The following is a discussion and analysis of our financial condition and results of operations, seen from our perspective, which should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. .

Executive overview

The following are factors that regularly affect our operating results and
financial condition. In addition, our business is subject to the risks and
uncertainties described in Item 1A of this Annual Report. Management currently
considers the following events, trends, and uncertainties to be most important
to understanding our financial condition and operating performance:

Covid-19 pandemic

The COVID-19 pandemic has resulted in 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. Notwithstanding those challenges, we 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 eased throughout
fiscal 2021, customer demand in those sectors most impacted originally by the
pandemic started to normalize, although there continues to be a risk of
permanent demand destruction if economic conditions deteriorate, or if some
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 fiscal 2022 and beyond.

Product costs and procurement

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,



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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.

During fiscal 2021, the wholesale cost of propane rose steadily throughout the
year which was reflective of the contraction in U.S. propane inventory levels
resulting from higher domestic consumption, coupled with increased
exports. According to the Energy Information Administration, U.S. propane
inventory levels at the end of September 2021 were 72.9 million barrels, which
was 28.5% lower than September 2020 levels, and 19% lower than the 5-year
average for September. Average posted propane prices (basis Mont Belvieu, Texas)
were 97.5% higher than the prior year. Consistent with our established practice,
we adjusted customer pricing accordingly as market conditions allowed.

Seasonality

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
two­thirds 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

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.



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Hedging and risk management activities

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 our Audit Committee, through enforcement
of our Hedging and Risk Management Policy.

Critical accounting conventions and estimates

Our significant accounting policies are summarized in Note 2-Summary of significant accounting policies included in the Notes to Consolidated Financial Statements section elsewhere in this annual report.

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 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. We believe
that the following are our critical accounting estimates:

Allowances for Doubtful Accounts. We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. We estimate our allowances for doubtful accounts using a
specific reserve for known or anticipated uncollectible accounts, as well as an
estimated reserve for potential future uncollectible accounts taking into
consideration our historical write-offs. If the financial condition of one or
more of our customers were to deteriorate resulting in an impairment in their
ability to make payments, additional allowances could be required. As a result
of our large customer base, which is comprised of approximately 1.0 million
customers, no individual customer account is material. Therefore, while some
variation to actual results occurs, historically such variability has not been
material. Schedule II, Valuation and Qualifying Accounts, provides a summary of
the changes in our allowances for doubtful accounts during the period.

Pension and Other Postretirement Benefits. We estimate the rate of return on
plan assets, the discount rate used to estimate the present value of future
benefit obligations and the expected cost of future health care benefits in
determining our annual pension and other postretirement benefit costs. We use
the Society of Actuaries' mortality scale (MP-2020) and other actuarial life
expectancy information when developing the annual mortality assumptions for our
pension and postretirement benefit plans, which are used to measure net periodic
benefit costs and the obligation under these plans. While we believe that our
assumptions are appropriate, significant differences in our actual experience or
significant changes in market conditions may materially affect our pension and
other postretirement benefit obligations and our future expense.



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Accrued Insurance. Our accrued insurance represents the estimated costs of known
and anticipated or unasserted claims for incidents related to general and
product, workers' compensation and automobile liability. For each claim, we
record a provision up to the estimated amount of the probable claim utilizing
actuarially determined loss development factors applied to actual claims
data. Our insurance provisions are susceptible to change to the extent that
actual claims development differs from historical claims development. We
maintain insurance coverage wherein our net exposure for insured claims is
limited to the insurance deductible, claims above which are paid by our
insurance carriers. For the portion of our estimated insurance liability that
exceeds our deductibles, we record an asset related to the amount of the
liability expected to be paid by the insurance companies. Historically, we have
not experienced significant variability in our actuarial estimates for claims
incurred but not reported. Accrued insurance provisions for reported claims are
reviewed at least quarterly, and our assessment of whether a loss is probable
and/or reasonably estimable is updated as necessary. Due to the inherently
uncertain nature of, in particular, product liability claims, the ultimate loss
may differ materially from our estimates. However, because of the nature of our
insurance arrangements, those material variations historically have not, nor are
they expected in the future to have, a material impact on our results of
operations or financial position.

