AMERIGAS PARTNERS LP (Form: 10-Q, Received: 05/09/2014 14:45:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-13692

AMERIGAS PARTNERS, L.P.

(Exact name of registrant as specified in its charters)



Delaware		23-2787918
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

460 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

(610) 337-7000

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

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

At April 30, 2014 , there were 92,866,796 Common Units of AmeriGas Partners, L.P. outstanding.

Table of Contents

AMERIGAS PARTNERS, L.P.

TABLE OF CONTENTS



		PAGES
Part I Financial Information

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2014, September 30, 2013 and March 31, 2013		1

Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2014 and 2013		2

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2014 and 2013		3

Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2014 and 2013		4

Condensed Consolidated Statements of Partners’ Capital for the six months ended March 31, 2014 and 2013		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4. Controls and Procedures		21

Part II Other Information

Item 1. Legal Proceedings		22

Item 1A. Risk Factors		22

Item 6. Exhibits		22

Signatures		24

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AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(Thousands of dollars)



	March 31, 2014		September 30, 2013		March 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	38,461	$	12,635	$	123,112
Accounts receivable (less allowances for doubtful accounts of $29,176, $18,552 and $23,836, respectively)	568,306		290,701		435,509
Accounts receivable - related parties	2,016		1,509		1,231
Inventories	185,545		158,928		159,902
Derivative financial instruments	8,824		18,036		3,121
Prepaid expenses and other current assets	13,064		18,883		16,238
Total current assets	816,216		500,692		739,113
Property, plant and equipment (less accumulated depreciation and amortization of $1,245,916, $1,231,688 and $1,153,328, respectively)	1,401,449		1,437,514		1,474,013
Goodwill	1,934,585		1,933,929		1,914,827
Intangible assets, net	478,139		496,328		516,320
Other assets	39,291		41,383		42,481
Total assets	$	4,669,680	$	4,409,846	$	4,686,754
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Current maturities of long-term debt	$	9,817	$	12,014	$	26,333
Bank loans	198,000		116,900		115,900
Accounts payable - trade	230,173		170,705		237,920
Accounts payable - related parties	1,548		1,071		1,010
Customer deposits and advances	53,217		128,122		76,549
Derivative financial instruments	120		135		6,970
Other current liabilities	181,476		188,027		180,859
Total current liabilities	674,351		616,974		645,541
Long-term debt	2,286,222		2,288,097		2,294,048
Other noncurrent liabilities	78,814		80,638		85,581
Total liabilities	3,039,387		2,985,709		3,025,170
Commitments and contingencies (note 6)
Partners’ capital:
AmeriGas Partners, L.P. partners’ capital:
Common unitholders (units issued - 92,866,796, 92,824,539 and 92,816,905, respectively)	1,559,217		1,354,187		1,607,807
General partner	18,006		15,930		18,498
Accumulated other comprehensive income (loss)	11,934		14,986		(6,115		)
Total AmeriGas Partners, L.P. partners’ capital	1,589,157		1,385,103		1,620,190
Noncontrolling interest	41,136		39,034		41,394
Total partners’ capital	1,630,293		1,424,137		1,661,584
Total liabilities and partners’ capital	$	4,669,680	$	4,409,846	$	4,686,754

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(Thousands of dollars, except per unit amounts)



	Three Months Ended March 31,						Six Months Ended March 31,
	2014			2013			2014			2013
Revenues:
Propane	$	1,421,423		$	1,098,382		$	2,391,725		$	1,895,441
Other	72,200			77,825			147,724			157,413
	1,493,623			1,176,207			2,539,449			2,052,854
Costs and expenses:
Cost of sales - propane (excluding depreciation shown below)	867,213			594,128			1,429,661			1,023,691
Cost of sales - other (excluding depreciation shown below)	18,255			18,282			38,514			40,803
Operating and administrative expenses	281,318			265,298			518,866			508,815
Depreciation	38,353			37,607			79,856			75,930
Amortization	10,804			11,022			21,623			22,050
Other income, net	(7,242		)	(7,635		)	(13,686		)	(15,806		)
	1,208,701			918,702			2,074,834			1,655,483
Operating income	284,922			257,505			464,615			397,371
Interest expense	(42,046		)	(41,776		)	(83,636		)	(82,972		)
Income before income taxes	242,876			215,729			380,979			314,399
Income tax benefit (expense)	74			52			(1,357		)	(575		)
Net income	242,950			215,781			379,622			313,824
Deduct net income attributable to noncontrolling interest	(2,847		)	(2,573		)	(4,621		)	(3,951		)
Net income attributable to AmeriGas Partners, L.P.	$	240,103		$	213,208		$	375,001		$	309,873

General partner’s interest in net income attributable to AmeriGas Partners, L.P.	$	7,794		$	6,384		$	14,534		$	11,603
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.	$	232,309		$	206,824		$	360,467		$	298,270
Income per limited partner unit - basic and diluted:
Basic	$	1.71		$	1.56		$	2.85		$	2.49
Diluted	$	1.71		$	1.56		$	2.84		$	2.49
Average limited partner units outstanding (thousands):
Basic	92,883			92,830			92,867			92,827
Diluted	92,934			92,895			92,940			92,901

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(Thousands of dollars)



	Three Months Ended March 31,						Six Months Ended March 31,
	2014			2013			2014			2013
Net income	$	242,950		$	215,781		$	379,622		$	313,824
Other comprehensive income (loss):
Net gains (losses) on derivative instruments	11,105			(2,221		)	45,347			(4,914		)
Reclassifications of net (gains) losses on derivative instruments	(35,154		)	25,526			(48,427		)	42,750
Other comprehensive (loss) income	(24,049		)	23,305			(3,080		)	37,836
Total comprehensive income	218,901			239,086			376,542			351,660
Deduct comprehensive income attributable to noncontrolling interest	(2,630		)	(2,808		)	(4,593		)	(4,333		)
Comprehensive income attributable to AmeriGas Partners, L.P.	$	216,271		$	236,278		$	371,949		$	347,327

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Thousands of dollars)



	Six Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	379,622		$	313,824
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	101,479			97,980
Provision for uncollectible accounts	19,837			9,637
Other, net	10,194			1,063
Net change in:
Accounts receivable	(297,853		)	(181,130		)
Inventories	(26,553		)	3,844
Accounts payable	59,944			66,494
Other current assets	4,525			3,278
Other current liabilities	(83,895		)	(99,840		)
Net cash provided by operating activities	167,300			215,150
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment	(51,009		)	(54,438		)
Proceeds from disposals of assets	6,496			3,189
Acquisitions of businesses, net of cash acquired	(1,933		)	—
Net cash used by investing activities	(46,446		)	(51,249		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions	(168,450		)	(158,592		)
Noncontrolling interest activity	(2,491		)	(2,391		)
Increase in bank loans	81,100			66,000
Repayments of long-term debt	(4,600		)	(7,337		)
Proceeds associated with equity-based compensation plans, net of tax withheld	(598		)	1,419
Capital contributions from General Partner	11			10
Net cash used by financing activities	(95,028		)	(100,891		)
Cash and cash equivalents increase	$	25,826		$	63,010
CASH AND CASH EQUIVALENTS:
End of period	$	38,461		$	123,112
Beginning of period	12,635			60,102
Increase	$	25,826		$	63,010

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(unaudited)

(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
For the six months ended March 31, 2014:
Balance September 30, 2013	92,824,539	$	1,354,187		$	15,930		$	14,986		$	1,385,103		$	39,034		$	1,424,137
Net income		360,467			14,534						375,001			4,621			379,622
Net gains on derivative instruments								44,886			44,886			461			45,347
Reclassification of net gains on derivative instruments								(47,938		)	(47,938		)	(489		)	(48,427		)
Distributions		(155,981		)	(12,469		)				(168,450		)	(2,491		)	(170,941		)
Unit-based compensation expense		1,487									1,487						1,487
Common Units issued in connection with incentive compensation plans, net of tax withheld	42,257	(943		)	11						(932		)				(932		)
Balance March 31, 2014	92,866,796	$	1,559,217		$	18,006		$	11,934		$	1,589,157		$	41,136		$	1,630,293

	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
For the six months ended March 31, 2013:
Balance September 30, 2012	92,801,347	$	1,455,702		$	16,975		$	(43,569	)	$	1,429,108		$	39,452		$	1,468,560
Net income		298,270			11,603						309,873			3,951			313,824
Net losses on derivative instruments								(4,864		)	(4,864		)	(50		)	(4,914		)
Reclassification of net losses on derivative instruments								42,318			42,318			432			42,750
Distributions		(148,502		)	(10,090		)				(158,592		)	(2,391		)	(160,983		)
Unit-based compensation expense		2,406									2,406						2,406
Common Units issued in connection with incentive compensation plans, net of tax withheld	15,558	(69		)	10						(59		)				(59		)
Balance March 31, 2013	92,816,905	$	1,607,807		$	18,498		$	(6,115	)	$	1,620,190		$	41,394		$	1,661,584

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)


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”) and prior to its merger with AmeriGas OLP on July 1, 2013 (the “Merger”), AmeriGas OLP’s principal operating subsidiary Heritage Operating, L.P. (“HOLP”). AmeriGas OLP after the Merger, and AmeriGas OLP and HOLP prior to the Merger, are referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and its subsidiaries are collectively referred to herein as the “Partnership” or “we.”

The Operating Partnership is engaged in the distribution of propane and related equipment and supplies. The Operating Partnership 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 March 31, 2014 , 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 owned 23,756,882 AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding at March 31, 2014, comprise 69,109,914 publicly held Common Units of which 12,867,362 Common Units are held by a subsidiary of Energy Transfer Partners, L.P. (“ETP”) as a result of the January 12, 2012, acquisition of substantially all of ETP’s propane operations (the “Heritage Acquisition”). The Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 98.99% limited partner interest in AmeriGas OLP. In January 2014, ETP sold 9,200,000 of the Common Units it held in an underwritten public offering, pursuant to its registration rights in its unitholder agreement. AmeriGas Partners did not receive any proceeds from the sale of the Common Units by ETP.

AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. Prior to the Merger, the General Partner provided management and administrative services to Heritage Operating GP, LLC (“HOLP GP”), the general partner of HOLP, under a management services agreement. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 5 ).


2 .	Significant Accounting Policies

The condensed 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 AmeriGas Partners’ majority-owned subsidiary AmeriGas OLP are included based 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 all significant 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 condensed consolidated financial statements.

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. The 6.75% and 7.00% Senior Notes were co-issued by AmeriGas Finance Corp. and AmeriGas Finance LLC and are fully and unconditionally guaranteed on a senior unsecured basis by AmeriGas Partners.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They include all adjustments which we consider necessary for a fair statement of the results for the interim periods presented. Such adjustments consist only of normal recurring items unless otherwise disclosed. The September 30, 2013 , condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (“Partnership’s 2013 Annual Financial Statements and Notes”). Weather significantly impacts demand for propane and profitability because many customers use propane for heating purposes. Due to the seasonal nature of the Partnership’s propane business, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

Allocation of Net Income Attributable to AmeriGas Partners. 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 Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”).

Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income 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 per limited partner unit computations:



	Three Months Ended March 31,						Six Months Ended March 31,
	2014			2013			2014			2013
Net income attributable to AmeriGas Partners, L.P.	$	240,103		$	213,208		$	375,001		$	309,873
Adjust for theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs	(81,389		)	(68,099		)	(110,727		)	(78,523		)
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs	$	158,714		$	145,109		$	264,274		$	231,350
Weighted average Common Units outstanding—basic (thousands)	92,883			92,830			92,867			92,827
Potentially dilutive Common Units (thousands)	51			65			73			74
Weighted average Common Units outstanding—diluted (thousands)	92,934			92,895			92,940			92,901

Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the three months ended March 31, 2014 and 2013 , 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 $0.79 and $0.66 , respectively. Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the six months ended March 31, 2014 and 2013 , 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 $1.04 and $0.72 , respectively.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

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.

Comprehensive Income . Comprehensive income comprises net income and other comprehensive income. Other comprehensive income principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income. For information regarding the amounts and line items on the Condensed Consolidated Statements of Operations associated with reclassification from accumulated other comprehensive income (“AOCI”), see Note 8.

Reclassifications. Certain prior period amounts have been reclassified to conform to current period presentation.

Use of Estimates. 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.

3 . Accounting Changes

Adoption of New Accounting Standards

Disclosures about Reclassifications Out of Accumulated Other Comprehensive Income . During the three months ended December 31, 2013, the Partnership adopted new accounting guidance regarding disclosures for items reclassified out of AOCI. The disclosures required by the new accounting guidance are included in the notes to the condensed consolidated financial statements. The new disclosures are applied prospectively. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position.

Disclosures about Offsetting Assets and Liabilities. During the three months ended December 31, 2013, the Partnership adopted new accounting guidance requiring entities to disclose both gross and net information about recognized derivative instruments that are offset on the balance sheet as a result of an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The new disclosures are applied retroactively for all periods presented. The required disclosures are included in Note 7 to the condensed consolidated financial statements. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position.


4 .	Goodwill and Intangible Assets

The Partnership’s goodwill and intangible assets comprise the following:



	March 31, 2014			September 30, 2013			March 31, 2013
Goodwill (not subject to amortization)	$	1,934,585		$	1,933,929		$	1,914,827
Intangible assets:
Customer relationships and noncompete agreements	$	513,716		$	512,665		$	505,365
Trademarks and tradenames (not subject to amortization)	82,944			82,944			91,100
Gross carrying amount	596,660			595,609			596,465
Accumulated amortization	(118,521		)	(99,281		)	(80,145		)
Intangible assets, net	$	478,139		$	496,328		$	516,320

We amortize customer relationship and noncompete agreement intangible assets over their estimated periods of benefit which do not exceed 15 years . Amortization expense of intangible assets was $9,610 and $19,240 and for the three and six months ended March 31, 2014 and $9,832 and $19,676 for the three and six months ended March 31, 2013 . No amortization is included in cost of sales in the Condensed Consolidated Statements of Operations. As of March 31, 2014 , our expected aggregate amortization expense of intangible assets for the remainder of Fiscal 2014 and the next four fiscal years is as follows: remainder of Fiscal 2014 — $19,240 ; Fiscal 2015 — $37,309 ; Fiscal 2016 — $36,018 ; Fiscal 2017 — $33,853 ; Fiscal 2018 — $32,493 .

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)


5 .	Related Party Transactions

Pursuant to the Partnership Agreement and, prior to the Merger, a management services agreement among HOLP GP, HOLP and the General Partner, the General Partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf. These costs, which totaled $155,414 and $150,705 for the three months ended March 31, 2014 and 2013 , respectively, and $299,950 and $290,502 for six months ended March 31, 2014 and 2013 , respectively, 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 $7,463 and $6,864 , during the three months ended March 31, 2014 and 2013, respectively, and $10,957 and $10,756 during the six months ended March 31, 2014 and 2013, respectively. 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 $1,084 and $1,062 for the three months ended March 31, 2014 and 2013 , respectively, and $2,215 and $2,626 for the six months ended March 31, 2014 and 2013 , respectively.

From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, Inc. (“Energy Services”). In addition, the Partnership sells propane to Energy Services and certain other affiliates of UGI. Such amounts were not material during the periods presented.


6 .	Commitments and Contingencies

Federal Trade Commission Investigation of Propane Grill Cylinder Filling Practices. On or about November 4, 2011, the General Partner received notice that the Federal Trade Commission (“FTC”) had initiated an antitrust and consumer protection investigation into certain practices of the Partnership which relate to the filling of portable propane cylinders. On February 2, 2012, the Partnership received a Civil Investigative Demand from the FTC that requested documents and information concerning, among other things, (i) the Partnership’s decision, in 2008, to reduce the volume of propane in cylinders it sells to consumers from 17 pounds to 15 pounds, and (ii) cross-filling, related service arrangements and communications regarding the foregoing with competitors. The Partnership responded to that subpoena and cooperated with subsequent requests for information. On March 27, 2014, the FTC issued an administrative complaint against the Partnership and UGI alleging that the General Partner and one of its competitors colluded in 2008 to persuade its joint customer, Walmart Stores, Inc., to accept the cylinder fill reduction from 17 pounds to 15 pounds. The complaint does not seek monetary remedies. The Partnership and UGI filed their Answer to the complaint on April 18, 2014 and believe that they have good defenses to the FTC’s claims. We are unable to reasonably estimate the impact, if any, arising from this claim.

In addition to the matter 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 consolidated financial position, results of operations or cash flows.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)


7 .	Fair Value Measurements

Derivative Financial Instruments

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of March 31, 2014 , September 30, 2013 and March 31, 2013 :



	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
March 31, 2014:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	9,337		$	—	$	9,337
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(215	)	$	—	$	(215	)
September 30, 2013:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	18,252		$	—	$	18,252
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(135	)	$	—	$	(135	)
March 31, 2013:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	4,256		$	—	$	4,256
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(6,970	)	$	—	$	(6,970	)

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 March 31, 2014 , the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,296,039 and $2,482,558 , respectively. At March 31, 2013 , the carrying amount and estimated fair value of our long-term debt (including

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

current maturities) were $2,320,381 and $2,504,903 , 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).

We have financial instruments such as short-term investments and trade accounts receivable which could expose us to concentrations of credit risk. We limit our credit risk from short-term investments by investing only in investment-grade commercial paper and U.S. Government securities. The credit risk from trade accounts receivable is limited because we have a large customer base which extends across many different U.S. markets.

Disclosures about Offsetting Derivative Assets and Liabilities

Derivative assets and liabilities are presented net by counterparty on our Condensed Consolidated Balance Sheets if the right of offset exists. Our derivative financial instruments principally comprise propane over-the-counter swap and option contracts. 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, contracts may be 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. Any cash collateral paid by us to our derivative counterparties is reflected in the table below to offset derivative liabilities. Any cash collateral received by us from our counterparties is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on our Condensed Consolidated Balance Sheets with our derivative counterparties are not included in the tables below but would reduce our net exposure to such counterparties because they are subject to master netting or similar arrangements.




	Gross Amounts Recognized			Gross Amounts Offset in the Balance Sheet			Net Amounts Presented in the Balance Sheet
March 31, 2014:
Derivative assets	$	9,895		$	(654	)	$	9,241
Derivative liabilities	$	(773	)	$	654		$	(119	)

September 30, 2013:
Derivative assets	$	19,621		$	(1,369	)	$	18,252
Derivative liabilities	$	(1,504	)	$	1,369		$	(135	)

March 31, 2013:
Derivative assets	$	6,795		$	(2,539	)	$	4,256
Derivative liabilities	$	(9,509	)	$	2,539		$	(6,970	)


8 .	Disclosures about Derivative Instruments and Hedging Activities

The Partnership is exposed to certain market risks related to its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risk currently managed by derivative instruments is commodity price risk for propane. 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. Because a substantial portion of our derivative instruments generally qualify as hedges under GAAP, we expect that changes in the fair value of derivative instruments used to manage commodity or interest rate market risk would be substantially offset by gains or losses on the associated anticipated transactions.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

Commodity Price Risk

In order to manage market risk associated with the Partnership’s fixed-price programs, which permit customers to lock in the prices they pay for propane principally during the months of October through March, the Partnership uses over-the-counter derivative commodity instruments, principally price swap and option contracts. At March 31, 2014 and 2013 , there were 110.0 million gallons and 121.3 million gallons, respectively, of propane hedged with over-the-counter price swap and option contracts. At March 31, 2014 , the maximum period over which we are hedging propane market price risk is 18 months with a weighted average of 7 months. In addition, the Partnership from time to time enters into price swap and option agreements to reduce short-term commodity price volatility which are generally not designated as hedges for accounting purposes.

During the periods presented in the financial statements, we accounted for a significant portion of our commodity price risk contracts as cash flow hedges. Changes in the fair values of contracts qualifying for cash flow hedge accounting are recorded in AOCI and noncontrolling interest, to the extent effective in offsetting changes in the underlying commodity price risk, until earnings are affected by the hedged item. At March 31, 2014 , the amount of net gains associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months based upon current fair values is $11,448 .

