Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~May 3,~~August 2, 2021, there were ~~62,529,235~~62,537,787 Common Units of Suburban Propane Partners, L.P. outstanding.

This Quarterly Report on Form 10-Q contains forward-looking statements (“Forward-Looking Statements”) as defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to future business expectations and predictions and financial condition and results of operations of Suburban Propane Partners, L.P. (the “Partnership”). Some of these statements can be identified by the use of forward-looking terminology such as “prospects,” “outlook,” “believes,” “estimates,” “intends,” “may,” “will,” “should,” “could,” “anticipates,” “expects” or “plans” or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements involve certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this Quarterly Report identifying such risks and uncertainties are referred to as “Cautionary Statements”). The risks and uncertainties that could impact the Partnership’s results include, but are not limited to, the following risks:

Some of these Forward-Looking Statements are discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Reference is also made to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 26, 2020. On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the SEC, press releases or oral statements made by or with the approval of one of the Partnership’s authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement, except as required by law. All subsequent written and oral Forward-Looking Statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Quarterly Report and in future SEC reports.

	March 27,			September 26,			June 26,			September 26,
	2021			2020			2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	6,729		$	3,140		$	6,005		$	3,140
Accounts receivable, less allowance for doubtful accounts of $4,482 and $4,473, respectively		145,442			55,441
Accounts receivable, less allowance for doubtful accounts of $4,232 and $4,473, respectively								74,714			55,441
Inventories		57,020			46,869			50,971			46,869
Other current assets		20,652			10,508			28,388			10,508
Total current assets		229,843			115,958			160,078			115,958
Property, plant and equipment, net		584,529			597,454			577,836			597,454
Operating lease right-of-use assets		123,985			119,594			131,602			119,594
Goodwill		1,107,026			1,103,781			1,107,026			1,103,781
Other intangible assets, net		58,923			84,140			44,935			84,140
Other assets		24,428			26,326			25,285			26,326
Total assets	$	2,128,734		$	2,047,253		$	2,046,762		$	2,047,253
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	62,495		$	31,985		$	35,776		$	31,985
Accrued employment and benefit costs		32,832			35,214			33,217			35,214
Customer deposits and advances		54,493			104,427			75,816			104,427
Operating lease liabilities		28,094			26,436			30,676			26,436
Other current liabilities		59,595			46,454			54,410			46,454
Total current liabilities		237,509			244,516			229,895			244,516
Long-term borrowings		1,172,786			1,210,176			1,137,111			1,210,176
Accrued insurance		52,728			57,542			51,406			57,542
Operating lease liabilities		95,344			92,668			100,281			92,668
Other liabilities		75,019			79,970			74,194			79,970
Total liabilities		1,633,386			1,684,872			1,592,887			1,684,872
Commitments and contingencies
Partners’ capital:
Common Unitholders (62,529 and 62,146 units issued and outstanding at March 27, 2021 and September 26, 2020, respectively)		519,368			388,157
Common Unitholders (62,529 and 62,146 units issued and outstanding at June 26, 2021 and September 26, 2020, respectively)								477,160			388,157
Accumulated other comprehensive loss		(24,020	)		(25,776	)		(23,285	)		(25,776	)
Total partners’ capital		495,348			362,381			453,875			362,381
Total liabilities and partners’ capital	$	2,128,734		$	2,047,253		$	2,046,762		$	2,047,253

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended				Three Months Ended
	March 27,		March 28,		June 26,			June 27,
	2021		2020		2021			2020
Revenues
Propane	$	481,328	$	347,686	$	208,689		$	179,049
Fuel oil and refined fuels		32,011		31,502		11,314			11,702
Natural gas and electricity		10,750		10,198		5,835			6,099
All other		13,149		11,669		12,247			10,056
		537,238		401,055		238,085			206,906
Costs and expenses
Cost of products sold		231,567		150,118		83,056			59,689
Operating		109,188		110,588		102,016			96,086
General and administrative		21,980		13,436		17,756			17,098
Depreciation and amortization		27,346		29,288		27,254			29,153
		390,081		303,430		230,082			202,026
Operating income		147,157		97,625		8,003			4,880
Loss on debt extinguishment		0		109		16,029			0
Interest expense, net		18,092		19,176		16,737			18,474
Other, net		1,582		979		1,085			1,878
Income before provision for income taxes		127,483		77,361
(Loss) before provision for income taxes						(25,848	)		(15,472	)
Provision for income taxes		267		0		173			106
Net income	$	127,216	$	77,361
Net income per Common Unit - basic	$	2.03	$	1.24
Net (loss)					$	(26,021	)	$	(15,578	)
Net (loss) per Common Unit - basic					$	(0.41	)	$	(0.25	)
Weighted average number of Common Units outstanding - basic		62,744		62,325		62,755			62,345
Net income per Common Unit - diluted	$	2.02	$	1.23
Net (loss) per Common Unit - diluted					$	(0.41	)	$	(0.25	)
Weighted average number of Common Units outstanding - diluted		63,088		62,668		62,755			62,345

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Six Months Ended					Nine Months Ended
	March 27,		March 28,			June 26,		June 27,
	2021		2020			2021		2020
Revenues
Propane	$	749,952	$	633,111		$	958,641	$	812,160
Fuel oil and refined fuels		47,761		57,393			59,075		69,095
Natural gas and electricity		17,626		18,919			23,461		25,018
All other		27,090		25,510			39,337		35,566
		842,429		734,933			1,080,514		941,839
Costs and expenses
Cost of products sold		334,946		268,718			418,002		328,407
Operating		207,167		217,464			309,183		313,550
General and administrative		40,110		32,710			57,866		49,808
Depreciation and amortization		55,363		58,562			82,617		87,715
		637,586		577,454			867,668		779,480
Operating income		204,843		157,479			212,846		162,359
Loss on debt extinguishment		0		109			16,029		109
Interest expense, net		36,227		38,248			52,964		56,722
Other, net		2,660		1,957			3,745		3,835
Income before provision for (benefit from) income taxes		165,956		117,165			140,108		101,693
Provision for (benefit from) income taxes		763		(359	)		936		(253	)
Net income	$	165,193	$	117,524		$	139,172	$	101,946
Net income per Common Unit - basic	$	2.64	$	1.89		$	2.22	$	1.64
Weighted average number of Common Units outstanding - basic		62,643		62,239			62,685		62,248
Net income per Common Unit - diluted	$	2.62	$	1.88		$	2.20	$	1.63
Weighted average number of Common Units outstanding - diluted		62,971		62,578			63,150		62,628

The accompanying notes are an integral part of these condensed consolidated financial statements.

Three Months Ended

Six Months Ended

March 27,

March 28,

March 27,

March 28,

2021

2020

2021

2020

Net income

$
127,216

$
77,361

$
165,193

$
117,524

Amortization of net actuarial losses and prior service
credits into earnings

593

541

1,186

1,082

Recognition in earnings of net actuarial loss for pension settlement

570

—

570

—

Other comprehensive income

1,163

541

1,756

1,082

Total comprehensive income

$
128,379

$
77,902

$
166,949

$
118,606

	Three Months Ended						Nine Months Ended
	June 26,			June 27,			June 26,		June 27,
	2021			2020			2021		2020
Net (loss) income	$	(26,021	)	$	(15,578	)	$	139,172	$	101,946
Other comprehensive income:
Amortization of net actuarial losses and prior service credits into earnings		593			541			1,779		1,623
Recognition in earnings of net actuarial loss for pension settlement		142			900			712		900
Other comprehensive income		735			1,441			2,491		2,523
Total comprehensive (loss) income	$	(25,286	)	$	(14,137	)	$	141,663	$	104,469

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Six Months Ended						Nine Months Ended
	March 27,			March 28,			June 26,			June 27,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income	$	165,193		$	117,524		$	139,172		$	101,946
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		55,363			58,562			82,617			87,715
Pension settlement charge		570			0			712			900
Loss on debt extinguishment		0			109			16,029			109
Compensation costs recognized under Restricted Unit Plans		4,953			4,822			7,524			7,084
Other, net		1,825			681			2,749			1,012
Changes in assets and liabilities:
Accounts receivable		(89,984	)		(53,708	)		(19,256	)		(5,518	)
Inventories		(10,015	)		2,405			(3,966	)		3,285
Other current and noncurrent assets		(12,800	)		(20,802	)		(27,483	)		(10,362	)
Accounts payable		30,929			16,675			4,167			(1,186	)
Accrued employment and benefit costs		(2,382	)		(7,934	)		(1,997	)		(7,731	)
Customer deposits and advances		(49,934	)		(40,298	)		(28,611	)		(23,839	)
Contributions to defined benefit pension plan		(3,690	)		(2,030	)		(5,255	)		(2,030	)
Other current and noncurrent liabilities		11,801			15,313			14,375			17,599
Net cash provided by operating activities		101,829			91,319			180,777			168,984
Cash flows from investing activities:
Capital expenditures		(14,271	)		(20,484	)		(21,759	)		(26,115	)
Investment in and acquisition of businesses		(6,441	)		(21,471	)		(8,316	)		(21,971	)
Proceeds from sale of property, plant and equipment		1,407			1,849			2,267			2,515
Net cash (used in) investing activities		(19,305	)		(40,106	)		(27,808	)		(45,571	)
Cash flows from financing activities:
Proceeds from long-term borrowings								650,000			0
Repayments of long-term borrowings								(786,333	)		0
Proceeds from borrowings under revolving credit facility		172,400			405,700			385,501			447,300
Repayments of borrowings under revolving credit facility		(210,800	)		(374,100	)		(328,721	)		(451,100	)
Issuance costs associated with long-term borrowings		0			(2,665	)		(10,778	)		(2,665	)
Partnership distributions		(37,401	)		(74,283	)		(56,159	)		(111,562	)
Other, net		(3,134	)		(3,111	)		(3,614	)		(3,641	)
Net cash (used in) financing activities		(78,935	)		(48,459	)		(150,104	)		(121,668	)
Net increase in cash and cash equivalents		3,589			2,754			2,865			1,745
Cash and cash equivalents at beginning of period		3,140			2,441			3,140			2,441
Cash and cash equivalents at end of period	$	6,729		$	5,195		$	6,005		$	4,186

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended March 27, 2021											Three Months Ended June 26, 2021
						Accumulated											Accumulated
						Other			Total								Other			Total
	Number of		Common			Comprehensive			Partners’			Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital			Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,522	$	408,345		$	(25,183	)	$	383,162			62,529	$	519,368		$	(24,020	)	$	495,348
Net income				127,216						127,216
Net (loss)															(26,021	)					(26,021	)
Other comprehensive income							593			593								593			593
Partnership distributions				(18,757	)					(18,757	)				(18,758	)					(18,758	)
Common Units issued under Restricted Unit Plans		7		(31	)					(31	)		0		—						—
Recognition in earnings of net actuarial loss for pension settlement							570			570								142			142
Compensation costs recognized under Restricted Unit Plans				2,595						2,595					2,571						2,571
Balance, end of period		62,529	$	519,368		$	(24,020	)	$	495,348			62,529	$	477,160		$	(23,285	)	$	453,875

	Three Months Ended March 28, 2020											Three Months Ended June 27, 2020
						Accumulated											Accumulated
						Other			Total								Other			Total
	Number of		Common			Comprehensive			Partners’			Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital			Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,070	$	454,079		$	(25,645	)	$	428,434			62,073	$	496,426		$	(25,104	)	$	471,322
Net income				77,361						77,361
Net (loss)															(15,578	)					(15,578	)
Other comprehensive income							541			541								541			541
Partnership distributions				(37,242	)					(37,242	)				(37,279	)					(37,279	)
Common Units issued under Restricted Unit Plans		3		(32	)					(32	)		60		0						0
Recognition in earnings of net actuarial loss for pension settlement																		900			900
Compensation costs recognized under Restricted Unit Plans				2,260						2,260					2,262						2,262
Balance, end of period		62,073	$	496,426		$	(25,104	)	$	471,322			62,133	$	445,831		$	(23,663	)	$	422,168

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Six Months Ended March 27, 2021											Nine Months Ended June 26, 2021
						Accumulated											Accumulated
						Other			Total								Other			Total
	Number of		Common			Comprehensive			Partners’			Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital			Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,146	$	388,157		$	(25,776	)	$	362,381			62,146	$	388,157		$	(25,776	)	$	362,381
Net income				165,193						165,193					139,172						139,172
Other comprehensive income							1,186			1,186								1,779			1,779
Partnership distributions				(37,401	)					(37,401	)				(56,159	)					(56,159	)
Common Units issued under Restricted Unit Plans		383		(1,534	)					(1,534	)		383		(1,534	)					(1,534	)
Recognition in earnings of net actuarial loss for pension settlement							570			570								712			712
Compensation costs recognized under Restricted Unit Plans				4,953						4,953					7,524						7,524
Balance, end of period		62,529	$	519,368		$	(24,020	)	$	495,348			62,529	$	477,160		$	(23,285	)	$	453,875

	Six Months Ended March 28, 2020											Nine Months Ended June 27, 2020
						Accumulated											Accumulated
						Other			Total								Other			Total
	Number of		Common			Comprehensive			Partners’			Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital			Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		61,735	$	450,124		$	(26,186	)	$	423,938			61,735	$	450,124		$	(26,186	)	$	423,938
Net income				117,524						117,524					101,946						101,946
Other comprehensive income							1,082			1,082								1,623			1,623
Partnership distributions				(74,283	)					(74,283	)				(111,562	)					(111,562	)
Common Units issued under Restricted Unit Plans		338		(1,761	)					(1,761	)		398		(1,761	)					(1,761	)
Recognition in earnings of net actuarial loss for pension settlement																		900			900
Compensation costs recognized under Restricted Unit Plans				4,822						4,822					7,084						7,084
Balance, end of period		62,073	$	496,426		$	(25,104	)	$	471,322			62,133	$	445,831		$	(23,663	)	$	422,168

The accompanying notes are an integral part of these condensed consolidated financial statements.

Suburban Propane Partners, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership principally engaged, through its operating partnership and subsidiaries, in the retail marketing and distribution of propane, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets. In addition, to complement its core marketing and distribution businesses, the Partnership services a wide variety of home comfort equipment, particularly for heating and ventilation. The publicly traded limited partner interests in the Partnership are evidenced by common units traded on the New York Stock Exchange (“Common Units”), with 62,529,235 Common Units outstanding at ~~March 27,~~June 26, 2021. The holders of Common Units are entitled to participate in distributions and exercise the rights and privileges available to limited partners under the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), as amended. Rights and privileges under the Partnership Agreement include, among other things, the election of all members of the Board of Supervisors and voting on the removal of the general partner.

Suburban Propane, L.P. (the “Operating Partnership”), a Delaware limited partnership, is the Partnership’s operating subsidiary formed to operate the propane business and assets. In addition, Suburban Sales & Service, Inc. (the “Service Company”), a subsidiary of the Operating Partnership, was formed to operate the service work and appliance and parts businesses of the Partnership. The Operating Partnership, together with its direct and indirect subsidiaries, accounts for substantially all of the Partnership’s assets, revenues and earnings. The Partnership, the Operating Partnership and the Service Company commenced operations in March 1996 in connection with the Partnership’s initial public offering.

The general partner of both the Partnership and the Operating Partnership is Suburban Energy Services Group LLC (the “General Partner”), a Delaware limited liability company, the sole member of which is the Partnership’s Chief Executive Officer. Other than as a holder of 784 Common Units that will remain in the General Partner, the General Partner does not have any economic interest in the Partnership or the Operating Partnership.

The Partnership’s fuel oil and refined fuels, natural gas and electricity and services businesses are structured as either limited liability companies that are treated as corporations or corporate entities (collectively referred to as the “Corporate Entities”) and, as such, are subject to corporate level U.S. income tax.

