10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2013

OR

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

For the transition period from             to             

Commission file number 1-13692

AMERIGAS PARTNERS, L.P.

(Exact name of registrant as specified in its charters)

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

460 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

(610) 337-7000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

At July 31, 2013, there were 92,824,539 Common Units of AmeriGas Partners, L.P. outstanding.

AMERIGAS PARTNERS, L.P.

TABLE OF CONTENTS

	PAGES
Part I Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2013, September 30, 2012 and June 30, 2012	1
Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2013 and 2012	2
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2013 and 2012	3
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2013 and 2012	4
Condensed Consolidated Statements of Partners’ Capital for the nine months ended June 30, 2013 and 2012	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	24
Part II Other Information
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 6. Exhibits	25
Signatures	27

- i -

AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(Thousands of dollars)

	June 30, 2013			September 30, 2012			June 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	16,533		$	60,102		$	122,843
Accounts receivable (less allowances for doubtful accounts of $23,510, $17,217 and $22,961, respectively)	298,558			266,677			230,237
Accounts receivable - related parties	1,234			970			1,390
Inventories	142,406			163,746			162,286
Derivative financial instruments	424			1,478			9,933
Prepaid expenses and other current assets	10,045			30,395			23,093
Total current assets	469,200			523,368			549,782
Property, plant and equipment (less accumulated depreciation and amortization of $1,194,133, $1,075,528 and $1,037,327, respectively)	1,456,055			1,499,225			1,508,136
Goodwill	1,924,820			1,914,808			1,862,259
Intangible assets, net	497,648			535,996			594,883
Other assets	40,487			43,934			44,891
Total assets	$	4,388,210		$	4,517,331		$	4,559,951
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Current maturities of long-term debt	$	10,006		$	30,706		$	43,410
Bank loans	80,000			49,900			68,800
Accounts payable - trade	127,497			170,424			132,823
Accounts payable - related parties	1,518			2,012			820
Customer deposits and advances	80,194			167,614			81,916
Derivative financial instruments	13,573			42,347			75,686
Other current liabilities	164,020			207,842			176,698
Total current liabilities	476,808			670,845			580,153
Long-term debt	2,293,199			2,297,363			2,301,720
Other noncurrent liabilities	87,331			80,563			82,714
Total liabilities	2,857,338			3,048,771			2,964,587
Commitments and contingencies (note 7)
Partners’ capital:
AmeriGas Partners, L.P. partners’ capital:
Common unitholders (units issued - 92,821,523, 92,801,347 and 92,784,524, respectively)	1,490,680			1,455,702			1,608,145
General partner	17,310			16,975			18,504
Accumulated other comprehensive loss	(16,959		)	(43,569		)	(71,117		)
Total AmeriGas Partners, L.P. partners’ capital	1,491,031			1,429,108			1,555,532
Noncontrolling interest	39,841			39,452			39,832
Total partners’ capital	1,530,872			1,468,560			1,595,364
Total liabilities and partners’ capital	$	4,388,210		$	4,517,331		$	4,559,951

See accompanying notes to condensed consolidated financial statements.

- 1 -

AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(Thousands of dollars, except per unit amounts)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013			2012
Revenues:
Propane	$	518,361		$	507,529		$	2,413,802		$	2,227,576
Other	63,358			64,416			220,771			183,755
	581,719			571,945			2,634,573			2,411,331
Costs and expenses:
Cost of sales - propane (excluding depreciation shown below)	283,037			312,487			1,306,728			1,394,860
Cost of sales - other (excluding depreciation shown below)	22,657			21,516			63,460			52,962
Operating and administrative expenses	224,452			242,905			733,267			655,090
Depreciation	41,738			38,311			117,668			94,593
Amortization	10,775			11,204			32,825			23,902
Other income, net	(7,579		)	(6,190		)	(23,385		)	(16,931		)
	575,080			620,233			2,230,563			2,204,476
Operating income (loss)	6,639			(48,288		)	404,010			206,855
Gain (loss) on extinguishments of debt	—			30			—			(13,349		)
Interest expense	(41,247		)	(41,853		)	(124,219		)	(103,431		)
(Loss) income before income taxes	(34,608		)	(90,111		)	279,791			90,075
Income tax benefit (expense)	59			208			(516		)	(1,006		)
Net (loss) income	(34,549		)	(89,903		)	279,275			89,069
Add net loss (deduct net income) attributable to noncontrolling interest	(46		)	521			(3,997		)	(2,041		)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(34,595	)	$	(89,382	)	$	275,278		$	87,028
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	5,045		$	3,355		$	16,648		$	9,628
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(39,640	)	$	(92,737	)	$	258,630		$	77,400
(Loss) income per limited partner unit - basic and diluted:
Basic	$	(0.43	)	$	(1.00	)	$	2.70		$	0.91
Diluted	$	(0.43	)	$	(1.00	)	$	2.70		$	0.91
Average limited partner units outstanding (thousands):
Basic	92,838			92,783			92,830			77,615
Diluted	92,838			92,783			92,904			77,668

See accompanying notes to condensed consolidated financial statements.

- 2 -

AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(Thousands of dollars)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013			2012
Net (loss) income	$	(34,549	)	$	(89,903	)	$	279,275		$	89,069
Other comprehensive income (loss):
Net losses on derivative instruments	(19,434		)	(65,853		)	(24,348		)	(100,616		)
Reclassifications of net losses on derivative instruments	8,479			14,625			51,229			33,791
Other comprehensive (loss) income	(10,955		)	(51,228		)	26,881			(66,825		)
Total comprehensive (loss) income	(45,504		)	(141,131		)	306,156			22,244
Add comprehensive loss (deduct comprehensive income) attributable to noncontrolling interest	65			1,034			(4,268		)	(1,373		)
Comprehensive (loss) income attributable to AmeriGas Partners, L.P.	$	(45,439	)	$	(140,097	)	$	301,888		$	20,871

See accompanying notes to condensed consolidated financial statements.

- 3 -

AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Thousands of dollars)

	Nine Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	279,275		$	89,069
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	150,493			118,495
Provision for uncollectible accounts	12,045			14,128
Net change in realized gains and losses deferred as cash flow hedges	1,171			(7,350		)
Loss on extinguishments of debt	—			13,349
Other, net	1,867			9,274
Net change in:
Accounts receivable	(46,531		)	110,093
Inventories	21,358			55,235
Accounts payable	(43,423		)	(73,904		)
Other current assets	9,472			8,287
Other current liabilities	(113,348		)	(83,178		)
Net cash provided by operating activities	272,379			253,498
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment	(80,736		)	(70,264		)
Proceeds from disposals of assets	5,891			5,030
Acquisitions of businesses, net of cash acquired	(1,045		)	(1,418,202		)
Net cash used by investing activities	(75,890		)	(1,483,436		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions	(242,795		)	(192,561		)
Proceeds from issuance of Common Units	—			276,562
Noncontrolling interest activity	(3,879		)	(2,720		)
Increase (decrease) in bank loans	30,100			(26,700		)
Issuances of long-term debt	—			1,524,192
Repayments of long-term debt	(24,806		)	(237,578		)
Proceeds associated with equity-based compensation plans, net of tax withheld	1,312			153
Capital contributions from General Partner	10			2,801
Net cash (used) provided by financing activities	(240,058		)	1,344,149
Cash and cash equivalents (decrease) increase	$	(43,569	)	$	114,211
CASH AND CASH EQUIVALENTS:
End of period	$	16,533		$	122,843
Beginning of period	60,102			8,632
(Decrease) increase	$	(43,569	)	$	114,211

See accompanying notes to condensed consolidated financial statements.

