##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended March 28, 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
    
    22-3410353(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 þ o
 Yes o No o
 *
    
    The registrant has not yet been phased into the interactive data
requirements.  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




---



##### 



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 INDEX TO FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS (UNAUDITED)Condensed Consolidated Balance Sheets as of March 28, 2009
and September 27, 2008
    
    
    1Condensed Consolidated Statements of Operations for the three months ended
March 28, 2009 and March 29, 2008
    
    
    2Condensed Consolidated Statements of Operations for the six months ended
March 28, 2009 and March 29, 2008
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months ended
March 28, 2009 and March 29, 2008
    
    
    4Condensed Consolidated Statement of Partners Capital for the six months ended
March 28, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    20ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    35ITEM 4. CONTROLS AND PROCEDURES
    
    
    38PART II. OTHER INFORMATIONITEM 6. EXHIBITS
    
    
    39SIGNATURES
    
    
    40Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




---



##### Table of Contents



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 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;
and
    
    The impact of current conditions in the global capital and credit markets, and general
economic pressures.




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands)
 (unaudited)
 March 28,
    
    
    September 27,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    235,457
    
    
    $
    137,698Accounts receivable, less allowance for doubtful accounts
of $6,603 and $6,578, respectively
    
    
    124,240
    
    
    
    94,933Inventories
    
    
    62,181
    
    
    
    79,822Other current assets
    
    
    32,461
    
    
    
    47,098Total current assets
    
    
    454,339
    
    
    
    359,551Property, plant and equipment, net
    
    
    361,626
    
    
    
    367,808Goodwill
    
    
    275,822
    
    
    
    276,282Other intangible assets, net
    
    
    14,908
    
    
    
    16,018Other assets
    
    
    21,512
    
    
    
    16,054Total assets
    
    $
    1,128,207
    
    
    $
    1,035,713LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable
    
    $
    45,653
    
    
    $
    58,079Accrued employment and benefit costs
    
    
    36,795
    
    
    
    27,053Accrued insurance
    
    
    13,620
    
    
    
    41,120Customer deposits and advances
    
    
    44,673
    
    
    
    71,206Accrued interest
    
    
    10,389
    
    
    
    11,030Other current liabilities
    
    
    16,022
    
    
    
    15,127Total current liabilities
    
    
    167,152
    
    
    
    223,615Long-term borrowings
    
    
    531,889
    
    
    
    531,772Postretirement benefits obligation
    
    
    16,917
    
    
    
    17,153Accrued insurance
    
    
    35,819
    
    
    
    31,913Other liabilities
    
    
    11,473
    
    
    
    11,184Total liabilities
    
    
    763,250
    
    
    
    815,637Commitments and contingenciesPartners capital:Common Unitholders (32,795 and 32,725 units issued and outstanding at
March 28, 2009 and September 27, 2008, respectively)
    
    
    408,072
    
    
    
    264,231Accumulated other comprehensive loss
    
    
    (43,115
    )
    
    
    (44,155
    )Total partners capital
    
    
    364,957
    
    
    
    220,076Total liabilities and partners capital
    
    $
    1,128,207
    
    
    $
    1,035,713
   1




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per unit amounts)
 (unaudited)
 Three Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008RevenuesPropane
    
    $
    336,913
    
    
    $
    422,376Fuel oil and refined fuels
    
    
    65,138
    
    
    
    114,312Natural gas and electricity
    
    
    32,093
    
    
    
    38,203Services
    
    
    10,251
    
    
    
    11,096All other
    
    
    830
    
    
    
    1,110445,225
    
    
    
    587,097Costs and expensesCost of products sold
    
    
    208,259
    
    
    
    380,757Operating
    
    
    86,848
    
    
    
    79,697General and administrative
    
    
    17,793
    
    
    
    15,161Depreciation and amortization
    
    
    7,131
    
    
    
    7,107320,031
    
    
    
    482,722Income before interest expense and provision for income taxes
    
    
    125,194
    
    
    
    104,375Interest expense, net
    
    
    9,442
    
    
    
    9,418Income before provision for taxes
    
    
    115,752
    
    
    
    94,957Provision for income taxes
    
    
    886
    
    
    
    434Net income
    
    $
    114,866
    
    
    $
    94,523Income per Common Unit  basic
    
    $
    3.50
    
    
    $
    2.89Weighted average number of Common Units outstanding  basic
    
    
    32,847
    
    
    