Suburban Energy Finance Corp., a direct 100%-owned subsidiary of the Partnership, was formed on November 26, 2003 to serve as co-issuer, jointly and severally with the Partnership, of the Partnership’s senior notes.

Principles of Consolidation. The condensed consolidated financial statements include the accounts of the Partnership, the Operating Partnership and all of its direct and indirect subsidiaries. All significant intercompany transactions and account balances have been eliminated. The Partnership consolidates the results of operations, financial condition and cash flows of the Operating Partnership as a result of the Partnership’s 100% limited partner interest in the Operating Partnership.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). They include all adjustments that the Partnership considers necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed. These financial statements should be read in conjunction with the financial statements included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020. Due to the seasonal nature of the Partnership’s operations, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

Fiscal Period. The Partnership uses a 52/53 week fiscal year which ends on the last Saturday in September. The Partnership’s fiscal quarters are generally 13 weeks in duration. When the Partnership’s fiscal year is 53 weeks long, the corresponding fourth quarter is 14 weeks in duration.

Revenue Recognition. Revenue is recognized by the Partnership when goods or services promised in a contract with a customer have been transferred, and no further performance obligation on that transfer is required, in an amount that reflects the consideration expected to be received. Performance obligations are determined and evaluated based on the specific terms of the arrangements and the distinct products and services offered. Due to the nature of the retail business of the Partnership, there are 0 remaining or unsatisfied performance obligations as of the end of the reporting period, except for tank rental agreements, maintenance service contracts, fixed price contracts and budgetary programs, as described below. The performance obligation associated with sales of propane, fuel oil and refined fuels is met at the time product is delivered to the customer. Revenue from the sale of appliances and equipment is recognized at the time of sale or when installation is complete, as defined by the performance obligations included within the related customer contract. Revenue from repairs, maintenance and other service activities is recognized upon completion of the service. Revenue from the sale of natural gas and electricity is recognized based on customer usage as determined by meter readings for amounts delivered, an immaterial amount of which may be unbilled at the end of each accounting period.

The Partnership defers the recognition of revenue for annually billed tank rent, maintenance service contracts, fixed price contracts and budgetary programs where customer consideration is received at the start of the contract period, establishing contract liabilities which are disclosed as customer deposits and advances on the condensed consolidated balance sheets. Deliveries to customers enrolled in budgetary programs that exceed billings to those customers establish contract assets which are included in accounts receivable on the condensed consolidated balance sheets. The Partnership ratably recognizes revenue over the applicable term for tank rent and maintenance service agreements, which is generally one year, and at the time of delivery for fixed price contracts and budgetary programs.

The Partnership incurs incremental direct costs, such as commissions to its salesforce, to obtain certain contracts. These costs are expensed as incurred, consistent with the practical expedients issued by the FASB, since the expected amortization period is one year or less. The Partnership generally determines selling prices based on, among other things, the current weighted average cost and the current replacement cost of the product at the time of delivery, plus an applicable margin. Except for tank rental agreements, maintenance service contracts, fixed price contracts and budgetary programs, customer payments for the satisfaction of a performance obligation are due upon receipt.

Fair Value Measurements. The Partnership measures certain of its assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants – in either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability.

The common framework for measuring fair value utilizes a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

Business Combinations. The Partnership accounts for business combinations using the acquisition method and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the Partnership, and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. Identifiable intangible assets with finite lives are amortized over their useful lives. The results of operations of acquired businesses are included in the condensed consolidated financial statements from the acquisition date. The Partnership expenses all acquisition-related costs as incurred.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been made by management in the areas of self-insurance and litigation reserves, pension and other postretirement benefit liabilities and costs, valuation of derivative instruments, depreciation and amortization of long-lived assets, asset impairment assessments, tax valuation allowances, allowances for doubtful accounts, and purchase price allocation for acquired businesses. The Partnership uses Society of Actuaries life expectancy information when developing the annual mortality assumptions for the pension and postretirement benefit plans, which are used to measure net periodic benefit costs and the obligation under these plans. Actual results could differ from those estimates, making it reasonably possible that a material change in these estimates could occur in the near term.

Recently Adopted Accounting Pronouncements. On the first day of fiscal 2021, the Partnership adopted the guidance under Accounting Standards Update (“ASU”) ASU 2017-04 “Simplifying the Test for Goodwill Impairment” (“Topic 350”). This update eliminated the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. In testing goodwill for impairment, an entity may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit to its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The initial adoption of Topic 350 did not have an impact on the Partnership’s condensed consolidated financial statements.

On the first day of fiscal 2021, the Partnership adopted the guidance under ASU 2016-13 “Financial Instruments - Measurement of Credit Losses on Financial Instruments” (“Topic 326”), including the related amendments thereto. The new guidance introduced an approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The Partnership adopted the guidance under Topic 326 using a modified retrospective transition approach for all financial instruments existing at, or entered into after, the date of initial application. The adoption of Topic 326 did not have a material impact on the Partnership’s condensed consolidated financial statements.

The following table disaggregates revenue for each customer type. See Note 18, “Segment Information” for more information on segment reporting wherein it is disclosed that the Partnership’s Propane, Fuel Oil and Refined Fuels and Natural Gas and Electricity reportable segments generated approximately 89%, 6% and 2%, respectively, of the Partnership’s revenue from its reportable segments for all periods presented. The propane segment contributes the majority of the Partnership’s revenue and the concentration of revenue by customer type for the propane segment is not materially different from the consolidated revenue.

	Three Months Ended				Three Months Ended
	March 27,		March 28,		June 26,		June 27,
	2021		2020		2021		2020
Retail
Residential	$	310,930	$	248,601	$	120,186	$	123,157
Commercial		128,886		95,328		76,215		53,502
Industrial		35,447		28,655		25,270		18,254
Agricultural		13,571		10,673		6,181		5,317
Government		23,572		17,787		9,289		6,659
Wholesale		24,832		12		944		17
Total revenues	$	537,238	$	401,055	$	238,085	$	206,906

	Six Months Ended				Nine Months Ended
	March 27,		March 28,		June 26,		June 27,
	2021		2020		2021		2020
Retail
Residential	$	485,641	$	445,487	$	605,827	$	568,644
Commercial		208,326		178,663		284,541		232,165
Industrial		61,242		55,254		86,512		73,508
Agricultural		24,709		23,568		30,890		28,885
Government		35,472		31,935		44,761		38,594
Wholesale		27,039		26		27,983		43
Total revenues	$	842,429	$	734,933	$	1,080,514	$	941,839

The Partnership recognized ~~$32,538~~$7,194 and ~~$64,957~~$72,151 of revenue during the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021, respectively, and ~~$24,920~~$8,725 and ~~$57,596~~$66,321 during the three and ~~six~~nine months ended ~~March 28,~~June 27, 2020, respectively, for annually billed tank rent, maintenance service contracts, fixed price contracts and budgetary programs where customer consideration was received at the start of the contract period, and which was included in contract liabilities as of the beginning of each respective period. Contract assets of ~~$21,186~~$12,987 and $4,700 relating to deliveries to customers enrolled in budgetary programs that exceeded billings to those customers were included in accounts receivable as of ~~March 27,~~June 26, 2021 and September 26, 2020, respectively.

On November 12, 2020, the Operating Partnership acquired the propane assets and operations of a propane retailer headquartered in North Carolina for $7,685, including $1,250 for non-compete consideration, plus working capital acquired. As of ~~March 27,~~June 26, 2021, ~~$5,453~~$6,588 was paid and the remainder of the purchase price will be funded in accordance with the terms of the asset purchase and non-compete agreements. This acquisition was consummated pursuant to the Partnership’s strategic growth initiatives. The purchase price allocation and results of operations of the acquired business was not material to the Partnership’s condensed consolidated financial position and statement of operations.

On September 17, 2020, the Operating Partnership purchased a 39% equity stake in Oberon Fuels, Inc. (“Oberon”) based in San Diego, California and also purchased a secured convertible note issued by Oberon. Oberon, a development-stage producer of low carbon, renewable dimethyl ether (“rDME”) transportation fuel, is focused on the research and development of practical and affordable pathways to zero-emission transportation through its proprietary production process. These investments were made in line with the Partnership’s Go Green with Suburban Propane corporate pillar, which focuses on innovative solutions to reduce greenhouse gas emissions. The equity investment in Oberon is being accounted for under the equity method of accounting.

During the first ~~quarter~~and third quarters of fiscal 2021, the Operating Partnership purchased an additional secured convertible ~~note~~notes issued by Oberon as they reached certain development milestones as stated in the agreement.

Cash and Cash Equivalents. The Partnership considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments.

Commodity Price Risk. Given the retail nature of its operations, the Partnership maintains a certain level of priced physical inventory to help ensure its field operations have adequate supply commensurate with the time of year. The Partnership’s strategy is to keep its physical inventory priced relatively close to market for its field operations. The Partnership enters into a combination of exchange-traded futures and option contracts and, in certain instances, over-the-counter options and swap contracts (collectively, “derivative instruments”) to hedge price risk associated with propane and fuel oil physical inventories, as well as future purchases of propane or fuel oil used in its operations and to help ensure adequate supply during periods of high demand. In addition, the Partnership sells propane and fuel oil to customers at fixed prices, and enters into derivative instruments to hedge a portion of its exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. Under this risk management strategy, realized gains or losses on derivative instruments will typically offset losses or gains on the physical inventory once the product is sold or delivered as it pertains to fixed price contracts. All of the Partnership’s derivative instruments are reported on the condensed consolidated balance sheet at their fair values. In addition, in the course of normal operations, the Partnership routinely enters into contracts such as

forward priced physical contracts for the purchase or sale of propane and fuel oil that qualify for and are designated as normal purchase or normal sale contracts. Such contracts are exempted from the fair value accounting requirements and are accounted for at

the time product is purchased or sold under the related contract. The Partnership does not use derivative instruments for speculative trading purposes. Market risks associated with derivative instruments are monitored daily for compliance with the Partnership’s Hedging and Risk Management Policy which includes volume limits for open positions. Priced on-hand inventory is also reviewed and managed daily as to exposures to changing market prices.

On the date that derivative instruments are entered into, other than those designated as normal purchases or normal sales, the Partnership makes a determination as to whether the derivative instrument qualifies for designation as a hedge. Changes in the fair value of derivative instruments are recorded each period in current period earnings or other comprehensive income (“OCI”), depending on whether the derivative instrument is designated as a hedge and, if so, the type of hedge. For derivative instruments designated as cash flow hedges, the Partnership formally assesses, both at the hedge contract’s inception and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows of hedged items. Changes in the fair value of derivative instruments designated as cash flow hedges are reported in OCI to the extent effective and reclassified into earnings during the same period in which the hedged item affects earnings. The mark-to-market gains or losses on ineffective portions of cash flow hedges are recognized in earnings immediately. Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded within earnings as they occur. Cash flows associated with derivative instruments are reported as operating activities within the condensed consolidated statement of cash flows.

Interest Rate Risk. A portion of the Partnership’s borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, LIBOR plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, or LIBOR plus 1%, plus the applicable margin. The applicable margin is dependent on the level of the Partnership’s total leverage (the ratio of total debt to income before deducting interest expense, income taxes, depreciation and amortization (“EBITDA”)). Therefore, the Partnership is subject to interest rate risk on the variable component of the interest rate. From time to time, the Partnership manages part of its variable interest rate risk by entering into interest rate swap agreements. The Partnership did not enter into any interest rate swap agreements during the first ~~half~~nine months of fiscal 2021 or in fiscal 2020.

Valuation of Derivative Instruments. The Partnership measures the fair value of its exchange-traded options and futures contracts using quoted market prices found on the New York Mercantile Exchange (the “NYMEX”) (Level 1 inputs); the fair value of its swap contracts using quoted forward prices, and the fair value of its interest rate swaps using model-derived valuations driven by observable projected movements of the 3-month LIBOR (Level 2 inputs); and the fair value of its over-the-counter options contracts using Level 3 inputs. The Partnership’s over-the-counter options contracts are valued based on an internal option model. The inputs utilized in the model are based on publicly available information as well as broker quotes. The significant unobservable inputs used in the fair value measurements of the Partnership’s over-the-counter options contracts are interest rate and market volatility.

The following summarizes the fair value of the Partnership’s derivative instruments and their location in the condensed consolidated balance sheets as of ~~March 27,~~June 26, 2021 and September 26, 2020, respectively:

	As of March 27, 2021			As of September 26, 2020			As of June 26, 2021			As of September 26, 2020
Asset Derivatives	Location	Fair Value		Location	Fair Value		Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity-related derivatives	Other current assets	$	11,490	Other current assets	$	1,066	Other current assets	$	26,076	Other current assets	$	1,066
	Other assets		44	Other assets		461	Other assets		532	Other assets		461
		$	11,534		$	1,527		$	26,608		$	1,527

Liability Derivatives	Location	Fair Value		Location	Fair Value		Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity-related derivatives	Other current liabilities	$	4,440	Other current liabilities	$	2,684	Other current liabilities	$	6,049	Other current liabilities	$	2,684
	Other liabilities		0	Other liabilities		0	Other liabilities		1,013	Other liabilities		0
		$	4,440		$	2,684		$	7,062		$	2,684

The following summarizes the reconciliation of the beginning and ending balances of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs:

	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)									Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
	Six Months Ended				Six Months Ended					Nine Months Ended				Nine Months Ended
	March 27, 2021				March 28, 2020					June 26, 2021				June 27, 2020
	Assets		Liabilities		Assets			Liabilities		Assets		Liabilities		Assets			Liabilities
Beginning balance of over-the-counter options	$	0	$	0	$	419		$	0	$	0	$	0	$	419		$	0
Beginning balance realized during the period		0		0		(387	)		0		0		0		(419	)		0
Contracts purchased during the period		750		0		0			0		2,675		182		0			0
Change in the fair value of outstanding contracts		0		0		(32	)		0		0		0		0			0
Ending balance of over-the-counter options	$	750	$	0	$	0		$	0	$	2,675	$	182	$	0		$	0

As of ~~March 27,~~June 26, 2021 and September 26, 2020, the Partnership’s outstanding commodity-related derivatives had a weighted average maturity of approximately ~~four~~five and six months, respectively.

The effect of the Partnership’s derivative instruments on the condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020 are as follows:

Three Months Ended March 27, 2021

Three Months Ended March 28, 2020

Three Months Ended June 26, 2021

Three Months Ended June 27, 2020

Derivatives Not Designated

as Hedging Instruments

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Location

Amount

Location

Amount

Location

Amount

Location

Amount

Commodity-related derivatives

Cost of products sold

1,638

Cost of products sold

(4,714

)

Cost of products sold

11,139

Cost of products sold

861

Six Months Ended March 27, 2021

Six Months Ended March 28, 2020

Nine Months Ended June 26, 2021

Nine Months Ended June 27, 2020

Derivatives Not Designated

as Hedging Instruments

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Unrealized Gains (Losses)

Recognized in Income

Location

Amount

Location

Amount

Location

Amount

Location

Amount

Commodity-related derivatives

Cost of products sold

6,493

Cost of products sold

(1,938

)

Cost of products sold

17,632

Cost of products sold

(1,077

)

The following table presents the fair value of the Partnership’s recognized derivative assets and liabilities on a gross basis and amounts offset on the condensed consolidated balance sheets subject to enforceable master netting arrangements or similar agreements:

	As of March 27, 2021							As of September 26, 2020							As of June 26, 2021							As of September 26, 2020
						Net amounts							Net amounts							Net amounts							Net amounts
						presented in the							presented in the							presented in the							presented in the
	Gross amounts		Effects of netting			balance sheet		Gross amounts		Effects of netting			balance sheet		Gross amounts		Effects of netting			balance sheet		Gross amounts		Effects of netting			balance sheet
Asset Derivatives
Commodity-related derivatives	$	19,725	$	(8,191	)	$	11,534	$	6,836	$	(5,309	)	$	1,527	$	50,041	$	(23,433	)	$	26,608	$	6,836	$	(5,309	)	$	1,527
Liability Derivatives
Commodity-related derivatives	$	12,631	$	(8,191	)	$	4,440	$	7,993	$	(5,309	)	$	2,684	$	30,495	$	(23,433	)	$	7,062	$	7,993	$	(5,309	)	$	2,684

The Partnership had $00- and $4,718 posted cash collateral as of ~~March 27,~~June 26, 2021 and September 26, 2020, respectively, with its brokers for outstanding commodity-related derivatives.