- 4 -

AMERIGAS PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(unaudited)

(Thousands of dollars, except unit data)

	Number of Common Units		Common unitholders			General partner			Accumulated other comprehensive income (loss)			Total AmeriGas Partners, L.P. partners’ capital			Noncontrolling interest			Total partners’ capital
For the nine months ended June 30, 2013:
Balance September 30, 2012	92,801,347		$	1,455,702		$	16,975		$	(43,569	)	$	1,429,108		$	39,452		$	1,468,560
Net income			258,630			16,648						275,278			3,997			279,275
Net losses on derivative instruments									(24,102		)	(24,102		)	(246		)	(24,348		)
Reclassification of net losses on derivative instruments									50,712			50,712			517			51,229
Distributions			(226,472		)	(16,323		)				(242,795		)	(3,879		)	(246,674		)
Unit-based compensation expense			2,996									2,996						2,996
Common Units issued in connection with incentive compensation plans, net of tax withheld	20,176		(176		)	10						(166		)				(166		)
Balance June 30, 2013	92,821,523		$	1,490,680		$	17,310		$	(16,959	)	$	1,491,031		$	39,841		$	1,530,872
	Number of Common Units		Common unitholders			General partner			Accumulated other comprehensive income (loss)			Total AmeriGas Partners, L.P. partners’ capital			Noncontrolling interest			Total partners’ capital
For the nine months ended June 30, 2012:
Balance September 30, 2011	57,124,296		$	340,180		$	3,436		$	(4,960	)	$	338,656		$	12,823		$	351,479
Net income			77,400			9,628						87,028			2,041			89,069
Net losses on derivative instruments									(99,607		)	(99,607		)	(1,009		)	(100,616		)
Reclassification of net losses on derivative instruments									33,450			33,450			341			33,791
Distributions			(181,877		)	(10,684		)				(192,561		)	(3,040		)	(195,601		)
Unit-based compensation expense			5,089									5,089						5,089
Common Units issued in connection with the Heritage Acquisition	29,567,362		1,132,628									1,132,628						1,132,628
General Partner contribution to AmeriGas OLP in connection with the Heritage Acquisition	(635,667	)	(28,357		)							(28,357		)	28,357			—
General Partner contribution to AmeriGas Partners, L.P. in connection with the Heritage Acquisition	(298,660	)	(13,323		)	13,323						—						—
Common Units issued in connection with public offering	7,000,000		276,562			2,800						279,362						279,362
Common Units issued in connection with incentive compensation plans, net of tax withheld	27,193		(157		)	1						(156		)				(156		)
General Partner contribution to AmeriGas OLP															319			319
Balance June 30, 2012	92,784,524		$	1,608,145		$	18,504		$	(71,117	)	$	1,555,532		$	39,832		$	1,595,364

See accompanying notes to condensed consolidated financial statements.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

1. Nature of Operations

AmeriGas Partners, L.P. (“AmeriGas Partners”) is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary AmeriGas Propane, L.P. (“AmeriGas OLP”) and prior to its merger with AmeriGas OLP on July 1, 2013 (the “Merger”), AmeriGas OLP’s principal operating subsidiary Heritage Operating, L.P. (“HOLP”). AmeriGas OLP and prior to the Merger, HOLP, are referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and its subsidiaries are collectively referred to herein as the “Partnership” or “we.” The Operating Partnership is engaged in the distribution of propane and related equipment and supplies. The Operating Partnership comprises the largest retail propane distribution business in the United States serving residential, commercial, industrial, motor fuel and agricultural customers in all 50 states.

At June 30, 2013, AmeriGas Propane, Inc. (the “General Partner”), an indirect wholly owned subsidiary of UGI Corporation (“UGI”), held a 1% general partner interest in AmeriGas Partners and a 1.01% general partner interest in AmeriGas OLP. The General Partner and its wholly owned subsidiary Petrolane Incorporated (“Petrolane,” a predecessor company of the Partnership) also owned 23,756,882 AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding comprise 39,497,279 publicly held Common Units and 29,567,362 Common Units held by a subsidiary of Energy Transfer Partners, L.P. (“ETP”) as a result of the January 12, 2012, acquisition of substantially all of ETP’s propane operations (“Heritage Propane”) (see Note 4). The Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 98.99% limited partner interest in AmeriGas OLP. In July 2013, ETP sold 7,500,000 of the Common Units it held in an underwritten public offering. AmeriGas Partners did not receive any proceeds from the sale of the Common Units by ETP.

AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. Prior to the Merger, the General Partner provided management and administrative services to Heritage Operating GP, LLC (“HOLP GP”), the general partner of HOLP, under a management services agreement. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 6).

2. Significant Accounting Policies

The condensed consolidated financial statements include the accounts of AmeriGas Partners and its majority-owned subsidiaries principally comprising AmeriGas OLP and, prior to the Merger, HOLP. We eliminate all significant intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as noncontrolling interest in the condensed consolidated financial statements.

AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are 100%-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners. The 6.75% and 7.00% Senior Notes are fully and unconditionally guaranteed on a senior secured basis by AmeriGas Partners.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They include all adjustments which we consider necessary for a fair statement of the results for the interim periods presented. Such adjustments consisted only of normal recurring items unless otherwise disclosed. The September 30, 2012, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2012 (“Partnership’s 2012 Annual Financial Statements and Notes”). Weather significantly impacts demand for propane and profitability because many customers use propane for heating purposes. Due to the seasonal nature of the Partnership’s propane business, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

Allocation of Net Income Attributable to AmeriGas Partners. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners

- 6 -

AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”).

Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).

The following table sets forth the numerators and denominators of the basic and diluted income per limited partner unit computations:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013		2012
Common Unitholders’ interest in net income (loss) attributable to AmeriGas Partners under the two-class method for MLPs	$	(39,640	)	$	(92,737	)	$	251,083	$	70,342
Weighted average Common Units outstanding—basic (thousands)	92,838			92,783			92,830		77,615
Potentially dilutive Common Units (thousands)	—			—			74		53
Weighted average Common Units outstanding—diluted (thousands)	92,838			92,783			92,904		77,668

Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the nine months ended June 30, 2013 and 2012, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.08 and $0.09, respectively. There was no dilutive effect based on the computation of income (loss) per limited partner unit in accordance with the two-class method for the three months ended June 30, 2013 and 2012.

Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans.

Comprehensive Income. Comprehensive income (loss) comprises net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income.

Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.

- 7 -

AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

3.     Accounting Changes

New Accounting Standards Not Yet Adopted

Disclosures about Reclassifications Out of Accumulated Other Comprehensive Income. In February 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance regarding disclosures for items reclassified out of accumulated other comprehensive income (“AOCI”). The new disclosure guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. The new disclosures are to be applied prospectively, and early adoption is permitted. We expect to adopt the new guidance in Fiscal 2014. As this guidance provides only disclosure requirements, the adoption of this standard will not impact our results of operations, cash flows or financial position.

Disclosures about Offsetting Assets and Liabilities.In December 2011 (and amended in January 2013), the FASB issued new accounting guidance requiring entities to disclose both gross and net information about recognized derivative instruments that are offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The new guidance is effective for annual reporting periods beginning on or after January 1, 2013 (Fiscal 2014) and interim periods within those annual periods, and is required to be applied retrospectively. As this guidance provides only disclosure requirements, the adoption of this standard will not impact our results of operations, cash flows or financial position.

4. Acquisition of Heritage Propane

On January 12, 2012, AmeriGas Partners completed the acquisition of Heritage Propane from ETP for total consideration of $2,604,827, comprising $1,472,199 in cash and 29,567,362 AmeriGas Partners Common Units with a fair value of $1,132,628 (the “Heritage Acquisition”). The Heritage Acquisition was consummated pursuant to a Contribution and Redemption Agreement dated October 15, 2011, as amended (the “Contribution Agreement”), by and among AmeriGas Partners, ETP, Energy Transfer Partners GP, L.P., the general partner of ETP, and Heritage ETC, L.P. For additional information on the Heritage Acquisition, see Note 4 to the Partnership’s 2012 Annual Financial Statements and Notes.

The following presents unaudited pro forma income statement and income per unit data as if the Heritage Acquisition had occurred on October 1, 2011:

	Nine Months Ended June 30,
	2013 (As Reported)		2012 Pro Forma
Revenues	$	2,634,573	$	2,903,046
Net income attributable to AmeriGas Partners, L.P.	$	275,278	$	106,980
Income per limited partner unit:
Basic	$	2.70	$	1.07
Diluted	$	2.70	$	1.07

The unaudited pro forma results of operations reflect Heritage Propane’s historical operating results after giving effect to adjustments directly attributable to the transaction that are expected to have a continuing effect. The unaudited pro forma consolidated results of operations are not necessarily indicative of the results that would have occurred had the Heritage Acquisition occurred on the date indicated nor are they necessarily indicative of future operating results.