Loss Contingencies. In the normal course of business, we are involved in various
claims and legal proceedings. We record a liability for such matters when it is
probable that a loss has been incurred and the amounts can be reasonably
estimated. The liability includes probable and estimable legal costs to the
point in the legal matter where we believe a conclusion to the matter will be
reached. When only a range of possible loss can be established, the most
probable amount in the range is accrued. If no amount within this range is a
better estimate than any other amount within the range, the minimum amount in
the range is accrued.

We contribute 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, we are responsible with the other
participating employers for any plan underfunding. Due to the uncertainty
regarding future factors that could impact the withdrawal liability, we are
unable to determine the timing of the payment of the future withdrawal
liability, or additional future withdrawal liability, if any.

Fair Values of Acquired Assets and Liabilities. From time to time, we enter into
material business combinations. In accordance with accounting guidance
associated with business combinations, the assets acquired and liabilities
assumed are recorded at their estimated fair value as of the acquisition
date. Fair values of assets acquired and liabilities assumed are based upon
available information and may involve us engaging an independent third party to
perform an appraisal. Estimating fair values can be complex and subject to
significant business judgment. Estimates most commonly impact property, plant
and equipment and intangible assets, including goodwill. Generally, we have, if
necessary, up to one year from the acquisition date to finalize our estimates of
acquisition date fair values.

Operating results and financial position

The net result for the 2021 financial year amounts to $ 122.8 million, Where $ 1.96 per common unit, compared to $ 60.8 million, Where $ 0.98 per common share, during fiscal year 2020.

Adjusted earnings before interest, taxes, depreciation and amortization
(Adjusted EBITDA, as defined and reconciled below) increased $22.0 million, or
8.7%, to $275.7 million for fiscal 2021, compared to $253.7 million in the prior
year.

Retail propane gallons sold in fiscal 2021 of 419.8 million gallons increased
4.2% compared to the prior year, primarily due to an increase in weather-related
customer demand during the most critical months of the heating season, an
increase in commercial and industrial demand resulting from the easing of
COVID-related business restrictions and an improving economy, and positive
progress in our customer base growth and retention initiatives. Average
temperatures (as measured by heating degree days) across all of the
Partnership's service territories for fiscal 2021 were 10% warmer than normal
and comparable to the prior year. However, average temperatures during the
critical months of December 2020 through February 2021 were 7% cooler than the
same period in the prior year and contributed to an overall increase in
heat-related demand.

Average propane prices (basis Mont Belvieu, Texas) for fiscal 2021 increased
97.5% compared to the prior year. Total gross margin for fiscal 2021 of $803.3
million increased $78.3 million, or 10.8%, compared to the prior year, primarily
due to higher volumes sold and higher unit margins. Gross margin for fiscal 2021
included a $43.1 million unrealized gain attributable to the mark-to-market
adjustment for derivative instruments used in risk management activities,
compared to a $0.4 million unrealized loss in the prior year. These non-cash
adjustments were excluded from Adjusted EBITDA for both periods in the table
below.

Combined operating and general and administrative expenses of $485.5 million for
fiscal 2021 increased 3.8% compared to the prior year, primarily due to higher
volume-related variable operating costs and higher variable compensation,
partially offset by a decrease in accruals for self-insured liabilities and bad
debt expense. Operating expenses for fiscal 2021 included a $4.3 million charge
related to the Partnership's voluntary full withdrawal from a multi-employer
pension plan covering certain employees, which was excluded from Adjusted
EBITDA.



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During fiscal 2021, we utilized cash flows from operating activities to repay
$87.6 million of debt. As a result of the combination of higher earnings and
lower debt, our consolidated leverage ratio improved to 3.96x for the fiscal
year ended September 25, 2021.

In addition to improving earnings, we were successful in achieving a number of important goals in fiscal 2021 that will further support our long-term strategic growth initiatives. Here are some noteworthy achievements for fiscal year 2021:

• We strengthened our balance sheet by reducing debt by nearly $ 88 million

with cash flows from operating activities;

• We opportunistically refinanced a significant portion of our senior debt

at lower interest rates – extending the weighted average debt maturities of

          3.5 years and reducing annual interest expense by $7.0 million;


       •  We enhanced returns to Unitholders with an 8.3% increase in the
          annualized distribution rate at the end of the third quarter of fiscal
          2021;

• We acquired and successfully integrated a well-managed propane business into

          an attractive market on the east coast;


       •  We made further advancements in our efforts to advocate for the clean

burn the attributes of propane, while making

investments in new technologies that can help reduce

greenhouse gas emissions. Specifically, we have added

investments in our minority subsidiary, Oberon fuels (“Oberon”)

(see part IV, note 4 of this annual report), which has reached several

milestones towards our collective efforts to commercialize clean combustion,

Renewable Dimethyl Ether (“rDME”). In June 2021, Oberon started production

          of the first-ever rDME in the United States, and is believed to be 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.

Ministry of Energy develop and expand steam reforming technology

produce renewable hydrogen from rDME;

• We have expanded our supply agreements to acquire renewable propane, which is a

entirely from renewal sources, such as fats and used oils, to help meet

          customer demand for renewable energy solutions;


       •  We extended our reach in certain strategic markets that were not
          previously served by our existing propane footprint;


       •  We made further investments in new handheld technology for our drivers
          and service technicians to improve efficiency and enhance the customer
          experience; and

• We have partnered with a number of local organizations to donate

          and support to communities in multiple locations throughout our
          operating footprint as part of our SuburbanCares corporate pillar.


On October 21, 2021, we announced that our Board of Supervisors declared a
quarterly distribution of $0.325 per Common Unit for the three months ended
September 25, 2021. This quarterly distribution rate equates to an annualized
rate of $1.30 per Common Unit. The distribution was paid on November 9, 2021 to
Common Unitholders of record as of November 2, 2021.

As we look ahead to fiscal 2022, our anticipated cash requirements include: (i)
maintenance and growth capital expenditures of approximately $35.0 million; (ii)
approximately $61.3 million of interest and income tax payments; and (iii)
approximately $81.9 million of distributions to Unitholders, based on the
current annualized rate of $1.30 per Common Unit. Based on our liquidity
position, which includes availability of funds under the 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 the COVID-19 pandemic and the variants
thereof continue to represent a complex uncertainty, which has had a profound
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 included:

• The temporary suspension of commercial operations by some of our

commercial and industrial customers led to a drop in demand,

mainly during the second half of fiscal 2020 and the first quarter of

fiscal year 2021, based on these customer markets;

• In some states, restrictions have been placed on our activities which

otherwise allow us to refuse or refuse to serve certain customers who

        have not or are unwilling to pay for product delivered or services
        rendered;

• There may be potential disturbances in propane, fuel oil, natural gas.

and electricity supply chains;

• The potential for increased costs to implement additional measures to

help protect our employees, customers and local communities as a state and

        federal governments provide and update guidance on workplace safety
        protocols; and


    •   Employee recruiting and retention challenges given rising wages and
        related competitive pressures.




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Although uncertainty remains regarding the long-term impact of the COVID-19
pandemic on the economy and businesses, we believe our efficient and flexible
business model, as well as the recent steps taken to strengthen our balance
sheet, leave us well positioned to manage our business through the crisis as it
continues to unfold. Nonetheless, as we progress through fiscal 2022, there
remains significant uncertainty regarding 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. 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.

Fiscal year 2021 compared to fiscal year 2020

Income



(Dollars and gallons in thousands)                                                            Percent
                                             Fiscal          Fiscal          Increase         Increase
                                              2021            2020          (Decrease)       (Decrease)
Revenues
Propane                                    $ 1,140,457     $   955,143     $    185,314             19.4 %
Fuel oil and refined fuels                      67,104          75,039           (7,935 )          (10.6 )%
Natural gas and electricity                     30,425          31,184             (759 )           (2.4 )%
All other                                       50,769          46,531            4,238              9.1 %
Total revenues                             $ 1,288,755     $ 1,107,897     $    180,858             16.3 %
Retail gallons sold
Propane                                        419,758         402,857           16,901              4.2 %
Fuel oil and refined fuels                      24,039          26,039           (2,000 )           (7.7 )%


As discussed above, average temperatures (as measured in heating degree days)
across all of our service territories for fiscal 2021 were 10% warmer than
normal and flat to the prior year. The weather during fiscal 2021 was
characterized by widespread unseasonably warm temperatures during the first 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. The
cooler weather pattern during these critical months of the heating season,
combined with improving economic conditions from the easing of restrictions on
certain commercial and industrial businesses, contributed to an increase in
customer demand and volumes sold.