    32,725Income per Common Unit  diluted
    
    $
    3.48
    
    
    $
    2.87Weighted average number of Common Units outstanding  diluted
    
    
    33,051
    
    
    
    32,959
   2




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per unit amounts)
 (unaudited)
 Six Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008RevenuesPropane
    
    $
    610,821
    
    
    $
    729,701Fuel oil and refined fuels
    
    
    119,329
    
    
    
    192,347Natural gas and electricity
    
    
    54,374
    
    
    
    62,186Services
    
    
    22,253
    
    
    
    25,568All other
    
    
    1,763
    
    
    
    2,404808,540
    
    
    
    1,012,206Costs and expensesCost of products sold
    
    
    382,489
    
    
    
    658,472Operating
    
    
    163,911
    
    
    
    159,040General and administrative
    
    
    32,563
    
    
    
    24,364Depreciation and amortization
    
    
    14,154
    
    
    
    14,166593,117
    
    
    
    856,042Income before interest expense and provision for income taxes
    
    
    215,423
    
    
    
    156,164Interest expense, net
    
    
    18,845
    
    
    
    17,806Income before provision for taxes
    
    
    196,578
    
    
    
    138,358Provision for income taxes
    
    
    1,024
    
    
    
    2,113Income from continuing operations
    
    
    195,554
    
    
    
    136,245Discontinued operations:Gain on sale of discontinued operations
    
    
    
    
    
    
    43,707Net income
    
    $
    195,554
    
    
    $
    179,952Income per Common Unit  basicIncome from continuing operations
    
    $
    5.96
    
    
    $
    4.16Discontinued operations
    
    
    
    
    
    
    1.34Net income
    
    $
    5.96
    
    
    $
    5.50Weighted average number of Common Units outstanding  basic
    
    
    32,832
    
    
    
    32,716Income per Common Unit  dilutedIncome from continuing operations
    
    $
    5.93
    
    
    $
    4.14Discontinued operations
    
    
    
    
    
    
    1.33Net income
    
    $
    5.93
    
    
    $
    5.47Weighted average number of Common Units outstanding  diluted
    
    
    32,996
    
    
    
    32,926
   3




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (unaudited)
 Six Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    195,554
    
    
    $
    179,952Adjustments to reconcile net income to net cash provided by operations:Depreciation and amortization
    
    
    14,154
    
    
    
    14,166Amortization of debt origination costs
    
    
    664
    
    
    
    664Compensation cost recognized under Restricted Unit Plan
    
    
    1,241
    
    
    
    686Amortization of discount on long-term borrowings
    
    
    117
    
    
    
    117Gain on disposal of discontinued operations
    
    
    
    
    
    
    (43,707
    )Gain on disposal of property, plant and equipment, net
    
    
    (623
    )
    
    
    (1,712
    )Deferred tax provision
    
    
    460
    
    
    
    1,521Changes in assets and liabilities:(Increase) in accounts receivable
    
    
    (29,307
    )
    
    
    (100,274
    )Decrease in inventories
    
    
    17,641
    
    
    
    41Decrease (increase) in other current assets
    
    
    14,637
    
    
    
    (6,693
    )(Decrease) increase in accounts payable
    
    
    (12,426
    )
    
    
    20,015Increase (decrease) in accrued employment and benefit costs
    
    
    9,742
    
    
    
    (12,386
    )(Decrease) in accrued insurance
    
    
    (27,500
    )
    
    
    (3,400
    )(Decrease) in customer deposits and advances
    
    
    (26,533
    )
    
    
    (43,565
    )(Decrease) increase in accrued interest
    
    
    (641
    )
    
    
    103Increase in other current liabilities
    
    
    2,895
    
    
    
    7,577(Increase) decrease in other noncurrent assets
    
    
    (4,097
    )
    
    
    1,296Increase (decrease) in other noncurrent liabilities
    
    
    2,974
    
    
    
    (6,014
    )Net cash provided by operating activities
    
    
    158,952
    
    
    
    8,387Cash flows from investing activities:Capital expenditures
    
    
    (8,323
    )
    
    
    (11,084
    )Proceeds from sale of property, plant and equipment
    
    
    2,084
    
    
    
    2,691Proceeds from sale of discontinued operations
    
    
    
    
    
    
    53,715Net cash (used in) provided by investing activities
    
    
    (6,239
    )
    