Derivative Financial 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 consist of 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. We have concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. Although we have concentrations of credit risk, the maximum amount of loss due to credit risk that we would incur if these counterparties comprising the concentration failed to perform according to the terms of their contracts was not material at March 31, 2014 , based upon the fair values of such derivative instruments. 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 March 31, 2014 , if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of March 31, 2014 and 2013 :



	Derivative Assets					Derivative (Liabilities)
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
	Balance Sheet Location	2014		2013		Balance Sheet Location	2014			2013
Derivatives Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments and other assets	$	9,337	$	4,256	Derivative financial instruments and other noncurrent liabilities	$	(215	)	$	(6,970	)
Derivatives Not Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments	—		—		Derivative financial instruments	—			—
Total Derivatives		$	9,337	$	4,256		$	(215	)	$	(6,970	)

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and six months ended March 31, 2014 and 2013 :



Three Months Ended March 31,
	Gain (Loss) Recognized in AOCI and Noncontrolling Interest					Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income					Location of Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2014		2013			2014		2013
Cash Flow Hedges:
Propane contracts	$	11,105	$	(2,221	)	$	35,154	$	(25,526	)	Cost of sales - propane

	Gain (Loss)										Location of Gain (Loss) Recognized in Income
	Recognized in Income										Location of Gain (Loss) Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2014		2013
Propane contracts	$	—	$	—							Cost of sales - propane

Six Months Ended March 31,
	Gain (Loss) Recognized in AOCI and Noncontrolling Interest					Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income					Location of Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2014		2013			2014		2013
Cash Flow Hedges:
Propane contracts	$	45,347	$	(4,914	)	$	48,427	$	(42,750	)	Cost of sales - propane


	Gain (Loss)										Location of Gain (Loss) Recognized in Income
	Recognized in Income										Location of Gain (Loss) Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2014		2013
Propane contracts	$	6,930	$	—							Cost of sales - propane

The amounts of derivative gains or losses representing ineffectiveness were not material for the three and six months ended March 31, 2014 and 2013 .

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 and contracts which 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 many 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.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)


9 .	Error in Accounting for Certain Customer Credits

During the three months ended March 31, 2013, the Partnership identified an error in its accounting for certain customer credits. The Partnership determined that the recording of propane revenues did not appropriately consider the effects of certain customer credits which were recorded when issued in a subsequent period. As a result, the Partnership changed its accounting for customer credits to record an estimate of such credits at the time propane revenues are recorded. Such estimate considers the Partnership’s history of providing credits, propane revenue activity and other factors. During the three months ended March 31, 2013, the Partnership evaluated the impact of the error on prior periods and determined that the effect was not material to the financial statements for the three or six months ended March 31, 2013, or any prior period financial statement and recorded the cumulative effect of the error in accounting for customer credits as of January 1, 2013, which decreased accounts receivable and propane revenues by $7,038 and decreased net income attributable to AmeriGas Partners, L.P. for the three and six months ended March 31, 2013, by $6,967 .


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

FORWARD-LOOKING STATEMENTS

Information contained in this Quarterly Report on Form 10-Q may contain forward-looking statements. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost always vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the following important factors which could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) adverse weather conditions resulting in reduced demand; (2) cost volatility and availability of propane, and the capacity to transport propane to our customers; (3) the availability of, and our ability to consummate, acquisition or combination opportunities; (4) successful integration and future performance of acquired assets or businesses, and achievement of anticipated synergies; (5) changes in laws and regulations, including safety, tax, consumer protection and accounting matters; (6) competitive pressures from the same and alternative energy sources; (7) failure to acquire new customers and retain current customers thereby reducing or limiting any increase in revenues; (8) liability for environmental claims; (9) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (10) adverse labor relations; (11) large customer, counter-party or supplier defaults; (12) liability in excess of insurance coverage for personal injury and property damage arising from explosions and other catastrophic events, including acts of terrorism, resulting from operating hazards and risks incidental to transporting, storing and distributing propane, butane and ammonia; (13) political, regulatory and economic conditions in the United States and foreign countries; (14) capital market conditions, including reduced access to capital markets and interest rate fluctuations; (15) changes in commodity market prices resulting in significantly higher cash collateral requirements; (16) the impact of pending and future legal proceedings; and (17) the timing and success of our acquisitions and investments to grow our business.

These factors, and those factors set forth in Item 1A. Risk Factors in (i) our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013 and (ii) our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 , are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.

ANALYSIS OF RESULTS OF OPERATIONS

The following analyses compare the Partnership’s results of operations for the three months ended March 31, 2014 (“ 2014 three-month period ”) with the three months ended March 31, 2013 (“ 2013 three-month period ”) and the six months ended March 31, 2014 (“ 2014 six-month period ”) with the six months ended March 31, 2013 (“ 2013 six-month period ”).

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Executive Overview

During the 2014 three-month period, average temperatures were significantly colder than the prior-year period. Most of the United States east of the Rocky Mountains experienced significantly colder than normal winter weather. As a result of this colder than normal winter weather, an increase in propane exports and a record volume of propane sales during the fall 2013 crop drying season which reduced propane inventories entering the winter peak heating season, the retail propane industry experienced significant logistical and infrastructure challenges caused by industry-wide storage and transportation issues principally during January and February 2014. The logistical challenges resulted in supply shortages in certain regions of the United States and also led to significant increases in wholesale propane supply costs at a number of major supply hubs.

Net income attributable to AmeriGas Partners for the 2014 three-month period was $240.1 million compared with net income attributable to AmeriGas Partners of $213.2 million for the 2013 three-month period. Average temperatures based upon heating degree days were approximately 8.1% colder than normal and 9.7% colder than the prior-year three-month period. Most of the U.S. east of the Rocky Mountains experienced significantly colder than normal winter weather while temperatures in the western U.S. were warmer than normal. The higher net income in the current year primarily reflects modestly higher retail unit margins and the colder weather’s impact on retail propane volumes sold. The beneficial effects of the colder weather on retail volumes sold were muted, however, by wholesale supply challenges in certain regions of the U.S. caused by industry-wide storage and transportation issues exacerbated by prolonged periods of unusually cold weather. In order to assure that customers in these regions were adequately supplied, the Partnership instituted supply allocation measures which limited total retail volumes sold and increased distribution costs per gallon. Our attention on ensuring adequate supply of propane to retail customers during these periods of short supply also reduced income from ancillary sales and services. Notwithstanding expense synergies achieved from the completion of the Heritage Propane integration in Fiscal 2013, operating and administrative expenses were modestly higher in the current-year period reflecting, among other things, the higher distribution costs and higher uncollectible accounts expense. Results for the 2013 three-month period include $5.4 million of transition costs associated with Heritage Propane.

Net income attributable to AmeriGas Partners for the 2014 six-month period was $375.0 million compared with net income attributable to AmeriGas Partners of $309.9 million for the 2013 six-month period. Average temperatures based upon heating degree days during the 2014 six-month period were approximately 6.2% colder than normal and 11.5% colder than the prior-year six-month period. The higher net income primarily reflects modestly higher average retail unit margins and the colder weather’s impact on retail propane volumes sold partially offset by the impact on retail volumes sold of supply allocation measures instituted by the Partnership in certain regions experiencing supply constraints. Operating and administrative expenses were slightly higher in the current-year period reflecting, among other things, the previously mentioned higher distribution expenses and higher uncollectible accounts expense partially offset by the full benefits from the integration of Heritage Propane completed in Fiscal 2013. Results for the 2013 six-month period include $10.9 million of transition costs associated with Heritage Propane.

2014 three -month period compared with 2013 three -month period



Three Months Ended March 31,	2014			2013			Increase (Decrease)
(millions of dollars)
Gallons sold (millions):
Retail	474.9			464.4			10.5			2.3	%
Wholesale	35.3			39.0			(3.7		)	(9.5	)%
	510.2			503.4			6.8			1.4	%
Revenues:
Retail propane	$	1,365.5		$	1,057.0		$	308.5		29.2	%
Wholesale propane	55.9			41.4			14.5			35.0	%
Other	72.2			77.8			(5.6		)	(7.2	)%
	$	1,493.6		$	1,176.2		$	317.4		27.0	%
Total margin (a)	$	608.1		$	563.8		$	44.3		7.9	%
Operating and administrative expenses	$	281.3		$	265.3		$	16.0		6.0	%
EBITDA (b)	$	331.2		$	303.6		$	27.6		9.1	%
Operating income (b)	$	284.9		$	257.5		$	27.4		10.6	%
Net income attributable to AmeriGas Partners	$	240.1		$	213.2		$	26.9		12.6	%
Degree days — % colder (warmer) than normal (c)	8.1		%	(1.5		)%	—			—

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AMERIGAS PARTNERS, L.P.


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

(b)

Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net income attributable to AmeriGas Partners (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States of America (“GAAP”). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from those used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners for the relevant years. Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership which is one of UGI Corporation’s reportable segments. UGI Corporation discloses the Partnership’s EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment. EBITDA for the three months ended March 31, 2013, includes transition expenses of $5.4 million associated with the integration of Heritage Propane.

The following table includes reconciliations of net income attributable to AmeriGas Partners to EBITDA for the periods presented:



	Three Months Ended March 31,
(millions of dollars)	2014			2013
Net income attributable to AmeriGas Partners	$	240.1		$	213.2
Income tax benefit	(0.1		)	—
Interest expense	42.0			41.8
Depreciation	38.4			37.6
Amortization	10.8			11.0
EBITDA	$	331.2		$	303.6


(c)	Deviation from average heating degree days for the 30-year period 1971-2000 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”) for 335 airports in the United States, excluding Alaska.

Retail gallons sold in the 2014 three-month period increased 2.3% from the 2013 three-month period. The increase in retail gallons sold reflects average temperatures based upon heating degree days that were 8.1% colder than normal and 9.7% colder than the prior-year period. Most of the U.S. east of the Rocky Mountains experienced significantly colder than normal winter weather while temperatures in the western U.S. were warmer than normal. The beneficial effects of the colder weather on retail volumes sold, however, were muted by supply challenges in certain regions of the U.S. caused by industry-wide storage and transportation issues exacerbated by prolonged periods of unusually cold weather. In order to ensure that customers in these regions were adequately supplied during these periods of cold weather, the Partnership instituted supply allocation measures which limited total retail volumes sold and increased distribution costs per gallon. The Partnership’s attention on assuring adequate supply of propane to retail customers during these periods of short supply reduced income from ancillary sales and services.

Retail propane revenues increased $308.5 million during the 2014 three-month period reflecting the effects of higher average retail selling prices ($284.6 million), largely the result of higher propane product costs, and the higher retail volumes sold ($23.9 million). Wholesale propane revenues increased $14.5 million during the 2014 three-month period reflecting the effects of higher wholesale selling prices ($18.4 million) partially offset by the effects of lower wholesale volumes sold ($3.9 million). Average daily wholesale propane commodity prices during the 2014 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 51% higher than such prices during the prior-year three-month period. In addition, certain regions of the U.S. experienced an even greater increase in wholesale commodity prices due to supply constraints caused by industry-wide storage and transportation issues exacerbated by the unusually cold weather conditions. Total revenues from fee income and other ancillary sales and services in the 2014 three-month period were slightly lower than in the 2013 three-month period. Total cost of sales during the 2014 three-month period increased $273.1 million principally reflecting the effects of the higher average propane product costs ($246.4 million) and, to a lesser extent, the effects of the greater retail volumes sold ($12.5 million).

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AMERIGAS PARTNERS, L.P.

Total margin increased $44.3 million in the 2014 three-month period principally reflecting higher retail propane total margin ($49.6 million) partially offset by lower margin from ancillary sales and services. The increase in retail propane total margin reflects modestly higher average retail propane unit margins and the increase in retail volumes sold.

EBITDA in the 2014 three-month period increased $27.6 million principally reflecting the higher total margin ($44.3 million) partially offset by higher operating and administrative expenses ($16.0 million). The increase in operating and administrative expenses reflects in large part higher distribution-related expenses associated with the higher retail volumes sold as well as higher distribution costs caused by the supply shortages in certain regions of the U.S. and greater uncollectible accounts expense. These higher distribution-related expenses were partially offset by synergies from the integration of Heritage Propane which was completed in Fiscal 2013. Operating and administrative expenses in the prior-year three-month period include $5.4 million of transition expenses associated with the integration of Heritage Propane. Operating income increased $27.4 million in the 2014 three-month period principally reflecting the higher total margin ($44.3 million) partially offset by the higher operating and administrative expenses ($16.0 million).

2014 six-month period compared with 2013 six-month period



Six Months Ended March 31,	2014			2013			Increase (Decrease)
(millions of dollars)
Gallons sold (millions):
Retail	849.0			815.1			33.9			4.2	%
Wholesale	72.8			65.3			7.5			11.5	%
	921.8			880.4			41.4			4.7	%
Revenues:
Retail propane	$	2,283.5		$	1,826.6		$	456.9		25.0	%
Wholesale propane	108.2			68.9			39.3			57.0	%
Other	147.7			157.4			(9.7		)	(6.2	)%
	$	2,539.4		$	2,052.9		$	486.5		23.7	%
Total margin (a)	$	1,071.3		$	988.4		$	82.9		8.4	%
Operating and administrative expenses	$	518.9		$	508.8		$	10.1		2.0	%
EBITDA (b)	$	561.5		$	491.4		$	70.1		14.3	%
Operating income (b)	$	464.6		$	397.4		$	67.2		16.9	%
Net income attributable to AmeriGas Partners	$	375.0		$	309.9		$	65.1		21.0	%
Degree days — % colder (warmer) than normal (c)	6.2		%	(4.7		)%	—			—


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

(b)

Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net income attributable to AmeriGas Partners (as an indicator of operating performance) and is not a measure of performance or financial condition under GAAP. Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from those used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners for the relevant years. Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership which is one of UGI Corporation’s reportable segments. UGI Corporation discloses the Partnership’s EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment. EBITDA for the six months ended March 31, 2013, includes acquisition and transition expenses of $10.9 million associated with the integration of Heritage Propane.

The following table includes reconciliations of net income attributable to AmeriGas Partners to EBITDA for the periods presented:

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AMERIGAS PARTNERS, L.P.



	Six Months Ended March 31,
(millions of dollars)	2014		2013
Net income attributable to AmeriGas Partners	$	375.0	$	309.9
Income tax expense	1.4		0.6
Interest expense	83.6		83.0
Depreciation	79.9		75.9
Amortization	21.6		22.0
EBITDA	$	561.5	$	491.4


(c)	Deviation from average heating degree days for the 30-year period 1971-2000 based upon national weather statistics provided by NOAA for 335 airports in the United States, excluding Alaska.

Retail gallons sold in the 2014 six-month period increased 4.2% compared with the 2013 six-month period. The increase in retail gallons sold reflects average temperatures based upon heating degree days that were 6.2% colder than normal and 11.5% colder than the prior-year period principally reflecting significantly colder weather in the eastern half of the United States. The effects of the colder weather, however, were muted by supply challenges in certain regions of the U.S. experienced during the winter heating season caused by prolonged periods of unusually cold weather. In order to ensure that customers in these regions were adequately supplied during these extreme weather conditions, the Partnership instituted supply allocation measures which limited total retail volumes sold and increased distribution costs per gallon.

Retail propane revenues increased $456.9 million during the 2014 six-month period reflecting the effects of higher average retail selling prices ($381.0 million), largely the result of higher propane product costs, and the higher retail volumes sold ($75.9 million). Wholesale propane revenues increased $39.3 million during the 2014 six-month period reflecting the effects of higher wholesale selling prices ($31.4 million) and higher wholesale volumes sold ($7.9 million). Average daily wholesale propane commodity prices during the 2014 six-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 43% higher than such prices during the prior-year six-month period. In addition, certain regions of the U.S. experienced an even greater increase in wholesale commodity prices due to supply constraints caused by industry-wide storage and transportation issues exacerbated by the unusually cold weather conditions. Total revenues from fee income and other ancillary sales and services in the 2014 six-month period were lower than in the 2013 six-month period. Total cost of sales during the 2014 six-month period increased $403.7 million principally reflecting the effects of the higher average propane product costs ($358.6 million) and, to a lesser extent, the effects of the greater retail and wholesale volumes sold ($47.4 million).

Total margin increased $82.9 million in the 2014 six-month period principally reflecting higher retail propane total margin ($89.0 million) partially offset by lower margin from ancillary sales and services. The increase in retail propane total margin reflects modestly higher average retail propane unit margins and the increase in retail volumes sold.

EBITDA in the 2014 six-month period increased $70.1 million principally reflecting the higher total margin ($82.9 million) partially offset by higher operating and administrative expenses ($10.1 million). The increase in operating and administrative expenses reflects, among other things, higher distribution-related expenses associated with the higher retail volumes sold, higher distribution costs caused by the supply challenges in certain regions of the U.S. during the second quarter of Fiscal 2014, and higher uncollectible accounts and general insurance expenses. These increases were partially offset by expense synergies from the integration of Heritage Propane completed in Fiscal 2013. Operating and administrative expenses in the prior-year six-month period include $10.9 million of transition expenses associated with the integration of Heritage Propane. Operating income increased $67.2 million in the 2014 six-month period principally reflecting the higher total margin ($82.9 million) partially offset by the slightly higher operating and administrative expenses ($10.1 million).

FINANCIAL CONDITION AND LIQUIDITY

Financial Condition

The Partnership’s debt outstanding at March 31, 2014 , totaled $2,494.0 million (including current maturities of long-term debt of $9.8 million and bank loans of $198.0 million ). The Partnership’s debt outstanding at September 30, 2013 , totaled $2,417.0 million (including current maturities of long-term debt of $12.0 million and bank loans of $116.9 million). Total long-term debt outstanding at March 31, 2014 , including current maturities, comprises $2,250.8 million of AmeriGas Partners’ Senior Notes and $45.2 million of other long-term debt.

AmeriGas OLP’s short-term borrowing needs are seasonal and are typically greatest during the fall and winter heating-season months due to the need to fund higher levels of working capital. AmeriGas OLP has a $525 million unsecured credit agreement (“Credit Agreement”) which expires October 2016.

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AMERIGAS PARTNERS, L.P.

At March 31, 2014 , there were $198.0 million of borrowings outstanding under the Credit Agreement which are classified as bank loans on the Condensed Consolidated Balance Sheets. Issued and outstanding letters of credit under the Credit Agreement, which reduce the amount available for borrowings, totaled $64.7 million at March 31, 2014 . The average daily and peak bank loan borrowings outstanding under the Credit Agreement during the 2014 six-month period were $203.4 million and $320 million , respectively. The average daily and peak bank loan borrowings outstanding under the Credit Agreement during the 2013 six-month period were $118.1 million and $200.5 million , respectively. At March 31, 2014 , the Partnership’s available borrowing capacity under the Credit Agreement was $262.3 million .

The Partnership’s management believes that the Partnership has sufficient liquidity in the forms of cash and cash equivalents on hand, cash expected to be generated from operations, and bank loan borrowings available under the AmeriGas Credit Agreement to meet its anticipated contractual and projected cash commitments.

On April 28, 2014, the General Partner’s Board of Directors approved a quarterly distribution of $0.88 per Common Unit, equal to an annual rate of $3.52. This distribution is a 4.8% increase from the previous quarterly rate of $0.84 per Common Unit. The new quarterly rate is effective with the distribution payable on May 19, 2014, to unitholders of record on May 9, 2014. During the six months ended March 31, 2014, the Partnership declared and paid quarterly distributions on all limited partner units at a rate of $0.84 per Common Unit for the quarters ended December 31, 2013, and September 30, 2013.

The ability of the Partnership to declare and pay the quarterly distribution on its Common Units in the future depends upon a number of factors. These factors include (1) the level of Partnership earnings; (2) the cash needs of the Partnership's operations (including cash needed for maintaining and increasing operating capacity); (3) changes in operating working capital; and (4) the Partnership’s ability to borrow under its Credit Agreement, refinance maturing debt, and increase its long-term debt. Some of these factors are affected by conditions beyond the Partnership’s control including weather, competition in markets we serve, the cost of propane and changes in capital market conditions.

