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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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23-2787918
(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of each Exchange on Which Registered
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Common Units representing limited partner interests
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New York Stock Exchange, Inc.
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page
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ITEM 1.
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BUSINESS
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•
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our cash flow generated by operations;
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•
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the weather in our areas of operation;
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•
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our borrowing capacity under our bank credit facilities;
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•
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required principal and interest payments on our debt;
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•
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fluctuations in our working capital;
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•
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our cost of acquisitions (including related debt service payments);
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•
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restrictions contained in our debt instruments;
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•
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our capital expenditures;
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•
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our issuances of debt and equity securities;
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•
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reserves made by our General Partner in its discretion;
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•
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prevailing economic and industry conditions; and
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•
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financial, business and other factors, a number of which are beyond our control.
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•
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to comply with terms of any of our agreements or obligations, including the establishment of reserves to fund the future payment of interest and principal on our debt securities;
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•
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to provide for level distributions of cash notwithstanding the seasonality of our business; and
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•
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to provide for future capital expenditures and other payments deemed by our General Partner to be necessary or advisable.
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•
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incur additional indebtedness;
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•
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engage in transactions with affiliates;
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•
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create or incur liens;
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•
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sell assets;
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•
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make restricted payments, loans and investments;
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•
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enter into business combinations and asset sale transactions; and
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•
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engage in other lines of business.
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•
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Decisions of our General Partner with respect to the amount and timing of cash expenditures, borrowings, and issuances of additional units and reserves in any quarter affect whether and the extent to which there is sufficient available cash from operating surplus to make quarterly distributions in a given quarter. In addition, actions by our General Partner may have the effect of enabling the General Partner to receive distributions that exceed 2% of total distributions.
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•
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AmeriGas Partners does not have any employees and relies solely on employees of the General Partner and its affiliates.
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•
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Under the terms of the Partnership Agreement, we reimburse our General Partner and its affiliates for costs incurred in managing and operating AmeriGas Partners, including costs incurred in rendering corporate staff and support services to us.
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•
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Any agreements between us and our General Partner and its affiliates do not grant to the holders of Common Units, separate and apart from AmeriGas Partners, the right to enforce the obligations of our General Partner and such affiliates in our favor. Therefore, the General Partner, in its capacity as the general partner of AmeriGas Partners, is primarily responsible for enforcing such obligations.
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•
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Under the terms of the Partnership Agreement, our General Partner is not restricted from causing us to pay the General
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•
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Our General Partner may exercise its right to call for and purchase units as provided in the Partnership Agreement or assign such right to one of its affiliates or to us.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Price Range
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Cash
|
||||||||
2018 Fiscal Year
|
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High
|
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Low
|
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Distribution
|
||||||
Fourth Quarter
|
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$
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43.79
|
|
|
$
|
39.01
|
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$
|
0.95
|
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Third Quarter
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$
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43.30
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$
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39.42
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$
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0.95
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Second Quarter
|
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$
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48.37
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|
|
$
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39.41
|
|
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$
|
0.95
|
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First Quarter
|
|
$
|
46.85
|
|
|
$
|
43.61
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|
|
$
|
0.95
|
|
|
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Price Range
|
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Cash
|
||||||||
2017 Fiscal Year
|
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High
|
|
Low
|
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Distribution
|
||||||
Fourth Quarter
|
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$
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46.50
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$
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42.00
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$
|
0.95
|
|
Third Quarter
|
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$
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47.92
|
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|
$
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42.52
|
|
|
$
|
0.95
|
|
Second Quarter
|
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$
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50.00
|
|
|
$
|
44.25
|
|
|
$
|
0.94
|
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First Quarter
|
|
$
|
48.24
|
|
|
$
|
43.50
|
|
|
$
|
0.94
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ITEM 6.
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SELECTED FINANCIAL DATA
|
|
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Year Ended September 30,
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||||||||||||||||||
(Dollars in thousands, except per unit amounts)
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2018
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2017
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2016
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2015
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2014
|
||||||||||
FOR THE PERIOD:
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||||||||||
Income statement data:
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||||||||||
Revenues
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$
|
2,822,978
|
|
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$
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2,453,495
|
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$
|
2,311,817
|
|
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$
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2,885,322
|
|
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$
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3,712,935
|
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Net income including noncontrolling interest
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$
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194,002
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$
|
165,869
|
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$
|
211,193
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$
|
214,969
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$
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294,441
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Less: net income attributable to noncontrolling interest
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(3,480
|
)
|
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(3,810
|
)
|
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(4,209
|
)
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(3,758
|
)
|
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(4,548
|
)
|
|||||
Net income attributable to AmeriGas Partners, L.P.
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$
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190,522
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$
|
162,059
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$
|
206,984
|
|
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$
|
211,211
|
|
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$
|
289,893
|
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Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.
|
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$
|
143,296
|
|
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$
|
116,913
|
|
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$
|
166,757
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|
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$
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178,742
|
|
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$
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263,144
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Income per limited partner unit — basic and diluted (a)
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$
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1.54
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$
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1.25
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$
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1.77
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$
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1.91
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$
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2.82
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Cash distributions declared per limited partner unit
|
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$
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3.80
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$
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3.78
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$
|
3.72
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$
|
3.60
|
|
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$
|
3.44
|
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AT PERIOD END:
|
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|
|||||
Balance sheet data:
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|
|||||
Current assets
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$
|
451,891
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$
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413,774
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$
|
344,448
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$
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366,361
|
|
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$
|
505,908
|
|
Total assets
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|
$
|
3,925,818
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|
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$
|
4,059,261
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|
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$
|
4,057,770
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|
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$
|
4,120,152
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|
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$
|
4,338,456
|
|
Current liabilities (excluding debt)
|
|
$
|
437,402
|
|
|
$
|
433,085
|
|
|
$
|
426,780
|
|
|
$
|
468,515
|
|
|
$
|
496,925
|
|
Total debt
|
|
$
|
2,801,633
|
|
|
$
|
2,712,279
|
|
|
$
|
2,487,009
|
|
|
$
|
2,330,036
|
|
|
$
|
2,375,132
|
|
Partners’ capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AmeriGas Partners, L.P. partners’ capital
|
|
$
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536,607
|
|
|
$
|
747,899
|
|
|
$
|
984,221
|
|
|
$
|
1,164,216
|
|
|
$
|
1,322,514
|
|
Noncontrolling interest
|
|
33,061
|
|
|
35,172
|
|
|
34,988
|
|
|
36,157
|
|
|
38,376
|
|
|||||
Total partners’ capital
|
|
$
|
569,668
|
|
|
$
|
783,071
|
|
|
$
|
1,019,209
|
|
|
$
|
1,200,373
|
|
|
$
|
1,360,890
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
101,277
|
|
|
$
|
98,164
|
|
|
$
|
101,693
|
|
|
$
|
102,009
|
|
|
$
|
113,934
|
|
Retail propane gallons sold (millions)
|
|
1,081.3
|
|
|
1,046.9
|
|
|
1,065.5
|
|
|
1,184.3
|
|
|
1,275.6
|
|
|||||
Degree days — % colder (warmer) than normal (b)
|
|
0.3
|
%
|
|
(11.3
|
)%
|
|
(12.4
|
)%
|
|
0.2
|
%
|
|
9.5
|
%
|
|||||
Distributable Cash Flow (“DCF”) (c):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DCF
|
|
$
|
389,346
|
|
|
$
|
333,007
|
|
|
$
|
331,879
|
|
|
$
|
399,875
|
|
|
$
|
430,864
|
|
DCF after growth capital expenditures
|
|
$
|
341,021
|
|
|
$
|
286,877
|
|
|
$
|
282,290
|
|
|
$
|
355,681
|
|
|
$
|
387,217
|
|
Total distributions paid
|
|
$
|
402,645
|
|
|
$
|
398,877
|
|
|
$
|
387,659
|
|
|
$
|
368,426
|
|
|
$
|
346,744
|
|
Ratio of DCF to total distributions paid
|
|
1.0
|
|
0.8
|
|
0.9
|
|
1.1
|
|
1.2
|
||||||||||
Ratio of DCF after growth capital expenditures to total distributions paid
|
|
0.8
|
|
0.7
|
|
0.7
|
|
1.0
|
|
1.1
|
(a)
|
Calculated in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share as it relates to master limited partnerships. See
Note 2
to Consolidated Financial Statements.
|
(b)
|
Deviation from average heating degree days for the 15-year period of 2002-2016 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”) for 344 Geo Regions in the United States, excluding Alaska and Hawaii.
|
(c)
|
The following table reconciles net cash provided by operating activities to (1) DCF and (2) DCF after growth capital expenditures:
|
|
|
Year Ended September 30,
|
||||||||||||||||||
(Thousands of dollars)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net cash provided by operating activities
|
|
$
|
410,269
|
|
|
$
|
356,782
|
|
|
$
|
422,943
|
|
|
$
|
523,858
|
|
|
$
|
480,070
|
|
Exclude the impact of changes in operating working capital:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
|
22,849
|
|
|
35,132
|
|
|
(3,963
|
)
|
|
(51,613
|
)
|
|
15,246
|
|
|||||
Inventories
|
|
13,783
|
|
|
37,398
|
|
|
(15,478
|
)
|
|
(86,198
|
)
|
|
22,804
|
|
|||||
Accounts payable
|
|
(18,573
|
)
|
|
(26,325
|
)
|
|
5,267
|
|
|
52,975
|
|
|
16,643
|
|
|||||
Other current assets
|
|
393
|
|
|
8,661
|
|
|
(3,895
|
)
|
|
10,889
|
|
|
(2,429
|
)
|
|||||
Other current liabilities
|
|
26,467
|
|
|
14,436
|
|
|
(7,564
|
)
|
|
8,825
|
|
|
(11,045
|
)
|
|||||
Provision for uncollectible accounts
|
|
(14,016
|
)
|
|
(17,693
|
)
|
|
(11,215
|
)
|
|
(15,800
|
)
|
|
(26,403
|
)
|
|||||
Other cash flows from operating activities, net
|
|
1,110
|
|
|
(23,350
|
)
|
|
(2,112
|
)
|
|
14,754
|
|
|
6,265
|
|
|||||
|
|
442,282
|
|
|
385,041
|
|
|
383,983
|
|
|
457,690
|
|
|
501,151
|
|
|||||
Maintenance capital expenditures (i)
|
|
(52,936
|
)
|
|
(52,034
|
)
|
|
(52,104
|
)
|
|
(57,815
|
)
|
|
(70,287
|
)
|
|||||
DCF (ii) (A)
|
|
389,346
|
|
|
333,007
|
|
|
331,879
|
|
|
399,875
|
|
|
430,864
|
|
|||||
Growth capital expenditures (i)
|
|
(48,325
|
)
|
|
(46,130
|
)
|
|
(49,589
|
)
|
|
(44,194
|
)
|
|
(43,647
|
)
|
|||||
DCF after growth capital expenditures (ii) (B)
|
|
$
|
341,021
|
|
|
$
|
286,877
|
|
|
$
|
282,290
|
|
|
$
|
355,681
|
|
|
$
|
387,217
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions to Common Unitholders
|
|
$
|
353,298
|
|
|
$
|
351,363
|
|
|
$
|
345,644
|
|
|
$
|
334,387
|
|
|
$
|
319,427
|
|
Distributions to the General Partner
|
|
49,347
|
|
|
47,514
|
|
|
42,015
|
|
|
34,039
|
|
|
27,317
|
|
|||||
Total distributions paid (C)
|
|
$
|
402,645
|
|
|
$
|
398,877
|
|
|
$
|
387,659
|
|
|
$
|
368,426
|
|
|
$
|
346,744
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of DCF to total distributions paid (A)/(C)
|
|
1.0
|
|
0.8
|
|
0.9
|
|
1.1
|
|
1.2
|
||||||||||
Ratio of DCF after growth capital expenditures to total distributions paid (B)/(C)
|
|
0.8
|
|
0.7
|
|
0.7
|
|
1.0
|
|
1.1
|
(i)
|
The Partnership considers maintenance capital expenditures to include those capital expenditures that maintain the operating capacity of the Partnership while growth capital expenditures include capital expenditures that increase the operating capacity of the Partnership.
|
(ii)
|
"DCF" and "DCF after growth capital expenditures" should not be considered as alternatives to net income (as an indicator of operating performance) or alternatives to cash flow (as a measure of liquidity or ability to service debt obligations) and are not measures of performance or financial condition under accounting principles generally accepted in the United States of America (“GAAP”). Management believes DCF and DCF after growth capital expenditures are meaningful non-GAAP measures for evaluating the Partnership’s ability to declare and pay distributions pursuant to the terms of the Partnership Agreement. The Partnership’s definitions of DCF and DCF after growth capital expenditures may be different from those used by other companies. The ability of the Partnership to pay distributions on all units 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, to refinance maturing debt and to increase its long-term debt. Some of these factors are affected by conditions beyond our control including weather, competition in markets we serve, the cost of propane and changes in capital market conditions.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(Millions of dollars)
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
Adjusted total margin:
|
|
|
|
|
|
|
||||||
Total revenues
|
|
$
|
2,823.0
|
|
|
$
|
2,453.5
|
|
|
$
|
2,311.8
|
|
Cost of sales - propane
|
|
(1,215.6
|
)
|
|
(891.3
|
)
|
|
(719.8
|
)
|
|||
Cost of sales - other (a)
|
|
(86.6
|
)
|
|
(80.5
|
)
|
|
(78.9
|
)
|
|||
Total margin
|
|
1,520.8
|
|
|
1,481.7
|
|
|
1,513.1
|
|
|||
Subtract net gains on commodity derivative instruments not associated with current-period transactions
|
|
(12.5
|
)
|
|
(31.1
|
)
|
|
(66.1
|
)
|
|||
Adjusted total margin
|
|
$
|
1,508.3
|
|
|
$
|
1,450.6
|
|
|
$
|
1,447.0
|
|
|
|
|
|
|
|
|
||||||
Adjusted operating income:
|
|
|
|
|
|
|
||||||
Operating income
|
|
$
|
361.3
|
|
|
$
|
387.9
|
|
|
$
|
422.6
|
|
Subtract net gains on commodity derivative instruments not associated with current-period transactions
|
|
(12.5
|
)
|
|
(31.1
|
)
|
|
(66.1
|
)
|
|||
Impairment of Heritage tradenames and trademarks
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|||
MGP environmental accrual
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|||
Adjusted operating income
|
|
$
|
423.8
|
|
|
$
|
364.3
|
|
|
$
|
356.5
|
|
|
|
|
|
|
|
|
||||||
Adjusted net income attributable to AmeriGas Partners:
|
|
|
|
|
|
|
||||||
Net income attributable to AmeriGas Partners
|
|
$
|
190.5
|
|
|
$
|
162.1
|
|
|
$
|
207.0
|
|
Subtract net gains on commodity derivative instruments not associated with current-period transactions
|
|
(12.5
|
)
|
|
(31.1
|
)
|
|
(66.1
|
)
|
|||
Loss on extinguishments of debt
|
|
—
|
|
|
59.7
|
|
|
48.9
|
|
|||
Impairment of Heritage tradenames and trademarks
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|||
MGP environmental accrual
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|||
Noncontrolling interest in net gains on commodity derivative instruments not associated with current-period transactions, impairment of Heritage tradenames and trademarks and MGP environmental accrual
|
|
(0.6
|
)
|
|
0.3
|
|
|
0.7
|
|
|||
Adjusted net income attributable to AmeriGas Partners
|
|
$
|
252.4
|
|
|
$
|
198.5
|
|
|
$
|
190.5
|
|
|
|
|
|
|
|
|
||||||
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Net income attributable to AmeriGas Partners
|
|
$
|
190.5
|
|
|
$
|
162.1
|
|
|
$
|
207.0
|
|
Income tax expense (benefit) (a)
|
|
4.3
|
|
|
2.0
|
|
|
(1.6
|
)
|
|||
Interest expense
|
|
163.1
|
|
|
160.2
|
|
|
164.1
|
|
|||
Depreciation
|
|
145.8
|
|
|
147.7
|
|
|
146.8
|
|
|||
Amortization
|
|
39.9
|
|
|
42.8
|
|
|
43.2
|
|
|||
EBITDA
|
|
543.6
|
|
|
514.8
|
|
|
559.5
|
|
|||
Subtract net gains on commodity derivative instruments not associated with current-period transactions
|
|
(12.5
|
)
|
|
(31.1
|
)
|
|
(66.1
|
)
|
|||
Loss on extinguishments of debt
|
|
—
|
|
|
59.7
|
|
|
48.9
|
|
|||
MGP environmental accrual
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|||
Impairment of Heritage tradenames and trademarks
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interest in net gains on commodity derivative instruments not associated with current-period transactions, impairment of Heritage tradenames and trademarks and MGP environmental accrual (a)
|
|
(0.6
|
)
|
|
0.4
|
|
|
0.7
|
|
|||
Adjusted EBITDA
|
|
$
|
605.5
|
|
|
$
|
551.3
|
|
|
$
|
543.0
|
|
(a)
|
Includes the impact of rounding.