Bank Debt and Senior Notes. The fair value of the borrowings under the Revolving Credit Facility (defined below in Note 10) approximates the carrying value since the interest rates are adjusted quarterly to reflect market conditions. Based upon quoted market prices (a Level 1 input), the fair value of the Senior Notes (also defined below in Note 10) of the Partnership are as follows:

	As of				As of
	March 27,		September 26,		June 26,		September 26,
	2021		2020		2021		2020
5.5% senior notes due June 1, 2024	$	535,500	$	531,563	$	0	$	531,563
5.75% senior notes due March 1, 2025		255,625		255,625		0		255,625
5.875% senior notes due March 1, 2027		364,350		360,063		369,250		360,063
5.0% senior notes due June 1, 2031						664,625		0
	$	1,155,475	$	1,147,251	$	1,033,875	$	1,147,251

Inventories are stated at the lower of cost or market. Cost is determined using a weighted average method for propane, fuel oil and refined fuels and natural gas, and a standard cost basis for appliances, which approximates average cost. Inventories consist of the following:

	As of				As of
	March 27,		September 26,		June 26,		September 26,
	2021		2020		2021		2020
Propane, fuel oil and refined fuels and natural gas	$	54,105	$	44,362	$	48,211	$	44,362
Appliances		2,915		2,507		2,760		2,507
	$	57,020	$	46,869	$	50,971	$	46,869

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis as of the end of fiscal July of each year, or when an event occurs or circumstances change that would indicate potential impairment.

The Partnership has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing an impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform an impairment test.

Under an impairment test, the Partnership assesses the carrying value of goodwill at a reporting unit level based on an estimate of the fair value of the respective reporting unit. Fair value of the reporting unit is estimated using discounted cash flow analyses taking into consideration estimated cash flows in a ten-year projection period and a terminal value calculation at the end of the projection period. If the fair value of the reporting unit exceeds its carrying value, the goodwill associated with the reporting unit is not considered to be impaired. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized to the extent that the carrying amount exceeds the fair value, up to the amount of goodwill allocated to the reporting unit.

The carrying values of goodwill assigned to the Partnership’s operating segments are as follows:

			Fuel oil and			Natural gas							Fuel oil and			Natural gas
	Propane		refined fuels			and electricity		Total			Propane		refined fuels			and electricity		Total
Balance as of September 26, 2020
Goodwill	$	1,091,443	$	10,900		$	7,900	$	1,110,243		$	1,091,443	$	10,900		$	7,900	$	1,110,243
Accumulated adjustments		0		(6,462	)		0		(6,462	)		0		(6,462	)		0		(6,462	)
	$	1,091,443	$	4,438		$	7,900	$	1,103,781		$	1,091,443	$	4,438		$	7,900	$	1,103,781

Fiscal 2021 Activity
Goodwill acquired (1)	$	3,245	$	0		$	0	$	3,245		$	3,245	$	0		$	0	$	3,245

Balance as of March 27, 2021
Balance as of June 26, 2021
Goodwill	$	1,094,688	$	10,900		$	7,900	$	1,113,488		$	1,094,688	$	10,900		$	7,900	$	1,113,488
Accumulated adjustments		0		(6,462	)		0		(6,462	)		0		(6,462	)		0		(6,462	)
	$	1,094,688	$	4,438		$	7,900	$	1,107,026		$	1,094,688	$	4,438		$	7,900	$	1,107,026

	As of						As of
	March 27,			September 26,			June 26,			September 26,
	2021			2020			2021			2020
Customer relationships (1)	$	519,374		$	517,676		$	519,374		$	517,676
Non-compete agreements (1)		38,940			37,690			38,940			37,690
Other		1,967			1,967			1,967			1,967
		560,281			557,333			560,281			557,333
Less: accumulated amortization
Customer relationships		(466,997	)		(439,507	)		(480,739	)		(439,507	)
Non-compete agreements		(32,783	)		(32,154	)		(33,006	)		(32,154	)
Other		(1,578	)		(1,532	)		(1,601	)		(1,532	)
		(501,358	)		(473,193	)		(515,346	)		(473,193	)
	$	58,923		$	84,140		$	44,935		$	84,140

The Partnership leases certain property, plant and equipment, including portions of its vehicle fleet, for various periods under noncancelable leases all of which were determined to be operating leases. The Partnership determines if an agreement contains a lease at inception based on the Partnership’s right to the economic benefits of the leased assets and its right to direct the use of the leased asset. Right-of-use assets represent the Partnership’s right to use an underlying asset, and right-of-use liabilities represent the Partnership’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit rate, the Partnership uses its estimated incremental borrowing rate based on the information available at the commencement date, adjusted for the lease term, to determine the present value of the lease payments. This rate is calculated based on a collateralized rate for the specific leasing activities of the Partnership.

Some leases include one or more options to renew at the Partnership’s discretion, with renewal terms that can extend the lease from one to fifteen additional years. The renewal options are included in the measurement of the right-of-use assets and lease liabilities if the Partnership is reasonably certain to exercise the renewal options. Short-term leases are leases having an initial term of twelve months or less. The Partnership recognizes expenses for short-term leases on a straight-line basis, includes future minimum lease payments in the table below and does not record a lease asset or lease liability for such leases.

The Partnership elected the following practical expedients related to Topic 842: (1) a package of practical expedients that allows the Partnership to not reassess: (a) whether expired or existing contracts contained leases; (b) the lease classification for expired or existing leases; and (c) the initial direct costs for existing leases; (2) for all underlying asset classes, an expedient that allows the Partnership to not apply the recognition requirements to short-term leases and account for lease and associated non-lease components as a single lease component; (3) an expedient that allows the use of hindsight to determine lease term; and (4) an expedient that allows the Partnership to not evaluate land easements that existed or expired before the Partnership’s fiscal 2020 adoption of Topic 842, and that were not previously accounted for as leases.

The Partnership has residual value guarantees associated with certain of its operating leases, related primarily to transportation equipment. See Note 14, “Guarantees” for more information.

The Partnership does not have any material lease obligations that were signed, but not yet commenced as of ~~March 27,~~June 26, 2021.

	Three Months Ended				Six Months Ended						Three Months Ended				Nine Months Ended
	March 27,		March 28,		March 27,			March 28,			June 26,		June 27,		June 26,			June 27,
	2021		2020		2021			2020			2021		2020		2021			2020
Lease expense	$	9,358	$	7,673	$	18,292		$	14,935		$	9,578	$	8,314	$	27,870		$	23,249

Other information:
Cash payments for operating leases		9,412		7,843		18,353			15,253			9,676		8,375		28,028			23,628
Right-of-use assets obtained in exchange for new operating lease liabilities		9,377		16,114		21,764			21,445			12,654		6,616		34,418			28,061
Weighted-average remaining lease term					6.3 years			6.6 years							6.2 years			6.5 years
Weighted-average discount rate						5.3	%		5.1	%						5.2	%		5.3	%

The following table summarizes future minimum lease payments under non-cancelable operating leases as of ~~March 27,~~June 26, 2021:

Fiscal Year	Operating Leases			Operating Leases
2021 (remaining)	$	17,602		$	9,538
2022		32,382			35,581
2023		27,241			29,779
2024		21,322			23,865
2025		16,904			19,374
2026 and thereafter		30,989			36,173
Total future minimum lease payments	$	146,440		$	154,310
Less: interest		(22,480	)		(22,922	)
Total lease obligations	$	123,960		$	131,388

Computations of basic income per Common Unit are performed by dividing net income by the weighted average number of outstanding Common Units, and vested (and unissued) restricted units granted under the Partnership’s Restricted Unit Plans, as defined below, to retirement-eligible grantees. Computations of diluted income per Common Unit are performed by dividing net income by the weighted average number of outstanding Common Units and unissued restricted units granted under the Restricted Unit Plans. In computing diluted net income per Common Unit, weighted average units outstanding used to compute basic net income per Common Unit were increased by ~~344,387~~464,597 and ~~327,743~~379,808 units for the ~~three and six~~nine months ended ~~March~~June 26, 2021 and June 27, ~~2021, respectively, and 342,384 and 339,315 for the three and six months ended March 28,~~ 2020, respectively, to reflect the potential dilutive effect of the unvested restricted units outstanding using the treasury stock method. Diluted loss per unit for the three months ended June 26, 2021 and June 27, 2020 does not include unvested Restricted Units (See Note 12) as their effect would be anti-dilutive.

	As of						As of
	March 27,			September 26,			June 26,			September 26,
	2021			2020			2021			2020
5.5% senior notes, due June 1, 2024	$	525,000		$	525,000		$	0		$	525,000
5.75% senior notes, due March 1, 2025		250,000			250,000			0			250,000
5.875% senior notes due March 1, 2027		350,000			350,000			350,000			350,000
5.0% senior notes due June 1, 2031								650,000			0
Revolving Credit Facility, due March 5, 2025		56,200			94,600			151,380			94,600
Subtotal		1,181,200			1,219,600			1,151,380			1,219,600

Less: unamortized debt issuance costs		(8,414	)		(9,424	)		(14,269	)		(9,424	)
	$	1,172,786		$	1,210,176		$	1,137,111		$	1,210,176

2024 Senior Notes. On May 27, 2014, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a public offering of $525,000 in aggregate principal amount of 5.5% senior notes due June 1, 2024 (the “2024 Senior Notes”). The 2024 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in June and December. The net proceeds from the issuance of the 2024 Senior Notes, along with cash on hand, were used to repurchase, satisfy and discharge all of the Partnership’s then-outstanding 7.5% senior notes due in 2018.

2025 Senior Notes. On February 25, 2015, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a public offering of $250,000 in aggregate principal amount of 5.75% senior notes due March 1, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in March and September. The net proceeds from the issuance of the 2025 Senior Notes, along with cash on hand, were used to repurchase, satisfy and discharge all of the Partnership’s then-outstanding 7.375% senior notes due in 2020.

On May 24, 2021, the Partnership repurchased, satisfied and discharged all of its previously outstanding 2024 Senior Notes and 2025 Senior Notes with net proceeds from the issuance of the 2031 Senior Notes, as defined below, and borrowings under the Revolving Credit Facility, also as defined below, pursuant to a tender offer and redemption. In connection with this tender offer and redemption, the Partnership recognized a loss on the extinguishment of debt of $16,029 consisting of $6,217 and $5,241 for the redemption premium and related fees for the 2024 Senior Notes and 2025 Senior Notes, respectively, as well as the write-off of $2,855 and $1,716 in unamortized debt origination costs for the 2024 Senior Notes and 2025 Senior Notes, respectively.

2027 Senior Notes. On February 14, 2017, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a public offering of $350,000 in aggregate principal amount of 5.875% senior notes due March 1, 2027 (the “2027 Senior Notes”). The 2027 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in March and September. The net proceeds from the issuance of the 2027 Senior Notes, along with borrowings under the Revolving Credit Facility, were used to repurchase, satisfy and discharge all of the Partnership’s then-outstanding 7.375% senior notes due in 2021.

2031 Senior Notes. On May 24, 2021, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a private offering of $650,000 in aggregate principal amount of 5.0% senior notes due June 1, 2031 (the “2031 Senior Notes”)to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States under Regulation S under the Securities Act. The 2031 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in June and December. The net proceeds from the issuance of the 2031 Senior Notes, along with borrowings under the Revolving Credit Facility, were used to repurchase, satisfy and discharge all of the 2024 Senior Notes and 2025 Senior Notes.

At any time prior to June 1, 2024, the Partnership may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2031 Senior Notes at a redemption price of 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, with the net cash proceeds of one or more equity offerings, subject to the conditions described more fully in the indenture for the 2031 Senior Notes. The 2031 Senior Notes are redeemable, at the Partnership’s option, in whole or in part, at any time on or after June 1, 2026, in each case at the redemption prices described below, together with any accrued and unpaid interest to the date of the redemption.

The Partnership’s obligations under the ~~2024 Senior Notes, 2025~~2027 Senior Notes and ~~2027~~2031 Senior Notes (collectively, the “Senior Notes”) are unsecured and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment with any future senior indebtedness. The Senior Notes are structurally subordinated to, which means they rank effectively behind, any debt and other liabilities of the Operating Partnership. The Partnership is permitted to redeem some or all of the Senior Notes at redemption prices and times as specified in the indentures governing the Senior Notes. The Senior Notes each have a change of control provision that would require the Partnership to offer to repurchase the notes at 101% of the principal amount repurchased, if a change of control, as defined in the indenture, occurs and is followed by a rating decline (a decrease in the rating of the notes by either Moody’s Investors Service or Standard and Poor’s Rating Group by one or more gradations) within 90 days of the consummation of the change of control.

Credit Agreement. The Operating Partnership has an amended and restated credit agreement dated March 5, 2020 (the “Credit Agreement”) that provides for a $500,000 revolving credit facility (the “Revolving Credit Facility”), of which ~~$56,200~~$151,380 and $94,600 was outstanding as of ~~March 27,~~June 26, 2021 and September 26, 2020, respectively. The Revolving Credit Facility matures on ~~the earlier of (a) the date that is ninety-one (91) days prior to maturity of the 2024 Senior Notes (unless the notes have been refinanced prior to such date) and (b)~~ March 5, 2025. Borrowings under the Revolving Credit Facility may be used for general corporate purposes, including working capital, capital expenditures and acquisitions. The Operating Partnership has the right to prepay any borrowings under the Revolving Credit Facility, in whole or in part, without penalty at any time prior to maturity.

The Credit Agreement contains certain restrictive and affirmative covenants applicable to the Operating Partnership, its subsidiaries and the Partnership, as well as certain financial covenants, including (a) requiring the Partnership’s Consolidated Interest Coverage Ratio, as defined in the Credit Agreement, to be not less than 2.5 to 1.0 as of the end of any fiscal quarter, (b) prohibiting the Total Consolidated Leverage Ratio, as defined in the Credit Agreement, of the Partnership from being greater than 5.75 to 1.0, and (c) prohibiting the Senior Secured Consolidated Leverage Ratio, as defined in the Credit Agreement, of the Operating Partnership from being greater than 3.25 to 1.0 as of the end of any fiscal quarter.

The Partnership and certain subsidiaries of the Operating Partnership act as guarantors with respect to the obligations of the Operating Partnership under the Credit Agreement pursuant to the terms and conditions set forth therein. The obligations under the Credit Agreement are secured by liens on substantially all of the personal property of the Partnership, the Operating Partnership and their subsidiaries, as well as mortgages on certain real property.

Borrowings under the Revolving Credit Facility bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, LIBOR plus the Applicable Rate, or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1%, the administrative agent bank’s prime rate, or LIBOR plus 1%, plus in each case the Applicable Rate. The Applicable Rate is dependent upon the Partnership’s Total Consolidated Leverage Ratio. As of ~~March 27,~~June 26, 2021, the interest rate for borrowings under the Revolving Credit Facility was approximately ~~2.5%~~2.15%. The interest rate and the Applicable Rate will be reset following the end of each calendar quarter.

