreement (i.e., Mr. Alexanders separation and consulting
agreement), this amount has been reported in column g.  82




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##### Table of Contents



(3)
    
    The amounts reported in this column represent the expense, before the application of
forfeiture estimates, recognized in our fiscal 2009, 2008 and 2007 statements of operations
with respect to RUP awards made in fiscal years 2009, 2008 and 2007, as well as in prior
fiscal years, and for LTIP-2 awards made in fiscal years 2009, 2008 and 2007 as well as in
prior fiscal years. The specific details regarding these plans are provided in the preceding
Compensation Discussion and Analysis under the subheadings 2000 Restricted Unit Plan and
2003 Long-Term Incentive Plan. The breakdown for each plan with respect to each named
executive officer is as follows: Plan Name
    
    Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. Brinkworth2009RUP
    
    $
    N/A
    
    
    $
    105,677
    
    
    $
    337,490
    
    
    $
    111,438
    
    
    $
    87,177
    
    
    $
    80,802LTIP-2
    
    
    367,528
    
    
    
    124,348
    
    
    
    381,796
    
    
    
    132,162
    
    
    
    130,895
    
    
    
    122,853Total
    
    $
    367,528
    
    
    $
    230,025
    
    
    $
    719,286
    
    
    $
    243,600
    
    
    $
    218,072
    
    
    $
    203,6552008RUP
    
    
    N/A
    
    
    $
    81,983
    
    
    $
    309,366
    
    
    $
    94,480
    
    
    $
    160,358
    
    
    $
    65,106LTIP-2
    
    $
    171,606
    
    
    
    75,930
    
    
    
    189,029
    
    
    
    83,636
    
    
    
    130,597
    
    
    
    83,357Total
    
    $
    171,606
    
    
    $
    157,913
    
    
    $
    498,395
    
    
    $
    178,116
    
    
    $
    290,955
    
    
    $
    148,4632007RUP
    
    
    N/A
    
    
    $
    82,507
    
    
    
    N/A
    
    
    $
    87,127
    
    
    $
    39,911
    
    
    $
    73,536LTIP-2
    
    $
    410,238
    
    
    
    127,863
    
    
    $
    824,713
    
    
    
    156,783
    
    
    
    226,997
    
    
    
    139,631Totals
    
    $
    410,238
    
    
    $
    210,370
    
    
    $
    824,713
    
    
    $
    243,910
    
    
    $
    266,908
    
    
    $
    213,167
 Because Mr. Dunn has met the retirement eligibility criteria under the provisions of LTIP-2, all
compensation expense relative to unvested awards granted to Mr. Dunn under this plan was
recognized in full in the year the award is granted. Although Mr. Dunn has also met the
retirement eligibility criteria under the RUPs normative retirement provisions, at the
discretion of the Committee, Mr. Dunns unvested fiscal 2008 RUP award must be held for three
years from the grant date of December 3, 2007 before the retirement provisions become
applicable. As a result, the expense associated with Mr. Dunns fiscal 2008 RUP award will be
recognized over this three year period. Mr. Dunns December 3, 2007 RUP award of 29,533 units
was granted in consideration of his responsibilities as the Partnerships President and in
consideration of his not having received a prior award under this plan.Because Mr. Keating satisfied the RUP and LTIP-2 retirement criteria during fiscal 2008, all
remaining unrecognized expense relative to unvested awards held by him in fiscal 2008 was
recognized during fiscal 2008. Additionally, all compensation expense relative to unvested
awards granted to Mr. Keating during fiscal 2009 was fully recognized during fiscal 2009.(4)
    
    For fiscal 2009 and fiscal 2008, the amounts reported in this column represent each named
executive officers annual cash bonus earned in accordance with the performance measures
discussed under the subheading Annual Cash Bonus Plan in the Compensation Discussion and
Analysis. For fiscal 2007, the amounts included in this column also include the interest
credits made on behalf of the remaining balances of LTIP-2s predecessor plan. Because the
remaining balances of the predecessor plan were distributed to the participants during
November 2007, there were no fiscal 2009 or fiscal 2008 interest credits. The fiscal 2007
breakdown for each plan with respect to each named executive officer is as follows: Plan Name
    
    Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. BrinkworthCash Bonus
    
    $
    450,000
    
    
    $
    132,000
    
    
    $
    440,000
    
    
    $
    155,100
    
    
    $
    150,150
    
    
    $
    128,700LTIP-1 Interest Credits
    
    
    6,188
    
    
    
    831
    
    
    
    3,568
    
    
    
    768
    
    
    
    1,461
    
    
    
    1,058Totals
    
    $
    456,188
    
    
    $
    132,831
    
    
    $
    443,568
    
    
    $
    155,868
    
    
    $
    151,611
    
    
    $
    129,758
 (5)
    
    The amounts reported in this column represent each named executive officers Cash Balance
Plan earnings and for Messrs. Alexander and Dunn, SERP earnings for the year. The decline in
values of pension and nonqualified deferred compensation balances for fiscal 2008 were
($150,315), ($23,157), ($29,043), ($57,881) and ($17,463) for Messrs. Alexander, Dunn, Boyd,
Keating and Brinkworth, respectively. The decline in values of pension and nonqualified
deferred compensation balances for fiscal 2007 were ($1,460), ($3,348) and ($1,339) for
Messrs. Alexander, Boyd and Brinkworth, respectively. These amounts have been omitted from
the table because they are negative. Mr. Stivala is not a participant in these plans.  83




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##### Table of Contents



(6)
    
    The amounts reported in this column consist of the following: 2009Type of Compensation
    
    Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. Brinkworth401(k) Match
    
    $
    
    
    
    $
    14,700
    
    
    $
    14,700
    
    
    $
    14,700
    
    
    $
    14,200
    
    
    $
    13,825Value of Annual Physical Examination
    
    
    1,300
    
    
    
    1,300
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,300
    
    
    
    N/AValue of Partnership Provided Vehicle
    
    
    11,819
    
    
    
    11,318
    
    
    
    12,205
    
    
    
    6,205
    
    
    
    11,015
    
    
    
    10,610Tax Preparation Services
    
    
    3,500
    
    
    
    N/A
    
    
    
    3,000
    
    
    
    3,000
    
    
    
    3,000
    
    
    
    3,000Cash Balance Plan Administrative Fees
    
    
    1,500
    
    
    
    N/A
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500Insurance Premiums
    
    
    19,082
    
    
    
    14,410
    
    
    
    16,660
    
    
    
    14,406
    
    
    
    14,568
    
    
    
    14,505Severance Payments
    
    
    1,126,693
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotals
    
    $
    1,163,894
    
    
    $
    41,728
    
    
    $
    48,065
    
    
    $
    39,811
    
    
    $
    45,583
    
    
    $
    43,440
 2008Type of Compensation
    
    Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. Brinkworth401(k) Match
    
    $
    3,450
    
    
    $
    3,450
    
    
    $
    3,450
    
    
    $
    3,450
    
    
    $
    3,300
    
    
    $
    3,248Value of Annual Physical Examination
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    N/A
    
    
    
    1,200
    
    
    
    1,200Value of Partnership Provided Vehicle
    
    
    11,395
    
    
    
    12,647
    
    
    
    12,888
    
    
    
    6,549
    
    
    
    11,522
    
    
    
    11,395Tax Preparation Services
    
    
    5,000
    
    
    
    N/A
    
    
    
    2,500
    
    
    
    900
    
    
    
    2,500
    
    
    
    2,500Cash Balance Plan Administrative Fees
    
    
    1,500
    
    
    
    N/A
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500Insurance Premiums
    
    
    24,081
    
    
    
    14,992
    
    
    
    17,138
    
    
    
    14,007
    
    
    
    15,087
    
    
    
    15,038Totals
    
    $
    46,926
    
    
    $
    32,589
    
    
    $
    38,976
    
    
    $
    26,406
    
    
    $
    35,109
    
    
    $
    34,881
 2007Type of Compensation
    
    Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. Brinkworth401(k) Match
    
    $
    13,500
    
    
    $
    12,485
    
    
    $
    13,500
    
    
    $
    13,500
    
    
    $
    12,697
    
    
    $
    11,894Value of Annual Physical Examination
    
    
    1,200
    
    
    
    1,200
    
    
    
    1,200
    
    
    
    N/A
    
    
    
    1,500
    
    
    
    1,500Value of Partnership Provided Vehicle or, in Mr. Stivalas Case, Car Allowance
    
    
    11,078
    
    
    
    4,675
    
    
    
    10,198
    
    
    
    5,647
    
    
    
    11,522
    
    
    
    10,395Tax Preparation Services
    
    
    2,000
    
    
    
    N/A
    
    
    
    2,000
    
    
    
    950
    
    
    
    2,000
    
    
    
    2,000Cash Balance Plan Administrative Fees
    
    
    1,500
    
    
    
    N/A
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500Insurance Premiums
    
    
    23,229
    
    
    
    13,996
    
    
    
    16,481
    
    
    
    12,605
    
    
    
    14,597
    
    
    
    14,431Totals
    
    $
    52,507
    
    
    $
    32,356
    
    
    $
    44,879
    
    
    $
    34,202
    
    
    $
    43,816
    
    
    $
    41,720
 Note:
    
    Column (f) was omitted from the Summary Compensation Table because the Partnership does not
grant options to its employees. Grants of Plan Based Awards Table for Fiscal 2009
  PhantomUnits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All Other stock
    
    
    Grant DateUnderlying
    
    
    Estimated Future Payments
    
    
    Estimated Future Payments
    
    
    Awards:
    
    
    Fair Value ofEquity
    
    
    Under Non-Equity Incentive
    
    
    Under Equity Incentive Plan
    
    
    Number of
    
    
    Stock andIncentive
    
    
    Plan Awards
    
    
    Awards
    
    
    Shares of Stock
    
    
    OptionPlan
    
    Grant
    
    Approval
    
    Plan Awards
    
    
    Target
    
    
    Maximum
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    AwardsName
    
    Name
    
    Date
    
    Date
    
    (LTIP-2)(4)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    ($)(5)(a)
    
    
    
    (b)
    
    
    
    
    
    
    (d)
    
    
    (e)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (l)Mark Alexander
    
    RUP (1)
    
    N/A
    
    N/A
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ABonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    450,000
    
    
    $
    495,000LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    3,752
    
    
    
    
    
    
    
    
    
    
    $
    191,936
    
    
    $
    239,920Michael Stivala
    
    RUP(1)
    
    1 Dec 08
    
    13 Nov 08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,818
    
    
    $
    87,177Bonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    195,000
    
    
    $
    214,500LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    2,818
    
    
    
    
    
    
    
    
    
    
    $
    144,156
    
    
    $
    180,195Michael Dunn, Jr.
    
    RUP (1)
    
    1 Sep 09
    
    N/A
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ABonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    425,000
    
    
    $
    467,500LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    6,142
    
    
    
    
    
    
    
    
    
    
    $
    314,197
    
    
    $
    392,746Steven Boyd
    
    RUP (1)
    
    1 Dec 08
    
    13 Nov 08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,570
    
    
    $
    46,504Bonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    195,000
    
    
    $
    214,500LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    2,818
    
    
    
    
    
    
    
    
    
    
    $
    144,156
    
    
    $
    180,195Michael Keating
    
    RUP (1)
    
    1 Dec 08
    
    13 Nov 08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,818
    
    
    $
    87,177Bonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    146,250
    
    
    $
    160,875LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    2,114
    
    
    
    
    
    
    
    
    
    
    $
    108,143
    
    
    $
    135,179Douglas. Brinkworth
    
    RUP (1)
    
    1 Dec 08
    
    13 Nov 08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,212
    
    
    $
    58,115Bonus(2)
    
    28 Sep 08
    
    
    
    
    
    
    
    $
    168,750
    
    
    $
    185,625LTIP-2(3)
    
    28 Sep 08
    
    
    
    
    2,439
    
    
    
    
    
    
    
    
    
    
    $
    124,768
    
    
    $
    155,960
 (1)
    
    The quantities reported on these lines represent discretionary awards under the
Partnerships 2000 Restricted Unit Plan. RUP awards vest as follows: 25% of the award on
the third anniversary of the grant date; 25% of the award on the fourth anniversary of the
grant date; and 50% of the award on the fifth anniversary of the grant date. If a
recipient has held an unvested award for at least six months; is 55 years or older; and has
worked for the Partnership for at least ten years, an award held by such participant will
vest six months following such participants retirement if the participant retires prior to
the conclusion of the normal vesting schedule unless the Committee exercises its
discretionary authority to alter the applicability of the plans retirement provisions in
regard to a particular award. On September 26, 2009, Mr. Dunn and Mr. Keating were the
only named executive officers who held RUP awards and, at the same time, satisfied all
three retirement eligibility criteria. However, as a condition of Mr. Dunns fiscal 2008
award, the Committee requires Mr. Dunn to hold his award for three years from the grant
date before the plans retirement provisions become applicable. Detailed discussions of
the general terms of the RUP and the facts and circumstances considered by the Committee in
authorizing the 2009 awards to the named executive officers is included in the
Compensation Discussion and Analysis under the subheading 2000 Restricted Unit Plan.  84