    
    45,322Cash flows from financing activities:Long-term debt repayments
    
    
    (2,000
    )
    
    
    Partnership distributions
    
    
    (52,954
    )
    
    
    (49,492
    )Net cash (used in) financing activities
    
    
    (54,954
    )
    
    
    (49,492
    )Net increase in cash and cash equivalents
    
    
    97,759
    
    
    
    4,217Cash and cash equivalents at beginning of period
    
    
    137,698
    
    
    
    96,586Cash and cash equivalents at end of period
    
    $
    235,457
    
    
    $
    100,803
   4




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 (in thousands)
 (unaudited)
 AccumulatedOther
    
    
    TotalNumber of
    
    
    Common
    
    
    Comprehensive
    
    
    Partners
    
    
    ComprehensiveCommon Units
    
    
    Unitholders
    
    
    (Loss)
    
    
    Capital
    
    
    IncomeBalance at September 27, 2008
    
    
    32,725
    
    
    $
    264,231
    
    
    $
    (44,155
    )
    
    $
    220,076Net income
    
    
    
    
    
    
    195,554
    
    
    
    
    
    
    
    195,554
    
    
    $
    195,554Other comprehensive income:Net unrealized losses on cash flow hedges
    
    
    
    
    
    
    
    
    
    
    (584
    )
    
    
    (584
    )
    
    
    (584
    )Amortization of net actuarial losses and
prior service credits into earnings
    
    
    
    
    
    
    
    
    
    
    1,624
    
    
    
    1,624
    
    
    
    1,624Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    196,594Partnership distributions
    
    
    
    
    
    
    (52,954
    )
    
    
    
    
    
    
    (52,954
    )Common Units issued under
Restricted Unit Plan
    
    
    70Compensation cost recognized under
Restricted Unit Plan, net of forfeitures
    
    
    
    
    
    
    1,241
    
    
    
    
    
    
    
    1,241Balance at March 28, 2009
    
    
    32,795
    
    
    $
    408,072
    
    
    $
    (43,115
    )
    
    $
    364,957
   5




---



##### Table of Contents



SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands, except per unit amounts)
 (unaudited)
 1. Partnership Organization
      2. Basis of Presentation
 Principles of Consolidation.
  6




---



##### Table of Contents



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 in active
markets; 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.
  7




---



##### Table of Contents



Reclassifications.
 3. Derivative Instruments and Hedging Activities
  Commodity Price Risk.
  Credit Risk.
  8




---



##### Table of Contents



Interest Rate Risk.
  Transaction Type
    
    (gallons in thousands)Options
    
    
    7,350Futures
    
    
    19,992
  Asset Derivatives
    
    
    Liability DerivativesLocation
    
    Fair Value
    
    
    Location
    
    Fair ValueDerivatives designated as hedging
instruments under SFAS 133:Interest rate swap
    
    
    
    
    
    
    
    Other liabilities
    
    $
    3,785$
    3,785Derivatives not designated as hedging
instruments under SFAS 133:Options
    
    Other current assets
    
    $
    6,996
    
    
    Other current liabilities
    
    $
    2,867Futures
    
    Other current assets
    
    
    4,910
    
    
    Other current liabilities
    
    
    1,134$
    11,906
    
    
    
    
    $
    4,001
  9




---



##### Table of Contents



Three months ended March 28, 2009
    
    
    Three months ended March 29, 2008Derivatives in
    
    Amount of Gains
    
    
    Gains (Losses) Reclassified
    
    
    Amount of Gains
    
    
    Gains (Losses) ReclassifiedSFAS 133 Cash
    
    (Losses) Recognized
    
    
    from Accumulated OCI into
    
    
    (Losses) Recognized
    
    
    from Accumulated OCI intoFlow Hedging
    
    in OCI on Derivative
    
    
    Income (Effective Portion)
    
    
    in OCI on Derivative
    
    
    Income (Effective Portion)Relationships
    
    (Effective Portion)
    
    
    Location
    
    
    Amount
    
    
    (Effective Portion)
    
    
    Location
    
    
    AmountInterest rate swap
    
    $
    704
    
    
    Interest expense
    
    $
    
    
    
    $
    (2,980
    )
    
    Interest expense
    
    $
    $
    704
    
    
    
    
    
    
    $
    
    
    
    $
    (2,980
    )
    
    
    
    
    
    $
    Derivatives Not
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    
    
    
    