|
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
Gallons sold (millions):
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
1,081.3
|
|
|
1,046.9
|
|
|
34.4
|
|
|
3.3
|
%
|
|||
Wholesale
|
|
62.3
|
|
|
49.1
|
|
|
13.2
|
|
|
26.9
|
%
|
|||
|
|
1,143.6
|
|
|
1,096.0
|
|
|
47.6
|
|
|
4.3
|
%
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail propane
|
|
$
|
2,480.7
|
|
|
$
|
2,142.8
|
|
|
$
|
337.9
|
|
|
15.8
|
%
|
Wholesale propane
|
|
65.1
|
|
|
40.7
|
|
|
24.4
|
|
|
60.0
|
%
|
|||
Other
|
|
277.2
|
|
|
270.0
|
|
|
7.2
|
|
|
2.7
|
%
|
|||
|
|
$
|
2,823.0
|
|
|
$
|
2,453.5
|
|
|
$
|
369.5
|
|
|
15.1
|
%
|
Total margin (a)
|
|
$
|
1,520.8
|
|
|
$
|
1,481.7
|
|
|
$
|
39.1
|
|
|
2.6
|
%
|
Operating and administrative expenses (b)
|
|
$
|
923.1
|
|
|
$
|
915.1
|
|
|
$
|
8.0
|
|
|
0.9
|
%
|
Impairment of Heritage tradenames and trademarks (c)
|
|
$
|
75.0
|
|
|
$
|
—
|
|
|
$
|
75.0
|
|
|
N.M.
|
|
Operating income (d)(f)
|
|
$
|
361.3
|
|
|
$
|
387.9
|
|
|
$
|
(26.6
|
)
|
|
(6.9
|
)%
|
Net income attributable to AmeriGas Partners (g)
|
|
$
|
190.5
|
|
|
$
|
162.1
|
|
|
$
|
28.4
|
|
|
17.5
|
%
|
Non-GAAP financial measures (e):
|
|
|
|
|
|
|
|
|
|||||||
Adjusted total margin
|
|
$
|
1,508.3
|
|
|
$
|
1,450.6
|
|
|
$
|
57.7
|
|
|
4.0
|
%
|
EBITDA (f)
|
|
$
|
543.6
|
|
|
$
|
514.8
|
|
|
$
|
28.8
|
|
|
5.6
|
%
|
Adjusted EBITDA (f)
|
|
$
|
605.5
|
|
|
$
|
551.3
|
|
|
$
|
54.2
|
|
|
9.8
|
%
|
Adjusted operating income (d)(f)
|
|
$
|
423.8
|
|
|
$
|
364.3
|
|
|
$
|
59.5
|
|
|
16.3
|
%
|
Adjusted net income attributable to AmeriGas Partners (g)
|
|
$
|
252.4
|
|
|
$
|
198.5
|
|
|
$
|
53.9
|
|
|
27.2
|
%
|
Heating degree days — % colder (warmer) than normal (h)
|
|
0.3
|
%
|
|
(11.3
|
)%
|
|
—
|
|
|
—
|
|
(a)
|
Total margin represents total revenues less “Cost of sales — propane” and “Cost of sales — other.” Total margin includes the impact of net unrealized gains of $12.5 million and $31.1 million, respectively, on commodity derivative instruments not associated with current-period transactions.
|
(b)
|
Operating and administrative expenses in Fiscal 2017 include a $7.5 million environmental accrual associated with the site of a former manufactured gas plant (“MGP”) obtained in a prior-year acquisition (see Note 12 to Consolidated Financial Statements).
|
(c)
|
Reflects a $75.0 million impairment charge associated with a plan to discontinue the use of Heritage tradenames and trademarks (see Note 10 to Consolidated Financial Statements).
|
(d)
|
Amounts for Fiscal 2017 reflect an adjustment to correct depreciation expense associated with prior periods which reduced operating income and adjusted operating income by $7.5 million (see Note 2 to Consolidated Financial Statements).
|
(e)
|
These financial measures are non-GAAP financial measures and are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not a substitute for, the comparable GAAP measures. See section “Non-GAAP Financial Measures” above.
|
(f)
|
Amounts for Fiscal 2017 reflect adjustments to correct previously recorded gains on sales of fixed assets ($8.8 million) and decreased depreciation expense ($1.1 million) relating to certain assets acquired with the Heritage Propane acquisition in 2012, which reduced operating income and adjusted operating income by $7.7 million, and reduced EBITDA and Adjusted EBITDA by $8.8 million (see Note 2 to Consolidated Financial Statements).
|
(g)
|
Fiscal 2017 includes loss on extinguishments of debt of $59.7 million.
|
(h)
|
Deviation from average heating degree days for the 15-year period 2002-2016 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”) for 344 Geo Regions in the United States, excluding Alaska and Hawaii.
|
(Dollars in millions)
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
Gallons sold (millions):
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
1,046.9
|
|
|
1,065.5
|
|
|
(18.6
|
)
|
|
(1.7
|
)%
|
|||
Wholesale
|
|
49.1
|
|
|
49.7
|
|
|
(0.6
|
)
|
|
(1.2
|
)%
|
|||
|
|
1,096.0
|
|
|
1,115.2
|
|
|
(19.2
|
)
|
|
(1.7
|
)%
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail propane
|
|
$
|
2,142.8
|
|
|
$
|
2,023.8
|
|
|
$
|
119.0
|
|
|
5.9
|
%
|
Wholesale propane
|
|
40.7
|
|
|
29.3
|
|
|
11.4
|
|
|
38.9
|
%
|
|||
Other
|
|
270.0
|
|
|
258.7
|
|
|
11.3
|
|
|
4.4
|
%
|
|||
|
|
$
|
2,453.5
|
|
|
$
|
2,311.8
|
|
|
$
|
141.7
|
|
|
6.1
|
%
|
Total margin (a)
|
|
$
|
1,481.7
|
|
|
$
|
1,513.1
|
|
|
$
|
(31.4
|
)
|
|
(2.1
|
)%
|
Operating and administrative expenses (b)
|
|
$
|
915.1
|
|
|
$
|
928.8
|
|
|
$
|
(13.7
|
)
|
|
(1.5
|
)%
|
Operating income (c)(d)
|
|
$
|
387.9
|
|
|
$
|
422.6
|
|
|
$
|
(34.7
|
)
|
|
(8.2
|
)%
|
Net income attributable to AmeriGas Partners (e)
|
|
$
|
162.1
|
|
|
$
|
207.0
|
|
|
$
|
(44.9
|
)
|
|
(21.7
|
)%
|
Non-GAAP financial measures (f):
|
|
|
|
|
|
|
|
|
|||||||
Adjusted total margin
|
|
$
|
1,450.6
|
|
|
$
|
1,447.0
|
|
|
$
|
3.6
|
|
|
0.2
|
%
|
EBITDA (c)
|
|
$
|
514.8
|
|
|
$
|
559.5
|
|
|
$
|
(44.7
|
)
|
|
(8.0
|
)%
|
Adjusted EBITDA (c)
|
|
$
|
551.3
|
|
|
$
|
543.0
|
|
|
$
|
8.3
|
|
|
1.5
|
%
|
Adjusted operating income (c)(d)
|
|
$
|
364.3
|
|
|
$
|
356.5
|
|
|
$
|
7.8
|
|
|
2.2
|
%
|
Adjusted net income attributable to AmeriGas Partners (e)
|
|
$
|
198.5
|
|
|
$
|
190.5
|
|
|
$
|
8.0
|
|
|
4.2
|
%
|
Heating degree days — % (warmer) than normal (g)
|
|
(11.3
|
)%
|
|
(12.4
|
)%
|
|
—
|
|
|
—
|
|
(a)
|
Total margin represents “total revenues” less “cost of sales — propane” and “cost of sales — other.” Total margin includes the impact of net unrealized gains of $31.1 million and $66.1 million, respectively, on commodity derivative instruments not associated with current-period transactions.
|
(b)
|
Operating and administrative expenses in Fiscal 2017 include a $7.5 million environmental accrual associated with the site of a former MGP obtained in a prior-year acquisition (see Note 12 to Consolidated Financial Statements).
|
(c)
|
Amounts for Fiscal 2017 reflect adjustments to correct previously recorded gains on sales of fixed assets ($8.8 million) and decreased depreciation expense ($1.1 million) relating to certain assets acquired with the Heritage Propane acquisition in 2012, which reduced operating income and adjusted operating income by $7.7 million; and reduced EBITDA and Adjusted EBITDA by $8.8 million (see Note 2 to Consolidated Financial Statements).
|
(d)
|
Amounts for Fiscal 2017 reflect an adjustment to correct depreciation expense associated with prior periods which reduced operating income and adjusted operating income by $7.5 million (see Note 2 to Consolidated Financial Statements).
|
(e)
|
Fiscal 2017 and Fiscal 2016 include losses on extinguishments of debt of $59.7 million and $48.9 million, respectively, (see Note 6 to Consolidated Financial Statements).
|
(f)
|
These financial measures are non-GAAP financial measures and are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not a substitute for, the comparable GAAP measures. See section “Non-GAAP Financial Measures” above.
|
(g)
|
Deviation from average heating degree days for the 15-year period 2002-2016 based upon national weather statistics provided by NOAA for 344 Geo regions in the United States, excluding Alaska and Hawaii.
|
|
2018
|
|
2017
|
|
2016
|
1st Quarter
|
$0.95
|
|
$0.94
|
|
$0.92
|
2nd Quarter
|
$0.95
|
|
$0.94
|
|
$0.92
|
3rd Quarter
|
$0.95
|
|
$0.95
|
|
$0.94
|
4th Quarter
|
$0.95
|
|
$0.95
|
|
$0.94
|
Year Ended September 30,
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
(millions of dollars)
|
|
(estimate)
|
|
|
|
|
|
|
||||||||
Maintenance capital expenditures
|
|
$
|
54.0
|
|
|
$
|
52.9
|
|
|
$
|
52.0
|
|
|
$
|
52.1
|
|
Growth capital expenditures
|
|
63.0
|
|
|
48.4
|
|
|
46.1
|
|
|
49.6
|
|
||||
Total capital expenditures
|
|
$
|
117.0
|
|
|
$
|
101.3
|
|
|
$
|
98.1
|
|
|
$
|
101.7
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(millions of dollars)
|
|
Total
|
|
Fiscal 2019
|
|
Fiscal 2020 - 2021
|
|
Fiscal 2022 - 2023
|
|
Thereafter
|
||||||||||
Long-term debt (a)
|
|
$
|
2,597.1
|
|
|
$
|
8.8
|
|
|
$
|
11.6
|
|
|
$
|
1.9
|
|
|
$
|
2,574.8
|
|
Interest on long-term fixed-rate debt (b)
|
|
1,067.0
|
|
|
147.0
|
|
|
292.9
|
|
|
292.6
|
|
|
334.5
|
|
|||||
Operating leases
|
|
407.9
|
|
|
74.7
|
|
|
129.1
|
|
|
98.6
|
|
|
105.5
|
|
|||||
Propane supply contracts
|
|
14.0
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,086.0
|
|
|
$
|
244.5
|
|
|
$
|
433.6
|
|
|
$
|
393.1
|
|
|
$
|
3,014.8
|
|
(a)
|
Based upon stated maturity dates.
|
(b)
|
Based upon stated interest rates.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
The General Partner’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Partnership in reports filed or submitted 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 Principal 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 Principal 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 Principal Financial Officer concluded that the Partnership’s disclosure controls and procedures, as of
September 30, 2018
, were effective at the reasonable assurance level.
|
(b)
|
For “Management’s Annual Report on Internal Control Over Financial Reporting” see Item 8 of this Report (which information is incorporated herein by reference).
|
(c)
|
During the most recent fiscal quarter, no change in the Partnership’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
•
|
oversee the accounting and financial reporting processes and audits of the financial statements of the Partnership;
|
•
|
monitor the independence of the Partnership’s independent registered public accounting firm and the performance of the independent registered public accountants and internal audit staff;
|
•
|
oversee the adequacy of the Partnership’s controls relative to financial and business risk;
|
•
|
oversee the partnership’s policies and programs to promote cyber security;
|
•
|
provide a means for open communication among the independent registered public accountants, management, internal audit staff and the Board of Directors; and
|
•
|
oversee compliance with applicable legal and regulatory requirements.
|
Name
|
|
Age
|
|
Position with the General Partner
|
|
John L. Walsh
|
|
63
|
|
|
Chairman and Director
|
Hugh J. Gallagher
|
|
55
|
|
|
President, Chief Executive Officer and Director
|
Roger Perreault
|
|
54
|
|
|
Director
|
Marvin O. Schlanger
|
|
70
|
|
|
Presiding Director
|
Brian R. Ford
|
|
69
|
|
|
Director
|
John R. Hartmann
|
|
55
|
|
|
Director
|
Frank S. Hermance
|
|
69
|
|
|
Director
|
William J. Marrazzo
|
|
69
|
|
|
Director
|
Anne Pol
|
|
71
|
|
|
Director
|
Pedro A. Ramos
|
|
53
|
|
|
Director
|
K. Richard Turner
|
|
60
|
|
|
Director
|
Ted J. Jastrzebski
|
|
57
|
|
|
Principal Financial Officer
|
Troy E. Fee
|
|
50
|
|
|
Vice President - Human Resources and Strategic Initiatives
|
Monica M. Gaudiosi
|
|
55
|
|
|
Vice President, General Counsel and Secretary
|
Anthony D. Rosback
|
|
55
|
|
|
Vice President and Chief Operating Officer
|
Laurie A. Bergman
|
|
41
|
|
|
Controller and Chief Accounting Officer
|
(i)
|
service by a director on the Board of Directors of UGI Corporation and its subsidiaries in and of itself will not be considered to result in a material relationship between such director and the Partnership; and
|
(ii)
|
if a director serves as an officer, director or trustee of a non-profit organization, charitable contributions to that organization by the Partnership and its affiliates that do not exceed the greater of $1,000,000 or two percent of the charitable organization’s total revenues per year will not be considered to result in a material relationship between such director and the Partnership.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
Compensation/Pension Committee
|
|
|
Anne Pol, Chair
|
|
|
William J. Marrazzo
|
|
|
Marvin O. Schlanger
|
|
•
|
The Committee is composed entirely of directors who are independent, as defined in the corporate governance listing standards of the New York Stock Exchange.
|
•
|
The Committee utilizes the services of Pay Governance LLC (“Pay Governance”), an independent outside compensation consultant.
|
•
|
AmeriGas Partners allocates a substantial portion of compensation to performance-based compensation. In Fiscal 2018, 71 percent of the principal compensation components, in the case of Mr. Sheridan, and 53 percent to 81 percent of the principal compensation components, in the case of all other named executive officers, were variable and tied to financial and business performance or total shareholder return.
|
•
|
AmeriGas Partners awards a substantial portion of compensation in the form of long-term awards, namely stock options and performance units, so that executive officers’ interests are aligned with unitholders and our long-term performance.
|
•
|
Annual bonus opportunities for the named executive officers are based primarily on key financial metrics. Similarly, long-term incentives for the AmeriGas NEOs were based on the relative performance of AmeriGas Partners common units and customer gain/loss performance. In the case of Messrs. Walsh and Jastrzebski and Ms. Gaudiosi, long-term incentives were based on UGI Corporation common stock values and relative stock price performance.
|
•
|
We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). In addition, we require a double trigger for the accelerated vesting of equity awards in the event of a change in control. We also have not entered into change in control agreements providing for tax gross-up payments under Section 280G of the Internal Revenue Code since 2010. See “Potential Payments Upon Termination of Employment or Change in Control - Change in Control Agreements.”
|
•
|
We have meaningful equity ownership guidelines. See “Equity Ownership Policy” in this Compensation Discussion and Analysis for information on equity ownership.
|
•
|
We have a recoupment policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement due to material non-compliance with financial reporting requirements.