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(2)
    
    Amounts reported on these lines are the targeted and maximum annual cash bonus
compensation potential for each named executive officer under the annual cash bonus plan as
described in the Compensation Discussion and Analysis under the subheading Annual Cash
Bonus Plan. Actual amounts earned by the named executive officers for fiscal 2009 were
equal to 110% of the Target amounts reported on this line. Column (c) (Threshold $)
was omitted because the annual cash bonus plan does not provide for a minimum cash payment.
Because these plan awards were granted to, and 110% of the Target awards were earned by,
our named executive officers during fiscal 2009, 110% of the Target amounts reported
under column (d) have been reported in the Summary Compensation Table above.(3)
    
    LTIP-2 is a phantom unit plan. As discussed in the Compensation Discussion and
Analysis above, under the subheading 2003 Long-Term Incentive Plan, in accordance with a
verbal agreement between Mr. Alexander and the Board of Supervisors, Mr. Alexanders award
is based upon 30% of his annual target cash bonus; however, Mr. Dunns award (as are the
awards of all of the other named executive officers) is based upon 52% of his annual target
cash bonus. The different percentages account for the apparent differences between amounts
reported for Mr. Alexander and for Mr. Dunn.Payments, if earned, are based on a combination of (1) the fair market value of our Common
Units at the end of a three-year measurement period, which, for purposes of the plan, is the
average of the closing prices for the twenty business days preceding the conclusion of the
three-year measurement period, and (2) cash equal to the distributions that would have
inured to the same quantity of outstanding Common Units during the same three-year
measurement period. The fiscal 2009 award Target ($) and Maximum ($) amounts are
estimates based upon (1) the fair market value (the average of the closing prices of our
Common Units for the twenty business days preceding September 26, 2009) of our Common Units
at the end of fiscal 2009, and (2) the estimated distributions over the course of the
awards three-year measurement period. Column (f) (Threshold $) was omitted because
LTIP-2 does not provide for a minimum cash payment. Detailed descriptions of the plan and
the calculation of awards are included in the Compensation Discussion and Analysis under
the subheading 2003 Long-Term Incentive Plan.(4)
    
    This column is frequently used when non-equity incentive plan awards are denominated in
units; however, in this case, the numbers reported represent the phantom units each named
executive officer was awarded under LTIP-2 during fiscal 2009.(5)
    
    The dollar amounts reported in this column represent the aggregate fair value of the
RUP awards on the grant date, net of estimated future distributions during the vesting
period. The fair value shown may not be indicative of the value realized in the future
upon vesting due to the variability in the trading price of our Common Units.Note:
    
    Columns (j) and (k) were omitted from the Grants of Plan Based Awards Table because the
Partnership does not award options to its employees. Outstanding Equity Awards at Fiscal Year End 2009 Table
  Stock AwardsEquity IncentivePlan Awards:Number of
    
    
    Equity Incentive PlanMarket Value
    
    
    Unearned
    
    
    Awards: Market orNumber of
    
    
    of Shares or
    
    
    Shares, Units or
    
    
    Payout Value ofShares or Units of
    
    
    Units of Stock
    
    
    Other Rights
    
    
    Unearned Shares,Stock That Have
    
    
    That Have Not
    
    
    that Have Not
    
    
    Units or Other RightsNot Vested
    
    
    Vested
    
    
    Vested
    
    
    That Have Not VestedName
    
    (#)(6)
    
    
    ($)(7)
    
    
    (#)(8)
    
    
    ($)(9)(a)
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Mark A. Alexander
    
    
    
    
    
    
    
    
    
    
    6,741
    
    
    $
    344,206Michael A. Stivala(1)
    
    
    16,694
    
    
    $
    689,212
    
    
    
    4,689
    
    
    $
    239,471Michael J. Dunn, Jr.(2)
    
    
    29,533
    
    
    $
    1,219,270
    
    
    
    11,036
    
    
    $
    563,515Steven C. Boyd(3)
    
    
    16,874
    
    
    $
    696,643
    
    
    
    4,511
    
    
    $
    230,404Michael M. Keating(4)
    
    
    10,424
    
    
    $
    430,355
    
    
    
    3,761
    
    
    $
    192,047Douglas T. Brinkworth(5)
    
    
    14,252
    
    
    $
    588,394
    
    
    
    4,296
    
    
    $
    219,370
  85




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##### Table of Contents



(1)
    
    Mr. Stivalas RUP awards will vest as follows: Oct. 1,
    
    
    Nov 1,
    
    
    Apr 25,
    
    
    Oct 1,
    
    
    Nov 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Dec 1,Vesting Date
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    2012
    
    
    2013Quantity of Units
    
    
    870
    
    
    
    900
    
    
    
    1,374
    
    
    
    1,738
    
    
    
    600
    
    
    
    568
    
    
    
    1,374
    
    
    
    1,205
    
    
    
    568
    
    
    
    2,748
    
    
    
    1,205
    
    
    
    1,136
    
    
    
    2,408
 (2)
    
    Despite Mr. Dunns having met the plans retirement criteria (explained under the
subheading 2000 Restricted Unit Plan in the Compensation Discussion and Analysis), Mr.
Dunns fiscal 2008 RUP award of 29,533 unvested units will not be subject to the plans
retirement provisions until December 3, 2010. For more information on this and the
retirement provisions, refer to the subheading 2000 Restricted Unit Plan in the
Compensation Discussion and Analysis. If Mr. Dunn does not retire prior to the
conclusion of the normal vesting schedule of his RUP awards, his RUP awards will vest as
follows: Dec 3,
    
    
    Dec 3,
    
    
    Dec 3,Vesting Date
    
    2010
    
    
    2011
    
    
    2012Quantity of Units
    
    
    7,384
    
    
    
    7,384
    
    
    
    14,765
 (3)
    
    Mr. Boyds RUP awards will vest as follows: Nov 1,
    
    
    Apr 25,
    
    
    Nov 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Dec 1,Vesting Date
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    2012
    
    
    2013Quantity of Units
    
    
    2,200
    
    
    
    1,374
    
    
    
    3,200
    
    
    
    852
    
    
    
    1,374
    
    
    
    643
    
    
    
    852
    
    
    
    2,748
    
    
    
    643
    
    
    
    1,704
    
    
    
    1,284
 (4)
    
    Mr. Keating met the retirement eligibility criteria (explained under the subheading
2000 Restricted Unit Plan in the Compensation Discussion and Analysis) during fiscal
2008. If he does not retire prior to the conclusion of the normal vesting schedule of his
RUP awards, his RUP awards will vest as follows: Apr 25,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Dec 1,Vesting Date
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    2012
    
    
    2013Quantity of Units
    
    
    550
    
    
    
    852
    
    
    
    550
    
    
    
    1,205
    
    
    
    852
    
    
    
    1,098
    
    
    
    1,205
    
    
    
    1,704
    
    
    
    2,408
 (5)
    
    Mr. Brinkworths RUP awards will vest as follows: Oct 1,
    
    
    Nov 1,
    
    
    Apr 25,
    
    
    Oct 1,
    
    
    Nov 1,
    
    
    Dec 3,
    
    
    Apr 25,
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Apr 25
    
    
    Dec 1,
    
    
    Dec 3,
    
    
    Dec 1,Vesting Date
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    2012
    
    
    2013Quantity of Units
    
    
    870
    
    
    
    1,525
    
    
    
    413
    
    
    
    1,738
    
    
    
    1,850
    
    
    
    852
    
    
    
    413
    
    
    
    803
    
    
    
    852
    
    
    
    823
    
    
    
    803
    
    
    
    1,704
    
    
    
    1,606
 (6)
    
    The figures reported in this column represent the total quantity of each of our named
executive officers unvested RUP awards.(7)
    
    The figures reported in this column represent the figures reported in column (g)
multiplied by the average of the highest and the lowest trading prices of our Common Units
on September 25, 2009, the last trading day of fiscal 2009.(8)
    
    The amounts reported in this column represent the quantities of phantom units that
underlie the outstanding and unvested fiscal 2008 and fiscal 2009 awards under LTIP-2.
Payments, if earned, will be made to participants at the end of a three-year measurement
period and will be based upon our total return to Common Unitholders in comparison to the
total return provided by a predetermined peer group of eleven other companies, all of which
are publicly-traded partnerships, to their unitholders. For more information on LTIP-2,
refer to the subheading 2003 Long-Term Incentive Plan in the Compensation Discussion and
Analysis.(9)
    
    The amounts reported in this column represent the estimated future target payouts of
the fiscal 2008 and fiscal 2009 LTIP-2 awards. These amounts were computed by multiplying
the quantities of the unvested phantom units in column (i) by the average of the closing
prices of our Common Units for the twenty business days preceding September 26, 2009 (in
accordance with the plans valuation methodology), and by adding to the product of that
calculation the product of each years underlying phantom units times the sum of the
distributions that are estimated to inure to an outstanding Common Unit during each awards
three-year measurement period. Due to the variability in the trading prices of our Common
Units, as well as our performance relative to the peer group, actual payments, if any, at
the end of the three-year measurement period may differ. The following chart provides a
breakdown of each years awards: Mr. Alexander
    
    
    Mr. Stivala
    
    
    Mr. Dunn
    
    
    Mr. Boyd
    
    
    Mr. Keating
    
    
    Mr. BrinkworthFiscal 2008 Phantom Units
    
    
    2,989
    
    
    
    1,871
    
    
    
    4,894
    
    
    
    1,693
    
    
    
    1,647
    
    
    
    1,857Value of Fiscal 2008 Phantom Units
    
    $
    123,447
    
    
    $
    77,273
    
    
    $
    202,125
    
    
    $
    69,922
    
    
    $
    68,022
    
    
    $
    76,695Estimated Distributions over Measurement Period
    
    $
    28,823
    
    
    $
    18,042
    
    
    $
    47,193
    
    
    $
    16,326
    
    
    $
    15,882
    
    
    $
    17,907Fiscal 2009 Phantom Units
    
    
    3,752
    
    
    
    2,818
    
    
    
    6,142
    
    
    
    2,818
    
    
    
    2,114
    
    
    
    2,439Value of Fiscal 2009 Phantom Units
    
    $
    154,960
    
    
    $
    116,385
    
    
    $
    253,667
    
    
    $
    116,385
    
    
    $
    87,309
    
    
    $
    100,732Estimated Distributions over Measurement Period
    
    $
    36,976
    
    
    $
    27,771
    
    
    $
    60,530
    
    
    $
    27,771
    
    
    $
    20,834
    
    
    $
    24,036
 Note:
    
    Columns (b), (c), (d), (e) and (f), all of which are for the reporting of option-related
compensation, have been omitted from the Outstanding Equity Awards At Fiscal Year End Table
because we do not grant options to our employees.  86




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##### Table of Contents



Equity Vested Table for Fiscal 2009
  2000 Restricted Unit Plan
    
    Unit AwardsNumber ofCommonUnits
    
    
    ValueAcquired on
    
    
    Realized onVesting
    
    
    VestingName
    
    (#)
    
    
    ($)(1)Mark A. Alexander
    
    
    
    
    
    
    Michael A. Stivala
    
    
    2,070
    
    
    $
    69,528Michael J. Dunn, Jr.
    
    
    
    
    
    
    Steven C. Boyd
    
    
    2,500
    
    
    $
    84,150Michael M. Keating
    
    
    
    
    
    
    Douglas T. Brinkworth
    
    
    2,695
    
    
    $
    90,566
 (1)
    
    The value realized is equal to the average of the high and low trading prices of our
Common Units on the vesting date, multiplied by the number of units that vested. 2003
Long-Term Incentive Plan  Fiscal2007(2)Award
    
    Cash AwardsNumber ofPhantomUnitsAcquired onVesting
    
    
    Value Realized onName
    
    (#)(3)
    
    
    Vesting ($)(4)Mark A. Alexander
    
    
    4,007
    
    
    $
    254,479Michael A. Stivala
    
    
    1,603
    
    
    $
    101,004Michael J. Dunn, Jr.
    