    UnrealizedDesignated as
    
    Location of Gains
    
    
    Gains (Losses)
    
    
    
    
    
    
    Location of Gains
    
    
    Gains (Losses)Hedging
    
    (Losses) Recognized
    
    
    Recognized in
    
    
    
    
    
    
    (Losses) Recognized
    
    
    Recognized inInstruments under
    
    in Income on
    
    
    Income on
    
    
    
    
    
    
    in Income on
    
    
    Income onSFAS 133
    
    Derivative
    
    
    Derivative
    
    
    
    
    
    
    Derivative
    
    
    DerivativeOptions
    
    Cost of goods sold
    
    $
    (4,379
    )
    
    
    
    
    
    Cost of goods sold
    
    $
    1,400Futures
    
    Cost of goods sold
    
    
    (5,311
    )
    
    
    
    
    
    Cost of goods sold
    
    
    (3,735
    )$
    (9,690
    )
    
    
    
    
    
    
    
    
    
    $
    (2,335
    )
 Six months ended March 28, 2009
    
    
    Six months ended March 29, 2008Derivatives in
    
    Amount of Gains
    
    
    Gains (Losses) Reclassified
    
    
    Amount of Gains
    
    
    Gains (Losses) ReclassifiedSFAS 133 Cash
    
    (Losses) Recognized
    
    
    from Accumulated OCI into
    
    
    (Losses) Recognized
    
    
    from Accumulated OCI intoFlow Hedging
    
    in OCI on Derivative
    
    
    Income (Effective Portion)
    
    
    in OCI on Derivative
    
    
    Income (Effective Portion)Relationships
    
    (Effective Portion)
    
    
    Location
    
    
    Amount
    
    
    (Effective Portion)
    
    
    Location
    
    
    AmountInterest rate swap
    
    $
    (584
    )
    
    Interest expense
    
    $
    
    
    
    $
    (5,123
    )
    
    Interest expense
    
    $
    $
    (584
    )
    
    
    
    
    
    $
    
    
    
    $
    (5,123
    )
    
    
    
    
    
    $
    Derivatives Not
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    
    
    
    
    UnrealizedDesignated as
    
    Location of Gains
    
    
    Gains (Losses)
    
    
    
    
    
    
    Location of Gains
    
    
    Gains (Losses)Hedging
    
    (Losses) Recognized
    
    
    Recognized in
    
    
    
    
    
    
    (Losses) Recognized
    
    
    Recognized inInstruments under
    
    in Income on
    
    
    Income on
    
    
    
    
    
    
    in Income on
    
    
    Income onSFAS 133
    
    Derivative
    
    
    Derivative
    
    
    
    
    
    
    Derivative
    
    
    DerivativeOptions
    
    Cost of goods sold
    
    $
    1,546
    
    
    
    
    
    
    Cost of goods sold
    
    $
    667Futures
    
    Cost of goods sold
    
    
    3,769
    
    
    
    
    
    
    Cost of goods sold
    
    
    (5,685
    )$
    5,315
    
    
    
    
    
    
    
    
    
    
    $
    (5,018
    )
 4. Discontinued Operations
   10




---



##### Table of Contents



5. Inventories
  As ofMarch 28,
    
    
    September 27,2009
    
    
    2008Propane, fuel oil and refined fuels
    
    $
    58,524
    
    
    $
    76,036Natural gas
    
    
    
    
    
    
    283Appliances and related parts
    
    
    3,657
    
    
    
    3,503$
    62,181
    
    
    $
    79,822
 6. Goodwill and Other Intangible Assets
    As ofMarch 28,
    
    
    September 27,2009
    
    
    2008Customer lists
    
    $
    22,316
    
    
    $
    22,316Tradenames
    
    
    1,499
    
    
    
    1,499Other
    
    
    2,117
    
    
    
    2,117$
    25,932
    
    
    $
    25,932Less: accumulated amortizationCustomer lists
    
    $
    (9,614
    )
    
    $
    (8,632
    )Tradenames
    
    
    (787
    )
    
    
    (712
    )Other
    
    
    (623
    )
    
    
    (570
    )(11,024
    )
    
    
    (9,914
    )$
    14,908
    
    
    $
    16,018
   11




---



##### Table of Contents



7. Income Per Common Unit
   8. Long-Term Borrowings
  As ofMarch 28,
    
    
    September 27,2009
    
    
    2008Senior Notes, 6.875%, due December 15, 2013, net of
unamortized discount of $1,111 and $1,228, respectively
    