- 8 -

AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

5. Goodwill and Intangible Assets

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

	June 30, 2013			September 30, 2012			June 30, 2012
Goodwill (not subject to amortization)	$	1,924,820		$	1,914,808		$	1,862,259
Intangible assets:
Customer relationships and noncompete agreements	$	505,580		$	505,367		$	507,089
Trademarks and tradenames (not subject to amortization)	81,800			91,100			144,200
Gross carrying amount	587,380			596,467			651,289
Accumulated amortization	(89,732		)	(60,471		)	(56,406		)
Intangible assets, net	$	497,648		$	535,996		$	594,883

The decrease in trademarks and tradenames and the increase in goodwill during the nine months ended June 30, 2013 reflects a correcting adjustment associated with the Heritage Acquisition. Amortization expense of intangible assets was $9,585 and $29,261 for the three and nine months ended June 30, 2013, respectively, and $10,099 and $20,735 for the three and nine months ended June 30, 2012, respectively. No amortization is included in cost of sales in the Condensed Consolidated Statements of Operations. As of June 30, 2013, our expected aggregate amortization expense of intangible assets for the remainder of Fiscal 2013 and the next four fiscal years is as follows: remainder of Fiscal 2013 — $9,594; Fiscal 2014 — $37,554; Fiscal 2015 — $35,362; Fiscal 2016 — $34,190; Fiscal 2017 — $32,111.

6. Related Party Transactions

Pursuant to the Partnership Agreement and, prior to the Merger, a management services agreement among HOLP GP, HOLP and the General Partner, the General Partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf. These costs, which totaled $130,079 and $89,619 for the three months ended June 30, 2013 and 2012, respectively, and $420,581 and $280,175 for the nine months ended June 30, 2013 and 2012, respectively, include employee compensation and benefit expenses of employees of the General Partner and general and administrative expenses.

UGI provides certain financial and administrative services to the General Partner. UGI bills the General Partner monthly for all direct and indirect corporate expenses incurred in connection with providing these services and the General Partner is reimbursed by the Partnership for these expenses. The allocation of indirect UGI corporate expenses to the Partnership utilizes a weighted, three-component formula based on the relative percentage of the Partnership’s revenues, operating expenses and net assets employed to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. The General Partner believes that this allocation method is reasonable and equitable to the Partnership. Such corporate expenses totaled $4,218 and $2,287 during the three months ended June 30, 2013 and 2012, respectively, and $14,974 and $7,664, during the nine months ended June 30, 2013 and 2012, respectively. In addition, UGI and certain of its subsidiaries provide office space, stop loss medical coverage and automobile liability insurance to the Partnership. The costs related to these items totaled $872 and $1,223 for the three months ended June 30, 2013 and 2012, respectively, and $3,498 and $2,969 for the nine months ended June 30, 2013 and 2012, respectively.

From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, Inc. (“Energy Services”). The prices for any such propane purchased are generally based on market price at the time of purchase. AmeriGas OLP purchased propane from Energy Services totaling $405 and $1,980 during the three and nine months ended June 30, 2013, respectively. AmeriGas OLP purchased propane from Energy Services totaling $42 during the three and nine months ended June 30, 2012.

In addition, the Partnership sells propane to affiliates of UGI. Such amounts were not material during the periods presented.

7. Commitments and Contingencies

Environmental Matters

Saranac Lake. By letter dated March 6, 2008, the New York State Department of Environmental Conservation (“DEC”) notified AmeriGas OLP that DEC had placed property owned by the Partnership in Saranac Lake, New York, on its Registry

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

of Inactive Hazardous Waste Disposal Sites. A site characterization study performed by DEC disclosed contamination related to former manufactured gas plant (“MGP”) operations on the site. DEC has classified the site as a significant threat to public health or environment with further action required. The Partnership has researched the history of the site and its ownership interest in the site. The Partnership has reviewed the preliminary site characterization study prepared by the DEC, the extent of the contamination, and the possible existence of other potentially responsible parties. The Partnership communicated the results of its research to DEC in January 2009. There have been no recent developments in this matter. Because of the preliminary nature of available environmental information, the ultimate amount of expected clean up costs cannot be reasonably estimated.

Claremont, New Hampshire and Chestertown, Maryland. In connection with the Heritage Acquisition on January 12, 2012, a predecessor of Titan Propane, LLC (“Titan LLC”), a former subsidiary acquired in the Heritage Acquisition, is purportedly the beneficial holder of title with respect to two former MGPs discussed below. The Contribution Agreement provides for indemnification from ETP for certain expenses associated with remediation of these sites. By letter dated September 30, 2010, the EPA notified Titan LLC that it may be a potentially responsible party (“PRP”) for cleanup costs associated with contamination at a former MGP in Claremont, New Hampshire. In June 2010, the Maryland Attorney General (“MAG”) identified Titan LLC as a PRP in connection with contamination at a former MGP in Chestertown, Maryland and requested that Titan LLC participate in characterization and remediation activities. Titan LLC has supplied the EPA and MAG with corporate and bankruptcy information for its predecessors to support its claim that it is not liable for any remediation costs at the sites. Because of the preliminary nature of available environmental information, the ultimate amount of expected clean up costs cannot be reasonably estimated.

Other Matters

Cylinder Investigation. On or about October 21, 2009, the General Partner received a notice that the Offices of the District Attorneys of Santa Clara, Sonoma, Ventura, San Joaquin and Fresno Counties and the City Attorney of San Diego (the “District Attorneys”) have commenced an investigation into AmeriGas OLP’s cylinder labeling and filling practices in California as a result of the Partnership's decision in 2008 to reduce the volume of propane in cylinders it sells to consumers from 17 pounds to 15 pounds. At that time, the District Attorneys issued an administrative subpoena seeking documents and information relating to those practices. We have responded to the administrative subpoena. On or about July 20, 2011, the General Partner received a second subpoena from the District Attorneys. The subpoena sought additional information and documents regarding AmeriGas OLP’s cylinder exchange program and we responded to that subpoena. In connection with this matter, the District Attorneys have alleged potential violations of California’s antitrust laws, California’s slack-fill law, and California's principal false advertising statute. We believe we have strong defenses to these allegations.

Federal Trade Commission Investigation of Propane Grill Cylinder Filling Practices. On or about November 4, 2011, the General Partner received notice that the Federal Trade Commission (“FTC”) is conducting an antitrust and consumer protection investigation into certain practices of the Partnership which relate to the filling of portable propane cylinders. On February 2, 2012, the Partnership received a Civil Investigative Demand from the FTC that requests documents and information concerning, among other things, (i) the Partnership’s decision, in 2008, to reduce the volume of propane in cylinders it sells to consumers from 17 pound to 15 pounds and (ii) cross-filling, related service arrangements and communications regarding the foregoing with competitors. The Partnership believes that it will have good defenses to any claims that may result from this investigation. We are not able to assess the financial impact this investigation or any related claims may have on the Partnership.

Purported Class Action Lawsuit. In 2005, Samuel and Brenda Swiger (the “Swigers”) filed what purports to be a class action in the Circuit Court of Harrison County, West Virginia, against UGI, an insurance subsidiary of UGI, certain officers of UGI and the General Partner, and their insurance carriers and insurance adjusters. In this lawsuit, the Swigers are seeking compensatory and punitive damages on behalf of the putative class for alleged violations of the West Virginia Insurance Unfair Trade Practice Act, negligence, intentional misconduct, and civil conspiracy. The Court has not certified the class and, in October 2008, stayed the lawsuit pending resolution of a separate, but related class action lawsuit filed against AmeriGas OLP in Monongalia County, which was settled in Fiscal 2011. We believe we have good defenses to the claims in this action.