    
    6,174
    
    
    $
    389,020Steven C. Boyd
    
    
    2,037
    
    
    $
    128,305Michael M. Keating
    
    
    2,107
    
    
    $
    132,761Douglas T. Brinkworth
    
    
    1,806
    
    
    $
    113,795
 (2)
    
    The fiscal 2007 awards three-year measurement period concluded on September 26, 2009.(3)
    
    In accordance with the formula described in the Compensation Discussion and Analysis
under the subheading 2003 Long-Term Incentive Plan, these quantities were calculated at
the beginning of the three-year measurement period and were, therefore, based upon each
individuals salary and target cash bonus at that time.(4)
    
    The value (i.e., cash payment) realized was calculated in accordance with the terms and
conditions of LTIP-2. For more information, refer to the subheading 2003 Long-Term
Incentive Plan in the Compensation Discussion and Analysis.  87




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##### Table of Contents



Pension Benefits Table for Fiscal 2009
  Number
    
    
    Present Valueof Years
    
    
    of
    
    
    PaymentsCredited
    
    
    Accumulated
    
    
    During LastService
    
    
    Benefit
    
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    
    ($)
    
    
    ($)Mark A. Alexander
    
    SERP (1)
    
    
    7
    
    
    $
    444,030
    
    
    $
    444,030Cash Balance Plan (2)
    
    
    7
    
    
    $
    216,432
    
    
    $
    Michael A. Stivala(3)
    
    N/A
    
    
    N/A
    
    
    $
    
    
    
    $
    Michael J. Dunn, Jr.
    
    SERP (1)
    
    
    6
    
    
    $
    51,610
    
    
    $
    Cash Balance Plan(2)
    
    
    6
    
    
    $
    220,698
    
    
    $
    LTIP-2 (4)
    
    
    N/A
    
    
    $
    563,515
    
    
    $
    RUP(5)
    
    
    N/A
    
    
    
    N/A
    
    
    $
    Steven C. Boyd
    
    Cash Balance Plan (2)
    
    
    15
    
    
    $
    120,322
    
    
    $
    Michael M. Keating
    
    Cash Balance Plan (2)
    
    
    15
    
    
    $
    388,163
    
    
    $
    LTIP-2 (4)
    
    
    N/A
    
    
    $
    192,047
    
    
    $
    RUP(5)
    
    
    N/A
    
    
    $
    430,355
    
    
    $
    Douglas T. Brinkworth
    
    Cash Balance Plan (2
    
    
    6
    
    
    $
    75,716
    
    
    $
    
 (1)
    
    Mr. Dunn is the sole remaining SERP participant. In accordance with the terms of Mr.
Alexanders separation and consulting agreement, the figure reported on this line is the
payment he received and represents the accumulated benefit due to Mr. Alexander if he had
remained in our employ until attaining age 55. For more information on the SERP, refer to
the subheading Supplemental Executive Retirement Plan in the Compensation Discussion and
Analysis.(2)
    
    For more information on the Cash Balance Plan, refer to the subheading Pension Plan
in the Compensation Discussion and Analysis.(3)
    
    Because Mr. Stivala commenced employment with the Partnership after January 1, 2000,
the date on which the Cash Balance Plan was closed to new participants, he does not
participate in the Cash Balance Plan.(4)
    
    Currently, Mr. Dunn and Mr. Keating are the only named executive officers who meet the
retirement criteria of the LTIP-2 plan document. For such participants, upon retirement,
outstanding but unvested LTIP-2 awards become fully vested. However, payouts on those
awards are deferred until the conclusion of each outstanding awards three-year measurement
period, based on the outcome of the TRU relative to the peer group. The number reported on
this line represents a projected payout of Mr. Dunns and Mr. Keatings outstanding fiscal
2008 and fiscal 2009 LTIP-2 awards. Because the ultimate payout, if any, is predicated on
the trading prices of the Partnerships Common Units at the end of the three-year
measurement period, as well as where within the peer group our TRU falls, the value
reported may not be indicative of the value realized in the future upon vesting due to the
variability in the trading price of our Common Units.(5)
    
    Currently, Mr. Dunn and Mr. Keating are the only named executive officers who meet the
retirement criteria of the RUP document. Despite Mr. Dunns having met the plans
retirement criteria, his fiscal 2008 award will not be subject to the plans retirement
provisions until December 3, 2010. For more information on this and the retirement
provisions, refer to the subheading 2000 Restricted Unit Plan in the Compensation
Discussion and Analysis. For participants who meet the retirement criteria, upon
retirement, outstanding RUP awards vest six months and one day after retirement. The value
reported in this table on behalf of Mr. Keating represents the value of 10,424 Common Units
using the average of the highest and the lowest trading prices of our Common Units on
September 25, 2009.  88




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##### Table of Contents



Potential Payments Upon Termination
 Potential Payments upon Termination to Named Executive Officers with Employment Agreements
  Involuntary
    
    
    InvoluntaryTermination
    
    
    TerminationWithout Cause
    
    
    Without Causeby the
    
    
    by thePartnership or
    
    
    Partnership orby the
    
    
    by theExecutive for
    
    
    Executive forGood Reason
    
    
    Good Reasonwithout a
    
    
    with aChange of
    
    
    Change ofExecutive Payments and Benefits Upon Termination
    
    Death
    
    
    Disability
    
    
    Control Event
    
    

Control EventMark A. AlexanderCash Compensation(1)
    
    $
    -0-
    (3)
    
    $
    -0-
    (4)
    
    $
    1,350,000
    
    
    $
    2,835,000Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(2)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    386,974SERP(5)
    
    
    227,800
    
    
    
    477,000
    
    
    
    N/A
    
    
    
    662,700Medical Benefits
    
    
    N/A
    
    
    
    N/A
    
    
    
    26,307
    
    
    
    26,307280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    227,800
    
    
    $
    477,000
    
    
    $
    1,376,307
    
    
    $
    3,910,981Michael J. Dunn, Jr.Cash Compensation(1)
    
    $
    -0-
    (3)
    
    $
    -0-
    (4)
    
    $
    950,000
    
    
    $
    1,995,000Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(2)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    633,534Accelerated Vesting of Outstanding RUP Awards(6)
    
    
    N/A
    
    
    
    1,219,270
    
    
    
    N/A
    
    
    
    1,219,270SERP
    
    
    30,300
    
    
    
    53,500
    
    
    
    53,500
    
    
    
    51,800Medical Benefits
    
    
    N/A
    
    
    
    N/A
    
    
    
    23,384
    
    
    
    23,384280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    30,300
    
    
    $
    1,272,770
    
    
    $
    1,026,884
    
    
    $
    3,922,988
 (1)
    
    For additional information on the cash compensation that would have been payable to Mr.
Alexander and Mr. Dunn under the provisions of their respective former employment
agreements if any of the four hypothetical events had occurred at the conclusion of fiscal
2009, refer to the subheading Employment Agreements in the Compensation Discussion and
Analysis.(2)
    
    In the event of a change of control, all LTIP-2 awards will vest immediately regardless
of whether termination immediately follows. If a change of control event occurs, the
calculation of the LTIP-2 payment will be made as if our total return to our Common
Unitholders in the top quartile of the peer group. For more information, refer to the
subheading 2003 Long-Term Incentive Plan in the Compensation Discussion and Analysis.
In the event of death, the inability to continue employment due to permanent disability, or
a termination without cause or a good reason resignation unconnected to a change of control
event, awards will vest in accordance with the normal vesting schedule and will be subject
to the same requirements and risks as awards held by individuals still employed by the
Partnership and will be subject to the same risks as awards held by all other participants.(3)
    
    Under their former employment agreements, in the event of death, Mr. Alexanders and
Mr. Dunns estates would have been entitled to a payment equal to the decedents earned but
unpaid salary and pro-rata cash bonus at the time of death.(4)
    
    Under their former employment agreements, in the event of disability, each is entitled
to a payment equal to his earned but unpaid salary and pro-rata cash bonus.(5)
    
    Because Mr. Alexander had not attained age 55 on September 26, 2009, had it not been
for the terms of his separation and consulting agreement, if any of the above hypothetical
events had occurred on that date, without regard to the terms of his separation and
consulting agreement that superseded the normative provisions of the SERP, only death,
disability or a change of control would have given rise to a SERP-related payment. Change
of control related payments are due to Mr. Alexander and Mr. Dunn within 30 days of the
change of control event, regardless of whether termination or resignation follows the
event. In the event of death, Mr. Alexanders estate would have received a lump sum
payment of $227,800. In the event of disability, if Mr. Alexander remained disabled until
age 55, he would be eligible for a lump sum payment, at that time, of $960,300. The figure
$477,000 reported in the table represents the present value of the hypothetical future
payment.(6)
    
    The RUP document makes no provisions for the vesting of awards held by recipients who
die prior to the completion of the vesting schedule. If a recipient of a RUP award becomes
permanently disabled, only those awards that have been held for at least one year on the
date that the employees employment is terminated as a result of his or her permanent
disability will immediately vest; all awards held by the recipient for less than one year
will be forfeited by the recipient. Because Mr. Dunns fiscal 2008 RUP award of 29,533
units was granted more than one year prior to September 26, 2009, if he had become
permanently disabled on September 26, 2009, his fiscal 2008 RUP award would have vested.Under circumstances unrelated to a change of control, if a RUP award recipients employment
is terminated without cause or he or she resigns for good reason, any RUP awards held by
such recipient will be forfeited. In the event of a change of control, as defined in the
RUP document, all unvested RUP awards will vest immediately on the date the change of
control is consummated, regardless of the holding period and regardless of whether the
recipients employment is terminated.  89




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##### Table of Contents



Actual Payments to Mr. Alexander under His Separation and Consulting Agreement
  PaymentsReceived forOrderly Planof Succession:Separation andConsultingExecutive Payments and Benefits Upon Termination
    
    AgreementCash Compensation(1)
    
    $
    1,000,000Annual Cash Bonus(2)
    
    
    495,000Payment of Remaining LTIP-2 Awards(3)
    
    
    344,206Vehicle(4)
    
    
    58,947Medical Benefits & Supplemental Life Insurance Coverage(5)
    
    
    57,246Income Tax Preparation Services for Three Years(6)
    
    
    10,500SERP Payment(7)
    
    
    444,030280(G)Tax Gross-up
    
    
    N/A409(A)Tax Gross-up
    
    
    N/ATotal
    
    $
    2,409,929
 (1)
    
    The amount reported on this line represents the aggregate consulting fee that Mr.
Alexander will receive for the three-year consulting period commencing on September 27,
2009. During the consulting period, Mr. Alexander will provide transitional assistance and
strategic advice to the Board of Supervisors and to Mr. Dunn. This amount will be paid in
bi-weekly installments over the course of the three-year consulting period and has been
reported in the column titled All Other Compensation ($) in the Summary Compensation
Table above.(2)
    
    The amount reported on this line represents Mr. Alexanders full annual cash bonus,
without pro-ration, for fiscal 2009 and has been reported in the column titled Non-Equity
Incentive Plan Compensation ($) in the Summary Compensation Table above.(3)
    
    The amount reported on this line represents the estimated payments of Mr. Alexanders
two remaining, unvested LTIP-2 awards (i.e., the fiscal 2008 and 2009 awards). Mr.
Alexanders fiscal 2008 and 2009 awards will be paid, if earned, in accordance with the
provisions of the LTIP-2 plan document. Because Mr. Alexander, the service provider, has
no additional services to perform in order to receive any cash payments for these awards,
all remaining, unamortized compensation expense associated with these awards was recognized
during fiscal 2009 and has been reported in the column titled Unit Awards ($) in the
Summary Compensation Table above.(4)
    
    The amount reported on this line represents the imputed fair market value for use of a
vehicle provided by the Partnership and the estimated cost of fuel for the vehicle during
the three-year consulting period and has been reported in the column titled All Other
Compensation ($) in the Summary Compensation Table above.(5)
    
    The amount reported on this line represents the estimated cost of health insurance
premiums and supplemental life insurance coverage during the three-year consulting period
and has been reported in the column titled All Other Compensation ($) in the Summary
Compensation Table above.(6)
    
    The amount reported on this line represents the estimated cost to reimburse Mr.
Alexander for income tax preparation services for three years and has been reported in the
column titled All Other Compensation ($) in the Summary Compensation Table above.(7)
    
    The amount reported on this line represents the lump-sum payment under the SERP equal
to what said payment would have been if Mr. Alexander had attained age 55 on September 26,
2009. In accordance with the provisions of Mr. Alexanders separation and consulting
agreement, this amount was paid within thirty days of the conclusion of fiscal 2009. All
above market interest credits relative to this payment have been reported in the column
titled Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) in the
Summary Compensation Table above.  90




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##### Table of Contents



Potential Payments upon Termination to Mr. Dunn under his Letter of Agreement
  Terminationas a Result ofRetirementor an Agreed-Involuntary
    
    
    Involuntary

    
    