    $
    423,889
    
    
    $
    423,772Term Loan, 6.29% to 7.16%, due March 31, 2010
    
    
    108,000
    
    
    
    110,000531,889
    
    
    
    533,772Less: current portion of Term Loan
    
    
    
    
    
    
    2,000$
    531,889
    
    
    $
    531,772
    12




---



##### Table of Contents



9. Distributions of Available Cash
   13




---



##### Table of Contents



10. Unit-Based Compensation Arrangements
  2000 Restricted Unit Plan.
  WeightedAverage GrantDate Fair ValueUnits
    
    
    Per UnitOutstanding September 27, 2008
    
    
    446,515
    
    
    $
    30.57Awarded
    
    
    68,799
    
    
    
    18.09Forfeited
    
    
    (11,313
    )
    
    
    (35.10
    )Issued
    
    
    (69,972
    )
    
    
    (27.91
    )Outstanding March 28, 2009
    
    
    434,029
    
    
    $
    28.90
  14




---



##### Table of Contents



Long-Term Incentive Plan.
 11. Commitments and Contingencies
 Self-Insurance.
  12. Guarantees
   15




---



##### Table of Contents



13. Pension Plans and Other Postretirement Benefits
  Pension BenefitsThree Months Ended
    
    
    Six Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Service Cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest cost
    
    
    2,372
    
    
    
    2,187
    
    
    
    4,744
    
    
    
    4,374Expected return on plan assets
    
    
    (2,301
    )
    
    
    (2,270
    )
    
    
    (4,602
    )
    
    
    (4,541
    )Amortization of prior service costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    1,012
    
    
    
    844
    
    
    
    2,024
    
    
    
    1,688Net periodic benefit cost
    
    $
    1,083
    
    
    $
    761
    
    
    $
    2,166
    
    
    $
    1,521
 Postretirement BenefitsThree Months Ended
    
    
    Six Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Service Cost
    
    $
    1
    
    
    $
    2
    
    
    $
    2
    
    
    $
    4Interest cost
    
    
    345
    
    
    
    350
    
    
    
    690
    
    
    
    699Expected return on plan assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service costs
    
    
    (122
    )
    
    
    (122
    )
    
    
    (244
    )
    
    
    (245
    )Recognized net actuarial loss
    
    
    (78
    )
    
    
    
    
    
    
    (156
    )
    
    
    Net periodic benefit cost
    
    $
    146
    
    
    $
    230
    
    
    $
    292
    
    
    $
    458
  14. Income taxes
    16




---



##### Table of Contents



15. Segment Information
       17




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Propane
    
    $
    336,913
    
    
    $
    422,376
    
    
    $
    610,821
    
    
    $
    729,701Fuel oil and refined fuels
    
    
    65,138
    
    
    
    114,312
    
    
    
    119,329
    
    
    
    192,347Natural gas and electricity
    
    
    32,093
    
    
    
    38,203
    
    
    
    54,374
    
    
    
    62,186Services
    
    
    10,251
    
    
    
    11,096
    
    
    
    22,253
    
    
    
    25,568All other
    
    
    830
    
    
    
    1,110
    
    
    
    1,763
    
    
    
    2,404Total revenues
    
    $
    445,225
    
    
    $
    587,097
    
    
    $
    808,540
    
    
    $
    1,012,206Income before interest expense and income taxes:Propane
    
    $
    129,492
    
    
    $
    112,643
    
    
    $
    227,161
    
    
    $
    172,486Fuel oil and refined fuels
    
    
    15,383
    
    
    
    8,515
    
    
    
    23,859
    
    
    
    10,805Natural gas and electricity
    
    
    5,852
    
    
    
    4,510
    
    
    
    9,022
    
    
    
    7,438Services
    
    
    (3,404
    )
    
    
    (4,138
    )
    
    
    (5,885
    )
    
    
    (6,355
    )All other
    
    
    (404
    )
    
    
    (217
    )
    
    
    (867
    )
    
    
    (423
    )Corporate
    
    
    (21,725
    )
    
    
    (16,938
    )
    
    
    (37,867
    )
    
    
    (27,787
    )Total income before interest expense
and income taxes
    
    
    125,194
    
    
    
    104,375
    
    
    
    215,423
    
    
    