As of ~~March 27,~~June 26, 2021, the Partnership had standby letters of credit issued under the Revolving Credit Facility of ~~$53,612~~$56,862 which expire periodically through ~~January 28,~~April 30, 2022.

The Credit Agreement and the Senior Notes both contain various restrictive and affirmative covenants applicable to the Operating Partnership, its subsidiaries and the Partnership, respectively, including (i) restrictions on the incurrence of additional indebtedness, and (ii) restrictions on certain liens, investments, guarantees, loans, advances, payments, mergers, consolidations, distributions, sales of assets and other transactions. Under the Credit Agreement and the indentures governing the Senior Notes, the Operating Partnership and the Partnership are generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if no event of default exists or would exist upon making such distributions, and with respect to the indentures governing the Senior Notes, the Partnership’s Consolidated Fixed Charge Coverage Ratio, as defined, is greater than 1.75 to 1. The Partnership and the Operating Partnership were in compliance with all covenants and terms of the Senior Notes and the Credit Agreement as of ~~March 27,~~June 26, 2021.

The aggregate amounts of long-term debt maturities subsequent to ~~March 27,~~June 26, 2021 are as follows: fiscal 2021: $00-; fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: ~~$581,200;~~$-0-; fiscal 2025: ~~$250,000;~~$151,380; and thereafter: ~~$350,000.~~$1,000,000.

The Partnership makes distributions to its partners no later than 45 days after the end of each fiscal quarter in an aggregate amount equal to its Available Cash for such quarter. Available Cash, as defined in the Partnership Agreement, generally means all cash on hand at the end of the respective fiscal quarter less the amount of cash reserves established by the Board of Supervisors in its reasonable discretion for future cash requirements. These reserves are retained for the proper conduct of the Partnership’s business, the payment of debt principal and interest and for distributions during the next four quarters.

On ~~April~~July 22, 2021, the Partnership announced a quarterly distribution of ~~$0.30~~$0.325 per Common Unit, or ~~$1.20~~$1.30 per Common Unit on an annualized basis, in respect of the ~~second~~third quarter of fiscal 2021, payable on ~~May 11,~~August 10, 2021 to holders of record on ~~May 4,~~August 3, 2021. This quarterly distribution equated to an increase of 8.3% from the previous distribution rate of $0.30 per Common Unit that was in effect for each of the first two quarters of fiscal 2021.

The Partnership recognizes compensation cost over the respective service period for employee services received in exchange for an award of equity, or equity-based compensation, based on the grant date fair value of the award. The Partnership measures liability awards under an equity-based payment arrangement based on remeasurement of the award’s fair value at the conclusion of each

interim and annual reporting period until the date of settlement, taking into consideration the probability that the performance conditions will be satisfied.

Restricted Unit Plans. On July 22, 2009, the Partnership adopted the Suburban Propane Partners, L.P. 2009 Restricted Unit Plan, as amended (the “2009 Restricted Unit Plan”), which authorizes the issuance of Common Units to executives, managers and other employees and members of the Board of Supervisors of the Partnership. The total number of Common Units authorized for issuance under the 2009 Restricted Unit Plan was 2,400,000 as of July 31, 2019, the date on which this plan expired. At the Partnership’s Tri-Annual Meeting held on May 15, 2018, the Unitholders approved the Partnership’s 2018 Restricted Unit Plan authorizing the issuance of up to 1,800,000 Common Units, which was amended to authorize the issuance of an additional 1,725,000 Common Units for a total of 3,525,000 Common Units by approval of the Unitholders at the Partnership’s Tri-Annual Meeting held on May 18, 2021 (the “2018 Restricted Unit Plan” and together with the 2009 Restricted Unit Plan, from which there are still unvested awards outstanding, the “Restricted Unit Plans”). Unless otherwise stipulated by the Compensation Committee of the Partnership’s Board of Supervisors on or before the grant date, 33.33% of all outstanding awards under the Restricted Unit Plans will vest on each of the first three anniversaries of the award grant date. Participants in the Restricted Unit Plans are not eligible to receive quarterly distributions on, or vote, their respective restricted units until vested. Restricted units cannot be sold or transferred prior to vesting. The value of each restricted unit is established by the market price of the Common Unit on the date of grant, net of estimated future distributions during the vesting period. Restricted units are subject to forfeiture in certain circumstances as defined in the Restricted Unit Plans. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures.

During the ~~six~~nine months ended ~~March 27,~~June 26, 2021, the Partnership awarded ~~753,177~~779,837 restricted units under the Restricted Unit Plans at an aggregate grant date fair value of ~~$10,922.~~$11,254. The following is a summary of activity for the Restricted Unit Plans for the ~~six~~nine months ended ~~March 27,~~June 26, 2021:

				Weighted Average						Weighted Average
	Restricted			Grant Date Fair			Restricted			Grant Date Fair
	Units			Value Per Unit			Units			Value Per Unit
Outstanding September 26, 2020		961,816		$	17.60			961,816		$	17.60
Awarded		753,177			14.50			779,837			14.43
Forfeited		(10,960	)		(15.26	)		(24,937	)		(15.29	)
Vested (1)		(475,168	)		(18.63	)		(475,168	)		(18.63	)
Outstanding March 27, 2021		1,228,865		$	15.32
Outstanding June 26, 2021								1,241,548		$	15.26

As of ~~March 27,~~June 26, 2021, unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plans amounted to ~~$8,692.~~$6,238. Compensation cost associated with unvested awards is expected to be recognized over a weighted-average period of ~~approximately one year.~~0.9 years. Compensation expense for the Restricted Unit Plans, net of forfeitures, for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021 was ~~$2,595~~$2,571 and ~~$4,953,~~$7,524, respectively, and ~~$2,260~~$2,262 and ~~$4,822~~$7,084 for the three and ~~six~~nine months ended ~~March 28,~~June 27, 2020, respectively.

Distribution Equivalent Rights Plan. On January 17, 2017, the Partnership adopted the Distribution Equivalent Rights Plan (the “DER Plan”), which gives the Compensation Committee of the Partnership’s Board of Supervisors discretion to award distribution equivalent rights (“DERs”) to executive officers of the Partnership. Once awarded, DERs entitle the grantee to a cash payment each time the Board of Supervisors declares a cash distribution on the Partnership’s Common Units, which cash payment will be equal to an amount calculated by multiplying the number of unvested restricted units which are held by the grantee on the record date of the distribution, by the amount of the declared distribution per Common Unit. Compensation expense recognized under the DER Plan for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021 was ~~$206~~$216 and ~~$413,~~$629, respectively, and ~~$301~~$237 and ~~$605~~$842 for the three and ~~six~~nine months ended ~~March 28,~~June 27, 2020, respectively.

Long-Term Incentive Plan. On August 6, 2013, the Partnership adopted the 2014 Long-Term Incentive Plan (“2014 LTIP”) and on November 10, 2020, the Partnership adopted the 2021 Long-Term Incentive Plan (“2021 LTIP” and together with the 2014 LTIP, “the LTIPs”). The LTIPs are non-qualified, unfunded, long-term incentive plans for executive officers and key employees that provide for payment, in the form of cash, of an award of equity-based compensation at the end of a three-year performance period. The 2014 LTIP document governs the terms and conditions of the outstanding fiscal 2019 and fiscal 2020 awards and the 2021 LTIP document governs the terms and conditions of the outstanding fiscal 2021 award and any awards granted in fiscal years thereafter. The level of compensation earned under the 2014 LTIP is based on the Partnership’s average distribution coverage ratio over the three-year measurement period. The Partnership’s average distribution coverage ratio is calculated as the Partnership’s average distributable cash flow, as defined by the 2014 LTIP document, for each of the three years in the measurement period, subject to certain adjustments as set forth in the 2014 LTIP document, divided by the amount of annualized cash distributions to be paid by the Partnership. The level of compensation earned under the 2021 LTIP is evaluated using two separate measurement components: (i) 75% weight based on the level of average distributable cash flow of the Partnership over the three-year measurement period; and (ii) 25% weight based on the achievement of certain operating and strategic objectives, set by the Compensation Committee of the Board of Supervisors, over the three-year measurement period. The distributable cash flow component and operating/strategic objectives component are defined and described in the 2021 LTIP document.

As a result of the quarterly remeasurement of the liability for awards under the LTIPs, compensation expense ~~(income)~~ recognized ~~for three and six months ended March 27, 2021 was $1,255 and $3,076, respectively, and ($3,276) and ($1,286)~~ for the three and ~~six~~nine months ended ~~March 28,~~June 26, 2021 was $620 and $3,696, respectively, and $1,304 and $18 for the three and nine months ended June 27, 2020, respectively. As of ~~March 27,~~June 26, 2021, and September 26, 2020, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of ~~$7,440~~$8,061 and $7,718, respectively, related to estimated future payments under the LTIPs. In the first quarter of fiscal 2021, cash payouts totaling $3,354 were made relating to the fiscal 2018 award granted under the 2014 LTIP.

Accrued Insurance. The Partnership is self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined amounts above which third party insurance applies. As of ~~March 27,~~June 26, 2021 and September 26, 2020, the Partnership had accrued liabilities of ~~$67,658~~$67,756 and $72,942, respectively, representing the total estimated losses for known and anticipated or unasserted general and product, workers’ compensation and automobile claims. For the portion of the estimated liability that exceeds insurance deductibles, the Partnership records an asset within other assets (or prepaid expenses and other current assets, as applicable) related to the amount of the liability expected to be covered by insurance which amounted to $16,290 and $17,572 as of ~~March 27,~~June 26, 2021 and September 26, 2020, respectively.

Legal Matters. The Partnership’s operations are subject to operating hazards and risks normally incidental to handling, storing and delivering combustible liquids such as propane. The Partnership has been, and will continue to be, a defendant in various legal proceedings and litigation as a result of these operating hazards and risks, and as a result of other aspects of its business. In this regard, the Partnership’s natural gas and electricity business is currently a defendant in a putative class action suit in the Northern District of New York. The complaint alleges a number of claims under various consumer statutes and common law in New York and Pennsylvania regarding pricing offered to electricity customers in those states. The complaint was dismissed in part by the district court, but causes of action based on the New York consumer statute and breach of contract were allowed to proceed. Based on the nature of the allegations in the suit, the Partnership believes that the suit is without merit and is defending against it vigorously. With respect to this pending suit, the Partnership has determined, based on the allegations and discovery to date, that no reserve for a loss

contingency is required. The Partnership is unable to reasonably estimate the possible loss or range of loss, if any, arising from the action. Although any litigation is inherently uncertain, based on past experience, the information currently available to the Partnership, and the amount of its accrued insurance liabilities, the Partnership does not believe that currently pending or threatened litigation matters, or known claims or known contingent claims, will have a material adverse effect on its results of operations, financial condition or cash flow.

COVID-19 Pandemic. The impact of the COVID-19 pandemic, and the variants thereof, continues to evolve. Although the Partnership believes the financial information included herein properly reflects all facts known at this time, the Partnership is unable to estimate the full financial impact of the pandemic at this time. The Partnership’s supply chain, including its suppliers and business partners, has not been materially impacted and the Partnership has been able to acquire sufficient supplies of the products it sells. Additionally, the Partnership continues to obtain the necessary liquidity to sustain its operations through collections of accounts receivable, as well as access to its Revolving Credit Facility available under the Credit Agreement. The Partnership will continue to actively monitor and manage the economic impact of the COVID-19 pandemic and, to the extent available, ensure new information is reflected within future financial information.

The Partnership has residual value guarantees associated with certain of its operating leases, related primarily to transportation equipment, with remaining lease periods scheduled to expire periodically through fiscal 2028. Upon completion of the lease period,

the Partnership guarantees that the fair value of the equipment will equal or exceed the guaranteed amount, or the Partnership will pay the lessor the difference. Although the fair value of equipment at the end of its lease term has historically exceeded the guaranteed amounts, the maximum potential amount of aggregate future payments the Partnership could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was ~~$28,175~~$28,818 as of ~~March 27,~~June 26, 2021. The fair value of residual value guarantees for outstanding operating leases was de minimis as of ~~March 27,~~June 26, 2021 and September 26, 2020.

	Pension Benefits												Pension Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	March 27,			March 28,			March 27,			March 28,			June 26,			June 27,			June 26,			June 27,
	2021			2020			2021			2020			2021			2020			2021			2020
Interest cost	$	534		$	720		$	1,068		$	1,440		$	534		$	720		$	1,602		$	2,160
Expected return on plan assets		(319	)		(320	)		(638	)		(640	)		(319	)		(321	)		(957	)		(961	)
Amortization of net loss		898			862			1,796			1,724			899			862			2,695			2,586
Pension settlement charge		570			0			570			0			142			900			712			900
Net periodic benefit cost	$	1,683		$	1,262		$	2,796		$	2,524		$	1,256		$	2,161		$	4,052		$	4,685

	Postretirement Benefits												Postretirement Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	March 27,			March 28,			March 27,			March 28,			June 26,			June 27,			June 26,			June 27,
	2021			2020			2021			2020			2021			2020			2021			2020
Interest cost	$	19		$	38		$	38		$	75		$	20		$	38		$	58		$	113
Amortization of prior service credits		(125	)		(125	)		(249	)		(249	)		(124	)		(125	)		(373	)		(373	)
Amortization of net (gain)		(180	)		(196	)		(361	)		(393	)		(182	)		(196	)		(543	)		(590	)
Net periodic benefit cost	$	(286	)	$	(283	)	$	(572	)	$	(567	)	$	(286	)	$	(283	)	$	(858	)	$	(850	)

The Partnership expects to contribute approximately $6,250 to the defined benefit pension plan during fiscal 2021, of which ~~$3,690~~$5,255 was contributed during the ~~six~~nine months ended ~~March 27,~~June 26, 2021. The projected annual contribution requirements related to the Partnership’s postretirement health care and life insurance benefit plan for fiscal 2021 is $843, of which ~~$374~~$525 was contributed during the ~~six~~nine months ended ~~March 27,~~June 26, 2021. During each of the second ~~quarter~~and third quarters of fiscal 2021, lump sum pension settlement payments exceeded the settlement threshold (combined service and interest costs of net periodic pension cost) of $2,135, which required the Partnership to recognize a non-cash settlement ~~charge~~charges of ~~$570. This~~$570 and $142 for the second and third quarters of fiscal 2021, respectively. These non-cash ~~charge was~~charges were required to accelerate the recognition of a portion of cumulative unamortized losses in the defined benefit pension plans. The components of net periodic benefit cost are included in the line item Other, net in the condensed consolidated statements of operations.

The Partnership contributes to multi-employer pension plans (“MEPPs”) in accordance with various collective bargaining agreements covering union employees. As one of the many participating employers in these MEPPs, the Partnership is responsible with the other

participating employers for any plan underfunding. As of ~~March 27,~~June 26, 2021 and September 26, 2020, the Partnership’s estimated obligation to these MEPPs was ~~$19,876~~$19,607 and $~~20,396~~,$20,396, respectively, as a result of its voluntary full withdrawal from certain MEPPs.