    UponTermination
    
    
    Termination
    
    
    SuccessionWithout Cause
    
    
    Without Cause
    
    
    Plan inby the
    
    
    by the
    
    
    AccordancePartnership or
    
    
    Partnership or
    
    
    with theby the
    
    
    by the
    
    
    Letter ofExecutive for
    
    
    Executive for
    
    
    AgreementGood Reason
    
    
    Good Reason
    
    
    betweenwithout a
    
    
    with a
    
    
    Mr. DunnChange of
    
    
    Change of
    
    
    and theExecutive Payments and Benefits Upon Termination
    
    Death
    
    
    Disability
    
    
    Control Event
    
    
    Control Event
    
    
    BoardMichael J. DunnCash Compensation
    
    $
    -0-
    (1)
    
    $
    -0-
    (2)
    
    $
    475,000
    (3)
    
    $
    1,425,000
    (4)
    
    $
    -0-
    (5)Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(6)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    633,534
    
    
    
    N/AAccelerated Vesting of Outstanding RUP Awards(7)
    
    
    N/A
    
    
    
    1,219,270
    
    
    
    N/A
    
    
    
    1,219,270
    
    
    
    N/ASERP(8)
    
    
    30,300
    
    
    
    53,500
    
    
    
    53,500
    
    
    
    51,800
    
    
    
    N/AMedical Benefits(3)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,692
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    30,300
    
    
    $
    1,272,770
    
    
    $
    540,192
    
    
    $
    3,329,604
    
    
    $
    N/A
 (1)
    
    In the event of death, Mr. Dunns estate would be entitled to a payment equal to his
earned but unpaid salary and pro-rata cash bonus.(2)
    
    In the event of disability, Mr. Dunn would be entitled to a payment equal to his earned
but unpaid salary and pro-rata cash bonus.(3)
    
    Any severance benefits, unrelated to a change of control event, payable to Mr. Dunn
would be determined by the Committee on a case-by-case basis in accordance with prior
treatment of other similarly situated executives and may, as a result, differ from this
hypothetical presentation. For purposes of this table, we have assumed that Mr. Dunn
would, upon termination of employment without cause or for resignation for good reason,
receive accrued salary and benefits through the date of termination plus one times annual
salary, paid in the form of salary continuation, and continued participation, at active
employee rates, in the Partnerships health insurance plans for one year.(4)
    
    In the event of a change of control followed by a termination without cause or by a
resignation with good reason, Mr. Dunn, and each of the other named executive officers
without employment agreements or letters of understanding, will receive 78 weeks of base
pay plus a sum equal to their annual target cash bonus divided by 52 and multiplied by 78
in accordance with the terms of the Severance Protection Plan. For more information on the
Severance Protection Plan, refer to the subheading Change of Control in the Compensation
Discussion and Analysis.(5)
    
    In accordance with the terms of Mr. Dunns letter of agreement, if he retires prior to
the last day of fiscal 2012, the assumptions contained in footnote 3 (above) will govern.
If, in accordance with an agreed upon succession plan, he were to retire on the last day
of fiscal 2012 or anytime thereafter, he will receive a lump-sum cash payment equal to two
years of his base salary at that time.(6)
    
    In the event of a change of control, all LTIP-2 awards will vest immediately regardless
of whether termination immediately follows. If a change of control event occurs, the
calculation of the LTIP-2 payment will be made as if our total return to Common Unitholders
was in the top quartile of the peer group. For more information, refer to the subheading
2003 Long-Term Incentive Plan in the Compensation Discussion and Analysis. In the
event of death, the inability to continue employment due to permanent disability, or a
termination without cause or a good reason resignation unconnected to a change of control
event, awards will vest in accordance with the normal vesting schedule and will be subject
to the same requirements as awards held by individuals still employed by the Partnership
and will be subject to the same risks as awards held by all other participants.(7)
    
    The RUP document makes no provisions for the vesting of awards held by recipients who
die prior to the completion of the vesting schedule. If a recipient of a RUP award becomes
permanently disabled, only those awards that have been held for at least one year on the
date that the employees employment is terminated as a result of his or her permanent
disability will immediately vest; all awards held by the recipient for less than one year
will be forfeited by the recipient. Because Mr. Dunns fiscal 2008 RUP award of 29,533
units was granted more than one year prior to September 26, 2009, if he had become
permanently disabled on September 26, 2009, his fiscal 2008 RUP award would have vested;
however, because his fiscal 2009 RUP award of 25,000 units was granted less than one year
prior to September 26, 2009, his fiscal 2009 RUP award would have been forfeited.In the event of death, the inability to continue employment due to permanent disability, or
a termination without cause or a good reason resignation unconnected to a change of control
event, awards will vest in accordance with the normal vesting schedule and will be subject
to the same requirements as awards held by individuals still employed by the Partnership and
will be subject to the same risks as awards held by all other participants.(8)
    
    Because Mr. Dunn attained age 55 prior to September 26, 2009, if any of the above
hypothetical events had occurred on that date, each event would give rise to a SERP-related
payment.  91




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##### Table of Contents



Potential Payments upon Termination to Named Executive Officers without Employment Agreements
  Involuntary
    
    
    InvoluntaryTermination
    
    
    TerminationWithout Cause
    
    
    Without Causeby the
    
    
    by thePartnership or
    
    
    Partnership orby the
    
    
    by theExecutive for
    
    
    Executive forGood Reason
    
    
    Good Reasonwithout a
    
    
    with aChange of
    
    
    Change ofExecutive Payments and Benefits Upon Termination
    
    Death
    
    
    Disability
    
    
    Control Event
    
    

Control EventMichael A. StivalaCash Compensation(1) (2) (3) (4)
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    275,000
    
    
    $
    721,875Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(5)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    268,374Accelerated Vesting of Outstanding RUP Awards(6)
    
    
    N/A
    
    
    
    490,301
    
    
    
    N/A
    
    
    
    689,212Medical Benefits(3)
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,692
    
    
    
    N/A280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    0
    
    
    $
    490,301
    
    
    $
    286,692
    
    
    $
    1,679,461Steven C. BoydCash Compensation(1) (2) (3) (4)
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    260,000
    
    
    $
    682,500Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(5)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    257,774Accelerated Vesting of Outstanding RUP Awards(6)
    
    
    N/A
    
    
    
    590,541
    
    
    
    N/A
    
    
    
    696,643Medical Benefits(3)
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,422
    
    
    
    N/A280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    0
    
    
    $
    590,541
    
    
    $
    271,422
    
    
    $
    1,636,917Michael M. KeatingCash Compensation(1) (2) (3) (4)
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    260,000
    
    
    $
    663,000Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(5)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    215,824Accelerated Vesting of Outstanding RUP Awards(6)
    
    
    N/A
    
    
    
    231,444
    
    
    
    N/A
    
    
    
    430,355Medical Benefits(3)
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,692
    
    
    
    N/A280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    0
    
    
    $
    231,444
    
    
    $
    271,692
    
    
    $
    1,309,179Douglas T. BrinkworthCash Compensation(1) (2) (3) (4)
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    245,000
    
    
    $
    643,125Accelerated Vesting of Fiscal 2008 and 2009 LTIP-2 Awards(5)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    246,432Accelerated Vesting of Outstanding RUP Awards(6)
    
    
    N/A
    
    
    
    455,786
    
    
    
    N/A
    
    
    
    588,394Medical Benefits(3)
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,692
    
    
    
    N/A280G Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A409A Tax Gross-up
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    0
    
    
    $
    455,786
    
    
    $
    256,692
    
    
    $
    1,477,951
 (1)
    
    In the event of death, the named executive officers estate is entitled to a payment
equal to the decedents earned but unpaid salary and pro-rata cash bonus.(2)
    
    In the event of disability, the named executive officer is entitled to a payment equal
to his earned but unpaid salary and pro-rata cash bonus.(3)
    
    Any severance benefits, unrelated to a change of control event, payable to these
officers would be determined by the Committee on a case-by-case basis in accordance with
prior treatment of other similarly situated executives and may, as a result, differ from
this hypothetical presentation. For purposes of this table, we have assumed that each of
these named executive officers would, upon termination of employment without cause or for
resignation for good reason, receive accrued salary and benefits through the date of
termination plus one times annual salary, paid in the form of salary continuation, and
continued participation, at active employee rates, in the Partnerships health insurance
plans for one year.  92




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(4)
    
    In the event of a change of control followed by a termination without cause or by a
resignation with good reason, each of the named executive officers without employment
agreements will receive 78 weeks of base pay plus a sum equal to their annual target cash
bonus divided by 52 and multiplied by 78 in accordance with the terms of the Severance
Protection Plan. For more information on the Severance Protection Plan, refer to the
subheading Change of Control in the Compensation Discussion and Analysis.(5)
    
    In the event of a change of control, all LTIP-2 awards will vest immediately regardless
of whether termination immediately follows. If a change of control event occurs, the
calculation of the LTIP-2 payment will be made as if our total return to Common Unitholders
was higher than that provided by any of the other members of the peer group to their
unitholders. For more information, refer to the subheading 2003 Long-Term Incentive Plan
in the Compensation Discussion and Analysis.In the event of death, the inability to continue employment due to permanent disability, or
a termination without cause or a good reason resignation unconnected to a change of control
event, awards will vest in accordance with the normal vesting schedule and will be subject
to the same requirements as awards held by individuals still employed by the Partnership and
will be subject to the same risks as awards held by all other participants.(6)
    
    The RUP document makes no provisions for the vesting of awards held by recipients who
die prior to the completion of the vesting schedule. If a recipient of a RUP award becomes
permanently disabled, only those awards that have been held for at least one year on the
date that the employees employment is terminated as a result of his or her permanent
disability will immediately vest; all awards held by the recipient for less than one year
will be forfeited by the recipient. Because Mr. Stivala, Mr. Boyd, Mr. Keating and Mr.
Brinkworth each received a RUP award during fiscal 2009, if any or all of the three had
become permanently disabled on September 26, 2009, the following quantities of unvested
restricted units would have vested: Stivala, 11,876; Boyd, 14,304; Keating, 5,606;
Brinkworth, 11,040 and the following quantities would have been forfeited: Stivala, 4,818;
Boyd, 2,570; Keating, 4,818; Brinkworth, 3,212.Under circumstances unrelated to a change of control, if a RUP award recipients employment
is terminated without cause or he or she resigns for good reason, any RUP awards held by
such recipient will be forfeited.In the event of a change of control, as defined in the RUP document, all unvested RUP awards
will vest immediately on the date the change of control is consummated, regardless of the
holding period and regardless of whether the recipients employment is terminated.  93




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SUPERVISORS COMPENSATION
  Fees Earnedor Paid inCash
    
    
    Unit Awards
    
    
    TotalSupervisor
    
    ($) (1)
    
    
    ($) (2)
    
    
    ($)John D. Collins
    
    $
    75,000
    
    
    $
    49,861
    
    
    $
    124,861Harold R. Logan, Jr.
    
    
    100,000
    
    
    
    
    
    
    
    100,000Dudley C. Mecum
    
    
    75,000
    
    
    
    
    
    
    
    75,000John Hoyt Stookey
    
    
    75,000
    
    
    
    
    
    
    
    75,000Jane Swift
    
    
    75,000
    
    
    
    49,861
    
    
    
    124,861
 (1)
    
    Includes amounts earned for fiscal 2009, including quarterly retainer installments for
the fourth quarter of 2009 that were paid in October 2009. Does not include amounts paid
in fiscal 2009 for fiscal 2008 quarterly retainer installments.(2)
    
    Represents the dollar amount charged to earnings for financial statement reporting
purposes during fiscal 2009 for restricted unit awards of 5,496 awarded to both Mr. Collins
and Ms. Swift on April 25, 2007. All awards were made in accordance with the provisions of
our 2000 Restricted Unit Plan and vest accordingly. The average of the high and low sales
price, discounted for projected distributions during the vesting period, was used to
calculate the value of the restricted unit awards for purposes of amortizing compensation
expense. Because Messrs. Logan, Mecum and Stookey have satisfied the plans retirement
provisions, all expense for their unvested awards was previously recognized. As of
September 26, 2009, each non-employee member of the Board of Supervisors held the following
quantities of unvested restricted unit awards: Mr. Collins, 5,496 units; Mr. Logan, 7,250
units; Mr. Mecum, 7,250 units; Mr. Stookey, 7,250 units; and Ms. Swift, 5,496 units.Note:
    
    The columns for reporting option awards, non-equity incentive plan compensation, changes in
pension value and non-qualified deferred compensation plan earnings and all other forms of
compensation were omitted from the Supervisors Compensation Table because the Partnership does not
provide these forms of compensation to its non-employee supervisors. Fees and Benefit Plans for Non-Employee Supervisors
 Annual Cash Retainer Fees
 Meeting Fees.
 Restricted Unit Plan.
 Additional Supervisor Compensation.
 Compensation Committee Interlocks and Insider Participation.
  94