BP America Production Company v. Amerigas Propane, L.P. On July 15, 2011, BP America Production Company (“BP”) filed a complaint against AmeriGas OLP in the District Court of Denver County, Colorado, alleging, among other things, breach of contract and breach of the covenant of good faith and fair dealing relating to amounts billed for certain goods and services provided to BP since 2005 (the “Services”). The Services relate to the installation of propane-fueled equipment

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

and appliances, and the supply of propane, to approximately 400 residential customers at the request of and for the account of BP. Effective June 20, 2013, we entered into a settlement agreement with BP and the lawsuit has been dismissed. The effect of the settlement agreement will not have a material impact on our results of operations or financial condition.

We cannot predict the final results of any of the environmental or other pending claims or legal actions described above. However, it is reasonably possible that some of them could be resolved unfavorably to us and result in losses in excess of recorded amounts. We are unable to estimate any possible losses in excess of recorded amounts. Although we currently believe, after consultation with counsel, that damages or settlements, if any, recovered by the plaintiffs in such claims or actions will not have a material adverse effect on our financial position, damages or settlements could be material to our operating results or cash flows in future periods depending on the nature and timing of future developments with respect to these matters and the amounts of future operating results and cash flows. In addition to the matters described above, there are other pending claims and legal actions arising in the normal course of our businesses. We believe, after consultation with counsel, the final outcome of such other matters will not have a material effect on our consolidated financial position, results of operations or cash flows.

8. Fair Value Measurements

Derivative Financial Instruments

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of June 30, 2013, September 30, 2012 and June 30, 2012:

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
June 30, 2013:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	424		$	—	$	424
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(15,224	)	$	—	$	(15,224	)
September 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	2,089		$	—	$	2,089
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(42,598	)	$	—	$	(42,598	)
June 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	10,337		$	—	$	10,337
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(79,139	)	$	—	$	(79,139	)

The fair values of our non-exchange traded commodity derivative contracts included in Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity.

Other Financial Instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At June 30, 2013, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,303,205 and $2,366,116, respectively. At June 30, 2012, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,345,130 and $2,404,863, respectively. We estimate the fair value of long-term debt by using current market prices and by discounting future cash flows using rates available for similar type debt (Level 2).

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

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

9. Disclosures About Derivative Instruments and Hedging Activities

The Partnership is exposed to certain market risks related to its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risks managed by derivative instruments are commodity price risk and interest rate risk. Although we use derivative financial and commodity instruments to reduce market risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes. The use of derivative instruments is controlled by our risk management and credit policies which govern, among other things, the derivative instruments the Partnership can use, counterparty credit limits and contract authorization limits. Because most of our derivative instruments generally qualify as hedges under GAAP, we expect that changes in the fair value of derivative instruments used to manage commodity or interest rate market risk would be substantially offset by gains or losses on the associated anticipated transactions.

Commodity Price Risk

In order to manage market risk associated with the Partnership’s fixed-price programs which permit customers to lock in the prices they pay for propane principally during the months of October through March, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. At June 30, 2013 and 2012, there were 177.8 million gallons and 223.0 million gallons, respectively, of propane hedged with over-the-counter price swap and option contracts that qualify for hedge accounting treatment. At June 30, 2013, the maximum period over which we are hedging propane market price risk is 19 months with a weighted average of 7 months. In addition, the Partnership from time to time enters into price swap and option agreements to reduce short-term commodity price volatility and to provide market price risk support to a limited number of its wholesale customers which are generally not designated as hedges for accounting purposes.

We account for a significant portion of our commodity price risk contracts as cash flow hedges. Changes in the fair values of contracts qualifying for cash flow hedge accounting are recorded in accumulated other comprehensive income (“AOCI”) and noncontrolling interest, to the extent effective in offsetting changes in the underlying commodity price risk, until earnings are affected by the hedged item. At June 30, 2013, the amount of net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months based upon current fair values is $14,924.

Interest Rate Risk

Our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”). We account for IRPAs as cash flow hedges. Changes in the fair values of IRPAs are recorded in AOCI, to the extent effective in offsetting changes in the underlying interest rate risk, until earnings are affected by the hedged interest expense. There are no settled or unsettled amounts relating to IRPAs at June 30, 2013.

Derivative Financial Instruments Credit Risk

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally consist of major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the forms of letters of credit, parental guarantees or cash. Although we have concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties, the maximum amount of loss due to credit risk that, based upon the gross fair values of the derivative financial instruments, we would incur if these counterparties that make up the concentration failed to perform according to the terms of their contracts was not material at June 30, 2013. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At June 30, 2013, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of June 30, 2013 and 2012:

	Derivative Assets					Derivative (Liabilities)
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		2013		2012			2013			2012
Derivatives Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments and other assets	$	424	$	2,216	Derivative financial instruments and other noncurrent liabilities	$	(15,224	)	$	(68,078	)
Derivatives Not Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments	—		8,121		Derivative financial instruments	—			(11,061		)
Total Derivatives		$	424	$	10,337		$	(15,224	)	$	(79,139	)

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and nine months ended June 30, 2013 and 2012:

Three Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(19,434	)	$	(65,853	)	$	(8,479	)	$	(14,625	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales
Nine Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(24,348	)	$	(100,616	)	$	(51,229	)	$	(33,791	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales

The amounts of derivative gains or losses representing ineffectiveness were not material for the three or nine months ended June 30, 2013 and 2012. During the three months ended June 30, 2012, the Partnership entered into propane swap and put option contracts to reduce short-term volatility in propane prices associated with a portion of its forecasted propane purchases during the months of April 2012 to August 2012. We did not account for these contracts as cash flow hedges and the changes in fair value was recorded through cost of sales in the Condensed Consolidated Statements of Operations. Net realized and unrealized losses recognized in income totaling $14,871 related to these contracts are included in the table above under the caption “Derivatives Not Designated as Hedging Instruments.”

We are also a party to a number of contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders and contracts which provide for the purchase and delivery of propane and service contracts that require the counterparty to provide commodity storage or transportation service to meet our normal sales commitments. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. 

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AMERIGAS PARTNERS, L.P.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Thousands of dollars, except per unit)

10. Error in Accounting For Certain Customer Credits

During the three months ended March 31, 2013, the Partnership identified an error in its accounting for certain customer credits. The Partnership determined that the recording of propane revenues did not appropriately consider the effects of certain customer credits which were recorded when issued in a subsequent period. As a result, beginning January 1, 2013, the Partnership changed its accounting for customer credits to record an estimate of such credits at the time propane revenues are recorded. Such estimate considers the Partnership’s history of providing credits, propane revenue activity and other factors. The Partnership has evaluated the impact of the error on prior periods and has determined that the effect is not material to any prior period financial statements. The Partnership has also evaluated and concluded that the impact of recording the effect of the correction of the error as of January 1, 2013, is not material to the financial statements for the three and six months ended March 31, 2013, nor is it expected to be material to the financial statements for Fiscal 2013. The correction of the error in accounting for customer credits had the effect of increasing propane revenues and accounts receivable by $3,600, and increasing net income attributable to AmeriGas Partners, L.P. by $3,564, for the three months ended June 30, 2013, and decreasing propane revenues and accounts receivable by $5,100, and decreasing net income attributable to AmeriGas Partners, L.P. by $5,048, for the nine months ended June 30, 2013. If the Partnership had corrected the error in its accounting for customer credits and recorded the estimate of credits as of September 30, 2012, the cumulative effect of the change as of that date would have decreased net income attributable to AmeriGas Partners, L.P. by approximately $4,200.

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AMERIGAS PARTNERS, L.P.

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

FORWARD-LOOKING STATEMENTS

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

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

These factors, and those factors set forth in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.

ANALYSIS OF RESULTS OF OPERATIONS

The following analyses compare the Partnership’s results of operations for the three months ended June 30, 2013 (“2013 three-month period”) with the three months ended June 30, 2012 (“2012 three-month period”) and the nine months ended June 30, 2013 (“2013 nine-month period”) with the nine months ended June 30, 2012 (“2012 nine-month period”).