The following table summarizes amounts reclassified out of accumulated other comprehensive income (loss) for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020:

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	March 27,			March 28,			March 27,			March 28,			June 26,			June 27,			June 26,			June 27,
	2021			2020			2021			2020			2021			2020			2021			2020
Pension Benefits
Balance, beginning of period	$	(31,388	)	$	(32,871	)	$	(32,286	)	$	(33,733	)	$	(29,920	)	$	(32,009	)	$	(32,286	)	$	(33,733	)
Reclassifications to earnings:
Recognition of net actuarial loss for pension settlement (1)		570			0			570			0			142			900			712			900
Amortization of net loss (1)		898			862			1,796			1,724			899			862			2,695			2,586
Other comprehensive income		1,468			862			2,366			1,724			1,041			1,762			3,407			3,486
Balance, end of period	$	(29,920	)	$	(32,009	)	$	(29,920	)	$	(32,009	)	$	(28,879	)	$	(30,247	)	$	(28,879	)	$	(30,247	)

Postretirement Benefits
Balance, beginning of period	$	6,205		$	7,226		$	6,510		$	7,547		$	5,900		$	6,905		$	6,510		$	7,547
Reclassifications to earnings:
Amortization of net gain and prior service credits (1)		(305	)		(321	)		(610	)		(642	)		(306	)		(321	)		(916	)		(963	)
Other comprehensive loss		(305	)		(321	)		(610	)		(642	)		(306	)		(321	)		(916	)		(963	)
Balance, end of period	$	5,900		$	6,905		$	5,900		$	6,905		$	5,594		$	6,584		$	5,594		$	6,584

Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(25,183	)	$	(25,645	)	$	(25,776	)	$	(26,186	)	$	(24,020	)	$	(25,104	)	$	(25,776	)	$	(26,186	)
Reclassifications to earnings		593			541			1,186			1,082			593			541			1,779			1,623
Recognition of net actuarial loss for pension settlement		570			0			570			0			142			900			712			900
Other comprehensive income		1,163			541			1,756			1,082			735			1,441			2,491			2,523
Balance, end of period	$	(24,020	)	$	(25,104	)	$	(24,020	)	$	(25,104	)	$	(23,285	)	$	(23,663	)	$	(23,285	)	$	(23,663	)

For federal income tax purposes, as well as for state income tax purposes in the majority of the states in which the Partnership operates, the earnings attributable to the Partnership and the Operating Partnership are not subject to income tax at the partnership level. With the exception of those states that impose an entity-level income tax on partnerships, the taxable income or loss attributable to the Partnership and to the Operating Partnership, which may vary substantially from the income (loss) before income taxes reported by the Partnership in the condensed consolidated statement of operations, are includable in the federal and state income tax returns of the Common Unitholders. The aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined as the Partnership does not have access to each Common Unitholder’s basis in the Partnership.

As described in Note 1, “Partnership Organization and ~~Formation”,~~Formation,” the earnings of the Corporate Entities are subject to U.S. corporate level income tax. However, based upon past performance, the Corporate Entities are currently reporting an income tax provision composed primarily of minimum state income taxes. A full valuation allowance has been provided against the deferred tax assets (with the exception of certain net operating loss carryforwards (“NOLs”), that arose after 2017) based upon an analysis of all available evidence, both negative and positive at the balance sheet date, which, taken as a whole, indicates that it is more likely than not that sufficient future taxable income will not be available to utilize the assets. Management’s periodic reviews include, among other things, the nature and amount of the taxable income and expense items, the expected timing of when assets will be used or liabilities will be required to be reported and the reliability of historical profitability of businesses expected to provide future earnings. Furthermore, management considered tax-planning strategies it could use to increase the likelihood that the deferred tax assets will be realized.

As a result of the Tax Cuts and Jobs Act (the “2017 Act”), NOLs generated by the Corporate Entities beginning in 2018 may be carried forward indefinitely. As a result, the Partnership reversed the valuation allowance on certain of these NOLs generated after the 2017 Act, which resulted in a $496 discrete deferred tax benefit recorded during the first quarter of fiscal 2020.

The Partnership manages and evaluates its operations in 4 operating segments, 3 of which are reportable segments: Propane, Fuel Oil and Refined Fuels, and Natural Gas and Electricity. The chief operating decision maker evaluates performance of the operating segments using a number of performance measures, including gross margins and income before interest expense and provision for income taxes (operating profit). Costs excluded from these profit measures are captured in Corporate and include corporate overhead expenses not allocated to the operating segments. Unallocated corporate overhead expenses include all costs of back office support functions that are reported as general and administrative expenses within the condensed consolidated statements of operations. In addition, certain costs associated with field operations support that are reported in operating expenses within the condensed consolidated statements of operations, including purchasing, training and safety, are not allocated to the individual operating segments. Thus, operating profit for each operating segment includes only the costs that are directly attributable to the operations of the individual segment. The accounting policies of the operating segments are otherwise the same as those described in Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

The propane segment is primarily engaged in the retail distribution of propane to residential, commercial, industrial and agricultural customers and, to a lesser extent, wholesale distribution to large industrial end users. In the residential and commercial markets, propane is used primarily for space heating, water heating, cooking and clothes drying. Industrial customers use propane generally as a motor fuel burned in internal combustion engines that power over-the-road vehicles, forklifts and stationary engines, to fire furnaces and as a cutting gas. In the agricultural markets, propane is primarily used for tobacco curing, crop drying, poultry brooding and weed control.

The fuel oil and refined fuels segment is primarily engaged in the retail distribution of fuel oil, diesel, kerosene and gasoline to residential and commercial customers for use primarily as a source of heat in homes and buildings.

The natural gas and electricity segment is engaged in the marketing of natural gas and electricity to residential and commercial customers in the deregulated energy markets of New York and Pennsylvania. Under this operating segment, the Partnership owns the relationship with the end consumer and has agreements with the local distribution companies to deliver the natural gas or electricity from the Partnership’s suppliers to the customer.

Activities in the “all other” category include the Partnership’s service business, which is primarily engaged in the sale, installation and servicing of a wide variety of home comfort equipment, particularly in the areas of heating and ventilation.

The following table presents certain data by reportable segment and provides a reconciliation of total operating segment information to the corresponding consolidated amounts for the periods presented:

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	March 27,			March 28,			March 27,			March 28,			June 26,			June 27,			June 26,			June 27,
	2021			2020			2021			2020			2021			2020			2021			2020
Revenues:
Propane	$	481,328		$	347,686		$	749,952		$	633,111		$	208,689		$	179,049		$	958,641		$	812,160
Fuel oil and refined fuels		32,011			31,502			47,761			57,393			11,314			11,702			59,075			69,095
Natural gas and electricity		10,750			10,198			17,626			18,919			5,835			6,099			23,461			25,018
All other		13,149			11,669			27,090			25,510			12,247			10,056			39,337			35,566
Total revenues	$	537,238		$	401,055		$	842,429		$	734,933		$	238,085		$	206,906		$	1,080,514		$	941,839
Operating income (loss):
Propane	$	172,090		$	115,143		$	255,695		$	201,265		$	41,460		$	32,074		$	297,155		$	233,339
Fuel oil and refined fuels		7,608			6,391			10,233			9,119			(433	)		1,078			9,800			10,197
Natural gas and electricity		3,404			2,778			5,363			5,007			1,103			1,742			6,466			6,749
All other		(4,232	)		(4,846	)		(9,293	)		(10,233	)		(5,117	)		(5,053	)		(14,410	)		(15,286	)
Corporate		(31,713	)		(21,841	)		(57,155	)		(47,679	)		(29,010	)		(24,961	)		(86,165	)		(72,640	)
Total operating income		147,157			97,625			204,843			157,479			8,003			4,880			212,846			162,359

Reconciliation to net income:
Reconciliation to net (loss) income:
Loss on debt extinguishment		0			109			0			109			16,029			0			16,029			109
Interest expense, net		18,092			19,176			36,227			38,248			16,737			18,474			52,964			56,722
Other, net		1,582			979			2,660			1,957			1,085			1,878			3,745			3,835
Provision for (benefit from) income taxes		267			0			763			(359	)		173			106			936			(253	)
Net income	$	127,216		$	77,361		$	165,193		$	117,524
Net (loss) income													$	(26,021	)	$	(15,578	)	$	139,172		$	101,946
Depreciation and amortization:
Propane	$	24,988		$	26,871		$	50,679		$	53,851		$	25,083		$	26,724		$	75,762		$	80,575
Fuel oil and refined fuels		396			468			796			975			429			451			1,225			1,426
Natural gas and electricity		6			6			12			6			6			6			18			12
All other		47			48			94			95			47			47			141			142
Corporate		1,909			1,895			3,782			3,635			1,689			1,925			5,471			5,560
Total depreciation and amortization	$	27,346		$	29,288		$	55,363		$	58,562		$	27,254		$	29,153		$	82,617		$	87,715

	As of				As of
	March 27,		September 26,		June 26,		September 26,
	2021		2020		2021		2020
Assets:
Propane	$	1,999,457	$	1,934,960	$	1,924,514	$	1,934,960
Fuel oil and refined fuels		52,698		47,063		48,381		47,063
Natural gas and electricity		12,157		10,594		10,794		10,594
All other		18,367		18,733		18,594		18,733
Corporate		46,055		35,903		44,479		35,903
Total assets	$	2,128,734	$	2,047,253	$	2,046,762	$	2,047,253

The following is a discussion of the financial condition and results of operations of the Partnership as of and for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021. The discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

The following are factors that regularly affect our operating results and financial condition. In addition, the COVID-19 pandemic has impacted our operating results and financial condition, which we are managing. As with most businesses in the current pandemic environment, our performance can be expected to remain impacted as, and to the extent, the pandemic continues and there are ongoing restrictions on business activity. Our business is furthermore subject to the risks and uncertainties described in Item 1A included in the Annual Report on Form 10-K for the fiscal year ended September 26, 2020 and in this Quarterly Report.

The COVID-19 pandemic has resulted in increased unemployment, commodity and stock market volatility, significant government stimulus and uncertainty about economic conditions that will prevail in the months ahead. In response to temporary government restrictions on businesses during much of calendar year 2020, certain of our commercial and industrial customers were forced to temporarily curtail or suspend operations, or otherwise were impacted by lower economic activity as a result of the COVID-19 pandemic. As a result, we experienced a period of lower revenues in certain customer sectors, particularly during the period from March 2020 through December 2020. We have also been closely monitoring credit and collections activities across several customer segments and have seen restrictions on our ability to decline business or to enforce our collection rights with respect to certain customers who refuse to pay for or negotiate a payment plan for products or services rendered in certain states in which we operate. Notwithstanding those challenges, we ~~have~~ also experienced an increase in usage in our residential and certain other customer segments that benefited from stay-at-home initiatives and the demand for temporary, portable energy solutions. We took decisive action in the early stages of the pandemic to adapt our business model and modify our operating protocols in order to help protect the health and safety of our employees, while ensuring seamless delivery of our essential services to the customers and communities we serve. As COVID-19 related business restrictions continue to ease, customer demand in those sectors most impacted originally by the pandemic ~~has~~have started to normalize, although there continues to be a risk of permanent demand destruction if economic conditions deteriorate, or if businesses are unable to recover. While we expect that many of these effects will not be permanent, it is impossible to predict their duration. We have developed, implemented and continue to refine alternative operational plans, inclusive of manpower levels, to address different customer demand scenarios, and we continue to adapt our operational model to shifting demand patterns and the potential impact of the COVID-19 pandemic on future cash flows and access to adequate liquidity as we navigate through the 2021 fiscal year and beyond.

The level of profitability in the retail propane, fuel oil, natural gas and electricity businesses is largely dependent on the difference between retail sales price and our costs to acquire and transport products. The unit cost of our products, particularly propane, fuel oil and natural gas, is subject to volatility as a result of supply and demand dynamics or other market conditions, including, but not limited to, economic and political factors impacting crude oil and natural gas supply or pricing. We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market. We attempt to reduce price risk by pricing product on a short-term basis. Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery.

To supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to assure adequate physical supply. The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions.

Changes in our costs to acquire and transport products can occur rapidly over a short period of time and can impact profitability. There is no assurance that we will be able to pass on product acquisition and transportation cost increases fully or immediately, particularly when such costs increase rapidly. Therefore, average retail sales prices can vary significantly from year to year as our costs fluctuate with the propane, fuel oil, crude oil and natural gas commodity markets and infrastructure conditions. In addition, periods of sustained higher commodity and/or transportation prices can lead to customer conservation, resulting in reduced demand for our product.

24During the third quarter of fiscal 2021, the wholesale cost of propane initially fell before rising to close well above the cost at the outset of the quarter which was reflective of the contraction in U.S. propane inventory levels resulting from higher domestic

During the second quarter of fiscal 2021, the wholesale cost of propane was rising, primarily due to a decline in U.S. propane inventory levels resulting from an increase in propane exports and higher domestic consumption, ~~among other things.~~coupled with increased exports. According to the Energy Information Administration, U.S. propane inventory levels at the end of ~~March~~June 2021 were ~~39.2~~57.5 million barrels, which was ~~34%~~23% lower than ~~March~~June 2020 levels, and 10% lower than the 5-year average for ~~March.~~June. Average posted propane prices (basis Mont Belvieu, Texas) were ~~142.8% and 58.3%~~111.5% higher than the prior year ~~second~~third quarter, ~~and~~albeit 3.7% lower than the prior sequential ~~quarter, respectively.~~quarter. Consistent with our established practice, we adjusted customer pricing accordingly as market conditions ~~allow.~~allowed.

The retail propane and fuel oil distribution businesses, as well as the natural gas marketing business, are seasonal because these fuels are primarily used for heating in residential and commercial buildings. Historically, approximately two‑thirds of our retail propane volume is sold during the six-month peak heating season from October through March. The fuel oil business tends to experience greater seasonality given its more limited use for space heating and approximately three-fourths of our fuel oil volumes are sold between October and March. Consequently, sales and operating profits are concentrated in our first and second fiscal quarters. Cash flows from operations, therefore, are greatest during the second and third fiscal quarters when customers pay for product purchased during the winter heating season. We expect lower operating profits and either net losses or lower net income during the period from April through September (our third and fourth fiscal quarters). To the extent necessary, we will reserve cash from the second and third quarters for distribution to holders of our Common Units in the fourth quarter and the following fiscal year first quarter.

Weather conditions have a significant impact on the demand for our products, in particular propane, fuel oil and natural gas, for both heating and agricultural purposes. Many of our customers rely heavily on propane, fuel oil or natural gas as a heating source. Accordingly, the volume sold is directly affected by the severity of the winter weather in our service areas, which can vary substantially from year to year. In any given area, sustained warmer than normal temperatures will tend to result in reduced propane, fuel oil and natural gas consumption, while sustained colder than normal temperatures will tend to result in greater consumption.

We engage in hedging and risk management activities to reduce the effect of price volatility on our product costs and to ensure the availability of product during periods of short supply. We enter into propane forward, options and swap agreements with third parties, and use futures and options contracts traded on the New York Mercantile Exchange (“NYMEX”) to purchase and sell propane, fuel oil, crude oil and natural gas at fixed prices in the future. The majority of the futures, forward and options agreements are used to hedge price risk associated with propane and fuel oil physical inventory, as well as, in certain instances, forecasted purchases of propane or fuel oil. In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. Forward contracts are generally settled physically at the expiration of the contract whereas futures, options and swap contracts are generally settled at the expiration of the contract through a net settlement mechanism. Although we use derivative instruments to reduce the effect of price volatility associated with priced physical inventory and forecasted transactions, we do not use derivative instruments for speculative trading purposes. Risk management activities are monitored by an internal Commodity Risk Management Committee, made up of six members of management and reporting to the Audit Committee, through enforcement of our Hedging and Risk Management Policy.

Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included within the Notes to Consolidated Financial Statements section of our Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We are also subject to risks and uncertainties that may cause actual results to differ from estimated results. Estimates are used when accounting for depreciation and amortization of long-lived assets, employee benefit plans, self-insurance and litigation reserves, environmental reserves, allowances for doubtful accounts, asset valuation assessments and valuation of derivative instruments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any effects on our

business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the

facts that give rise to the revision become known to us. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Supervisors.