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED UNITHOLDER MATTERS
  Amount and Nature of
    
    
    PercentName of Beneficial Owner
    
    Beneficial Ownership (1)
    
    
    of ClassMark A. Alexander
    
    
    1,298,912
    
    
    
    3.7
    %Michael J. Dunn, Jr. (a)
    
    
    208,947
    
    
    
    *Michael A. Stivala (b)
    
    
    10,732
    
    
    
    *Steven C. Boyd (c)
    
    
    31,933
    
    
    
    *Michael M. Keating (d)
    
    
    98,500
    
    
    
    *Douglas T. Brinkworth (e)
    
    
    25,395
    
    
    
    *John Hoyt Stookey (f)
    
    
    18,322
    
    
    
    *Harold R. Logan, Jr.(f)
    
    
    17,044
    
    
    
    *Dudley C. Mecum (f)
    
    
    14,134
    
    
    
    *John D. Collins (g)
    
    
    12,450
    
    
    
    *Jane Swift (g)
    
    
    -0-
    
    
    
    *All Members of the Board
of Supervisors and Executive
Officers (including former CEO,
Mark Alexander)
as a Group (17 persons) (h)
    
    
    1,831,336
    
    
    
    5.2
    %
 (1)
    
    With the exception of the 784 units held by the General Partner (see (a) below), there is a
possibility that any of the above listed units could be pledged as security.*
    
    Less than 1%.(a)
    
    Includes 784 Common Units held by the General Partner, of which Mr. Dunn is the sole member.
Excludes 29,533 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(b)
    
    Excludes 14,924 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(c)
    
    Excludes 14,674 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(d)
    
    Excludes 10,424 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(e)
    
    Excludes 11,857 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(f)
    
    Excludes 3,000 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(g)
    
    Excludes 5,496 unvested restricted units, none of which will vest in the 60-day period
following November 23, 2009.(h)
    
    Inclusive of the units referred to in footnotes (a), (b), (c), (d), (e), (f) and (g) above,
the reported number of units excludes 157,110 unvested restricted units, none of which will
vest in the 60 day period following November 23, 2009, owned by certain executive officers,
whose restricted units vest on the same basis as described in footnotes (b), (c), (d), (e),
(f) and (g) above.  95




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Securities Authorized for Issuance Under the Restricted Unit Plans
  Number of restricted unitsremaining available forNumber of Common
    
    
    
    
    
    
    future issuance under theUnits to be issued upon
    
    
    Weighted-average grant
    
    
    Restricted Unit Plans (excludingvesting of restricted
    
    
    date fair value per
    
    
    securities reflected inPlan
    
    units
    
    
    restricted unit
    
    
    column (a))Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders (1)
    
    
    415,295
    (2)
    
    $
    28.89
    
    
    
    1,249,457Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    415,295
    
    
    $
    28.89
    
    
    
    1,249,457
 (1)
    
    Relates to the Restricted Unit Plans.(2)
    
    Represents number of restricted units that, as of September 26, 2009, had been granted under
the 2000 Restricted Unit Plan but had not yet vested. No restricted units have yet been granted
under the 2009 Restricted Unit Plan.  96




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ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
 Related Person Transactions
  Supervisor Independence
  1.
    
    Within the past three years, the Supervisor:
 a.
    
    has not been employed by the Partnership and has not received more than $100,000 per
year in direct compensation from the Partnership, other than Supervisor and committee
fees and pension or other forms of deferred compensation for prior service;
 b.
    
    has not provided significant advisory or consultancy services to the Partnership, and
has not been affiliated with a company or a firm that has provided such services to the
Partnership in return for aggregate payments during any of the last three fiscal years of
the Partnership in excess of the greater of 2% of the other companys consolidated gross
revenues or $1 million;
 c.
    
    has not been a significant customer or supplier of the Partnership and has not been
affiliated with a company or firm that has been a customer or supplier of the Partnership
and has either made to the Partnership or received from the Partnership payments during
any of the last three fiscal years of the Partnership in excess of the greater of 2% of
the other companys consolidated gross revenues or $1 million;
 d.
    
    has not been employed by or affiliated with an internal or external auditor that
within the past three years provided services to the Partnership; and
 e.
    
    has not been employed by another company where any of the Partnerships current
executives serve on that companys compensation committee;
 2.
    
    The Supervisor is not a spouse, parent, sibling, child, mother- or father-in-law, son- or
daughter-in-law or brother- or sister-in-law of a person having a relationship described in
1. above nor shares a residence with such person;
 3.
    
    The Supervisor is not affiliated with a tax-exempt entity that within the past 12 months
received significant contributions from the Partnership (contributions of the greater of 2%
of the entitys consolidated gross revenues or $1 million are considered significant); and
 4.
    
    The Supervisor does not have any other relationships with the Partnership or with members of
senior management of the Partnership that the Board determines to be material.
  97




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ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Fiscal
    
    
    Fiscal2009
    
    
    2008Audit Fees (a)
    
    $
    2,265,000
    
    
    $
    2,325,000Audit-Related Fees (b)
    
    
    
    
    
    
    84,000Tax Fees (c)
    
    
    840,030
    
    
    
    722,000All Other
Fees (d)
    
    
    1,605
    
    
    
    1,605
 (a)
    
    Audit Fees consist of professional services rendered for the integrated audit of our annual
consolidated financial statements and our internal control over financial reporting, including
reviews of our quarterly financial statements, as well as the issuance of consents in
connection with other filings made with the SEC.(b)
    
    Audit-Related Fees consist of professional services rendered in connection with
acquisition-related due diligence and consultations concerning financial accounting and
reporting standards.(c)
    
    Tax Fees consist of fees for professional services related to tax reporting, tax compliance
and transaction services assistance.(d)
    
    All Other Fees represent fees for the purchase of a license to an accounting research
software tool.   98




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PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this Annual Report:
 1.
    
    Financial Statements
 See Index to Financial Statements set forth on page F-1.
 2.
    
    Financial Statement Schedule
 See Index to Financial Statement Schedule set forth on page S-1.
 3.
    
    Exhibits
 See Index to Exhibits set forth on page E-1.
  99




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SIGNATURES
  SUBURBAN PROPANE PARTNERS, L.P.Date: November 25, 2009
    By:
    /s/ MICHAEL J. DUNN, JR.Michael J. Dunn, Jr.President, Chief Executive Officer and
Supervisor  Signature
    
    Title
    
    DateBy:
    
    /s/ MICHAEL J. DUNN, JR

(Michael J. Dunn, Jr.)
    
    President, Chief Executive
Officer and Supervisor
    
    November 25, 2009By:
    
    /s/ HAROLD R. LOGAN, JR.

(Harold R. Logan, Jr.)
    
    Chairman and Supervisor
    
    November 25, 2009By:
    
    /s/ JOHN HOYT STOOKEY

(John Hoyt Stookey)
    
    Supervisor
    
    November 25, 2009By:
    
    /s/ DUDLEY C. MECUM

(Dudley C. Mecum)
    
    Supervisor
    
    November 25, 2009By:
    
    /s/ JOHN D. COLLINS

(John D. Collins)
    
    Supervisor
    
    November 25, 2009By:
    
    /s/ JANE SWIFT

(Jane Swift)
    
    Supervisor
    
    November 25, 2009By:
    
    /s/ MICHAEL A. STIVALA

(Michael A. Stivala)
    
    Chief Financial Officer
    
    November 25, 2009By:
    
    /s/ MICHAEL A. KUGLIN

(Michael A. Kuglin)
    
    Controller and Chief Accounting Officer
    
    November 25, 2009
  100




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INDEX TO EXHIBITS
  ExhibitNumber
    
    Description2.1
    
    
    Exchange Agreement dated as of July 27, 2006 by and among the Partnership, the Operating
Partnership and the General Partner. (Incorporated by reference to Exhibit 10.1 to the
Partnerships Current Report on Form 8-K filed July 28, 2006).3.1
    
    
    Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of
October 19, 2006, as amended as of July 31, 2007. (Incorporated by reference to Exhibit 3.1
to the Partnerships Current Report on Form 8-K filed August 2, 2007).3.2
    
    
    Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership
dated as of October 19, 2006, as amended as of June 24, 2009. (Incorporated by reference to
Exhibit 10.2 to the Partnerships Current Report on Form 8-K filed June 30, 2009).3.3
    
    
    Amended and Restated Certificate of Limited Partnership of Suburban Propane Partners, L.P.
dated May 26, 1999 (Incorporated by reference to Exhibit 3.2 to the Partnerships Quarterly
Report on Form 10-Q filed August 6, 2009).3.4
    
    
    Amended and Restated Certificate of Limited Partnership of Suburban Partners, L.P. dated
May 26, 1999 (Incorporated by reference to Exhibit 3.3 to the Partnerships Quarterly Report
on Form 10-Q filed August 6, 2009).4.1
    
    
    Description of Common Units of the Partnership. (Incorporated by reference to Exhibit 4.1
to the Partnerships Current Report on Form 8-K filed October 19, 2006).4.2
    
    
    Indenture, dated as of December 23, 2003, between Suburban Propane Partners, L.P., Suburban
Energy Finance Corp. and The Bank of New York, as Trustee (including Form of Senior Global
Exchange Note). (Incorporated by reference to Exhibit 10.28 to the Partnerships Quarterly
Report on Form 10-Q for the fiscal quarter ended December 27, 2003).4.3
    
    
    Exchange and Registration Rights Agreement, dated December 23, 2003 among Suburban Propane
Partners, L.P., Suburban Energy Finance Corp., Wachovia Capital Markets, LLC and Goldman,
Sachs & Co. (Incorporated by reference to Exhibit 4.1 to the Partnerships Registration
Statement on Form S-4 dated December 19, 2003).4.4
    
    
    Exchange and Registration Rights Agreement, dated March 31, 2005 among Suburban Propane
Partners, L.P., Suburban Energy Finance Corp., Wachovia Capital Markets, LLC and Goldman,
Sachs & Co. (Incorporated by reference to Exhibit 4.1 to the Partnerships Current Report on
Form 8-K filed April 1, 2005).10.1
    
    
    Agreement between Mark A. Alexander and the Partnership, dated April 22, 2009.
(Incorporated by reference to Exhibit 10.1 to the Partnerships Quarterly Report on Form 10-Q
filed August 6, 2009).10.5
    
    
    Agreement between Michael J. Dunn, Jr. and the Partnership, effective as of September 27,
2009. (Incorporated by reference to Exhibit 10.1 to the Partnerships Current Report on Form
8-K filed November 10, 2009).
  E-1




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##### Table of Contents



ExhibitNumber
    
    Description10.6
    
    
    Suburban Propane Partners, L.P. 2000 Restricted Unit Plan, as amended and restated
effective October 17, 2006 and as further amended on July 31, 2007, October 31, 2007,
January 24, 2008, January 20, 2009 and November 10, 2009. (Filed herewith).10.7
    
    
    Suburban Propane Partners, L.P. 2009 Restricted Unit Plan, effective August 1, 2009.
(Incorporated by reference to Exhibit 99.1 to the Partnerships Registration Statement on
Form S-8 filed on July 24, 2009).10.8
    
    
    Suburban Propane, L.P. Severance Protection Plan, as amended on January 24, 2008, January
20, 2009 and November 10, 2009. (Filed herewith).10.9
    
    
    Suburban Propane L.P. 2003 Long Term Incentive Plan, as amended on October 17, 2006 and as
further amended on July 31, 2007, October 31, 2007, January 24, 2008 and January 20, 2009.
(Incorporated by reference to Exhibit 10.3 to the Partnerships Quarterly Report on Form
10-Q for the fiscal quarter ended December 27, 2008).10.10
    
    
    Amended and Restated Supplemental Executive Retirement Plan of the Partnership (effective
as of January 1, 1998). (Incorporated by reference to Exhibit 10.23 to the Partnerships
Annual Report on Form 10-K for the fiscal year ended September 29, 2001).10.11
    
    
    Amended and Restated Retirement Savings and Investment Plan of Suburban Propane effective
as of January 1, 1998). (Incorporated by reference to Exhibit 10.24 to the Partnerships
Annual Report on Form 10-K for the fiscal year ended September 29, 2001).10.12
    
    
    Amendment No. 1 to the Retirement Savings and Investment Plan of Suburban Propane
(effective January 1, 2002). (Incorporated by reference to Exhibit 10.25 to the
Partnerships Annual Report on Form 10-K for the fiscal year ended September 28, 2002).10.13
    
    
    Credit Agreement dated June 26, 2009. (Incorporated by reference to Exhibit 10.1 to the
Partnerships Current Report on Form 8-K filed on June 30, 2009).10.14
    