Executive Overview

Net loss attributable to AmeriGas Partners for the 2013 three-month period was $34.6 million compared with net loss attributable to AmeriGas Partners for the 2012 three-month period of $89.4 million. Average temperatures based upon heating degree days during the 2013 three-month period were approximately normal but significantly colder than the prior-year three-month period. The lower seasonal loss includes the colder weather's impact on retail propane volumes sold, higher average retail unit margins and lower operating and administrative expenses reflecting in large part the benefits from the integration of Heritage Propane. Results for the 2013 three-month period include $9.9 million of transition costs associated with Heritage Propane while results for the prior-year period include $15.0 million of transition and acquisition costs associated with Heritage Propane.

Net income attributable to AmeriGas Partners for the 2013 nine-month period was $275.3 million compared with net income attributable to AmeriGas Partners for the 2012 nine-month period of $87.0 million. Results in the 2013 nine-month period benefited from the full-period operations of Heritage Propane which was acquired by the Partnership on January 12, 2012. Notwithstanding average temperatures that were approximately 4.1% warmer than normal, net income attributable to AmeriGas Partners increased $188.3 million principally reflecting weather that was nearly 16.8% colder than the prior-year period and the full-period benefit of Heritage Propane. The return to more normal weather in the 2013 nine-month period from the record-setting warm weather experienced in the prior-year period resulted in greater retail volumes sold. Results for the 2013 nine-month period include $20.7 million of transition costs associated with Heritage Propane while the prior-year nine-month period includes $26.9 million of

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AMERIGAS PARTNERS, L.P.

transition and acquisition costs associated with Heritage Propane.The prior-year nine-month period results also include a $13.3 million loss on extinguishments of debt.

2013 three-month period compared with 2012 three-month period

Three Months Ended June 30,	2013			2012			Increase (Decrease)
(millions of dollars)
Gallons sold (millions):
Retail	224.7			204.0			20.7			10.1	%
Wholesale	16.6			14.8			1.8			12.2	%
	241.3			218.8			22.5			10.3	%
Revenues:
Retail propane	$	500.9		$	491.5		$	9.4		1.9	%
Wholesale propane	17.5			16.0			1.5			9.4	%
Other	63.3			64.4			(1.1		)	(1.7	)%
	$	581.7		$	571.9		$	9.8		1.7	%
Total margin (a)	$	276.0		$	237.9		$	38.1		16.0	%
EBITDA (b)	$	59.1		$	1.8		$	57.3		N.M.
Operating income (loss) (b)	$	6.6		$	(48.3	)	$	54.9		N.M.
Net loss attributable to AmeriGas Partners	$	(34.6	)	$	(89.4	)	$	(54.8	)	(61.3	)%
Degree days — % colder (warmer) than normal (c)	0.5		%	(23.8		)%	—			—

 N.M. - Variance is not meaningful.

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

(b) Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net income (loss) attributable to AmeriGas Partners (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States of America (“GAAP”). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from those used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners for the relevant years. Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership which is one of UGI Corporation’s reportable segments. UGI Corporation discloses the Partnership’s EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment. EBITDA for the three months ended June 30, 2013 and 2012, includes acquisition and transition expenses of $9.9 million and $15.0 million, respectively, associated with Heritage Propane.

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

	Three Months Ended June 30,
(millions of dollars)	2013			2012
Net loss attributable to AmeriGas Partners	$	(34.6	)	$	(89.4	)
Income tax benefit	—			(0.2		)
Interest expense	41.2			41.9
Depreciation	41.7			38.3
Amortization	10.8			11.2
EBITDA	$	59.1		$	1.8

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AMERIGAS PARTNERS, L.P.

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

Retail gallons sold in the 2013 three-month period increased more than 10% from the 2012 three-month period reflecting average temperatures based upon heating degree days that were approximately normal but significantly colder than the prior-year three-month period. Based upon heating degree-day data, temperatures in the Partnership’s service territories during the 2013 three-month period averaged approximately 0.5% colder than normal while temperatures in the prior-year period averaged approximately 23.8% warmer than normal.

Retail propane revenues increased $9.4 million during the 2013 three-month period reflecting the higher retail volumes sold ($49.9 million) offset in large part by the effects of a decline in average retail selling prices ($40.5 million) which were the result of lower propane product costs. Wholesale propane revenues increased $1.5 million for the 2013 three-month period on slightly higher wholesale sales. Average daily wholesale propane commodity prices during the 2013 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 7% lower than such prices during the prior-year three-month period. Total revenues from fee income and other ancillary sales and services in the 2013 three-month period were slightly lower than in the 2012 three-month period. Total cost of sales decreased $28.3 million principally reflecting the effects on retail propane cost of sales of the lower average propane product costs ($60.1 million) partially offset by effects of the greater retail volumes sold ($30.0 million).

Total margin increased $38.1 million in the 2013 three-month period principally reflecting higher retail propane total margin ($39.4 million). The increase in retail propane total margin reflects the increase in retail volumes sold and modestly higher average retail propane unit margins.

EBITDA in the 2013 three-month period increased $57.3 million principally reflecting the higher total margin ($38.1 million) and lower operating and administrative expenses ($18.5 million) reflecting, among other things, synergies from the integration of Heritage Propane, lower self-insured liability and casualty expenses ($7.2 million), and lower Heritage Propane integration transition expenses. Operating and administrative expenses in the 2013 three-month period include $9.9 million of transition expenses associated with the integration of Heritage Propane while operating and administrative expenses in the prior-year period include Heritage Propane transition expenses of $15.0 million. Operating income increased $54.9 million in the 2013 three-month period principally reflecting the higher total margin ($38.1 million) and the lower operating and administrative expenses ($18.5 million) partially offset by increased depreciation and amortization expense ($3.0 million).

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AMERIGAS PARTNERS, L.P.

2013nine-month period compared with 2012nine-month period

Nine Months Ended June 30,	2013			2012			Increase (Decrease)
(millions of dollars)
Gallons sold (millions):
Retail	1,039.8			814.3			225.5			27.7	%
Wholesale	81.9			83.4			(1.5		)	(1.8	)%
	1,121.7			897.7			224.0			25.0	%
Revenues:
Retail propane	$	2,327.4		$	2,106.7		$	220.7		10.5	%
Wholesale propane	86.4			120.9			(34.5		)	(28.5	)%
Other	220.8			183.7			37.1			20.2	%
	$	2,634.6		$	2,411.3		$	223.3		9.3	%
Total margin (a)	$	1,264.4		$	963.5		$	300.9		31.2	%
EBITDA (b)	$	550.5		$	310.0		$	240.5		77.6	%
Operating income (b)	$	404.0		$	206.9		$	197.1		95.3	%
Net income attributable to AmeriGas Partners	$	275.3		$	87.0		$	188.3		216.4	%
Degree days — % (warmer) than normal (c)	(4.1		)%	(18.3		)%	—			—

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

(b) Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net income attributable to AmeriGas Partners (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States of America (“GAAP”). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from those used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners for the relevant years. Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership which is one of UGI Corporation’s reportable segments. UGI Corporation discloses the Partnership’s EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment. EBITDA for the nine months ended June 30, 2013 and 2012, includes acquisition and transition expenses of $20.7 million and $26.9 million, respectively, associated with Heritage Propane. EBITDA for the the nine months ended June 30, 2012 includes a pre-tax loss of $13.3 million associated with extinguishments of debt.

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

	Nine Months Ended June 30,
(millions of dollars)	2013		2012
Net income attributable to AmeriGas Partners	$	275.3	$	87.0
Income tax expense	0.5		1.0
Interest expense	124.2		103.4
Depreciation	117.7		94.6
Amortization	32.8		24.0
EBITDA	$	550.5	$	310.0

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

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AMERIGAS PARTNERS, L.P.

Results for the 2013 nine-month period reflect the full-period operations of Heritage Propane acquired in January 2012. Based upon heating degree-day data, temperatures in the Partnership’s service territories during the 2013 nine-month period averaged approximately 4.1% warmer than normal but 16.8% colder than the 2012 nine-month period. Retail gallons sold were 225.5 million gallons (27.7%) greater than in the prior-year period principally reflecting the full-period impact of the Heritage Propane operations and the colder 2013 nine-month period weather.

Retail propane revenues increased $220.7 million during the 2013 nine-month period reflecting the higher retail volumes sold ($583.4 million) partially offset by a decline in average retail selling prices ($362.7 million) which were the result of lower propane product costs. Wholesale propane revenues declined $34.5 million principally reflecting lower average wholesale propane selling prices ($32.3 million) and lower wholesale volumes sold ($2.2 million). Average daily wholesale propane commodity prices during the 2013 nine-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 28% lower than such prices during the prior-year nine-month period. Total revenues from fee income and other ancillary sales and services in the 2013 nine-month period were $37.0 million higher than in the 2012 nine-month period principally reflecting the full-period effects of Heritage Propane. Total propane cost of sales decreased $88.1 million during the 2013 nine-month period principally reflecting the effects of the lower propane commodity prices on retail propane cost of sales ($403.8 million) and lower wholesale propane cost of sales ($37.2 million) substantially offset by the effects of the greater retail volumes sold ($352.9 million). Cost of sales associated with ancillary sales and services increased $10.5 million principally reflecting the full-period effects of Heritage Propane.

Total margin increased $300.9 million in the 2013 nine-month period principally reflecting higher total propane margin ($274.3 million) and greater total margin from ancillary sales and services ($26.6 million). These increases principally reflect the incremental full-period effects of Heritage Propane, the colder 2013 nine-month period weather and, with respect to total propane margin, slightly higher 2013 nine-month period average unit margins reflecting the lower propane product costs.

EBITDA in the 2013 nine-month period increased $240.5 million principally reflecting the higher total margin ($300.9 million) and the absence of the $13.3 million loss on extinguishments of debt recorded in the prior-year period partially offset by higher operating and administrative expenses ($78.2 million) primarily attributable to the full-period effects of Heritage Propane operations. Operating and administrative expenses in the 2013 nine-month period include $20.7 million of transition expenses associated with integration of Heritage Propane while operating and administrative expenses in the prior-year period include Heritage Propane acquisition and transition-related expenses of $26.9 million. Operating income increased $197.1 million in the 2013 nine-month period principally reflecting the higher total margin ($300.9 million) partially offset by the previously mentioned greater operating and administrative expenses ($78.2 million) and increased depreciation and amortization expense ($32.0 million) reflecting in large part the full-period effects of Heritage Propane.

FINANCIAL CONDITION AND LIQUIDITY

Financial Condition

The Partnership’s debt outstanding at June 30, 2013, totaled $2,383.2 million (including current maturities of long-term debt of $10.0 million and bank loans of $80.0 million). The Partnership’s debt outstanding at September 30, 2012, totaled $2,378.0 million (including current maturities of long-term debt of $30.7 million and bank loans of $49.9 million). Total long-term debt outstanding at June 30, 2013, including current maturities, comprises $2,250.8 million of AmeriGas Partners’ Senior Notes and $52.4 million of other long-term debt.

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

At June 30, 2013, there were $80.0 million of borrowings outstanding under the Credit Agreement which are classified as bank loans on the Condensed Consolidated Balance Sheets. Issued and outstanding letters of credit under the Credit Agreement, which reduce the amount available for borrowings, totaled $54.1 million at June 30, 2013. The average daily and peak bank loan borrowings outstanding under the Credit Agreement during the 2013 nine-month period were $106.6 million and $200.5 million, respectively. The average daily and peak bank loan borrowings outstanding under the Credit Agreement during the 2012 nine-month period were $111.5 million and $239.5 million, respectively. At June 30, 2013, the Partnership’s available borrowing capacity under the Credit Agreement was $390.9 million.

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

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AMERIGAS PARTNERS, L.P.

On July 29, 2013, the General Partner’s Board of Directors approved a quarterly distribution of $0.84 per Common Unit payable on August 19, 2013, to unitholders of record on August 9, 2013. During the nine months ended June 30, 2013, the Partnership declared and paid quarterly distributions on all limited partner units at a rate of $0.84 per Common Unit for the quarter ended March 31, 2013 and $0.80 per Common Unit for the quarters ended December 31, 2012 and September 30, 2012.

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

Cash Flows

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

Cash flow provided by operating activities was $272.4 million in the 2013 nine-month period compared to $253.5 million in the 2012 nine-month period. Cash flow from operating activities before changes in operating working capital was $444.9 million in the 2013 nine-month period compared with $237.0 million in the prior-year period largely reflecting the full period effects of the operations of Heritage Propane in the current-year period and the beneficial impact of colder weather on our operating results. Cash used to fund changes in operating working capital was $172.5 million in the 2013 nine-month period compared to cash provided from changes in working capital of $16.5 million in the 2012 nine-month period. The increase in cash used to fund changes in working capital in the 2013 nine-month period reflects, among other things, greater cash needed to fund increased sales of propane and greater interest payments on long-term debt associated with the Heritage Propane acquisition. The prior-year nine-month period cash provided by operating working capital benefited from the timing of the acquisition of Heritage Propane on cash receipts from Heritage Propane customers.

Investing activities. Investing activity cash flow is principally affected by investments in property, plant and equipment, cash paid for acquisitions of businesses and proceeds from sales of assets. Cash flow used in investing activities was $75.9 million in the 2013 nine-month period compared with $1,483.4 million in the prior-year period. The 2012 nine-month period cash used in investing activities largely reflects the cash portion of the Heritage Acquisition purchase price paid, net of cash acquired. The Partnership spent $80.7 million for property, plant and equipment (comprising $34.0 million of maintenance capital expenditures, $15.7 million of capital expenditures associated with Heritage Propane integration activities and $31.0 million of growth capital expenditures) in the 2013 nine-month period compared with $70.3 million (comprising $34.5 million of maintenance capital expenditures, $4.4 million of of capital expenditures associated with Heritage Propane integration activities and $31.4 million of growth capital expenditures) in the 2012nine-month period. The increase in the 2013 nine-month period capital expenditures reflects in large part the full-period effects of the operations of Heritage Propane.

Financing activities. The Partnership’s financing activities cash flows are typically the result of repayments and issuances of long-term debt, borrowings under the Credit Agreement, issuances of Common Units and distributions on partnership interests. Cash used by financing activities was $240.1 million in the 2013 nine-month period compared with cash provided of $1,344.1 million in the prior-year period. Distributions in the 2013 nine-month period totaled $242.8 million compared with $192.6 million in the prior-year period principally reflecting the impact of a greater number of Common Units outstanding subsequent to the Heritage Acquisition and higher quarterly per-unit distribution rates.

In order to finance the cash portion of the acquisition of Heritage Propane, on January 12, 2012, AmeriGas Partners issued $550 million principal amount of the 6.75% Notes due 2020 and $1.0 billion principal amount of 7.00% Notes due 2022. During March 2012, AmeriGas Partners sold 7 million Common Units in an underwritten public offering and used a portion of the net proceeds to repay $200 million of outstanding 6.50% Senior Notes due 2021, to reduce bank loan borrowings and for general corporate purposes.

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AMERIGAS PARTNERS, L.P.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Commodity Price Risk

The risk associated with fluctuations in the prices the Partnership pays for propane is principally a result of market forces reflecting changes in supply and demand for propane and other energy commodities. The Partnership’s profitability is sensitive to changes in propane supply costs and the Partnership generally passes on increases in such costs to customers. The Partnership may not, however, always be able to pass through product cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order to reduce the volatility of the Partnership’s propane market price risk, we use contracts for the forward purchase or sale of propane, propane fixed-price supply agreements, and over-the-counter derivative commodity instruments including price swap and option contracts. Over-the-counter derivative commodity instruments utilized by the Partnership to hedge forecasted purchases of propane are generally settled at expiration of the contract. These derivative financial instruments contain collateral provisions. The fair value of unsettled commodity price risk sensitive instruments at June 30, 2013, was a loss of $14.8 million. A hypothetical 10% adverse change in the market price of propane would increase such loss by approximately $15.0 million.

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

Interest Rate Risk

The Partnership has both fixed-rate and variable-rate debt. Changes in interest rates impact the cash flows of variable-rate debt but generally do not impact their fair value. Conversely, changes in interest rates impact the fair value of fixed-rate debt but do not impact their cash flows.