|
•
|
We have a policy prohibiting directors and executive officers from (i) hedging the securities of AmeriGas Partners and UGI Corporation, (ii) holding AmeriGas Partners and UGI Corporation securities in margin accounts as collateral for a margin loan, and (iii) pledging the securities of AmeriGas Partners and UGI Corporation.
|
•
|
The Company’s Board of Directors adopted an annual limit of $400,000 with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new directors with the relevant skills and attributes desired in director candidates.
|
•
|
Provide the Committees with independent and objective market data;
|
•
|
Conduct compensation analysis;
|
•
|
Review and advise on pay programs and salary, target bonus and long-term incentive levels applicable to our executives;
|
•
|
Review components of our compensation program as requested from time to time by the Committees and recommend plan design changes as appropriate; and
|
•
|
Provide general consulting services related to the fulfillment of the Committees’ charters.
|
Name
|
Salary
|
Percentage Increase
over Fiscal 2017 Salary
|
Hugh J. Gallagher (1)
|
$354,081
|
5.0%
|
Ted J. Jastrzebski (2)
|
$650,000
|
N/A
|
John L. Walsh
|
$1,196,845
|
2.0%
|
Monica M. Gaudiosi
|
$475,345
|
3.5%
|
Anthony D. Rosback
|
$391,508
|
1.5%
|
Jerry E. Sheridan
|
$563,407
|
2.0%
|
Name
|
Shares Underlying Stock Options # Granted
|
Performance Units
Alerian MLP Index (as modified)
# Granted
|
Performance Units
Customer Gain/Loss # Granted
|
Hugh J. Gallagher
|
13,000
|
1,500
|
2,400
|
Ted J. Jastrzebski
|
155,000
|
(1)
|
N/A
|
John L. Walsh
|
260,000
|
(1)
|
N/A
|
Monica M. Gaudiosi
|
60,000
|
(1)
|
N/A
|
Anthony D. Rosback
|
21,000
|
2,450
|
4,200
|
Jerry E. Sheridan
|
50,000
|
5,600
|
11,250
|
(1)
|
Messrs. Walsh and Jastrzebski and Ms. Gaudiosi were awarded 37,000, 21,000 and 8,500 UGI performance units, respectively, during Fiscal 2018. Mr. Jastrzebski was also awarded 12,000 UGI Corporation restricted stock units in connection with the commencement of his employment.
|
Alliance Resource Partners, L.P.
|
|
Enterprise Products Partners, L.P.
|
|
Shell Midstream Partners L.P.
|
AmeriGas Partners, L.P.
|
|
EQT Midstream Partners, L.P.
|
|
Spectra Energy Partners, LP
|
Andeavor Logistics LP
|
|
GasLog Partners LP
|
|
Suburban Propane Partners, L.P.
|
Antero Midstream Partners, L.P.
|
|
Genesis Energy, L.P.
|
|
Summit Midstream Partners L.P.
|
Boardwalk Pipeline Partners L.P.
|
|
Golar LNG Partners, L.P.
|
|
Sunoco L.P.
|
Buckeye Partners, L.P.
|
|
Holly Energy Partners, L.P.
|
|
Tallgrass Energy Partners L.P.
|
Cheniere Energy Partners, L.P.
|
|
Magellan Midstream Partners, L.P.
|
|
TC Pipelines, L.P.
|
Crestwood Equity Partners L.P.
|
|
MPLX, L.P.
|
|
Teekay LNG Partners L.P.
|
DCP Midstream Partners, LP
|
|
NGL Energy Partners, L.P.
|
|
Valero Energy Partners, L.P.
|
Dominion Midstream Partners, L.P.
|
|
Nobel Midstream Partners LP
|
|
Viper Energy Partners LP
|
Enable Midstream Partners, L.P.
|
|
NuStar Energy L.P.
|
|
Western Gas Partners, LP
|
Enbridge Energy Partners, L. P.
|
|
Phillips 66 Partners, L.P.
|
|
Williams Partners L.P.
|
Energy Transfer Partners, L.P.
|
|
Plains All American Pipeline, L.P.
|
|
|
EnLink Midstream Partners, L.P.
|
|
Rice Midstream Partners, L.P.
|
|
|
Alliant Energy
|
Edison International
|
Pinnacle West Capital Corp.
|
Ameren Corporation
|
Entergy Corporation
|
PPL Corporation
|
American Water Works Company, Inc.
|
Eversource Energy
|
Public Service Enterprise Group
|
Aqua America, Inc.
|
FirstEnergy Corp.
|
SCANA Corporation
|
Atmos Energy Corporation
|
Great Plains Energy
|
Sempra Energy
|
Avangrid
|
Hawaiian Electric Industries, Inc.
|
The AES Corporation
|
Calpine Corporation
|
MDU Resources Group, Inc.
|
Vectren Corporation
|
Centerpoint Energy, Inc.
|
National Fuel Gas Company
|
Vistra Energy Corporation
|
CMS Energy Corporation
|
NiSource Inc.
|
WEC Energy
|
Consolidated Edison, Inc.
|
NRG Energy, Inc.
|
Westar Energy, Inc.
|
DTE Energy Company
|
OGE Energy Corp.
|
Xcel Energy Inc.
|
Name
|
|
Performance Unit
Payout (#) (1)
|
|
|
Performance Unit
Payout Value
($) (2)
|
|
|
Cash Payout
($) (3)
|
|
|||
Hugh J. Gallagher (4)
|
|
|
1,097
|
|
|
$
|
73,968
|
|
$
|
109,712
|
|
|
Ted J. Jastrzebski (5)
|
|
|
N/A
|
|
|
$
|
N/A
|
|
$
|
N/A
|
|
|
John L. Walsh (6)
|
|
|
21,549
|
|
|
$
|
1,519,067
|
|
$
|
91,483
|
|
|
Monica M. Gaudiosi (6)
|
|
|
4,823
|
|
|
$
|
318,978
|
|
$
|
19,210
|
|
|
Anthony D. Rosback (4)
|
|
|
1,403
|
|
|
$
|
92,460
|
|
$
|
133,620
|
|
|
Jerry E. Sheridan (4)
|
|
|
4,910
|
|
|
$
|
321,299
|
|
$
|
476,561
|
|
(1)
|
Number of units/shares paid out after withholding taxes.
|
(2)
|
Payout value based on performance units awarded before withholding taxes.
|
(3)
|
Includes award in excess of 100 percent and dividend or distribution equivalent payout.
|
(4)
|
Messrs. Gallagher, Rosback and Sheridan received AmeriGas Partners performance units.
|
(5)
|
Mr. Jastrzebski did not receive a performance unit payout during Fiscal 2018.
|
(6)
|
Mr. Walsh and Ms. Gaudiosi received UGI performance units.
|
Name
|
Equity Ownership Requirement (UGI common stock or AmeriGas Partners common units)
|
Hugh J. Gallagher (1)
|
12,000
|
Ted J. Jastrzebski
|
50,000
|
John L. Walsh
|
225,000
|
Monica M. Gaudiosi
|
30,000
|
Anthony D. Rosback
|
20,000
|
Name and
Principal
Position
(a)
|
Fiscal
Year
(b)
|
Salary
($)
(1)(c)
|
Bonus
($)
(2)(d)
|
Stock
Awards
($)
(3)(e)
|
Option
Awards
($)
(3)
(f)
|
Non-Equity
Incentive
Plan
Compensation
($)
(4)
(g)
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(5)
(h)
|
All Other
Compensation
($)
(6)
(i)
|
Total
($)
(7)
(j)
|
|
H. J. Gallagher
|
2018
|
353,433
|
|
0
|
253,488
|
94,380
|
162,346
|
0
|
52,444
|
916,091
|
Vice President - Finance
|
2017
|
336,721
|
|
16,250
|
202,112
|
105,840
|
0
|
16,212
|
65,420
|
742,555
|
Chief Financial Officer
|
2016
|
323,389
|
|
0
|
171,241
|
83,843
|
0
|
56,243
|
32,786
|
667,502
|
T. J. Jastrzebski
|
2018
|
210,000
|
|
0
|
1,958,760 (8)
|
1,257,050 (9)
|
256,100
|
0
|
33,360
|
3,715,270
|
Principal Financial Officer
|
|
|
|
|
|
|
|
|
|
|
J. L. Walsh
|
2018
|
1,195,943
|
|
0
|
1,994,300
|
1,887,600
|
1,768,338
|
544,481
|
55,997
|
7,446,659
|
Chairman
|
2017
|
1,171,854
|
|
0
|
1,953,960
|
2,041,200
|
1,308,319
|
1,334,584
|
51,795
|
7,861,712
|
|
2016
|
1,132,043
|
|
0
|
1,648,500
|
1,581,030
|
1,159,212
|
2,439,939
|
61,549
|
8,022,273
|
M. M. Gaudiosi
|
2018
|
474,727
|
|
0
|
458,150
|
435,600
|
393,300
|
0
|
82,180
|
1,843,957
|
Vice President, General
|
2017
|
458,833
|
|
0
|
462,780
|
453,600
|
266,281
|
0
|
67,472
|
1,708,966
|
Counsel and Secretary
|
2016
|
447,655
|
|
0
|
362,670
|
335,370
|
238,232
|
0
|
63,956
|
1,447,883
|
A. D. Rosback
|
2018
|
391,295
|
|
0
|
391,940
|
152,460
|
197,457
|
0
|
59,375
|
1,192,527
|
Vice President and
|
2017
|
385,017
|
|
15,000
|
358,800
|
173,880
|
0
|
0
|
69,525
|
1,002,222
|
Chief Operating Officer
|
2016
|
367,128
|
|
0
|
289,655
|
134,148
|
0
|
0
|
53,007
|
843,938
|
J. E. Sheridan
|
2018
|
562,982
|
|
0
|
962,912
|
363,000
|
413,315
|
0
|
97,679
|
2,399,888
|
President and
|
2017
|
551,943
|
|
31,250
|
888,140
|
400,680
|
0
|
0
|
67,742
|
1,939,755
|
Chief Executive Officer
|
2016
|
541,082
|
|
0
|
699,474
|
311,415
|
0
|
0
|
54,108
|
1,606,079
|
(1)
|
The amounts shown in column (c) represent salary payments actually received during the fiscal year shown based on the
|
(2)
|
The amounts shown in column (d) represent discretionary cash bonus awards for Fiscal 2017 to Messrs. Gallagher, Rosback, and Sheridan.
|
(3)
|
The amounts shown in columns (e) and (f) above represent the fair value of awards of performance units and stock options, as the case may be, on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 2 and Note 11 to our Consolidated Financial Statements for Fiscal 2018 and in Exhibit No. 99 to this Report. See the Grants of Plan-Based Awards Table for information on awards of performance units and stock options made in Fiscal 2018. The amount shown in this column also represents (1) a discretionary equity award to Mr. Gallagher of 1,095 units representing time-based AmeriGas Partners restricted units with a grant date of November 24, 2017, (2) a discretionary equity award to Mr. Sheridan of 2,106 units representing time-based AmeriGas Partners restricted units with a grant date of November 24, 2017 and (3) a discretionary equity award to Mr. Rosback of 1,011 units representing time-based AmeriGas restricted units with a grant date of November 24, 2017.
|
(4)
|
The amounts shown in this column represent payments made under the applicable performance-based annual bonus plan. For Fiscal 2018, Mr. Jastrzebski received 10% of his payout in UGI Corporation common stock in compliance with UGI’s
|
(5)
|
The amounts shown in column (h) of the Summary Compensation Table - Fiscal 2018 reflect (i) for Mr. Walsh, the change in the actuarial present value from September 30, 2017 to September 30 2018 of his accumulated benefit under UGI’s defined benefit pension plans, and (ii) the above-market portion of earnings, if any, on nonqualified deferred compensation accounts. The change in pension value from year to year as reported in this column is subject to market volatility and may not represent the value that Mr. Walsh will actually accrue under the UGI pension plans during any given year. Mr. Gallagher has a vested annual benefit under the Retirement Income Plan for Employees of UGI Utilities, Inc. based on prior credited service of approximately $37,100. Mr. Gallagher is not currently earning benefits under that plan. Messrs. Jastrzebski, Sheridan and Rosback and Ms. Gaudiosi are not eligible to participate in the UGI Utilities Retirement Income Plan. The material terms of the pension plans and deferred compensation plans are described in the Pension Benefits Table - Fiscal 2018 and the Nonqualified Deferred Compensation Table - Fiscal 2018, and the related narratives to each. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120 percent of the applicable federal long-term rate. For purposes of the Summary Compensation Table - Fiscal 2018, the market rate on deferred compensation most analogous to the rate at the time the interest rate is set under the UGI plan for Fiscal 2018 was 3.16 percent, which is 120 percent of the federal long-term rate for December 2017. Earnings on deferred compensation are market-based and calculated by reference to externally managed mutual funds.
|
(6)
|
The table below shows the components of the amounts included for each named executive officer under the “All Other Compensation” column in the Summary Compensation Table - Fiscal 2018. None of the named executive officers received perquisites with an aggregate value of $10,000 or more during Fiscal 2018.
|
Name
|
Employer
Contribution to
401(k)
Savings Plan ($)
|
Employer
Contribution
to AmeriGas
Supplemental
Executive
Retirement Plan/UGI
Supplemental Savings Plan ($)
|
Total ($)
|
|||
H. J. Gallagher
|
14,116
|
|
38,328
|
|
52,444
|
|
T. J. Jastrzebski
|
0
|
|
33,110
|
|
33,110
|
|
J. L. Walsh
|
6,112
|
|
49,885
|
|
55,997
|
|
M. M. Gaudiosi
|
8,627
|
|
73,553
|
|
82,180
|
|
A. D. Rosback
|
13,750
|
|
45,625
|
|
59,375
|
|
J. E. Sheridan
|
13,299
|
|
84,380
|
|
97,679
|
|
(7)
|
The compensation reported for Messrs. Walsh and Jastrzebski and Ms. Gaudiosi is paid by UGI. For Fiscal 2018, UGI charged the Partnership 37 percent of the total compensation expense, other than the change in pension value, for Messrs. Walsh and Jastrzebski and Ms. Gaudiosi.
|
(8)
|
Includes transition awards granted in connection with Mr. Jastrzebski’s commencement of employment of (i) 4,000 UGI Corporation performance units for the three-year measurement period ending December 31, 2018, (ii) 7,000 UGI Corporation performance units for the three-year measurement period ending December 31, 2019, (iii) 10,000 UGI Corporation performance units for the three-year measurement period ending December 31, 2020, (iv) 6,000 UGI Corporation restricted units with a vesting date of May 22, 2020, and (v) 6,000 UGI Corporation restricted units with a vesting date of May 22, 2021.
|
(9)
|
Includes 155,000 option awards granted in connection with Mr. Jastrzebski’s commencement of employment which vest in three equal annual installments beginning May 22, 2019.