Revenues from the distribution of propane and related activities of $1,140.5
million for fiscal 2021 increased $185.3 million, or 19.4%, compared to $955.1
million for the prior year, primarily due to higher average retail selling
prices associated with a steady rise in wholesale costs and higher volumes
sold. Average propane selling prices for fiscal 2021 increased 11.6% compared to
the prior year, resulting in a $115.1 million increase in revenues. Retail
propane gallons sold increased 16.9 million gallons, or 4.2%, to 419.8 million
gallons, resulting in an increase in revenues of $40.1 million. Included within
the propane segment are revenues from risk management activities of $30.5
million for fiscal 2021, which increased $30.1 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 $67.1 million
for fiscal 2021 decreased $7.9 million, or 10.6%, from $75.0 million for the
prior year, primarily due to lower volumes sold and lower average selling
prices. Fuel oil and refined fuels gallons sold decreased 2.0 million gallons,
or 7.7%, resulting in a $5.7 million decrease in revenues. Average selling
prices for fuel oil and refined fuels decreased 3.1%, resulting in a $2.2
million decrease in revenues.

Revenues in our natural gas and electricity segment decreased $0.8 million, or
2.4%, to $30.4 million in fiscal 2021 compared to $31.2 million in the prior
year, mainly due to a reduction to the customer base resulting from regulatory
actions taken by the New York State Public Utility Commission that pertain to
this segment of our business (see Item 1).



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Cost of Products Sold



(Dollars in thousands)                                                          Percent
                                  Fiscal        Fiscal         Increase         Increase
                                   2021          2020         (Decrease)       (Decrease)
Cost of products sold
Propane                          $ 411,720     $ 305,754     $    105,966             34.7 %
Fuel oil and refined fuels          41,158        46,256           (5,098 )          (11.0 )%
Natural gas and electricity         17,515        17,269              246              1.4 %
All other                           15,085        13,672            1,413             10.3 %
Total cost of products sold      $ 485,478     $ 382,951     $    102,527             26.8 %
As a percent of total revenues        37.7 %        34.6 %




The cost of products sold reported in the 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 consolidated
statements of operations.

From a commodity perspective, wholesale propane prices trended steadily higher
throughout the fiscal year. As of September 2021, propane inventory levels in
the United States were 28.5% lower than at September 2020 and 19% below the
5-year average for September, as strong exports and domestic demand outpaced
U.S. production. Overall, average posted propane prices (basis Mont Belvieu,
Texas) and fuel oil prices during fiscal 2021 were 97.5% and 26.2% higher than
the prior year, respectively. The net change in the fair value of derivative
instruments during the fiscal year resulted in unrealized non-cash gains of
$43.1 million and unrealized non-cash losses of $0.4 million reported in cost of
products sold in fiscal 2021 and 2020, respectively, resulting in a
year-over-year decrease of $43.5 million in cost of products sold, all of which
was reported in the propane segment.

Cost of products sold associated with the distribution of propane and related
activities of $411.7 million for fiscal 2021 increased $106.0 million, or 34.7%,
compared to the prior year, primarily due to higher wholesale costs and higher
volumes sold, which resulted in increases in cost of products sold of $113.4
million and $12.4 million, respectively. Cost of products sold from risk
management activities decreased $19.8 million compared to the prior year,
primarily due to the $43.5 million difference in mark-to-market adjustments on
derivative instruments discussed above, partially offset by a higher notional
amount of hedging contracts that were settled physically.

Cost of products sold associated with our fuel oil and refined fuels segment of
$41.2 million for fiscal 2021 decreased $5.1 million, or 11.0%, compared to the
prior year, due to lower volumes sold and lower wholesale costs, which resulted
in decreases in cost of products sold of $3.6 million and $1.5 million compared
to the prior year, respectively.

Cost of products sold in our natural gas and electricity segment of $ 17.5 million for fiscal year 2021 increased $ 0.2 million, or 1.4%, over the prior year, mainly due to higher wholesale costs offset by lower usage.

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Operating Expenses



(Dollars in thousands)
                                  Fiscal        Fiscal                       Percent
                                   2021          2020         Increase      Increase
Operating expenses               $ 411,390     $ 401,958     $    9,432           2.3 %
As a percent of total revenues        31.9 %        36.3 %




All costs of operating our retail distribution and appliance sales and service
operations are reported within operating expenses in the 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 $411.4 million for fiscal 2021 increased $9.4 million, or
2.3%, compared to $402.0 million in the prior year, primarily due to higher
payroll and benefit-related costs and higher variable volume-related operating
costs, offset to an extent by decreases in accruals for self-insured liabilities
and other legal matters, and lower bad debt expense.

General and administrative expenses


(Dollars in thousands)
                                       Fiscal       Fiscal                      Percent
                                        2021         2020        Increase      Increase

General and administrative expenses $ 74,096 $ 65,927 $ 8,169

         12.4 %
As a percent of total revenues             5.7 %        6.0 %




All costs of our 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 consolidated statements of
operations.

General and administrative expenses of $74.1 million for fiscal 2021 increased
$8.2 million, or 12.4%, compared to $65.9 million in the prior year, primarily
due to higher variable compensation expenses attributable to higher earnings,
offset to an extent by lower professional services fees.

Depreciation and amortization


(Dollars in thousands)
                                  Fiscal        Fiscal                      Percent
                                   2021          2020        Decrease      Decrease

Depreciation and amortization $ 104,555 $ 116,791 $ (12 236)

    (10.5 )%
As a percent of total revenues         8.1 %        10.5 %




Depreciation and amortization expense of $104.6 million in fiscal 2021 decreased
$12.2 million from $116.8 million in the prior year, primarily as a result of
the conclusion of the amortization period for certain intangible assets from
prior business acquisitions, coupled with lower levels of capital expenditures.

Interest Expense, net



(Dollars in thousands)
                                  Fiscal       Fiscal                     Percent
                                   2021         2020       Decrease      Decrease
Interest expense, net            $ 68,132     $ 74,727     $  (6,595 )        (8.8 )%
As a percent of total revenues        5.3 %        6.7 %




Net interest expense of $68.1 million for fiscal 2021 decreased $6.6 million
from $74.7 million in the prior year, primarily due to the impact of the
refinancing of two tranches of senior notes at lower rates, a decrease in
benchmark interest rates on outstanding borrowings under our revolving credit
facility and a lower average level of outstanding borrowings under that
facility. During fiscal



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2021, we reduced the total outstanding borrowings by $ 87.6 million with cash flow from operating activities. See Liquidity and Capital Resources below for further discussion.

Loss on debt extinction

During the third quarter of fiscal 2021, we repurchased, satisfied and
discharged all of our previously outstanding $525.0 million in aggregate
principal balance of 5.5% senior notes due June 1, 2024 (the "2024 Senior
Notes") and $250.0 million in aggregate principal balance of 5.75% senior notes
due March 1, 2025 (the "2025 Senior Notes") with net proceeds from the issuance
of $650.0 million in aggregate principal balance of 5.0% senior notes due June
1, 2031 (the "2031 Senior Notes") and borrowings under our senior secured
revolving credit facility, as described and defined below, pursuant to a tender
offer and redemption. In connection with this tender offer and redemption during
the third quarter of fiscal 2021, we recognized a loss on the extinguishment of
debt of $16.0 million, consisting of $11.5 million for the redemption premium
and related fees, as well as the write-off of $4.5 million in unamortized debt
origination costs.