Our variable-rate debt includes borrowings under the Credit Agreement. This agreement has interest rates that are generally indexed to short-term market interest rates. The remainder of our debt outstanding is subject to fixed rates of interest. Our long-term debt is typically issued at fixed rates of interest based upon market rates for debt having similar terms and credit ratings. As these long-term debt issues mature, we may refinance such debt with new debt having interest rates reflecting then-current market conditions. This debt may have an interest rate that is more or less than the refinanced debt. In order to reduce interest rate risk associated with forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements. There were no settled or unsettled amounts relating to interest rate protection agreements at June 30, 2013.

Derivative Financial Instruments Credit Risk

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally consist of major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the form of letters of credit, parental guarantees or cash.

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AMERIGAS PARTNERS, L.P.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

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

(b)Change in Internal Control over Financial Reporting

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

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AMERIGAS PARTNERS, L.P.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

BP America Production Company v. Amerigas Propane, L.P. On July 15, 2011, BP America Production Company (“BP”) filed a complaint against AmeriGas OLP in the District Court of Denver County, Colorado, alleging, among other things, breach of contract and breach of the covenant of good faith and fair dealing relating to amounts billed for certain goods and services provided to BP since 2005 (the “Services”). The Services relate to the installation of propane-fueled equipment and appliances, and the supply of propane, to approximately 400 residential customers at the request of and for the account of BP. Effective June 20, 2013, we entered into a settlement agreement with BP and the lawsuit has been dismissed.

ITEM 1A. RISK FACTORS

In addition to the other information presented in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Partnership. Other unknown or unpredictable factors could also have material adverse effects on future results.

ITEM 6. EXHIBITS

The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing):

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AMERIGAS PARTNERS, L.P.

Exhibit No.	Exhibit	Registrant	Filing	Exhibit
1.1	Underwriting Agreement, dated July 9, 2013, by and among the Partnership, AmeriGas Propane, Inc., AmeriGas Propane, L.P., the Selling Unitholder, Morgan Stanley & Co. LLC, Barclays Capital Inc., UBS Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.	AmeriGas Partners, L.P.	Form 8-K (7/9/2013)	1.1
10.1	AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
10.2	AmeriGas Propane, Inc. Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
10.3	UGI Corporation Senior Executive Employee Severance Plan, as amended and restated as of November 16, 2012.	UGI	Form 10-Q (6/30/2013)	10.1
31.1	Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL.Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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AMERIGAS PARTNERS, L.P.

SIGNATURES

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

		AMERIGAS PARTNERS, L.P.
		(Registrant)
		By:	AmeriGas Propane, Inc.
			as General Partner
Date:	August 2, 2013	By:	/s/ Hugh J. Gallagher
			Hugh J. Gallagher
			Vice President - Finance and Chief Financial Officer
Date:	August 2, 2013	By:	/s/ Robert J. Cane
			Robert J. Cane
			Controller and Chief Accounting Officer

- 27 -

AMERIGAS PARTNERS, L.P.

EXHIBIT INDEX

10.1	AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
10.2	AmeriGas Propane, Inc. Executive Employee Severance Plan, as amended and restated as of November 15, 2012.
31.1	Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2013, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

EX-10.1

EXHIBIT 10.1

AMERIGAS PROPANE, INC.

SENIOR EXECUTIVE EMPLOYEE

SEVERANCE PLAN

As amended as of November 15, 2012

AMERIGAS PROPANE, INC.

SENIOR EXECUTIVE EMPLOYEE

SEVERANCE PLAN

TABLE OF CONTENTS

Page

Article I	Purpose and Term of Plan	1
Article II	Definitions	2
Article III	Participation and Eligibility for Benefits	6
Article IV	Benefits	8
Article V	Method and Duration of Benefit Payments	11
Article VI	Administration	12
Article VII	Amendment and Termination	14
Article VIII	Duties of the Company	15
Article IX	Claims Procedures	16
Article X	Miscellaneous	18
Appendix A	Change in Control	A-1

i

ARTICLE I

PURPOSE AND TERM OF PLAN

Section 1.01Purpose of the Plan. This Senior Executive Employee Severance Plan is applicable to Executive Employees (as defined below) of AmeriGas Propane, Inc. and its Affiliates (as defined below). The Plan is intended to help alleviate financial hardships that may be experienced by Executive Employees whose employment is involuntary terminated. The Plan is intended to be a “severance pay plan” for purposes of ERISA (as defined below). The benefits paid by the Plan are not deferred compensation, and no employee shall have a vested right to such benefits. The Plan has been drafted to give the Company (as defined below) broad discretion in designating individuals who are eligible for benefits and the amount of such benefits. All actions taken by the Company shall be in its role as the plan sponsor and not as a fiduciary.

Section 1.02Term of the Plan. The Plan has been amended and restated as of November 15, 2012. The Plan will continue until such time as the Company, acting in its sole discretion, elects to modify, supersede or terminate it in accordance with the further provisions hereof.

1

ARTICLE II

DEFINITIONS

Section 2.01“Administrative Committee” shall mean the administrative committee designated pursuant to Article VI of the Plan to administer the Plan in accordance with its terms, or its delegate.

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

Section 2.03“Annual Compensation” shall mean the Participant’s annual base salary and applicable target annual bonus amount (if any) in effect on the Participant’s Employment Termination Date.

Section 2.04“Benefit” or “Benefits” shall mean any or all of the benefits that a Participant is entitled to receive pursuant to Article IV of the Plan.

Section 2.05“Board of Directors” shall mean the Board of Directors of the Company, or any successor thereto.

Section 2.06“Change in Control” shall mean a change of control of the Company or UGI Corporation as defined in the attached Appendix A, as amended from time to time by the Committee, in its discretion.

Section 2.07“Change in Control Agreement” shall mean a written Change in Control Agreement between an employee and the Company or an Affiliate.

Section 2.08“Chief Executive Officer” shall mean the individual serving as the Chief Executive Officer of the Company as of the date of reference.

Section 2.09“COBRA Cost” shall mean the applicable premium under section 4980B(f)(4) of the Code for continued medical and dental COBRA coverage under the benefit plans of the Company or an Affiliate.

Section 2.10“COBRA Coverage” shall mean continued medical and dental coverage under the benefit plans of the Company or an Affiliate, as determined under section 4980B of the Code.

Section 2.11“Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 2.12“Company” shall mean AmeriGas Propane, Inc. and any corporation succeeding to the business of AmeriGas Propane, Inc. by merger, consolidation, liquidation, purchase of assets or stock or similar transaction.

2

Section 2.13“Compensation Committee” shall mean the Compensation/Pension Committee of the Board of Directors.

Section 2.14“Employment Commencement Date” shall mean the most recent date on which a Participant became an employee of the Company or an Affiliate of the Company or, if the Company determines that service before an acquisition shall be taken into account, the most recent date on which a Participant became an employee of an entity whose business or assets have been acquired by the Company or an Affiliate.

Section 2.15“Employment Termination Date” shall mean the date on which the Participant separates from service with the Company and its Affiliates within the meaning of section 409A of the Code.

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

Section 2.17“Executive Annual Bonus Plan” shall mean the AmeriGas Propane, Inc. Executive Annual Bonus Plan as in effect from time to time.

Section 2.18“Executive Employee” shall mean any of the following employees who are employed in the United States:

(a)An executive level employee of the Company who participates in the Executive Annual Bonus Plan and who has a Change in Control Agreement in effect with the Company or an Affiliate; or

(b)An executive level employee of the Company or an Affiliate who is employed in the United States and who is designated in writing by the Compensation Committee as eligible to participate in this Plan.

Notwithstanding the foregoing, if an employee is employed by more than one company within the UGI Corporation controlled group and if the Company is not the employee’s primary employer, the employee shall not be eligible to participate in this Plan, unless otherwise designated in writing by the Compensation Committee. In no event shall any of the following persons be considered an employee for purposes of the Plan: (i) employees who are employed outside the United States, (ii) independent contractors, (iii) persons performing services pursuant to an arrangement with a third party leasing organization, (iv) any person whom the Company determines, in its sole discretion, is not a common law employee, whether or not any such person is later determined to have been a common law employee of the Company or an Affiliate, or (v) employees who are eligible to participate in another severance plan maintained by the Company or an Affiliate.