    156,164Reconciliation to income from continuing operations:Interest expense, net
    
    
    9,442
    
    
    
    9,418
    
    
    
    18,845
    
    
    
    17,806Provision for income taxes
    
    
    886
    
    
    
    434
    
    
    
    1,024
    
    
    
    2,113Income from continuing operations
    
    $
    114,866
    
    
    $
    94,523
    
    
    $
    195,554
    
    
    $
    136,245Depreciation and amortization:Propane
    
    $
    3,822
    
    
    $
    3,890
    
    
    $
    7,632
    
    
    $
    7,782Fuel oil and refined fuels
    
    
    825
    
    
    
    844
    
    
    
    1,640
    
    
    
    1,709Natural gas and electricity
    
    
    252
    
    
    
    252
    
    
    
    504
    
    
    
    504Services
    
    
    75
    
    
    
    80
    
    
    
    152
    
    
    
    155All other
    
    
    17
    
    
    
    16
    
    
    
    33
    
    
    
    47Corporate
    
    
    2,140
    
    
    
    2,025
    
    
    
    4,193
    
    
    
    3,969Total depreciation and amortization
    
    $
    7,131
    
    
    $
    7,107
    
    
    $
    14,154
    
    
    $
    14,166
 As ofMarch 28,
    
    
    September 27,2009
    
    
    2008Assets:Propane
    
    $
    739,768
    
    
    $
    746,281Fuel oil and refined fuels
    
    
    91,467
    
    
    
    70,548Natural gas and electricity
    
    
    26,173
    
    
    
    23,658Services
    
    
    2,435
    
    
    
    2,841All other
    
    
    1,211
    
    
    
    1,234Corporate
    
    
    355,134
    
    
    
    279,132Eliminations
    
    
    (87,981
    )
    
    
    (87,981
    )Total assets
    
    $
    1,128,207
    
    
    $
    1,035,713
  18




---



##### Table of Contents



16. Recently Issued Accounting Pronouncements
    19




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Executive Overview
  Product Costs and Supply
    Seasonality
   20




---



##### Table of Contents



Weather
  Hedging and Risk Management Activities
  Critical Accounting Policies and Estimates
   Results of Operations and Financial Condition
   21




---



##### Table of Contents



22




---



##### Table of Contents



Three Months Ended March 28, 2009 Compared to Three Months Ended March 29, 2008
 Revenues
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Decrease
    
    
    DecreaseRevenuesPropane
    
    $
    336,913
    
    
    $
    422,376
    
    
    $
    (85,463
    )
    
    
    (20.2
    %)Fuel oil and refined fuels
    
    
    65,138
    
    
    
    114,312
    
    
    
    (49,174
    )
    
    
    (43.0
    %)Natural gas and electricity
    
    
    32,093
    
    
    
    38,203
    
    
    
    (6,110
    )
    
    
    (16.0
    %)Services
    
    
    10,251
    
    
    
    11,096
    
    
    
    (845
    )
    
    
    (7.6
    %)All other
    
    
    830
    
    
    
    1,110
    
    
    
    (280
    )
    
    
    (25.2
    %)Total revenues
    
    $
    445,225
    
    
    $
    587,097
    
    
    $
    (141,872
    )
    
    
    (24.2
    %)
      23




---



##### Table of Contents



Cost of Products Sold
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Decrease
    
    
    DecreaseCost of products soldPropane
    
    $
    141,201
    
    
    $
    252,230
    
    
    $
    (111,029
    )
    
    
    (44.0
    %)Fuel oil and refined fuels
    
    
    39,912
    
    
    
    93,042
    
    
    
    (53,130
    )
    
    
    (57.1
    %)Natural gas and electricity
    
    
    24,165
    
    
    
    31,740
    
    
    
    (7,575
    )
    
    
    (23.9
    %)Services
    
    
    2,700
    
    
    
    3,312
    
    
    
    (612
    )
    
    
    (18.5
    %)All other
    
    
    281
    
    
    
    433
    
    
    
    (152
    )
    
    
    (35.1
    %)Total cost of
products sold
    
    $
    208,259
    
    
    $
    380,757
    
    
    $
    (172,498
    )
    
    
    (45.3
    %)As a percent of total revenues
    
    
    46.8
    %
    
    
    64.9
    %
       24




---



##### Table of Contents



Operating Expenses
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseOperating expenses
    
    $
    86,848
    
    
    $
    79,697
    
    
    $
    7,151
    
    
    