|
|
|
|
Estimated Possible Payouts Under
|
|
|
|
All
Other
Stock Awards:
|
All Other
Option
Awards: Number of
|
Exercise or Base
|
Grant Date Fair Value
|
||||||||||||
|
|
Board
|
Non-Equity Incentive Plan
Awards (1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
Number of
Shares of
|
Securities
Underlying
|
Price of
Option
|
of
Stock and
|
||||||||||||||
|
Grant
|
Action
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
Stock or
|
Options (#)
|
Awards
|
Option
|
||||||||||
Name
|
Date
|
Date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
Units (#) (3)
|
(4)
|
($/Sh)
|
Awards
|
||||||||||
(a)
|
(a)
|
(a)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
(m)
|
||||||||||
H. J. Gallagher
|
10/1/2017
|
11/16/2017
|
91,530
|
|
177,041
|
|
354,081
|
|
|
|
|
|
|
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
|
|
|
|
13,000
|
|
46.95
|
|
94,380
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
429
|
|
2,450
|
|
4,900
|
|
|
|
|
93,195
|
|
||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
1,050
|
|
4,200
|
|
8,400
|
|
|
|
|
110,952
|
|
||||||
|
11/24/2017
|
11/16/2017
|
|
|
|
|
|
|
1,095
|
|
|
|
49,341
|
|
||||||||
T. J. Jastrzebski
|
5/22/2018
|
1/20/2018
|
104,000
|
|
216,667
|
|
433,333
|
|
|
|
|
|
|
|
|
|||||||
|
5/22/2018
|
1/20/2018
|
|
|
|
|
|
|
|
155,000
|
|
49.19
|
|
1,257,050
|
|
|||||||
|
5/22/2018
|
1/20/2018
|
|
|
|
1,000
|
|
4,000
|
|
8,000
|
|
|
|
|
317,720
|
|
||||||
|
5/22/2018
|
1/20/2018
|
|
|
|
1,750
|
|
7,000
|
|
14,000
|
|
|
|
|
356,860
|
|
||||||
|
5/22/2018
|
1/20/2018
|
|
|
|
2,500
|
|
10,000
|
|
20,000
|
|
|
|
|
693,900
|
|
||||||
|
5/22/2018
|
2/7/2018
|
|
|
|
|
|
|
12,000
|
|
|
|
590,280
|
|
||||||||
J. L. Walsh
|
10/1/2017
|
11/16/2017
|
718,107
|
|
1,496,056
|
|
2,992,113
|
|
|
|
|
|
|
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
|
|
|
|
260,000
|
|
46.95
|
|
1,887,600
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
9,250
|
|
37,000
|
|
74,000
|
|
|
|
|
1,994,300
|
|
||||||
M. M. Gaudiosi
|
10/1/2017
|
11/16/2017
|
148,308
|
|
308,974
|
|
617,949
|
|
|
|
|
|
|
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
|
|
|
|
60,000
|
|
46.95
|
|
435,600
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
2,125
|
|
8,500
|
|
17,000
|
|
|
|
|
458,150
|
|
||||||
A. D. Rosback
|
10/1/2017
|
11/16/2017
|
111,325
|
|
215,329
|
|
430,659
|
|
|
|
|
|
|
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
|
|
|
|
21,000
|
|
46.95
|
|
152,460
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
429
|
|
2,450
|
|
4,900
|
|
|
|
|
152,219
|
|
||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
1,050
|
|
4,200
|
|
8,400
|
|
|
|
|
194,166
|
|
||||||
|
11/24/2017
|
11/16/2017
|
|
|
|
|
|
|
1,011
|
|
|
|
45,556
|
|
||||||||
J. E. Sheridan
|
10/1/2017
|
11/16/2017
|
233,025
|
|
450,726
|
|
901,451
|
|
|
|
|
|
|
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
|
|
|
|
50,000
|
|
46.95
|
|
363,000
|
|
|||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
980
|
|
5,600
|
|
11,200
|
|
|
|
|
347,928
|
|
||||||
|
1/1/2018
|
11/16/2017
|
|
|
|
2,813
|
|
11,250
|
|
22,500
|
|
|
|
|
520,088
|
|
||||||
|
11/24/2017
|
11/16/2017
|
|
|
|
|
|
|
2,106
|
|
|
|
94,896
|
|
(1)
|
The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 2018. See “Compensation Discussion and Analysis” for a description of the annual bonus plans. Payments for these awards have already been determined and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table - Fiscal 2018. The threshold amount shown for Messrs. Gallagher, Rosback and Sheridan is based on achievement of (i) 80 percent of the financial goal with the resulting amount modified to the extent provided for above or below target achievement of the safety goal, and (ii) 93 percent of the customer service goal. The threshold amount shown for Messrs. Walsh and Jastrzebski and Ms. Gaudiosi is based on achievement of 80 percent of the UGI financial goal with the resulting amount
|
(2)
|
The awards shown for Messrs. Gallagher, Rosback, and Sheridan are performance units under the 2010 AmeriGas Long-Term Incentive Plan, as described in “Compensation Discussion and Analysis.” Performance units are forfeitable until the end of the performance period in the event of termination of employment, with pro-rated forfeitures in the case of termination of employment due to retirement, death or disability. In the case of a change in control, outstanding performance units and distribution equivalents will only be paid for a qualifying termination of employment and will be paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be payable if the performance period ended on the date of the change in control, based on the Partnership’s achievement of the performance goal as of the date of the change in control, as determined by the Compensation/Pension Committee. The awards shown for Messrs. Walsh and Jastrzebski and Ms. Gaudiosi are performance units under the 2013 UGI Plan, as described in “Compensation Discussion and Analysis.” Terms of these awards with respect to forfeitures and change in control, as defined in the 2013 UGI Plan, are analogous to the terms of the performance units granted under the 2010 AmeriGas Long-Term Incentive Plan.
|
(3)
|
The awards shown for Mr. Jastrzebski are restricted stock units granted under the Company’s 2013 Plan in connection with the commencement of Mr. Jastrzebski’s employment on May 22, 2018. Each stock unit represents a share of UGI Corporation common stock, 6,000 of which will vest on the second anniversary of Mr. Jastrzebski’s employment commencement date and 6,000 of which will vest on the third anniversary of Mr. Jastrzebski’s employment commencement date. The awards of Messrs. Gallagher’s, Sheridan’s and Rosback’s 1,095, 1,011 and 2,106 restricted units, respectively, granted under the AmeriGas 2010 Plan represent time-based AmeriGas Partners restricted units with a grant date of November 24, 2017 in recognition of progress made on key operational and organizational initiatives during Fiscal 2017.
|
(4)
|
Options are granted under the 2013 UGI Plan. Under this Plan, the option exercise price is not less than 100 percent of the fair market value of UGI’s Common Stock on the effective date of the grant, which is either the date of the grant or a specified future date. The term of each option is generally 10 years, which is the maximum allowable term. The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date. All options are nontransferable and generally exercisable only while the optionee is employed by the General Partner, UGI or an affiliate, with exceptions for exercise following termination without cause, retirement, disability and death. In the case of termination without cause, the option will be exercisable only to the extent that it has vested as of the date of termination of employment and the option will terminate upon the earlier of the expiration date of the option and the expiration of the 13-month period commencing on the date of termination of employment. If termination of employment occurs due to retirement, the option will thereafter become exercisable as if the optionee had continued to be employed by, or continued to provide service to, the Company, and the option will terminate upon the original expiration date of the option. If termination of employment occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of employment and the original expiration date, and vesting continues in accordance with the original vesting schedule. In the event of death of the optionee while an employee, the option will become fully vested and the option term will be shortened to the earlier of the expiration of the 12-month period following the optionee’s death, and the original expiration date. Options are subject to adjustment in the event of recapitalizations, stock splits, mergers, and other similar corporate transactions affecting UGI’s common stock. In the event of a change in control, unvested options become exercisable only for a qualifying termination of employment.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|||||||||||||
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Number of
Securities
Underlying
Options
(#)
|
|
Option
Exercise
Price
|
|
Option
Expiration
|
|
Number of Shares or Units of Stock That Have Not Vested
|
|
Market Value of Shares or Units of Stock That Have Not Vested
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights That Have Not
Vested
|
|
Equity
Incentive
Plan Awards:
Market
or Payout Value
of Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. J. Gallagher
|
|
8,250
|
(1)
|
|
|
27.64
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
(2)
|
|
|
38.05
|
|
1/20/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
11,666
|
(3)
|
5,834
|
(3)
|
33.76
|
|
12/31/2025
|
|
|
|
|
|
1,750
|
(14)
|
138,285
|
|
|
|
|
4,666
|
(4)
|
9,334
|
(4)
|
46.08
|
|
12/31/2026
|
|
|
|
|
|
2,800
|
(15)
|
110,628
|
|
|
|
|
|
|
13,000
|
(5)
|
46.95
|
|
12/31/2027
|
|
|
|
|
|
1,400
|
(16)
|
55,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300
|
(17)
|
90,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
(18)
|
59,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400
|
(19)
|
94,824
|
|
|
|
|
|
|
|
|
|
|
|
|
1,095
|
(20)
|
43,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. J. Jastrzebski
|
|
|
|
155,000
|
(6)
|
49.19
|
|
5/21/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
(22)
|
441,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
(23)
|
388,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
(24)
|
554,800
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
(21)
|
665,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. L. Walsh
|
|
187,500
|
(7)
|
|
|
21.06
|
|
12/31/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
187,500
|
(8)
|
|
|
19.60
|
|
12/31/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
178,500
|
(9)
|
|
|
21.81
|
|
12/31/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
129,000
|
(10)
|
|
|
25.50
|
|
3/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
405,000
|
(1)
|
|
|
27.64
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
306,000
|
(11)
|
|
|
37.98
|
|
12/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
220,000
|
(3)
|
110,000
|
(3)
|
33.76
|
|
12/31/2025
|
|
|
|
|
|
50,000
|
|
(22)
|
5,523,000
|
|
|
|
90,000
|
(4)
|
180,000
|
(4)
|
46.08
|
|
12/31/2026
|
|
|
|
|
|
38,000
|
|
(23)
|
2,108,240
|
|
|
|
|
|
260,000
|
(5)
|
46.95
|
|
12/31/2027
|
|
|
|
|
|
37,000
|
|
(24)
|
2,052,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. M. Gaudiosi
|
|
75,000
|
(12)
|
|
|
17.75
|
|
4/22/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
(9)
|
|
|
21.81
|
|
12/31/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
(1)
|
|
|
27.64
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
63,000
|
(11)
|
|
|
37.98
|
|
12/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
46,666
|
(3)
|
23,334
|
(3)
|
33.76
|
|
12/31/2025
|
|
|
|
|
|
11,000
|
|
(22)
|
1,215,060
|
|
|
|
20,000
|
|
40,000
|
(4)
|
46.08
|
|
12/31/2026
|
|
|
|
|
|
9,000
|
|
(23)
|
499,320
|
|
|
|
|
|
60,000
|
(5)
|
46.95
|
|
12/31/2027
|
|
|
|
|
|
8,500
|
|
(24)
|
471,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. D. Rosback
|
|
12,675
|
(13)
|
|
|
33.48
|
|
3/22/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
18,666
|
(3)
|
9,334
|
(3)
|
33.76
|
|
12/31/2025
|
|
|
|
|
|
2,750
|
(14)
|
217,305
|
|
|
|
|
7,666
|
(4)
|
15,334
|
(4)
|
46.08
|
|
|
|
|
|
|
|
5,000
|
(15)
|
197,550
|
|
|
|
|
|
|
21,000
|
(5)
|
46.95
|
|
12/31/2026
|
|
|
|
|
|
2,400
|
(16)
|
94,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,200
|
(17)
|
165,942
|
|
|
|
|
|
|
|
|
|
|
12/31/2027
|
|
|
|
|
|
2,450
|
(18)
|
96,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,200
|
(19)
|
165,942
|
|
|
|
|
|
|
|
|
|
|
|
|
1,011
|
(20)
|
39,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. E. Sheridan
|
|
|
|
21,668
|
(3)
|
33.76
|
|
12/31/2025
|
|
|
|
|
|
6,700
|
(14)
|
529,434
|
|
|
|
|
17,666
|
(4)
|
35,334
|
(4)
|
46.08
|
|
12/31/2026
|
|
|
|
|
|
12,000
|
(15)
|
474,120
|
|
|
|
|
|
|
50,000
|
(5)
|
46.95
|
|
12/31/2027
|
|
|
|
|
|
5,500
|
(16)
|
217,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000
|
(17)
|
434,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,600
|
(18)
|
444,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
(19)
|
221,256
|
|
|
|
|
|
|
|
|
|
|
|
|
2,106
|
(20)
|
83,208
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock/Unit Awards
|
||||||||
|
|
Number of Shares
Acquired on
Exercise
|
|
Value Realized
on Exercise
|
|
Number of Shares/Units
Acquired on
Vesting
|
|
Value Realized
on Vesting
|
||||
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||
H. J. Gallagher
|
|
20,000
|
|
|
559,536
|
|
|
3,200
|
|
|
183,680
|
|
T. J. Jastrzebski
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
J. L. Walsh
|
|
50,000
|
|
|
1,504,895
|
|
|
32,355
|
|
|
1,610,551
|
|
M. M. Gaudiosi
|
|
0
|
|
|
0
|
|
|
6,794
|
|
|
338,188
|
|
A. D. Rosback
|
|
8,325
|
|
|
134,714
|
|
|
4,000
|
|
|
226,080
|
|
J. E. Sheridan
|
|
103,332
|
|
|
1,301,501
|
|
|
13,900
|
|
|
797,860
|
|
|
|
|
|
Number of
Years Credited
Service
|
|
Present Value of
Accumulated Benefit
|
|
Payments
During Last
Fiscal Year
|
|||
Name
|
|
Plan Name
|
|
(#)
|
|
($)
|
|
($)
|
|||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||
H. J. Gallagher (2)
|
|
UGI SERP
|
|
11
|
|
|
15,885
|
|
|
0
|
|
|
|
UGI Utilities Retirement Plan
|
|
11
|
|
|
386,240
|
|
|
0
|
|
T. J. Jastrzebski
|
|
None
|
|
0
|
|
|
0
|
|
|
0
|
|
J. L. Walsh
|
|
UGI SERP
|
|
13
|
|
|
8,916,688
|
|
|
0
|
|
|
|
UGI Utilities Retirement Plan
|
|
13
|
|
|
883,144
|
|
|
0
|
|
M. M. Gaudiosi (1)
|
|
None
|
|
0
|
|
|
0
|
|
|
0
|
|
A. D. Rosback (1)
|
|
None
|
|
0
|
|
|
0
|
|
|
0
|
|
J. E. Sheridan (1)
|
|
None
|
|
0
|
|
|
0
|
|
|
0
|
|
(1)
|
Messrs. Jastrzebski, Rosback and Sheridan and Ms. Gaudiosi do not participate in any defined benefit pension plan.
|
(2)
|
Mr. Gallagher has a vested annual benefit amount under the UGI Utilities, Inc. Retirement Plan based on prior credited service of approximately $37,100. Mr. Gallagher is not currently earning benefits under that plan.
|
|
September 30, 2018
|
September 30, 2017
|
Discount rate for UGI Utilities Retirement Plan for all purposes and for SERP, for pre-commencement calculations
|
4.40% (UGI Utilities Retirement Plan) 4.20% (SERP)
|
4.00% (UGI Utilities Retirement Plan) 3.40% (SERP)
|
SERP lump sum rate
|
2.80% for applicable pre-2004 service; 3.10% for other service
|
2.50% for applicable pre-2004 service; 2.30% for other service
|
Retirement age:
|
62
|
62
|
Postretirement mortality for UGI Utilities Retirement Plan
|
RP-2014 blue collar table, adjusted to 2006 using MP-2014 with rates then decreased by 4.3%; projected forward on a generational basis using Scale BB-2D
|
RP-2014 blue collar table, adjusted to 2006 using MP-2014 with rates then decreased by 4.3%; projected forward on a generational basis using Scale BB-2D
|
Postretirement Mortality for SERP
|
1994 GAR Unisex
|
1994 GAR Unisex
|
Preretirement Mortality
|
none
|
none
|
Termination and disability rates
|
none
|
none
|
Form of payment - qualified plan
|
Single life annuity
|
Single life annuity
|
Form of payment - nonqualified plan
|
Lump sum
|
Lump sum
|
|
|
|
|
Executive
Contributions
in Last Fiscal Year
|
|
Employer
Contributions
in Last Fiscal
Year
|
|
Aggregate
Earnings in Last
Fiscal Year
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance at Last
Fiscal Year
|
|||||
Name
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)(4)
|
|||||
(a)
|
|
Plan Name
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|||||
H. J. Gallagher
|
|
AmeriGas SERP
|
|
0
|
|
|
38,328
|
|
(1)
|
2,500
|
|
|
0
|
|
|
139,523
|
|
T. J. Jastrzebski
|
|
UGI SERP
|
|
0
|
|
|
33,110
|
|
|
0
|
|
|
0
|
|
|
0
|
|
J. L. Walsh
|
|
SSP
|
|
0
|
|
|
49,885
|
|
(2)
|
73,767
|
|
|
0
|
|
|
632,388
|
|
M. M. Gaudiosi
|
|
UGI SERP
|
|
0
|
|
|
73,553
|
|
(3)
|
9,559
|
|
|
0
|
|
|
407,636
|
|
A. D. Rosback
|
|
AmeriGas SERP
|
|
0
|
|
|
45,625
|
|
(1)
|
1,558
|
|
|
0
|
|
|
80,230
|
|
J. E. Sheridan
|
|
AmeriGas SERP
|
|
0
|
|
|
84,380
|
|
(1)
|
35,153
|
|
|
0
|
|
|
981,011
|
|
(1)
|
This amount represents the estimated employer contribution to the named executive officer under the AmeriGas SERP, which is also reported in the Summary Compensation Table
-
Fiscal 2018 in the “All Other Compensation” column.
|
(2)
|
This amount represents the employer contribution to the named executive officer under the SSP which is also reported in the Summary Compensation Table
-
Fiscal 2018 in the “All Other Compensation” column.