    
    Non-Competition Agreement, dated September 17, 2007, between Suburban Propane, L.P. and
Plains LPG Services, L.P. (Incorporated by reference to Exhibit 10.2 to the Partnerships
Current Report on Form 8-K filed September 20, 2007).10.15
    
    
    Propane Storage Agreement, dated September 17, 2007, between Suburban Propane, L.P. and
Plains LPG Services, L.P. (Incorporated by reference to Exhibit 10.3 to the Partnerships
Current Report on Form 8-K filed September 20, 2007).21.1
    
    
    Subsidiaries of Suburban Propane Partners, L.P. (Filed herewith).
  E-2




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ExhibitNumber
    
    Description23.1
    
    
    Consent of PricewaterhouseCoopers LLP. (Filed herewith).31.1
    
    
    Certification of the President and Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith).31.2
    
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. (Filed herewith).32.1
    
    
    Certification of the President and Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
herewith).32.2
    
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith).99.1
    
    
    Five-Year Performance Graph (Filed herewith).
  E-3




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS
 SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets 
As of September 26, 2009 and September 27, 2008
    
    
    F-3Consolidated Statements of Operations 
Years Ended September 26, 2009, September 27, 2008 and September 29, 2007
    
    
    F-4Consolidated Statements of Cash Flows 
Years Ended September 26, 2009, September 27, 2008 and September 29, 2007
    
    
    F-5Consolidated Statements of Partners Capital 
Years Ended September 26, 2009, September 27, 2008 and September 29, 2007
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
  F-1




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
   
  F-2




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##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  September 26,
    
    
    September 27,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    163,173
    
    
    $
    137,698Accounts receivable, less allowance for doubtful accounts
of $4,374 and $6,578, respectively
    
    
    52,035
    
    
    
    94,933Inventories
    
    
    70,158
    
    
    
    79,822Other current assets
    
    
    22,190
    
    
    
    47,098Total current assets
    
    
    307,556
    
    
    
    359,551Property, plant and equipment, net
    
    
    357,187
    
    
    
    367,808Goodwill
    
    
    274,897
    
    
    
    276,282Other intangible assets, net
    
    
    13,798
    
    
    
    16,018Other assets
    
    
    24,076
    
    
    
    16,054Total assets
    
    $
    977,514
    
    
    $
    1,035,713LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable
    
    $
    35,677
    
    
    $
    58,079Accrued employment and benefit costs
    
    
    40,875
    
    
    
    27,053Accrued insurance
    
    
    10,410
    
    
    
    41,120Customer deposits and advances
    
    
    65,769
    
    
    
    71,206Accrued interest
    
    
    7,294
    
    
    
    11,030Other current liabilities
    
    
    20,034
    
    
    
    17,568Total current liabilities
    
    
    180,059
    
    
    
    226,056Long-term borrowings
    
    
    349,415
    
    
    
    531,772Accrued insurance
    
    
    41,838
    
    
    
    31,913Other liabilities
    
    
    46,485
    
    
    
    25,896Total liabilities
    
    
    617,797
    
    
    
    815,637Commitments and contingenciesPartners capital:Common Unitholders (35,228 and 32,725 units issued and outstanding at
September 26, 2009 and September 27, 2008, respectively)
    
    
    421,005
    
    
    
    264,231Accumulated other comprehensive loss
    
    
    (61,288
    )
    
    
    (44,155
    )Total partners capital
    
    
    359,717
    
    
    
    220,076Total liabilities and partners capital
    
    $
    977,514
    
    
    $
    1,035,713
   F-3




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##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007RevenuesPropane
    
    $
    864,012
    
    
    $
    1,132,950
    
    
    $
    1,019,798Fuel oil and refined fuels
    
    
    159,596
    
    
    
    288,078
    
    
    
    262,076Natural gas and electricity
    
    
    76,832
    
    
    
    103,745
    
    
    
    94,352All other
    
    
    42,714
    
    
    
    49,390
    
    
    
    63,3371,143,154
    
    
    
    1,574,163
    
    
    
    1,439,563Costs and expensesCost of products sold
    
    
    540,385
    
    
    
    1,039,436
    
    
    
    865,418Operating
    
    
    304,767
    
    
    
    308,071
    
    
    
    322,852General and administrative
    
    
    57,044
    
    
    
    48,134
    
    
    
    56,422Restructuring charges and severance costs
    
    
    
    
    
    
    
    
    
    
    1,485Depreciation and amortization
    
    
    30,343
    
    
    
    28,394
    
    
    
    28,790932,539
    
    
    
    1,424,035
    
    
    
    1,274,967Income before loss on debt extinguishment, interest expense
and provision for income taxes
    
    
    210,615
    
    
    
    150,128
    
    
    
    164,596Loss on debt extinguishment
    
    
    (4,624
    )
    
    
    
    
    
    
    Interest income
    
    
    802
    
    
    
    2,787
    
    
    
    3,863Interest expense
    
    
    (39,069
    )
    
    
    (39,839
    )
    
    
    (39,459
    )Income before provision for income taxes
    
    
    167,724
    
    
    
    113,076
    
    
    
    129,000Provision for income taxes
    
    
    2,486
    
    
    
    1,903
    
    
    
    5,653Income from continuing operations
    
    
    165,238
    
    
    
    111,173
    
    
    
    123,347Discontinued operations:Gain on disposal of discontinued operations
    
    
    
    
    
    
    43,707
    
    
    
    1,887Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    2,053Net income
    
    $
    165,238
    
    
    $
    154,880
    
    
    $
    127,287Income per Common Unit  basicIncome from continuing operations
    
    $
    4.99
    
    
    $
    3.39
    
    
    $
    3.79Discontinued operations
    
    
    
    
    
    
    1.33
    
    
    
    0.12Net income
    
    $
    4.99
    
    
    $
    4.72
    
    
    $
    3.91Weighted average number of Common Units outstanding  basic
    
    
    33,134
    
    
    
    32,783
    
    
    
    32,554Income per Common Unit  dilutedIncome from continuing operations
    
    $
    4.96
    
    
    $
    3.37
    
    
    $
    3.77Discontinued operations
    
    
    
    
    
    
    1.33
    
    
    
    0.12Net income
    
    $
    4.96
    
    
    $
    4.70
    
    
    $
    3.89Weighted average number of Common Units outstanding  diluted
    
    
    33,315
    
    
    
    32,950
    
    
    
    32,730
   F-4




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##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    165,238
    
    
    $
    154,880
    
    
    $
    127,287Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization expense
    
    
    30,343
    
    
    
    28,394
    
    
    
    28,790Depreciation expense  discontinued operations
    
    
    
    
    
    
    
    
    
    
    452Amortization of debt origination costs
    
    
    1,923
    
    
    
    1,328
    
    
    
    1,327Compensation cost recognized under Restricted Unit Plan
    
    
    2,396
    
    
    
    2,156
    
    
    
    3,014Amortization of discount on long-term borrowings
    
    
    226
    
    
    
    234
    
    
    
    234Gain on disposal of property, plant and equipment, net
    
    
    (650
    )
    
    
    (2,252
    )
    
    
    (2,782
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    (43,707
    )
    
    
    (1,887
    )Pension settlement charge
    
    
    
    
    
    
    
    
    
    
    3,269Loss on debt extinguishment
    
    
    4,624
    
    
    
    
    
    
    
    Deferred tax provision
    
    
    1,385
    
    
    
    1,277
    
    
    
    3,800Changes in assets and liabilitiesDecrease (increase) in accounts receivable
    
    
    42,898
    
    
    
    (9,663
    )
    
    
    (6,827
    )Decrease (increase) in inventories
    
    
    9,664
    
    
    
    1,424
    
    
    
    (1,915
    )Decrease (increase) in prepaid expenses and other current assets
    
    
    24,908
    
    
    
    (26,935
    )
    
    
    (3,658
    )(Decrease) increase in accounts payable
    
    
    (22,402
    )
    
    
    1,080
    
    
    
    (448
    )Increase (decrease) in accrued employment and benefit costs
    
    
    13,822
    
    
    
    (10,587
    )
    
    
    3,551(Decrease) increase in accrued insurance
    
    
    (20,785
    )
    
    
    27,240
    
    
    
    6,520(Decrease) increase in customer deposits and advances
    
    
    (5,437
    )
    
    
    (4,188
    )
    
    
    12,780(Decrease) increase in accrued interest
    
    
    (3,736
    )
    
    
    2,484
    
    
    
    175Increase (decrease) in other accrued liabilities
    
    
    4,466
    
    
    
    5,307
    
    
    
    (5,475
    )(Increase) decrease in other noncurrent assets
    
    
    (5,787
    )
    
    
    2,810
    
    
    
    (41,120
    )Increase (decrease) in other noncurrent liabilities
    
    
    3,455
    
    
    
    (10,765
    )
    
    
    43,870Contribution to defined benefit pension plan
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Net cash provided by operating activities
    
    
    246,551
    
    
    
    120,517
    
    
    
    145,957Cash flows from investing activities:Capital expenditures
    
    
    (21,837
    )
    
    
    (21,819
    )
    
    
    (26,756
    )Proceeds from sale of property, plant and equipment
    
    
    4,985
    
    
    
    4,734
    
    
    
    5,783Proceeds from sale of discontinued operations
    
    
    
    
    
    
    53,715
    
    
    
    1,284Net cash (used in) provided by investing activities
    
    
    (16,852
    )
    
    
    36,630
    
    
    
    (19,689
    )Cash flows from financing activities:Repayments of long-term borrowings (includes premium and fees)
    
    
    (177,821
    )
    
    
    (15,000
    )
    
    
    Proceeds from long-term borrowings
    
    
    100,000
    
    
    
    
    
    
    
    Issuance costs associated with long-term borrowings
    
    
    (5,543
    )
    
    
    
    
    
    
    Repayments of short-term borrowings
    
    
    (110,000
    )
    
    
    
    
    
    
    Net proceeds from issuance of Common Units
    
    
    95,880
    
    
    
    
    
    
    
    Partnership distributions
    
    
    (106,740
    )
    
    
    (101,035
    )
    
    
    (90,253
    )Net cash (used in) financing activities
    
    
    (204,224
    )
    
    
    (116,035
    )
    
    
    (90,253
    )Net increase in cash and cash equivalents
    
    
    25,475
    
    
    
    41,112
    
    
    
    36,015Cash and cash equivalents at beginning of year
    
    
    137,698
    
    
    
    96,586
    
    
    
    60,571Cash and cash equivalents at end of year
    
    $
    163,173
    
    
    $
    137,698
    
    
    $
    96,586Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    39,153
    
    
    $
    35,217
    
    
    $
    37,165
   F-5




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##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
  AccumulatedOtherNumber of
    
    
    
    
    
    
    
    
    
    
    Deferred
    
    
    Common
    
    
    Compre-
    
    
    TotalCommon
    
    
    Common
    
    
    General
    
    
    Compen-
    
    
    Units Held
    
    
    hensive
    
    
    Partners
    
    
    ComprehensiveUnits
    
    
    Unitholders
    
    
    Partner
    
    
    sation
    
    
    in Trust
    
    
    (Loss) Income
    
    
    Capital
    
    
    Income (Loss)Balance at September 30, 2006
    
    
    30,314
    
    
    $
    170,151
    
    
    $
    (1,969
    )
    
    $
    5,704
    
    
    $
    (5,704
    )
    
    $
    (67,481
    )
    
    $
    100,701Net income
    
    
    
    
    
    
    127,287
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,287
    
    
    $
    127,287Other comprehensive income:Net unrealized losses on cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (173
    )
    
    
    (173
    )
    
    
    (173
    )Reclassification of realized losses on
cash flow hedges into earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,967
    
    
    
    1,967
    
    
    
    1,967Non-cash pension settlement charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,269
    
    
    
    3,269
    
    
    
    3,269Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,510
    
    
    
    63,510
    
    
    
    63,510Adjustment to initially adopt
new benefits accounting standard
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,045
    )
    
    
    (43,045
    )
    
    
    Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    195,860Partnership distributions
    
    
    
    
    
    
    (90,253
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90,253
    )Common Units issued under
Restricted Unit Plan
    
    
    60Common Units issued in
Exchange of GP interest
    
    
    2,300
    
    
    
    80,443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,443Exchange and cancellation of GP Interest
    
    
    
    
    
    
    (82,412
    )
    
    
    1,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (80,443
    )Common Units distributed from trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    44
    
    
    
    
    
    
    
    Compensation cost recognized under
Restricted Unit Plan, net of forfeitures
    
    
    
    
    
    
    3,014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,014Balance at September 29, 2007
    
    
    32,674
    
    
    $
    208,230
    
    
    $
    
    
    
    $
    5,660
    
    
    $
    (5,660
    )
    
    $
    (41,953
    )
    
    $
    166,277Net income
    
    
    
    
    
    
    154,880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,880
    
    
    $
    154,880Other comprehensive income:Net unrealized losses on cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,916
    )
    
    
    (2,916
    )
    
    
    (2,916
    )Reclassification of realized gains on
cash flow hedges into earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,377
    )
    
    
    (1,377
    )
    
    
    (1,377
    )Amortization of net actuarial losses and prior
service credits into earnings and net
change in funded status of benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,091
    
    
    
    2,091
    
    
    
    2,091Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    152,678Partnership distributions
    
    
    
    
    
    
    (101,035
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101,035
    )Common Units issued under
Restricted Unit Plan
    
    
    51Common Units distributed from trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,660
    )
    
    
    5,660
    
    
    
    
    
    
    
    Compensation cost recognized under
Restricted Unit Plan, net of forfeitures
    
    
    
    
    
    
    2,156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,156Balance at September 27, 2008
    
    
    32,725
    
    
    $
    264,231
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (44,155
    )
    
    $
    220,076Net income
    
    
    
    
    
    
    165,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,238
    
    
    $
    165,238Other comprehensive income:Net unrealized losses on cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (991
    )
    
    
    (991
    )
    
    
    (991
    )Amortization of net actuarial losses and prior
service credits into earnings and net
change in funded status of benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,142
    )
    
    
    (16,142
    )
    
    
    (16,142
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    148,105Partnership distributions
    
    
    
    
    
    
    (106,740
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (106,740
    )Common Units issued under
Restricted Unit Plan
    
    
    72Sale of Common Units under
public offering, net of offering expenses
    
    
    2,431
    
    
    
    95,880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,880Compensation cost recognized under
Restricted Unit Plan, net of forfeitures
    
    
    
    
    
    
    2,396
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,396Balance at September 26, 2009
    
    
    35,228
    
    
    $
    421,005
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (61,288
    )
    
    $
    359,717
   F-6




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##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1. Partnership Organization and Formation
        F-7




---



##### Table of Contents



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Fiscal Period.
 Revenue Recognition.
 Fair Value Measurements.
  
    
    Level 1: Quoted prices in active markets for identical assets or liabilities.
 
    
    Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices
for identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs are observable in active markets.
 
    
    Level 3: Valuations derived from valuation techniques in which one or more significant
inputs are unobservable.
  Use of Estimates.
  F-8




---



##### Table of Contents



Cash and Cash Equivalents.
 Inventories.
 Derivative Instruments and Hedging Activities.
 Commodity Price Risk.
   F-9




---



##### Table of Contents



Interest Rate Risk. 1 2
 Long-Lived Assets.
 Property, plant and equipment.
 Buildings
    
    40 YearsBuilding and land improvements
    
    20-40 YearsTransportation equipment
    
    4-20 YearsStorage facilities
    
    7-40 YearsOffice equipment
    
    5-10 YearsTanks and cylinders
    
    15-40 YearsComputer software
    
    3-7 Years
   Goodwill.
  F-10




---



##### Table of Contents



Other Intangible Assets.
 Accrued Insurance.
 Customer Deposits and Advances.
 Income Taxes.
  Asset Retirement Obligations.
   F-11




---



##### Table of Contents



Unit-Based Compensation.
 Costs and Expenses.
   Net Income Per Unit.
   F-12




---



##### Table of Contents



Comprehensive Income.
 Recently Issued Accounting Standards.
  Reclassifications.
 Subsequent Events.
 3. Distributions of Available Cash
    F-13




---



##### Table of Contents



Fiscal
    
    
    Fiscal
    
    
    Fiscal2009
    
    
    2008
    
    
    2007First Quarter
    
    $
    0.8100
    
    
    $
    0.7625
    
    
    $
    0.6875Second Quarter
    
    
    0.8150
    
    
    
    0.7750
    
    
    
    0.7000Third Quarter
    
    
    0.8250
    
    
    
    0.8000
    
    
    
    0.7125Fourth Quarter
    
    
    0.8300
    
    
    
    0.8050
    
    
    
    0.7500
  4. Selected Balance Sheet Information
  As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Propane and refined fuels
    
    $
    67,293
    
    
    $
    76,036Natural gas
    
    
    219
    
    
    
    283Appliances and related parts
    
    
    2,646
    
    
    
    3,503$
    70,158
    
    
    $
    79,822
   F-14




---



##### Table of Contents



As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Land and improvements
    
    $
    28,452
    
    
    $
    28,307Buildings and improvements
    
    
    78,189
    
    
    
    77,833Transportation equipment
    
    
    33,231
    
    
    
    35,033Storage facilities
    
    
    76,594
    
    
    
    74,954Equipment, primarily tanks and cylinders
    
    
    471,787
    
    
    
    463,332Computer systems
    
    
    43,538
    
    
    
    41,796Construction in progress
    
    
    2,657
    
    
    
    1,711734,448
    
    
    
    722,966Less: accumulated depreciation
    
    
    377,261
    
    
    
    355,158$
    357,187
    
    
    $
    367,808
  5. Goodwill and Other Intangible Assets
  As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Propane
    
    $
    262,559
    
    
    $
    262,559Fuel oil and refined fuels
    
    
    4,438
    
    
    
    5,823Natural gas and electricity
    
    
    7,900
    
    
    
    7,900$
    274,897
    
    
    $
    276,282
  F-15




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##### Table of Contents



As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Customer lists
    
    $
    22,316
    
    
    $
    22,316Tradenames
    
    
    1,499
    
    
    
    1,499Other
    
    
    1,967
    
    
    
    2,11725,782
    
    
    
    25,932Less: accumulated amortizationCustomer lists
    
    
    (10,596
    )
    
    
    (8,632
    )Tradenames
    
    
    (862
    )
    
    
    (712
    )Other
    
    
    (526
    )
    
    
    (570
    )(11,984
    )
    
    
    (9,914
    )$
    13,798
    
    
    $
    16,018
  6. Restructuring Charges and Severance Costs
   7. Income Taxes
    F-16




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##### Table of Contents



Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007CurrentFederal
    
    $
    173
    
    
    $
    73
    
    
    $
    474State and local
    
    
    928
    
    
    
    553
    
    
    
    1,3791,101
    
    
    
    626
    
    
    
    1,853Deferred
    
    
    1,385
    
    
    
    1,277
    
    
    
    3,800$
    2,486
    
    
    $
    1,903
    
    
    $
    5,653
   Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Income tax provision at federal statutory tax rate
    
    $
    58,704
    
    
    $
    39,577
    
    
    $
    45,149Impact of Partnership income not subject to
federal income taxes
    
    
    (56,294
    )
    
    
    (45,323
    )
    
    
    (39,459
    )Permanent differences
    
    
    719
    
    
    
    1,240
    
    
    
    (358
    )Change in valuation allowance
    
    
    (2,048
    )
    
    
    6,930
    
    
    
    (1,583
    )State income taxes
    
    
    1,262
    
    
    
    (572
    )
    
    
    1,379Alternative minimum tax
    
    
    143
    
    
    
    53
    
    
    
    447Other, net
    
    
    
    
    
    
    (2
    )
    
    
    78Provision for income taxes  current and deferred
    
    $
    2,486
    
    
    $
    1,903
    
    
    $
    5,653
  F-17




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##### Table of Contents



As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    38,995
    
    
    $
    41,768Allowance for doubtful accounts
    
    
    679
    
    
    
    1,428Inventory
    
    
    833
    
    
    
    722Intangible assets
    
    
    1,523
    
    
    
    1,127Deferred revenue
    
    
    1,613
    
    
    
    1,787Derivative instruments
    
    
    
    
    
    
    92AMT credit carryforward
    
    
    789
    
    
    
    646Other accruals
    
    
    2,915
    
    
    
    2,083Total deferred tax assets
    
    
    47,347
    
    
    
    49,653Deferred tax liabilities:Derivative instruments
    
    
    1,282
    
    
    
    Property, plant and equipment
    
    
    603
    
    
    
    758Total deferred tax liabilities
    
    
    1,885
    
    
    
    758Net deferred tax assets
    
    
    45,462
    
    
    
    48,895Valuation allowance
    
    
    (45,462
    )
    
    
    (48,895
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  8. Long-Term Borrowings
  As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Senior Notes, 6.875%, due December 15, 2013,
net of unamortized discount of $585 and $1,228, respectively
    
    $
    249,415
    
    
    $
    423,772Revolving Credit Agreement, due June 25, 2013
    
    
    100,000
    
    
    
    Term Loan
    
    
    
    
    
    
    110,000349,415
    
    
    
    533,772Less: current portion of Term Loan
    
    
    
    
    
    
    2,000$
    349,415
    
    
    $
    531,772
   F-18




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##### Table of Contents



1 2
    F-19




---



##### Table of Contents



9. Unit-Based Compensation Arrangements
  Restricted Unit Plans.
  F-20




---



##### Table of Contents



Weighted AverageGrant Date FairUnits
    
    
    Value Per UnitOutstanding September 30, 2006
    
    
    340,786
    
    
    $
    29.28Granted
    
    
    151,515
    
    
    
    44.51Forfeited
    
    
    (47,023
    )
    
    
    (30.06
    )Vested
    
    
    (62,188
    )
    
    
    (28.34
    )Outstanding September 29, 2007
    
    
    383,090
    
    
    $
    28.85Granted
    
    
    125,912
    
    
    
    35.19Forfeited
    
    
    (11,359
    )
    
    
    (27.17
    )Vested
    
    
    (51,128
    )
    
    
    (30.52
    )Outstanding September 27, 2008
    
    
    446,515
    
    
    $
    30.57Granted
    
    
    68,799
    
    
    
    18.10Forfeited
    
    
    (28,382
    )
    
    
    (31.92
    )Vested
    
    
    (71,637
    )
    
    
    (27.81
    )Outstanding September 26, 2009
    
    
    415,295
    
    
    $
    28.89
  Long-Term Incentive Plan.
 10. Compensation Deferral Plan
   F-21




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##### Table of Contents



11. Employee Benefit Plans
 Defined Contribution Plan.
 Defined Pension and Retiree Health and Life Benefits Arrangements
 Pension Benefits.
  Retiree Health and Life Benefits.
  F-22




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##### Table of Contents



September 29, 2007
    
    
    
    
    
    
    
    
    
    
    September 29, 2007Prior to AML
    
    
    AML adjustments
    
    
    
    
    
    
    Post AMLadjustments and
    
    
    prior to
    
    
    Adoption of
    
    
    adjustments andadoption of new
    
    
    adoption of new
    
    
    new accounting
    
    
    adoption of newaccounting standard
    
    
    accounting standard
    
    
    standard
    
    
    accounting standardAccrued pension liability (asset)
    
    $
    9,990
    
    
    $
    (63,510
    )
    
    $
    47,973
    
    
    $
    (5,547
    )Accrued postretirement liability
    
    $
    29,353
    
    
    $
    
    
    
    $
    (4,928
    )
    
    $
    24,425Accumulated other comprehensive loss
    
    $
    63,510
    
    
    $
    (63,510
    )
    
    $
    43,045
    
    
    $
    43,045
  F-23




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##### Table of Contents



Projected Benefit Obligation, Fair Value of Plan Assets and Funded Status.
 Retiree Health andPension Benefits
    
    
    Life Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Reconciliation of benefit obligations:Benefit obligation at beginning of year
    
    $
    135,195
    
    
    $
    158,317
    
    
    $
    19,076
    
    
    $
    24,426Service cost
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    8Interest cost
    
    
    9,488
    
    
    
    8,749
    
    
    
    1,381
    
    
    
    1,399Actuarial (gain) loss
    
    
    26,888
    
    
    
    (16,904
    )
    
    
    2,409
    
    
    
    (4,954
    )Settlement payments
    
    
    (6,130
    )
    
    
    (6,653
    )
    
    
    
    
    
    
    Benefits paid
    
    
    (8,254
    )
    
    
    (8,314
    )
    
    
    (1,744
    )
    
    
    (1,803
    )Benefit obligation at end of year
    
    $
    157,187
    
    
    $
    135,195
    
    
    $
    21,127
    
    
    $
    19,076Reconciliation of fair value of plan assets:Fair value of plan assets at beginning of year
    
    $
    135,327
    
    
    $
    163,864
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    19,112
    
    
    
    (13,570
    )
    
    
    
    
    
    
    Employer contributions
    
    
    
    
    
    
    
    
    
    
    1,744
    
    
    
    1,803Settlement payments
    
    
    (6,130
    )
    
    
    (6,653
    )
    
    
    
    
    
    
    Benefits paid
    
    
    (8,254
    )
    
    
    (8,314
    )
    
    
    (1,744
    )
    
    
    (1,803
    )Fair value of plan assets at end of year
    
    $
    140,055
    
    
    $
    135,327
    
    
    $
    
    
    