Cash Flows

Operating activities . Due to the seasonal nature of the Partnership’s business, cash flows from operating activities are generally strongest during the second and third fiscal quarters when customers pay for propane consumed during the heating season months. Conversely, operating cash flows are generally at their lowest levels during the first and fourth fiscal quarters when the Partnership’s investment in working capital, principally accounts receivable and inventories, is generally greatest. The Partnership may use its Credit Agreement to satisfy its seasonal operating cash flow needs.

Cash flow provided by operating activities was $ 167.3 million in the 2014 six-month period compared to $ 215.2 million in the 2013 six -month period. Cash flow from operating activities before changes in operating working capital was $511.1 million in the 2014 six-month period compared with $422.5 million in the prior-year period largely reflecting the beneficial impact of colder weather on our operating results. Cash used to fund changes in operating working capital was $343.8 million in the 2014 six-month period compared to cash used to fund changes in working capital of $207.4 million in the 2013 six -month period. The increase in cash used to fund changes in working capital in the 2014 six-month period largely reflects greater cash needed to fund increased 2014 six-month period sales of propane, principally changes in accounts receivable and inventories.

Investing activities. Investing activity cash flow is principally affected by investments in property, plant and equipment, cash paid for acquisitions of businesses and proceeds from sales of assets. Cash flow used in investing activities was $ 46.4 million in the 2014 six-month period compared with $ 51.2 million in the prior-year period. The Partnership spent $ 51.0 million for property, plant and equipment (comprising $30.4 million of maintenance capital expenditures and $20.6 million of growth capital expenditures) in the 2014 six-month period compared with $ 54.4 million (comprising $21.3 million of maintenance capital expenditures, $11.0 million of of capital expenditures associated with Heritage Propane integration activities and $22.1 million of growth capital expenditures) in the 2013 six -month period.

Financing activities. The Partnership’s financing activities cash flows are typically the result of repayments and issuances of long-term debt, borrowings under the Credit Agreement, issuances of Common Units and distributions on partnership interests. Cash used by financing activities was $ 95.0 million in the 2014 six-month period compared with cash used of $ 100.9 million in the prior-year period. Distributions in the 2014 six-month period totaled $ 168.5 million compared with $ 158.6 million in the prior-year period principally reflecting the impact of higher quarterly per-unit distribution rates.

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AMERIGAS PARTNERS, L.P.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures currently comprise commodity prices for propane. Although we use derivative financial and commodity instruments to reduce market price risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes.

Commodity Price Risk

The risk associated with fluctuations in the prices the Partnership pays for propane is principally a result of market forces reflecting changes in supply and demand for propane and other energy commodities. The Partnership’s profitability is sensitive to changes in propane supply costs and the Partnership generally passes on increases in such costs to customers. The Partnership may not, however, always be able to pass through product cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order to reduce the volatility of the Partnership’s propane market price risk, we use contracts for the forward purchase or sale of propane, propane fixed-price supply agreements, and over-the-counter derivative commodity instruments including price swap and option contracts. Over-the-counter derivative commodity instruments utilized by the Partnership to hedge forecasted purchases of propane are generally settled at expiration of the contract. These derivative financial instruments contain collateral provisions. The fair value of unsettled commodity price risk sensitive instruments at March 31, 2014 , was a gain of $ 9.1 million . A hypothetical 10% adverse change in the market price of propane would result in a decrease in such fair value of approximately $ 11.6 million .

Because the Partnership’s propane derivative instruments generally qualify as hedges under GAAP, we expect that changes in the fair value of derivative instruments used to manage propane market price risk would be substantially offset by gains or losses on the associated anticipated transactions.

Derivative Financial Instruments Credit Risk

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AMERIGAS PARTNERS, L.P.


ITEM 4.	CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Partnership in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The General Partner’s management, with the participation of the General Partner’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership’s disclosure controls and procedures, as of the end of the period covered by this Report, were effective at the reasonable assurance level.

(b) Change in Internal Control over Financial Reporting

No change in the Partnership’s internal control over financial reporting occurred during the Partnership’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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AMERIGAS PARTNERS, L.P.

PART II OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS


ITEM 1A.	RISK FACTORS

In addition to the information presented in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 , and Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q are not the only risks facing the Partnership. Other unknown or unpredictable factors could also have material adverse effects on future results.


ITEM 6.	EXHIBITS

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 last date of the period for which it was filed, and the exhibit number in such filing):



Exhibit No.	Exhibit	Registrant	Filing	Exhibit

10.1	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Alerian) for Employees, dated January 1, 2014.

10.2	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Propane) for Employees, dated January 1, 2014.

10.3	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter for Directors, dated January 8, 2014.

10.4	AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan, as Amended and Restated effective November 22, 2013.

10.5	AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, as Amended and Restated effective November 22, 2013.

10.6	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter, dated January 16, 2014.

10.7	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter for Mr. Grady dated February 24, 2014, as Amended and Restated.

10.8	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Alerian) for Mr. Grady, dated January 1, 2014.
10.9	AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Propane) for Mr. Grady, dated January 1, 2014.

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AMERIGAS PARTNERS, L.P.



10.10	UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan, as Amended and Restated effective November 22, 2013.	UGI	Form 10-Q (3/31/14)	10.3

10.11	UGI Corporation 2009 Supplemental Executive Retirement Plan for New	UGI	Form 10-Q (3/31/14)	10.4

10.12	UGI Corporation 2009 Deferral Plan, as Amended and Restated Effective	UGI	Form 10-Q (3/31/14)	10.5

10.13	UGI Corporation 2004 Omnibus Equity Compensation Plan Nonqualified Stock Option Grant Letter for Non Employee Directors, dated January 8, 2014.	UGI	Form 10-Q (3/31/14)	10.6

10.14	UGI Corporation 2013 Omnibus Incentive Compensation Plan, Performance Unit Grant Letter for UGI Employees, dated January 1, 2014.	UGI	Form 10-Q (3/31/14)	10.7

10.15	UGI Corporation 2013 Omnibus Incentive Compensation Plan, Stock Unit Grant Letter for Non Employee Directors, dated January 8, 2014.	UGI	Form 10-Q (3/31/14)	10.8

10.16	UGI Corporation 2013 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Letter for UGI Employees, dated January 1, 2014.	UGI	Form 10-Q (3/31/14)	10.9

10.17	UGI Corporation 2013 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Letter for AmeriGas Employees, dated January 1, 2014.	UGI	Form 10-Q (3/31/14)	10.10

10.18	UGI Corporation 2004 Omnibus Equity Compensation Plan Nonqualified Stock Option Grant Letter for Mr. Grady dated February 24, 2014, as Amended and Restated.	UGI	Form 10-Q (3/31/14)	10.13

10.19	UGI Corporation 2013 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Letter for Mr. Grady, dated January 1, 2014.	UGI	Form 10-Q (3/31/14)	10.14

31.1	Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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AMERIGAS PARTNERS, L.P.

SIGNATURES

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



		AMERIGAS PARTNERS, L.P.
		(Registrant)

		By:	AmeriGas Propane, Inc.
			as General Partner

Date:	May 9, 2014	By:	/s/ Hugh J. Gallagher
			Hugh J. Gallagher
			Vice President - Finance and Chief Financial Officer


Date:	May 9, 2014	By:	/s/ Robert J. Cane
			Robert J. Cane
			Controller and Chief Accounting Officer

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AMERIGAS PARTNERS, L.P.

EXHIBIT INDEX




10.1		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Alerian) for Employees dated January 1, 2014.

10.2		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Propane) for Employees dated January 1, 2014.

10.3		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter for Directors, dated January 8, 2014.

10.4		AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan, as Amended and Restated effective November 22, 2013.

10.5		AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, as Amended and Restated effective November 22, 2013.

10.6		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter, dated January 16, 2014.

10.7		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter for Mr. Grady dated February 24, 2014, as Amended and Restated.

10.8		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Alerian) for Mr. Grady, dated January 1, 2014.

10.9		AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter (Propane) for Mr. Grady, dated January 1, 2014.

31.1		Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2014, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EXHIBIT 10.1

Employee Performance Unit Grant (Alerian)

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PERFORMANCE UNIT GRANT LETTER

This PERFORMANCE UNIT GRANT, dated January 1, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

RECITALS

WHEREAS, the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. (the “Plan”) provides for the grant of performance units (“Performance Units”) with respect to common units of AmeriGas Partners, L.P. (“APLP”);

WHEREAS, the Plan has been adopted by the Board of Directors of the Company, and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Performance Unit is a performance unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Performance Units to the Participant on the terms described below; and

WHEREAS, the “My Awards” tab for the Participant in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of Performance Units granted to the Participant with respect to this grant.

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

1. Grant of Performance Units . Subject to the terms and conditions set forth in this Grant Letter and in the Plan, the Committee hereby grants to the Participant a target award of the number of Performance Units specified in the Grant Summary (the “Target Award”). The Performance Units are contingently awarded and will be earned and payable if and to the extent that the Performance Goals (described below) and other conditions of the Grant Letter are met. The Performance Units are granted with Distribution Equivalents (as defined in the Plan).

2. Performance Goals .

(a) The Participant shall earn the right to payment of the Performance Units if the Performance Goals described below are met for the Performance Period, and if the Participant continues to be employed by, or provide service to, the Company and its Affiliates (as defined in the Plan) through December 31, 2016. The Performance Period is the period beginning January 1, 2014 and ending December 31, 2016. The Total Unit Holder Return (“TUR”) goals and other requirements of this Section 2 are referred to as the “Performance Goals.” All payments described in this Section 2 with respect to the Performance Units are subject to the Participant’s continued service or employment through December 31, 2016, except as provided in Section 3 or 6.

(i) The Peer Group consists of those master limited partnerships that are in the Alerian MLP Index as in effect as of the beginning of the Performance Period, as set forth on the attached Exhibit A (the “Alerian MLP Index”). If a company is added to the Alerian MLP Index during the Performance Period, that company is not included in the TUR calculation. A company that is included in the Alerian MLP Index at the beginning of the Performance Period will be removed from the TUR calculation only if the company ceases to exist as a publicly traded entity during the Performance Period, consistent with the methodology described in subsection (c) below. The actual amount of the award of Performance Units may be higher or lower than the Target Award or it may be zero, based on APLP’s TUR percentile rank relative to the companies in the Peer Group, as follows:

APLP’s TUR Rank
(Percentile) Percentage of Target Award Earned

90th 200%

75th 162.5%

60th 125%

50th 100%

40th 70%

25th 25%

less than 25th 0%

The award percentage earned will be interpolated between each of the measuring points.

(ii) TUR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TUR at the beginning and the end of the Performance Period will be the average price for the calendar quarter preceding the beginning of the Performance Period (i.e., the calendar quarter ending on December 31, 2013) and the

calendar quarter ending on the last day of the Performance Period (i.e., the calendar quarter ending on December 31, 2016), respectively. The TUR calculation gives effect to all dividends throughout the three-year Performance Period as if they had been reinvested.

(iii) The Target Award is the amount designated for 100% (50th TUR rank) performance. The Participant can earn up to 200% of the Target Award if APLP’s TUR percentile rank exceeds the 50th TUR percentile rank, according to the foregoing schedule.

(iv) At the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and the amount to be paid with respect to the Performance Units. Except as described in Sections 3 and 6 below, the Participant must be employed by, or providing services to, the Company or its Affiliates on December 31, 2016 in order for the Participant to receive payment with respect to the Performance Units.

3. Termination of Employment or Service .

(a) Except as described below, if the Participant ceases to be employed by, or provide services to, the Company and its Affiliates before December 31, 2016, the Performance Units and all Distribution Equivalents credited under this Grant Letter will be forfeited.

(b) If the Participant terminates employment or service on account of Retirement (as defined below), Disability (as defined in the Plan) or death, the Participant will earn a pro-rata portion of the Participant’s outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after the end of the Performance Period, based on achievement of the Performance Goals, multiplied by a fraction, the numerator of which is the number of calendar years during the Performance Period in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

(c) In the event of termination of employment or service on account of Retirement, Disability or death, the prorated amount shall be paid after the end of the Performance Period pursuant to Section 4, except as provided in Section 6.

4. Payment with Respect to Performance Units . If the Committee determines that the conditions to payment of the Performance Units have been met, the Company shall pay to the Participant (i) Common Units equal to the number of Performance Units to be paid according to achievement of the Performance Goals, up to the Target Award, provided that the Company may withhold Common Units to cover required tax withholding in an amount equal to the minimum statutory tax withholding requirement in respect of the Performance Units earned up to the Target Award, and (ii) cash in an amount equal to the Fair Market Value (as defined in the Plan) of the

number of Common Units equal to the Performance Units to be paid in excess of the Target Award, subject to applicable tax withholding. Payment shall be made between January 1, 2017 and March 15, 2017, except as provided in Section 6 below.

5. Distribution Equivalents with Respect to Performance Units .

(a) Distribution Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same Performance Goals and terms as the Performance Units to which they relate. Distribution Equivalents shall be credited with respect to the Target Award of Performance Units from the Date of Grant until the payment date. If and to the extent that underlying Performance Units are forfeited, all related Distribution Equivalents shall also be forfeited.

(b) While the Performance Units are outstanding, the Company will keep records of Distribution Equivalents in a bookkeeping account for the Participant. On each payment date for a distribution paid by APLP on its Common Units, the Company shall credit to the Participant’s account an amount equal to the Distribution Equivalents associated with the Target Award of Performance Units held by the Participant on the record date for the distribution. No interest will be credited to any such account. The Distribution Equivalents shall be payable if and to the extent that the underlying Performance Units are payable, as described in subsection (c) below.

(c) The target amount of Distribution Equivalents (100% of the Distribution Equivalents credited to the Participant’s account) will be earned if APLP’s TUR rank is at the 50th TUR percentile rank for the Performance Period. The Participant can earn up to 200% of the target amount of Distribution Equivalents if APLP’s TUR rank exceeds the 50th TUR percentile rank, according to the schedule in Section 2 above. Except as described in Section 3(b) above or Section 6, if the Participant’s employment or service with the Company and its Affiliates terminates before December 31, 2016, all Distribution Equivalents will be forfeited.

(d) Distribution Equivalents will be paid in cash at the same time and on the same terms as the underlying Performance Units are paid, after the Committee determines that the conditions to payment have been met.

6. Change of Control .

(a) If a Change of Control (as defined in the Plan) occurs, the Performance Units and Distribution Equivalents shall not automatically become payable upon the Change of Control but, instead, shall become payable as described in this Section 6. The Committee may take such other actions with respect to the Performance Units and Distribution Equivalents as it deems appropriate pursuant to the Plan.

(b) If a Change of Control occurs during the Performance Period, the Committee shall calculate a Change of Control Amount as follows:

(i) The Performance Period shall end as of the closing date of the Change of Control (the “Change of Control Date),” and the TUR ending date calculation for the

Performance Period shall be based on the 90 calendar day period ending on the Change of Control Date.

(ii) The Committee shall calculate a “Change of Control Amount” equal to the greater of (i) the Target Award amount or (ii) the amount of Performance Units that would be payable based on the Company’s achievement of the Performance Goals as of the Change of Control Date, as determined by the Committee. The Change of Control Amount shall include related Distribution Equivalents and, if applicable, interest, as described below.

(iii) The Committee shall determine whether the Change of Control Amount attributable to Performance Units shall be (A) converted to units with respect to shares or other equity interests of the acquiring company or its parent (“Successor Units”), in which case Distribution Equivalents shall continue to be credited on the Successor Units, or (B) valued based on the Fair Market Value of the Performance Units as of the Change of Control Date and credited to a bookkeeping account for the Participant, in which case interest shall be credited on the amount so determined at a market rate for the period between the Change of Control Date and the applicable payment date. Notwithstanding the provisions of Section 4, all payments on and after a Change of Control shall be made in cash. If alternative (A) above is used, the cash payment shall equal the Fair Market Value on the date of payment of the number of shares or other equity interests underlying the Successor Units, plus accrued Distribution Equivalents. All payments shall be subject to applicable tax withholding.

(c) If a Change of Control occurs during the Performance Period and the Participant continues in employment or service through December 31, 2016, the Change of Control Amount shall be paid in cash between January 1, 2017 and March 15, 2017.

(d) If a Change of Control occurs during the Performance Period, and the Participant has a Termination without Cause or a Good Reason Termination upon or within two years after the Change of Control Date and before December 31, 2016, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below.

(e) If a Change of Control occurs during the Performance Period, and the Participant terminates employment or service on account of Retirement, Disability or death upon or after the Change of Control Date and before December 31, 2016, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below; provided that, if required by section 409A, if the Participant’s Retirement, Disability or death occurs more than two years after the Change of Control Date, payment will be made between January 1, 2017 and March 15, 2017, and not upon the earlier separation from service.

(f) If a Participant’s employment or service terminates on account of Retirement, death or Disability before a Change of Control, and a Change of Control subsequently occurs before the end of the Performance Period, the prorated amount described in Section 3(b) shall be calculated by multiplying the fraction described in Section 3(b) by the Change of Control

Amount. The prorated Change of Control Amount shall be paid in cash within 30 days after the Change of Control Date, subject to Section 13 below.

7. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(a) “ Employed by, or provide service to, the Company or its Affiliates ” shall mean employment or service as an employee or director of the Company or its Affiliates. The Participant shall not be considered to have a termination of employment or service under this Grant Letter until the Participant is no longer employed by, or performing services for, the Company.

(b) “ Good Reason Termination ” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

(ii) a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

(iii) a material change in the geographic location at which the Participant must perform services (which, for purposes of this Agreement, means the Participant is required to report, other than on a temporary basis (less than 12 months), to a location which is more than 50 miles from the Participant’s principal place of business immediately before the Change of Control, without the Participant’s express written consent).

Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason Termination only if the Participant provides written notice to the Company, pursuant to Section 15, specifying in reasonable detail the events or conditions upon which the Participant is basing such Good Reason Termination and the Participant provides such notice within 90 days after the event that gives rise to the Good Reason Termination. Within 30 days after notice has been provided, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Termination. If the Company does not cure such events or conditions within the 30-day period, the Participant may terminate employment or service with the Company based on Good Reason Termination within 30 days after the expiration of the cure period.

Notwithstanding the foregoing, if the Participant has in effect a Change in Control Agreement with the Company or an Affiliate, the term “Good Reason Termination” shall have the meaning given that term in the Change in Control Agreement.

(c) “ Retirement ” means the Participant’s separation from employment or service upon or after attaining (i) age 55 with at least 10 years of service with the Company and its Affiliates, or (ii) age 65 with at least 5 years of service with the Company and its Affiliates.

(d) “ Termination without Cause ” means termination of employment or service by the Company for the convenience of the Company for any reason other than (i) misappropriation of funds, (ii) habitual insobriety or substance abuse adversely affecting the performance of duties, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company.

8. Withholding . All payments under this Grant Letter are subject to applicable tax withholding. The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal (including FICA), state, local or other taxes that the Company is required to withhold with respect to the payments under this Grant Letter. The Company may withhold from cash distributions to cover required tax withholding, or may withhold Units to cover required tax withholding in an amount equal to the minimum applicable tax withholding amount.

9. Grant Subject to Plan Provisions and Company Policies .

(a) This grant is made pursuant to the Plan which is incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and payment of Performance Units and Distribution Equivalents are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the Common Units, (ii) adjustments pursuant to Section 5(c) of the Plan and (iii) other requirements of applicable law. The Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

(b) This Performance Unit grant and all Common Units issued pursuant to this Performance Unit grant shall be subject to the UGI Corporation Stock Ownership Policy as adopted by the Board of Directors of UGI Corporation or the Company and any applicable clawback and other policies implemented by the Board of Directors of UGI Corporation or the Company, as in effect from time to time.

10. No Employment or Other Rights . The grant of Performance Units shall not confer upon the Participant any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment at any time. The right of the Company to terminate at will the Participant’s employment at any time for any reason is specifically reserved.

11. No Unit Holder Rights . Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a

Unitholder with respect to the Common Units related to the Performance Units, unless and until Common Units have been distributed to the Participant or successor.

12. Assignment and Transfers . The rights and interests of the Participant under this Grant Letter may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. If the Participant dies, any payments to be made under this Grant Letter after the Participant’s death shall be paid to the Participant’s estate. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and Affiliates.

13. Compliance with Code Section 409A . Notwithstanding the other provisions hereof, this Grant Letter is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended, or an exception, and shall be administered accordingly. Any reference to a Participant’s termination of employment shall mean a Participant’s “separation from service,” as such term is defined under section 409A. For purposes of section 409A, each payment of compensation under this Grant Letter shall be treated as a separate payment. Notwithstanding anything in this Grant Letter to the contrary, if the Participant is a “key employee” under section 409A and if payment of any amount under this Grant Letter is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A and shall be paid within 10 days after the end of the six-month period. If the Participant dies during such six-month period, the amounts withheld on account of section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death. Notwithstanding anything in this Grant Letter to the contrary, if a Change of Control is not a “change in control event” under section 409A, any Performance Units and Distribution Equivalents that are payable pursuant to Section 6 shall be paid to the Participant between January 1, 2017 and March 15, 2017, and not upon the earlier separation from service, if required by section 409A.

14. Applicable Law . The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.

15. Notice . Any notice to the Company provided for in this Grant Letter shall be addressed to the Company in care of the Corporate Secretary at the Company’s headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

16. Acknowledgement . By accepting this grant through the Morgan Stanley on-line system, the Participant (i) acknowledges receipt of the Plan incorporated herein, (ii) acknowledges that he or she has read the Grant Summary and Grant Letter and understands the terms and conditions of them, (iii) accepts the Performance Units described in the Grant Letter, (iv) agrees to be bound by the terms of the Plan and the Grant Letter, and (v) agrees that all the decisions and

determinations of the Board or the Committee shall be final and binding on the Participant and any other person having or claiming a right under this Grant.

EXHIBIT A

Performance Period January 1, 2014 through December 31, 2016

Alerian MLP Index



Access Midstream Partners LP Alliance Resource Partners LP AmeriGas Partners, L.P. Atlas Pipeline Partners LP Boardwalk Pipeline Partners LP BreitBurn Energy Partners LP Buckeye Partners LP Calumet Specialty Products Partners LP Crestwood Midstream Partners LP Crosstex Energy LP DCP Midstream Partners LP El Paso Pipeline Partners LP Enbridge Energy Partners LP Energy Transfer Partners LP Enterprise Products Partners LP EQT Midstream Partners LP EV Energy Partner LP Exterran Partners LP Ferrellgas Partners LP Genesis Energy LP Golar LNG Partners LP Holly Energy Partners LP Kinder Morgan Energy Partners LP Legacy Reserves LP Linn Energy LLC	Magellan Midstream Partners LP MarkWest Energy Partners LP Martin Midstream Partners LP Memorial Production Partners LP MPLX LP Natural Resource Partners LP Navios Maritime Partners LP NGL Energy Partners LP NuStar Energy LP ONEOK Partners LP Plains All American Pipeline LP PVR Partners LP QR Energy LP Regency Energy Partners LP Spectra Energy Partners LP Suburban Propane Partners LP Sunoco Logistics Partners LP Targa Resources Partners LP TC Pipelines LP Teekay LNG Partners LP Teekay Offshore Partners LP Tesoro Logistics LP Vanguard Natural Resources LLC Western Gas Partners LP Williams Partners LP

EXHIBIT 10.2

Employee Performance Unit Grant (Propane)

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PERFORMANCE UNIT GRANT LETTER ¹

This PERFORMANCE UNIT GRANT, dated January 1, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

RECITALS

WHEREAS, the Plan has been adopted by the Board of Directors of the Company, and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Performance Unit is a performance unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Performance Units to the Participant on the terms described below; and

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

2. Performance Goals .

(a) Conditions to Payment . The Participant shall earn the right to payment of the Performance Units if the Performance Goals described below are met for the Performance Period (as described below), and if the Participant continues to be employed by, or provide service to, the Company and its Affiliates (as defined in the Plan) through December 31, 2016. All payments described in this Section 2 with respect to the Performance Units are subject to the Participant’s continued service or employment through December 31, 2016, except as provided in Section 3 or 6.

(b) Performance Period and Performance Goals . The Performance Period is the period beginning January 1, 2014 and ending December 31, 2016; provided that if an “Adjustment Event” (as defined below) occurs, the Performance Period shall be the applicable period described in subsection (d) below. The Total Unit Holder Return (“TUR”) goals and other requirements of this Section 2 are referred to as the “Performance Goals.” The Performance Goals based on the Peer MLPs (as defined below) are referred to as the “Peer MLP Performance Goals,” and the Performance Goals based on the Alerian Index (as described below) are referred to as the “Alerian Index Performance Goals.”

(c) Peer MLP Performance Goals . Unless subsection (d) applies, if APLP has the highest TUR for the Performance Period beginning January 1, 2014 and ending December 31, 2016 as compared to the TUR of Suburban Propane Partners, L.P. and Ferrellgas Partners, L.P. (collectively the “Peer MLPs”), 150% of the Target Award level of Performance Units and Distribution Equivalents will be payable at the end of the Performance Period ending December 31, 2016. Unless subsection (d) applies, if APLP does not have the highest TUR for the Performance Period beginning January 1, 2014 and ending December 31, 2016 as compared to the TUR of the Peer MLPs, no Performance Units shall be payable.

(d) Adjustment Events .

(i) Adjustment Event on or before December 31, 2014 . If one of the Peer MLPs ceases to exist as a publicly traded entity, as determined consistent with the methodology described in subsection (e) below, or declares bankruptcy (each, an “Adjustment Event”) at any time on or before December 31, 2014, performance shall not be based on the Peer MLP Performance Goals. Instead, the amount of Performance Units that will become payable for the Performance Period beginning January 1, 2014 and ending December 31, 2016, if any, shall be based solely on achievement of the Alerian Index Performance Goals, as set forth in subsection (f) below .

(ii) Adjustment Event on or after January 1, 2015 through December 31, 2015 . If an Adjustment Event occurs at any time from January 1, 2015 through December 31, 2015:

(x) The amount of Performance Units that will become payable, if any, with respect to 50% of the Target Award (the “Alerian Target Award”) shall be based on achievement of the Alerian Index Performance Goals, as set forth in subsection

(f) below, for the Performance Period beginning January 1, 2014 and ending December 31, 2016, and

(y) The remaining 50% of the Target Award (the “MLP Target Award”) shall be payable at 150% of the MLP Target Award if APLP has the highest TUR, as compared to the TUR of the Peer MLPs, for the Performance Period beginning January 1, 2014 and ending on the day immediately prior to the first public announcement of the Adjustment Event. If APLP does not have the highest TUR as compared to the TUR of the Peer MLPs for the Performance Period described in this clause (y), no Performance Units related to the MLP Target Award shall be payable.

(iii) Adjustment Event on or after January 1, 2016 . If an Adjustment Event occurs at any time from January 1, 2016 through December 31, 2016, 150% of the Target Award level of Performance Units will be payable if APLP has the highest TUR, as compared to the TUR of the Peer MLPs, for the Performance Period beginning January 1, 2014 and ending on the day immediately prior to the first public announcement of the Adjustment Event. If APLP does not have the highest TUR as compared to the TUR of the Peer MLPs for such Performance Period, no Performance Units shall be payable.

(e) Calculation of TUR for Peer MLP Performance Goals . For purposes of calculating TUR for the Peer MLP Performance Goals, TUR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TUR at the beginning of the Performance Period will be the average price for the calendar quarter preceding the beginning of the Performance Period (i.e., the calendar quarter ending on December 31, 2013). If TUR is measured as of December 31, 2016, the price used for determining TUR at the end of the Performance Period ending December 31, 2016 will be the average price for the calendar quarter ending on the last day of the Performance Period (i.e., the calendar quarter ending on December 31, 2016). If TUR is measured as of the day immediately prior to the first public announcement of an Adjustment Event, the price used for determining TUR at the end of such Performance Period will be the average price for the 90 calendar day period ending on the day immediately prior to the first public announcement of the Adjustment Event. The TUR calculation gives effect to all dividends throughout the applicable Performance Period, as if such dividends had been reinvested.

(f) Alerian Index Performance Goals . If an Adjustment Event occurs as described in subsection (d)(i) or (ii) above, the Target Award or Alerian Target Award, as applicable, will be payable if APLP’s TUR equals the median TUR of the Alerian Index comparison group described below (the “Peer Group”) for the Performance Period measured from January 1, 2014 through December 31, 2016, as set forth below.

(i) For purposes of calculations under this subsection (f), the Peer Group consists of those master limited partnerships that are in the Alerian MLP Index as in effect as of the beginning of the Performance Period, as set forth on the attached Exhibit A (the “Alerian MLP Index”). If a company is added to the Alerian MLP Index during

the Performance Period, that company is not included in the TUR calculation. A company that is included in the Alerian MLP Index at the beginning of the Performance Period will be removed from the TUR calculation only if the company ceases to exist as a publicly traded entity during the Performance Period, consistent with the methodology described in subsection (ii) below. The actual amount of the award of Performance Units may be higher or lower than the Target Award or the Alerian Target Award, as applicable, or it may be zero, based on APLP’s TUR percentile rank relative to the companies in the Peer Group, as follows:



APLP’s TUR Rank (Percentile) 90th 75th 60th 50th 40th 25th less than 25th	Percentage of Target Award or Alerian Target Award Earned 200% 162.5% 125% 100% 70% 25% 0%

The award percentage earned will be interpolated between each of the measuring points.

(ii) For purposes of calculating TUR for the Alerian Index Performance Goals under this subsection (f), TUR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TUR at the beginning and the end of the Performance Period will be the average price for the calendar quarter preceding the beginning of the Performance Period (i.e., the calendar quarter ending on December 31, 2013) and the calendar quarter ending on the last day of the Performance Period (i.e., the calendar quarter ending on December 31, 2016), respectively. The TUR calculation gives effect to all dividends throughout the Performance Period as if they had been reinvested.

(iii) The Target Award, or the Alerian Target Award, as applicable, is the amount designated for 100% (50th TUR rank) performance. Under this subsection (f), the Participant can earn up to 200% of the Target Award or Alerian Target Award, as applicable, if APLP’s TUR percentile rank exceeds the 50th TUR percentile rank, according to the foregoing schedule.

(g) Certification by the Committee . At the end of the applicable Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met, if applicable, and the amount to be paid with respect to the Performance Units.

3. Termination of Employment or Service .

(b) If the Participant terminates employment or service on account of Retirement (as defined below), Disability (as defined in the Plan) or death, the Participant will earn a pro-rata portion of the Participant’s outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after December 31, 2016, based on achievement of the Performance Goals for the applicable Performance Period, multiplied by a fraction, the numerator of which is the number of calendar years from January 1, 2014 through December 31, 2016 in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

(c) In the event of termination of employment or service on account of Retirement, Disability or death, the prorated amount shall be paid between January 1, 2017 and March 15, 2017 pursuant to Section 4, except as provided in Section 6.

5. Distribution Equivalents with Respect to Performance Units .

Performance Units held by the Participant on the record date for the distribution. No interest will be credited to any such account. The Distribution Equivalents shall be payable if and to the extent that the underlying Performance Units are payable, as described in subsections (c) and (d) below.

(c) With respect to the Distribution Equivalents related to Performance Units payable with respect to the Peer MLP Performance Goals pursuant to Section 2(c) or (d) (the “MLP Distribution Equivalents”), 150% of the target amount of MLP Distribution Equivalents (150% of the MLP Distribution Equivalents added to the Participant’s account) will be earned if the Performance Units related to such MLP Distribution Equivalents are earned pursuant to Section 2(c) or (d).

(d) With respect to Distribution Equivalents related to Performance Units payable with respect to the Alerian Index Performance Goals pursuant to Section 2(f) (the “Alerian Distribution Equivalents”), the target amount of Alerian Distribution Equivalents (100% of the Alerian Distribution Equivalents credited to the Participant’s account) will be earned if APLP’s TUR rank is at the 50th TUR percentile rank for the Performance Period. The Participant can earn up to 200% of the target amount of such Alerian Distribution Equivalents if APLP’s TUR rank exceeds the 50th TUR percentile rank, according to the schedule in Section 2(f).

(e) Except as described in Section 3(b) above or Section 6, if the Participant’s employment or service with the Company and its Affiliates terminates before December 31, 2016, all Distribution Equivalents will be forfeited.

(f) Distribution Equivalents will be paid in cash at the same time and on the same terms as the underlying Performance Units are paid, after the Committee determines that the conditions to payment have been met.

6. Change of Control .

(b) If a Change of Control occurs on or before December 31, 2016, the Committee shall calculate a Change of Control Amount as follows:

(iv) The Performance Period shall end as of the closing date of the Change of Control (the “Change of Control Date”), and the TUR ending date calculation for the Performance Period shall be based on the 90 calendar day period ending on the Change of Control Date, except as provided in subsection (ii)(3) below with respect to a Performance Period that has ended before the Change of Control Date.

(v) The Committee shall calculate a “Change of Control Amount” as follows:

(1) If no Adjustment Event has occurred before the Change of Control Date pursuant to Section 2, the Change of Control Amount shall be equal to the greater of (i) the Target Award amount or (ii) the amount of Performance Units that would be payable based on the Company’s achievement of the Peer MLP Performance Goals as of the Change of Control Date.

(2) If an Adjustment Event has occurred before the Change of Control Date pursuant to Section 2(d)(i) or (ii), the Change of Control Amount with respect to the Performance Units that are based on the Alerian Index Performance Goals pursuant to Section 2(d)(i) or (ii) shall be equal to the greater of (i) the Target Award or Alerian Target Award, as applicable to such Performance Units or (ii) the amount of such Performance Units that would be payable based on the Company’s achievement of the Alerian Index Performance Goals as of the Change of Control Date.

(3) If an Adjustment Event has occurred before the Change of Control Date pursuant to Section 2(d)(ii) or (iii), and an amount (150% or zero, as applicable) has been calculated based on achievement of the Peer MLP Performance Goals as of the end of the applicable Performance Period pursuant to Section 2(d)(ii) or (iii), the Change of Control Amount with respect to the Performance Units that are based on the Peer MLP Performance Goals shall be the amount, if any, previously calculated based on achievement of the Peer MLP Performance Goals.

(vi) The Change of Control Amount shall include related Distribution Equivalents and, if applicable, interest, as described below.

(vii) The Committee shall determine whether the Change of Control Amount attributable to Performance Units shall be (A) converted to units with respect to shares or other equity interests of the acquiring company or its parent (“Successor Units”), in which case Distribution Equivalents shall continue to be credited on the Successor Units, or (B) valued based on the Fair Market Value of the Performance Units as of the Change of Control Date and credited to a bookkeeping account for the Participant, in which case interest shall be credited on the amount so determined at a market rate for the period between the Change of Control Date and the applicable payment date. Notwithstanding the provisions of Section 4, all payments on and after a Change of Control shall be made in cash. If alternative (A) above is used, the cash payment shall equal the Fair Market Value on the date of payment of the number of shares or other equity interests underlying the Successor Units, plus accrued Distribution Equivalents. All payments shall be subject to applicable tax withholding.

(c) If a Change of Control occurs and the Participant continues in employment or service through December 31, 2016, the Change of Control Amount shall be paid in cash between January 1, 2017 and March 15, 2017.

(d) If a Change of Control occurs and the Participant has a Termination without Cause or a Good Reason Termination upon or within two years after the Change of Control Date and before December 31, 2016, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below.

(e) If a Change of Control occurs and the Participant terminates employment or service on account of Retirement, Disability or death upon or after the Change of Control Date and before December 31, 2016, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below; provided that, if required by section 409A, if the Participant’s Retirement, Disability or death occurs more than two years after the Change of Control Date, payment will be made between January 1, 2017 and March 15, 2017, and not upon the earlier separation from service.

(f) If a Participant’s employment or service terminates on account of Retirement, death or Disability before a Change of Control, and a Change of Control subsequently occurs on or before December 31, 2016, the prorated amount described in Section 3(b) shall be calculated by multiplying the fraction described in Section 3(b) by the Change of Control Amount. The prorated Change of Control Amount shall be paid in cash within 30 days after the Change of Control Date, subject to Section 13 below.

7. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(b) “ Good Reason Termination ” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

(ii) a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

9. Grant Subject to Plan Provisions and Company Policies .

11. No Unit Holder Rights . Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a Unitholder with respect to the Common Units related to the Performance Units, unless and until Common Units have been distributed to the Participant or successor.

¹ The performance units awarded pursuant to this grant letter are included in the total number of performance units disclosed for each of the Company's Section 16 officers in his or her respective Statement of Changes in Beneficial Ownership of Securities on Form 4 dated January 1, 2014, and filed on January 3, 2014 with the Securities and Exchange Commission. For the 2014 fiscal year, the Compensation/Pension Committee of the Company's Board of Directors included a second long-term performance metric for performance units granted under the Plan based on the Company's total return compared to two of its most comparable competitors in the retail propane business. This metric applies to approximately 45% of the performance units awarded under the Plan on January 1, 2014. The performance metric relative to the remainder of the performance units awarded January 1, 2014 is based on the Company's performance relative to the companies comprising the Alerian MLP Index.

EXHIBIT A

Performance Period January 1, 2014 through December 31, 2016

Alerian MLP Index



Access Midstream Partners LP Alliance Resource Partners LP AmeriGas Partners, L.P. Atlas Pipeline Partners LP Boardwalk Pipeline Partners LP BreitBurn Energy Partners LP Buckeye Partners LP Calumet Specialty Products Partners LP Crestwood Midstream Partners LP Crosstex Energy LP DCP Midstream Partners LP El Paso Pipeline Partners LP Enbridge Energy Partners LP Energy Transfer Partners LP Enterprise Products Partners LP EQT Midstream Partners LP EV Energy Partner LP Exterran Partners LP Ferrellgas Partners LP Genesis Energy LP Golar LNG Partners LP Holly Energy Partners LP Kinder Morgan Energy Partners LP Legacy Reserves LP Linn Energy LLC	Magellan Midstream Partners LP MarkWest Energy Partners LP Martin Midstream Partners LP Memorial Production Partners LP MPLX LP Natural Resource Partners LP Navios Maritime Partners LP NGL Energy Partners LP NuStar Energy LP ONEOK Partners LP Plains All American Pipeline LP PVR Partners LP QR Energy LP Regency Energy Partners LP Spectra Energy Partners LP Suburban Propane Partners LP Sunoco Logistics Partners LP Targa Resources Partners LP TC Pipelines LP Teekay LNG Partners LP Teekay Offshore Partners LP Tesoro Logistics LP Vanguard Natural Resources LLC Western Gas Partners LP Williams Partners LP

EXHIBIT 10.3

Directors Phantom Unit Grant

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PHANTOM UNIT GRANT LETTER

This PHANTOM UNIT GRANT, dated January 8, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to __________________ (the “Participant”).

RECITALS

WHEREAS, the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. (the “Plan”) provides for the grant of Phantom Units (“Phantom Units”) with respect to common units of AmeriGas Partners, L.P. (“APLP”);

WHEREAS, the Plan has been adopted by the Board of Directors of the Company (the “Board”), and approved by common unit holders of APLP (“Unitholders”);

WHEREAS, a Phantom Unit is a Phantom Unit that represents the value of one common unit of APLP (“Common Unit”); and

WHEREAS, the Board has decided to grant Phantom Units to the Participant on the terms described below.

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

1. Grant of Phantom Units .

(a) Subject to the terms and conditions set forth in this Grant Letter, the Board hereby awards the Participant an award of 1,100 Phantom Units (as defined in Section 4). The Phantom Units are granted with Distribution Equivalents (as defined in Section 4).

(b) The Company shall keep records in an Account (as defined in Section 4) to reflect the number of Phantom Units and Distribution Equivalents credited to the Participant. Fractional Phantom Units shall accumulate in the Participant’s Account and shall be added to other fractional Phantom Units to create whole Phantom Units.

2. Distribution Equivalents with Respect to Phantom Units .

(a) Crediting of Distribution Equivalents . From the Date of Grant until the Participant’s Account has been fully distributed, on each payment date for a distribution paid by APLP on its Common Units, the Company shall credit to the Participant’s Account an amount equal to the Distribution Equivalent associated with the Phantom Units credited to the Participant on the record date for the distribution.

(b) Conversion to Phantom Units . On the last day of each Plan Year (as defined in Section 4), the amount of the Distribution Equivalents credited to the Participant’s Account during that Plan Year shall be converted to a number of Phantom Units, based on the Unit Value (as defined in Section 4) on the last day of the Plan Year. In the event of a Change of Control (as defined in the Plan) or in the event the Participant dies or Separates from Service (as defined in Section 4) prior to the last day of the Plan Year, as soon as practicable following such event, and in no event later than the date on which Phantom Units are redeemed in accordance with Section 3, the Company shall convert the amount of Distribution Equivalents previously credited to the Participant’s Account during the Plan Year to a number of Phantom Units based on the Unit Value on the date of such Change of Control, death or Separation from Service.

3. Events Requiring Redemption of Phantom Units .

(a) Redemption . The Company shall redeem Phantom Units credited to the Participant’s Account at the times and in the manner prescribed by this Section 3. When Phantom Units are to be redeemed, the Company will determine the Unit Value of the Phantom Units credited to the Participant’s Account as of the date of the Participant’s Separation from Service or death. Except as described in subsection (c) below, an amount equal to 65% of the aggregate Unit Value will be paid in the form of whole Common Units (with fractional Common Units paid in cash), and the remaining 35% of the aggregate Unit Value will be paid in cash.

(b) Separation from Service or Death. In the event the Participant Separates from Service or dies, the Company shall redeem all the Phantom Units then credited to the Participant’s Account as of the date of the Participant’s Separation from Service or death. In the event of a Separation from Service, the redemption amount shall be paid within 30 business days after the date of the Participant’s Separation from Service. In the event of death, the redemption amount shall be paid to the Participant’s estate within 60 business days after the Participant’s death.

(c) Change of Control. In the event of a Change of Control, the Company shall redeem all the Phantom Units then credited to the Participant’s Account. The redemption amount shall be paid in cash on the closing date of the Change of Control (except as described below). The amount paid shall equal the product of the number of Phantom Units being redeemed multiplied by the Unit Value at the date of the Change of Control. However, in the event that the transaction constituting a Change of Control is not a change in control event under section 409A of the Code (as defined in Section 4), the Participant’s Phantom Units shall be redeemed and paid in cash upon Separation from Service or death on the applicable date described in subsection (b) above (based on the aggregate Unit Value on the date of Separation from Service or death as determined by the Board), instead of upon the Change of Control pursuant to this subsection (c). If payment is delayed after the Change of Control, pursuant to the preceding sentence, the Board may provide for the Phantom Units to be valued as of the date of the Change of Control and interest to be credited on the amount so determined at a market rate for the period between the Change of Control date and the payment date.

(d) Deferral Elections . Notwithstanding the foregoing, pursuant to the Deferral Plan, the Participant may make a one-time, irrevocable election to elect to have all of the Participant’s

Phantom Units credited to the Participant’s account under the Deferral Plan on the date of the Participant’s Separation from Service, in lieu of the redemption and payments described in subsection (b) above. If the Participant makes a deferral election, the Participant’s Phantom Units will be credited to the Participant’s account under the Deferral Plan at Separation from Service and the amount credited to the Deferral Plan shall be distributed in accordance with the provisions of the Deferral Plan. If the Participant makes a deferral election under the Deferral Plan and a Change of Control occurs: (i) subsection (c) above shall apply if the Change of Control occurs before the Participant’s Separation from Service and (ii) the terms of the Deferral Plan shall apply if the Change of Control occurs after or simultaneously with the Participant’s Separation from Service. An election under the Deferral Plan shall be made in writing, on a form and at a time prescribed by the committee that administers the Deferral Plan and shall be irrevocable upon submission to the Corporate Secretary. A deferral election shall be made in accordance with section 409A of the Code.

4. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(a) “ Account ” means the Company’s bookkeeping account established pursuant to Section 1, which reflects the number of Phantom Units and the amount of Distribution Equivalents standing to the credit of the Participant.

(b) “APLP” means AmeriGas Partners, L.P.

(c) “Distribution Equivalent” means an amount determined by multiplying the number of Common Units subject to Phantom Units by the per-Common Unit cash distribution, or the per-Common Unit fair market value of any distribution in consideration other than cash, paid by APLP on its Common Units.

(d) “Code ” means the Internal Revenue Code of 1986, as amended.

(e) “Deferral Plan” means the UGI Corporation 2009 Deferral Plan.

(f) “ Plan Year ” means the calendar year.

(g) “ Separates from Service ” or “Separation from Service” means the Participant’s termination of service as a non‑employee director and as an employee of the Company for any reason other than death and shall be determined in accordance with section 409A of the Code.

(h) “Phantom Unit” means the right of the Participant to receive a Common Unit, or an amount based on the value of a Common Unit, subject to the terms and conditions of this Grant Letter and the Plan.

(i) “ Unit Value ” means, at any time, the value of each Phantom Unit, which value shall be equal to the Fair Market Value (as defined in the Plan) of a Common Unit on such date.

5. Taxes . All obligations of the Company under this Grant Letter shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable.

6. Conditions . The obligation of the Company to deliver Common Units shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Common Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of Common Units, the Common Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of Common Units to the Participant pursuant to this Grant Letter is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

7. Grant Subject to Plan Provisions .

(a) This grant is made pursuant to the Plan, which is incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and payment of Phantom Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the Common Units issued under the Plan, (ii) changes in capitalization of APLP and (iii) other requirements of applicable law. The Board shall have the authority to interpret and construe this Grant Letter pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

(b) All Common Units issued pursuant to this grant shall be subject to any applicable policies implemented by the Board of Directors of the Company, as in effect from time to time.

8. No Unit Holder Rights . Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death, shall have any of the rights and privileges of a Unitholder with respect to the Common Units, until certificates for the Common Units have been issued upon payment of Phantom Units. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Phantom Unit account established for the Participant.

9. Assignment and Transfers . The rights and interests of the Participant under this Grant Letter may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. If the Participant dies, any payments to be made under this Grant Letter after the Participant’s death shall be paid to the Participant’s estate. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates.

10. Compliance with Code Section 409A . Notwithstanding any other provisions hereof, this Grant Letter is intended to comply with the requirements of section 409A of the Code. For

purposes of section 409A, each payment of compensation under this Grant Letter shall be treated as a separate payment.

11. Applicable Law . The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.

12. Notice . Any notice to the Company provided for in this Grant Letter shall be addressed to the Company in care of the Corporate Secretary at the Company’s headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the records of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, the parties have executed this Phantom Unit Grant Letter as of the Date of Grant.

Attest AmeriGas Propane, Inc.

By:
Assistant Secretary                 Name:
                         Position:

I hereby (i) acknowledge receipt of the Plan incorporated herein, (ii) acknowledge that I have read the Grant Letter and understand the terms and conditions of it, (iii) accept the Phantom Units described in the Grant Letter, (iv) agree to be bound by the terms of the Plan and the Grant Letter, and (v) agree that all the decisions and determinations of the Board or the Committee shall be final and binding on me and any other person having or claiming a right under this Grant.

Participant

EXHIBIT 10.4

AMERIGAS PROPANE, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

As Amended and Restated Effective November 22, 2013

TABLE OF CONTENTS



		Page
ARTICLE I	STATEMENT OF PURPOSE	2

ARTICLE II	DEFINITIONS	2

ARTICLE III	PARTICIPATION AND VESTING	4

ARTICLE IV	BENEFITS	5

ARTICLE V	FORM AND TIMING OF BENEFIT DISTRIBUTION	6

ARTICLE VI	FUNDING OF BENEFITS	6

ARTICLE VII	THE COMMITTEES	7

ARTICLE VIII	AMENDMENT AND TERMINATION	8

ARTICLE IX	CLAIMS PROCEDURES	9

ARTICLE X	MISCELLANEOUS PROVISIONS	10



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ARTICLE I

STATEMENT OF PURPOSE

Sec. 1.01 Purpose . In recognition of the services provided to AmeriGas Propane, Inc. (“AGP”) by certain senior management and highly compensated employees, AGP maintains the AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) to provide such employees with the opportunity to supplement their retirement benefits through the deferral of additional compensation. The Plan was originally effective February 1, 2007. The Plan was amended and restated effective January 1, 2009, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and certain other changes. The Plan was further amended and restated as of January 1, 2012. The Plan is now amended and restated as of November 22, 2013.

ARTICLE II

DEFINITIONS

Sec. 2.01 “Account” shall mean for each Participant, the account or accounts maintained on the books of AGP representing the entire interest of the Participant under the Plan, consisting of amounts attributable to Compensation deferred by the Participant pursuant to Section 4.01 and all earnings and gains attributable thereto and reduced by all losses attributable thereto, all expenses chargeable thereagainst and all distributions therefrom.

Sec. 2.02 “Administrative Committee” shall mean the administrative committee designated pursuant to Article VII of the Plan to administer the Plan in accordance with its terms.

Sec. 2.03 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

Sec. 2.04 “AGP” shall mean AmeriGas Propane, Inc. or any successor thereto.

Sec. 2.05 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.

Sec. 2.06 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan.

Sec. 2.07 “Beneficiary” shall mean the person or entity designated by a Participant, in a written instrument submitted to the Administrative Committee. In the event the Participant fails to properly designate a Beneficiary or in the event that the Participant is predeceased by all designated primary and secondary Beneficiaries, the death benefit shall be payable to the personal representative of the Participant’s estate.

Sec. 2.08 “Board” shall mean the Board of Directors of AGP.

Sec. 2.09 “Code” shall mean the Internal Revenue Code of 1986, as amended.

Sec. 2.10 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee of the Board or such other committee designated by the Board to perform certain functions with respect to the Plan.

Sec. 2.11 “Compensation” shall mean, for any Plan Year, the total remuneration paid by the Participant’s employer to or on behalf of the Participant during the Plan Year, exclusive of compensation paid or accrued with respect to service performed prior to the date on which the Employee became a Participant. Compensation shall include basic salary or wages, annual incentive bonuses, commissions and all other direct current money compensation (other than long-term incentive plan payments and severance pay), amounts paid in reimbursement of, or in lieu of, expenses incurred by the Participant in the performance of his duties, and the value of non-money awards or gifts made by the employer; provided, however, that Compensation shall be determined prior to giving effect to any salary reduction election made pursuant to the terms of any plan. Notwithstanding the foregoing, Compensation shall not include amounts credited on a Participant’s behalf to the AGP SERP or any other nonqualified deferred compensation plan maintained by AGP or its affiliates other than this Plan.

Sec. 2.12 “Effective Date” shall mean November 22, 2013.

Sec. 2.13 “Eligible Employee” shall mean an Employee of AGP, a Subsidiary or an Affiliate that is directly or indirectly controlled by AGP, who is a member of a select group of management or highly compensated employees and who is designated by the Administrative Committee as eligible to participate in the Plan for a Plan Year.

Sec. 2.14 “Employee” shall mean any person in the employ of AGP, a Subsidiary or an Affiliate that is directly or indirectly controlled by AGP, other than a person (i) whose terms and conditions of employment are determined through collective bargaining with a third party or (ii) who is characterized as an independent contractor by AGP, a Subsidiary or an Affiliate, no matter how characterized by a court or government agency. No retroactive characterization of an individual’s status for any other purpose shall make an individual an “Employee” for purposes hereof unless specifically determined otherwise by AGP for the purposes of this Plan.

Sec. 2.15 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Sec. 2.16 “Key Employee” shall mean an Employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under section 409A of the Code, as determined by the UGI Compensation and Management Development Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the UGI Compensation and Management Development Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

Sec. 2.17 “Participant” shall mean each Eligible Employee who meets the requirements of Section 3.01 hereof.

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Sec. 2.18 “Plan Year” shall mean the calendar year.

Sec. 2.19 “Plan” shall mean the AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan as set forth herein, and as the same may hereafter be amended.

Sec. 2.20 “Postponement Period” shall mean, for a Key Employee, the period of six months after the Key Employee’s separation from service (or such other period as may be required by section 409A of the Code), during which Plan benefits may not be paid to the Key Employee under section 409A of the Code.

Sec. 2.21 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, owns at least a fifty percent (50%) interest or an unincorporated entity of which AGP, directly or indirectly, owns at least fifty percent (50%) of the profits or capital interests.

Sec. 2.22 “Valuation Date” shall mean the last day of the Plan Year and each other interim date during the Plan Year or dates determined by the Administrative Committee.

ARTICLE III

PARTICIPATION AND VESTING

Sec. 3.01 Participation . Each Eligible Employee shall become a Participant in the Plan upon completion of a deferral election in the time, form and manner determined by the Administrative Committee; provided that such deferral election must be made not later than December 31 of the Plan Year preceding the Plan Year for which the election is to be effective. A Participant may elect to defer from one percent (1%) to twenty-five percent (25%), in whole percentages, of his Compensation through payroll reductions. The maximum annual amount of Compensation that a Participant may defer under the Plan is $10,000.

Sec. 3.02 Vesting . A Participant, at all times, shall have a fully (100%) vested and nonforfeitable interest in his Account under the Plan.

Sec. 3.03 Rehired Employees . An Eligible Employee who incurs a separation from service (within the meaning of section 409A of the Code) with AGP and its Affiliates and is rehired and designated as an Eligible Employee in the same Plan Year may not commence deferrals under the Plan until the next Plan Year and he must make an election to reduce his Compensation prior to the start of the Plan Year for which the election is to be effective, in a manner prescribed by the Administrative Committee.

Sec. 3.04 Newly Hired Employees . A newly hired Employee, who has been designated as an Eligible Employee by the Administrative Committee, may make an election to reduce Compensation, as soon as practicable, but, in any event, the election must be made within thirty (30) days of the date he is designated as eligible to participate in the Plan by the Administrative Committee. Any election made according to this Section 3.04 will become effective the first day of the month following thirty (30) days after the date the Employee is designated as an Eligible

Employee by the Administrative Committee, with respect to Compensation earned after the effective date of the newly hired Employee’s deferral election.

ARTICLE IV

BENEFITS

Sec. 4.01 Amount . For each payroll period during the Plan Year, AGP shall credit to a Participant’s Account the amount of the Participant’s Compensation that the Participant has elected to defer pursuant to Section 3.01.

Sec. 4.02 Hardship Withdrawals . Notwithstanding the foregoing, a Participant who takes a hardship withdrawal from the AGP 401(k) Plan shall have his Compensation reductions and corresponding credit to his Account cancelled for the Plan Year in which the hardship withdrawal occurs. A Participant whose Compensation reductions have been cancelled due to a hardship withdrawal from the AGP 401(k) Plan may recommence participation in the Plan (assuming such Participant continues to be eligible to participate) in a subsequent Plan Year by making an Compensation reduction election, in accordance with Section 3.01 for which the election is to be effective, prior to the beginning of the Plan Year, in accordance with Section 3.01 for which the election is to be effective.

Sec. 4.03 Investment of Account .

(a) For purposes of measuring the investment returns of his Account, a Participant may select, from the investment funds designated by the Administrative Committee, the investment funds in which all or part of his Account shall be deemed to be invested.

(b) A Participant shall make an investment designation by means of Fidelity’s netBenefits WebPage which shall remain effective until another valid direction has been made by the Participant. The Participant may amend his investment designation at such time or times as permitted by the Administrative Committee in its sole discretion, and in accordance with such procedures as may be established by the Administrative Committee.

(c) The investment funds deemed to be made available to the Participant, and any limitation on the maximum or minimum percentages of the Participant’s Account that may be deemed to be invested in any particular fund, shall be the same as from time-to-time communicated to the Participant by the Administrative Committee.

(d) In the absence of any Participant election designating the deemed investment of his Account, a Participant shall be deemed to have elected that his Account be invested in the manner selected by the Administrative Committee for such circumstance.

(e) The Administrative Committee shall provide a statement at least annually to the Participant showing such information as is appropriate, including the aggregate amount in his Account as of a reasonably current date.

Sec. 4.04 Valuation of Account .

(a) AGP shall establish a bookkeeping Account for each Participant to which will be credited amounts described in Section 3.01 at such times and in accordance with such procedures as may be prescribed by the Administrative Committee. The Account shall be reduced to reflect any distributions from such Account. Such reductions shall be charged to the Account as of the date such distributions are made.

(b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Account was invested in the manner set forth under Section 4.03, hereof) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Participant’s Account.

ARTICLE V

FORM AND TIMING OF BENEFIT DISTRIBUTION

Sec. 5.01 Form of Benefit Distributions . Benefits payable under the Plan shall be paid in a lump sum to the Participant or, in the event of the Participant’s death, the Participant’s Beneficiary.

Sec. 5.02 Timing of Benefit Distributions .

(a) Except as otherwise required by Section 5.02(b) below, benefits payable under the Plan shall be paid to the Participant (or the Participant’s Beneficiary in the case of death) as soon as practicable after the earliest of a Participant’s (i) separation from service (within the meaning of such term under section 409A of the Code) with AGP and its Affiliates, (ii) disability (within the meaning of such term under section 409A of the Code) or (iii) death. In no event shall such payment be made later than the later of: (A) 60 days after a Participant’s separation from service, disability or death, as the case may be, or (B) December 31 of the year in which such separation from service, disability or death, as the case may be, occurs. If required by section 409A of the Code, no benefits shall be paid to a Participant who is a Key Employee during the Postponement Period.

(b) If a Participant is a Key Employee and payment of benefits under the Plan is required to be delayed for the Postponement Period pursuant to section 409A of the Code, the accumulated amounts withheld on account of section 409A of the Code shall be paid in a lump sum payment within 15 days after the end of the Postponement Period. If the Participant dies during the Postponement Period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the Participant’s Beneficiary within 60 days after the Participant’s death.

ARTICLE VI

FUNDING OF BENEFITS

Sec. 6.01 Source of Funds . The Board may, but shall not be required to, authorize the establishment of a rabbi trust for the benefits described herein. In any event, AGP’s obligation hereunder shall constitute a general, unsecured obligation, payable solely out of its general assets, and no Participant shall have any right to any specific assets of AGP or any such vehicle.

ARTICLE VII

THE COMMITTEES

Sec. 7.01 Appointment and Tenure of Administrative Committee Members . The Administrative Committee shall consist of one or more persons who shall be appointed by and serve at the pleasure of the Compensation/Pension Committee. Any Administrative Committee member may resign by delivering his or her written resignation to the Compensation/Pension Committee. Vacancies arising by the death, resignation or removal of an Administrative Committee member may be filled by the Compensation/Pension Committee.

Sec. 7.02 Meetings; Majority Rule . Any and all acts of the Administrative Committee taken at a meeting shall be by a majority of all members of the Administrative Committee. The Administrative Committee may act by vote taken in a meeting (at which a majority of members shall constitute a quorum). The Administrative Committee may also act by unanimous consent in writing without the formality of convening a meeting.

Sec. 7.03 Delegation . The Administrative Committee may, by majority decision, delegate to each or any one of its members, authority to sign any documents on its behalf, or to perform ministerial acts, but no person to whom such authority is delegated shall perform any act involving the exercise of any discretion without first obtaining the concurrence of a majority of the members of the Administrative Committee, even though such person alone may sign any document required by third parties. The Administrative Committee shall elect one of its members to serve as Chairperson. The Chairperson shall preside at all meetings of the Administrative Committee or shall delegate such responsibility to another Administrative Committee member. The Administrative Committee shall elect one person to serve as Secretary to the Administrative Committee. All third parties may rely on any communication signed by the Secretary, acting as such, as an official communication from the Administrative Committee.

Sec. 7.04 Authority and Responsibility of the Administrative Committee . The Administrative Committee shall have only such authority and responsibilities as are delegated to it by the Compensation/Pension Committee or specifically under this Plan. The Administrative Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules and regulations for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Administrative Committee’s authorities and responsibilities shall also include:

(a) maintenance and preservation of records relating to Participants, former Participants, and their beneficiaries;

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(b) preparation and distribution to Participants of all information and notices required under federal law or the provisions of the Plan;

(c) preparation and filing of all governmental reports and other information required under law to be filed or published;

(d) construction of the provisions of the Plan, to correct defects therein and to supply omissions thereto;

(e) engagement of assistants and professional advisers;

(f) arrangement for bonding, if required by law; and

(g) promulgation of procedures for determination of claims for benefits.

Sec. 7.05 Compensation of Administrative Committee Members . The members of the Administrative Committee shall serve without compensation for their services as such, but all expenses of the Administrative Committee shall be paid or reimbursed by AGP.

Sec. 7.06 Administrative Committee Discretion . Any discretion, actions, or interpretations to be made under the Plan by the Administrative Committee shall be made in its sole discretion, need not be uniformly applied to similarly situated individuals, and shall be final, binding, and conclusive on the parties. All benefits under the Plan shall be provided conditional upon the Participant’s acknowledgement, in writing or by acceptance of the benefits, that all decisions and determinations of the Administrative Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under the Plan.

Sec. 7.07 Indemnification of the Committees . Each member of the Administrative Committee and each member of the Compensation/Pension Committee shall be indemnified by AGP against costs, expenses and liabilities (other than amounts paid in settlement to which AGP does not consent) reasonably incurred by the member in connection with any action to which he or she may be a party by reason of the member’s service as a member of the Committee, except in relation to matters as to which the member shall be adjudged in such action to be personally guilty of gross negligence or willful misconduct in the performance of the member’s duties. The foregoing right to indemnification shall be in addition to such other rights as the Administrative Committee or the Compensation/Pension Committee member may enjoy as a matter of law or by reason of insurance coverage of any kind, but shall not extend to costs, expenses and/or liabilities otherwise covered by insurance or that would be so covered by any insurance then in force if such insurance contained a waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification to which the Administrative Committee or the Compensation/Pension Committee member may be entitled pursuant to the by-laws of AGP. Service on the Administrative Committee or the Compensation/Pension Committee shall be deemed in partial fulfillment of the applicable Committee member’s function as an employee, officer, or director of AGP, if the Committee member also serves in that capacity.

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ARTICLE VIII

AMENDMENT AND TERMINATION

Sec. 8.01 Amendment . The provisions of the Plan may be amended at any time and from time to time by the Compensation/Pension Committee for any reason without either the consent of or prior notice to any Participant; provided, however, that no such amendment shall serve to reduce the benefit that has accrued on behalf of a Participant as of the effective date of the amendment. Notwithstanding the foregoing, the Administrative Committee may adopt any amendment to the Plan as it shall deem necessary or appropriate to (i) maintain compliance with current laws and regulations; (ii) correct errors and omissions in the Plan document; and (iii) facilitate the administration and operation of the Plan.

Sec. 8.02 Plan Termination . While it is AGP’s intention to continue the Plan indefinitely in operation, the right is, nevertheless, reserved to terminate the Plan in whole or in part at any time for any reason without either the consent of or prior notice to any Participant. No such termination shall reduce the benefit that has accrued on behalf of a Participant as of the effective date of the termination, but AGP may immediately distribute all accrued benefits upon termination of the Plan in accordance with section 409A of the Code.

ARTICLE IX

CLAIMS PROCEDURES

Sec. 9.01 Claim . Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as “claimant”), or requesting information under the Plan shall present the request in writing to the Administrative Committee, which shall respond in writing or electronically. The notice advising of the denial shall be furnished to the claimant within 90 days of receipt of the benefit claim by the Administrative Committee, unless special circumstances require an extension of time to process the claim. If an extension is required, the Administrative Committee shall provide notice of the extension prior to the termination of the 90 day period. In no event may the extension exceed a total of 180 days from the date of the original receipt of the claim.

Sec. 9.02 Denial of Claim . If the claim or request is denied, the written or electronic notice of denial shall state:

(h) The reason(s) for denial;

(i) Reference to the specific Plan provisions on which the denial is based;

(j) A description of any additional material or information required and an explanation of why it is necessary; and

(k) An explanation of the Plan’s claims review procedures and the time limits applicable to such procedures, including the right to bring a civil action under section 502(a) of ERISA.

Sec. 9.03 Final Decision . The decision on review shall normally be made within 60 days after the Administrative Committee’s receipt of claimant’s claim or request. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision shall be in writing or in electronic form and shall:

(a) State the specific reason(s) for the denial;

(b) Reference the relevant Plan provisions;

(c) State that the claimant is entitled to receive, upon request and free of charge, and have reasonable access to and copies of all documents, records and other information relevant to the claim for benefits; and

(d) State that the claimant may bring an action under section 502(a) of ERISA.

All decisions on review shall be final and bind all parties concerned.

Sec. 9.04 Review of Claim . Any claimant whose claim or request is denied or who has not received a response within 60 days may request a review by notice given in writing or electronic form to the Administrative Committee. Such request must be made within 60 days after receipt by the claimant of the written or electronic notice of denial, or in the event the claimant has not received a response, 60 days after receipt by the Administrative Committee of the claimant’s claim or request. The claim or request shall be reviewed by the Administrative Committee which may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

ARTICLE X

MISCELLANEOUS PROVISIONS

Sec. 10.01 Nonalienation of Benefits . None of the payments, benefits or rights of any Participant under the Plan shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate commute, pledge, encumber or assign any of the benefits or payments which he or she may expect to receive, contingently or otherwise, under the Plan, except any right to designate a beneficiary or beneficiaries in connection with any form of benefit payment providing benefits after the Participant’s death.

Sec. 10.02 No Contract of Employment . Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or Employee, or any person whomsoever, the right to be retained in the service of AGP, and all Participants and other Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

Sec. 10.03 Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provision had not been included.

Sec. 10.04 Heirs, Assigns and Personal Representatives . The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.

Sec. 10.05 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Sec. 10.06 Gender and Number . Except where otherwise clearly indicated by context, the masculine and the neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa.

Sec. 10.07 Controlling Law . The Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania to the extent not preempted by federal law, which shall otherwise control, and exclusive of any Pennsylvania choice of law provisions.

Sec. 10.08 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge AGP, the Board, the Administrative Committee, the Compensation/Pension Committee and all other parties with respect thereto.

Sec. 10.09 Reliance on Data and Consents . AGP, the Board, the Compensation/Pension Committee, the Administrative Committee, all fiduciaries with respect to the Plan, and all other persons or entities associated with the operation of the Plan, and the provision of benefits thereunder, may reasonably rely on the truth, accuracy and completeness of all data provided by the Participant, including, without limitation, data with respect to age, health and marital status. Furthermore, AGP, the Board, the Compensation/Pension Committee, the Administrative Committee and all fiduciaries with respect to the Plan may reasonably rely on all consents, elections and designations filed with the Plan or those associated with the operation of the Plan by any Participant, or the representatives of any such person without duty to inquire into the genuineness of any such consent, election or designation. None of the aforementioned persons or entities associated with the operation of the Plan or the benefits provided under the Plan shall have any duty to inquire into any such data, and all may rely on such data being

current to the date of reference, it being the duty of the Participants to advise the appropriate parties of any change in such data.

Sec. 10.10 Lost Payees . A benefit (including accrued interest) shall be deemed forfeited if the Board or the Administrative Committee is unable to locate a Participant to whom payment is due; provided, however, that such benefit shall be reinstated if a claim is made by the proper payee for the forfeited benefit.

Sec. 10.11 Obligations of AGP . If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to AGP, then AGP may offset such amount owed to it against the amount of benefits otherwise distributable. Such determination shall be made by the Administrative Committee.

Sec. 10.12 Withholding . The Participant’s employer shall withhold from any payment made pursuant to this Plan any taxes required to be withheld from such payments under local, state or Federal law.

Sec. 10.13 Taxation . The Plan is intended to comply with the requirements of section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, allocations to the Plan shall be made consistent with the requirements of section 409A of the Code, and distributions may only be made under the Plan upon an event and in a manner permitted by section 409A of the Code. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except as permitted under section 409A of the Code.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, and as evidence of its adoption of the Plan, AGP has caused the same to be executed by its duly authorized officer and its corporate seal to be affixed hereto as of the _____ day of ____________________, 2013.



Attest: ___________________________________ Monica Gaudiosi Secretary		AMERIGAS PROPANE, INC. By: _________________________________ President and Chief Executive Officer

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EXHIBIT 10.5

AMERIGAS PROPANE, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As amended and restated effective November 22, 2013

TABLE OF CONTENTS



		Page
ARTICLE I	STATEMENT OF PURPOSE	2
ARTICLE II	DEFINITIONS	2
ARTICLE III	PARTICIPATION AND VESTING	4
ARTICLE IV	BENEFITS	5
ARTICLE V	FORM AND TIMING OF BENEFIT DISTRIBUTION	6
ARTICLE VI	FUNDING OF BENEFITS	7
ARTICLE VII	THE COMMITTEE	7
ARTICLE VIII	AMENDMENT AND TERMINATION	9
ARTICLE IX	CLAIMS PROCEDURES	9
ARTICLE X	MISCELLANEOUS PROVISIONS	11



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ARTICLE I

STATEMENT OF PURPOSE

The purpose of the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (the “AGP SERP”) is to provide a fair and competitive level of retirement benefits to certain management and other highly compensated employees and thereby to attract and retain the highest quality executives to AmeriGas Propane, Inc. To address these purposes, certain employees of AmeriGas Propane, Inc. (those designated as “Participants”) will be provided with supplemental retirement benefits. The AGP SERP was amended and restated effective as of January 1, 2009 to allow Participants to defer their benefit under the AGP SERP to the UGI Corporation 2009 Deferral Plan. This amendment and restatement of the AGP SERP shall be effective as of November 22, 2013, except as otherwise indicated.

ARTICLE II

DEFINITIONS

Sec. 2.01 “Administrative Committee” shall mean the administrative committee designated pursuant to Article VII to administer the AGP SERP in accordance with its terms.

Sec. 2.02 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

Sec. 2.03 “AGP” shall mean AmeriGas Propane, Inc.

Sec. 2.04 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.

Sec. 2.05 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as set forth herein and as the same may be hereafter amended.

Sec. 2.06 “Beneficiary” shall mean the person designated by a Participant to receive any benefits payable after the Participant’s death. AGP shall provide a form for this purpose. In the event a Participant has not filed a Beneficiary designation with AGP or none of the designated Beneficiaries are living at the date of the Participant’s death, the Beneficiary shall be the Participant’s estate.

Sec. 2.07 “Board” shall mean the Board of Directors of AGP.

Sec. 2.08 “Change in Control Agreement” shall mean a Change in Control Agreement between an Employee and AGP or a Subsidiary.

Sec. 2.09 “Code” shall mean the Internal Revenue Code of 1986, as amended.

Sec. 2.10 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee of the Board or such other committee designated by the Board of AGP to perform certain functions with respect to the AGP SERP.

Sec. 2.11 “Compensation” shall mean a Participant’s actual base salary earned from AGP and its Subsidiaries, plus the amount of annual bonus payable under the applicable bonus or severance plan, in each Plan Year. Compensation shall include any such salary and bonus that that would be payable to the Employee except for an election by the Employee to have such compensation deferred under any qualified savings plan, non-qualified deferred compensation plan, or section 125 plan, of AGP or a Subsidiary. Compensation shall be prorated for any Plan Year during which the Employee ceases to be a Participant and remains an employee of AGP or a Subsidiary or Affiliate.

Sec. 2.12 “Deferral Plan” shall mean the UGI Corporation 2009 Deferral Plan.

Sec. 2.13 “Effective Date” of the AGP SERP shall mean October 1, 1996. The effective date of the amended restated AGP SERP shall mean November 22, 2013, except as otherwise indicated.

Sec. 2.14 “Employee” shall mean any person in the employ of AGP or any AGP Subsidiary other than a person (i) whose terms and conditions of employment are determined through collective bargaining with a third party or (ii) who is characterized as an independent contractor by AGP, no matter how characterized by a court or government agency. No retroactive characterization of an individual’s status for any other purpose shall make an individual an “Employee” for purposes hereof unless specifically determined otherwise by AGP for the purposes of this AGP SERP.

Sec. 2.15 “Employment Commencement Date” shall mean the first day on which a Participant became an employee of AGP, any Subsidiary or Affiliate of AGP, or any entity whose business or assets have been acquired by AGP, its Subsidiary or Affiliate or by any predecessor of such entities. If any interruption of employment occurred after the date described in the preceding sentence, the “Employment Commencement Date” after reemployment shall be the first day on which the Participant became an employee as described in the preceding sentence after the most recent such interruption of the employment relationship between the Participant and AGP or any of its Subsidiaries or Affiliates, unless the Administrative Committee determines otherwise.

Sec. 2.16 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Sec. 2.17 “Key Employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under section 409A of the Code, as determined by the Compensation and Management Development Committee of the Board of Directors of UGI Corporation or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the

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identification date, shall be made by such Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

Sec. 2.18 “Matching Contribution” shall have the meaning given that term under the AGP 401(k) Plan.

Sec. 2.19 “Participant” shall mean each Employee who meets the requirements of Section 3.01 hereof.

Sec. 2.20 “Plan Year” shall mean a fiscal year beginning October 1 and ending September 30.

Sec. 2.21 “Postponement Period” shall mean, for a Key Employee, the period of six months after separation from service (or such other period as may be required by Section 409A of the Code) during which AGP SERP benefits may not be paid to the Key Employee under section 409A of the Code.

Sec. 2.22 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, owns at least a 50% interest or an unincorporated entity of which AGP, directly or indirectly, owns at least 50% of the profits or capital interests.

Sec. 2.23 “Termination for Cause” shall mean termination of employment by reason of misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties, which gross negligence has had a material gross adverse effect on the business, operations, assets, properties or financial condition of AGP, AmeriGas Partners, L.P., AmeriGas Propane, L.P., or their Subsidiaries and Affiliates, taken as a whole.

ARTICLE III

PARTICIPATION AND VESTING

Sec. 3.01 Participation . Each Employee of AGP or an AGP Subsidiary who was a Participant in this AGP SERP on December 31, 2008 shall continue to be a Participant on January 1, 2009. On and after January 1, 2009, each newly hired Employee of AGP or an AGP Subsidiary who becomes employed on a salaried basis at grade level 36 or higher, or such other level as the Compensation/Pension Committee may designate, shall become a Participant immediately upon his date of hire. On and after January 1, 2009, each newly promoted Employee of AGP or an AGP Subsidiary shall become a Participant as of the first day of the Plan Year following the date on which he or she meets the eligibility requirements.

Sec. 3.02 Vesting . Benefits under this AGP SERP shall vest on the fifth anniversary of a Participant’s most recent Employment Commencement Date, if the Participant continues to be employed by AGP and its Affiliates through the vesting date, unless the Compensation/Pension Committee determines that a Participant’s benefits should vest, in whole or in part, sooner. A Participant’s benefit under this AGP SERP shall also vest if the Participant’s employment with

AGP and its Subsidiaries and Affiliates terminates on account of death or Total Disability, as determined under the AGP 401(k) Plan. Notwithstanding anything to the contrary, a Participant shall vest in his or her benefits under Section 4.05 of this AGP SERP when the Participant’s employment has terminated under the circumstances described in Section 4.05 and the Participant has met all the requirements of the Participant’s Change in Control Agreement that entitle the Participant to receive the benefits described in Section 4.05.

ARTICLE IV

BENEFITS

Sec. 4.01 Benefit Credits .

(a) AGP shall establish a bookkeeping account for each Participant. At the end of each Plan Year, AGP shall credit to the Participant’s account an amount equal to 5% of the Participant’s maximum recognizable Compensation under section 401(a)(17) of the Code for the calendar year in which the Plan Year begins, and 10% of the Participant’s Compensation, if any, in excess of such maximum recognizable Compensation under section 401(a)(17) of the Code.

(b) In addition, effective for amounts forfeited in 2005 and subsequent years, in the event that any portion of the Matching Contribution allocated to a Participant under the AGP 401(k) Plan with respect to the prior plan year is forfeited to satisfy the nondiscrimination requirements of section 401(k) or 401(m) of the Code, AGP shall credit to the Participant’s account under the AGP SERP, in the Plan Year in which the forfeiture occurs, an amount that is equal to the forfeited Matching Contributions, adjusted for earnings and losses as provided under the AGP 401(k) Plan to the date forfeited. The allocation with respect to forfeited Matching Contributions shall not exceed the Matching Contributions that would have been provided under the AGP 401(k) Plan in the absence of any plan-based restrictions that reflect limits on qualified plan contributions under the Code, in accordance with section 409A of the Code.

Sec. 4.02 Timing of Credits . Amounts shall be credited to a Participant’s account annually within 90 days after the end of the Plan Year.

Sec. 4.03 Earnings .

(a) For Plan Years ending before October 1, 2007, amounts credited to a Participant’s account shall accrue interest from the end of the Plan Year as of which they are so credited until the date on which they are paid to the Participant. Such interest shall be credited annually on the opening balance of a Participant’s account as of each September 30. The rate of interest shall be equal to the total year-to-date rate of return on the trust portfolio for the Retirement Income Plan for Employees of UGI Utilities, Inc. (the “RIP”), except that the rate of interest in any fiscal year may not exceed the rate of return assumed in determining the annual cost of the RIP for that year plus one percent or be less than zero. The Administrative Committee shall make appropriate adjustments to interest credited with respect to any amounts that are credited to the AGP SERP during the Plan Year pursuant to Section 4.01 and with respect to Participants who receive a distribution from the Plan during the Plan Year.

(b) For Plan Years beginning on or after October 1, 2007,

(i) For purposes of measuring the investment returns of a Participant’s account, the Participant may select the investment funds in which all or part of his account shall be deemed to be invested, from the investment funds designated by the Administrative Committee.

(ii) A Participant shall make an investment designation by such method as the Administrative Committee determines. An investment designation shall remain effective until another valid designation has been made by the Participant. The Participant may amend his investment designation at such time or times as permitted by the Administrative Committee in its sole discretion, and in accordance with such procedures as may be established by the Administrative Committee.

(iii) In the absence of any Participant election designating the deemed investment of his account, a Participant shall be deemed to have elected that his account be invested in the manner selected by the Administrative Committee for such circumstance.

(iv) Each Participant’s account shall be adjusted periodically to take into account the gains, losses and income returns of the investment funds selected by the Participant.

Sec. 4.04 Divestiture . Each Participant shall be divested of, and shall immediately forfeit, any benefit to which the Participant is otherwise entitled under the AGP SERP if the Participant experiences a Termination for Cause.

Sec. 4.05 Change of Control Benefit . In the event of a Change of Control (as defined in the applicable Change in Control Agreement), if and to the extent required by a Participant’s Change in Control Agreement, each Participant in the AGP SERP who is entitled to receive severance benefits under a Change in Control Agreement shall receive a credit to the Participant’s account equal to the aggregate credits that would have been made under Section 4.01(a) had the Participant continued in employment during the continuation period under the Change in Control Agreement and received annual compensation as described in the Change in Control Agreement. This amount shall be credited to the Participant’s account as of the Participant’s termination date.

ARTICLE V

FORM AND TIMING OF BENEFIT DISTRIBUTION

Sec. 5.01 Form of Benefit Distributions . A Participant’s vested account under the AGP SERP shall be paid in a lump sum to the Participant upon the Participant’s termination of employment with AGP and its Subsidiaries and Affiliates for any reason other than Termination for Cause, as described below. In the event of death, the Participant’s vested account shall be paid in a lump sum to the Participant’s beneficiary designated in writing on a form filed with the Administrative Committee or its designee or, if there is none, to the Participant’s estate.

Sec. 5.02 Timing of Benefit Distributions . Except as otherwise required by Section 5.03 below, benefits payable under the AGP SERP shall be paid within 60 days after a Participant’s termination of employment for a reason other than Termination for Cause.

Sec. 5.03 Key Employees . If required by section 409A of the Code, no benefits shall be paid to a Participant who is a Key Employee during the Postponement Period. If a Participant is a Key Employee and payment of benefits under the AGP SERP is required to be delayed for the Postponement Period, the accumulated amounts withheld on account of section 409A of the Code shall be paid in a lump sum payment within 15 days after the end of the Postponement Period. If the Participant dies during the Postponement Period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the Participant’s beneficiary (as described in Section 5.01) within 60 days after the Participant’s death.

Sec. 5.04 Deferral Elections . Notwithstanding the foregoing, a Participant may make a one-time, irrevocable election to elect to have the Participant’s vested account under this AGP SERP credited to the Participant’s account under the Deferral Plan on the date of the Participant’s separation from service, in lieu of the payments described in Section 5.01 and 5.02. If the Participant makes a deferral election, the Participant’s vested account under this AGP SERP will be credited to the Participant’s account under the Deferral Plan at separation from service and the amount credited to the Deferral Plan shall be distributed in accordance with the provisions of the Deferral Plan. An election under this Section 5.04 shall be made in writing, on a form and at a time prescribed by the Administrative Committee and shall be irrevocable upon submission to the Corporate Secretary of UGI Corporation.

ARTICLE VI

FUNDING OF BENEFITS

Sec. 6.02 Participant Contributions . There shall be no contributions made by Participants under the AGP SERP.

ARTICLE VII

THE COMMITTEE

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Sec. 7.04 Authority and Responsibility of the Administrative Committee . The Administrative Committee shall have only such authority and responsibilities as are delegated to it by the Compensation/Pension Committee or specifically under this AGP SERP. The Administrative Committee shall have full power and express discretionary authority to administer and interpret the AGP SERP, to make factual determinations and to adopt or amend such rules and regulations for implementing the AGP SERP and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Administrative Committee’s authorities and responsibilities shall also include:

(a) maintenance and preservation of records relating to Participants, former Participants, and their beneficiaries;

(b) preparation and distribution to Participants of all information and notices required under federal law or the provisions of the AGP SERP;

(c) preparation and filing of all governmental reports and other information required under law to be filed or published;

(d) construction of the provisions of the AGP SERP, to correct defects therein and to supply omissions thereto;

(e) engagement of assistants and professional advisers;

(f) arrangement for bonding, if required by law; and

(g) promulgation of procedures for determination of claims for benefits.

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Sec. 7.06 Committee Discretion . Any discretion, actions or interpretations to be made under the AGP SERP by the Administrative Committee or by the Compensation/Pension Committee on behalf of AGP shall be made in its sole discretion, not acting in a fiduciary capacity, need not be uniformly applied to similarly situated individuals, and shall be final, binding and conclusive upon the parties. All benefits under the AGP SERP shall be provided conditional upon the Participant’s acknowledgement, in writing or by acceptance of the benefits, that all decisions and determinations of the Administrative Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under the AGP SERP.

Sec. 7.07 Indemnification of the Committees . Each member of the Administrative Committee and each member of the Compensation/Pension Committee shall be indemnified by AGP against costs, expenses and liabilities (other than amounts paid in settlement to which AGP does not consent) reasonably incurred by the member in connection with any action to which the member may be a party by reason of the member’s service on the applicable Committee, except in relation to matters as to which the member shall be adjudged in such action to be personally guilty of gross negligence or willful misconduct in the performance of the member’s duties. The foregoing right to indemnification shall be in addition to such other rights as the Administrative Committee member or the Compensation/Pension Committee member may enjoy as a matter of law or by reason of insurance coverage of any kind, but shall not extend to costs, expenses and/or liabilities otherwise covered by insurance or that would be so covered by any insurance then in force if such insurance contained a waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification to which the Administrative Committee member or the Compensation/Pension Committee member may be entitled pursuant to the by-laws of AGP. Service on the Administrative Committee or the Compensation/Pension Committee shall be deemed in partial fulfillment of the applicable Committee member’s function as an employee, officer, or director of AGP, if the Committee member also serves in that capacity.

ARTICLE VIII

AMENDMENT AND TERMINATION

Sec. 8.01 Amendment . The provisions of the AGP SERP may be amended at any time and from time to time by the Compensation/Pension Committee for any reason without either the consent of or prior notice to any Participant; provided, however, that no such amendment shall serve to reduce the benefit that has accrued on behalf of a Participant as of the effective date of the amendment. Notwithstanding the foregoing, the Administrative Committee may adopt any amendment to the AGP SERP as it shall deem necessary or appropriate to (i) maintain compliance with current laws and regulations; (ii) correct errors and omissions in the AGP SERP document; and (iii) facilitate the administration and operation of the AGP SERP.

Sec. 8.02 AGP SERP Termination . While it is AGP’s intention to continue the AGP SERP indefinitely in operation, the right is, nevertheless, reserved to terminate the AGP SERP in whole or in part at any time for any reason without either the consent of or prior notice to any Participant. No such termination shall reduce the benefit that has accrued on behalf of a Participant as of the effective date of the termination, but AGP may immediately distribute all accrued benefits upon termination of the AGP SERP in accordance with section 409A of the Code.

ARTICLE IX

CLAIMS PROCEDURES

Sec. 9.01 Claim . Any person or entity claiming a benefit, requesting an interpretation or ruling under the AGP SERP (hereinafter referred to as “claimant”), or requesting information under the AGP SERP shall present the request in writing to the Administrative Committee, which shall respond in writing or electronically. The notice advising of the denial shall be furnished to the claimant within 90 days of receipt of the benefit claim by the Administrative Committee, unless special circumstances require an extension of time to process the claim. If an extension is required, the Administrative Committee shall provide notice of the extension prior to the termination of the 90 day period. In no event may the extension exceed a total of 180 days from the date of the original receipt of the claim.

Sec. 9.02 Denial of Claim . If the claim or request is denied, the written or electronic notice of denial shall state:

(h) The reason(s) for denial;

(i) Reference to the specific AGP SERP provisions on which the denial is based;

(j) A description of any additional material or information required and an explanation of why it is necessary; and

(k) An explanation of the AGP SERP’s claims review procedures and the time limits applicable to such procedures, including the right to bring a civil action under section 502(a) of ERISA.

(a) State the specific reason(s) for the denial;

(b) Reference the relevant AGP SERP provisions;

(d) State that the claimant may bring an action under section 502(a) of ERISA.

All decisions on review shall be final and bind all parties concerned.

ARTICLE X

MISCELLANEOUS PROVISIONS

Sec. 10.01 Nonalienation of Benefits . None of the payments, benefits or rights of any Participant under the AGP SERP shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate commute, pledge, encumber or assign any of the benefits or payments which he or she may expect to receive, contingently or otherwise, under the AGP SERP, except any right to designate a beneficiary or beneficiaries in connection with any form of benefit payment providing benefits after the Participant’s death.

Sec. 10.02 No Contract of Employment . Neither the establishment of the AGP SERP, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or Employee, or any person whomsoever, the right to be retained in the service of AGP, and all Participants and other Employees shall remain subject to discharge to the same extent as if the AGP SERP had never been adopted.

Sec. 10.03 Severability of Provisions . If any provision of the AGP SERP shall be held invalid or unenforceable, such validity or unenforceability shall not affect any other provisions hereof, and the AGP SERP shall be construed and enforced as if such provision had not been included.

Sec. 10.04 Heirs, Assigns and Personal Representatives . The AGP SERP shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.

Sec. 10.05 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the AGP SERP, and shall not be employed in the construction of the AGP SERP.

Sec. 10.07 Controlling Law . The AGP SERP shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania to the extent not preempted by federal law, which shall otherwise control, and exclusive of any Pennsylvania choice of law provisions.

Sec. 10.09 Lost Payees . A benefit (including accrued interest) shall be deemed forfeited if the Board or the Administrative Committee is unable to locate a Participant to whom payment is due; provided, however, that such benefit shall be reinstated if a claim is made by the proper payee for the forfeited benefit.

Sec. 10.10 Reliance on Data and Consents . AGP, the Board, the Compensation/Pension Committee, the Administrative Committee, all fiduciaries with respect to the AGP SERP, and all other persons or entities associated with the operation of the AGP SERP, and the provision of benefits thereunder, may reasonably rely on the truth, accuracy and completeness of all data provided by the Participant, including, without limitation, data with respect to age, health and marital status. Furthermore, AGP, the Board, the Compensation/Pension Committee, the Administrative Committee and all fiduciaries with respect to the AGP SERP may reasonably rely on all consents, elections and designations filed with the AGP SERP or those associated with the operation of the AGP SERP by any Participant, or the representatives of any such person without duty to inquire into the genuineness of any such consent, election or designation. None of the aforementioned persons or entities associated with the operation of the AGP SERP or the benefits provided under the AGP SERP shall have any duty to inquire into any such data, and all may rely on such data being current to the date of reference, it being the duty of the Participants to advise the appropriate parties of any change in such data.

Sec. 10.11 Taxation. The AGP SERP is intended to comply with the requirements of section 409A of the Code. Notwithstanding anything in the AGP SERP to the contrary, allocations to the AGP SERP shall be made consistent with section 409A, and distributions may

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only be made under the AGP SERP upon an event and in a manner permitted by section 409A of the Code. All payments under the AGP SERP shall be subject to applicable tax withholding. Distributions upon termination of employment shall only be made upon the Participant’s “separation from service” under section 409A of the Code, and in no event may a Participant designate the calendar year of a payment.

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EXHIBIT 10.6

Phantom Unit Grant

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PHANTOM UNIT GRANT LETTER

This PHANTOM UNIT GRANT, dated January 16, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

RECITALS

WHEREAS, the Plan has been adopted by the Board of Directors of the Company and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Phantom Unit is a hypothetical unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Phantom Units to the Participant on the terms described below; and

WHEREAS, the “My Awards” tab for the Participant in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of Phantom Units granted to the Participant with respect to this grant.

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

1. Grant of Phantom Units . Subject to the terms and conditions set forth in this Grant Letter and the Plan, the Company hereby grants to the Participant an award of the number of Phantom Units specified in the Grant Summary. The Phantom Units are contingently awarded and will be earned and payable if and to the extent that the conditions of this Grant Letter are met. The Phantom Units are granted with Distribution Equivalents (as defined in the Plan).

2. Vesting . The Participant shall earn the right to payment of the Phantom Units if the Participant continues in employment or service with the Company or an Affiliate through January 15, 2015 (the “Vesting Date”).

3. Termination of Employment or Service .

(a) Except as described in subsection (b) or in Section 7, if the Participant ceases to be employed by, or provide service to, the Company or its Affiliates before the Vesting Date, the Phantom Units and related Distribution Equivalents will be forfeited.

(b) If the Participant ceases to be employed by, or provide service to, the Company or its Affiliates prior to the Vesting Date by reason of (i) Disability, (ii) death or (iii) Retirement, the Participant’s unvested Phantom Units will become fully vested as of the termination date.

4. Definitions . Wherever used in this Grant Letter, the following terms shall have the meanings set forth below:

(a) “ Affiliate ” shall have the meaning given that term in the Plan.

(b) “ Disability ” shall have the meaning given that term in the Plan.

(d) “Employed by, or provide service to, the Company or its Affiliates” shall mean employment or service as an employee or director of the Company or its Affiliates. The Participant shall not be considered to have a termination of employment or service under this Grant Letter until the Participant is no longer employed by, or performing services for, the Company or its Affiliates.

(e) “Good Reason Termination” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

(i) a material change in the geographic location at which the Participant must perform services (which, for purposes of this Grant Letter, means the Participant is required to report, other than on a temporary basis (less than 12 months), to a location which is more than 50 miles from the Participant’s principal place of business immediately before the Change of Control, without the Participant’s express written consent).

within 90 days after the event that gives rise to the Good Reason Termination. Within 30 days after notice has been provided, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Termination. If the Company does not cure such events or conditions within the 30-day period, the Participant may terminate employment or service with the Company based on Good Reason Termination within 30 days after the expiration of the cure period.

(f) “ Retirement ” shall mean the Participant’s separation from employment or service upon or after attaining (i) age 55 with at least 10 years of service with the Company and its Affiliates, or (ii) age 65 with at least 5 years of service with the Company and its Affiliates.

(g) “ Termination without Cause ” shall mean termination of employment or service by the Company for the convenience of the Company for any reason other than (i) misappropriation of funds, (ii) habitual insobriety or substance abuse adversely affecting the performance of duties, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company.

5. Payment with Respect to Phantom Units . When the Phantom Units vest on the Vesting Date under Section 2 or upon the Participant’s death, Disability, or Retirement under Section 3(b), the Company shall pay to the Participant whole Common Units equal to the number of Phantom Units that have become vested on such date. Payment shall be made within 30 business days after the date on which the Phantom Units become vested under Section 2 or 3(b), as applicable, and in no event later than March 15, 2015.

6. Distribution Equivalents with Respect to Phantom Units

(a) Distribution Equivalents shall accrue with respect to the Phantom Units and shall be payable subject to the same vesting and other terms as the Phantom Units to which they relate. Distribution Equivalents shall be credited with respect to the Phantom Units from the Date of Grant until the payment date of the Phantom Units (or until they are forfeited). If and to the extent that the underlying Phantom Units are forfeited, all related Distribution Equivalents shall also be forfeited.

(b) While the Phantom Units are outstanding, the Company will keep records of Distribution Equivalents in a bookkeeping account for the Participant. On each payment date for a distribution paid by APLP on its Common Units, the Company shall credit to the Participant’s account an amount equal to the Distribution Equivalents associated with the Phantom Units held by the Participant on the record date for the distribution. No interest will be credited to any such

account. Vested Distribution Equivalents will be paid in cash at the same time and on the same terms as the underlying vested Phantom Units are paid.

7. Change of Control .

(a) If a Change of Control occurs, the Phantom Units and Distribution Equivalents shall not automatically become payable upon the Change of Control but, instead, shall become payable as described in this Section 7. The Committee may take such other actions with respect to the Phantom Units and Distribution Equivalents as it deems appropriate pursuant to the Plan.

(b) If a Change of Control occurs before the Vesting Date, the Committee shall determine whether the Phantom Units shall be (A) converted to units with respect to shares or other equity interests of the acquiring company or its parent (“Successor Units”), in which case Distribution Equivalents shall continue to be credited on the Successor Units, or (B) valued based on the Fair Market Value of the Phantom Units as of the date of the Change of Control and credited to a bookkeeping account for the Participant, in which case interest shall be credited on the amount so determined at a market rate for the period between the date of the Change of Control and the applicable payment date. Notwithstanding the provisions of Section 5, all payments on and after a Change of Control shall be made in cash. If alternative (A) above is used, the cash payment shall equal the Fair Market Value on the date of payment of the number of shares or other equity interests underlying the Successor Units, plus accrued Distribution Equivalents. All payments shall be subject to applicable tax withholding.

(c) If a Change of Control occurs and the Participant continues in employment or service through the Vesting Date, the Phantom Units (subject to subsection (b)) shall vest on the Vesting Date and shall be paid in cash within 30 days after the Vesting Date, and in no event later than March 15, 2015. The cash payment shall equal the Fair Market Value on the date of payment of the vested Phantom Units (subject to subsection (b)).

(d) If a Change of Control occurs and the Participant (i) has a Termination without Cause or a Good Reason Termination, or (ii) terminates employment or service on account of Retirement, Disability or death, in either case upon or after the Change of Control, and before the Vesting Date, the Phantom Units (subject to subsection (b)) shall vest on the Participant’s separation from service date and shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below, and in no event later than March 15, 2015. The cash payment shall equal the Fair Market Value on the date of payment of the vested Phantom Units (subject to subsection (b)).

(e) Except as provided in subsection (d) or Section 3(b), if the Participant ceases to be employed by, or provide service to, the Company or its Affiliates before the Vesting Date, the Phantom Units (subject to subsection (b)) shall be forfeited.

8. Withholding . All payments under this Grant Letter are subject to applicable tax withholding, and the Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal (including FICA), state, local or other taxes that the Company is required to withhold with respect to the

payments under this Grant Letter. The Company may withhold from cash distributions to cover required tax withholding, or may withhold Common Units to cover required tax withholding in an amount equal to the minimum applicable tax withholding amount.

9. Grant Subject to Plan Provisions and Company Policies .

(a) This grant is made pursuant to the Plan, which is incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and payment of Phantom Units and Distribution Equivalents are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the Common Units, (ii) adjustments pursuant to Section 5(c) of the Plan and (iii) other requirements of applicable law. The Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

(b) This Phantom Unit grant and all Common Units issued pursuant to this Phantom Unit grant shall be subject to the UGI Corporation Stock Ownership Policy as adopted by the Board of Directors of UGI Corporation or the Company and any applicable clawback and other policies implemented by the Board of Directors of UGI Corporation or the Company, as in effect from time to time.

10. No Employment or Other Rights . The grant of Phantom Units shall not confer upon the Participant any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment or service at any time. The right of the Company to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.

11. No Unitholder Rights . Neither the Participant, nor any person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a Unitholder with respect to the Common Units related to the Phantom Units, unless and until certificates for the Common Units have been issued to the Participant or successor.

payment. Notwithstanding anything in this Grant Letter to the contrary, if the Participant is a “key employee” under section 409A and if payment of any amount under this Grant Letter is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A and shall be paid within 10 days after the end of the six-month period. If the Participant dies during such six-month period, the amounts withheld on account of section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death.

15. Notice . Any notice to the Company provided for in this Grant Letter shall be addressed to the Company in care of the Corporate Secretary at the Company’s headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the records of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

16. Acknowledgment . By accepting this grant through the Morgan Stanley on-line system, the Participant hereby (i) acknowledges receipt of the Plan incorporated herein, (ii) acknowledges that he or she has read the Grant Letter and understand the terms and conditions of it, (iii) accepts the Phantom Units described in the Grant Letter, (iv) agrees to be bound by the terms of the Plan and the Grant Letter, and (v) agrees that all the decisions and determinations of the Board or the Committee shall be final and binding on the Participant and any other person having or claiming a right under this Grant.

EXHIBIT 10.7

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

AMENDED AND RESTATED PERFORMANCE UNIT GRANT LETTER

This AMENDED AND RESTATED PERFORMANCE UNIT GRANT LETTER (the “Grant Letter”), dated February 24 , 2014 (the “Effective Date”), is delivered by AmeriGas Propane, Inc. (the “Company”) to R. Paul Grady (the “Participant”).

RECITALS

WHEREAS, the Plan has been adopted by the Board of Directors of the Company, and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Performance Unit is a performance unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) decided to grant Performance Units to the Participant on the terms described in a grant letter dated January 1, 2013 (the “Date of Grant”) between the Participant and the Company (the “Prior Grant Letter”); and

WHEREAS, the Company and the Participant hereby agree to amend and restate the Prior Grant Letter as set forth herein.

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

1. Grant of Performance Units . Subject to the terms and conditions set forth in this Grant Letter and in the Plan, on the Date of Grant, the Committee granted to the Participant a target award of 5,200 Performance Units (the “Target Award”). The Performance Units were contingently awarded and will be earned and payable if and to the extent that the Performance Goals (described below) and other conditions of the Grant Letter are met. The Performance Units were granted with Distribution Equivalents (as defined in the Plan).

2. Performance Goals .

(a) The Participant shall earn the right to payment of the Performance Units if the Performance Goals described below are met for the Performance Period, and if the Participant

continues to be employed by, or provide service to, the Company and its Affiliates (as defined in the Plan) through December 31, 2015. The Performance Period is the period beginning January 1, 2013 and ending December 31, 2015. The Total Unit Holder Return (“TUR”) goals and other requirements of this Section 2 are referred to as the “Performance Goals.”

(b) The Target Award level of Performance Units and Distribution Equivalents will be payable if APLP’s TUR equals the median TUR of the comparison group designated by the Committee (the “Peer Group”) for the Performance Period. The Peer Group consists of those master limited partnerships that are in the Alerian MLP Index as in effect as of the beginning of the Performance Period, as set forth on the attached Exhibit A (the “Alerian MLP Index”). If a company is added to the Alerian MLP Index during the Performance Period, that company is not included in the TUR calculation. A company that is included in the Alerian MLP Index at the beginning of the Performance Period will be removed from the TUR calculation only if the company ceases to exist as a publicly traded entity during the Performance Period, consistent with the methodology described in subsection (c) below. The actual amount of the award of Performance Units may be higher or lower than the Target Award, or it may be zero, based on APLP’s TUR percentile rank relative to the companies in the Peer Group, as follows:

APLP’s TUR Rank
(Percentile) Percentage of Target Award Earned

90th 200%

75th 162.5%

60th 125%

50th 100%

40th 70%

25th 25%

less than 25th 0%

The award percentage earned will be interpolated between each of the measuring points.

(c) TUR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TUR at the beginning and the end of the Performance Period will be the average price for the calendar quarter preceding the beginning of the Performance Period (i.e., the calendar quarter ending on December 31, 2012) and the calendar quarter ending on the last day of the Performance Period (i.e., the calendar quarter ending on December 31, 2015), respectively. The TUR calculation gives effect to all dividends throughout the three-year Performance Period as if they had been reinvested.

(d) The Target Award is the amount designated for 100% (50th TUR rank) performance. The Participant can earn up to 200% of the Target Award if APLP’s TUR percentile rank exceeds the 50th TUR percentile rank, according to the foregoing schedule.

(e) At the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and the amount to be paid with respect to

the Performance Units. Except as described in Sections 3 and 6 below, the Participant must be employed by, or providing services to, the Company or its Affiliates on December 31, 2015 in order for the Participant to receive payment with respect to the Performance Units.

3. Termination of Employment or Service .

(a) Except as described below, if the Participant ceases to be employed by, or provide services to, the Company and its Affiliates before December 31, 2015, the Performance Units and all Distribution Equivalents credited under this Grant Letter will be forfeited.

(b) If the Participant terminates employment or service on account of Retirement (as defined below), Disability (as defined in the Plan) or death, in each case on or after January 1, 2015 but before December 31, 2015, the Participant will earn a pro-rata portion of the Participant’s outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after the end of the Performance Period, based on achievement of the Performance Goals, multiplied by a fraction, the numerator of which is the number of calendar years during the Performance Period in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

(c) In the event of termination of employment or service on account of Retirement, Disability or death, on or after January 1, 2015, the prorated amount shall be paid after the end of the Performance Period pursuant to Section 4, except as provided in Section 6.

5. Distribution Equivalents with Respect to Performance Units .

6. Change of Control .

(b) If a Change of Control occurs during the Performance Period, the Committee shall calculate a Change of Control Amount as follows:

(i) The Performance Period shall end as of the closing date of the Change of Control (the “Change of Control Date),” and the TUR ending date calculation for the Performance Period shall be based on the 90 calendar day period ending on the Change of Control Date.

or (B) valued based on the Fair Market Value of the Performance Units as of the Change of Control Date and credited to a bookkeeping account for the Participant, in which case interest shall be credited on the amount so determined at a market rate for the period between the Change of Control Date and the applicable payment date. Notwithstanding the provisions of Section 4, all payments on and after a Change of Control shall be made in cash. If alternative (A) above is used, the cash payment shall equal the Fair Market Value on the date of payment of the number of shares or other equity interests underlying the Successor Units, plus accrued Distribution Equivalents. All payments shall be subject to applicable tax withholding.

(c) If a Change of Control occurs during the Performance Period and the Participant continues in employment or service through December 31, 2015, the Change of Control Amount shall be paid in cash between January 1, 2016 and March 15, 2016.

(d) If a Change of Control occurs during the Performance Period, and the Participant has a Termination without Cause or a Good Reason Termination upon or within two years after the Change of Control Date and before December 31, 2015, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below.

(e) If a Change of Control occurs during the Performance Period, and the Participant terminates employment or service on account of Retirement, Disability or death upon or after the Change of Control Date and before December 31, 2015, the Change of Control Amount shall be paid in cash within 30 days after the Participant’s separation from service, subject to Section 13 below; provided that, if required by section 409A, if the Participant’s Retirement, Disability or death occurs more than two years after the Change of Control Date, payment will be made between January 1, 2016 and March 15, 2016, and not upon the earlier separation from service.

7. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(b) “ Good Reason Termination ” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

(ii) a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

FICA), state, local or other taxes that the Company is required to withhold with respect to the payments under this Grant Letter. The Company may withhold from cash distributions to cover required tax withholding, or may withhold Units to cover required tax withholding in an amount equal to the minimum applicable tax withholding amount.

9. Grant Subject to Plan Provisions and Company Policies .

409A, each payment of compensation under this Grant Letter shall be treated as a separate payment. Notwithstanding anything in this Grant Letter to the contrary, if the Participant is a “key employee” under section 409A and if payment of any amount under this Grant Letter is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A and shall be paid within 10 days after the end of the six-month period. If the Participant dies during such six-month period, the amounts withheld on account of section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death. Notwithstanding anything in this Grant Letter to the contrary, if a Change of Control is not a “change in control event” under section 409A, any Performance Units and Distribution Equivalents that are payable pursuant to Section 6 shall be paid to the Participant between January 1, 2016 and March 15, 2016, and not upon the earlier separation from service, if required by section 409A.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Grant Letter, and the Participant has executed this Grant Letter, effective as of the Effective Date.

AmeriGas Propane, Inc.

Attest

By:

I hereby acknowledge receipt of the Plan incorporated herein. I agree to be bound by the terms of the Plan and this Grant Letter. I agree that this Grant Letter amends and restates the Prior Grant Letter. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding on me and any other person having or claiming a right under this grant.

Participant

EXHIBIT A

Performance Period January 1, 2013 through December 31, 2015

Alerian MLP Index



Access Midstream Partners LP Alliance Resource Partners LP AmeriGas Partners, L.P. Atlas Pipeline Partners LP Boardwalk Pipeline Partners LP BreitBurn Energy Partners LP Buckeye Partners LP Calumet Specialty Products Partners LP Copano Energy LLC Crestwood Midstream Partners LP Crosstex Energy LP DCP Midstream Partners LP El Paso Pipeline Partners LP Enbridge Energy Partners LP Energy Transfer Equity LP Energy Transfer Partners LP Enterprise Products Partners LP EV Energy Partner LP Exterran Partners LP Ferrellgas Partners LP Genesis Energy LP Holly Energy Partners LP Kinder Morgan Energy Partners LP Kinder Morgan Management LLC Legacy Reserves LP	Linn Energy LLC Magellan Midstream Partners LP MarkWest Energy Partners LP Martin Midstream Partners LP Natural Resource Partners LP Navios Maritime Partners LP NuStar Energy LP NuStar GP Holdings LLC ONEOK Partners LP PAA Natural Gas Storage LP Pioneer Southwest Energy Partners LP Plains All American Pipeline LP PVR Partners LP QR Energy LP Regency Energy Partners LP Spectra Energy Partners LP Suburban Propane Partners LP Sunoco Logistics Partners LP Targa Resources Partners LP TC Pipelines LP Teekay LNG Partners LP Teekay Offshore Partners LP Vanguard Natural Resources LLC Western Gas Partners LP Williams Partners LP

EXHIBIT 10.8

Performance Unit Grant (Alerian)

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PERFORMANCE UNIT GRANT LETTER

This PERFORMANCE UNIT GRANT, dated January 1, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

RECITALS

WHEREAS, the Plan has been adopted by the Board of Directors of the Company, and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Performance Unit is a performance unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Performance Units to the Participant on the terms described below; and

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

2. Performance Goals .

(b) The Target Award level of Performance Units and Distribution Equivalents will be payable if APLP’s TUR equals the median TUR of the comparison group described below (the “Peer Group”) for the Performance Period. The Peer Group consists of those master limited partnerships that are in the Alerian MLP Index as in effect as of the beginning of the Performance Period, as set forth on the attached Exhibit A (the “Alerian MLP Index”). If a company is added to the Alerian MLP Index during the Performance Period, that company is not included in the TUR calculation. A company that is included in the Alerian MLP Index at the beginning of the Performance Period will be removed from the TUR calculation only if the company ceases to exist as a publicly traded entity during the Performance Period, consistent with the methodology described in subsection (c) below. The actual amount of the award of Performance Units may be higher or lower than the Target Award, or it may be zero, based on APLP’s TUR percentile rank relative to the companies in the Peer Group, as follows:

APLP’s TUR Rank
(Percentile) Percentage of Target Award Earned

90th 200%

75th 162.5%

60th 125%

50th 100%

40th 70%

25th 25%

less than 25th 0%

The award percentage earned will be interpolated between each of the measuring points.

(c) TUR shall be calculated by the Company using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of the calculation. The price used for determining TUR at the beginning and the end of the Performance Period will be the average price for the calendar quarter preceding the beginning of the Performance Period (i.e., the calendar quarter ending on December 31, 2013) and the calendar quarter ending on the last day of the Performance Period (i.e., the calendar quarter ending on December 31, 2016), respectively. The TUR calculation gives effect to all dividends throughout the three-year Performance Period as if they had been reinvested.

(e) At the end of the Performance Period, the Committee will determine whether and to what extent the Performance Goals have been met and the amount to be paid with respect to the Performance Units. Except as described in Sections 3 and 6 below, the Participant must be employed by, or providing services to, the Company or its Affiliates on December 31, 2016 in order for the Participant to receive payment with respect to the Performance Units.

3. Termination of Employment or Service .

(b) If the Participant terminates employment or service on account of Retirement (as defined below), Disability (as defined in the Plan) or death, in each case on or after January 1, 2015 but before December 31, 2016, the Participant will earn a pro-rata portion of the Participant’s outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after the end of the Performance Period, based on achievement of the Performance Goals, multiplied by a fraction, the numerator of which is the number of calendar years during the Performance Period in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

5. Distribution Equivalents with Respect to Performance Units .

6. Change of Control .

(b) If a Change of Control occurs during the Performance Period, the Committee shall calculate a Change of Control Amount as follows:

Change of Control Date, as determined by the Committee. The Change of Control Amount shall include related Distribution Equivalents and, if applicable, interest, as described below.

(f) If a Participant’s employment or service terminates on account of Retirement, death or Disability, in each case on or after January 1, 2015 but before a Change of Control, and a Change of Control subsequently occurs before the end of the Performance Period, the prorated amount described in Section 3(b) shall be calculated by multiplying the fraction described in Section 3(b) by the Change of Control Amount. The prorated Change of Control Amount shall be paid in cash within 30 days after the Change of Control Date, subject to Section 13 below.

7. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(b) “ Good Reason Termination ” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

(ii) a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company.

9. Grant Subject to Plan Provisions and Company Policies .

EXHIBIT A

Performance Period January 1, 2014 through December 31, 2016

Alerian MLP Index



Access Midstream Partners LP Alliance Resource Partners LP AmeriGas Partners, L.P. Atlas Pipeline Partners LP Boardwalk Pipeline Partners LP BreitBurn Energy Partners LP Buckeye Partners LP Calumet Specialty Products Partners LP Crestwood Midstream Partners LP Crosstex Energy LP DCP Midstream Partners LP El Paso Pipeline Partners LP Enbridge Energy Partners LP Energy Transfer Partners LP Enterprise Products Partners LP EQT Midstream Partners LP EV Energy Partner LP Exterran Partners LP Ferrellgas Partners LP Genesis Energy LP Golar LNG Partners LP Holly Energy Partners LP Kinder Morgan Energy Partners LP Legacy Reserves LP Linn Energy LLC	Magellan Midstream Partners LP MarkWest Energy Partners LP Martin Midstream Partners LP Memorial Production Partners LP MPLX LP Natural Resource Partners LP Navios Maritime Partners LP NGL Energy Partners LP NuStar Energy LP ONEOK Partners LP Plains All American Pipeline LP PVR Partners LP QR Energy LP Regency Energy Partners LP Spectra Energy Partners LP Suburban Propane Partners LP Sunoco Logistics Partners LP Targa Resources Partners LP TC Pipelines LP Teekay LNG Partners LP Teekay Offshore Partners LP Tesoro Logistics LP Vanguard Natural Resources LLC Western Gas Partners LP Williams Partners LP

EXHIBIT 10.9

Performance Unit Grant (Propane)

AMERIGAS PROPANE, INC.
2010 LONG-TERM INCENTIVE PLAN
ON BEHALF OF AMERIGAS PARTNERS, L.P.

PERFORMANCE UNIT GRANT LETTER ¹

This PERFORMANCE UNIT GRANT, dated January 1, 2014 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

RECITALS

WHEREAS, the Plan has been adopted by the Board of Directors of the Company, and approved by the common unit holders of APLP (“Unitholders”);

WHEREAS, a Performance Unit is a performance unit that represents the value of one common unit of APLP (“Common Unit”);

WHEREAS, the Compensation/Pension Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Performance Units to the Participant on the terms described below; and

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows:

2. Performance Goals .

(d) Adjustment Events .

(ii) Adjustment Event on or after January 1, 2015 through December 31, 2015 . If an Adjustment Event occurs at any time from January 1, 2015 through December 31, 2015:

subsection (f) below, for the Performance Period beginning January 1, 2014 and ending December 31, 2016, and



APLP’s TUR Rank (Percentile) 90th 75th 60th 50th 40th 25th less than 25th	Percentage of Target Award or Alerian Target Award Earned 200% 162.5% 125% 100% 70% 25% 0%

The award percentage earned will be interpolated between each of the measuring points.

3. Termination of Employment or Service .

(b) If the Participant terminates employment or service on account of Retirement (as defined below), Disability (as defined in the Plan) or death, in each case on or after January 1, 2015 but before December 31, 2016, the Participant will earn a pro-rata portion of the Participant’s outstanding Performance Units and Distribution Equivalents, if the Performance Goals and the requirements of this Grant Letter are met. The prorated portion will be determined as the amount that would otherwise be paid after December 31, 2016, based on achievement of the Performance Goals for the applicable Performance Period, multiplied by a fraction, the numerator of which is the number of calendar years from January 1, 2014 through December 31, 2016 in which the Participant has been employed by, or provided service to, the Company or its Affiliates and the denominator of which is three. For purposes of the proration calculation, the calendar year in which the Participant’s termination of employment or service on account of Retirement, Disability, or death occurs will be counted as a full year.

(c) In the event of termination of employment or service on account of Retirement, Disability or death, on or after January 1, 2015, the prorated amount shall be paid between January 1, 2017 and March 15, 2017 pursuant to Section 4, except as provided in Section 6.

5. Distribution Equivalents with Respect to Performance Units .

account an amount equal to the Distribution Equivalents associated with the Target Award of Performance Units held by the Participant on the record date for the distribution. No interest will be credited to any such account. The Distribution Equivalents shall be payable if and to the extent that the underlying Performance Units are payable, as described in subsections (c) and (d) below.

6. Change of Control .

(b) If a Change of Control occurs on or before December 31, 2016, the Committee shall calculate a Change of Control Amount as follows:

(v) The Committee shall calculate a “Change of Control Amount” as follows:

(vi) The Change of Control Amount shall include related Distribution Equivalents and, if applicable, interest, as described below.

(f) If a Participant’s employment or service terminates on account of Retirement, death or Disability, in each case on or after January 1, 2015 but before a Change of Control, and a Change of Control subsequently occurs on or before December 31, 2016, the prorated amount described in Section 3(b) shall be calculated by multiplying the fraction described in Section 3(b) by the Change of Control Amount. The prorated Change of Control Amount shall be paid in cash within 30 days after the Change of Control Date, subject to Section 13 below.

7. Definitions . For purposes of this Grant Letter, the following terms will have the meanings set forth below:

(b) “ Good Reason Termination ” shall mean a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;

(ii) a material diminution in the Participant’s base salary as in effect immediately prior to the Change of Control; or

9. Grant Subject to Plan Provisions and Company Policies .

¹ The performance units awarded pursuant to this grant letter are included in the total number of performance units disclosed for Mr. Grady in his Statement of Changes in Beneficial Ownership of Securities on Form 4 dated January 1, 2014, and filed on January 3, 2014 with the Securities and Exchange Commission. For the 2014 fiscal year, the Compensation/Pension Committee of the Company's Board of Directors included a second long-term performance metric for performance units granted under the Plan based on the Company's total return compared to two of its most comparable competitors in the retail propane business. This metric applies to approximately 45% of the performance units awarded under the Plan on January 1, 2014. The performance metric relative to the remainder of the performance units awarded January 1, 2014 is based on the Company's performance relative to the companies comprising the Alerian MLP Index.

EXHIBIT A

Performance Period January 1, 2014 through December 31, 2016

Alerian MLP Index



Access Midstream Partners LP Alliance Resource Partners LP AmeriGas Partners, L.P. Atlas Pipeline Partners LP Boardwalk Pipeline Partners LP BreitBurn Energy Partners LP Buckeye Partners LP Calumet Specialty Products Partners LP Crestwood Midstream Partners LP Crosstex Energy LP DCP Midstream Partners LP El Paso Pipeline Partners LP Enbridge Energy Partners LP Energy Transfer Partners LP Enterprise Products Partners LP EQT Midstream Partners LP EV Energy Partner LP Exterran Partners LP Ferrellgas Partners LP Genesis Energy LP Golar LNG Partners LP Holly Energy Partners LP Kinder Morgan Energy Partners LP Legacy Reserves LP Linn Energy LLC	Magellan Midstream Partners LP MarkWest Energy Partners LP Martin Midstream Partners LP Memorial Production Partners LP MPLX LP Natural Resource Partners LP Navios Maritime Partners LP NGL Energy Partners LP NuStar Energy LP ONEOK Partners LP Plains All American Pipeline LP PVR Partners LP QR Energy LP Regency Energy Partners LP Spectra Energy Partners LP Suburban Propane Partners LP Sunoco Logistics Partners LP Targa Resources Partners LP TC Pipelines LP Teekay LNG Partners LP Teekay Offshore Partners LP Tesoro Logistics LP Vanguard Natural Resources LLC Western Gas Partners LP Williams Partners LP

Exhibit 31.1

CERTIFICATION

I, Jerry E. Sheridan, certify that:


1.	I have reviewed this periodic report on Form 10-Q of AmeriGas Partners, L.P;


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


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


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


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


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


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


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


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


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


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

Date: May 9, 2014

/s/ Jerry E. Sheridan

Jerry E. Sheridan

President and Chief Executive Officer of AmeriGas Propane, Inc.

Exhibit 31.2

CERTIFICATION

I, Hugh J. Gallagher, certify that:


1.	I have reviewed this periodic report on Form 10-Q of AmeriGas Partners, L.P;


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


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


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


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


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


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


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


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


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


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

Date: May 9, 2014

/s/ Hugh J. Gallagher

Hugh J. Gallagher

Vice President - Finance and Chief Financial Officer of AmeriGas Propane, Inc.

Exhibit 32

Certification by the Chief Executive Officer and Chief Financial Officer

Relating to a Periodic Report Containing Financial Statements

I, Jerry E. Sheridan, Chief Executive Officer, and I, Hugh J. Gallagher, Chief Financial Officer, of AmeriGas Propane, Inc., a Pennsylvania corporation, the General Partner of AmeriGas Partners, L.P. (the “Company”), hereby certify that to our knowledge:


(1)	The Company’s periodic report on Form 10-Q for the period ended March 31, 2014 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



CHIEF EXECUTIVE OFFICER		CHIEF FINANCIAL OFFICER

/s/ Jerry E. Sheridan		/s/ Hugh J. Gallagher
Jerry E. Sheridan		Hugh J. Gallagher

Date:	May 9, 2014	Date:	May 9, 2014