|
(3)
|
This amount represents the employer contribution to the named executive officer under the UGI SERP which is also reported in the Summary Compensation Table
-
Fiscal 2018 in the “All Other Compensation” column.
|
(4)
|
The aggregate balances do not include the Company contributions for Fiscal 2018 set forth in column (c) since the Company contributions occur after fiscal year-end.
|
•
|
any person (other than certain persons or entities affiliated with UGI), together with all affiliates and associates of such person, acquires securities representing 20 percent or more of either (i) the then outstanding shares of common stock, or (ii) the combined voting power of UGI’s then outstanding voting securities;
|
•
|
individuals, who at the beginning of any 24-month period constitute the UGI Board of Directors (the “Incumbent Board”) and any new Director whose election by the Board of Directors, or nomination for election by UGI’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;
|
•
|
UGI is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another corporation in a transaction in which former shareholders of UGI do not own more than 50 percent of, respectively, the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation;
|
•
|
the General Partner, Partnership or AmeriGas Propane, L.P. is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another entity in a transaction with respect to which all of the individuals and entities who were owners of the General Partner’s voting securities or of the outstanding units of the Partnership immediately prior to such transaction do not, following such transaction, own more than 50 percent of, respectively, the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation, or if the resulting entity is a partnership, the former unitholders do not own more than 50 percent of the outstanding Common Units in substantially the same proportion as their ownership immediately prior to the transaction;
|
•
|
UGI, the General Partner, the Partnership or the Operating Partnership is liquidated or dissolved;
|
•
|
UGI fails to own more than 50 percent of the general partnership interests of the Partnership or the Operating Partnership;
|
•
|
UGI fails to own more than 50 percent of the outstanding shares of common stock of the General Partner; or
|
•
|
AmeriGas Propane, Inc. is removed as the general partner of the Partnership or the Operating Partnership.
|
•
|
any person (other than certain persons or entities affiliated with UGI), together with all affiliates and associates of such person, acquires securities representing 20 percent or more of either (i) the then outstanding shares of common stock, or (ii) the combined voting power of UGI’s then outstanding voting securities;
|
•
|
individuals, who at the beginning of any 24-month period constitute the UGI Board of Directors (the “Incumbent Board”) and any new Director whose election by the Board of Directors, or nomination for election by UGI’s shareholders, was approved by a vote of at least a majority of the Incumbent Board, cease for any reason to constitute a majority;
|
•
|
UGI is reorganized, merged or consolidated with or into, or sells all or substantially all of its assets to, another corporation in a transaction in which former shareholders of UGI do not own more than 50 percent of, respectively, the outstanding common stock and the combined voting power of the then outstanding voting securities of the surviving or acquiring corporation; or
|
•
|
UGI Corporation is liquidated or dissolved.
|
(1)
|
Amounts shown under “Severance Pay” in the case of involuntary termination without cause are calculated under the terms of the UGI Severance Plan for Messrs. Walsh and Jastrzebski and Ms. Gaudiosi, and the AmeriGas Severance Plan for Messrs. Gallagher and
Rosback
. We assumed that 100 percent of the target annual bonus was paid.
|
(2)
|
Amounts shown under “Severance Pay” in the case of termination following a change in control are calculated under the officer’s change in control agreement.
|
(3)
|
In calculating the amounts shown under “Equity Awards with Accelerated Vesting,” we assumed (i) the continuation of AmeriGas Partners’ distribution (and UGI’s dividend, as applicable) at the rate in effect on September 30, 2018; and (ii) performance at the greater of actual through September 30, 2018 and target levels with respect to performance units.
|
(4)
|
Amounts shown under “Nonqualified Retirement Benefits” are in addition to amounts shown in the “Pension Benefits Table - Fiscal 2018” and “Non-Qualified Deferred Compensation Table - Fiscal 2018.”
|
(5)
|
Amounts shown under “Welfare and Other Benefits” include estimated payments for (i) medical and dental and life
|
|
|
Fees Earned
or Paid
in Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
|
|
All Other
Compensation
|
|
Total
|
|||||||
Name
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
Earnings
|
|
($)
|
|
($)
|
|||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|||||||
B. R. Ford
|
|
112,000
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
186,121
|
|
J. R. Hartmann
|
|
112,000
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
186,121
|
|
F. S. Hermance
|
|
21,832
|
|
|
33,813
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
55,645
|
|
W. J. Marrazzo
|
|
117,000
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
191,121
|
|
A. Pol
|
|
82,500
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
749
|
|
|
0
|
|
|
157,370
|
|
P. A. Ramos
|
|
80,625
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
154,746
|
|
M. O. Schlanger
|
|
91,875
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
165,996
|
|
K. R. Turner
|
|
112,000
|
|
|
74,121
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
186,121
|
|
(1)
|
In Fiscal 2018, the General Partner paid its non-management directors an annual retainer of $75,000 for Board service. It paid an additional annual retainer of $10,000 to members of the Audit Committee, other than the chairperson. The chairperson of the Audit Committee was paid an additional annual retainer of $15,000. The General Partner also paid an additional retainer of $7,500 for the chairperson of the Compensation/Pension and the Corporate Governance Committees and paid its Presiding Director a retainer of $15,000 in Fiscal 2018. The General Partner does not typically pay meeting attendance fees to its directors. During Fiscal 2018, pursuant to the Partnership Agreement, the General Partner’s Audit Committee served as a conflicts committee in evaluating a related party transaction with UGI Corporation. In connection with their service on this conflicts committee, the compensation reflected for each of Messrs. Ford, Hartmann, Marrazzo and Turner includes additional fees of $27,000 during Fiscal 2018 ($1,500 per meeting).
|
(2)
|
All non-employee Directors received 1,550 Phantom Units during Fiscal 2018 as part of their annual compensation, except for Mr. Hermance, who received 775 Phantom Units in connection with his election to the Board on June 15, 2018. The Phantom Units were awarded under the 2010 Plan. Each Phantom Unit represents the right to receive an AmeriGas Partners Common Unit and distribution equivalents when the Director ends his service on the Board. Phantom Units earn distribution equivalents on each record date for the payment of a distribution by the Partnership on its Common Units. Accrued distribution equivalents are converted to additional Phantom Units annually, on the last day of the calendar year, based on the closing price for the Partnership’s Common Units on the last trading day of the year. All Phantom Units and distribution equivalents are fully vested when credited to the Director’s account. Account balances become payable 65 percent in AmeriGas Partners Common Units and 35 percent in cash, based on the value of a Common Unit, upon retirement or termination of service unless otherwise deferred. In the case of a change in control of the Partnership, the Phantom Units and distribution equivalents will be paid in cash based on the fair market value of the Partnership’s Common Units on the date of the change in control. The amounts shown in column (c) above represent the grant date fair value of the awards of Phantom Units. The assumptions used in the calculation of the amounts shown are included in Note 2 and Note 11 to our audited consolidated financial statements for Fiscal 2018. For the number of Phantom Units credited to each Director’s account as of September 30, 2018, see “Securities Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters - Beneficial Ownership of Partnership Common Units by the Directors and Named Executive Officers of the General Partner.”
|
Annual total compensation of our CEO for Fiscal 2018
|
$
|
2,399,888
|
|
Annual total compensation of our median employee for Fiscal 2018
|
$
|
44,183
|
|
Ratio of annual total compensation of our CEO to the annual total compensation of our median employee for Fiscal 2018
|
|
54 to 1
|
|
1.
|
We determined that, as of July 1, 2018, our employee population consisted of approximately 7,800 active employees (including part-time and temporary employees).
|
2.
|
To identify the “median employee,” we selected Target Total Cash Compensation (base salary equivalent and overtime, plus incentive compensation and commissions) as our consistently applied compensation measure.
|
3.
|
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for Fiscal 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
|
4.
|
With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total column (column (j))” of our FY 2018 Summary Compensation Table included in this Proxy Statement.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS
|
Title of Class
|
|
Name (1) and Address (2) of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership of Partnership Units
|
Percent of Class
|
Common Units
|
|
AmeriGas Propane, Inc.
|
|
23,756,882
|
26%
|
(1)
|
AmeriGas Propane, Inc. is a wholly-owned subsidiary of AmeriGas, Inc. and AmeriGas, Inc. is a wholly-owned subsidiary of UGI Corporation. By virtue of these relationships, AmeriGas, Inc. and UGI Corporation are also beneficial owners of the Partnership Common Units set forth in the above table.
|
(2)
|
The address of each of AmeriGas Propane, Inc. and UGI Corporation is 460 North Gulph Road, King of Prussia, PA 19406. The address of AmeriGas, Inc. is 2525 N. 12th Street, Suite 360, Reading, PA 19612.
|
Name of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership of Partnership Common Units (1)
|
|
Number of AmeriGas Partners Phantom Units (8)
|
||
H. J. Gallagher
|
|
14,594
|
|
|
0
|
|
T. J. Jastrzebski
|
|
0
|
|
|
0
|
|
J. L. Walsh
|
|
12,000
|
|
(2)
|
0
|
|
M. M. Gaudiosi
|
|
0
|
|
|
0
|
|
A. D. Rosback
|
|
2,984
|
|
|
0
|
|
J. E. Sheridan
|
|
53,433
|
|
(3)
|
0
|
|
B. R. Ford
|
|
2,300
|
|
(4)
|
8,173
|
|
J. R. Hartmann
|
|
0
|
|
|
4,463
|
|
F. S. Hermance
|
|
0
|
|
|
775
|
|
W. J. Marrazzo
|
|
1,000
|
|
(5)
|
12,073
|
|
A. Pol
|
|
0
|
|
|
9,532
|
|
P. A. Ramos
|
|
0
|
|
|
5,076
|
|
M. O. Schlanger
|
|
1,000
|
|
(6)
|
12,703
|
|
K. R. Turner
|
|
6,500
|
|
(7)
|
10,422
|
|
Directors and executive officers as a group (17 persons)
|
|
100,918
|
|
|
64,317
|
|
(1)
|
Sole voting and investment power unless otherwise specified.
|
(2)
|
Mr. Walsh’s Units are held jointly with his spouse.
|
(3)
|
Mr. Sheridan holds 51,327 Units jointly with his spouse.
|
(4)
|
Mr. Ford’s Units are held in the following manner: (i) 700 Units are held jointly with his spouse; (ii) 50 Units are held jointly with Colleen Ford; (iii) 50 Units are held jointly with Kevin Ford; and (iv) 50 Units are held jointly with Brandon Ford. 600 Units are also owned by Mr. Ford’s spouse.
|
(5)
|
Mr. Marrazzo’s Units are held jointly with his spouse.
|
(6)
|
The Units shown are owned by Mr. Schlanger’s spouse. Mr. Schlanger disclaims beneficial ownership of his spouse’s Units.
|
(7)
|
The Turner Family Partnership holds 1,000 of Mr. Turner’s Units and Mr. Turner disclaims beneficial ownership of these Units, except to the extent of his interest as the general partner of the Turner Family Partnership.
|
(8)
|
The 2010 Plan provides that Phantom Units will be converted to AmeriGas Partners Common Units and paid out to Directors upon termination of service.
|
Plan category
|
|
(a)
Number of securities to
be issued upon exercise
of outstanding options, warrants and rights
|
|
(b)
Weighted average
exercise price of
outstanding options, warrants and rights
|
|
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities reflected in column (a))
|
|
Equity compensation plans approved by security holders
|
|
236,762
|
|
|
|
|
2,242,468
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
Total
|
|
236,762
|
|
|
|
|
|
(1)
|
Securities are issued under the 2010 Plan. The 2010 Plan was approved by security holders on July 30, 2010.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
2018
|
2017
|
||||
Audit Fees (1)
|
$
|
1,734,939
|
|
$
|
1,646,133
|
|
Audit-Related Fees (2)
|
148,400
|
|
179,090
|
|
||
Tax Fees (3)
|
-
|
|
$
|
1,931
|
|
|
All Other Fees (4)
|
41,334
|
|
107,472
|
|
||
Total Fees for Services Provided
|
$
|
1,924,673
|
|
$
|
1,934,626
|
|
(1)
|
Audit Fees for Fiscal 2018 and Fiscal 2017 were for audit services, including (i) the annual audit of the consolidated financial statements of the Partnership, (ii) review of the interim financial statements included in the Quarterly Reports on Form 10-Q of the Partnership, and (iii) services that only the independent registered public accounting firm can reasonably be expected to provide, such as services associated with SEC registration statements and documents issued in connection with securities offerings.
|
(2)
|
Audit-Related Fees for Fiscal 2018 and Fiscal 2017 relate to audits of subsidiary financial statements, debt compliance letters, and pre-system implementation reviews.
|
(3)
|
Tax Fees for Fiscal 2017 were for tax compliance or advisory services at the Partnership.
|
(4)
|
All Other Fees for Fiscal 2017 were for services provided for the implementation of ASC 606.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Incorporation by Reference
|
||||
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
2.1
|
Merger and Contribution Agreement among AmeriGas Partners, L.P., AmeriGas Propane, L.P., New AmeriGas Propane, Inc., AmeriGas Propane, Inc., AmeriGas Propane-2, Inc., Cal Gas Corporation of America, Propane Transport, Inc. and NORCO Transportation Company.
|
AmeriGas Partners, L.P.
|
Registration Statement on Form S-4 (No. 33-92734)
|
10.21
|
2.2
|
Conveyance and Contribution Agreement among AmeriGas Partners, L.P., AmeriGas Propane, L.P. and Petrolane Incorporated.
|
AmeriGas Partners, L.P.
|
Registration Statement on Form S-4 (No. 33-92734)
|
10.22
|
3.1
|
AmeriGas Partners, L.P.
|
Form 10-Q (6/30/09)
|
3.1
|
|
3.2
|
AmeriGas
Partners, L.P.
|
Form 8-K
(3/14/12)
|
3.1
|
|
3.3
|
AmeriGas Partners, L.P.
|
Form 8-K
(7/27/15)
|
3.1
|
Incorporation by Reference
|
||||
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
3.4
|
AmeriGas Partners, L.P.
|
Form 10-K (9/30/04)
|
3.1(a)
|
|
3.5
|
AmeriGas Partners, L.P.
|
Form 8-K (7/24/17)
|
3.1
|
|
4.1
|
Instruments defining the rights of security holders, including indentures. (The Partnership agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K).
|
|
|
|
4.2
|
AmeriGas
Partners, L.P.
|
Form 8-K
(1/12/12)
|
4.1
|
|
4.3
|
AmeriGas Partners, L.P.
|
Form 8-K
(1/12/12)
|
4.2
|
|
4.4
|
AmeriGas Partners, L.P.
|
Form 8-K
(6/27/16)
|
4.1
|
|
4.5
|
AmeriGas Partners, L.P.
|
Form 8-K
(6/27/16)
|
4.2
|
|
4.6
|
AmeriGas Partners, L.P.
|
Form 8-K
(12/28/16)
|
4.1
|
|
4.7
|
AmeriGas Partners, L.P.
|
Form 8-K (2/13/17)
|
4.1
|
|
10.1**
|
UGI
|
Form 10-K
(9/30/16)
|
10.25
|
|
10.2**
|
UGI
|
Form 10-K (9/30/16)
|
10.26
|
|
10.3**
|
UGI
|
Form 10-Q (6/30/17)
|
10.7
|
|
10.4**
|
UGI
|
Form 10-K
(9/30/17)
|
10.31
|
|
10.5**
|
UGI
|
Form 10-Q (3/31/13)
|
10.14
|
|
10.6**
|
AmeriGas Partners, L.P.
|
Form 8-K (7/30/10)
|
10.2
|
|
10.7**
|
AmeriGas Partners, L.P.
|
Form 10-Q (6/30/17)
|
10.4
|
|
10.8**
|
AmeriGas Partners, L.P.
|
Form 10-K
(9/30/17)
|
10.9
|
|
10.9**
|
AmeriGas Partners, L.P.
|
Form 10-Q (3/31/13)
|
10.9
|
|
10.10**
|
UGI
|
Form 10-K
(9/30/16)
|
10.30
|
Incorporation by Reference
|
||||
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
10.11**
|
UGI
|
Form 10-K
(9/30/16)
|
10.31
|
|
10.12**
|
UGI
|
Form 10-K
(9/30/17)
|
10.26
|
|
10.13**
|
UGI
|
Form 10-Q
(6/30/17)
|
10.1
|
|
10.14**
|
UGI
|
Form 10-Q
(6/30/17)
|
10.6
|
|
10.15**
|
AmeriGas Partners, L.P.