Consistent with the seasonal nature of our businesses, we typically experience a net loss in the third quarter of our fiscal year. Net ~~income~~loss for the ~~second~~third quarter of fiscal 2021 was ~~$127.2~~$26.0 million, or ~~$2.03~~$0.41 per Common Unit, compared to a net ~~income~~loss of ~~$77.4~~$15.6 million, or ~~$1.24~~$0.25 per Common Unit, in the prior year ~~second~~third quarter. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA, ~~(as~~” as defined and reconciled below) ~~increased $41.4 million, or 31.7%, to $172.0 million~~ for the ~~second~~third quarter of fiscal 2021 amounted to $23.3 million, compared to ~~$130.6~~$32.2 million in the prior year ~~second~~third quarter.

Retail propane gallons sold in the ~~second~~third quarter of fiscal 2021 of ~~169.1~~76.7 million gallons increased ~~16.5%,~~1.7% compared to the prior year ~~second~~third quarter, primarily due to an increase in ~~weather-related customer~~commercial and industrial demand resulting from the easing of COVID-related business restrictions and an improving ~~economic conditions~~economy, which more than offset normalizing residential demand in this counter-seasonal quarter. Residential volumes in the prior year third quarter benefitted from cooler average temperatures in April and ~~organic customer base growth.~~May of 2020, combined with stay-at-home measures instituted in the early stages of COVID-19. The mix of volumes between residential and non-residential customers returned to a more traditional, pre-pandemic level, during the third quarter of fiscal 2021. Average temperatures (as measured by heating degree days) across all of our service territories for the ~~second quarter of~~ fiscal 2021 third quarter were ~~comparable to the ten-year average~~9% warmer than both normal and ~~9% cooler than~~ the prior year second quarter, yet 7% warmer than normal (as measured by the thirty-year average of heating degree days utilized by the National Oceanic and Atmospheric Administration (“NOAA”)). A sustained and widespread cooler weather pattern throughout most of the second quarter, particularly during the month of February where average temperatures were 3% colder than normal and 16% cooler than February 2020, contributed to an increase in heat-related demand and volumes sold.third quarter.

Revenues in the second quarter of fiscal 2021 of $537.2 million increased $136.2 million, or 34.0%, compared to the prior year second quarter, primarily due to higher volumes sold, coupled with higher retail selling prices associated with higher wholesale product costs. Average posted propane prices (basis Mont Belvieu, Texas) for the third of fiscal 2021 were ~~142.8%~~111.5% higher than the prior year ~~second~~third quarter. ~~Cost of products sold~~Total gross margins for the ~~second~~third quarter of fiscal 2021 of ~~$231.6~~$155.0 million increased ~~$81.5~~$7.8 million, or ~~54.3%~~5.3%, compared to the prior year ~~primarily due to higher volumes sold and higher wholesale product costs. Cost of products sold~~third quarter. Gross margins for the fiscal 2021 third quarter included ~~a $1.6~~an $11.1 million unrealized non-cash gain attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a ~~$4.7~~$0.9 million unrealized non-cash ~~loss~~gain in the prior year ~~second~~third quarter. These unrealized gains ~~and losses~~ were excluded from Adjusted EBITDA for both periods in the table below. The shift in volume mix between residential and non-residential customers, back to a more traditional level for the third quarter, also resulted in lower blended unit margins compared to the prior year third quarter.

Combined operating and general and administrative expenses of ~~$131.2~~$119.8 million increased ~~$7.1~~$6.6 million, or 5.8%, compared to the prior year ~~second~~third quarter, primarily due to higher volume-related variable operating costs, as well as an increase in self-insured medical costs and higher ~~variable compensation, and a non-cash pension settlement charge that is excluded from Adjusted EBITDA in the table below.~~vehicle costs.

During the ~~second~~third quarter of fiscal 2021, we utilized cash flows from operating activities to repay ~~$68.6~~$29.8 million of ~~borrowings under our Revolving Credit Facility.~~debt. As a result of the debt repayment ~~and the increase in Adjusted EBITDA~~ during the ~~second~~third quarter, ~~our~~the Consolidated Leverage Ratio for the trailing ~~twelve month~~twelve-month period ~~ended March 27,~~ending June 26, 2021 ~~improved to 3.95x.~~ measured 3.96x. In addition, in May 2021 we opportunistically refinanced our previously outstanding $525.0 million 5.50% Senior Notes due 2024 and $250.0 million 5.75% Senior Notes due 2025 with a combination of borrowings under the Revolving Credit Facility and the issuance of new $650.0 million 5.00% Senior Notes due 2031. This refinancing will result in annual net interest expense savings of approximately $7.0 million and extend average debt maturities by more than 3.5 years.

As previously announced on ~~April~~July 22, 2021, the Partnership’s Board of Supervisors declared a quarterly distribution of ~~$0.30~~$0.325 per Common Unit effective for the distribution payable in respect of the ~~second~~third quarter of fiscal 2021. This distribution is payable on ~~May 11,~~August 10, 2021 to Common Unitholders of record as of ~~May 4,~~August 3, 2021. This quarterly distribution equated to an increase of 8.3% from the previous distribution rate of $0.30 that was in effect for each of the first two quarters of fiscal 2021.

Our anticipated cash requirements for the remainder of fiscal 2021 include: (i) maintenance and growth capital expenditures of approximately ~~$20.7~~$13.2 million; (ii) interest and income tax payments of approximately ~~$32.7~~$11.7 million; and (iii) cash distributions of approximately ~~$37.6~~$20.3 million to our Common Unitholders based on the quarterly distribution rate of ~~$0.30~~$0.325 per Common Unit. Based on our liquidity position, which includes cash on hand, availability of funds under our Revolving Credit Facility and expected cash flow from operating activities, we expect to have sufficient funds to meet our current and future obligations.

The unprecedented health crisis from COVID-19 and the variants thereof continues to represent a complex uncertainty, which has had a profound ~~negative~~ overall impact on employment and the economy. While our business is considered an essential critical service, our business is not immune to the challenges presented by the dramatic economic slowdown instituted to mitigate the spread of the virus. The areas of our business that have been impacted by the economic slowdown ~~are:~~included:

Although there is uncertainty related to the anticipated impact of the COVID-19 pandemic on our future results, we believe our efficient and flexible business model, as well as the recent steps taken to strengthen our balance sheet and reduce our cash requirements, leave us well positioned to manage our business through the crisis as it continues to unfold. Nonetheless, as we progress through the 2021 fiscal year, there remains significant uncertainty regarding the longer-term economic effects and the scope and duration of governmental policies that have been, or may in the future be, instituted to mitigate the spread of COVID-19, and the variants thereof, the timing of a potential economic recovery and the potential impact on the ability of our customers to recover from the effects of the slowdown. We will continue to adapt to the changing circumstances and make decisions to help ensure the long-term sustainability of our businesses, and to be able to be opportunistic for strategic growth initiatives.

We made additional investments in our minority-owned subsidiary, Oberon Fuels (“Oberon”), as they achieved several milestones toward our collective efforts to commercialize clean-burning, renewable dimethyl ether (“rDME”). Specifically, in June 2021, Oberon began production of the first-ever rDME in the United States, and is the only current commercial producer of this molecule in the world. Additionally, Oberon, through a public-private partnership with Los Alamos National Laboratory, has secured funding from the U.S. Department of Energy to develop and scale-up steam reforming technology to produce renewable hydrogen from rDME.

Three Months Ended ~~March 27,~~June 26, 2021 Compared to Three Months Ended ~~March 28,~~June 27, 2020

(Dollars and gallons in thousands)	Three Months Ended									Three Months Ended							Percent
	March 27,		March 28,				Percent			June 26,		June 27,		Increase			Increase
	2021		2020		Increase		Increase			2021		2020		(Decrease)			(Decrease)
Revenues
Propane	$	481,328	$	347,686	$	133,642		38.4	%	$	208,689	$	179,049	$	29,640			16.6	%
Fuel oil and refined fuels		32,011		31,502		509		1.6	%		11,314		11,702		(388	)		(3.3	)%
Natural gas and electricity		10,750		10,198		552		5.4	%		5,835		6,099		(264	)		(4.3	)%
All other		13,149		11,669		1,480		12.7	%		12,247		10,056		2,191			21.8	%
Total revenues	$	537,238	$	401,055	$	136,183		34.0	%	$	238,085	$	206,906	$	31,179			15.1	%
Retail gallons sold
Propane		169,059		145,098		23,961		16.5	%		76,702		75,383		1,319			1.7	%
Fuel oil and refined fuels		11,041		10,120		921		9.1	%		3,854		4,797		(943	)		(19.7	)%

As discussed above, average temperatures across all of our service territories during the ~~second~~third quarter of fiscal 2021 were ~~comparable to the ten-year average and~~ 9% ~~cooler~~warmer than both the prior year ~~second~~third quarter ~~yet 7% warmer than~~and normal (as measured by the thirty-year average of heating days utilized by NOAA). The ~~increase~~decrease in heating degree days compared to the prior year was attributable to a ~~sustained and widespread cooler~~warmer weather pattern throughout most of the ~~second~~third quarter, particularly during the ~~month~~months of ~~February~~April and May where average temperatures were ~~3% colder~~8% warmer than normal and ~~16% cooler~~13% warmer than ~~February 2020. The cooler weather pattern, combined with improving economic conditions from the easing~~April and May of ~~restrictions on certain commercial and industrial businesses and customer base growth contributed to an increase in customer demand and volumes sold.~~last year.

Revenues from the distribution of propane and related activities of ~~$481.3~~$208.7 million increased ~~$133.6~~$29.6 million, or ~~38.4%~~16.6%, compared to the prior year, primarily due to higher average retail selling prices, coupled with an increase in volumes sold, coupled with higher average retail selling prices. As a result of the cooler temperatures, retail propane gallons sold increased 24.0 million gallons, or 16.5%, compared to the prior year, resulting in a $57.4 million increase in revenues.sold. Average propane selling prices increased ~~12.7%~~14.0% compared to the prior year, reflecting higher average wholesale costs, resulting in a ~~$51.4~~$25.6 million increase in revenues. Retail propane gallons sold increased 1.3 million gallons, or 1.7%, compared to the prior year, primarily due to an increase in commercial and industrial demand resulting from the easing of COVID-19 related restrictions on businesses and improving economic conditions that more than offset lower residential demand stemming from warmer spring temperatures, resulting in a $3.1 million increase in revenues. Included within the propane segment are revenues from other propane activities, which increased ~~$24.8~~$0.9 million primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of ~~$32.0~~$11.3 million were ~~$0.5~~$0.4 million, or ~~1.6%~~3.3%, ~~higher~~lower than the prior year, primarily due to ~~an increase~~a decrease in volumes sold, ~~mostly~~ offset to an extent by ~~lower~~higher average retail selling prices. Fuel oil and refined fuels gallons sold ~~increased~~decreased 0.9 million gallons, or ~~9.1%~~19.7%, primarily due to ~~cooler~~warmer weather across our service territories in the northeast, resulting in a ~~$2.8~~$2.3 million ~~increase~~decrease in revenues. Average fuel oil and refined fuels selling prices ~~decreased 6.7%~~increased 20.4% compared to the prior year, reflecting higher average wholesale costs, resulting in a ~~$2.3~~$1.9 million ~~decrease~~increase in revenues.

Revenues in our natural gas and electricity segment of ~~$10.8~~$5.8 million were ~~$0.6~~$0.3 million, or ~~5.4%~~4.3%, ~~higher~~lower than the prior year, primarily due to ~~higher usage attributable to cooler temperatures, offset to an extent by~~ a reduction to the customer base resulting from actions taken by the New York State Public Utility Commission to reregulate this segment of our ~~business.~~business, coupled with warmer temperatures.

(Dollars in thousands)	Three Months Ended									Percent			Three Months Ended
	March 27,			March 28,			Increase			Increase			June 26,			June 27,					Percent
	2021			2020			(Decrease)			(Decrease)			2021			2020			Increase		Increase
Cost of products sold
Propane	$	202,892		$	122,140		$	80,752			66.1	%	$	68,219		$	47,981		$	20,238		42.2	%
Fuel oil and refined fuels		18,972			19,300			(328	)		(1.7	)%		7,560			5,903			1,657		28.1	%
Natural gas and electricity		5,985			5,547			438			7.9	%		3,482			3,103			379		12.2	%
All other		3,718			3,131			587			18.7	%		3,795			2,702			1,093		40.5	%
Total cost of products sold	$	231,567		$	150,118		$	81,449			54.3	%	$	83,056		$	59,689		$	23,367		39.1	%
As a percent of total revenues		43.1	%		37.4	%								34.9	%		28.8	%

The cost of products sold reported in the condensed consolidated statements of operations represents the weighted average unit cost of propane, fuel oil and refined fuels, and natural gas and electricity sold, including transportation costs to deliver product from our supply points to storage or to our customer service centers. Cost of products sold also includes the cost of appliances and related parts sold or installed by our customer service centers computed on a basis that approximates the average cost of the products.

Given the retail nature of our operations, we maintain a certain level of priced physical inventory to help ensure that our field operations have adequate supply commensurate with the time of year. Our strategy has been, and will continue to be, to keep our physical inventory priced relatively close to market for our field operations. Consistent with past practices, we principally utilize futures and/or options contracts traded on the NYMEX to mitigate the price risk associated with our priced physical inventory. In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. At expiration, the derivative contracts are settled by the delivery of the product to the respective party or are settled by the payment of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price. Under this risk management strategy, realized gains or losses on futures or options contracts, which are reported in cost of products sold, will typically offset losses or gains on the physical inventory once the product is sold (which may or may not occur in the same accounting period). We do not use futures or options contracts, or other derivative instruments, for speculative trading purposes. Unrealized non-cash gains or losses from changes in the fair value of derivative instruments that are not designated as cash flow hedges are recorded within cost of products sold. Cost of products sold excludes depreciation and amortization; these amounts are reported separately within the condensed consolidated statements of operations.

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices were ~~142.8%~~111.5% and ~~12.2%~~105.5% higher than the prior year ~~second~~third quarter, respectively. The net change in the fair value of derivative instruments resulted in ~~a $1.6~~an $11.1 million unrealized non-cash gain in the ~~second~~third quarter of fiscal 2021 compared to a ~~$4.7~~$0.9 million unrealized non-cash ~~loss~~gain in the prior year quarter, resulting in a decrease of ~~$6.3~~$10.2 million in cost of products sold year-over-year, all of which was reported within the propane segment. These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of ~~$202.9~~$68.2 million increased ~~$80.8~~$20.2 million, or ~~66.1%~~42.2%, compared to the prior year ~~second~~third quarter, primarily due to higher average wholesale costs ~~as well as~~and, to a lesser extent, higher volumes sold. Higher average wholesale costs contributed to an increase in cost of products sold of ~~$49.4~~$29.0 million, and higher volumes sold contributed to an increase ~~in cost~~ of ~~products sold of $18.1~~$0.8 million. Included within the propane segment are costs from other propane activities which increased ~~$19.6~~$0.6 million compared to the prior year, as well as the ~~$6.3~~$10.2 million impact of mark-to-market adjustments on derivative instruments discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of ~~$19.0~~$7.6 million ~~decreased $0.3~~increased $1.7 million, or ~~1.7%~~28.1%, compared to the prior year ~~second~~third quarter. ~~Lower~~Higher average wholesale costs led to ~~a decrease~~an increase in costs of products sold of ~~$2.1~~$2.8 million, which was ~~substantially~~ offset to an extent by the impact of ~~higher~~lower volumes sold of ~~$1.8~~$1.1 million.

