UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2017
 
AmeriGas Partners, L.P.
(Exact name of registrant as specified in its charter)

 

					
 	 	 	 	 	
Delaware	 	1-13692	 	23-2787918	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

	

460 No. Gulph Road, King of Prussia,
Pennsylvania	 	19406	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: 610 337-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	
		
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

		
Emerging growth company	¨	
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.   ¨

Item 2.02 Results of Operations and Financial Condition.
On November 8, 2017 , AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the “Partnership”), issued a press release announcing financial results for the Partnership for the fiscal quarter and year ended September 30, 2017 . A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In its November 8, 2017 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2018. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
On November 9, 2017 , the Partnership will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter and year ended September 30, 2017 .
Presentation materials containing certain historical and forward-looking information relating to the Partnership (the “Presentation Materials”) have been made available on the Partnership’s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Partnership does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:

	
		
99.1	Press Release of AmeriGas Partners, L.P. dated November 8, 2017.	
99.2	Presentation of AmeriGas Partners, L.P. dated November 9, 2017.	

SIGNATURES
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 hereunto duly authorized.

	

 	AmeriGas Partners, L.P.	
 	 	 	
November 9, 2017	By:	 	/s/ G. Gary Garcia	
 	 	 	Name: G. Gary Garcia	
 	 	 	Title: Treasurer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.	

EXHIBIT INDEX
The Following Exhibits Are Furnished:

	
		
EXHIBIT
NO.	DESCRIPTION	
99.1	Press Release of AmeriGas Partners, L.P. dated November 8, 2017.	
99.2	Presentation of AmeriGas Partners, L.P. dated November 9, 2017.	

                                                

     Press Release

AmeriGas Reports Fiscal 2017 Results
Announces $225 million equity commitment from UGI
NOVEMBER 8, 2017

	
 	
VALLEY FORGE, PA - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. ("the Partnership," NYSE: APU), today reported financial results for the fiscal year ended September 30, 2017.
EARNINGS HIGHLIGHTS
		
•	GAAP net income of $162.1 million and adjusted net income of $198.5 million	
		
•	Adjusted EBITDA of $551.3 million , in line with revised guidance issued in May	
"This year presented a challenge as we faced a second consecutive year of exceedingly warm weather that was 13.5% warmer than normal," said Jerry E. Sheridan, president and chief executive officer of AmeriGas. "We met the challenge by implementing our warm weather plan and maintaining a resolute focus on controlling costs and retaining balance sheet capacity. We were pleased to be able to deliver results in line with our revised guidance and I would like to thank the entire AmeriGas family for their outstanding efforts in connection with meeting this challenge.”
Sheridan continued, “We made significant progress on our growth initiatives as reflected in several accomplishments including increasing our distribution and growing our ACE and National Accounts programs to record levels. The technology tools we have deployed in our operations over the past few years ensure that our business has never been better positioned than it is today."
STRATEGIC ACCOMPLISHMENTS
		
•	Advanced the Partnership's efforts in deploying industry-leading technology across our operating footprint that will improve the customer experience and reduce costs	
		
•	Delivered record operating results in ACE and National Accounts programs	
		
•	Completed five tuck-in acquisitions	
		
•	Completed the refinancing of all long-term debt, reducing our average interest rate by more than 100 basis points	
		
•	Increased Partnership distribution for the 13th consecutive year	
EQUITY COMMITMENT FROM UGI
On November 7, the Partnership entered into a $225 million standby equity commitment agreement ("SECA") with UGI Corporation for the potential issuance of Class B common units. Key provisions of the commitment include:
		
•	Commitment period: November 8, 2017 through July 1, 2019	
		
•	Minimum issuance of Class B common units: $50 million	
		
•	Distributions: Paid in cash or additional Class B units	
		
•	Conversion: Convertible into AmeriGas common units at UGI's option in five years and at AmeriGas' option in six years subject to certain conditions	
		
•	IDRs: Not subject to IDRs until conversion to common units	
Although the Partnership does not intend to call on this facility at the present time, this capital commitment provides balance sheet flexibility to continue our strategic initiatives following two historically warm years and underscores the Partnership's commitment to providing long-term value to its investors while maintaining a strong balance sheet.
A report on Form 8-K describing the SECA in greater detail will be filed on November 9, 2017.
2018 OUTLOOK
AmeriGas provided Adjusted EBITDA guidance in the range of $650 - $690 million for the fiscal year ending September 30, 2018. 1 This guidance range assumes normal weather and excludes mark-to-market gains and losses on commodity derivative instruments. Given recent trends in weather, the Partnership determined that using an average of 15 years is a more accurate indicator of normal weather than the previously used 30-year average, and is moving to this metric in fiscal 2018. The 15-year average is approximately 3% warmer than the 30-year average and the impact has been reflected in the Partnership’s guidance for 2018.
1 See Note on Guidance and Use of Forward Looking Statements

1

EARNINGS CALL and WEBCAST
AmeriGas Partners, L.P. will hold a live Internet Audio Webcast of its conference call to discuss fiscal 2017 earnings and other current activities at 9:00 AM ET on Thursday, November 9, 2017. Interested parties may listen to the audio webcast both live and in replay on the Internet at http://investors.amerigas.com/investor-relations/events-presentations or at the company website http://www.amerigas.com under Investor Relations. A telephonic replay will be available from 12:00 PM ET on November 9 through 11:59 PM on November 16. The replay may be accessed at (855) 859-2056, and internationally at 1-404-537-3406, conference ID 5917897.

ABOUT AMERIGAS
AmeriGas is the nation’s largest retail propane marketer, serving approximately two million customers in all 50 states from approximately 1,900 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership and the public owns the remaining 74%. Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com

NOTE ON GUIDANCE and USE OF FORWARD-LOOKING STATEMENTS
Because we are unable to predict certain potentially material items affecting net income on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments, we cannot reconcile 2018 Adjusted EBITDA, a non-GAAP measure, to net income attribute to AmeriGas Partners, L.P., the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. Adjustments that management can reasonably estimate are provided below.

This press release contains certain forward-looking statements that management believes to be reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control. You should read the Partnership’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, political, economic and regulatory conditions in the U.S. and abroad, the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business, our ability to successfully integrate acquisitions and achieve anticipated synergies, and the interruption, disruption, failure, malfunction or breach of our information technology systems, including due to cyber-attack. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

USE OF NON-GAAP MEASURES
The Partnership’s management uses certain non-GAAP financial measures, including adjusted total margin, EBITDA, adjusted EBITDA and adjusted net income (loss) attributable to AmeriGas Partners, L.P., when evaluating the Partnership’s overall performance. These financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.
Management believes earnings before interest, income taxes, depreciation and amortization (“EBITDA”), as adjusted for the effects of gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that competitors do not necessarily have ("Adjusted EBITDA"), is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of Adjusted EBITDA may be different from those used by other companies. Management uses Adjusted EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes, the effects of gains and losses on commodity derivative instruments not associated with current-period transactions or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization, gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that competitors do not necessarily have from Adjusted EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant periods. Management also uses Adjusted EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s Adjusted EBITDA to assess the profitability of the Partnership, which is one of UGI Corporation’s industry segments. UGI Corporation discloses the Partnership’s Adjusted EBITDA as the profitability measure for its domestic propane segment.
Management believes the presentation of other non-GAAP financial measures, comprised of adjusted total margin and adjusted net income (loss) attributable to AmeriGas Partners, L.P., provide useful information to investors to more effectively evaluate the period-over-period results of operations of the Partnership. Management uses these non-GAAP financial measures because they eliminate the impact of (1) gains and losses on commodity derivative instruments that are not associated with current-period transactions and (2) other gains and losses that competitors do not necessarily have to provide insight into the comparison of period-over-period profitability to that of other master limited partnerships.
Reconciliations of adjusted total margin, EBITDA, adjusted EBITDA and adjusted net income attributable to AmeriGas Partners, L.P. to the most directly comparable financial measure calculated and presented in accordance with GAAP are presented at the end of this press release.

2

REPORT OF EARNINGS

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
(Thousands, except per unit and where otherwise indicated)
(Unaudited)

																	
 	 	Three Months Ended
September 30,	 	Twelve Months Ended
September 30,	
 	 	2017	 	2016	 	2017	 	2016	
Revenues:	 	 	 	 	 	 	 	 	
Propane	 	$	379,722		 	$	334,412		 	$	2,183,538		 	$	2,053,160		
Other	 	65,451		 	59,136		 	269,957		 	258,657		
 	 	445,173		 	393,548		 	2,453,495		 	2,311,817		
Costs and expenses:	 	 	 	 	 	 	 	 	
Cost of sales –  propane	 	128,730		 	128,487		 	891,261		 	719,842		
Cost of sales –  other	 	20,335		 	19,684		 	80,611		 	78,857		
Operating and administrative expenses	220,953		 	242,208		 	915,133		 	928,786		
Depreciation	 	43,850		 	35,998		 	147,741		 	146,805		
Amortization	 	10,891		 	10,947		 	42,764		 	43,175		
Other operating income, net	 	(1,086	)	 	(6,173	)	 	(11,873	)	 	(28,252	)	
 	 	423,673		 	431,151		 	2,065,637		 	1,889,213		
Operating income (loss)	 	21,500		 	(37,603	)	 	387,858		 	422,604		
Loss on extinguishments of debt	 	—		 	(11,803	)	 	(59,729	)	 	(48,889	)	
Interest expense	 	(39,630	)	 	(41,426	)	 	(160,226	)	 	(164,095	)	
(Loss) income before income taxes	 	(18,130	)	 	(90,832	)	 	167,903		 	209,620		
Income tax benefit (expense)	 	95		 	3,680		 	(2,034	)	 	1,573		
Net (loss) income including noncontrolling interest	 	(18,035	)	 	(87,152	)	 	165,869		 	211,193		
(Deduct net income) add net loss attributable to noncontrolling interest	 	(196	)	 	324		 	(3,810	)	 	(4,209	)	
Net (loss) income attributable to AmeriGas Partners, L.P.	 	$	(18,231	)	 	$	(86,828	)	 	$	162,059		 	$	206,984		
General partner’s interest in net income attributable to AmeriGas Partners, L.P.	 	$	11,146		 	$	9,564		 	$	45,146		 	$	40,227		
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	 	$	(29,377	)	 	$	(96,392	)	 	$	116,913		 	$	166,757		
Income (loss) per limited partner unit (a)	 	 	 	 	 	 	 	 	
Basic	 	$	(0.32	)	 	$	(1.04	)	 	$	1.25		 	$	1.77		
Diluted	 	$	(0.32	)	 	$	(1.04	)	 	$	1.25		 	$	1.77		
Weighted-average limited partner units outstanding:	 	 	 	 	 	 	
Basic	 	93,011		 	92,962		 	92,996		 	92,949		
Diluted	 	93,011		 	92,962		 	93,050		 	93,023		
SUPPLEMENTAL INFORMATION:	 	 	 	 	 	 	 	 	
Retail gallons sold (millions)	 	183.5		 	181.8		 	1,046.9		 	1,065.5		
Wholesale gallons sold (millions)	 	10.6		 	9.7		 	49.1		 	49.7		
Total margin (b)	 	$	296,108		 	$	245,377		 	$	1,481,623		 	$	1,513,118		
Adjusted total margin (c)	 	$	256,193		 	$	240,969		 	$	1,450,561		 	$	1,447,039		
EBITDA (c)	 	$	76,045		 	$	(2,137	)	 	$	514,824		 	$	559,486		
Adjusted EBITDA (c)	 	$	36,533		 	$	5,302		 	$	551,274		 	$	542,963		
Adjusted net (loss) income attributable to AmeriGas Partners, L.P. (c)	 	$	(57,743	)	 	$	(79,389	)	 	$	198,509		 	$	190,461		
Expenditures for property, plant and equipment:	 	 	 	 	 	 	
Maintenance capital expenditures	 	$	12,180		 	$	15,829		 	$	52,034		 	$	52,104		
Growth capital expenditures	 	$	11,473		 	$	11,392		 	$	46,130		 	$	49,589		

(a)	Income (loss) per limited partner unit is computed in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share as it relates to master limited partnerships. Refer to Note 2 to the consolidated financial statements included in the AmeriGas Partners, L.P. Annual Report on Form 10-K for the fiscal year ended September 30, 2016.	

(b)	Total margin represents "total revenues" less "cost of sales – propane" and "cost of sales – other."	

(c)	The Partnership’s management uses certain non-GAAP financial measures, including adjusted total margin, EBITDA, adjusted EBITDA.	

3

GAAP / NON-GAAP RECONCILIATION
(Thousands)
(Unaudited)

	
																	
 	 	Three Months Ended
September 30,	 	Twelve Months Ended
September 30,	
 	 	2017	 	2016	 	2017	 	2016	
Adjusted total margin:	 	 	 	 	 	 	 	 	
Total revenues	 	$	445,173		 	$	393,548		 	$	2,453,495		 	$	2,311,817		
Cost of sales –  propane	 	(128,730	)	 	(128,487	)	 	(891,261	)	 	(719,842	)	
Cost of sales –  other	 	(20,335	)	 	(19,684	)	 	(80,611	)	 	(78,857	)	
Total margin	 	296,108		 	245,377		 	1,481,623		 	1,513,118		
Subtract net gains on commodity derivative instruments not associated with current-period transactions	 	(39,915	)	 	(4,408	)	 	(31,062	)	 	(66,079	)	
Adjusted total margin	 	$	256,193		 	$	240,969		 	$	1,450,561		 	$	1,447,039		
 	 	 	 	 	 	 	 	 	
Adjusted net income (loss) attributable to AmeriGas Partners, L.P.:	 	 	 	 	 	 	 	 	
Net (loss) income attributable to AmeriGas Partners, L.P.	 	$	(18,231	)	 	$	(86,828	)	 	$	162,059		 	$	206,984		
Subtract net gains on commodity derivative instruments not associated with current-period transactions	 	(39,915	)	 	(4,408	)	 	(31,062	)	 	(66,079	)	
Noncontrolling interest in net gains on commodity derivative instruments not associated with current-period transactions	 	403		 	44		 	238		 	667		
Loss on extinguishments of debt	 	—		 	11,803		 	59,729		 	48,889		
MGP environmental accrual	 	—		 	—		 	7,545		 	—		
Adjusted net (loss) income attributable to AmeriGas Partners, L.P.	 	$	(57,743	)	 	$	(79,389	)	 	$	198,509		 	$	190,461		

	
																	
 	 	Three Months Ended
September 30,	 	Twelve Months Ended
September 30,	
 	 	2017	 	2016	 	2017	 	2016	
EBITDA and Adjusted EBITDA:	 	 	 	 	 	 	 	 	
Net (loss) income attributable to AmeriGas Partners, L.P.	 	$	(18,231	)	 	$	(86,828	)	 	$	162,059		 	$	206,984		
Income tax (benefit) expense	 	(95	)	 	(3,680	)	 	2,034		 	(1,573	)	
Interest expense	 	39,630		 	41,426		 	160,226		 	164,095		
Depreciation	 	43,850		 	35,998		 	147,741		 	146,805		
Amortization	 	10,891		 	10,947		 	42,764		 	43,175		
EBITDA	 	76,045		 	(2,137	)	 	514,824		 	559,486		
Subtract net gains on commodity derivative instruments not associated with current-period transactions	 	(39,915	)	 	(4,408	)	 	(31,062	)	 	(66,079	)	
Noncontrolling interest in net gains on commodity derivative instruments not associated with current-period transactions	 	403		 	44		 	238		 	667		
Loss on extinguishments of debt	 	—		 	11,803		 	59,729		 	48,889		
MGP environmental accrual	 	—		 	—		 	7,545		 	—		
Adjusted EBITDA	 	$	36,533		 	$	5,302		 	$	551,274		 	$	542,963		

The following table includes a quantification of interest expense, income tax expense, depreciation and amortization included in the calculation of forecasted Adjusted EBITDA guidance range for the fiscal year ending September 30, 2018 : 

								
 	Forecast Fiscal Year Ending
September 30, 2018	
 	(Low End)	 	(High End)	
Adjusted EBITDA (estimate)	$	650,000		 	$	690,000		
Interest expense (estimate)	161,000		 	159,000		
Income tax expense (estimate)	3,500		 	3,500		
Depreciation (estimate)	139,000		 	139,000		
Amortization (estimate)	43,000		 	43,000		

4

1 FY 2017 Results and FY 2018 Outlook Jerry E. Sheridan President & CEO 

 

2 About This Presentation AmeriGas Partners | Fiscal 2017 Results This presentation contains certain forward-looking statements that management believes to be reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control. You should read AmeriGas’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of propane, increased customer conservation measures, the impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, political, regulatory and economic conditions in the United States and in foreign countries, the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business, our ability to successfully integrate acquired businesses and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber-attack. AmeriGas undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. In addition, this presentation uses certain non-GAAP financial measures. Please see the appendix for reconciliations of these measures to the most comparable GAAP financial measure. 

 

3 A me riGa s Jerry Sheridan President & CEO, AmeriGas AmeriGas FY 2017 Recap Jerry E. Sheridan President & CEO, AmeriGas 

 

4 • FY17 was 13.5% warmer than normal, 1.3% colder than prior year • FY 17 was 3rd warmest year on record, FY 16 was 2nd warmest • In 2017, temperatures in the critical heating season of January and February were 9% warmer than prior year • Unit margins up ~$0.02 despite 18% increased propane costs • Operating expenses down $21 million, excluding a $7.5 million environmental reserve Adjusted EBITDA is a non-GAAP measure. See appendix for reconciliation. AmeriGas FY17 Earnings Recap $551.2 FY 2016 FY 2017 Adjusted EBITDA ($ in millions) $543.0 $551.3 AmeriGas Partners | Fiscal 2017 Results 

 

5 Growth Drivers and 2018 Outlook National Accounts • Delivered record operating results • Currently serving over 43,000 customer locations Cylinder Exchange • Generated record operating results • Volume up over 8% compared to prior year • Over 50,000 distribution points Acquisitions • Completed 5 acquisitions ~ 6 million gallons annually • More than 50% of funding for acquisitions generated by sale of excess/underutilized assets Growth Initiatives FY 2018 Adjusted EBITDA Guidance • Expect Adjusted EBITDA of $650 - $690 million • Based on normal weather over 15-year period, which is ~3% warmer than previous 30-year period AmeriGas Partners | Fiscal 2017 Results 

 

6 Standby Equity Commitment Agreement • AmeriGas has entered into a standby equity commitment agreement with UGI Corporation • Provides AmeriGas with ability to issue Class B common units to UGI in exchange for cash o $50 million minimum draws o Up to $225 million in total o Draws available through July 1, 2019 • Class B units pay distribution based on a stated yield o 130 basis points over common yield o Payable in cash or Class B units • Class B units are excluded from the IDR waterfall • Provides AmeriGas with balance sheet flexibility to continue with strategic growth investments should it experience another significantly warmer-than-normal winter • AmeriGas does not currently have plans to draw on this commitment AmeriGas Partners | Fiscal 2017 Results 

 

7 APPENDIX 

 

8 • Because we are unable to predict certain potentially material items affecting net income on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments, we cannot reconcile 2018 Adjusted EBITDA, a non-GAAP measure, to net income attribute to AmeriGas Partners, L.P., the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. Adjustments that management can reasonably estimate are provided in the appendix. • The enclosed supplemental information contains a reconciliation of earnings before interest expense, income taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA to Net Income. • EBITDA and Adjusted EBITDA are not measures of performance or financial condition under accounting principles generally accepted in the United States ("GAAP"). Management believes EBITDA and Adjusted EBITDA are meaningful non-GAAP financial measures used by investors to compare the Partnership's operating performance with that of other companies within the propane industry. The Partnership's definitions of EBITDA and Adjusted EBITDA may be different from those used by other companies. • EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss) attributable to AmeriGas Partners, L.P. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. Management uses Adjusted EBITDA to exclude from AmeriGas Partners’ EBITDA gains and losses that competitors do not necessarily have to provide additional insight into the comparison of year- over-year profitability to that of other master limited partnerships. In view of the omission of interest, income taxes, depreciation and amortization, gains and losses on commodity derivative instruments not associated with current-period transactions, and other gains and losses that competitors do not necessarily have from Adjusted EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant periods. Management also uses Adjusted EBITDA to assess the Partnership's profitability because its parent, UGI Corporation, uses the Partnership's Adjusted EBITDA to assess the profitability of the Partnership, which is one of UGI Corporation’s business segments. UGI Corporation discloses the Partnership's Adjusted EBITDA as the profitability measure for its domestic propane segment. AmeriGas Supplemental Footnotes AmeriGas Partners | Fiscal 2017 Results 

 

9 AmeriGas EBITDA and Adjusted EBITDA (Mil l ions of dol lars) EBITDA and Adjusted EBITDA Net income attributable to AmeriGas Partners $ 162.1 $ 207.0 Income tax expense (benefit) Interest Expense Depreciation Amortization EBITDA 514.8 559.5 Subtract net gains on commodity derivative instruments not associated with current-period transactions Loss on extinguishments of debt 59.7 48.9 MGP environmental accrual Noncontrolling interest in gains on commodity derivative instruments not associated with current-period transactions and MGP environmental accrual (a) Adjusted EBITDA $ 551.3 $ 543.0 (a) Includes the impact of rounding. Year Ended September 30, 42.8 43.2 (31.1) (66.1) 2017 2016 2.0 (1.6) 7.50 - 0.4 0.7 160.2 164.1 147.7 146.8 AmeriGas Partners | Fiscal 2017 Results 

 

10 Investor Relations: Will Ruthrauff 610-456-6571 ruthrauffw@ugicorp.com