|
Form 10-Q (3/31/14)
|
10.4
|
|
10.16**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(6/30/2017)
|
10.1
|
|
10.17**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.1
|
|
10.18**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.2
|
|
10.19**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.3
|
|
10.20**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.4
|
|
10.21**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.5
|
|
10.22**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.6
|
|
10.23**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/18)
|
10.7
|
|
*10.24**
|
|
|
|
|
*10.25**
|
|
|
|
|
*10.26**
|
|
|
|
|
10.27**
|
UGI
|
Form 10-Q (6/30/08)
|
10.3
|
|
10.28**
|
UGI
|
Form 10-Q (6/30/12)
|
10.1
|
|
10.29**
|
AmeriGas Partners, L.P.
|
Form 10-Q
(3/31/12)
|
10.6
|
Incorporation by Reference
|
||||
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
10.30**
|
AmeriGas Partners, L.P.
|
Form 10-K (9/30/13)
|
10.39
|
|
10.31**
|
|
AmeriGas Partners, L.P.
|
Form 10-K
(9/30/09)
|
10.29
|
10.32**
|
AmeriGas Partners, L.P.
|
Form 10-Q (12/31/16)
|
10.1
|
|
10.33
|
UGI
|
Form 10-K (9/30/10)
|
10.37
|
|
10.34
|
AmeriGas Partners, L.P.
|
Form 10-K (9/30/15)
|
10.40
|
|
10.35
|
AmeriGas Partners, L.P.
|
Form 10-Q (12/31/10)
|
10.1
|
|
10.36
|
AmeriGas Partners, L.P.
|
Form 8-K (6/18/14)
|
10.1
|
|
10.37
|
AmeriGas Partners, L.P.
|
Form 8-K
(6/20/16)
|
10.2
|
|
10.38
|
AmeriGas
Partners, L.P.
|
Form 8-K
(11/7/17)
|
10.1
|
|
10.39
|
AmeriGas Partners, L.P.
|
Form 8-K
(12/15/17)
|
10.1
|
|
14
|
UGI
|
Form 10-K (9/30/03)
|
14
|
|
*21
|
|
|
|
|
*23
|
|
|
|
|
*31.1
|
|
|
|
|
*31.2
|
|
|
|
Incorporation by Reference
|
||||
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
*32
|
|
|
|
|
*99.1
|
|
|
|
|
*101.INS
|
XBRL Instance
|
|
|
|
*101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
*101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
*101.LAB
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
*
|
Filed herewith.
|
**
|
As required by Item 15(a)(3), this exhibit is identified as a compensatory plan or arrangement.
|
***
|
Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment under the Securities Exchange Act of 1934, as amended.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
Exhibit No.
|
|
Description
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32
|
|
|
|
|
|
99.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
AMERIGAS PARTNERS, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
AmeriGas Propane, Inc.,
|
|
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
|
|
Date:
|
November 20, 2018
|
By:
|
/s/ Ted J. Jastrzebski
|
|
|
|
|
|
Ted J. Jastrzebski
|
|
|
|
|
|
Principal Financial Officer
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Hugh J. Gallagher
|
|
President and Chief Executive Officer
|
Hugh J. Gallagher
|
|
(Principal Executive Officer) and Director
|
|
|
|
/s/ Ted J. Jastrzebski
|
|
Principal Financial Officer
|
Ted J. Jastrzebski
|
|
|
|
|
|
/s/ Laurie A. Bergman
|
|
Controller and Chief Accounting Officer
|
Laurie A. Bergman
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ John L. Walsh
|
|
Chairman and Director
|
John L. Walsh
|
|
|
|
|
|
/s/ Brian R. Ford
|
|
Director
|
Brian R. Ford
|
|
|
|
|
|
/s/ John R. Hartmann
|
|
Director
|
John R. Hartmann
|
|
|
|
|
|
/s/ Frank S. Hermance
|
|
Director
|
Frank S. Hermance
|
|
|
|
|
|
/s/ William J. Marrazzo
|
|
Director
|
William J. Marrazzo
|
|
|
|
|
|
/s/ Roger Perreault
|
|
Director
|
Roger Perreault
|
|
|
|
|
|
/s/ Anne Pol
|
|
Director
|
Anne Pol
|
|
|
|
|
|
/s/ Pedro A. Ramos
|
|
Director
|
Pedro A. Ramos
|
|
|
|
|
|
/s/ Marvin O. Schlanger
|
|
Director
|
Marvin O. Schlanger
|
|
|
|
|
|
/s/ K. Richard Turner
|
|
Director
|
K. Richard Turner
|
|
|
Pages
|
|
|
Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statements Schedules:
|
|
|
|
For the years ended September 30, 2018, 2017 and 2016:
|
|
|
|
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,878
|
|
|
$
|
7,316
|
|
Accounts receivable (less allowances for doubtful accounts of $12,825 and $11,820, respectively)
|
206,576
|
|
|
197,776
|
|
||
Accounts receivable — related parties
|
3,248
|
|
|
3,665
|
|
||
Inventories
|
130,527
|
|
|
116,679
|
|
||
Derivative instruments
|
38,661
|
|
|
30,483
|
|
||
Prepaid expenses
|
27,981
|
|
|
25,605
|
|
||
Other current assets
|
38,020
|
|
|
32,250
|
|
||
Total current assets
|
451,891
|
|
|
413,774
|
|
||
Property, plant and equipment (less accumulated depreciation of $1,151,726 and $1,511,890, respectively)
|
1,148,383
|
|
|
1,206,710
|
|
||
Goodwill
|
2,003,671
|
|
|
2,002,010
|
|
||
Intangible assets
|
279,608
|
|
|
390,040
|
|
||
Derivative instruments
|
6,347
|
|
|
1,320
|
|
||
Other assets
|
35,918
|
|
|
45,407
|
|
||
Total assets
|
$
|
3,925,818
|
|
|
$
|
4,059,261
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
8,626
|
|
|
$
|
8,447
|
|
Short-term borrowings
|
232,000
|
|
|
140,000
|
|
||
Accounts payable — trade
|
137,050
|
|
|
119,686
|
|
||
Accounts payable — related parties
|
1,482
|
|
|
304
|
|
||
Employee compensation and benefits accrued
|
56,557
|
|
|
45,926
|
|
||
Interest accrued
|
44,574
|
|
|
44,135
|
|
||
Customer deposits and advances
|
91,829
|
|
|
109,453
|
|
||
Other current liabilities
|
105,910
|
|
|
113,581
|
|
||
Total current liabilities
|
678,028
|
|
|
581,532
|
|
||
Long-term debt
|
2,561,007
|
|
|
2,563,832
|
|
||
Other noncurrent liabilities
|
117,115
|
|
|
130,826
|
|
||
Total liabilities
|
3,356,150
|
|
|
3,276,190
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Partners’ capital:
|
|
|
|
||||
AmeriGas Partners, L.P. partners’ capital:
|
|
|
|
||||
Common unitholders (units issued — 92,977,072 and 92,958,586, respectively)
|
523,925
|
|
|
733,104
|
|
||
General partner
|
12,682
|
|
|
14,795
|
|
||
Total AmeriGas Partners, L.P. partners’ capital
|
536,607
|
|
|
747,899
|
|
||
Noncontrolling interest
|
33,061
|
|
|
35,172
|
|
||
Total partners’ capital
|
569,668
|
|
|
783,071
|
|
||
Total liabilities and partners’ capital
|
$
|
3,925,818
|
|
|
$
|
4,059,261
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Propane
|
$
|
2,545,794
|
|
|
$
|
2,183,538
|
|
|
$
|
2,053,160
|
|
Other
|
277,184
|
|
|
269,957
|
|
|
258,657
|
|
|||
|
2,822,978
|
|
|
2,453,495
|
|
|
2,311,817
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales — propane (excluding depreciation and amortization shown below)
|
1,215,616
|
|
|
891,261
|
|
|
719,842
|
|
|||
Cost of sales — other (excluding depreciation and amortization shown below)
|
86,576
|
|
|
80,611
|
|
|
78,857
|
|
|||
Operating and administrative expenses
|
923,064
|
|
|
915,133
|
|
|
928,786
|
|
|||
Impairment of tradenames and trademarks
|
75,000
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
185,753
|
|
|
190,505
|
|
|
189,980
|
|
|||
Other operating income, net
|
(24,373
|
)
|
|
(11,873
|
)
|
|
(28,252
|
)
|
|||
|
2,461,636
|
|
|
2,065,637
|
|
|
1,889,213
|
|
|||
Operating income
|
361,342
|
|
|
387,858
|
|
|
422,604
|
|
|||
Loss on extinguishments of debt
|
—
|
|
|
(59,729
|
)
|
|
(48,889
|
)
|
|||
Interest expense
|
(163,125
|
)
|
|
(160,226
|
)
|
|
(164,095
|
)
|
|||
Income before income taxes
|
198,217
|
|
|
167,903
|
|
|
209,620
|
|
|||
Income tax (expense) benefit
|
(4,215
|
)
|
|
(2,034
|
)
|
|
1,573
|
|
|||
Net income including noncontrolling interest
|
194,002
|
|
|
165,869
|
|
|
211,193
|
|
|||
Deduct net income attributable to noncontrolling interest
|
(3,480
|
)
|
|
(3,810
|
)
|
|
(4,209
|
)
|
|||
Net income attributable to AmeriGas Partners, L.P.
|
$
|
190,522
|
|
|
$
|
162,059
|
|
|
$
|
206,984
|
|
General partner’s interest in net income attributable to AmeriGas Partners, L.P.
|
$
|
47,226
|
|
|
$
|
45,146
|
|
|
$
|
40,227
|
|
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.
|
$
|
143,296
|
|
|
$
|
116,913
|
|
|
$
|
166,757
|
|
Income per limited partner unit (Note 2):
|
|
|
|
|
|
||||||
Basic
|
$
|
1.54
|
|
|
$
|
1.25
|
|
|
$
|
1.77
|
|
Diluted
|
$
|
1.54
|
|
|
$
|
1.25
|
|
|
$
|
1.77
|
|
Weighted-average limited partner units outstanding (thousands):
|
|
|
|
|
|
||||||
Basic
|
93,034
|
|
|
92,996
|
|
|
92,949
|
|
|||
Diluted
|
93,086
|
|
|
93,050
|
|
|
93,023
|
|
|
Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income including noncontrolling interest
|
$
|
194,002
|
|
|
$
|
165,869
|
|
|
$
|
211,193
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
185,753
|
|
|
190,505
|
|
|
189,980
|
|
|||
Provision for uncollectible accounts
|
14,016
|
|
|
17,693
|
|
|
11,215
|
|
|||
Loss on extinguishments of debt
|
—
|
|
|
59,729
|
|
|
48,889
|
|
|||
Change in unrealized gains and losses on derivative instruments
|
(12,473
|
)
|
|
(31,062
|
)
|
|
(66,079
|
)
|
|||
Impairment of tradenames and trademarks
|
75,000
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(1,110
|
)
|
|
23,350
|
|
|
2,112
|
|
|||
Net change in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(22,849
|
)
|
|
(35,132
|
)
|
|
3,963
|
|
|||
Inventories
|
(13,783
|
)
|
|
(37,398
|
)
|
|
15,478
|
|
|||
Accounts payable
|
18,573
|
|
|
26,325
|
|
|
(5,267
|
)
|
|||
Other current assets
|
(393
|
)
|
|
(8,661
|
)
|
|
3,895
|
|
|||
Other current liabilities
|
(26,467
|
)
|
|
(14,436
|
)
|
|
7,564
|
|
|||
Net cash provided by operating activities
|
410,269
|
|
|
356,782
|
|
|
422,943
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(101,277
|
)
|
|
(98,164
|
)
|
|
(101,693
|
)
|
|||
Proceeds from disposals of assets
|
27,180
|
|
|
19,935
|
|
|
14,636
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(10,090
|
)
|
|
(36,824
|
)
|
|
(37,560
|
)
|
|||
Net cash used by investing activities
|
(84,187
|
)
|
|
(115,053
|
)
|
|
(124,617
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Distributions
|
(402,645
|
)
|
|
(398,877
|
)
|
|
(387,659
|
)
|
|||
Noncontrolling interest activity
|
(5,591
|
)
|
|
(3,626
|
)
|
|
(5,378
|
)
|
|||
Increase (decrease) in short-term borrowings
|
92,000
|
|
|
(13,200
|
)
|
|
85,100
|
|
|||
Issuance of long-term debt, net of issuance costs
|
—
|
|
|
1,207,727
|
|
|
1,331,293
|
|
|||
Repayment of long-term debt, including redemption premiums
|
(9,054
|
)
|
|
(1,043,744
|
)
|
|
(1,321,750
|
)
|
|||
Proceeds associated with equity based compensation plans, net of tax withheld
|
801
|
|
|
1,465
|
|
|
1,127
|
|
|||
Capital contributions from General Partner
|
8
|
|
|
15
|
|
|
11
|
|
|||
Other
|
(2,039
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by financing activities
|
(326,520
|
)
|
|
(250,240
|
)
|
|
(297,256
|
)
|
|||
Cash and cash equivalents (decrease) increase
|
$
|
(438
|
)
|
|
$
|
(8,511
|
)
|
|
$
|
1,070
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
||||||
End of year
|
$
|
6,878
|
|
|
$
|
7,316
|
|
|
$
|
15,827
|
|
Beginning of year
|
7,316
|
|
|
15,827
|
|
|
14,757
|
|
|||
(Decrease) increase
|
$
|
(438
|
)
|
|
$
|
(8,511
|
)
|
|
$
|
1,070
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
158,421
|
|
|
$
|
152,165
|
|
|
$
|
167,460
|
|
|
Number of
Common Units
|
|
Common unitholders
|
|
General
partner
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
Interest
|
|
Total
partners’
capital
|
|||||||||||
Balance September 30, 2015
|
92,889,980
|
|
|
$
|
1,145,291
|
|
|
$
|
18,925
|
|
|
$
|
1,164,216
|
|
|
$
|
36,157
|
|
|
$
|
1,200,373
|
|
Net income including noncontrolling interest
|
|
|
166,757
|
|
|
40,227
|
|
|
206,984
|
|
|
4,209
|
|
|
211,193
|
|
||||||
Distributions
|
|
|
(345,644
|
)
|
|
(42,015
|
)
|
|
(387,659
|
)
|
|
(5,417
|
)
|
|
(393,076
|
)
|
||||||
Unit-based compensation expense
|
|
|
1,242
|
|
|
|
|
1,242
|
|
|
|
|
1,242
|
|
||||||||
General Partner contribution to AmeriGas Propane, L.P.
|
|
|
|
|
|
|
—
|
|
|
39
|
|
|
39
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
33,430
|
|
|
(573
|
)
|
|
11
|
|
|
(562
|
)
|
|
|
|
(562
|
)
|
||||||
Balance September 30, 2016
|
92,923,410
|
|
|
967,073
|
|
|
17,148
|
|
|
984,221
|
|
|
34,988
|
|
|
1,019,209
|
|
|||||
Net income including noncontrolling interest
|
|
|
116,913
|
|
|
45,146
|
|
|
162,059
|
|
|
3,810
|
|
|
165,869
|
|
||||||
Distributions
|
|
|
(351,363
|
)
|
|
(47,514
|
)
|
|
(398,877
|
)
|
|
(5,228
|
)
|
|
(404,105
|
)
|
||||||
Unit-based compensation expense
|
|
|
1,237
|
|
|
|
|
1,237
|
|
|
|
|
1,237
|
|
||||||||
General Partner contribution to AmeriGas Propane, L.P.
|
|
|
|
|
|
|
—
|
|
|
1,602
|
|
|
1,602
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
35,176
|
|
|
(756
|
)
|
|
15
|
|
|
(741
|
)
|
|
|
|
|
(741
|
)
|
|||||
Balance September 30, 2017
|
92,958,586
|
|
|
733,104
|
|
|
14,795
|
|
|
747,899
|
|
|
35,172
|
|
|
783,071
|
|
|||||
Net income including noncontrolling interest
|
|
|
143,296
|
|
|
47,226
|
|
|
190,522
|
|
|
3,480
|
|
|
194,002
|
|
||||||
Distributions
|
|
|
(353,298
|
)
|
|
(49,347
|
)
|
|
(402,645
|
)
|
|
(5,591
|
)
|
|
(408,236
|
)
|
||||||
Unit-based compensation expense
|
|
|
1,273
|
|
|
|
|
1,273
|
|
|
|
|
1,273
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
18,486
|
|
|
(450
|
)
|
|
8
|
|
|
(442
|
)
|
|
|
|
(442
|
)
|
||||||
Balance September 30, 2018
|
92,977,072
|
|
|
$
|
523,925
|
|
|
$
|
12,682
|
|
|
$
|
536,607
|
|
|
$
|
33,061
|
|
|
$
|
569,668
|
|
•
|
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
•
|
Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.