In connection with the refinancing of our previous revolving credit facility
during the second quarter of fiscal 2020, we recognized a non-cash charge of
$0.1 million to write-off a portion of unamortized debt origination costs.

Net income and adjusted EBITDA

Net income for fiscal 2021 amounted to $122.8 million, or $1.96 per Common Unit,
compared to $60.8 million, or $0.98 per Common Unit, in fiscal 2020. Earnings
before interest, taxes, depreciation and amortization ("EBITDA") for fiscal 2021
amounted to $296.6 million, compared to $252.1 million for fiscal 2020.

Net income and EBITDA for fiscal 2021 included (i) a $16.0 million loss on debt
extinguishment; (ii) a $4.3 million charge resulting from the Partnership's
withdrawal from a multi-employer pension plan; (iii) a $1.0 million pension
settlement charge; and (iv) a $0.9 million loss on our equity investment in an
unconsolidated affiliate. Net income and EBITDA for fiscal 2020 included (i) a
$1.1 million pension settlement charge and (ii) a loss on debt extinguishment of
$0.1 million. Excluding the effects of these items, as well as the unrealized
non-cash mark-to-market adjustments on derivative instruments in both years,
Adjusted EBITDA amounted to $275.7 million for fiscal 2021, compared to Adjusted
EBITDA of $253.7 million for fiscal 2020.

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 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.



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The following table sets forth our calculations of EBITDA and Adjusted EBITDA:



(Dollars in thousands)                                              Year Ended
                                                         September 25,       September 26,
                                                             2021                2020
Net income                                              $       122,793     $        60,758
Add:
Provision for (benefit from) income taxes                         1,110                (146 )
Interest expense, net                                            68,132              74,727
Depreciation and amortization                                   104,555             116,791
EBITDA                                                          296,590             252,130
Unrealized non-cash (gains) losses on changes in fair
value
  of derivatives                                                (43,121 )               382
Loss on debt extinguishment                                      16,029                 109
Multi-employer pension plan withdrawal charge                     4,317                   -
Pension settlement charge                                           958     

1,051

Equity in earnings of unconsolidated affiliate                      907                   -
Adjusted EBITDA                                         $       275,680     $       253,672



Fiscal year 2020 compared to fiscal year 2019

We are omitting from this section our discussion of the earliest of the three
years of financials included in this Form 10-K. The discussion for fiscal year
2020 compared to fiscal year 2019 can be found in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of
our Annual Report on Form 10-K for the fiscal year ended September 26, 2020,
which was filed with the SEC on November 25, 2020.

Liquidity and capital resources

Cash flow analysis

Operating Activities. Net cash provided by operating activities for fiscal 2021
amounted to $226.6 million, an increase of $17.2 million compared to the prior
year. The increase was primarily attributable to higher earnings (discussed
above), offset to an extent by an increase in working capital compared to the
prior year, which stemmed from the rise in average wholesale propane costs
(discussed above).

Investing Activities. Net cash used in investing activities of $34.1 million for
fiscal 2021 consisted of capital expenditures of $29.9 million (including $15.4
million to support the growth of operations and $14.5 million for maintenance
expenditures), $8.7 million used in the acquisition of a retail propane business
and other investing activities involving Oberon Fuels, Inc. ("Oberon") (see Part
IV, Note 4 of this Annual Report in relation to these transactions), partially
offset by $4.5 million in net proceeds from the sale of property, plant and
equipment.

Net cash used in investing activities of $53.2 million for fiscal 2020 consisted
of capital expenditures of $32.5 million (including $19.1 million to support the
growth of operations and $13.4 million for maintenance expenditures), $25.6
million used in the acquisition of two retail propane businesses and to purchase
a minority stake in Oberon, partially offset by $4.9 million in net proceeds
from the sale of property, plant and equipment.

Financing Activities. Net cash used in financing activities for fiscal 2021 of
$189.8 million reflected the quarterly distribution to Common Unitholders at a
rate of $0.30 per Common Unit paid in respect of the fourth quarter of fiscal
2020, the first and second quarters of fiscal 2021 and the quarterly
distribution at a rate of $0.325 per Common Unit paid in respect of the third
quarter of fiscal 2021. Also reflected in financing activities for 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.