Cost of products sold in our natural gas and electricity segment of ~~$6.0~~$3.5 million increased $0.4 million, or ~~7.9%~~12.2%, compared to the prior year primarily due to ~~due to~~ higher natural gas and electricity wholesale ~~costs, coupled with higher natural gas volumes.~~costs.

(Dollars in thousands)	Three Months Ended												Three Months Ended
	March 27,			March 28,						Percent			June 26,			June 27,					Percent
	2021			2020			Decrease			Decrease			2021			2020			Increase		Increase
Operating expenses	$	109,188		$	110,588		$	(1,400	)		(1.3	)%	$	102,016		$	96,086		$	5,930		6.2	%
As a percent of total revenues		20.3	%		27.6	%								42.8	%		46.4	%

All costs of operating our retail distribution and appliance sales and service operations are reported within operating expenses in the condensed consolidated statements of operations. These operating expenses include the compensation and benefits of field and direct operating support personnel, costs of operating and maintaining our vehicle fleet, overhead and other costs of our purchasing, training and safety departments and other direct and indirect costs of operating our customer service centers.

Operating expenses of ~~$109.2~~$102.0 million for the ~~second~~third quarter of fiscal 2021 ~~decreased $1.4~~increased $5.9 million, or ~~1.3%~~6.2%, compared to the prior year ~~second~~third quarter, ~~as the impact of~~primarily due to higher volume-related variable operating costs in support of the increase in volumes sold, ~~was more than~~higher self-insured medical costs and higher vehicle costs, partially offset by a reduction in product, auto and workers compensation claims and lower provisions for doubtful ~~accounts, and operating efficiencies.~~accounts.

(Dollars in thousands)	Three Months Ended											Three Months Ended
	March 27,			March 28,					Percent			June 26,			June 27,					Percent
	2021			2020			Increase		Increase			2021			2020			Increase		Increase
General and administrative expenses	$	21,980		$	13,436		$	8,544		63.6	%	$	17,756		$	17,098		$	658		3.8	%
As a percent of total revenues		4.1	%		3.4	%							7.5	%		8.3	%

All costs of our ~~back office~~back-office support functions, including compensation and benefits for executives and other support functions, as well as other costs and expenses to maintain finance and accounting, treasury, legal, human resources, corporate development and the information systems functions are reported within general and administrative expenses in the condensed consolidated statements of operations.

General and administrative expenses of ~~$22.0~~$17.8 million for the ~~second~~third quarter of fiscal 2021 increased ~~$8.5~~$0.7 million, or ~~63.6%~~3.8%, compared to the prior year ~~second~~third quarter, primarily due to an increase in variable compensation costs attributable to higher ~~earnings.~~fiscal year to date earnings, as well as higher professional fees.

(Dollars in thousands)	Three Months Ended												Three Months Ended
	March 27,			March 28,						Percent			June 26,			June 27,						Percent
	2021			2020			Decrease			Decrease			2021			2020			Decrease			Decrease
Depreciation and amortization	$	27,346		$	29,288		$	(1,942	)		(6.6	)%	$	27,254		$	29,153		$	(1,899	)		(6.5	)%
As a percent of total revenues		5.1	%		7.3	%								11.4	%		14.1	%

Depreciation and amortization expense of $27.3 million for the ~~second~~third quarter of fiscal 2021 decreased $1.9 million, or ~~6.6%~~6.5%, compared to the prior year ~~second~~third quarter, primarily due to accelerated depreciation expense recorded in the prior year for assets taken out of service, coupled with lower levels of capital expenditures.

(Dollars in thousands)	Three Months Ended												Three Months Ended
	March 27,			March 28,						Percent			June 26,			June 27,						Percent
	2021			2020			Decrease			Decrease			2021			2020			Decrease			Decrease
Interest expense, net	$	18,092		$	19,176		$	(1,084	)		(5.7	)%	$	16,737		$	18,474		$	(1,737	)		(9.4	)%
As a percent of total revenues		3.4	%		4.8	%								7.0	%		8.9	%

Net interest expense of ~~$18.1~~$16.7 million in the ~~second~~third quarter of fiscal 2021 decreased ~~$1.1~~$1.7 million, or 9.4%, compared to the prior year quarter, primarily due to a lower ~~average~~ level of ~~borrowings~~debt outstanding, ~~under our Revolving Credit Facility, coupled with~~as well as a decrease in short-term benchmark interest rates on ~~borrowings. See Liquidity and Capital Resources below for additional discussion.~~

outstanding borrowings under our Revolving Credit Facility and the impact of the refinancing of two tranches of Senior Notes at lower rates. See Liquidity and Capital Resources below for additional discussion.

On May 24, 2021, we repurchased, satisfied and discharged all of our previously outstanding 2024 Senior Notes and 2025 Senior Notes with net proceeds from the issuance of the 2031 Senior Notes and borrowings under the Revolving Credit Facility, as described and defined below, pursuant to a tender offer and redemption. In connection with ~~the refinancing of our previous revolving credit facility~~this tender offer and redemption during the ~~second~~third quarter of fiscal ~~2020,~~2021, we recognized a ~~non-cash charge~~loss on the extinguishment of ~~$0.1~~debt of $16.0 million, toconsisting of $11.5 million for the redemption premium and related fees, as well as the write-off ~~a portion~~ of $4.5 million in unamortized debt origination costs.

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 and other items, as applicable, as provided in the table below. Our management uses EBITDA and Adjusted EBITDA as supplemental measures of operating performance and we are including them because we believe that they provide our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. EBITDA and Adjusted EBITDA are not recognized terms under US GAAP and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US 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.

(Dollars in thousands)	Three Months Ended					Three Months Ended
	March 27,			March 28,		June 26,			June 27,
	2021			2020		2021			2020
Net income	$	127,216		$	77,361
Net loss						$	(26,021	)	$	(15,578	)
Add:
Provision for income taxes		267			—		173			106
Interest expense, net		18,092			19,176		16,737			18,474
Depreciation and amortization		27,346			29,288		27,254			29,153
EBITDA		172,921			125,825		18,143			32,155
Unrealized non-cash (gains) losses on changes in fair value of derivatives		(1,638	)		4,714
Unrealized non-cash gains on changes in fair value of derivatives							(11,139	)		(861	)
Equity in earnings of unconsolidated affiliate		185			—		116			—
Pension settlement charge		570			—		142			900
Loss on debt extinguishment		—			109		16,029			—
Adjusted EBITDA	$	172,038		$	130,648	$	23,291		$	32,194

~~Six~~Nine Months Ended ~~March 27,~~June 26, 2021 Compared to ~~Six~~Nine Months Ended ~~March 28,~~June 27, 2020

(Dollars and gallons in thousands)	Six Months Ended							Percent			Nine Months Ended							Percent
	March 27,		March 28,		Increase			Increase			June 26,		June 27,		Increase			Increase
	2021		2020		(Decrease)			(Decrease)			2021		2020		(Decrease)			(Decrease)
Revenues
Propane	$	749,952	$	633,111	$	116,841			18.5	%	$	958,641	$	812,160	$	146,481			18.0	%
Fuel oil and refined fuels		47,761		57,393		(9,632	)		(16.8	)%		59,075		69,095		(10,020	)		(14.5	)%
Natural gas and electricity		17,626		18,919		(1,293	)		(6.8	)%		23,461		25,018		(1,557	)		(6.2	)%
All other		27,090		25,510		1,580			6.2	%		39,337		35,566		3,771			10.6	%
Total revenues	$	842,429	$	734,933	$	107,496			14.6	%	$	1,080,514	$	941,839	$	138,675			14.7	%
Retail gallons sold
Propane		280,741		266,249		14,492			5.4	%		357,443		341,632		15,811			4.6	%
Fuel oil and refined fuels		17,447		18,557		(1,110	)		(6.0	)%		21,301		23,354		(2,053	)		(8.8	)%

Average temperatures (as measured in heating degree days) across all of our service territories for the first ~~six~~nine months of fiscal 2021 were 9% warmer than normal and 2%1% cooler than the prior year period. The weather during the first ~~half. The~~nine months of fiscal 2021 ~~heating season~~ was characterized by widespread unseasonably warm temperatures during the first ~~quarter, followed by~~and third fiscal quarters, with sustained and widespread cooler temperatures throughout much of the second quarter. The cooler second quarter temperatures compared to the prior year were experienced throughout most of our operating territories, with cooler temperatures occurring during December 2020 through February 2021, which are the most critical months for heat-related demand. ~~Average temperatures during the aforementioned period were 7% cooler than the same period of the prior year.~~ The cooler weather pattern during the critical months of the heating season, combined with improving economic conditions from the easing of restrictions on certain commercial and industrial businesses ~~and customer base growth~~ contributed to an increase in customer demand and volumes sold.

Revenues from the distribution of propane and related activities of ~~$750.0~~$958.6 million increased ~~$116.8~~$146.5 million, or ~~18.5%~~18.0%, compared to the prior year ~~first half,~~period, primarily due to higher average retail selling prices and an increase in volumes sold. Average propane selling prices increased ~~8.3%~~9.5% compared to the prior year period, reflecting a rise in average wholesale costs, resulting in ~~a $55.4~~an $81.0 million increase in revenues. Retail propane gallons sold increased ~~14.5~~15.8 million gallons, or ~~5.4%~~4.6%, compared to the prior year, resulting in a ~~$34.4~~$37.6 million increase in revenues. Included within the propane segment are revenues from other propane activities, which increased ~~$27.0~~$27.9 million primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of ~~$47.8~~$59.1 million decreased ~~$9.6~~$10.0 million, or ~~16.8%~~14.5%, compared to the prior year ~~first half,~~period, primarily due to lower volumes sold and lower average selling ~~prices~~prices. Fuel oil and refined fuels volumes ~~sold.~~sold decreased 2.1 million gallons, or 8.8%, resulting in a $6.1 million decrease in revenues. Average selling prices for fuel oil and refined fuels decreased ~~11.5%~~6.2%, resulting in a ~~$6.1~~$3.9 million decrease in revenues. ~~Fuel oil and refined fuels volumes sold decreased 1.1 million gallons, or 6.0%, resulting in a $3.5 million decrease in revenues.~~

Revenues in our natural gas and electricity segment of ~~$17.6~~$23.5 million were ~~$1.3~~$1.6 million, or ~~6.8%~~6.2%, lower than the prior year, ~~first half,~~ resulting from actions taken by the New York State Public Utility Commission that limited energy service companies, including our natural gas and electricity business, from servicing certain customers in the state of New York. ~~This was partially offset by higher usage resulting from cooler weather in our northeast service territories.~~

(Dollars in thousands)	Six Months Ended									Percent			Nine Months Ended									Percent
	March 27,			March 28,			Increase			Increase			June 26,			June 27,			Increase			Increase
	2021			2020			(Decrease)			(Decrease)			2021			2020			(Decrease)			(Decrease)
Cost of products sold
Propane	$	290,073		$	213,817		$	76,256			35.7	%	$	358,292		$	261,798		$	96,494			36.9	%
Fuel oil and refined fuels		27,643			36,877			(9,234	)		(25.0	)%		35,203			42,780			(7,577	)		(17.7	)%
Natural gas and electricity		9,376			10,429			(1,053	)		(10.1	)%		12,858			13,532			(674	)		(5.0	)%
All other		7,854			7,595			259			3.4	%		11,649			10,297			1,352			13.1	%
Total cost of products sold	$	334,946		$	268,718		$	66,228			24.6	%	$	418,002		$	328,407		$	89,595			27.3	%
As a percent of total revenues		39.8	%		36.6	%								38.7	%		34.9	%

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices were ~~78.8%~~83.1% and 12.4% higher ~~and 10.2% lower~~ than the prior year ~~first half,~~period, respectively. The net change in the fair value of derivative instruments resulted in a ~~$6.5~~$17.6 million unrealized non-cash gain and a ~~$1.9~~$1.1 million unrealized non-cash loss in the first ~~six~~nine months of fiscal 2021 and 2020, respectively, resulting in a decrease of ~~$8.4~~$18.7 million in cost of products sold year-over-year, all of which was reported within the propane segment. These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of ~~$290.1~~$358.3 million increased ~~$76.3~~$96.5 million, or ~~35.7%~~36.9%, compared to the prior year ~~first half.~~period. Increases in average wholesale costs and an increase in volumes sold contributed to increases in cost of products sold of ~~$51.7~~$81.0 million and ~~$11.0~~$11.7 million, respectively. Included within the propane segment are costs from other propane activities which increased ~~$22.0~~$22.5 million compared to the prior year, as well as the ~~$8.4~~$18.7 million impact of mark-to-market adjustments on derivative instruments discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of ~~$27.6~~$35.2 million decreased ~~$9.2~~$7.6 million, or ~~25.0%~~17.7%, compared to the prior year ~~first half.~~period. Lower average wholesale costs and lower volumes sold contributed to decreases in cost of products sold of ~~$7.0~~$3.8 million ~~and $2.2 million,~~each, respectively.

Cost of products sold in our natural gas and electricity segment of ~~$9.4~~$12.9 million decreased ~~$1.1~~$0.7 million, or ~~10.1%~~5.0%, compared to the prior year, primarily due to lower usage given the decline in customers as noted above.

Operating expenses of ~~$207.2~~$309.2 million for the first ~~half~~nine months of fiscal 2021 decreased ~~$10.3~~$4.4 million, or ~~4.7%~~1.4%, compared to the corresponding prior year ~~first half,~~period, as the impact of higher volume-related variable operating costs in support of the increase in volumes sold was ~~more than~~substantially offset by a reduction in product, auto and workers compensation claims, lower provisions for doubtful accounts, and operating efficiencies. The ~~first half~~corresponding period of fiscal 2020 included a charge of approximately $5.0 million for the settlement of certain product liability and other legal matters.

(Dollars in thousands)	Six Months Ended											Nine Months Ended
	March 27,			March 28,					Percent			June 26,			June 27,					Percent
	2021			2020			Increase		Increase			2021			2020			Increase		Increase
General and administrative expenses	$	40,110		$	32,710		$	7,400		22.6	%	$	57,866		$	49,808		$	8,058		16.2	%
As a percent of total revenues		4.8	%		4.5	%							5.4	%		5.3	%

General and administrative expenses of ~~$40.1~~$57.9 million for the first ~~half~~nine months of fiscal 2021 increased ~~$7.4~~$8.1 million, or ~~22.6%~~16.2%, compared to the prior year period, primarily due to higher variable compensation expenses given the year-over-year increase in earnings.

(Dollars in thousands)	Six Months Ended												Nine Months Ended
	March 27,			March 28,						Percent			June 26,			June 27,						Percent
	2021			2020			Decrease			Decrease			2021			2020			Decrease			Decrease
Depreciation and amortization	$	55,363		$	58,562		$	(3,199	)		(5.5	)%	$	82,617		$	87,715		$	(5,098	)		(5.8	)%
As a percent of total revenues		6.6	%		8.0	%								7.6	%		9.3	%

Depreciation and amortization expense of ~~$55.4~~$82.6 million in the first ~~half~~nine months of fiscal 2021 decreased ~~$3.2~~$5.1 million, or ~~5.5%~~5.8%, primarily as a result of accelerated depreciation recorded in the prior year for assets taken out of service, coupled with lower levels of capital expenditures.