|
•
|
Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
Asset Type
|
|
Minimum Estimated Useful Life
(in years)
|
|
Maximum Estimated Useful Life
(in years)
|
Buildings and improvements
|
|
15
|
|
40
|
Storage, customer tanks and cylinders and related assets
|
|
6
|
|
30
|
Vehicles, equipment and office furniture and fixtures
|
|
3
|
|
10
|
Computer software
|
|
3
|
|
10
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to AmeriGas Partners, L.P.
|
$
|
190,522
|
|
|
$
|
162,059
|
|
|
$
|
206,984
|
|
Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
|
(47,233
|
)
|
|
(46,054
|
)
|
|
(42,024
|
)
|
|||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
|
$
|
143,289
|
|
|
$
|
116,005
|
|
|
$
|
164,960
|
|
|
|
|
|
|
|
||||||
Weighted average Common Units outstanding — basic (thousands)
|
93,034
|
|
|
92,996
|
|
|
92,949
|
|
|||
Potentially dilutive Common Units (thousands)
|
52
|
|
|
54
|
|
|
74
|
|
|||
Weighted average Common Units outstanding — diluted (thousands)
|
93,086
|
|
|
93,050
|
|
|
93,023
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net current assets (liabilities)
|
$
|
926
|
|
|
$
|
1,176
|
|
|
$
|
(162
|
)
|
Property, plant and equipment
|
2,987
|
|
|
6,712
|
|
|
9,322
|
|
|||
Goodwill
|
4,528
|
|
|
23,029
|
|
|
24,213
|
|
|||
Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively)
|
4,344
|
|
|
16,714
|
|
|
16,006
|
|
|||
Other assets
|
—
|
|
|
41
|
|
|
—
|
|
|||
Total
|
$
|
12,785
|
|
|
$
|
47,672
|
|
|
$
|
49,379
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
1st Quarter
|
$
|
0.95
|
|
|
$
|
0.94
|
|
|
$
|
0.92
|
|
2nd Quarter
|
$
|
0.95
|
|
|
$
|
0.94
|
|
|
$
|
0.92
|
|
3rd Quarter
|
$
|
0.95
|
|
|
$
|
0.95
|
|
|
$
|
0.94
|
|
4th Quarter
|
$
|
0.95
|
|
|
$
|
0.95
|
|
|
$
|
0.94
|
|
|
2018
|
|
2017
|
||||
AmeriGas Partners Senior Notes:
|
|
|
|
||||
5.50% due May 2025 (a)
|
$
|
700,000
|
|
|
$
|
700,000
|
|
5.875% due August 2026 (a)
|
675,000
|
|
|
675,000
|
|
||
5.75% due May 2027 (a)
|
525,000
|
|
|
525,000
|
|
||
5.625% due May 2024 (a)
|
675,000
|
|
|
675,000
|
|
||
Heritage Operating, L.P. (“HOLP”) Senior Secured Notes
|
7,516
|
|
|
11,348
|
|
||
Other
|
14,615
|
|
|
17,262
|
|
||
Total long-term debt
|
2,597,131
|
|
|
2,603,610
|
|
||
Less: unamortized debt issuance costs
|
(27,498
|
)
|
|
(31,331
|
)
|
||
Less: current maturities
|
(8,626
|
)
|
|
(8,447
|
)
|
||
Total long-term debt due after one year
|
$
|
2,561,007
|
|
|
$
|
2,563,832
|
|
(a)
|
AmeriGas Partners and AmeriGas Finance Corp. co-issued these senior notes.
|
|
2017
|
|
2016
|
||||
Early redemption premiums
|
$
|
51,253
|
|
|
$
|
39,569
|
|
Write-off of unamortized debt issuance costs
|
8,476
|
|
|
9,320
|
|
||
Loss on extinguishments of debt
|
$
|
59,729
|
|
|
$
|
48,889
|
|
|
2018
|
|
2017
|
||||
Propane gas
|
$
|
114,005
|
|
|
$
|
99,035
|
|
Materials, supplies and other
|
10,546
|
|
|
11,899
|
|
||
Appliances for sale
|
5,976
|
|
|
5,745
|
|
||
Total inventories
|
$
|
130,527
|
|
|
$
|
116,679
|
|
|
2018
|
|
2017
|
||||
Land
|
$
|
135,809
|
|
|
$
|
135,965
|
|
Buildings and improvements
|
197,148
|
|
|
196,798
|
|
||
Transportation equipment
|
214,526
|
|
|
250,493
|
|
||
Storage facilities
|
212,686
|
|
|
268,415
|
|
||
Equipment, primarily cylinders and tanks
|
1,330,049
|
|
|
1,612,375
|
|
||
Work in process
|
27,859
|
|
|
19,517
|
|
||
Other
|
182,032
|
|
|
235,037
|
|
||
Gross property, plant and equipment
|
2,300,109
|
|
|
2,718,600
|
|
||
Less accumulated depreciation
|
(1,151,726
|
)
|
|
(1,511,890
|
)
|
||
Net property, plant and equipment
|
$
|
1,148,383
|
|
|
$
|
1,206,710
|
|
Balance September 30, 2016
|
$
|
1,978,981
|
|
Acquisitions
|
23,029
|
|
|
Balance September 30, 2017
|
2,002,010
|
|
|
Acquisitions
|
4,528
|
|
|
Dispositions
|
(2,867
|
)
|
|
Balance September 30, 2018
|
$
|
2,003,671
|
|
|
2018
|
|
2017
|
||||
Customer relationships and noncompete agreements (subject to amortization)
|
$
|
497,373
|
|
|
$
|
497,385
|
|
Trademarks and tradenames (subject to amortization)
|
7,944
|
|
|
—
|
|
||
Trademarks and tradenames (not subject to amortization)
|
—
|
|
|
82,944
|
|
||
Gross carrying amount
|
505,317
|
|
|
580,329
|
|
||
Accumulated amortization
|
(225,709
|
)
|
|
(190,289
|
)
|
||
Intangible assets, net
|
$
|
279,608
|
|
|
$
|
390,040
|
|
|
Common
Units
|
|
Weighted-Average
Grant-Date
Fair Value
(per Unit)
|
|||
Total Units at September 30, 2017 (a)
|
218,224
|
|
|
$
|
50.03
|
|
AmeriGas Performance Units:
|
|
|
|
|||
Granted
|
55,550
|
|
|
$
|
52.14
|
|
Forfeited
|
(1,900
|
)
|
|
$
|
56.70
|
|
Awards paid
|
(18,874
|
)
|
|
$
|
86.53
|
|
Performance criteria not met
|
(37,099
|
)
|
|
$
|
51.93
|
|
AmeriGas Stock Units:
|
|
|
|
|||
Granted
|
29,261
|
|
|
$
|
46.09
|
|
Forfeited
|
(400
|
)
|
|
$
|
45.66
|
|
Awards paid
|
(8,000
|
)
|
|
$
|
45.62
|
|
Total Units at September 30, 2018 (a)
|
236,762
|
|
|
$
|
47.12
|
|
(a)
|
Total units includes AmeriGas Stock Units issued to non-employee directors, which vest on the grant date, and AmeriGas Performance Units and AmeriGas Stock Units issued to retirement-eligible employees that vest on an accelerated basis. Total vested restricted units at
September 30, 2018
and
September 30, 2017
were
71,148
and
65,989
, respectively.
|
|
2018
|
|
2017
|
|
2016
|
||||||
AmeriGas Performance Unit awards:
|
|
|
|
|
|
||||||
Number of Common Units subject to original Awards granted, net of forfeitures
|
65,525
|
|
|
53,800
|
|
|
44,800
|
|
|||
Performance periods beginning in fiscal years:
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Payment of awards:
|
|
|
|
|
|
||||||
AmeriGas Partners Common Units issued, net of units withheld for taxes
|
13,164
|
|
|
29,489
|
|
|
23,017
|
|
|||
Cash paid
|
$
|
1,227
|
|
|
$
|
2,928
|
|
|
$
|
1,718
|
|
AmeriGas Stock Unit awards:
|
|
|
|
|
|
||||||
Number of Common Units subject to original Awards granted, net of forfeitures
|
14,811
|
|
|
32,658
|
|
|
20,336
|
|
|||
Payment of awards:
|
|
|
|
|
|
||||||
AmeriGas Partners Common Units issued, net of units withheld for taxes
|
5,322
|
|
|
3,932
|
|
|
9,272
|
|
|||
Cash paid
|
$
|
131
|
|
|
$
|
95
|
|
|
$
|
370
|
|
Year Ending September 30,
|
|
||
2019
|
$
|
74,748
|
|
2020
|
68,350
|
|
|
2021
|
60,713
|
|
|
2022
|
52,771
|
|
|
2023
|
45,816
|
|
|
Thereafter
|
105,502
|
|
|
Total minimum operating lease payments
|
$
|
407,900
|
|
|
2018
|
|
2017
|
||||
Litigation, property and casualty liabilities
|
$
|
56,860
|
|
|
$
|
65,071
|
|
Taxes other than income taxes
|
11,945
|
|
|
12,207
|
|
||
Deferred tank rent revenue
|
16,336
|
|
|
16,533
|
|
||
Other
|
20,769
|
|
|
19,770
|
|
||
Total other current liabilities
|
$
|
105,910
|
|
|
$
|
113,581
|
|
|
Asset (Liability)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
September 30, 2018:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
52,529
|
|
|
$
|
—
|
|
|
$
|
52,529
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
(251
|
)
|
|
$
|
—
|
|
|
$
|
(251
|
)
|
September 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
40,714
|
|
|
$
|
—
|
|
|
$
|
40,714
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
(920
|
)
|
|
$
|
—
|
|
|
$
|
(920
|
)
|
|
2018
|
|
2017
|
||||
Carrying amount
|
$
|
2,597,131
|
|
|
$
|
2,603,610
|
|
Estimated fair value
|
$
|
2,562,206
|
|
|
$
|
2,699,428
|
|
|
2018
|
|
2017
|
||||
Derivative assets:
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Commodity contracts
|
$
|
52,529
|
|
|
$
|
40,714
|
|
Total derivative assets — gross
|
52,529
|
|
|
40,714
|
|
||
Gross amounts offset in the balance sheet
|
(251
|
)
|
|
(920
|
)
|
||
Cash collateral received
|
(7,270
|
)
|
|
(7,991
|
)
|
||
Total derivative assets — net
|
$
|
45,008
|
|
|
$
|
31,803
|
|
Derivative liabilities:
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Commodity contracts
|
$
|
(251
|
)
|
|
$
|
(920
|
)
|
Total derivative liabilities — gross
|
(251
|
)
|
|
(920
|
)
|
||
Gross amounts offset in the balance sheet
|
251
|
|
|
920
|
|
||
Total derivative liabilities — net
|
$
|
—
|
|
|
$
|
—
|
|
|
Gain
|
|
Location of Gain
Recognized in Income
|
||||||||||||
|
Recognized in Income
|
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
$
|
62,316
|
|
|
$
|
65,644
|
|
|
$
|
2,567
|
|
|
Cost of sales — propane
|
|
2018
|
|
2017
|
|
2016
|
||||||
Finance charges
|
$
|
16,379
|
|
|
$
|
11,805
|
|
|
$
|
15,201
|
|
Gains (losses) on sales of fixed assets (a)
|
5,236
|
|
|
(2,197
|
)
|
|
8,062
|
|
|||
Other
|
2,758
|
|
|
2,265
|
|
|
4,989
|
|
|||
Total other operating income, net
|
$
|
24,373
|
|
|
$
|
11,873
|
|
|
$
|
28,252
|
|
(a)
|
Fiscal 2017 amount includes a loss of
$8,847
from correction of error (see Note 2).
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016 (c)
|
|
2018
|
|
2017 (c)
|
|
2018 (a)
|
|
2017 (b) (c)
|
|
2018
|
|
2017
|
||||||||||||||||
Revenues
|
$
|
787,296
|
|
|
$
|
677,166
|
|
|
$
|
1,040,332
|
|
|
$
|
863,660
|
|
|
$
|
528,403
|
|
|
$
|
467,496
|
|
|
$
|
466,947
|
|
|
$
|
445,173
|
|
Operating income (loss)
|
$
|
148,825
|
|
|
$
|
167,631
|
|
|
$
|
235,817
|
|
|
$
|
199,864
|
|
|
$
|
(33,699
|
)
|
|
$
|
(1,137
|
)
|
|
$
|
10,399
|
|
|
$
|
21,500
|
|
Net income (loss) including noncontrolling interest
|
$
|
105,870
|
|
|
$
|
93,615
|
|
|
$
|
194,166
|
|
|
$
|
137,083
|
|
|
$
|
(74,772
|
)
|
|
$
|
(46,794
|
)
|
|
$
|
(31,262
|
)
|
|
$
|
(18,035
|
)
|
Net income (loss) attributable to AmeriGas Partners, L.P.
|
$
|
104,421
|
|
|
$
|
91,954
|
|
|
$
|
191,824
|
|
|
$
|
135,088
|
|
|
$
|
(74,396
|
)
|
|
$
|
(46,752
|
)
|
|
$
|
(31,327
|
)
|
|
$
|
(18,231
|
)
|
Income (loss) per limited partner unit (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.97
|
|
|
$
|
0.87
|
|
|
$
|
1.44
|
|
|
$
|
1.14
|
|
|
$
|
(0.91
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
0.97
|
|
|
$
|
0.87
|
|
|
$
|
1.44
|
|
|
$
|
1.14
|
|
|
$
|
(0.91
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.32
|
)
|
(a)
|
The quarter ended June 30, 2018, includes the impact of the impairment of Heritage tradenames and trademarks of
$75,000
(
$74,242
after noncontrolling interest) (See Note 10).
|
(b)
|
Includes an environmental accrual associated with the site of a former MGP obtained in a prior-year acquisition of
$7,545
(
$7,469
after noncontrolling interest) (See
Note 12
).
|
(c)
|
The quarters ended December 31, 2016, March 31, 2017 and June 30, 2017 include loss on extinguishments of debt of
$33,151
,
$22,144
and
$4,434
, respectively (see Note 6).
|
(d)
|
Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see
Note 2
) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows:
|
|
|
December 31,
|
|
March 31,
|
||||||||||||
Quarter ended:
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||
Decrease in income per limited partner unit
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
$
|
(0.48
|
)
|
|
$
|
(0.19
|
)
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
1,105
|
|
|
$
|
1,529
|
|
Total current assets
|
1,105
|
|
|
1,529
|
|
||
Investment in AmeriGas Propane, L.P.
|
3,128,927
|
|
|
3,335,902
|
|
||
Other assets
|
56
|
|
|
56
|
|
||
Total assets
|
$
|
3,130,088
|
|
|
$
|
3,337,487
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
2,879
|
|
|
$
|
2,820
|
|
Accrued interest
|
42,921
|
|
|
42,921
|
|
||
Total current liabilities
|
45,800
|
|
|
45,741
|
|
||
Long-term debt
|
2,547,681
|
|
|
2,543,847
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
Common unitholders
|
523,925
|
|
|
733,104
|
|
||
General partner
|
12,682
|
|
|
14,795
|
|
||
Total partners’ capital
|
536,607
|
|
|
747,899
|
|
||
Total liabilities and partners’ capital
|
$
|
3,130,088
|
|
|
$
|
3,337,487
|
|
|
Year Ended
September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating expenses, net
|
$
|
(258
|
)
|
|
$
|
(300
|
)
|
|
$
|
(255
|
)
|
Loss on extinguishments of debt
|
—
|
|
|
(59,729
|
)
|
|
(48,889
|
)
|
|||
Interest expense (including related party interest expense)
|
(150,204
|
)
|
|
(151,294
|
)
|
|
(156,350
|
)
|
|||
Loss before equity in income of AmeriGas Propane, L.P.
|
(150,462
|
)
|
|
(211,323
|
)
|
|
(205,494
|
)
|
|||
Equity in income of AmeriGas Propane, L.P.