Net cash used in financing activities for fiscal 2020 of $155.4 million
reflected the quarterly distribution 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 two quarters of fiscal 2020, the quarterly distribution at a rate of $0.30
per Common Unit paid in respect of the third quarter of fiscal 2020, net
repayments



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of borrowings under the revolving credit facility of $18.9 million, $2.7 million
of debt issuance costs associated with the credit agreement and other financing
activities of $3.6 million.

Summary of long-term debt and revolving lines of credit

As of September 25, 2021, our long-term debt consisted of $350.0 million in
aggregate principal amount of 5.875% senior notes due March 1, 2027, $650.0
million of the 2031 Senior Notes and $132.0 million outstanding under our $500.0
million senior secured revolving credit facility ("Revolving Credit Facility")
provided by our credit agreement. See Part IV, Note 10 of this Annual Report.

The aggregate amounts of long-term debt maturities subsequent to September 25,
2021 are as follows: fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: $-0-;
fiscal 2025: $132.0 million; fiscal 2026: $-0-; and thereafter: $1,000.0
million.

Partnership Distributions

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.

Pension plan assets and obligations

We have a noncontributory defined benefit pension plan which was originally
designed to cover all of our eligible employees who met certain requirements as
to age and length of service. Effective January 1, 1998, we amended the defined
benefit pension plan to provide benefits under a cash balance formula as
compared to a final average pay formula which was in effect prior to January 1,
1998. Our defined benefit pension plan was frozen to new participants effective
January 1, 2000 and, in furtherance of our effort to minimize future increases
in our benefit obligations, effective January 1, 2003, all future service
credits were eliminated. Therefore, eligible participants will receive interest
credits only toward their ultimate defined benefit under the defined benefit
pension plan. We made contribution payments to the defined benefit pension plan
of $6.3 million, $3.8 million and $5.4 million in fiscal 2021, fiscal 2020 and
fiscal 2019, respectively. As of September 25, 2021 and September 26, 2020, the
plan's projected benefit obligation exceeded the fair value of plan assets by
$25.2 million and $35.2 million, respectively. The net liability recognized in
the consolidated financial statements for the defined benefit pension plan
decreased by $10.0 million during fiscal 2021, which was primarily attributable
to the contributions made during the year, as well as the increase in the
discount rate used to measure the benefit obligation. During fiscal 2022, we
expect to contribute approximately $3.3 million to the defined benefit pension
plan.

Our investment policies and strategies, as set forth in the Investment
Management Policy and Guidelines, are monitored by a Benefits Committee
comprised of five members of management. The Benefits Committee employs a
liability driven investment strategy, which seeks to increase the correlation of
the plan's assets and liabilities to reduce the volatility of the plan's funded
status. The execution of this strategy has resulted in an asset allocation that
is largely comprised of fixed income securities. A liability driven investment
strategy is intended to reduce investment risk and, over the long-term, generate
returns on plan assets that largely fund the annual interest on the accumulated
benefit obligation. For purposes of measuring the projected benefit obligation
as of September 25, 2021 and September 26, 2020, we used a discount rate of
2.50% and 2.125%, respectively, reflecting current market rates for debt
obligations of a similar duration to our pension obligations. With other
assumptions held constant, an increase or decrease of 100 basis points in the
discount rate would have an immaterial impact on net pension and postretirement
benefit costs.

During fiscal 2021, lump sum pension settlement payments of $3.9 million
exceeded the interest and service cost components of the net periodic pension
cost of $2.3 million. As a result, we recorded a non-cash settlement charge of
$1.0 million during fiscal 2021 in order to accelerate recognition of a portion
of cumulative unamortized losses. Similarly, during fiscal 2020, lump sum
pension settlement payments of $3.6 million exceeded the interest and service
cost components of the net periodic pension cost of $2.7 million. As a result,
we recorded a non-cash settlement charge of $1.1 million during fiscal 2020,
also in order to accelerate recognition of a portion of cumulative unamortized
losses. During fiscal 2019, the amount of the pension benefit obligation settled
through lump sum payments did not exceed the settlement threshold (combined
service and interest costs of the net periodic benefit cost); therefore, a
settlement charge was not required to be recognized in that fiscal year. These
unrecognized losses were previously accumulated as a reduction to partners'
capital and were being amortized to expense as part of our net periodic pension
cost.

We also provide postretirement health care and life insurance benefits for
certain retired employees. Partnership employees hired prior to July 1993 and
who retired prior to March 1998 are eligible for postretirement health care and
life insurance benefits if



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they reached a specified retirement age while working for the
Partnership. Effective March 31, 1998, we froze participation in its
postretirement health care benefit plan, with no new retirees eligible to
participate in the plan. All active employees who were eligible to receive
health care benefits under the postretirement plan subsequent to March 1, 1998,
were provided an increase to their accumulated benefits under the cash balance
pension plan. Our postretirement health care and life insurance benefit plans
are unfunded. Effective January 1, 2006, we changed our postretirement health
care plan from a self-insured program to one that is fully insured under which
we pay a portion of the insurance premium on behalf of the eligible
participants.

Contractual and other obligations

The following table summarizes the payments due under our contractual and other obligations known to the September 25, 2021:


(Dollars in thousands)
                                                                                                        Fiscal
                                   Fiscal        Fiscal        Fiscal       Fiscal        Fiscal       2027 and
                                    2022          2023          2024         2025          2026       thereafter
Long-term debt obligations                -             -            -       132,000            -       1,000,000
Interest payments                    60,505        57,799       55,612        54,762       53,062         172,781
Operating lease obligations (a)      36,726        30,568       24,522        20,297       15,585          24,066
Self-insurance obligations (b)       15,847        12,290        9,744         6,323        3,217          17,223
Pension contributions (c)             3,330         3,000        3,000         3,000        3,693          30,500
Other obligations (d)                26,352        10,378        6,388         3,048        2,535          21,319
Total                             $ 142,760     $ 114,035     $ 99,266     $ 219,430     $ 78,092     $ 1,265,889

(a) Payments exclude costs associated with insurance, taxes and maintenance,

which are not significant for operating lease obligations.

(b) The time at which payments are due for our self-insurance obligations is

based on estimates that may differ from when actual payments are made. In

In addition, payments do not reflect amounts recoverable from our

insurance providers, which amount to $ 3.7 million, $ 3.1 million, $ 2.6

million, $ 1.6 million, $ 0.7 million and $ 4.3 million for each of the next

five exercises and beyond, respectively, and are included in the others

assets on the consolidated balance sheet.

(c) The amounts represent the minimum estimated funding needs for our retirement

plan.

(d) These amounts are included in our consolidated balance sheet and mainly

include payments for post-retirement benefits and incentives as well as other

contractual obligations.


Additionally, we have standby letters of credit in the aggregate amount of $56.9
million, in support of retention levels under our casualty insurance programs
and certain lease obligations, which expire periodically through April 30, 2022.

Operating leases

We lease certain property, plant and equipment for various periods under
noncancelable operating leases, including 75% of our vehicle fleet,
approximately 28% of our customer service centers and portions of our
information systems equipment. Rental expense under operating leases was $37.8
million, $31.9 million and $31.3 million for fiscal 2021, 2020 and 2019,
respectively. Future minimum rental commitments under noncancelable operating
lease agreements as of September 25, 2021 are presented in the table above.

Guarantees

Certain of our operating leases, primarily those for transportation equipment
with remaining lease periods scheduled to expire periodically through fiscal
2028, contain residual value guarantee provisions. Under those provisions, we
guarantee that the fair value of the equipment will equal or exceed the
guaranteed amount upon completion of the lease period, or we will pay the lessor
the difference between fair value and the guaranteed amount. 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 we
could be required to make under these leasing arrangements, assuming the
equipment is deemed worthless at the end of the lease term, was approximately
$29.4 million. The fair value of residual value guarantees for outstanding
operating leases was de minimis as of September 25, 2021 and September 26, 2020.

Recently published / adopted accounting position papers

See part IV, note 2 of this annual report.

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