    9.0
    %As a percent of total revenues
    
    
    19.5
    %
    
    
    13.6
    %
   General and Administrative Expenses
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseGeneral and administrative
expenses
    
    $
    17,793
    
    
    $
    15,161
    
    
    $
    2,632
    
    
    
    17.4
    %As a percent of total revenues
    
    
    4.0
    %
    
    
    2.6
    %
    25




---



##### Table of Contents



Depreciation and Amortization
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseDepreciation and amortization
    
    $
    7,131
    
    
    $
    7,107
    
    
    $
    24
    
    
    
    0.3
    %As a percent of total revenues
    
    
    1.6
    %
    
    
    1.2
    %
  Interest Expense, net
 Three Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseInterest expense, net
    
    $
    9,442
    
    
    $
    9,418
    
    
    $
    24
    
    
    
    0.3
    %As a percent of total revenues
    
    
    2.1
    %
    
    
    1.6
    %
  Net Income and EBITDA
    26




---



##### Table of Contents



Three Months EndedMarch 28,
    
    
    March 29,(Dollars in thousands)
    
    2009
    
    
    2008Net income
    
    $
    114,866
    
    
    $
    94,523Add:Provision for income taxes
    
    
    886
    
    
    
    434Interest expense, net
    
    
    9,442
    
    
    
    9,418Depreciation and amortization
    
    
    7,131
    
    
    
    7,107EBITDA
    
    
    132,325
    
    
    
    111,482Add (subtract):Provision for income taxes  current
    
    
    (426
    )
    
    
    (190
    )Interest expense, net
    
    
    (9,442
    )
    
    
    (9,418
    )Compensation cost recognized under Restricted Unit Plan
    
    
    672
    
    
    
    753Gain on disposal of property, plant and equipment, net
    
    
    (393
    )
    
    
    (283
    )Changes in working capital and other assets and liabilities
    
    
    11,212
    
    
    
    (52,004
    )Net cash provided by operating activities
    
    $
    133,948
    
    
    $
    50,340
 Six Months Ended March 28, 2009 Compared to Six Months Ended March 29, 2008
  Revenues
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Decrease
    
    
    DecreaseRevenuesPropane
    
    $
    610,821
    
    
    $
    729,701
    
    
    $
    (118,880
    )
    
    
    (16.3
    %)Fuel oil and refined fuels
    
    
    119,329
    
    
    
    192,347
    
    
    
    (73,018
    )
    
    
    (38.0
    %)Natural gas and electricity
    
    
    54,374
    
    
    
    62,186
    
    
    
    (7,812
    )
    
    
    (12.6
    %)Services
    
    
    22,253
    
    
    
    25,568
    
    
    
    (3,315
    )
    
    
    (13.0
    %)All other
    
    
    1,763
    
    
    
    2,404
    
    
    
    (641
    )
    
    
    (26.7
    %)Total revenues
    
    $
    808,540
    
    
    $
    1,012,206
    
    
    $
    (203,666
    )
    
    
    (20.1
    %)
   27




---



##### Table of Contents



Cost of Products Sold
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Decrease
    
    
    DecreaseCost of products soldPropane
    
    $
    259,086
    
    
    $
    440,133
    
    
    $
    (181,047
    )
    
    
    (41.1
    %)Fuel oil and refined fuels
    
    
    75,517
    
    
    
    158,676
    
    
    
    (83,159
    )
    
    
    (52.4
    %)Natural gas and electricity
    
    
    41,848
    
    
    
    51,491
    
    
    
    (9,643
    )
    
    
    (18.7
    %)Services
    
    
    5,374
    
    
    
    7,177
    
    
    
    (1,803
    )
    
    
    (25.1
    %)All other
    
    
    664
    
    
    
    995
    
    
    
    (331
    )
    
    
    (33.3
    %)Total cost of products sold
    
    $
    382,489
    
    
    $
    658,472
    
    
    $
    (275,983
    )
    
    
    (41.9
    %)As a percent of total revenues
    
    
    47.3
    %
    
    
    65.1
    %
   28




---



##### Table of Contents



Operating Expenses
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseOperating expenses
    
    $
    163,911
    
    
    $
    159,040
    
    
    $
    4,871
    
    
    
    3.1
    %As a percent of total revenues
    
    
    20.3
    %
    
    
    15.7
    %
   29




---



##### Table of Contents



General and Administrative Expenses
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseGeneral and administrative
expenses
    