    $
    Funded status:Funded status at end of year
    
    $
    (17,132
    )
    
    $
    132
    
    
    $
    (21,127
    )
    
    $
    (19,076
    )Amounts recognized in consolidated balance
sheets consist of:Pension (liability) asset
    
    $
    (17,132
    )
    
    $
    132
    
    
    $
    
    
    
    $
    Accrued benefit liability
    
    
    
    
    
    
    
    
    
    
    (21,127
    )
    
    
    (19,076
    )Net amount recognized at end of year
    
    $
    (17,132
    )
    
    $
    132
    
    
    $
    (21,127
    )
    
    $
    (19,076
    )Less: Current portion
    
    
    
    
    
    
    
    
    
    
    1,748
    
    
    
    1,923Non-current benefit liability
    
    $
    (17,132
    )
    
    $
    132
    
    
    $
    (19,379
    )
    
    $
    (17,153
    )Amounts not yet recognized in net periodic benefit cost and
included in accumulated other comprehensive income (loss):Actuarial net (loss) gain
    
    $
    (63,278
    )
    
    $
    (50,345
    )
    
    $
    2,842
    
    
    $
    5,563Prior service credits
    
    
    
    
    
    
    
    
    
    
    3,338
    
    
    
    3,826Net amount recognized in accumulated other comprehensive (loss)
income
    
    $
    (63,278
    )
    
    $
    (50,345
    )
    
    $
    6,180
    
    
    $
    9,389
  Plan Asset Allocation.
 2009
    
    
    2008Fixed income securities  long-term bonds
    
    
    92
    %
    
    
    81
    %Equity securities  domestic and international
    
    
    8
    %
    
    
    19
    %100
    %
    
    
    100
    %
  F-24




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##### Table of Contents



Projected Contributions and Benefit Payments.
 RetireeHealth andPension
    
    
    LifeFiscal Year
    
    Benefits
    
    
    Benefits2010
    
    $
    19,896
    
    
    $
    1,7482011
    
    
    13,380
    
    
    
    1,6902112
    
    
    13,810
    
    
    
    1,6352013
    
    
    12,720
    
    
    
    1,5622014
    
    
    12,986
    
    
    
    1,4892015 through 2019
    
    
    54,113
    
    
    
    6,137
 Effect on Operations.
 Pension Benefits
    
    
    Retiree Health and Life Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Service cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    8
    
    
    $
    12Interest cost
    
    
    9,487
    
    
    
    8,749
    
    
    
    8,905
    
    
    
    1,381
    
    
    
    1,399
    
    
    
    1,317Expected return on plan assets
    
    
    (9,205
    )
    
    
    (9,082
    )
    
    
    (10,317
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (490
    )
    
    
    (597
    )Settlement charge
    
    
    
    
    
    
    
    
    
    
    3,269
    
    
    
    
    
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    4,050
    
    
    
    3,375
    
    
    
    5,315
    
    
    
    (312
    )
    
    
    
    
    
    
    Net periodic benefit costs
    
    $
    4,332
    
    
    $
    3,042
    
    
    $
    7,172
    
    
    $
    583
    
    
    $
    917
    
    
    $
    732
   F-25




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##### Table of Contents



Actuarial Assumptions.
 Retiree Health andPension Benefits
    
    
    Life Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted-average discount rate
    
    
    5.125
    %
    
    
    7.625
    %
    
    
    5.125
    %
    
    
    7.625
    %Average rate of compensation increase
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
  Pension Benefits
    
    
    Retiree Health and Life Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Weighted-average discount rate
    
    
    7.625
    %
    
    
    6.000
    %
    
    
    5.500
    %
    
    
    7.625
    %
    
    
    6.000
    %
    
    
    5.500
    %Average rate of compensation
increase
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aWeighted-average expected long-
term rate of return on plan assets
    
    
    7.390
    %
    
    
    6.000
    %
    
    
    8.000
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aHealth care cost trend
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    9.000
    %
    
    
    9.500
    %
    
    
    10.000
    %
    F-26




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##### Table of Contents



12. Financial Instruments
 Cash and Cash Equivalents.
 Derivative Instruments and Hedging Activities
 As ofSeptember 26,
    
    
    September 27,Transaction Type
    
    2009
    
    
    2008Commodity Options
    
    
    6,467
    
    
    
    6,246Commodity Futures
    
    
    15,330
    
    
    
    
  As of September 26, 2009
    
    
    As of September 27, 2008Location
    
    Fair Value
    
    
    Location
    
    Fair ValueAsset DerivativesDerivatives not designated as
hedging instruments:Commodity options
    
    Other current assets
    
    $
    6,398
    
    
    Other current assets
    
    $
    5,048Other assets
    
    
    241
    
    
    Other assets
    
    
    Commodity futures
    
    Other current assets
    
    
    2,845
    
    
    Other current assets
    
    
    Other assets
    
    
    248
    
    
    Other assets
    
    
    $
    9,732
    
    
    
    
    $
    5,048Location
    
    Fair Value
    
    
    Location
    
    Fair ValueLiability DerivativesDerivatives designated as hedging
instruments:Interest rate swaps
    
    Other current liabilities
    
    $
    3,351
    
    
    Other current liabilities
    
    $
    2,441Other liabilities
    
    
    840
    
    
    Other liabilities
    
    
    759Derivatives not designated as
hedging instruments:
    
    
    
    $
    4,191
    
    
    
    
    $
    3,200Commodity options
    
    Other current liabilities
    
    $
    4,060
    
    
    Other current liabilities
    
    $
    494Other liabilities
    
    
    175
    
    
    Other liabilities
    
    
    Commodity futures
    
    Other current liabilities
    
    
    784
    
    
    Other current liabilities
    
    
    $
    5,019
    
    
    
    
    $
    494
   F-27




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##### Table of Contents



Amount of Gains
    
    
    Gains (Losses) Reclassified from(Losses) Recognized in
    
    
    Accumulated OCI into IncomeOCI (Effective
    
    
    (Effective Portion)Portion)
    
    
    Location
    
    AmountDerivatives in Cash Flow Hedging Relationships:Year ended 9/26/2009Interest rate swap
    
    $
    (991
    )
    
    Interest expense
    
    $
    Year ended 9/27/2008Interest rate swap
    
    $
    (2,916
    )
    
    Interest expense
    
    $
    Forwards
    
    
    
    
    
    Cost of products sold
    
    
    1,377$
    (2,916
    )
    
    
    
    $
    1,377Year ended 9/29/2007Interest rate swap
    
    $
    (1,465
    )
    
    Interest expense
    
    $
    Forwards
    
    
    1,292
    
    
    Cost of products sold
    
    
    (2,961
    )Futures
    
    
    
    
    
    Cost of products sold
    
    
    994$
    (173
    )
    
    
    
    $
    (1,967
    )
 Location of Gains
    
    
    Amount of Unrealized Gains(Losses) Recognized in
    
    
    (Losses) Recognized inIncome
    
    
    IncomeDerivatives Not
Designated as
Hedging Instruments:Year ended 9/26/2009Options
    
    Cost of products sold
    
    $
    (589
    )Futures
    
    Cost of products sold
    
    
    2,302$
    1,713Year ended 9/27/2008Options
    
    Cost of products sold
    
    $
    2,011Futures
    
    Cost of products sold
    
    
    (247
    )$
    1,764Year ended 9/29/2007Options
    
    Cost of products sold
    
    $
    (2,599
    )Futures
    
    Cost of products sold
    
    
    (4,956
    )$
    (7,555
    )
 Credit Risk
  Bank Debt and Senior Notes.
  F-28




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##### Table of Contents



13. Commitments and Contingencies
 Commitments.
  MinimumLeaseFiscal Year
    
    Payments2010
    
    $
    14,2972011
    
    
    11,4612012
    
    
    8,6432013
    
    
    6,7912014
    
    
    5,5222015 and thereafter
    
    
    4,223
 Contingencies.
 Self Insurance.
  Legal Matters.
  F-29




---



##### Table of Contents



14. Guarantees
  15. Public Offerings
  16. Discontinued Operations and Disposition
    F-30




---



##### Table of Contents



17. Segment Information
       F-31




---



##### Table of Contents



Year EndedSeptember 26,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Revenues:Propane
    
    $
    864,012
    
    
    $
    1,132,950
    
    
    $
    1,019,798Fuel oil and refined fuels
    
    
    159,596
    
    
    
    288,078
    
    
    
    262,076Natural gas and electricity
    
    
    76,832
    
    
    
    103,745
    
    
    
    94,352All other
    
    
    42,714
    
    
    
    49,390
    
    
    
    63,337Total revenues
    
    $
    1,143,154
    
    
    $
    1,574,163
    
    
    $
    1,439,563Income (loss) before interest expense and
provision for income taxes:Propane
    
    $
    268,969
    
    
    $
    219,546
    
    
    $
    207,269Fuel oil and refined fuels
    
    
    17,950
    
    
    
    (2,825
    )
    
    
    26,283Natural gas and electricity
    
    
    12,791
    
    
    
    9,812
    
    
    
    11,404All other
    
    
    (16,346
    )
    
    
    (16,044
    )
    
    
    (26,335
    )Corporate
    
    
    (72,749
    )
    
    
    (60,361
    )
    
    
    (54,025
    )Total income before interest expense and
provision for income taxes
    
    
    210,615
    
    
    
    150,128
    
    
    
    164,596Reconciliation to income from continuing operationsLoss on debt extinguishment
    
    
    4,624
    
    
    
    
    
    
    
    Interest expense, net
    
    
    38,267
    
    
    
    37,052
    
    
    
    35,596Provision for income taxes
    
    
    2,486
    
    
    
    1,903
    
    
    
    5,653Income from continuing operations
    
    $
    165,238
    
    
    $
    111,173
    
    
    $
    123,347Depreciation and amortization:Propane
    
    $
    15,951
    
    
    $
    15,515
    
    
    $
    16,229Fuel oil and refined fuels
    
    
    4,253
    
    
    
    3,381
    
    
    
    3,493Natural gas and electricity
    
    
    1,008
    
    
    
    1,008
    
    
    
    929All other
    
    
    436
    
    
    
    391
    
    
    
    721Corporate
    
    
    8,695
    
    
    
    8,099
    
    
    
    7,418Total depreciation and amortization
    
    $
    30,343
    
    
    $
    28,394
    
    
    $
    28,790
 As ofSeptember 26,
    
    
    September 27,2009
    
    
    2008Assets:Propane
    
    $
    681,809
    
    
    $
    746,281Fuel oil and refined fuels
    
    
    83,416
    
    
    
    70,548Natural gas and electricity
    
    
    17,540
    
    
    
    23,658All other
    
    
    2,876
    
    
    
    4,075Corporate
    
    
    279,854
    
    
    
    279,132Eliminations
    
    
    (87,981
    )
    
    
    (87,981
    )Total assets
    
    $
    977,514
    
    
    $
    1,035,713
  F-32




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##### Table of Contents



INDEX TO FINANCIAL STATEMENT SCHEDULE
 SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 PageSchedule II Valuation and Qualifying Accounts  Years Ended September 26, 2009,
September 27, 2008 and September 29,
2007
    
    
    S-2
  S-1




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##### Table of Contents



SCHEDULE II
 SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 VALUATION AND QUALIFYING ACCOUNTS
 Balance at
    
    
    Charged
    
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    
    (credited) to Costs
    
    
    Other
    
    
    
    
    
    
    at Endof Period
    
    
    and Expenses
    
    
    Additions
    
    
    Deductions (a)
    
    
    of PeriodYear Ended September 29, 2007Allowance for doubtful accounts
    
    $
    5,530
    
    
    $
    4,331
    
    
    $
    
    
    
    $
    (4,820
    )
    
    $
    5,041Valuation allowance for deferred tax assets
    
    
    47,733
    
    
    
    (1,583
    )
    
    
    
    
    
    
    (2,854
    )
    
    
    43,296Year Ended September 27, 2008Allowance for doubtful accounts
    
    $
    5,041
    
    
    $
    9,166
    
    
    $
    
    
    
    $
    (7,629
    )
    
    $
    6,578Valuation allowance for deferred tax assets
    
    
    43,296
    
    
    
    6,930
    
    
    
    
    
    
    
    (1,331
    )
    
    
    48,895Year Ended September 26, 2009Allowance for doubtful accounts
    
    $
    6,578
    
    
    $
    3,284
    
    
    $
    
    
    
    $
    (5,488
    )
    
    $
    4,374Valuation allowance for deferred tax assets
    
    
    48,895
    
    
    
    (2,048
    )
    
    
    
    
    
    
    (1,385
    )
    
    
    45,462
 (a)
    
    Represents amounts that did not impact earnings.  S-2