|
340,984
|
|
|
373,382
|
|
|
412,478
|
|
|||
Net income attributable to AmeriGas Partners
|
$
|
190,522
|
|
|
$
|
162,059
|
|
|
$
|
206,984
|
|
General partner’s interest in net income attributable to AmeriGas Partners
|
$
|
47,226
|
|
|
$
|
45,146
|
|
|
$
|
40,227
|
|
Limited partners’ interest in net income attributable to AmeriGas Partners
|
$
|
143,296
|
|
|
$
|
116,913
|
|
|
$
|
166,757
|
|
Income per limited partner unit — basic and diluted
|
$
|
1.54
|
|
|
$
|
1.25
|
|
|
$
|
1.77
|
|
Weighted average limited partner units outstanding — basic (thousands)
|
93,034
|
|
|
92,996
|
|
|
92,949
|
|
|||
Weighted average limited partner units outstanding — diluted (thousands)
|
93,086
|
|
|
93,050
|
|
|
93,023
|
|
|
Year Ended
September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
|
$
|
401,412
|
|
|
$
|
368,634
|
|
|
$
|
371,536
|
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|||||
Contributions to AmeriGas Propane, L.P.
|
—
|
|
|
(157,000
|
)
|
|
(3,900
|
)
|
|||
Net cash used by investing activities
|
—
|
|
|
(157,000
|
)
|
|
(3,900
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Distributions
|
(402,645
|
)
|
|
(398,877
|
)
|
|
(387,659
|
)
|
|||
Issuance of long-term debt, net of issuance costs
|
—
|
|
|
1,207,727
|
|
|
1,331,293
|
|
|||
Repayment of long-term debt, including redemption premiums
|
—
|
|
|
(1,032,097
|
)
|
|
(1,309,588
|
)
|
|||
Proceeds associated with equity based compensation plans, net of tax withheld
|
801
|
|
|
1,465
|
|
|
1,127
|
|
|||
Capital contribution from General Partner
|
8
|
|
|
15
|
|
|
11
|
|
|||
Net cash used by financing activities
|
(401,836
|
)
|
|
(221,767
|
)
|
|
(364,816
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(424
|
)
|
|
$
|
(10,133
|
)
|
|
$
|
2,820
|
|
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
||||||
End of year
|
$
|
1,105
|
|
|
$
|
1,529
|
|
|
$
|
11,662
|
|
Beginning of year
|
1,529
|
|
|
11,662
|
|
|
8,842
|
|
|||
(Decrease) increase
|
$
|
(424
|
)
|
|
$
|
(10,133
|
)
|
|
$
|
2,820
|
|
(a)
|
Includes cash distributions received from AmeriGas Propane, L.P. of
$547,958
,
$512,326
and
$530,912
for Fiscal
2018
, Fiscal
2017
and Fiscal
2016
, respectively.
|
|
Balance at
beginning
of year
|
|
Charged
to costs and
expenses
|
|
Other
|
|
Balance at
end of
year
|
||||||||
Year Ended September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
11,820
|
|
|
$
|
14,016
|
|
|
$
|
(13,011
|
)
|
(1)
|
$
|
12,825
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
11,436
|
|
|
$
|
17,693
|
|
|
$
|
(17,309
|
)
|
(1)
|
$
|
11,820
|
|
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Reserves deducted from assets in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
12,257
|
|
|
$
|
11,215
|
|
|
$
|
(12,036
|
)
|
(1)
|
$
|
11,436
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $1,196,845;
|
2.
|
participates in UGI Corporation’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in UGI Corporation’s long-term compensation plans, UGI Corporation’s 2004 Omnibus Equity Compensation Plan, as amended, and UGI Corporation’s 2013 Omnibus Incentive Compensation Plan;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of UGI Corporation; and
|
5.
|
participates in UGI Corporation’s benefit plans, including the UGI Pension Plan, Senior Executive Employee Severance Plan, Supplemental Executive Retirement Plan, UGI Savings Plan, and Supplemental Savings Plan.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $650,000, prorated based on his commencement of employment with UGI Corporation;
|
2.
|
participates in UGI Corporation’s annual bonus plan, with bonus pro-rated for fiscal year 2018 and payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in the UGI Corporation 2013 Omnibus Incentive Compensation Plan, with annual awards as determined by the Compensation and Management Development Committee;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of UGI Corporation; and
|
5.
|
participates in UGI Corporation’s benefit plans, including the Senior Executive Employee Severance Plan and the 2009 Supplemental Executive Retirement Plan for New Employees.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $475,345;
|
2.
|
participates in UGI Corporation’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in UGI Corporation’s long-term compensation plans, UGI Corporation’s 2004 Omnibus Equity Compensation Plan, as amended, and UGI Corporation’s 2013 Omnibus Incentive Compensation Plan;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of UGI Corporation; and
|
5.
|
participates in UGI Corporation’s benefit plans, including the Senior Executive Employee Severance Plan, 2009 Supplemental Executive Retirement Plan for New Employees, and UGI Savings Plan.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $563,407;
|
2.
|
participates in AmeriGas Propane, Inc.’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in AmeriGas Propane, Inc.’s long-term compensation plan, the 2010 Long-Term Incentive Plan, and UGI Corporation’s 2004 Omnibus Equity Compensation Plan, as amended, and UGI Corporation’s 2013 Omnibus Incentive Compensation Plan;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of AmeriGas Propane, Inc., AmeriGas Partners, L.P. or UGI Corporation; and
|
5.
|
participates in AmeriGas Propane, Inc.’s benefit plans, including the AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, and the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan through September 18, 2018.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $354,081;
|
2.
|
participates in AmeriGas Propane, Inc.’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in AmeriGas Propane, Inc.’s long-term compensation plan, the 2010 Long-Term Incentive Plan, UGI Corporation’s 2004 Omnibus Equity Compensation Plan, as amended, and UGI Corporation’s 2013 Omnibus Incentive Compensation Plan;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of AmeriGas Propane, Inc., AmeriGas Partners, L.P. or UGI Corporation; and
|
5.
|
participates in AmeriGas Propane, Inc.’s benefit plans, including the AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, and the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan.
|
1.
|
is entitled to an annual base salary, which for fiscal year 2018 was $391,508;
|
2.
|
participates in AmeriGas Propane, Inc.’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives that support business plans and strategic goals;
|
3.
|
participates in AmeriGas Propane, Inc.’s long-term compensation plan, the 2010 Long-Term Incentive Plan, and UGI Corporation’s 2013 Omnibus Incentive Compensation Plan;
|
4.
|
will receive cash benefits upon termination of his employment without cause following a change in control of AmeriGas Propane, Inc., AmeriGas Partners, L.P. or UGI Corporation; and
|
5.
|
participates in AmeriGas Propane, Inc.’s benefit plans, including the AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, and the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan.
|
|
Cash Component
|
Equity Component
(1)
|
|||||
Annual Retainer
|
|
$80,000
|
|
$
|
85,000
|
|
|
Additional Annual Retainer for Presiding Director
|
|
$15,000
|
|
|
|
||
Additional Annual Retainer for Audit Committee Members (other than the Chairperson)
|
|
$10,000
|
|
|
|
||
Additional Annual Retainer for Audit Committee Chairperson
|
|
$15,000
|
|
|
|
||
Additional Annual Retainer for the Compensation and Management Development Committee Chairperson
|
|
$12,500
|
|
|
|
||
Additional Annual Retainer for the Corporate Governance Committee Chairperson
|
|
$12,500
|
|
|
|
SUBSIDIARY
|
OWNERSHIP
|
STATE OF
INCORPORATION
|
AmeriGas Finance Corp.
|
100%
|
DE
|
AmeriGas Eagle Finance Corp.
|
100%
|
DE
|
AP Eagle Finance Corp.
|
100%
|
DE
|
AmeriGas Finance LLC
|
100%
|
DE
|
AmeriGas Propane, L.P.
|
(1)
|
DE
|
AmeriGas Propane Parts & Service, Inc.
|
100%
|
PA
|
Heritage Energy Resources, L.L.C.
|
100%
|
OK
|
902 Gilbert Street, LLC
|
100%
|
NC
|
Metro Lawn, LLC
|
100%
|
DE
|
AmeriGas Eagle Holdings, Inc.
|
100%
|
DE
|
AmerE Holdings, Inc.
|
100%
|
DE
|
Active Propane of Wisconsin, LLC
|
100%
|
DE
|
(1)
|
1.0101% owned by AmeriGas Propane, Inc., the General Partner, 98.8899% owned by AmeriGas Partners, L.P., a Limited Partner and 0.1% owned by AmeriGas Eagle Holdings, Inc., a Limited Partner.
|
1)
|
Registration Statement (Form S-3 No. 333-212117) pertaining to the 2016 Senior Debt Securities of AmeriGas Partners, L.P. and AmeriGas Finance Corp.;
|
2)
|
Registration Statement (Form S-8 No. 333-168604) pertaining to the 2010 Long-Term Incentive Plan of AmeriGas Partners, L.P.; and
|
3)
|
Registration Statement (Form S-8 No. 333-104939) pertaining to the 2000 Long-Term Incentive Plan of AmeriGas Partners, L.P.
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
/s/ Hugh J. Gallagher
|
|
|
Hugh J. Gallagher
|
|
|
President and Chief Executive Officer of AmeriGas Propane, Inc.
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
/s/ Ted J. Jastrzebski
|
|
|
Ted J. Jastrzebski
|
|
|
Principal Financial Officer of AmeriGas Propane, Inc.
|
|
(1)
|
The Company’s annual report on Form 10-K for the period ended
September 30, 2018
(the “Form 10-K”) 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
CHIEF EXECUTIVE OFFICER
|
|
PRINCIPAL FINANCIAL OFFICER
|
||
|
|
|
|
|
/s/ Hugh J. Gallagher
|
|
/s/ Ted J. Jastrzebski
|
||
Hugh J. Gallagher
|
|
Ted J. Jastrzebski
|
||
|
|
|
|
|
Date:
|
November 20, 2018
|
|
Date:
|
November 20, 2018
|
|
Shares
|
|
Weighted
Average
Option Price
|
|
Total
Intrinsic
Value
|
|
Weighted
Average
Contract Term
(Years)
|
|||||
Shares under option — September 30, 2015
|
9,255,377
|
|
|
$
|
23.97
|
|
|
$
|
104.5
|
|
|
6.6
|
Granted
|
1,510,625
|
|
|
$
|
34.67
|
|
|
|
|
|
||
Canceled
|
(84,213
|
)
|
|
$
|
34.13
|
|
|
|
|
|
||
Exercised
|
(2,193,338
|
)
|
|
$
|
20.38
|
|
|
$
|
40.1
|
|
|
|
Shares under option — September 30, 2016
|
8,488,451
|
|
|
$
|
26.68
|
|
|
$
|
157.6
|
|
|
6.6
|
Granted
|
1,343,800
|
|
|
$
|
46.51
|
|
|
|
|
|
||
Canceled
|
(60,236
|
)
|
|
$
|
41.86
|
|
|
|
|
|
||
Exercised
|
(990,267
|
)
|
|
$
|
21.40
|
|
|
$
|
26.7
|
|
|
|
Shares under option — September 30, 2017
|
8,781,748
|
|
|
$
|
30.20
|
|
|
$
|
146.7
|
|
|
6.3
|
Granted
|
1,401,400
|
|
|
$
|
47.85
|
|
|
|
|
|
||
Canceled
|
(152,017
|
)
|
|
$
|
42.14
|
|
|
|
|
|
||
Expired
|
(1,666
|
)
|
|
$
|
35.80
|
|
|
|
|
|
||
Exercised
|
(1,832,396
|
)
|
|
$
|
26.00
|
|
|
$
|
44.5
|
|
|
|
Shares under option — September 30, 2018
|
8,197,069
|
|
|
$
|
33.93
|
|
|
$
|
176.6
|
|
|
6.2
|
Options exercisable — September 30, 2016
|
5,522,370
|
|
|
$
|
22.94
|
|
|
|
|
|
||
Options exercisable — September 30, 2017
|
5,973,668
|
|
|
$
|
25.53
|
|
|
|
|
|
||
Options exercisable — September 30, 2018
|
5,498,330
|
|
|
$
|
28.63
|
|
|
$
|
147.6
|
|
|
5.1
|
Options not exercisable — September 30, 2018
|
2,698,739
|
|
|
$
|
44.75
|
|
|
$
|
29.0
|
|
|
8.1
|
|
Range of exercise prices
|
||||||||||||||||||
|
Under
$25.00
|
|
$25.00 –
$30.00
|
|
$30.01 –
$35.00
|
|
$35.01 – $40.00
|
|
Over $40.00
|
||||||||||
Options outstanding at September 30, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of options
|
2,322,904
|
|
|
1,133,676
|
|
|
1,150,685
|
|
|
917,843
|
|
|
2,671,961
|
|
|||||
Weighted average remaining contractual life (in years)
|
3.3
|
|
|
5.0
|
|
|
7.1
|
|
|
6.3
|
|
|
8.8
|
|
|||||
Weighted average exercise price
|
$
|
20.53
|
|
|
$
|
27.38
|
|
|
$
|
33.66
|
|
|
$
|
37.80
|
|
|
$
|
47.16
|
|
Options exercisable at September 30, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of options
|
2,322,904
|
|
|
1,133,676
|
|
|
714,201
|
|
|
809,899
|
|
|
517,650
|
|
|||||
Weighted average exercise price
|
$
|
20.53
|
|
|
$
|
27.38
|
|
|
$
|
33.59
|
|
|
$
|
37.81
|
|
|
$
|
46.46
|
|
|
2018
|
|
2017
|
|
2016
|
Expected life of option
|
6.00 years
|
|
5.75 years
|
|
5.75 years
|
Weighted average volatility
|
17.5%
|
|
19.8%
|
|
19.5%
|
Weighted average dividend yield
|
2.1%
|
|
2.1%
|
|
2.6%
|
Expected volatility
|
17.5%
|
|
19.8%
|
|
19.3%
|
Expected dividend yield
|
2.1%
|
|
2.1%
|
|
2.6%
|
Risk free rate
|
2.2% – 2.9%
|
|
1.8% – 2.1%
|
|
1.2% – 1.9%
|
|
UGI Units
|
|
Weighted-Average
Grant-Date
Fair Value
(per Unit)
|
|||
Total UGI Units at September 30, 2017 (a)
|
978,834
|
|
|
$
|
28.83
|
|
UGI Performance Units:
|
|
|
|
|||
Granted
|
143,800
|
|
|
$
|
55.26
|
|
Forfeited
|
(38,542
|
)
|
|
$
|
41.19
|
|
Performance criteria not met
|
(43,672
|
)
|
|
$
|
37.57
|
|
Unit awards paid
|
(92,950
|
)
|
|
$
|
37.85
|
|
UGI Stock Units:
|
|
|
|
|||
Granted (b)
|
52,314
|
|
|
$
|
48.11
|
|
Unit awards paid
|
(40,066
|
)
|
|
$
|
21.39
|
|
Total UGI Units at September 30, 2018 (a)
|
959,718
|
|
|
$
|
32.38
|
|
(a)
|
Total UGI Units includes UGI Stock Units issued to non-employee directors, which vest on the grant date, and UGI Performance Units and UGI Stock Units issued to retirement-eligible employees that vest on an accelerated basis. Total vested restricted units at September 30, 2018 and September 30, 2017 were 660,795 and 660,886, respectively.
|
(b)
|
Generally, shares granted under UGI Stock Unit awards are paid approximately 70% in shares. UGI Stock Unit awards granted in Fiscal 2017 and Fiscal 2016 were 42,079 and 52,493, respectively.
|
|
2018
|
|
2017
|
|
2016
|
||||||
UGI Performance Unit awards:
|
|
|
|
|
|
||||||
Number of original awards granted, net of forfeitures
|
136,621
|
|
|
178,450
|
|
|
308,362
|
|
|||
Performance period beginning January 1:
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Payment of awards:
|
|
|
|
|
|
||||||
Shares of UGI Common Stock issued, net of shares withheld for taxes
|
69,680
|
|
|
138,985
|
|
|
209,592
|
|
|||
Cash paid
|
$
|
1.6
|
|
|
$
|
10.9
|
|
|
$
|
13.9
|
|
UGI Stock Unit awards:
|
|
|
|
|
|
||||||
Number of original awards granted, net of forfeitures
|
39,680
|
|
|
43,699
|
|
|
51,037
|
|
|||
Payment of awards:
|
|
|
|
|
|
||||||
Shares of UGI Common Stock issued, net of shares withheld for taxes
|
29,095
|
|
|
15,990
|
|
|
39,422
|
|
|||
Cash paid
|
$
|
0.6
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|