Attachment: 10-Q


sph-ex101_156.htm

Exhibit 10.1

SIXTH AMENDMENT

TO

PENSION PLAN FOR ELIGIBLE EMPLOYEES OF

SUBURBAN PROPANE L.P. AND SUBSIDIARIES

(as Amended and Restated Effective January 1, 2013)

 

 

In accordance with the authorization of Article XI of the Pension Plan for Eligible  Employees of Suburban Propane L.P. and Subsidiaries, said Plan is amended, as set forth herein, for purposes of good faith compliance with the 2017 Required Amendments List and the final hybrid plan regulations, including transitional guidance issued by the Internal Revenue Service.  Any applicable effective dates are incorporated by reference.

FIRST:  Section 1.38 is amended to add the following:

 

For periods after the termination of the Plan, the Periodic Interest Rate shall be equal to the average of the Periodic Interest Rates used under the Plan during the 5-year period ending on the date of the Plan termination. A Periodic Interest Rate that is a variable rate may be rounded to the nearest multiple of 25 basis points, or less, for annual interest crediting periods; for interest crediting periods less frequent than annual, the rounding interval must not exceed a pro-rata portion of 25 basis points. However, the rounding interval may be 1 basis point regardless of the length of the interest crediting period.  For Plan Years beginning on or after January 1, 2012, if the Periodic Interest Rate was less than zero for the prior Plan Year, the Interest Crediting Rate may be assumed to be zero for the current Plan Year and all future Plan Years for the purpose of the accrued benefit requirements under Code Section 411(b)(1)(B).

 

SECOND:  The following is added at the end of Section 5.06:

 

Increases to a Participant's Accrued Benefit required under Code Section 411(b) due to commencement after Normal Retirement Age shall be reflected in the Account as additional interest credits.

 

THIRD:  The following new Section 11.07 is added to Article XI:

 

11.07  Amendment of Periodic Interest Rate:   In the case of an amendment to change the  Periodic Interest Rate from one rate (the “old rate”) to another rate, both of which satisfy the requirements of Regulation § 1.411(b)(5)-1(d), the Periodic Interest Rate will not be deemed to be in excess of market rate of return merely because the Plan provides that the benefit of any Participant who is benefiting under the Plan as of the applicable amendment date will never be less than had the old rate continued, without regard to any additional cash balance credits to the Participant’s account after the applicable amendment date.  In the case of an amendment to replace the Periodic Interest Rate that does not satisfy the requirements of Regulation §1.411(b)(5)-1(d) with rate that does satisfy those requirements, such new rate may be applied to amounts accrued prior to the effective date of the amendment, in accordance with the provisions of Regulation §1.411(b)(5)-1(e )(3)(vi) without violating Code Section 411(d)(6).  An amendment changing the look-back month or stability period used to determine the Periodic

 


 

Interest Rate shall not be treated as reducing Accrued Benefits in violation of Code Section 411(d)(6) merely on account of such amendment provided that (a) if the amendment is effective on or after the adoption date, any interest credited for the one-year period commencing on the date the amendment is effective shall be determined using the pre-amendment look-back month and stability period, if that would result in a greater interest credit, and (b) if  the amendment is adopted with retroactive effect,  the look-back month and stability period will be determined based on the lookback month and stability period that results in the greater interest credits for the period beginning with the effective date and ending one year after the adoption date.

 

FOURTH:In all other respects, the Plan is ratified and approved.


 


 

Intending to be legally bound by the provisions of this Amendment to the Plan, as set forth herein, the duly authorized Members of the Benefits Administration Committee have signed it this 20th day of December, 2019.

 

 

Daniel S. Bloomstein

 

 

 

 

 

Steven C. Boyd

 

 

 

 

 

A. Davin D’Ambrosio

 

 

 

 

 

Michael A. Kuglin

 

 

 

 

 

Sandra N. Zwickel

 

 


sph-ex311_6.htm

 

EXHIBIT 31.1

Certification of the President and Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Stivala, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Supervisors:

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 6, 2020

By:

 

/s/ MICHAEL A. STIVALA

 

 

 

Michael A. Stivala

 

 

 

President and Chief Executive Officer

 

 


sph-ex312_7.htm

 

EXHIBIT 31.2

Certification of the Chief Financial Officer and Chief Accounting Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Kuglin, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Supervisors:

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 6, 2020

By:

 

/s/ MICHAEL A. KUGLIN

 

 

 

Michael A. Kuglin

 

 

 

Chief Financial Officer and Chief Accounting Officer

 

 


sph-ex321_8.htm

 

EXHIBIT 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

In connection with the Quarterly Report of Suburban Propane Partners, L.P. (the “Partnership”) on Form 10-Q for the period ended December 28, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Stivala, President and Chief Executive Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

 

By:

 

/s/ MICHAEL A. STIVALA

 

 

Michael A. Stivala

 

 

President and Chief Executive Officer

 

 

February 6, 2020

 

 


sph-ex322_9.htm

 

EXHIBIT 32.2

Certification of the Chief Financial Officer and Chief Accounting Officer

18 U.S.C. Section 1350, as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Suburban Propane Partners, L.P. (the “Partnership”) on Form 10-Q for the period ended December 28, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Kuglin, Chief Financial Officer and Chief Accounting Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

 

By:

 

/s/ MICHAEL A. KUGLIN

 

 

Michael A. Kuglin

 

 

Chief Financial Officer and Chief Accounting Officer

 

 

February 6, 2020

 

 


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Attachment: XBRL TAXONOMY EXTENSION SCHEMA


sph-20191228_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


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Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE


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Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


sph-20191228_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE