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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)
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Documents filed as part of this report:
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(1)
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Financial Statements:
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Included under Item 8 are the following financial statements and supplementary data:
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Management’s Annual Report on Internal Control over Financial Reporting
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Report of Independent Registered Public Accounting Firm (on Internal Control over Financial Reporting) - Ernst & Young LLP
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Report of Independent Registered Public Accounting Firm (on Consolidated Financial Statements and Schedules) - Ernst & Young LLP
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Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
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Consolidated Balance Sheets as of September 30, 2016 and 2015
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Consolidated Statements of Operations for the years ended September 30, 2016, 2015 and 2014
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Consolidated Statements of Comprehensive Income for the years ended September 30, 2016, 2015 and 2014
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Consolidated Statements of Cash Flows for the years ended September 30, 2016, 2015 and 2014
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Consolidated Statements of Partners’ Capital for the years ended September 30, 2016, 2015 and 2014
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Notes to Consolidated Financial Statements
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(2)
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Financial Statement Schedules:
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I — Condensed Financial Information of Registrant (Parent Company)
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II — Valuation and Qualifying Accounts for the years ended September 30, 2016, 2015 and 2014
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We have omitted all other financial statement schedules because the required information is (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or notes thereto contained in this report.
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(3)
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List of Exhibits:
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The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing):
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Incorporation by Reference
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Exhibit No.
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Exhibit
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Registrant
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Filing
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Exhibit
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2.1
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Merger and Contribution Agreement among AmeriGas Partners, L.P., AmeriGas Propane, L.P., New AmeriGas Propane, Inc., AmeriGas Propane, Inc., AmeriGas Propane-2, Inc., Cal Gas Corporation of America, Propane Transport, Inc. and NORCO Transportation Company.
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AmeriGas Partners, L.P.
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Registration Statement on Form S-4 (No. 33-92734)
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10.21
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2.2
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Conveyance and Contribution Agreement among AmeriGas Partners, L.P., AmeriGas Propane, L.P. and Petrolane Incorporated.
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AmeriGas Partners, L.P.
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Registration Statement on Form S-4 (No. 33-92734)
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10.22
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2.3
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Contribution and Redemption Agreement, dated October 15, 2011, by and among AmeriGas Partners, L.P., Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P. and Heritage ETC, L.P.
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AmeriGas Partners, L.P.
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Form 8-K (10/15/11)
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2.1
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Incorporation by Reference
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Exhibit No.
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Exhibit
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Registrant
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Filing
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Exhibit
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2.4
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Amendment No. 1, dated as of December 1, 2011, to the Contribution and Redemption Agreement, dated as of October 15, 2011, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage ETC, L.P. and AmeriGas Partners, L.P.
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AmeriGas Partners, L.P.
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Form 8-K
(12/1/11)
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2.1
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2.5
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Amendment No. 2, dated as of January 11, 2012, to the Contribution and Redemption Agreement, dated as of October 15, 2012, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage ETC, L.P. and AmeriGas Partners, L.P.
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AmeriGas Partners, L.P.
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Form 8-K
(1/11/12)
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2.1
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2.6
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Letter Agreement, dated as of January 11, 2012, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage ETC, L.P. and AmeriGas Partners, L.P.
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AmeriGas
Partners, L.P.
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Form 8-K
(1/11/12)
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2.1
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2.7
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Amendment to Contribution and Redemption Agreement, dated as of October 15, 2011, by an among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage ETC, L.P. and AmeriGas Partners, L.P., dated as of March 20, 2013.
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AmeriGas
Partners, L.P.
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Form 10-Q (3/31/13)
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2.1
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3.1
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Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of July 27, 2009.
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AmeriGas Partners, L.P.
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Form 10-Q (6/30/09)
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3.1
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3.2
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Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of March 13, 2012.
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AmeriGas
Partners, L.P.
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Form 8-K
(3/14/12)
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3.1
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3.3
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Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of July 27, 2015.
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AmeriGas Partners, L.P.
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Form 8-K
(7/27/15)
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3.1
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3.4
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Second Amended and Restated Agreement of Limited Partnership of AmeriGas Propane, L.P. dated as of December 1, 2004.
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AmeriGas Partners, L.P.
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Form 10-K (9/30/04)
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3.1(a)
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4.1
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Instruments defining the rights of security holders, including indentures. (The Partnership agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K).
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4.2
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[Intentionally Omitted]
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4.3
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[Intentionally Omitted]
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4.4
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[Intentionally Omitted]
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4.5
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Indenture, dated as of January 12, 2012, among AmeriGas Finance Corp., AmeriGas Finance LLC, AmeriGas Partners, L.P., as guarantor, and U.S. Bank National Association, as trustee.
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AmeriGas
Partners, L.P.
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Form 8-K
(1/12/12)
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4.1
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4.6
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First Supplemental Indenture, dated as of January 12, 2012, among AmeriGas Finance Corp., AmeriGas Finance LLC, AmeriGas Partners, L.P., as guarantor, and U.S. Bank National Association, as trustee.
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AmeriGas Partners, L.P.
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Form 8-K
(1/12/12)
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4.2
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10.1**
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UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014.
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UGI
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Form 10-K
(9/30/16)
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10.25
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10.2**
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UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014 - Terms and Conditions as effective January 1, 2016.
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UGI
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Form 10-K (9/30/16)
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10.26
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10.3**
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UGI Corporation Senior Executive Employee Severance Plan, as amended and restated as of November 16, 2012.
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UGI
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Form 10-Q (6/30/13)
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10.1
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Incorporation by Reference
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Exhibit No.
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Exhibit
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Registrant
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Filing
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Exhibit
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10.4**
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UGI Corporation Executive Employee Severance Plan, as amended and restated as of November 16, 2012.
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UGI
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Form 10-Q (6/30/13)
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10.2
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10.5**
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UGI Corporation Executive Annual Bonus Plan effective as of October 1, 2006, as amended November 16, 2012.
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UGI
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Form 10-Q (3/31/13)
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10.14
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10.6**
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AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. effective July 30, 2010.
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AmeriGas Partners, L.P.
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Form 8-K (7/30/10)
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10.2
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*10.7**
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AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. effective January 1, 2016 - Terms and Conditions.
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10.8**
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AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
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AmeriGas Partners, L.P.
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Form 10-Q (6/30/13)
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10.1
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10.9**
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AmeriGas Propane, Inc. Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
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AmeriGas Partners, L.P.
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Form 10-Q (6/30/13)
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10.2
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10.10**
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AmeriGas Propane, Inc. Executive Annual Bonus Plan, effective as of October 1, 2006, as amended November 15, 2012.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/13)
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10.9
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10.11**
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UGI Corporation 2013 Omnibus Incentive Compensation Plan, effective as of September 5, 2014.
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UGI
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Form 10-K
(9/30/16)
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10.30
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10.12**
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Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for Non Employee Directors, dated January 28, 2016.
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UGI
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Form 10-Q
(3/31/16)
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10.3
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10.13**
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UGI Corporation 2013 Omnibus Incentive Compensation Plan, effective as of September 5, 2014 - Terms and Conditions for Non-Employee Directors effective January 1, 2016.
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UGI
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Form 10-K
(9/30/16)
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10.31
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10.14**
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UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan, as Amended and Restated effective November 22, 2013.
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UGI
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Form 10-Q (3/31/14)
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10.3
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10.15**
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UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated effective July 26, 2016.
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UGI
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10-K
(9/30/16)
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10.29
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10.16**
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UGI Corporation 2009 Deferral Plan, as Amended and Restated, effective January 24, 2014.
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UGI
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Form 10-Q
(3/31/14)
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10.5
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10.17**
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Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Performance Unit Grant Letter for UGI Employees, dated January 1, 2016.
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UGI
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Form 10-Q (3/31/16)
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10.1
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10.18**
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Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Stock Unit Grant Letter for Non Employee Directors, dated January 28, 2016.
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UGI
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Form 10-Q (3/31/16)
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10.2
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10.19**
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Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Letter for UGI Employees, dated January 1, 2016.
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UGI
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Form 10-Q (3/31/16)
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10.4
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10.20**
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Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Letter for AmeriGas Employees, dated January 1, 2016.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/16)
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10.1
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10.21**
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Form of AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter for Employees dated January 1, 2016.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/16)
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10.2
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10.22**
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Form of AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter for Non Employee Directors, dated January 27, 2016.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/16)
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10.3
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Incorporation by Reference
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Exhibit No.
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Exhibit
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Registrant
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Filing
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Exhibit
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10.23**
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AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan, as Amended and Restated, effective November 22, 2013.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/14)
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10.4
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*10.24**
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AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, as Amended and Restated effective July 25, 2016.
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10.25**
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Description of oral compensation arrangement for Mr. John L. Walsh.
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UGI
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Form 10-K (9/30/16)
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10.10
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*10.26**
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Description of oral compensation arrangement for Messrs. Jerry E. Sheridan, Hugh J. Gallagher and Anthony D. Rosback.
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10.27**
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Description of oral compensation arrangement for Ms. Monica M. Gaudiosi.
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UGI
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Form 10-K (9/30/16)
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10.10
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*10.28**
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Summary of Director Compensation of AmeriGas Propane, Inc. dated October 1, 2016.
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10.29**
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Form of Change in Control Agreement Amended and Restated as of May 12, 2008 for Mr. Walsh.
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UGI
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Form 10-Q (6/30/08)
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10.3
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10.30**
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Change in Control Agreement for Mr. Sheridan Amended and Restated as of March 3, 2012.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/12)
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10.6
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10.31**
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Change in Control Agreement for Monica M. Gaudiosi dated as of April 23, 2012.
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UGI
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Form 10-Q (6/30/12)
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10.1
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10.32**
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Form of Change in Control Agreement for Messrs. Hugh J. Gallagher and Anthony D. Rosback.
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AmeriGas Partners, L.P.
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Form 10-K (9/30/13)
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10.39
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10.33**
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Form of Confidentiality and Post-Employment Activities Agreement with AmeriGas Propane, Inc. for Messrs. Hugh J. Gallagher, Jerry E. Sheridan and Anthony D. Rosback.
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AmeriGas Partners, L.P.
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Form 10-K (9/30/09)
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10.29
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10.34
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Trademark License Agreement dated April 19, 1995 among UGI Corporation, AmeriGas, Inc., AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P.
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UGI
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Form 10-K (9/30/10)
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10.37
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10.35
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First Amendment, dated as of November 18, 2015, to Trademark License Agreement, dated April 19, 1995, by and among UGI Corporation, AmeriGas, Inc., AmeriGas Propane, Inc., AmeriGas Partners, L.P., and AmeriGas Propane, L.P.
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AmeriGas Partners, L.P.
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Form 10-K (9/30/15)
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10.40
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10.36
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Trademark License Agreement, dated April 19, 1995 among AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P.
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AmeriGas Partners, L.P.
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Form 10-Q (12/31/10)
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10.1
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10.37
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[Intentionally Omitted]
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10.38
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Contingent Residual Support Agreement dated as of January 12, 2012, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation.
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AmeriGas Partners, L.P.
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Form 8-K (1/11/12)
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10.1
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10.39
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Amendment to Contingent Residual Support Agreement dated as of January 12, 2012, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation, dated as of March 20, 2013.
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AmeriGas Partners, L.P.
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Form 10-Q (3/31/13)
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10.1
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10.40
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Unitholder Agreement, dated as of January 12, 2012, by and among Heritage ETC, L.P., AmeriGas Partners, L.P., and, for limited purposes, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., and Energy Transfer Equity, L.P.
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AmeriGas Partners, L.P.
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Form 8-K
(1/11/12)
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10.2
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Incorporation by Reference
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Exhibit No.
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Exhibit
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Registrant
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Filing
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Exhibit
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10.41
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Amended and Restated Credit Agreement dated as of June 18, 2014 by and among AmeriGas Propane, L.P., as Borrower, AmeriGas Propane, Inc., as Guarantor, Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Book Manager, and the other financial institutions from time to time party thereto.
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AmeriGas Partners, L.P.
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Form 8-K (6/18/14)
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10.1
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10.42
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Amendment to Contingent Residual Support Agreement dated June 20, 2016, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation.
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AmeriGas Partners, L.P.
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Form 8-K (6/20/16)
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10.1
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10.43
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Amendment No. 1 dated as of June 20, 2016 to Amended and Restated Credit Agreement dated June 18, 2014 by and among AmeriGas Propane, L.P., as Borrower, AmeriGas Propane, Inc., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender, Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Book Manager, and the other financial institutions from time to time party thereto.
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AmeriGas Partners, L.P.
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Form 8-K
(6/20/16)
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10.2
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14
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Code of Ethics for principal executive, financial and accounting officers.
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UGI
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Form 10-K (9/30/03)
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14
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*21
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Subsidiaries of the Registrant.
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*23.1
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Consent of Ernst & Young LLP.
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*23.2
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Consent of PricewaterhouseCoopers LLP.
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*31.1
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Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2016 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*31.2
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Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2016 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*32
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Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2016, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*99.1
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UGI Corporation Equity-Based Compensation Information.
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*101.INS
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XBRL Instance
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*101.SCH
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XBRL Taxonomy Extension Schema
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*101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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*101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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*101.LAB
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XBRL Taxonomy Extension Labels Linkbase
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*101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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* Filed herewith.
** As required by Item 15(a)(3), this exhibit is identified as a compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMERIGAS PARTNERS, L.P.
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By:
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AmeriGas Propane, Inc.,
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Its General Partner
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Date:
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November 22, 2016
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By:
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/s/ Hugh J. Gallagher
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Hugh J. Gallagher
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Vice President — Finance and Chief Financial Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on
November 22, 2016
, by the following persons on behalf of the Registrant in the capacities indicated.
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Signature
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Title
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/s/ Jerry E. Sheridan
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President and Chief Executive Officer
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Jerry E. Sheridan
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(Principal Executive Officer) and Director
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/s/ Hugh J. Gallagher
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Vice President - Finance and Chief Financial Officer (Principal Financial Officer)
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Hugh J. Gallagher
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/s/ Laurie A. Bergman
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Controller and Chief Accounting Officer
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Laurie A. Bergman
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(Principal Accounting Officer)
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/s/ John L. Walsh
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Chairman and Director
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John L. Walsh
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/s/ Brian R. Ford
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Director
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Brian R. Ford
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/s/ John R. Hartmann
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Director
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John R. Hartmann
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/s/ William J. Marrazzo
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Director
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William J. Marrazzo
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/s/ Anne Pol
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Director
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Anne Pol
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/s/ Pedro A. Ramos
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Director
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Pedro A. Ramos
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/s/ Marvin O. Schlanger
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Director
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Marvin O. Schlanger
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/s/ K. Richard Turner
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Director
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K. Richard Turner
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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K
YEAR ENDED
SEPTEMBER 30, 2016
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
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Pages
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Financial Statements:
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Financial Statements Schedules:
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For the years ended September 30, 2016, 2015 and 2014:
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We have omitted all other financial statement schedules because the required information is either (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or related notes.
General Partner’s Reports
Financial Statements
The Partnership’s consolidated financial statements and other financial information contained in this Annual Report were prepared by the management of the General Partner, AmeriGas Propane, Inc., which is responsible for their fairness, integrity and objectivity. The consolidated financial statements and related information were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include amounts that are based on management’s best judgments and estimates.
The Audit Committee of the Board of Directors of the General Partner is composed of four members, each of whom is independent and a non-employee director of the General Partner. The Committee is responsible for monitoring and overseeing the financial reporting process, the adequacy of internal accounting controls, the independence and performance of the Partnership’s independent registered accounting firm and internal auditors. The Committee meets regularly, with and without management present, with the independent registered accounting firm and the internal auditors, both of which report directly to the Committee. In addition, the Committee provides regular reports to the Board of Directors.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, management has conducted an assessment, including testing, of the Partnership’s internal control over financial reporting as of
September 30, 2016
, based on criteria established in
Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013 Framework”).
Internal control over financial reporting refers to the process, designed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, and effected by the General Partners’ Board of Directors, to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the General Partner; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changing conditions, or the degree of compliance with the policies or procedures may deteriorate.
Based on its assessment, management has concluded that the Partnership’s internal control over financial reporting was effective as of
September 30, 2016
, based on the COSO 2013 Framework. Ernst & Young LLP, our independent registered public accounting firm, has audited the effectiveness of the Partnership’s internal control over financial reporting as of
September 30, 2016
, as stated in their report, which appears herein.
/s/ Jerry E. Sheridan
Chief Executive Officer
/s/ Hugh J. Gallagher
Chief Financial Officer
/s/ Laurie A. Bergman
Chief Accounting Officer
Report of Independent Registered Public Accounting Firm
The Board of Directors of AmeriGas Propane, Inc. and the Partners of AmeriGas Partners, L.P.:
We have audited AmeriGas Partners, L.P. and subsidiaries’ internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). AmeriGas Partners, L.P. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, AmeriGas Partners, L.P. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AmeriGas Partners, L.P. and subsidiaries as of September 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, cash flows and partners’ capital for each of the two years in the period ended September 30, 2016 and our report dated November 22, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 22, 2016
Report of Independent Registered Public Accounting Firm
The Board of Directors of AmeriGas Propane, Inc. and the Partners of AmeriGas Partners, L.P.:
We have audited the accompanying consolidated balance sheets of AmeriGas Partners, L.P. and subsidiaries as of September 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, cash flows and partners’ capital for each of the two years in the period ended September 30, 2016. Our audits also included the financial statement schedules listed in the Index at Item 15(a). These financial statements and schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AmeriGas Partners, L.P. and subsidiaries at September 30, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the two years in the period ended September 30, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AmeriGas Partners, L.P. and subsidiaries’ internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 22, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 22, 2016
Report of Independent Registered Public Accounting Firm
To the Board of Directors of AmeriGas Propane, Inc. and the Partners of AmeriGas Partners, L.P.:
In our opinion, the consolidated statements of operations, of comprehensive income, of partners’ capital and of cash flows for the year ended September 30, 2014 present fairly, in all material respects, the results of operations and cash flows of AmeriGas Partners, L.P.
and its subsidiaries for the year ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the Index as Item 15(a)(2)for the year ended September 30, 2014 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules
based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 26, 2014
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
15,827
|
|
|
$
|
14,757
|
|
Accounts receivable (less allowances for doubtful accounts of $11,436 and $12,257, respectively)
|
182,665
|
|
|
199,067
|
|
Accounts receivable — related parties
|
2,643
|
|
|
2,360
|
|
Inventories
|
78,823
|
|
|
93,934
|
|
Derivative instruments
|
7,994
|
|
|
—
|
|
Prepaid expenses
|
22,757
|
|
|
21,519
|
|
Insurance indemnification receivable
|
16,818
|
|
|
18,958
|
|
Other current assets
|
16,921
|
|
|
15,766
|
|
Total current assets
|
344,448
|
|
|
366,361
|
|
Property, plant and equipment (less accumulated depreciation and amortization of $1,499,396 and $1,369,733, respectively)
|
1,274,557
|
|
|
1,324,327
|
|
Goodwill
|
1,978,981
|
|
|
1,956,688
|
|
Intangible assets
|
411,319
|
|
|
433,713
|
|
Derivative instruments
|
1,166
|
|
|
—
|
|
Other assets
|
47,299
|
|
|
39,063
|
|
Total assets
|
$
|
4,057,770
|
|
|
$
|
4,120,152
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
Current liabilities:
|
|
|
|
Current maturities of long-term debt
|
$
|
8,475
|
|
|
$
|
9,679
|
|
Short-term borrowings
|
153,200
|
|
|
68,100
|
|
Accounts payable — trade
|
94,007
|
|
|
101,588
|
|
Accounts payable — related parties
|
2,759
|
|
|
445
|
|
Employee compensation and benefits accrued
|
40,793
|
|
|
57,961
|
|
Interest accrued
|
40,106
|
|
|
48,693
|
|
Customer deposits and advances
|
119,319
|
|
|
117,087
|
|
Derivative instruments
|
381
|
|
|
47,507
|
|
Other current liabilities
|
129,415
|
|
|
95,234
|
|
Total current liabilities
|
588,455
|
|
|
546,294
|
|
Long-term debt
|
2,325,334
|
|
|
2,252,257
|
|
Derivative instruments
|
36
|
|
|
7,670
|
|
Other noncurrent liabilities
|
124,736
|
|
|
113,558
|
|
Total liabilities
|
3,038,561
|
|
|
2,919,779
|
|
Commitments and contingencies (Note 12)
|
|
|
|
Partners’ capital:
|
|
|
|
AmeriGas Partners, L.P. partners’ capital:
|
|
|
|
Common unitholders (units issued — 92,923,410 and 92,889,980, respectively)
|
967,073
|
|
|
1,145,291
|
|
General partner
|
17,148
|
|
|
18,925
|
|
Total AmeriGas Partners, L.P. partners’ capital
|
984,221
|
|
|
1,164,216
|
|
Noncontrolling interest
|
34,988
|
|
|
36,157
|
|
Total partners’ capital
|
1,019,209
|
|
|
1,200,373
|
|
Total liabilities and partners’ capital
|
$
|
4,057,770
|
|
|
$
|
4,120,152
|
|
See accompanying Notes to Consolidated Financial Statements.
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of dollars, except per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
Revenues:
|
|
|
|
|
|
Propane
|
$
|
2,053,160
|
|
|
$
|
2,612,401
|
|
|
$
|
3,440,868
|
|
Other
|
258,657
|
|
|
272,921
|
|
|
272,067
|
|
|
2,311,817
|
|
|
2,885,322
|
|
|
3,712,935
|
|
Costs and expenses:
|
|
|
|
|
|
Cost of sales — propane (excluding depreciation shown below)
|
719,842
|
|
|
1,301,167
|
|
|
2,034,592
|
|
Cost of sales — other (excluding depreciation shown below)
|
78,857
|
|
|
86,638
|
|
|
81,982
|
|
Operating and administrative expenses
|
928,786
|
|
|
953,283
|
|
|
963,963
|
|
Depreciation
|
146,805
|
|
|
152,204
|
|
|
154,020
|
|
Amortization
|
43,175
|
|
|
42,676
|
|
|
43,195
|
|
Other operating income, net
|
(28,252
|
)
|
|
(31,355
|
)
|
|
(27,450
|
)
|
|
1,889,213
|
|
|
2,504,613
|
|
|
3,250,302
|
|
Operating income
|
422,604
|
|
|
380,709
|
|
|
462,633
|
|
Loss on extinguishments of debt
|
(48,889
|
)
|
|
—
|
|
|
—
|
|
Interest expense
|
(164,095
|
)
|
|
(162,842
|
)
|
|
(165,581
|
)
|
Income before income taxes
|
209,620
|
|
|
217,867
|
|
|
297,052
|
|
Income tax benefit (expense)
|
1,573
|
|
|
(2,898
|
)
|
|
(2,611
|
)
|
Net income including noncontrolling interest
|
211,193
|
|
|
214,969
|
|
|
294,441
|
|
Less: net income attributable to noncontrolling interest
|
(4,209
|
)
|
|
(3,758
|
)
|
|
(4,548
|
)
|
Net income attributable to AmeriGas Partners, L.P.
|
$
|
206,984
|
|
|
$
|
211,211
|
|
|
$
|
289,893
|
|
General partner’s interest in net income attributable to AmeriGas Partners, L.P.
|
$
|
40,227
|
|
|
$
|
32,469
|
|
|
$
|
26,749
|
|
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.
|
$
|
166,757
|
|
|
$
|
178,742
|
|
|
$
|
263,144
|
|
Income per limited partner unit — basic (Note 2)
|
$
|
1.77
|
|
|
$
|
1.91
|
|
|
$
|
2.82
|
|
Income per limited partner unit — diluted (Note 2)
|
$
|
1.77
|
|
|
$
|
1.91
|
|
|
$
|
2.82
|
|
Average limited partner units outstanding (thousands):
|
|
|
|
|
|
Basic
|
92,949
|
|
|
92,910
|
|
|
92,876
|
|
Diluted
|
93,023
|
|
|
92,977
|
|
|
92,946
|
|
See accompanying Notes to Consolidated Financial Statements.
AMERIGAS PARTNERS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
Net income including noncontrolling interest
|
$
|
211,193
|
|
|
$
|
214,969
|
|
|
$
|
294,441
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
Net gains on derivative instruments
|
—
|
|
|
—
|
|
|
44,203
|
|
Reclassifications of net gains on derivative instruments
|
—
|
|
|
(2,822
|
)
|
|
(56,517
|
)
|
Other comprehensive loss
|
—
|
|
|
(2,822
|
)
|
|
(12,314
|
)
|
Total comprehensive income including noncontrolling interest
|
211,193
|
|
|
212,147
|
|
|
282,127
|
|
Less: comprehensive income attributable to noncontrolling interest
|
(4,209
|
)
|
|
(3,730
|
)
|
|
(4,426
|
)
|
Comprehensive income attributable to AmeriGas Partners, L.P.
|
$
|
206,984
|
|
|
$
|
208,417
|
|
|
$
|
277,701
|
|
See accompanying Notes to Consolidated Financial Statements.
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
September 30,
|
|
2016
|
|
2015
|
|
2014
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net income including noncontrolling interest
|
$
|
211,193
|
|
|
$
|
214,969
|
|
|
$
|
294,441
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
189,980
|
|
|
194,880
|
|
|
197,215
|
|
Provision for uncollectible accounts
|
11,215
|
|
|
15,800
|
|
|
26,403
|
|
Loss on extinguishments of debt
|
48,889
|
|
|
—
|
|
|
—
|
|
Unrealized (gains) losses on derivative instruments
|
(66,079
|
)
|
|
47,841
|
|
|
9,495
|
|
Other, net
|
2,112
|
|
|
(14,754
|
)
|
|
(6,265
|
)
|
Net change in:
|
|
|
|
|
|
Accounts receivable
|
3,963
|
|
|
51,613
|
|
|
(15,246
|
)
|
Inventories
|
15,478
|
|
|
86,198
|
|
|
(22,804
|
)
|
Accounts payable
|
(5,267
|
)
|
|
(52,975
|
)
|
|
(16,643
|
)
|
Other current assets
|
3,895
|
|
|
(10,889
|
)
|
|
2,429
|
|
Other current liabilities
|
7,564
|
|
|
(8,825
|
)
|
|
11,045
|
|
Net cash provided by operating activities
|
422,943
|
|
|
523,858
|
|
|
480,070
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
Expenditures for property, plant and equipment
|
(101,693
|
)
|
|
(102,009
|
)
|
|
(113,934
|
)
|
Proceeds from disposals of assets
|
14,636
|
|
|
23,816
|
|
|
19,931
|
|
Acquisitions of businesses, net of cash acquired
|
(37,560
|
)
|
|
(20,840
|
)
|
|
(15,746
|
)
|
Net cash used by investing activities
|
(124,617
|
)
|
|
(99,033
|
)
|
|
(109,749
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
Distributions
|
(387,659
|
)
|
|
(368,426
|
)
|
|
(346,744
|
)
|
Noncontrolling interest activity
|
(5,378
|
)
|
|
(5,949
|
)
|
|
(5,084
|
)
|
Increase (decrease) in short-term borrowings
|
85,100
|
|
|
(40,900
|
)
|
|
(7,900
|
)
|
Issuance of long-term debt, net of issuance costs
|
1,331,293
|
|
|
—
|
|
|
—
|
|
Repayment of long-term debt, including redemption premiums
|
(1,321,750
|
)
|
|
(11,808
|
)
|
|
(12,272
|
)
|
Proceeds associated with equity based compensation plans, net of tax withheld
|
1,127
|
|
|
3,501
|
|
|
2,499
|
|
Capital contributions from General Partner
|
11
|
|
|
34
|
|
|
25
|
|
Net cash used by financing activities
|
(297,256
|
)
|
|
(423,548
|
)
|
|
(369,476
|
)
|
Cash and cash equivalents increase
|
$
|
1,070
|
|
|
$
|
1,277
|
|
|
$
|
845
|
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
End of year
|
$
|
15,827
|
|
|
$
|
14,757
|
|
|
$
|
13,480
|
|
Beginning of year
|
14,757
|
|
|
13,480
|
|
|
12,635
|
|
Increase
|
$
|
1,070
|
|
|
$
|
1,277
|
|
|
$
|
845
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
Cash paid for interest
|
$
|
167,460
|
|
|
$
|
158,837
|
|
|
$
|
161,518
|
|
See accompanying Notes to Consolidated Financial Statements.
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Thousands of dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Common Units
|
|
Common unitholders
|
|
General
partner
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
Interest
|
|
Total
partners’
capital
|
Balance September 30, 2013
|
92,824,539
|
|
|
$
|
1,354,187
|
|
|
$
|
15,930
|
|
|
$
|
14,986
|
|
|
$
|
1,385,103
|
|
|
$
|
39,034
|
|
|
$
|
1,424,137
|
|
Net income including noncontrolling interest
|
|
|
263,144
|
|
|
26,749
|
|
|
|
|
289,893
|
|
|
4,548
|
|
|
294,441
|
|
Net gains on derivative instruments
|
|
|
|
|
|
|
43,754
|
|
|
43,754
|
|
|
449
|
|
|
44,203
|
|
Reclassification of net gains on derivative instruments
|
|
|
|
|
|
|
(55,946
|
)
|
|
(55,946
|
)
|
|
(571
|
)
|
|
(56,517
|
)
|
Distributions
|
|
|
(319,427
|
)
|
|
(27,317
|
)
|
|
|
|
(346,744
|
)
|
|
(5,084
|
)
|
|
(351,828
|
)
|
Unit-based compensation expense
|
|
|
2,299
|
|
|
|
|
|
|
2,299
|
|
|
|
|
2,299
|
|
Goodwill push-down adjustment associated with prior-year acquisition
|
|
|
|
|
5,073
|
|
|
|
|
5,073
|
|
|
|
|
5,073
|
|
Common Units issued in connection with employee and director plans, net of tax withheld
|
42,665
|
|
|
(943
|
)
|
|
25
|
|
|
|
|
(918
|
)
|
|
|
|
(918
|
)
|
Balance September 30, 2014
|
92,867,204
|
|
|
1,299,260
|
|
|
20,460
|
|
|
2,794
|
|
|
1,322,514
|
|
|
38,376
|
|
|
1,360,890
|
|
Net income including noncontrolling interest
|
|
|
178,742
|
|
|
32,469
|
|
|
|
|
211,211
|
|
|
3,758
|
|
|
214,969
|
|
Reclassification of net gains on derivative instruments
|
|
|
|
|
|
|
(2,794
|
)
|
|
(2,794
|
)
|
|
(28
|
)
|
|
(2,822
|
)
|
Distributions
|
|
|
(334,387
|
)
|
|
(34,039
|
)
|
|
|
|
(368,426
|
)
|
|
(5,305
|
)
|
|
(373,731
|
)
|
Unit-based compensation expense
|
|
|
2,228
|
|
|
|
|
|
|
2,228
|
|
|
|
|
2,228
|
|
Common Units issued in connection with employee plans, net of tax withheld
|
22,776
|
|
|
(552
|
)
|
|
35
|
|
|
|
|
(517
|
)
|
|
|
|
|
(517
|
)
|
Distribution related to common control transaction (Note 13)
|
|
|
|
|
|
|
|
|
—
|
|
|
(644
|
)
|
|
(644
|
)
|
Balance September 30, 2015
|
92,889,980
|
|
|
1,145,291
|
|
|
18,925
|
|
|
—
|
|
|
1,164,216
|
|
|
36,157
|
|
|
1,200,373
|
|
Net income including noncontrolling interest
|
|
|
166,757
|
|
|
40,227
|
|
|
|
|
206,984
|
|
|
4,209
|
|
|
211,193
|
|
Distributions
|
|
|
(345,644
|
)
|
|
(42,015
|
)
|
|
|
|
(387,659
|
)
|
|
(5,417
|
)
|
|
(393,076
|
)
|
Unit-based compensation expense
|
|
|
1,242
|
|
|
|
|
|
|
1,242
|
|
|
|
|
1,242
|
|
General Partner contribution to AmeriGas Propane, L.P.
|
|
|
|
|
|
|
|
|
—
|
|
|
39
|
|
|
39
|
|
Common Units issued in connection with employee and director plans, net of tax withheld
|
33,430
|
|
|
(573
|
)
|
|
11
|
|
|
|
|
(562
|
)
|
|
|
|
(562
|
)
|
Balance September 30, 2016
|
92,923,410
|
|
|
$
|
967,073
|
|
|
$
|
17,148
|
|
|
$
|
—
|
|
|
$
|
984,221
|
|
|
$
|
34,988
|
|
|
$
|
1,019,209
|
|
See accompanying Notes to Consolidated Financial Statements.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Index to Notes:
Note 1 — Nature of Operations
Note 2 — Summary of Significant Accounting Policies
Note 3 — Accounting Changes
Note 4 — Acquisitions
Note 5 — Quarterly Distributions of Available Cash
Note 6 — Debt
Note 7 — Employee Retirement Plans
Note 8 — Inventories
Note 9 — Property, Plant and Equipment
Note 10 — Goodwill and Intangible Assets
Note 11 — Partners’ Capital and Incentive Compensation Plans
Note 12 — Commitments and Contingencies
Note 13 — Related Party Transactions
Note 14 — Other Current Liabilities
Note 15 — Fair Value Measurements
Note 16 — Derivative Instruments and Hedging Activities
Note 17 — Other Operating Income, Net
Note 18 — Quarterly Data (Unaudited)
Note 1 — Nature of Operations
AmeriGas Partners, L.P. (“AmeriGas Partners”) is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary AmeriGas Propane, L.P. (“AmeriGas OLP”). AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, AmeriGas OLP and all of their subsidiaries are collectively referred to herein as “the Partnership” or “we.”
AmeriGas OLP is engaged in the distribution of propane and related equipment and supplies. AmeriGas OLP comprises the largest retail propane distribution business in the United States serving residential, commercial, industrial, motor fuel and agricultural customers in all
50
states.
At
September 30, 2016
, AmeriGas Propane, Inc. (the “General Partner”), an indirect wholly owned subsidiary of UGI Corporation (“UGI”), held a
1%
general partner interest in AmeriGas Partners and a
1.01%
general partner interest in AmeriGas OLP. The General Partner and its wholly owned subsidiary, Petrolane Incorporated (“Petrolane,” a predecessor company of the Partnership), also owns AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding represents publicly held Common Units. Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a
98.99%
limited partner interest in AmeriGas OLP. Effective October 1, 2016, Petrolane was merged with and into the General Partner.
AmeriGas Partners and AmeriGas OLP have
no
employees. Employees of the General Partner conduct, direct and manage our operations. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see
Note 13
).
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.
Certain prior-year amounts have been reclassified to conform to the current-year presentation.
Principles of Consolidation.
The consolidated financial statements include the accounts of AmeriGas Partners, its majority-owned subsidiary AmeriGas OLP, and its
100%
-owned finance subsidiaries AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC. The accounts of the AmeriGas Partners’ majority-owned subsidiary AmeriGas OLP are included based
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
upon the determination that, given the Partnership’s structure, AmeriGas Partners will absorb a majority of AmeriGas OLP’s expected losses, will receive a majority of AmeriGas OLP’s expected residual returns and is AmeriGas OLP’s primary beneficiary. AmeriGas OLP includes the accounts of its wholly owned subsidiaries. We eliminate intercompany accounts and transactions when we consolidate. We account for the General Partner’s
1.01%
interest in AmeriGas OLP as noncontrolling interest in the consolidated financial statements.
Finance Corps.
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are
100%
-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners.
Fair Value Measurements.
The Partnership applies fair value measurements on a recurring and, as otherwise required under GAAP, also on a nonrecurring basis. Fair value in GAAP is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements performed on a recurring basis principally relate to derivative instruments.
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). A level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
|
|
•
|
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
|
|
•
|
Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.
|
|
|
•
|
Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. We evaluate the need for credit adjustments to our derivative instrument fair values. These credit adjustments were not material to the fair values of our derivative instruments.
Derivative Instruments.
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exception under GAAP. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Prior to April 1, 2014, substantially all of our derivative financial instruments were designated and qualified as cash flow hedges. For cash flow hedges, changes in the fair values of derivative instruments are recorded in accumulated other comprehensive income (“AOCI”) or noncontrolling interest, to the extent effective at offsetting changes in the hedged item, until earnings are affected by such hedged item. We discontinue cash flow hedge accounting if the occurrence of the forecasted transaction is determined to be no longer probable. Hedge accounting is also discontinued for derivatives that cease to be highly effective. Effective April 1, 2014, the Partnership determined that on a prospective basis, it would no longer elect cash flow hedge accounting for its commodity derivative instruments. Effective October 1, 2014, the Partnership de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Changes in the fair values of these derivative instruments are reflected in cost of sales on the Consolidated Statements of Operations. Cash flows from derivative instruments are included in cash flows from operating activities.
For a more detailed description of the derivative instruments we use, our accounting for derivatives, our objectives for using them and other information, see
Note 16
.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Revenue Recognition.
Revenues from the sale of propane are recognized principally upon delivery. Revenues from the sale of appliances and equipment are recognized at the later of sale or installation. Revenues from repair or maintenance services are recognized upon completion of services. Revenues from annually billed fees are recorded on a straight-line basis over one year. We present revenue-related taxes collected on behalf of customers and remitted to taxing authorities, principally sales and use taxes, on a net basis.
Accounts Receivable.
Accounts receivable are reported on the Consolidated Balance Sheets at the gross outstanding amount adjusted for an allowance for doubtful accounts. Accounts receivable that are acquired are initially recorded at fair value on the date of acquisition. Provisions for uncollectible accounts are established based upon our collection experience and the assessment of the collectability of specific amounts. Accounts receivable are written off in the period in which the receivable is deemed uncollectible.
Delivery Expenses.
Expenses associated with the delivery of propane to customers (including vehicle expenses, expenses of delivery personnel, vehicle repair and maintenance and general liability expenses) are classified as operating and administrative expenses on the Consolidated Statements of Operations. Depreciation expense associated with delivery vehicles is classified in depreciation on the Consolidated Statements of Operations.
Income Taxes.
AmeriGas Partners and AmeriGas OLP are not directly subject to federal income taxes. Instead, their taxable income or loss is allocated to their individual partners. AmeriGas OLP has corporate subsidiaries which are directly subject to federal and state income taxes. Accordingly, our consolidated financial statements reflect income taxes related to these corporate subsidiaries. Legislation in certain states allows for taxation of partnerships’ income and the accompanying financial statements reflect state income taxes resulting from such legislation. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders. This is a result of (1) differences between the tax basis and financial reporting basis of assets and liabilities and (2) the taxable income allocation requirements of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”) and the Internal Revenue Code.
Comprehensive Income.
Comprehensive income comprises net income and other comprehensive income (loss). Prior to Fiscal 2016, other comprehensive income (loss) principally resulted from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income.
Cash and Cash Equivalents.
All highly liquid investments with maturities of
three months
or less when purchased are classified as cash equivalents.
Inventories.
Our inventories are stated at the lower of cost or net realizable value. We determine cost using an average cost method for propane, specific identification for appliances and the first-in, first-out (“FIFO”) method for all other inventories.
Property, Plant and Equipment and Related Depreciation.
We record property, plant and equipment at cost. The amounts we assign to property, plant and equipment of acquired businesses are based upon estimated fair value at date of acquisition.
We compute depreciation expense on plant and equipment using the straight-line method over estimated service lives generally ranging from
15
to
40
years for buildings and improvements;
6
to
30
years for storage and customer tanks and cylinders; and
3
to
10
years for vehicles, equipment and office furniture and fixtures. Costs to install Partnership-owned tanks at customer locations, net of amounts billed to customers, are capitalized and depreciated over the estimated period of benefit not exceeding
10
years.
We include in property, plant and equipment costs associated with computer software we develop or obtain for use in our business. We amortize computer software costs on a straight-line basis over expected periods of benefit not exceeding
10
years once the installed software is ready for its intended use.
No depreciation expense is included in cost of sales on the Consolidated Statements of Operations.
Segment Information.
We have determined that we have a single reportable operating segment that engages in the distribution of propane and related equipment and supplies.
No
single customer represents
ten
percent or more of consolidated revenues. In addition, substantially all of our revenues are derived from sources within the United States and substantially all of our long-lived assets are located in the United States.
Goodwill and Intangible Assets.
In accordance with GAAP relating to intangible assets, we amortize intangible assets over their estimated useful lives unless we determine their lives to be indefinite. Estimated useful lives of definite-lived intangible assets, consisting of customer relationships and noncompete agreements, do not exceed
15
years. We review definite-lived intangible
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
assets for impairment whenever events or changes in circumstances indicate that the associated carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are not amortized but are tested annually for impairment (and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that they are impaired) and written down to fair value, if impaired.
We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if discrete financial information is prepared and regularly reviewed by segment management. We are required to recognize an impairment charge under GAAP if the carrying amount of the reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. As permitted under GAAP, we assess qualitative factors to determine whether it is more likely than not that the fair value of the Partnership is less than its carrying amount. Among the significant factors considered in performing the qualitative assessment is the market price of AmeriGas Partners Common Units. Based upon this assessment, we determined that it is not more likely than not that the fair value of the Partnership is less than its carrying amount. During the fourth quarter of Fiscal 2016, the Partnership changed the measurement date for performing its annual goodwill impairment test from September 30 to July 31. This voluntary change in accounting principle, applied prospectively, is preferable as it aligns the annual goodwill impairment test date more closely with the Partnership’s internal budgeting process and did not delay, accelerate or avoid an impairment of the Partnership’s goodwill.
There were
no
accumulated impairment losses at
September 30, 2016
and
2015
and
no
provisions for goodwill or other intangible asset impairments were recorded during Fiscal
2016
, Fiscal
2015
or Fiscal
2014
. No amortization expense of intangible assets is included in cost of sales in the Consolidated Statements of Operations. For further information, see
Note 10
.
Impairment of Long-Lived Assets.
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We evaluate recoverability based upon undiscounted future cash flows expected to be generated by such assets. If the undiscounted future cash flows indicate that the recorded amounts are not expected to be recoverable, such long-lived assets are reduced to their estimated fair values. Estimates of fair values are generally based on recent sales of similar assets and other market indicators (Level 2).
No
provisions for impairments were recorded during Fiscal
2016
, Fiscal
2015
or Fiscal
2014
.
Deferred Debt Issuance Costs.
During the fourth quarter of Fiscal 2016, we adopted new accounting guidance regarding the classification of deferred debt issuance costs (see
Note 3
). Deferred debt issuance costs associated with long-term debt are now reflected as a direct deduction from the carrying amount of such debt rather than as a deferred charge. Deferred debt issuance costs associated with line of credit facilities remain classified as other assets on our Consolidated Balance Sheets. We are amortizing deferred debt issuance costs over the terms of the related debt. Total deferred debt issuance costs were
$28,135
and
$23,623
at
September 30, 2016
and
2015
, respectively. As of
September 30, 2016
and
2015
, the Partnership has reflected
$26,625
and
$21,560
, respectively, of such costs as a reduction to long-term debt on the Consolidated Balance Sheets.
Customer Deposits.
We offer certain of our customers prepayment programs which require customers to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated propane purchases. Customer prepayments, in excess of associated billings, are classified as customer deposits and advances on the Consolidated Balance Sheets.
Equity-Based Compensation.
The General Partner may grant Common Unit awards (as further described in
Note 11
) to employees and non-employee directors under its Common Unit plans, and employees of the General Partner may be granted stock options for UGI Common Stock. All of our equity-based compensation is measured at fair value on the grant date, date of modification or end of the period, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity on our Consolidated Balance Sheets. Equity-based compensation costs associated with the portion of Common Unit awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of Common Unit awards classified as liabilities are measured based upon their estimated fair value at the date of grant and remeasured as of the end of each period. For a further description of our equity-based compensation plans and related disclosures, see
Note 11
.
Loss Contingencies Subject to Insurance.
The Partnership is subject to risk of loss for general, automobile and product liability, and workers’ compensation claims for which it obtains insurance coverage under insurance policies that are subject to self-insured retentions or deductibles. In accordance with GAAP, the Partnership establishes reserves for pending legal actions, and for pending and incurred but not reported claims associated with general, automobile and workers’ compensation when it is probable that a
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
liability exists and the amount or range of amounts can be reasonably estimated. When there is a range of possible loss with equal likelihood, liabilities recorded are based upon the low end of the range. The Partnership maintains insurance coverage such that its net exposure for claims covered by insurance would be limited to the self-insured retentions or deductibles, claims above which would be paid by the insurance carrier. For such claims, the Partnership records a receivable related to the amount of the liability expected to be paid by insurance.
Allocation of Net Income.
Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its
1%
general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Partnership Agreement (see
Note 5
).
Net Income (Loss) Per Unit.
Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income (loss) per limited partner unit computations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Net income attributable to AmeriGas Partners, L.P.
|
$
|
206,984
|
|
|
$
|
211,211
|
|
|
$
|
289,893
|
|
Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
|
(42,024
|
)
|
|
(33,845
|
)
|
|
(27,895
|
)
|
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
|
$
|
164,960
|
|
|
$
|
177,366
|
|
|
$
|
261,998
|
|
|
|
|
|
|
|
Weighted average Common Units outstanding — basic (thousands)
|
92,949
|
|
|
92,910
|
|
|
92,876
|
|
Potentially dilutive Common Units (thousands)
|
74
|
|
|
67
|
|
|
70
|
|
Weighted average Common Units outstanding — diluted (thousands)
|
93,023
|
|
|
92,977
|
|
|
92,946
|
|
Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for Fiscal
2016
, Fiscal
2015
and Fiscal
2014
resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by
$0.02
,
$0.02
, and
$0.01
, respectively.
Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans.
Note 3 — Accounting Changes
Adoption of New Accounting Standards
Debt Issuance Costs.
During the fourth quarter of Fiscal 2016, the Partnership adopted new accounting guidance regarding the classification of debt issuance costs. This new guidance amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of a deferred charge. As required by the new guidance, prior period amounts have been reclassified. See
Note 2
under “Deferred Debt Issuance Costs” for a description of the impact on the Consolidated Balance Sheets.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Accounting Standards Not Yet Adopted
Cash Flow Classification.
In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments”. This ASU provides guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017 (Fiscal 2019). Early adoption is permitted. The amendments in the ASU should generally be adopted on a retrospective basis. The Partnership is in the process of assessing the impact on its financial statements from the adoption of the new guidance.
Leases.
In February 2016, the FASB issued ASU No. 2016-02, "Leases." This ASU amends existing guidance to require entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. The new guidance also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Partnership is in the process of assessing the impact on its financial statements from the adoption of the new guidance but anticipates an increase in the recognition of right-of-use assets and lease liabilities.
Consolidation.
In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU provides new guidance regarding whether a reporting entity should consolidate certain types of legal entities including variable interest entities (“VIEs”). Among other things, the new guidance affects the consolidation analysis of reporting entities that are involved with VIEs and requires that, if a single decision maker and its related parties are under common control, the single decision maker consider indirect interests in the entity held through these related parties to be the equivalent of direct interests, in their entirety. In October 2016, the FASB issued ASU No. 2016-17, “Interests Held through Related Parties That Are under Common Control,” to amend this guidance to provide that such indirect interests be considered the equivalent of direct interests, on a proportionate basis.
The Partnership will adopt the consolidation guidance in ASU 2015-02, as amended by ASU 2016-17, beginning with the first quarter of Fiscal 2017 (the three months ending December 31, 2016). The Partnership is in the process of assessing whether ASU 2015-02, as amended, will preclude us from continuing to consolidate AmeriGas OLP. If we cannot continue to consolidate AmeriGas OLP, beginning with the financial statements for the first quarter of Fiscal 2017, AmeriGas Partners’ net investment in AmeriGas OLP will be presented in its financial statements on the equity method of accounting, and such presentation will be applied retrospectively. Under the equity method of accounting, our net investment in AmeriGas OLP will be presented as a single amount on our consolidated balance sheet, and our
98.99%
share of AmeriGas OLP’s net income will be presented as a single amount on our consolidated statement of operations. In addition, our consolidated statement of cash flows will reflect the cash flows of AmeriGas Partners principally comprising cash distributions from AmeriGas OLP, cash receipts and payments associated with AmeriGas Partners’ debt, and distributions to Common Unitholders and the General Partner. We will also provide supplemental unaudited financial information of AmeriGas OLP in future Reports on Form 10-Q and supplemental audited financial statements of AmeriGas OLP in future Annual Reports on Form 10-K, and also include appropriate explanatory information regarding AmeriGas OLP’s results of operations and financial condition, and the impact of AmeriGas OLP on our results of operations and financial condition.
Revenue Recognition.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The guidance provided under this ASU, as amended, supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance is effective for the Partnership for interim and annual periods beginning after December 15, 2017 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption. We have not yet selected a transition method and are currently evaluating the impact of adopting this guidance on our consolidated financial statements.
Note 4 — Acquisitions
During Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, AmeriGas OLP acquired a number of domestic retail propane distribution businesses for total net cash consideration of
$37,560
,
$20,840
and
$15,746
, respectively. In conjunction with these acquisitions, liabilities of
$11,819
in Fiscal
2016
,
$4,160
in Fiscal
2015
and
$4,491
in Fiscal
2014
were incurred. The operating results of these
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
businesses have been included in our operating results from their respective dates of acquisition. The total purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed as follows:
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|
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|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Net current (liabilities) assets
|
$
|
(162
|
)
|
|
$
|
1,609
|
|
|
$
|
136
|
|
Property, plant and equipment
|
9,322
|
|
|
5,880
|
|
|
6,916
|
|
Goodwill
|
24,213
|
|
|
10,940
|
|
|
6,751
|
|
Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively)
|
16,006
|
|
|
7,279
|
|
|
6,434
|
|
Other
|
—
|
|
|
(708
|
)
|
|
—
|
|
Total
|
$
|
49,379
|
|
|
$
|
25,000
|
|
|
$
|
20,237
|
|
The goodwill above results principally from anticipated synergies between the acquired businesses and our existing propane business. The pro forma effects of these transactions were not material.
Note 5 — Quarterly Distributions of Available Cash
The Partnership makes distributions to its partners approximately
45 days
after the end of each fiscal quarter in a total amount equal to its Available Cash (as defined in the Partnership Agreement) for such quarter. Available Cash generally means:
1.
all cash on hand at the end of such quarter, plus
2.
all additional cash on hand as of the date of determination resulting from borrowings after the end of such quarter, less
3.
the amount of cash reserves established by the General Partner in its reasonable discretion.
The General Partner may establish reserves for the proper conduct of the Partnership’s business and for distributions during the next four quarters.
Distributions of Available Cash are made
98%
to limited partners and
2%
to the General Partner (giving effect to the
1.01%
interest of the General Partner in distributions of Available Cash from AmeriGas OLP to AmeriGas Partners) until Available Cash exceeds the Minimum Quarterly Distribution of
$0.55
and the First Target Distribution of
$0.055
per Common Unit (or a total of
$0.605
per Common Unit). When Available Cash exceeds
$0.605
per Common Unit in any quarter, the General Partner will receive a greater percentage of the total Partnership distribution (the “incentive distribution”) but only with respect to the amount by which the distribution per Common Unit to limited partners exceeds
$0.605
.
Quarterly distributions of Available Cash per limited partner unit paid during Fiscal
2016
, Fiscal
2015
and Fiscal
2014
were as follows:
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|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
1st Quarter
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.84
|
|
2nd Quarter
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.84
|
|
3rd Quarter
|
$
|
0.94
|
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
4th Quarter
|
$
|
0.94
|
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
During Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, the Partnership made quarterly distributions to Common Unitholders in excess of
$0.605
per limited partner unit. As a result, the General Partner received a greater percentage of the total Partnership distribution than its aggregate
2%
general partner interest in AmeriGas OLP and AmeriGas Partners. During Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, the total amount of distributions received by the General Partner with respect to its aggregate
2%
general partner ownership interests totaled
$47,432
,
$39,346
and
$32,401
, respectively. Included in these amounts are incentive distributions received by the General Partner during Fiscal
2016
, Fiscal
2015
and Fiscal
2014
of
$38,157
,
$30,357
and
$23,850
, respectively.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Note 6 — Debt
Long-term debt comprises the following at September 30:
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2016
|
|
2015
|
AmeriGas Partners Senior Notes:
|
|
|
|
5.875% due August 2026
|
$
|
675,000
|
|
|
$
|
—
|
|
5.625% due May 2024
|
675,000
|
|
|
—
|
|
7.00%, due May 2022 (a)
|
980,844
|
|
|
980,844
|
|
6.75%, due May 2020
|
—
|
|
|
550,000
|
|
6.50%, due May 2021
|
—
|
|
|
270,001
|
|
6.25%, due August 2019
|
—
|
|
|
450,000
|
|
Heritage Operating, L.P. (“HOLP”) Senior Secured Notes
|
15,241
|
|
|
20,998
|
|
Other
|
14,349
|
|
|
11,653
|
|
Total long-term debt
|
2,360,434
|
|
|
2,283,496
|
|
Less: unamortized debt issuance costs (b)
|
(26,625
|
)
|
|
(21,560
|
)
|
Less: current maturities
|
(8,475
|
)
|
|
(9,679
|
)
|
Total long-term debt due after one year
|
$
|
2,325,334
|
|
|
$
|
2,252,257
|
|
|
|
(a)
|
AmeriGas Partners fully and unconditionally guarantees these senior notes co-issued by AmeriGas Finance Corp. and AmeriGas Finance LLC.
|
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|
(b)
|
Prior-year amounts reflect the retrospective impact from the adoption of new accounting guidance regarding the classification of debt issuance costs (see
Note 2
and
Note 3
).
|
Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows: Fiscal
2017
—
$8,475
; Fiscal
2018
—
$6,753
; Fiscal
2019
—
$6,390
; Fiscal
2020
—
$5,707
; Fiscal
2021
—
$1,558
.
AmeriGas Partners Senior Notes
In June 2016, AmeriGas Partners and AmeriGas Finance Corp. issued in an underwritten offering
$675,000
principal amount of
5.625%
Senior Notes due May 2024 and
$675,000
principal amount of
5.875%
Senior Notes due August 2026 (collectively, the “AmeriGas 2016 Senior Notes”). The AmeriGas 2016 Senior Notes rank equally with AmeriGas Partners’ existing outstanding senior notes. The net proceeds from the issuance of the AmeriGas 2016 Senior Notes were used (1) for the early repayment, pursuant to tender offers and notices of redemption, of all of the outstanding principal amount of AmeriGas Partners’
6.50%
Senior Notes,
6.75%
Senior Notes and
6.25%
Senior Notes, having an aggregate principal balance of
$1,270,001
plus accrued and unpaid interest and early redemption premiums, and (2) for general corporate purposes. During Fiscal 2016, the Partnership recognized a loss of
$48,889
associated with the early repayment of these senior notes, primarily comprising
$38,906
of early redemption premiums and the write-off of
$9,320
of debt issuance costs. The loss is reflected in “Loss on extinguishments of debt” on the Consolidated Statements of Operations.
HOLP Senior Secured Notes
The Partnership’s total long-term debt at September 30,
2016
and
2015
, includes
$15,241
and
$20,998
, respectively, of HOLP Senior Secured Notes including unamortized premium of
$696
and
$2,543
, respectively. The effective interest rate on the HOLP Notes is
6.75%
. The HOLP Senior Secured Notes are collateralized by AmeriGas OLP’s receivables, contracts, equipment, inventory, general intangibles and cash.
AmeriGas OLP Credit Agreement
The AmeriGas Propane Credit Agreement provides for borrowings up to
$525,000
(including a
$125,000
sublimit for letters of credit) and permits AmeriGas OLP to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus
0.50%
or the agent bank’s prime rate, or at a one-week, or one-, two-, three-, or six-month Eurodollar Rate, as defined in the Credit Agreement, plus a margin. Under the Credit Agreement, the applicable margin on base rate borrowings ranges from
0.50%
to
1.50%
; the applicable margin on Eurodollar Rate borrowings ranges from
1.50%
to
2.50%
; and the facility fee ranges from
0.30%
to
0.45%
. The aforementioned margins and facility fees are dependent upon AmeriGas Partners’ ratio of debt
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the Credit Agreement). The AmeriGas Propane Credit Agreement expires in June 2019.
At
September 30, 2016
and
2015
, there were
$153,200
and
$68,100
of borrowings outstanding under the Credit Agreement, which amounts are reflected as short-term borrowings on the Consolidated Balance Sheets. The weighted-average interest rates on borrowings under these credit agreements at
September 30, 2016
and
2015
were
2.79%
and
2.20%
, respectively. Issued and outstanding letters of credit, which reduce available borrowings under these credit agreements, totaled
$67,161
and
$64,655
at
September 30, 2016
and
2015
, respectively.
Restrictive Covenants
The AmeriGas Partners Senior Notes restrict the ability of the Partnership and AmeriGas OLP to, among other things, incur additional indebtedness, make investments, incur liens, issue preferred interests, prepay subordinated indebtedness, and effect mergers, consolidations and sales of assets. Under the Senior Notes indentures, AmeriGas Partners is generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if certain conditions are met. These conditions include:
1.
no event of default exists or would exist upon making such distributions and
2.
the Partnership’s consolidated fixed charge coverage ratio, as defined, is greater than
1.75
-to-1.
If the ratio in item 2 above is less than or equal to
1.75
-to-1, the Partnership may make cash distributions in a total amount not to exceed
$75,000
less the total amount of distributions made during the immediately preceding 16 Fiscal quarters. At
September 30, 2016
, the Partnership was not restricted by the consolidated fixed charge coverage ratio from making cash distributions. See the provisions of the Partnership Agreement relating to distributions of Available Cash in
Note 5
.
The HOLP Senior Secured Notes contain restrictive covenants including the maintenance of financial covenants and limitations on the disposition of assets, changes in ownership, additional indebtedness, restrictive payments and the creation of liens. The financial covenants require AmeriGas OLP to maintain a ratio of Consolidated Funded Indebtedness to Consolidated EBITDA (as defined) below certain thresholds and to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined).
The Credit Agreement restricts the incurrence of additional indebtedness and also restricts certain liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. The Credit Agreement requires that AmeriGas OLP and AmeriGas Partners maintain ratios of total indebtedness to EBITDA, as defined, below certain thresholds. In addition, the Partnership must maintain a minimum ratio of EBITDA to interest expense, as defined and as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result therefrom, AmeriGas OLP is permitted to make cash distributions not more frequently than quarterly in an amount not to exceed available cash, as defined, for the immediately preceding calendar quarter.
At
September 30, 2016
, the amount of net assets of the Partnership’s subsidiaries that was restricted from transfer as a result of the amount of Available Cash, computed in accordance with the Partnership Agreement, applicable debt agreements and AmeriGas OLP’s partnership agreement, totaled approximately $
3,000,000
.
Note 7 — Employee Retirement Plans
The General Partner sponsors a 401(k) savings plan for eligible employees. Participants in the savings plan may contribute a portion of their compensation on a before-tax basis. Generally, employee contributions are matched on a dollar-for-dollar (
100%
) basis up to
5%
of eligible compensation. The cost of benefits under our savings plan was
$10,335
in Fiscal
2016
,
$11,435
in Fiscal
2015
and
$11,237
in Fiscal
2014
.
The General Partner also sponsors a nonqualified deferred compensation plan and a nonqualified supplemental executive retirement plan. These plans provide benefits to executives that would otherwise be provided under the Partnership’s retirement plans but are prohibited due to Internal Revenue Code limits. Costs associated with these plans were not material in Fiscal
2016
, Fiscal
2015
and Fiscal
2014
.
Note 8 — Inventories
Inventories comprise the following at September 30:
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|
|
|
|
|
|
|
|
2016
|
|
2015
|
Propane gas
|
$
|
61,849
|
|
|
$
|
68,076
|
|
Materials, supplies and other
|
11,521
|
|
|
20,354
|
|
Appliances for sale
|
5,453
|
|
|
5,504
|
|
Total inventories
|
$
|
78,823
|
|
|
$
|
93,934
|
|
In addition to inventories on hand, we also enter into contracts to purchase propane to meet a portion of our supply requirements. Generally, these contracts are
one
- to
three
-year agreements subject to annual price and quantity adjustments.
Note 9 — Property, Plant and Equipment
Property, plant and equipment comprise the following at September 30:
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
Land
|
$
|
136,728
|
|
|
$
|
140,129
|
|
Buildings and improvements
|
193,300
|
|
|
190,625
|
|
Transportation equipment
|
262,645
|
|
|
257,454
|
|
Storage facilities
|
262,430
|
|
|
256,854
|
|
Equipment, primarily cylinders and tanks
|
1,682,493
|
|
|
1,636,502
|
|
Other, including work in progress
|
236,357
|
|
|
212,496
|
|
Gross property, plant and equipment
|
2,773,953
|
|
|
2,694,060
|
|
Less accumulated depreciation and amortization
|
(1,499,396
|
)
|
|
(1,369,733
|
)
|
Net property, plant and equipment
|
$
|
1,274,557
|
|
|
$
|
1,324,327
|
|
Note 10 — Goodwill and Intangible Assets
Changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
Balance September 30, 2014
|
$
|
1,945,748
|
|
Acquisitions
|
10,940
|
|
Balance September 30, 2015
|
1,956,688
|
|
Acquisitions
|
24,213
|
|
Purchase price adjustment
|
(1,920
|
)
|
Balance September 30, 2016
|
$
|
1,978,981
|
|
The Partnership’s intangible assets comprise the following at September 30:
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
Customer relationships and noncompete agreements
|
$
|
520,180
|
|
|
$
|
514,333
|
|
Trademarks and tradenames (not subject to amortization)
|
82,944
|
|
|
82,944
|
|
Gross carrying amount
|
603,124
|
|
|
597,277
|
|
Accumulated amortization
|
(191,805
|
)
|
|
(163,564
|
)
|
Intangible assets, net
|
$
|
411,319
|
|
|
$
|
433,713
|
|
Amortization expense of intangible assets was
$38,405
,
$37,905
and
$38,428
in Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, respectively. Estimated amortization expense of intangible assets during the next five fiscal years is as follows: Fiscal
2017
—
$37,248
; Fiscal
2018
—
$35,889
; Fiscal
2019
—
$34,692
; Fiscal
2020
—
$33,510
; Fiscal
2021
—
$31,675
.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Note 11 — Partners’ Capital and Incentive Compensation Plans
In accordance with the Partnership Agreement, the General Partner may, in its sole discretion, cause the Partnership to issue an unlimited number of additional Common Units and other equity securities of the Partnership ranking on a parity with the Common Units.
The General Partner grants equity-based awards to employees and non-employee directors comprising grants of AmeriGas Partners equity instruments as further described below. We recognized total pre-tax equity-based compensation expense of
$4,025
,
$5,635
and
$4,286
in Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, respectively.
Under the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. (“2010 Plan”), the General Partner may award to employees and non-employee directors grants of Common Units (comprising “AmeriGas Stock Units” and “AmeriGas Performance Units”), options, phantom units, unit appreciation rights and other Common Unit-based awards. The total aggregate number of Common Units that may be issued under the 2010 Plan is
2,800,000
. The exercise price for options may not be less than the fair market value on the date of grant. Awards granted under the 2010 Plan may vest immediately or ratably over a period of years, and options can be exercised no later than
ten years
from the grant date. In addition, the 2010 Plan provides that Common Unit-based awards may also provide for the crediting of Common Unit distribution equivalents to participants’ accounts.
AmeriGas Stock Unit and AmeriGas Performance Unit awards entitle the grantee to AmeriGas Partners Common Units or cash once the service condition is met and, with respect to AmeriGas Performance Units, subject to market performance conditions, and for certain awards granted on or after January 1, 2015, actual net customer acquisition and retention performance. Recipients of AmeriGas Performance Units are awarded a target number of AmeriGas Performance Units. The number of AmeriGas Performance Units ultimately paid at the end of the performance period (generally
three years
) may be higher or lower than the target number, or it may be zero. For that portion of Performance Unit awards whose ultimate payout is based upon market-based conditions (as further described below), the number of awards ultimately paid is based upon AmeriGas Partners’ Total Unitholder Return (“TUR”) percentile rank relative to entities in a master limited partnership peer group (“Alerian MLP Group”) and, for certain AmeriGas Performance Awards granted beginning in January 2014, based upon AmeriGas Partners’ TUR relative to the two other publicly traded propane master limited partnerships in the Alerian MLP Group (“Propane MLP Group”). For Performance Unit awards granted on or after January 1, 2015, the number of AmeriGas Performance Units ultimately paid is based upon AmeriGas Partner’s TUR percentile rank relative to entities in the Alerian MLP Group as modified by AmeriGas Partners’ performance relative to the Propane MLP Group.
With respect to AmeriGas Performance Unit awards subject to measurement compared with the Alerian MLP Group, grantees may receive from
0%
to
200%
of the target award granted. For such grants issued on or after January 1, 2013, if AmeriGas Partners’ TUR is below the 25th percentile compared to the peer group, the grantee will not be paid. At the 25th percentile, the employee will be paid an award equal to
25%
of the target award; at the 40th percentile,
70%
; at the 50th percentile,
100%
; at the 60th percentile,
125%
; at the 75th percentile,
162.5%
; and at the 90th percentile or above,
200%
. The actual amount of the award is interpolated between these percentile rankings. For such grants issued on or after January 1, 2015, the amount ultimately paid shall be modified based upon AmeriGas Partners’ TUR ranking relative to the Propane MLP Group over the performance period (“MLP Modifier”). Such modification ranges from
70%
to
130%
, but in no event shall the amount ultimately paid, after such modification, exceed
200%
of the target award grant.
With respect to AmeriGas Performance Unit awards granted in January 2014 subject to measurement compared with the Propane MLP Group, grantees will receive
150%
of the target award if AmeriGas Partners’ TUR exceeds the TUR of all the other members of the Propane MLP Group. Otherwise there will be no payout of such AmeriGas Performance Units. If one of the other two members of the Propane MLP Group ceases to exist as a publicly traded company or declares bankruptcy (“MLP Event”) and, depending upon the timing of such MLP Event, the ultimate amount of such AmeriGas Performance Unit awards to be issued pursuant to the January 2014 grant, and the amount of distribution equivalents to be paid, will depend upon AmeriGas Partners’ TUR rank relative to (1) the Alerian MLP Group for the entire performance period; (2) the Alerian MLP Group for the entire performance period and the Propane MLP Group (through the date of the MLP Event); or (3) the Propane MLP Group through the date of the MLP Event. For those performance awards granted on or after January 1, 2015 that are subject to the MLP Modifier, if an MLP Event were to occur during the performance period such MLP Modifier would be based upon AmeriGas Partners’ TUR rank as determined in (1),(2) or (3) above, as appropriate.
With respect to AmeriGas Performance Unit awards granted in January 2015 whose payout is based upon net customer gain and retention performance, grantees may ultimately receive between
0%
and
200%
of the target award based upon the annual actual
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
net customer gain and retention performance as adjusted for the net customer gain and retention performance over the
three
-year performance period. With respect to AmeriGas Performance Unit awards granted in January 2016 whose payout is based upon net customer gain and retention performance, grantees may ultimately receive between
0%
and
200%
of the target award based upon the actual net customer gain and retention performance over the entire
three
-year performance period.
Any Common Unit distribution equivalents earned are paid in cash. Generally, except in the event of retirement, death or disability, each grant, unless paid, will terminate when the participant ceases to be employed by the General Partner. There are certain change of control and retirement eligibility conditions that, if met, generally result in accelerated vesting or elimination of further service requirements.
Under GAAP, AmeriGas Performance Unit awards that are subject to market-based conditions are equity awards that, if settled in Common Units, result in the recognition of compensation cost over the requisite employee service period regardless of whether the market-based condition is satisfied. The fair values of AmeriGas Performance Units subject to market-based conditions are estimated using a Monte Carlo valuation model. The fair value associated with the target award which will be paid in Common Units, is accounted for as equity, and the fair value of the award over the target, as well as all Common Unit distribution equivalents, which will be paid in cash, is accounted for as a liability. For purposes of valuing AmeriGas Performance Unit awards that are subject to market-based conditions, expected volatility is based on the historical volatility of Common Units over a
three
-year period. The risk-free interest rate is based on the rates on U.S. Treasury bonds at the time of grant. Volatility for all entities in the peer group is based on historical volatility. The expected term of the AmeriGas Performance Unit awards is
three
years based on the performance period. AmeriGas Performance Unit awards whose ultimate payout is based upon net customer acquisition and retention performance measures are recorded as expense when it is probable all or a portion of the award will be paid. The fair value associated with the target award is the market price of the Common Units on the date of grant. The fair value of the award over the target, as well as all Common Unit distribution equivalents, which will be paid in cash, is accounted for as a liability.
The following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards subject to market-based conditions and related compensation costs:
|
|
|
|
|
|
|
|
Grants Awarded in Fiscal Year
|
|
2016
|
|
2015
|
|
2014
|
Risk-free rate
|
1.3%
|
|
0.9%
|
|
0.8%
|
Expected life
|
3 years
|
|
3 years
|
|
3 years
|
Expected volatility
|
20.6%
|
|
19.2%
|
|
21.1%
|
Dividend Yield
|
10.7%
|
|
6.8%
|
|
7.5%
|
The General Partner granted awards under the 2010 Plan representing
73,080
,
80,336
and
86,458
Common Units in Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, respectively, having weighted-average grant date fair values per Common Unit subject to award of
$37.93
,
$61.00
and
$43.34
, respectively. At
September 30, 2016
,
2,348,046
Common Units were available for future award grants under the 2010 Plan.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
The following table summarizes AmeriGas Common Unit-based award activity for Fiscal
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Vested
|
|
Non-Vested
|
|
Number of
Common
Units
Subject to
Award
|
|
Weighted
Average
Grant Date
Fair Value
(per Unit)
|
|
Number of
Common
Units Subject
to Award
|
|
Weighted
Average
Grant Date
Fair Value
(per Unit)
|
|
Number of
Common
Units
Subject to
Award
|
|
Weighted
Average
Grant Date
Fair Value
(per Unit)
|
September 30, 2015
|
192,583
|
|
|
$
|
49.70
|
|
|
46,900
|
|
|
$
|
44.97
|
|
|
145,683
|
|
|
$
|
51.22
|
|
AmeriGas Performance Units:
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
52,495
|
|
|
$
|
37.65
|
|
|
1,267
|
|
|
$
|
37.84
|
|
|
51,228
|
|
|
$
|
37.65
|
|
Forfeited
|
(4,994
|
)
|
|
$
|
54.00
|
|
|
—
|
|
|
$
|
—
|
|
|
(4,994
|
)
|
|
$
|
54.00
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
30,050
|
|
|
$
|
43.65
|
|
|
(30,050
|
)
|
|
$
|
43.65
|
|
Awards paid
|
(34,616
|
)
|
|
$
|
42.44
|
|
|
(34,616
|
)
|
|
$
|
42.44
|
|
|
—
|
|
|
$
|
—
|
|
AmeriGas Stock Units:
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
20,585
|
|
|
$
|
38.65
|
|
|
12,785
|
|
|
$
|
36.69
|
|
|
7,800
|
|
|
$
|
41.85
|
|
Forfeited
|
(800
|
)
|
|
$
|
42.33
|
|
|
—
|
|
|
$
|
—
|
|
|
(800
|
)
|
|
$
|
42.33
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
13,940
|
|
|
$
|
49.94
|
|
|
(13,940
|
)
|
|
$
|
49.94
|
|
Awards paid
|
(14,704
|
)
|
|
$
|
49.94
|
|
|
(14,704
|
)
|
|
$
|
49.94
|
|
|
—
|
|
|
$
|
—
|
|
September 30, 2016
|
210,549
|
|
|
$
|
47.24
|
|
|
55,622
|
|
|
$
|
45.67
|
|
|
154,927
|
|
|
$
|
47.80
|
|
During Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
AmeriGas Performance Unit awards:
|
|
|
|
|
|
Number of Common Units subject to original Awards granted
|
44,800
|
|
|
55,750
|
|
|
41,251
|
|
Fiscal year granted
|
2013
|
|
|
2012
|
|
|
2011
|
|
Payment of awards:
|
|
|
|
|
|
AmeriGas Partners Common Units issued, net of units withheld for taxes
|
23,017
|
|
|
—
|
|
|
—
|
|
Cash paid
|
$
|
1,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
AmeriGas Stock Unit awards:
|
|
|
|
|
|
Number of Common Units subject to original Awards granted
|
20,336
|
|
|
42,532
|
|
|
72,023
|
|
Payment of awards:
|
|
|
|
|
|
AmeriGas Partners Common Units issued, net of units withheld for taxes
|
9,272
|
|
|
21,509
|
|
|
40,842
|
|
Cash paid
|
$
|
370
|
|
|
$
|
789
|
|
|
$
|
1,364
|
|
As of
September 30, 2016
, there was
$1,024
of unrecognized equity-based compensation expense related to non-vested UGI stock options that is expected to be recognized over a weighted-average period of
1.8
years. As of
September 30, 2016
, there was a total of approximately
$1,823
of unrecognized compensation cost associated with
210,549
Common Units subject to award that is expected to be recognized over a weighted-average period of
1.5
years. The total fair values of Common Unit-based awards that vested during Fiscal
2016
, Fiscal
2015
and Fiscal
2014
were
$1,968
,
$2,625
and
$4,100
, respectively. As of
September 30, 2016
and
2015
, total liabilities of
$3,509
and
$3,326
associated with Common Unit-based awards are reflected in employee compensation and benefits accrued and other noncurrent liabilities in the Consolidated Balance Sheets. It is the Partnership’s practice to issue new AmeriGas Partners Common Units for the portion of any Common Unit-based awards paid in AmeriGas Partners Common Units.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Note 12 — Commitments and Contingencies
Commitments
We lease various buildings and other facilities and vehicles, computer and office equipment under operating leases. Certain of the leases contain renewal and purchase options and also contain step-rent provisions. Our aggregate rental expense for such leases was
$73,043
in Fiscal
2016
,
$67,304
in Fiscal
2015
and
$63,055
in Fiscal
2014
.
Minimum future payments under noncancelable operating leases are as follows:
|
|
|
|
|
Year Ending September 30,
|
|
2017
|
$
|
62,168
|
|
2018
|
54,792
|
|
2019
|
49,977
|
|
2020
|
45,846
|
|
2021
|
38,570
|
|
Thereafter
|
103,792
|
|
Total minimum operating lease payments
|
$
|
355,145
|
|
Certain of our operating lease arrangements, primarily vehicle leases with remaining lease terms of
one
to
ten
years, have residual value guarantees. At the end of the lease term, we guarantee that the fair value of the equipment will equal or exceed the guaranteed amount or we will pay the lessors the difference. Although such fair values at the end of the leases have historically exceeded the guaranteed amount, at
September 30, 2016
, the maximum potential amount of future payments under lease guarantees, assuming the leased equipment was deemed worthless at the end of the lease term, was approximately
$42,100
. The fair values of residual lease guarantees were not material at
September 30, 2016
.
The Partnership enters into fixed-price and variable-price contracts with suppliers to purchase a portion of its propane supply requirements. Obligations under these contracts existing at
September 30, 2016
, were not material.
The Partnership also enters into contracts to purchase propane to meet additional supply requirements. Generally, these contracts are
one
- to
three
-year agreements subject to annual price and quantity adjustments.
Contingencies
Purported Class Action Lawsuits.
In connection with the Partnership’s 2012 acquisition of the subsidiaries of Energy Transfer Partners, L.P. (“ETP”) that operated ETP’s propane distribution business (“Heritage Propane”), the Partnership became party to a class action lawsuit that was filed against Heritage Operating, L.P. in 2005 by Alfred L. Williams, II, on behalf of himself and all others similarly situated. The class action lawsuit alleged, among other things, wrongful collection of tank rental payments from legacy customers of People’s Gas, which was acquired by Heritage Propane in 2000. In 2010, the Florida District Court certified the class and in January 2015, the Florida District Court awarded the class approximately
$18,000
. In April 2016, the Partnership appealed the verdict to the Florida Second District Court of Appeals (the “Second DCA”) and, in September 2016, the Second DCA affirmed the verdict without opinion. Prior to the Second DCA’s action in the case, we believed that the likelihood of the Second DCA affirming the Florida District Court’s decision was remote. As a result of the Second DCA’s actions, in September 2016, the Partnership recorded a
$14,950
adjustment to its litigation accrual to reflect the full amount of the award plus associated interest. In October 2016, the Partnership filed a Motion for Written Opinion and for Rehearing En Banc with the Second DCA, which motions are still pending. We believe we have strong arguments to support the aforementioned motions.
Between May and October of 2014, more than
35
purported class action lawsuits were filed in multiple jurisdictions against the Partnership/UGI and a competitor by certain of their direct and indirect customers. The class action lawsuits allege, among other things, that the Partnership and its competitor colluded, beginning in 2008, to reduce the fill level of portable propane cylinders from
17
pounds to
15
pounds and combined to persuade their common customer, Walmart Stores, Inc., to accept that fill reduction, resulting in increased cylinder costs to retailers and end-user customers in violation of federal and certain state antitrust laws. The claims seek treble damages, injunctive relief, attorneys’ fees and costs on behalf of the putative classes. On October 16, 2014, the United States Judicial Panel on Multidistrict Litigation transferred all of these purported class action cases to the Western Division of the United States District Court for the Western District of Missouri (“District Court”). In July 2015, the District Court
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
dismissed all claims brought by direct customers and all claims other than those for injunctive relief brought by indirect customers. The direct customers filed an appeal with the United States Court of Appeals for the Eighth Circuit (“Eighth Circuit”) and in August 2016, the Eighth Circuit affirmed the District Court’s dismissal of the direct customer’s claims against the Partnership/UGI. The direct customers filed a petition requesting an en banc review of the Eighth Circuit decision, which is still pending. The indirect customers filed an amended complaint claiming injunctive relief and state law claims under Wisconsin, Maine and Vermont law. In September 2016, the District Court dismissed the amended complaint in its entirety. The indirect purchasers appealed this decision to the Eighth Circuit, and the appeal is still pending. On July 21, 2016, several new indirect purchaser plaintiffs filed an antitrust class action lawsuit against the Partnership in the Western District of Missouri. The new indirect purchaser class action lawsuit was dismissed in September 2016 and certain indirect purchaser plaintiffs appealed this decision, consolidating their appeal with the indirect purchaser appeal that is pending in the Eighth Circuit. We are unable to reasonably estimate the impact, if any, arising from such litigation. We believe we have strong defenses to the claims and intend to vigorously defend against them.
In addition to the matters described above, there are other pending claims and legal actions arising in the normal course of our businesses. Although we cannot predict the final results of these pending claims and legal actions, we believe, after consultation with counsel, that the final outcome of these matters will not have a material effect on our financial position, results of operations or cash flows.
Note 13 — Related Party Transactions
Pursuant to the Partnership Agreement and a management services agreement, the General Partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of the Partnership. These costs, which totaled
$556,964
in Fiscal
2016
,
$576,135
in Fiscal
2015
, and
$555,401
in Fiscal
2014
, include employee compensation and benefit expenses of employees of the General Partner and general and administrative expenses.
UGI provides certain financial and administrative services to the General Partner. UGI bills the General Partner monthly for all direct and indirect corporate expenses incurred in connection with providing these services and the General Partner is reimbursed by the Partnership for these expenses. The allocation of indirect UGI corporate expenses to the Partnership utilizes a weighted, three-component formula based on the relative percentage of the Partnership’s revenues, operating expenses and net assets employed to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. The General Partner believes that this allocation method is reasonable and equitable to the Partnership. Such corporate expenses totaled
$18,680
in Fiscal
2016
,
$22,624
in Fiscal
2015
and
$20,531
in Fiscal
2014
. In addition, UGI and certain of its subsidiaries provide office space, stop loss medical coverage and automobile liability insurance to the Partnership. The costs related to these items totaled
$2,323
in Fiscal
2016
,
$2,985
in Fiscal
2015
and
$3,989
in Fiscal
2014
.
From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, LLC (“Energy Services”). The price of the purchases is generally based on market price at the time of purchase. Purchases of propane by AmeriGas OLP from Energy Services were not material during Fiscal
2016
,
2015
and
2014
.
In addition, AmeriGas OLP sells propane to affiliates of UGI. Sales of propane to affiliates of UGI totaled
$339
,
$1,216
and
$1,212
during Fiscal
2016
, Fiscal
2015
and Fiscal
2014
, respectively.
Pursuant to an Asset Sale and Purchase Agreement, on October 13, 2014, AmeriGas OLP purchased from UGI HVAC Enterprises, Inc. (“HVAC”), a second-tier, wholly owned subsidiary of UGI, a residential heating, ventilation, air conditioning, plumbing and related services business for
$2,000
cash. Because the transaction was between entities under common control, the purchase price in excess of the carrying value of assets transferred was considered an equity transaction and has been recorded as a distribution in the Consolidated Statements of Partners’ Capital. In connection with this transaction, AmeriGas OLP entered into a Shared Services Agreement (“SSA”) whereby HVAC provides certain accounting and administrative services to the Partnership with respect to the business purchased. Expenses associated with the SSA totaled
$1,025
and
$991
for Fiscal
2016
and Fiscal
2015
, respectively.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
Note 14 — Other Current Liabilities
Other current liabilities comprise the following at September 30:
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
Litigation, property and casualty liabilities
|
$
|
75,415
|
|
|
$
|
40,216
|
|
Taxes other than income taxes
|
10,141
|
|
|
12,950
|
|
Deferred tank fee revenue
|
22,353
|
|
|
22,232
|
|
Other
|
21,506
|
|
|
19,836
|
|
Total other current liabilities
|
$
|
129,415
|
|
|
$
|
95,234
|
|
Note 15 — Fair Value Measurements
Derivative Instruments
The following table presents on a gross basis our derivative assets and liabilities including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy as described in
Note 2
, as of
September 30, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset (Liability)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
September 30, 2016:
|
|
|
|
|
|
|
|
Derivative instruments:
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
—
|
|
|
$
|
13,522
|
|
|
$
|
—
|
|
|
$
|
13,522
|
|
Liabilities:
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
September 30, 2015
|
|
|
|
|
|
|
|
Derivative instruments:
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
—
|
|
|
$
|
1,242
|
|
|
$
|
—
|
|
|
$
|
1,242
|
|
Liabilities:
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
—
|
|
|
$
|
(58,579
|
)
|
|
$
|
—
|
|
|
$
|
(58,579
|
)
|
The fair values of our non-exchange traded commodity derivative contracts included in Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity.
Other Financial Instruments
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At
September 30, 2016
, the carrying amount and estimated fair value of our long-term debt (including current maturities but excluding unamortized debt issuance costs) were
$2,360,434
and
$2,483,565
, respectively. At
September 30, 2015
, the carrying amount and estimated fair value of our long-term debt (including current maturities but excluding unamortized debt issuance costs) were
$2,283,496
and
$2,325,741
, respectively. We estimate the fair value of long-term debt by using current market prices and by discounting future cash flows using rates available for similar type debt (Level 2).
Financial instruments other than derivative instruments, such as short-term investments and trade accounts receivable could expose us to concentrations of credit risk. We limit credit risk from short-term investments by investing only in investment-grade commercial paper, money market mutual funds, securities guaranteed by the U.S. Government or its agencies and FDIC insured
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
bank deposits. The credit risk arising from concentrations of trade accounts receivable is limited because we have a large customer base that extends across many different U.S. markets.
Note 16 — Derivative Instruments and Hedging Activities
The Partnership is exposed to certain market risks associated with its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risks managed by derivative instruments are commodity price risk and interest rate risk. Although we use derivative financial and commodity instruments to reduce market risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes. The use of derivative instruments is controlled by our risk management and credit policies which govern, among other things, the derivative instruments the Partnership can use, counterparty credit limits and contract authorization limits.
Commodity Price Risk
In order to manage market risk associated with the Partnership’s fixed-price programs, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. In addition, the Partnership uses over-the-counter price swap and option contracts to reduce propane price volatility associated with a portion of forecasted propane purchases. In addition, the Partnership from time to time enters into price swap and put option agreements to reduce the effects of short-term commodity price volatility
.
At
September 30, 2016
and
2015
, total volumes associated with propane commodity derivatives totaled
245.4 million
gallons and
345.9 million
gallons, respectively. At
September 30, 2016
, the maximum period over which we are economically hedging propane market price risk is
36
months.
At
September 30, 2016
and 2015, there were
no
amounts remaining in AOCI associated with commodity cash flow hedges.
Interest Rate Risk
Our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”). We account for IRPAs as cash flow hedges. At
September 30, 2016
or
2015
, we had
no
settled or unsettled IRPAs.
Derivative Instruments Credit Risk
The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally comprise major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the forms of letters of credit, parental guarantees or cash. Although we have concentrations of credit risk associated with derivative instruments held by certain derivative instrument counterparties, the maximum amount of loss due to credit risk that, based upon the gross fair values of the derivative instruments, we would incur if these counterparties that make up the concentration failed to perform according to the terms of their contracts was not material at
September 30, 2016
. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At
September 30, 2016
, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.
Offsetting Derivative Assets and Liabilities
Derivative assets and liabilities are presented net by counterparty on our Consolidated Balance Sheets if the right of offset exists. Our derivative instruments comprise over-the-counter transactions. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Certain over-the-counter contracts contain contractual rights of offset through master netting arrangements and contract default provisions. In addition, the contracts are subject to conditional rights of offset through counterparty nonperformance, insolvency, or other conditions.
In general, most of our over-the-counter transactions are subject to collateral requirements. Types of collateral generally include cash or letters of credit. Cash collateral paid by us to our over-the-counter derivative counterparties, if any, is reflected in the table
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
below to offset derivative liabilities. Cash collateral received by us from our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on our Consolidated Balance Sheets with our derivative counterparties are not included in the table below but could reduce our net exposure to such counterparties because such balances are subject to master netting or similar arrangements.
Fair Value of Derivative Instruments
The following table presents our derivative assets and liabilities by type, as well as the effects of offsetting, as of
September 30, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
Derivative assets:
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
Propane contracts
|
$
|
13,522
|
|
|
$
|
1,242
|
|
Total derivative assets - gross
|
13,522
|
|
|
1,242
|
|
Gross amounts offset in the balance sheet
|
(4,362
|
)
|
|
(1,242
|
)
|
Total derivative assets - net
|
$
|
9,160
|
|
|
$
|
—
|
|
Derivative liabilities:
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
Propane contracts
|
$
|
(4,779
|
)
|
|
$
|
(58,579
|
)
|
Total derivative liabilities - gross
|
(4,779
|
)
|
|
(58,579
|
)
|
Gross amounts offset in the balance sheet
|
4,362
|
|
|
1,242
|
|
Cash collateral pledged
|
—
|
|
|
2,160
|
|
Total derivative liabilities - net
|
$
|
(417
|
)
|
|
$
|
(55,177
|
)
|
Effect of Derivative Instruments
The following table provides information on the effects of derivative instruments on the Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for Fiscal
2016
, Fiscal
2015
and Fiscal
2014
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain Recognized in
AOCI and Noncontrolling
Interest
|
|
Gain Reclassified from
AOCI and Noncontrolling
Interest into Income
|
|
Location of Gain
Reclassified from
AOCI and Noncontrolling
Interest into Income
|
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,203
|
|
|
$
|
—
|
|
|
$
|
2,822
|
|
|
$
|
56,517
|
|
|
Cost of sales - propane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
|
Location of Gain (Loss)
Recognized in Income
|
|
|
|
|
|
|
Recognized in Income
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts
|
|
$
|
2,567
|
|
|
$
|
(209,351
|
)
|
|
$
|
(4,863
|
)
|
|
Cost of sales - propane
|
|
|
|
|
For those derivative instruments accounted for as cash flow hedges during Fiscal
2014
, the amounts of derivative gains or losses representing ineffectiveness, and the amounts of gains or losses recognized in income as a result of excluding derivatives from ineffectiveness testing, were not material.
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
We are also a party to a number of contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders, contracts that provide for the purchase and delivery of propane and service contracts that require the counterparty to provide commodity storage or transportation service to meet our normal sales commitments. Although certain of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold.
Note 17 — Other Operating Income, Net
Other operating income, net, comprises the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
Gains on sales of fixed assets
|
$
|
8,062
|
|
|
$
|
14,260
|
|
|
$
|
6,524
|
|
Finance charges
|
15,201
|
|
|
12,665
|
|
|
17,459
|
|
Other
|
4,989
|
|
|
4,430
|
|
|
3,467
|
|
Total other operating income, net
|
$
|
28,252
|
|
|
$
|
31,355
|
|
|
$
|
27,450
|
|
Note 18 — Quarterly Data (Unaudited)
The following unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments with the exception of those indicated below) which we consider necessary for a fair presentation unless otherwise indicated. Our quarterly results fluctuate because of the seasonal nature of our propane business and also reflect unrealized gains and losses on commodity derivative instruments used to economically hedge commodity price risk (see Note 16).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016 (a)
|
|
2015
|
|
2016 (a) (b)
|
|
2015
|
Revenues
|
$
|
644,098
|
|
|
$
|
888,792
|
|
|
$
|
827,487
|
|
|
$
|
1,100,317
|
|
|
$
|
446,684
|
|
|
$
|
477,977
|
|
|
$
|
393,548
|
|
|
$
|
418,236
|
|
Operating income (loss)
|
$
|
124,121
|
|
|
$
|
2,340
|
|
|
$
|
289,882
|
|
|
$
|
371,681
|
|
|
$
|
46,204
|
|
|
$
|
15,635
|
|
|
$
|
(37,603
|
)
|
|
$
|
(8,947
|
)
|
Loss on extinguishments of debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(37,086
|
)
|
|
$
|
—
|
|
|
$
|
(11,803
|
)
|
|
$
|
—
|
|
Net income (loss) including noncontrolling interest
|
$
|
82,186
|
|
|
$
|
(39,564
|
)
|
|
$
|
248,786
|
|
|
$
|
329,779
|
|
|
$
|
(32,627
|
)
|
|
$
|
(25,441
|
)
|
|
$
|
(87,152
|
)
|
|
$
|
(49,805
|
)
|
Net income (loss) attributable to AmeriGas Partners, L.P.
|
$
|
80,973
|
|
|
$
|
(39,571
|
)
|
|
$
|
245,908
|
|
|
$
|
326,055
|
|
|
$
|
(33,069
|
)
|
|
$
|
(25,578
|
)
|
|
$
|
(86,828
|
)
|
|
$
|
(49,695
|
)
|
Income (loss) per limited partner unit (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.77
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.74
|
|
|
$
|
2.18
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.62
|
)
|
Diluted
|
$
|
0.77
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.74
|
|
|
$
|
2.17
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.62
|
)
|
|
|
(a)
|
Includes loss on extinguishments of debt which increased net loss including noncontrolling interest and net loss attributable to AmeriGas Partners, L.P. by
$37,086
and
$11,803
for the quarters ended June 30, 2016 and September 30, 2016, respectively (see Note 6).
|
|
|
(b)
|
Includes increase in litigation accrual which increased operating loss by
$14,950
and net loss attributable to AmeriGas Partners, L.P. by
$14,799
(see
Note 12
).
|
|
|
(c)
|
Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see
Note 2
) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarter ended March 31 as follows:
|
AmeriGas Partners and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of dollars, except per unit amounts and where indicated otherwise)
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
Quarter ended:
|
|
2016
|
|
2015
|
Decrease in income per limited partner unit
|
|
$
|
(0.79
|
)
|
|
$
|
(1.23
|
)
|
AMERIGAS PARTNERS, L.P.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2016
|
|
2015
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash
|
$
|
11,662
|
|
|
$
|
8,842
|
|
Accounts receivable — related party
|
—
|
|
|
499
|
|
Total current assets
|
11,662
|
|
|
9,341
|
|
Investment in AmeriGas Propane, L.P.
|
3,317,856
|
|
|
3,434,114
|
|
Other assets
|
56
|
|
|
56
|
|
Total assets
|
$
|
3,329,574
|
|
|
$
|
3,443,511
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and other liabilities
|
$
|
2,005
|
|
|
$
|
604
|
|
Accrued interest (including related party accrued interest)
|
39,198
|
|
|
47,662
|
|
Total current liabilities
|
41,203
|
|
|
48,266
|
|
Long-term debt (a)
|
2,304,150
|
|
|
2,231,029
|
|
Commitments and contingencies
|
|
|
|
|
|
Partners’ capital:
|
|
|
|
Common unitholders
|
967,073
|
|
|
1,145,291
|
|
General partner
|
17,148
|
|
|
18,925
|
|
Total partners’ capital
|
984,221
|
|
|
1,164,216
|
|
Total liabilities and partners’ capital
|
$
|
3,329,574
|
|
|
$
|
3,443,511
|
|
|
|
(a)
|
Includes related-party long-term debt comprising
$980,844
principal amount of
7.00%
notes due May 2022.
|
Commitments and Contingencies
There are no scheduled principal repayments of long-term debt during the next five fiscal years. AmeriGas Partners fully and unconditionally guarantees
$980,844
principal amount of
7.00%
Senior Notes due May 2022 co-issued by AmeriGas Finance Corp. and AmeriGas Finance LLC.
AMERIGAS PARTNERS, L.P.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars, except per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30,
|
|
2016
|
|
2015
|
|
2014
|
Operating expenses, net
|
$
|
(255
|
)
|
|
$
|
(1,517
|
)
|
|
$
|
(258
|
)
|
Loss on extinguishments of debt
|
(48,889
|
)
|
|
—
|
|
|
—
|
|
Interest expense (including related party interest expense)
|
(156,350
|
)
|
|
(155,510
|
)
|
|
(155,510
|
)
|
Loss before income taxes
|
(205,494
|
)
|
|
(157,027
|
)
|
|
(155,768
|
)
|
Income tax (benefit) expense
|
—
|
|
|
(6
|
)
|
|
6
|
|
Loss before equity in income of AmeriGas Propane, L.P.
|
(205,494
|
)
|
|
(157,021
|
)
|
|
(155,774
|
)
|
Equity in income of AmeriGas Propane, L.P.
|
412,478
|
|
|
368,232
|
|
|
445,667
|
|
Net income attributable to AmeriGas Partners
|
206,984
|
|
|
211,211
|
|
|
289,893
|
|
Equity in other comprehensive loss of AmeriGas Propane, L.P.
|
—
|
|
|
(2,794
|
)
|
|
(12,192
|
)
|
Comprehensive income attributable to AmeriGas Partners
|
$
|
206,984
|
|
|
$
|
208,417
|
|
|
$
|
277,701
|
|
General partner’s interest in net income attributable to AmeriGas Partners
|
$
|
40,227
|
|
|
$
|
32,469
|
|
|
$
|
26,749
|
|
Limited partners’ interest in net income attributable to AmeriGas Partners
|
$
|
166,757
|
|
|
$
|
178,742
|
|
|
$
|
263,144
|
|
Income per limited partner unit — basic and diluted
|
$
|
1.77
|
|
|
$
|
1.91
|
|
|
$
|
2.82
|
|
Average limited partner units outstanding — basic (thousands)
|
92,949
|
|
|
92,910
|
|
|
92,876
|
|
Average limited partner units outstanding — diluted (thousands)
|
93,023
|
|
|
92,977
|
|
|
92,946
|
|
AMERIGAS PARTNERS, L.P.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30,
|
|
2016
|
|
2015
|
|
2014
|
NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
|
$
|
371,536
|
|
|
$
|
368,987
|
|
|
$
|
348,704
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
Contributions to AmeriGas Propane, L.P.
|
(3,900
|
)
|
|
—
|
|
|
—
|
|
Net cash used by investing activities
|
(3,900
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
Distributions
|
(387,659
|
)
|
|
(368,426
|
)
|
|
(346,744
|
)
|
Issuance of long-term debt
|
1,331,293
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
(1,309,588
|
)
|
|
—
|
|
|
—
|
|
Proceeds associated with equity based compensation plans, net of tax withheld
|
1,127
|
|
|
3,501
|
|
|
2,499
|
|
Capital contribution from General Partner
|
11
|
|
|
34
|
|
|
25
|
|
Net cash used by financing activities
|
(364,816
|
)
|
|
(364,891
|
)
|
|
(344,220
|
)
|
Increase in cash and cash equivalents
|
$
|
2,820
|
|
|
$
|
4,096
|
|
|
$
|
4,484
|
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
End of year
|
$
|
11,662
|
|
|
$
|
8,842
|
|
|
$
|
4,746
|
|
Beginning of year
|
8,842
|
|
|
4,746
|
|
|
262
|
|
Increase
|
$
|
2,820
|
|
|
$
|
4,096
|
|
|
$
|
4,484
|
|
|
|
(a)
|
Includes cash distributions received from AmeriGas Propane, L.P. of
$530,912
,
$519,885
and
$498,204
for the years ended
September 30, 2016
,
2015
and
2014
, respectively.
|
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
beginning
of year
|
|
Charged
to costs and
expenses
|
|
Other
|
|
Balance at
end of
year
|
|
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
$
|
12,257
|
|
|
$
|
11,215
|
|
|
$
|
(12,036
|
)
|
(1)
|
$
|
11,436
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
$
|
17,681
|
|
|
$
|
15,800
|
|
|
$
|
(21,224
|
)
|
(1)
|
$
|
12,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
18,552
|
|
|
$
|
26,403
|
|
|
$
|
(27,274
|
)
|
(1)
|
$
|
17,681
|
|
|
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
EXHIBIT INDEX
|
|
|
|
Exhibit No.
|
|
Description
|
10.7
|
|
AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. effective January 1, 2016 - Terms and Conditions.
|
|
|
|
10.24
|
|
AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, as Amended and Restated effective July 25, 2016.
|
|
|
|
10.26
|
|
Description of oral compensation arrangement for Messrs. Jerry E. Sheridan, Hugh J. Gallagher, and Anthony D. Rosback.
|
|
|
|
10.28
|
|
Summary of Director Compensation of AmeriGas Propane, Inc. dated October 1, 2016.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
32
|
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
99.1
|
|
UGI Corporation Equity-Based Compensation Information.
|
|
|
|
101.INS
|
|
XBRL Instance
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
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