    $
    32,563
    
    
    $
    24,364
    
    
    $
    8,199
    
    
    
    33.7
    %As a percent of total revenues
    
    
    4.0
    %
    
    
    2.4
    %
  Depreciation and Amortization
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Decrease
    
    
    DecreaseDepreciation and amortization
    
    $
    14,154
    
    
    $
    14,166
    
    
    $
    (12
    )
    
    
    (0.1
    %)As a percent of total revenues
    
    
    1.8
    %
    
    
    1.4
    %
  Interest Expense, net
 Six Months EndedMarch 28,
    
    
    March 29,
    
    
    
    
    
    
    Percent(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    IncreaseInterest expense, net
    
    $
    18,845
    
    
    $
    17,806
    
    
    $
    1,039
    
    
    
    5.8
    %As a percent of total revenues
    
    
    2.3
    %
    
    
    1.8
    %
  Discontinued Operations
   30




---



##### Table of Contents



Net Income and EBITDA
   Six Months EndedMarch 28,
    
    
    March 29,(Dollars in thousands)
    
    2009
    
    
    2008Net income
    
    $
    195,554
    
    
    $
    179,952Add:Provision for income taxes
    
    
    1,024
    
    
    
    2,113Interest expense, net
    
    
    18,845
    
    
    
    17,806Depreciation and amortization
    
    
    14,154
    
    
    
    14,166EBITDA
    
    
    229,577
    
    
    
    214,037Add (subtract):Provision for income taxes  current
    
    
    (564
    )
    
    
    (592
    )Interest expense, net
    
    
    (18,845
    )
    
    
    (17,806
    )Compensation cost recognized under Restricted Unit Plan
    
    
    1,241
    
    
    
    686Gain on disposal of property, plant and equipment, net
    
    
    (623
    )
    
    
    (1,712
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    (43,707
    )Changes in working capital and other assets and liabilities
    
    
    (51,834
    )
    
    
    (142,519
    )Net cash provided by operating activities
    
    $
    158,952
    
    
    $
    8,387
 Liquidity and Capital Resources
 Analysis of Cash Flows
 Operating Activities.
 Investing Activities.
  31




---



##### Table of Contents



Financing Activities.
 Summary of Long-Term Debt Obligations and Revolving Credit Lines
      32




---



##### Table of Contents



Partnership Distributions
   Other Commitments
   Off-Balance Sheet Arrangements
 Guarantees
   33




---



##### Table of Contents



Recently Issued Accounting Standards
    34




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Commodity Price Risk
    Market Risk
   35




---



##### Table of Contents



Credit Risk
  Interest Rate Risk
  Derivative Instruments and Hedging Activities
    36




---



##### Table of Contents



Sensitivity Analysis
  A.
    
    The fair value of open positions as of March 28, 2009 for each of the future
periods.
 B.
    
    The estimated forward market prices as of March 28, 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.
   37




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
     38




---



##### Table of Contents



PART II
 
 ITEM 6. EXHIBITS
  10.1
    
    
    Amended and Restated Employment Agreement dated as of February 25,
2009 between the Operating Partnership and Mr. Alexander.10.2
    
    
    Amended and Restated Employment Agreement dated as of January 20,
2009 between the Operating Partnership and Mr. Dunn.31.1
    
    
    Certification of the Chief Executive Officer Pursuant to Section 202
of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer and Chief Accounting
Officer Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer and Chief Accounting
Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  39




---



##### Table of Contents



SIGNATURES
  SUBURBAN PROPANE PARTNERS, L.P.Date: May 7, 2009
    
    By:
    
    /s/ MICHAEL A. STIVALA

Michael A. StivalaChief Financial Officer and Chief Accounting OfficerDate: May 7, 2009
    
    By:
    
    /s/ MICHAEL A. KUGLIN

Michael A. KuglinController
  40




---



##### Table of Contents



EXHIBIT INDEX
 10.1
    
    
    Amended and Restated Employment Agreement dated as of February 25,
2009 between the Operating Partnership and Mr. Alexander.10.2
    
    
    Amended and Restated Employment Agreement dated as of January 20,
2009 between the Operating Partnership and Mr. Dunn.31.1
    
    
    Certification of the Chief Executive Officer Pursuant to Section 202
of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer and Chief Accounting
Officer Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer and Chief Accounting
Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  41