(Dollars in thousands)	Six Months Ended												Nine Months Ended
	March 27,			March 28,						Percent			June 26,			June 27,						Percent
	2021			2020			Decrease			Decrease			2021			2020			Decrease			Decrease
Interest expense, net	$	36,227		$	38,248		$	(2,021	)		(5.3	)%	$	52,964		$	56,722		$	(3,758	)		(6.6	)%
As a percent of total revenues		4.3	%		5.2	%								4.9	%		6.0	%

Net interest expense of ~~$36.2~~$53.0 million in the first ~~half~~nine months of fiscal 2021 decreased ~~$2.0~~$3.8 million, or 6.6%, compared to the prior year ~~first half,~~period, primarily due to a lower ~~average~~ level of ~~borrowings~~debt outstanding, ~~under our Revolving Credit Facility, coupled with~~as well as a decrease in short-term benchmark interest rates on ~~borrowings.~~outstanding borrowings under the Revolving Credit Facility and the impact of the refinancing of two tranches of Senior Notes at lower rates. See Liquidity and Capital Resources below for additional discussion.

(Dollars in thousands)	Six Months Ended						Nine Months Ended
	March 27,			March 28,			June 26,			June 27,
	2021			2020			2021			2020
Net income	$	165,193		$	117,524		$	139,172		$	101,946
Add:
Provision for (benefit from) income taxes		763			(359	)		936			(253	)
Interest expense, net		36,227			38,248			52,964			56,722
Depreciation and amortization		55,363			58,562			82,617			87,715
EBITDA		257,546			213,975			275,689			246,130
Unrealized non-cash (gains) losses on changes in fair value of derivatives		(6,493	)		1,938			(17,632	)		1,077
Equity in earnings of unconsolidated affiliate		436			—			552			—
Pension settlement charge		570			—			712			900
Loss on debt extinguishment		—			109			16,029			109
Adjusted EBITDA	$	252,059		$	216,022		$	275,350		$	248,216

Operating Activities. Net cash provided by operating activities for the first ~~half~~nine months of fiscal 2021 increased ~~$10.5~~$11.8 million compared to the corresponding prior year period. This increase was primarily due to higher earnings, offset to an extent by a larger increase in working capital compared to the prior year which stemmed from the rise in average wholesale costs of ~~propane. Given the seasonal nature of the~~ propane and fuel oil businesses, working capital requirements typically peak towards the end of the heating season, after which accounts receivable becomes a significant source of cash from operating activities during the second half of the fiscal year.(discussed above).

Investing Activities. Net cash used in investing activities of ~~$19.3~~$27.8 million for the first ~~six~~nine months of fiscal 2021 consisted of capital expenditures of ~~$14.3~~$21.8 million (including approximately ~~$7.7~~$11.3 million to support the growth of operations and ~~$6.6~~$10.5 million for maintenance expenditures), ~~$6.4~~$8.3 million used to fund the acquisition of a retail propane business and other investment activities (see Item 1, Note 4 of this Quarterly Report), partially offset by approximately ~~$1.4~~$2.3 million in proceeds from the sale of property, plant and equipment.

Net cash used in investing activities of ~~$40.1~~$45.6 million for the first ~~half~~nine months of fiscal 2020 consisted of capital expenditures of ~~$20.5~~$26.1 million (including approximately ~~$12.6~~$15.5 million to support the growth of operations and ~~$7.9~~$10.6 million for maintenance expenditures), and ~~$21.5~~$22.0 million used to fund the acquisitions of two retail propane businesses, partially offset by approximately ~~$1.8~~$2.5 million in proceeds from the sale of property, plant and equipment.

Financing Activities. Net cash used in financing activities for the first ~~half~~nine months of fiscal 2021 reflected ~~$38.4 million in net repayments under the Revolving Credit Facility, coupled with $37.4~~$56.2 million paid for the quarterly distributions to Common Unitholders at a rate of $0.30 per Common Unit paid in respect of the fourth quarter of fiscal 2020 and the first ~~quarter~~and second quarters of fiscal 2021, and other financing activities of ~~$3.1~~$3.6 million.Also reflected in financing activities for the first nine months of fiscal 2021 was proceeds of $650.0 million from the issuance of the 2031 Senior Notes which were used, along with borrowings of $125.0 million under the Revolving Credit Facility, to repurchase, satisfy and discharge all of the previously outstanding 2024 Senior Notes and 2025 Senior Notes, with an aggregate par value of $775.0 million, as well as to pay tender premiums and other related fees of $11.3 million and debt issuance costs of $10.8 million, pursuant to a tender offer and redemption. For the nine months ended June 26, 2021, we utilized excess cash flows to repay $68.2 million of total debt.

Net cash used in financing activities for the first ~~half~~nine months of fiscal 2020 reflected ~~$74.3~~$111.6 million paid for the quarterly distributions to Common Unitholders at a rate of $0.60 per Common Unit paid in respect of the fourth quarter of fiscal 2019 and the first ~~quarter~~and second quarters of fiscal 2020, $2.7 million in issuance costs for the refinancing of our previous revolving credit facility, ~~and other financing activities of $3.1 million. These uses of cash for financing activities were partially offset by $31.6~~$3.8 million in net repayments of borrowings under the Revolving Credit Facility ~~which were used to fund a portion~~and other financing activities of ~~our seasonal working capital and the two acquisitions noted above.~~$3.6 million.

As of ~~March 27,~~June 26, 2021, our long-term debt consisted of ~~$525.0 million in aggregate principal amount of 5.5% senior notes due June 1, 2024, $250.0 million in aggregate principal amount of 5.75% senior notes due March 1, 2025,~~ $350.0 million in aggregate principal amount of 5.875% senior notes due March 1, 2027, $650.0 million in aggregate principal amount of 5.0% senior notes due June 1, 2031 and ~~$56.2~~$151.4 million outstanding under our Revolving Credit Facility. See Item 1, Note 10 of this Quarterly Report.

Based upon our Consolidated EBITDA, as defined in the Credit Agreement, for the trailing twelve-month period ended ~~March 27,~~June 26, 2021, and outstanding borrowings and letters of credits issued under the Revolving Credit Facility as of ~~March 27,~~June 26, 2021, our borrowing capacity under the Revolving Credit Facility was ~~$390.2~~$291.8 million.

The aggregate amounts of long-term debt maturities subsequent to ~~March 27,~~June 26, 2021 are as follows: fiscal 2021: $-0-; fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: ~~$581.2 million;~~$-0-; fiscal 2025: ~~$250.0~~$151.4 million; and thereafter: ~~$350.0~~$1,000.0 million.

We are required to make distributions in an amount equal to all of our Available Cash, as defined in our Third Amended and Restated Partnership Agreement, as amended (the “Partnership Agreement”), no more than 45 days after the end of each fiscal quarter to holders of record on the applicable record dates. Available Cash, as defined in the Partnership Agreement, generally means all cash on hand at the end of the respective fiscal quarter less the amount of cash reserves established by the Board of Supervisors in its reasonable discretion for future cash requirements. These reserves are retained for the proper conduct of our business, the payment of debt principal and interest and for distributions during the next four quarters. The Board of Supervisors reviews the level of Available Cash on a quarterly basis based upon information provided by management.

On ~~April~~July 22, 2021, we announced a quarterly distribution of ~~$0.30~~$0.325 per Common Unit, or ~~$1.20~~$1.30 on an annualized basis, in respect of the ~~second~~third quarter of fiscal 2021, payable on ~~May 11,~~August 10, 2021 to holders of record on ~~May 4,~~August 3, 2021. This quarterly distribution equated to an increase of 8.3% from the previous distribution rate of $0.30 per Common Unit that was in effect for each of the first two quarters of fiscal 2021.

We have a noncontributory, cash balance format, defined benefit pension plan which was frozen to new participants effective January 1, 2000. Effective January 1, 2003, the defined benefit pension plan was amended such that future service credits ceased and eligible employees would receive interest credits only toward their ultimate retirement benefit. We also provide postretirement health care and life insurance benefits for certain retired employees under a plan that was frozen to new participants effective March 31, 1998. At ~~March 27,~~June 26, 2021, we had a liability for the defined benefit pension plan and accrued retiree health and life benefits of ~~$32.0~~$30.6 million and ~~$8.6~~$8.4 million, respectively.

We are self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies. At ~~March 27,~~June 26, 2021, we had accrued insurance liabilities of ~~$67.7~~$67.8 million, and a receivable of $16.3 million related to the amount of the liability expected to be covered by insurance.

We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market. Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery. In addition, to supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to ensure adequate physical supply. The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions. In certain instances, and when market conditions are favorable, we are able to purchase product under our supply arrangements at a discount to the market.

Product cost changes can occur rapidly over a short period of time and can impact profitability. We attempt to reduce commodity price risk by pricing product on a short-term basis. The level of priced, physical product maintained in storage facilities and at our customer service centers for immediate sale to our customers will vary depending on several factors, including, but not limited to, price, supply and demand dynamics for a given time of the year. Typically, our on hand priced position does not exceed more than four to eight weeks of our supply needs, depending on the time of the year. In the course of normal operations, we routinely enter into contracts such as forward priced physical contracts for the purchase or sale of propane and fuel oil that, under accounting rules for derivative instruments and hedging activities, qualify for and are designated as normal purchase or normal sale contracts. Such contracts are exempted from fair value accounting and are accounted for at the time product is purchased or sold under the related contract.

Under our hedging and risk management strategies, we enter into a combination of exchange-traded futures and options contracts and, in certain instances, over-the-counter options and swap contracts (collectively, “derivative instruments”) to manage the price risk associated with physical product and with future purchases of the commodities used in our operations, principally propane and fuel oil, as well as to help ensure the availability of product during periods of high demand. In addition, we sell propane and fuel

oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. We do not use derivative instruments for speculative or trading purposes. Futures and swap contracts require that we sell or acquire propane or fuel oil at a fixed price for delivery at fixed future dates. An option contract allows, but does not require, its holder to buy or sell propane or fuel oil at a specified price during a specified time period. However, the writer of an option contract must fulfill the obligation of the option contract, should the holder choose to exercise the option. At expiration, the contracts are settled by the delivery of the product to the respective party or are settled by the payment of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price. To the extent that we utilize derivative instruments to manage exposure to commodity price risk and commodity prices move adversely in relation to the contracts, we could suffer losses on those derivative instruments when settled. Conversely, if prices move favorably, we could realize gains. Under our hedging and risk management strategy, realized gains or losses on derivative instruments will typically offset losses or gains on the physical inventory once the product is sold to customers at market prices, or delivered to customers as it pertains to fixed price contracts.

Futures are traded with brokers of the NYMEX and require daily cash settlements in margin accounts. Forward contracts are generally settled at the expiration of the contract term by physical delivery, and swap and options contracts are generally settled at expiration through a net settlement mechanism. Market risks associated with our derivative instruments are monitored daily for compliance with our Hedging and Risk Management Policy which includes volume limits for open positions. Open inventory positions are reviewed and managed daily as to exposures to changing market prices.

Exchange-traded futures and options contracts are guaranteed by the NYMEX and, as a result, have minimal credit risk. We are subject to credit risk with over-the-counter forward, swap and options contracts to the extent the counterparties do not perform. We evaluate the financial condition of each counterparty with which we conduct business and establish credit limits to reduce exposure to the risk of non-performance by our counterparties.

A portion of our borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, LIBOR, plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, or LIBOR plus 1%, plus the applicable margin. The applicable margin is dependent on the level of our total consolidated leverage (the total ratio of debt to consolidated EBITDA). Therefore, we are subject to interest rate risk on the variable component of the interest rate. From time to time, we enter into interest rate swap agreements to manage a part of our variable interest rate risk. The interest rate swaps are designated as cash flow hedges. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (“OCI”) until the hedged item is recognized in earnings. At ~~March 27,~~June 26, 2021, we were not party to an interest rate swap agreement.

All of our derivative instruments are reported on the balance sheet at their fair values. On the date that derivative instruments are entered into, we make a determination as to whether the derivative instrument qualifies for designation as a hedge. Changes in the fair value of derivative instruments are recorded each period in current period earnings or OCI, depending on whether a derivative instrument is designated as a hedge and, if so, the type of hedge. For derivative instruments designated as cash flow hedges, we formally assess, both at the hedge contract’s inception and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows of hedged items. Changes in the fair value of derivative instruments designated as cash flow hedges are reported in OCI to the extent effective and reclassified into earnings during the same period in which the hedged item affects earnings. The mark-to-market gains or losses on ineffective portions of cash flow hedges are immediately recognized in earnings. Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded in earnings as they occur. Cash flows associated with derivative instruments are reported as operating activities within the condensed consolidated statement of cash flows.

In an effort to estimate our exposure to unfavorable market price changes in commodities related to our open positions under derivative instruments, we developed a model that incorporates the following data and assumptions:

Based on the sensitivity analysis described above, the hypothetical 10% adverse change in market prices for open derivative instruments as of ~~March 27,~~June 26, 2021 indicates a decrease in potential future net gains of ~~$2.7~~$8.8 million. See also Item 7A of our Annual Report on Form 10-K for the fiscal year ended September 26, 2020. The above hypothetical change does not reflect the worst case scenario. Actual results may be significantly different depending on market conditions and the composition of the open position portfolio.

To date, the COVID-19 pandemic has not materially adversely affected our product supply agreements or our hedging strategies, and we currently believe that we will continue to have access to sufficient supply to meet customer demand.

The Partnership maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the Partnership’s filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Partnership completed an evaluation under the supervision and with participation of the Partnership’s management, including the Partnership’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of ~~March 27,~~June 26, 2021. Based on this evaluation, the Partnership’s principal executive officer and principal financial officer have concluded that, as of ~~March 27,~~June 26, 2021, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

There have not been any changes in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended ~~March 27,~~June 26, 2021 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.

The exhibits listed on this Exhibit Index are filed as part of this Quarterly Report. Exhibits required to be filed by Item 601 of Regulation S-K, which are not listed below, are not applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware	22-3410353
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Title of each class		Trading Symbol		Name of exchange on which registered
Common Units		SPH		New York Stock Exchange

		Page
	PART I. FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

	Condensed Consolidated Balance Sheets as of ~~March 27,~~June 26, 2021 and September 26, 2020	1

	Condensed Consolidated Statements of Operations for the three months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	2

	Condensed Consolidated Statements of Operations for the ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	3

	Condensed Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	4

	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	5

	Condensed Consolidated Statements of Partners’ Capital for the three months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	6

	Condensed Consolidated Statements of Partners’ Capital for the ~~six~~nine months ended ~~March 27,~~June 26, 2021 and ~~March 28,~~June 27, 2020	7

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2425

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3436

ITEM 4.	CONTROLS AND PROCEDURES	3638



	PART II. OTHER INFORMATION	3739

ITEM 1.	LEGAL PROCEEDINGS	3739

ITEM 1A.	RISK FACTORS	3739

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3739

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3739

ITEM 4.	MINE SAFETY DISCLOSURES	3739

ITEM 5.	OTHER INFORMATION	3739

ITEM 6.	EXHIBITS	3840

SignaturEs		3941

Year		Percentage
2026		102.500%
2027		101.667%
2028		100.833%
2029 and thereafter		100.000%

Exhibit Number		Description


4.1		Indenture, dated as of May 24, 2021, relating to the 5.000% Senior Notes due 2031, among Suburban Propane Partners, L.P., Suburban Energy Finance Corp. and The Bank of New York Mellon, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed May 21, 2021).

10.1		Amended and Restated 2018 Restricted Unit Plan of Suburban Propane Partners, L.P. (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed May 18, 2021).

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 and Chief Accounting 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. (Furnished herewith).

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. (Furnished herewith).

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	SUBURBAN PROPANE PARTNERS, L.P.

~~May 6,~~August 5, 2021	By:	/s/ MICHAEL A. KUGLIN
Date		Michael A. Kuglin
		Chief Financial Officer and Chief Accounting Officer

~~May 6,~~August 5, 2021	By:	/s/ DANIEL S. BLOOMSTEIN
Date		Daniel S. Bloomstein
		Vice President and Controller