Section 2.19“Executive Equity Plan” shall mean any long-term equity incentive plan of the Company or any of its Affiliates, including without limitation the UGI Corporation 2004 Omnibus Equity Compensation Plan, the UGI Corporation 2013 Omnibus Incentive

3

Compensation Plan, the AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan, and the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan.

Section 2.20“Just Cause” shall mean dismissal of an Executive Employee due to (i) misappropriation of funds, (ii) substance abuse or habitual insobriety that adversely affects the Executive Employee’s ability to perform his or her job, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties. Disputes with respect to whether Just Cause exists shall be resolved in accordance with Article IX.

Section 2.21“Key Employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under section 409A of the Code, as determined by the Compensation Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Compensation Committee or its delegate in accordance with the provisions of section 409A of the Code and the regulations issued thereunder.

Section 2.22“Month of Service” shall mean each calendar month (with each partial month counted as a full month) of continuous service with the Company and its Affiliates beginning on the Participant’s Employment Commencement Date and ending on the Participant’s Employment Termination Date. Months of Service with an entity whose business or assets have been acquired by the Company or an Affiliate shall be counted only if so determined by the Company.

Section 2.23“Monthly Compensation” shall mean the Participant’s Annual Compensation divided by 12.

Section 2.24“Paid Notice” shall mean the cash amount payable to a Participant in lieu of notice as determined pursuant to Section 4.01(a).

Section 2.25“Participant” shall mean any Executive Employee who receives Benefits under the Plan.

Section 2.26“Plan” shall mean the AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as set forth herein, and as the same may from time to time be amended.

Section 2.27“Plan Year” shall mean each fiscal year of the Company during which this Plan is in effect.

Section 2.28“Postponement Period” shall mean, for a Key Employee, the period of six months after separation from service (or such other period as may be required by section 409A of the Code), during which deferred compensation may not be paid to the Key Employee under section 409A of the Code.

Section 2.29“Release” shall mean a release and discharge of the Company, all of its Affiliates, and all affiliated persons and entities from any and all claims, demands and causes of

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action, other than as to amounts or benefits due to the Participant under any qualified employee retirement plan of the Company or an Affiliate, which shall be in such form as may be proscribed by the Company, acting as Plan sponsor and not as a fiduciary, from time to time and with such modifications as the Company deems appropriate for the Participant’s particular situation.

Section 2.30“Restricted Awards” shall mean restricted stock, stock units, performance units, restricted units, dividend equivalents, distribution equivalents and other equity-based awards, other than stock options, that are granted to a Participant under an Executive Equity Plan.

Section 2.31“Salary Continuation Period” shall mean (i) the number of months of Paid Notice plus (ii) one business day for each month that is included in the Participant’s Months of Service, up to a maximum of one year. Each calendar week is considered to consist of five business days for this purpose.

Section 2.32“Separation Pay” shall mean the cash amount payable to a Participant as determined pursuant to Section 4.01(b).

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ARTICLE III
PARTICIPATIONAND ELIGIBILITY FOR BENEFITS

Section 3.01General Eligibility Requirement. In its sole discretion, acting in its role as Plan sponsor and not as a fiduciary, the Company may grant a Benefit under this Plan to any Executive Employee whose employment is terminated by the Company or an Affiliate other than for Just Cause, death, or continuous illness, injury or incapacity for a period of six consecutive months. Notwithstanding anything herein to the contrary, an Executive Employee will not be considered to have incurred a termination by the Company or an Affiliate for purposes of this Plan if his or her employment is discontinued due to voluntary resignation or the expiration of a leave of absence, as determined by the Company, acting in its role as Plan sponsor and not as a fiduciary. In addition, the Executive Employee must meet the requirements of Section 3.03 in order to receive a Benefit under this Plan.

Section 3.02Substantially Comparable Employment. Notwithstanding anything herein to the contrary, no Benefits shall be due hereunder to an Executive Employee in connection with the disposition of a business, division or affiliated company by the Company or an Affiliate if substantially comparable terms of employment, as determined by the Company, have been offered to the Executive Employee by the transferee; provided, however, that the Company, acting in its role as Plan sponsor and not as a fiduciary, may determine that the Company or an Affiliate will provide some or all of the Benefits to an Executive Employee whose employment with the Company and its Affiliates is terminated as described in Section 3.01. For purposes of this Plan, “substantially comparable terms of employment” shall mean an executive level position with (i) no reduction in the Executive Employee’s annual base salary as of the date of the transaction, and (ii) no material change in the geographic location at which the Executive Employee must perform services (which, for purposes of this Plan, means a location that is not more than 50 miles from the Executive Employee’s principal place of business immediately before the transaction).

Section 3.03Conditions to Entitlement to Benefits.

(a)As further conditions to entitlement to Benefits under the Plan, all Participants must, prior to the payment of any Benefits due hereunder, (i) sign and not rescind or contest the enforceability of a Release; (ii) ratify any patent assignment, confidentiality, non-solicitation, non-competition and other post-employment activities agreement in effect between the Participant and the Company or an Affiliate; (iii) return to the Company and its Affiliates any and all property of the Company and its Affiliates held by the Participant, including, but not limited to, all reports, manuals, memoranda, computer disks, tapes and data made available to the Participant during the performance of the Participant’s duties, including all copies; (iv) hold confidential any and all information concerning the Company and its Affiliates, whether with respect to its business, subscribers, providers, customers, operations, finances, employees, contractors, or otherwise; and (v) cooperate fully with the Company and its Affiliates to complete the transition of matters with which the Participant is familiar or responsible to other employees and make himself or herself available to answer questions or assist in matters which may require

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attention after the Participant’s Employment Termination Date. Notwithstanding the foregoing, accrued vacation described in Section 4.01(d) shall be paid without regard to the Participant’s execution of a Release, to the extent required by applicable state law.

(b)If the Administrative Committee determines, in its sole discretion, that the Participant has violated one or more of the foregoing conditions to entitlement to Benefits, the Administrative Committee may determine that the Participant will not receive the Benefits or the Company may discontinue the payment of Benefits under the Plan. Any remedy under this Section 3.03 shall be in addition to, and not in place of, any other remedy the Company and its Affiliates may have, at law or otherwise.

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ARTICLE IV

BENEFITS

Section 4.01Amount of Immediate Cash Benefit. The Company, acting in its role as Plan sponsor and not as a fiduciary, shall determine which Executive Employees shall be awarded a Benefit hereunder and the amount of any such Benefit. The Company may take into account any factors it determines to be relevant in deciding which Executive Employees shall be awarded Benefits and the amount of such Benefits, and need not apply its determinations in a uniform manner to terminated Executive Employees similarly situated. All such decisions shall be final, binding and conclusive with respect to the Executive Employee. Unless the Company determines otherwise, subject in all events to Section 3.03, the amount to be paid to a Participant eligible to receive Benefits under Section 3.01 hereof upon the Participant’s separation from service shall be paid in a lump sum as provided in Section 5.01 hereof and shall equal the sum of the amounts described in subsections (a) through (d), less the amount described in subsection (e) and subject to subsection (g), except that any payment under paragraph (c) below will be excluded from the lump sum payment and paid separately as provided below:

(a)Paid Notice as follows:

(i)In the case of the Chief Executive Officer, an amount of Paid Notice equal to 12 months of the Chief Executive Officer’s Monthly Compensation.

(ii)In the case of all other Participants, an amount of Paid Notice equal to six months of the Participant’s Monthly Compensation, unless otherwise designated in writing by the Company.

(b)An amount of Separation Pay equal to one day’s pay (calculated by dividing the Participant’s Annual Compensation by 260) for each Month of Service; provided, however, that such amount shall not exceed 100% of the Participant’s Annual Compensation.

(c)The Administrative Committee may determine in its sole discretion that an annual bonus will be paid for the year of termination. The Administrative Committee may take into account factors such as Company and Affiliate performance, individual performance and the portion of the year elapsed prior to the Employment Termination Date. The annual bonus shall not exceed a pro rata portion of the Participant’s target annual bonus for the year of termination. The bonus, if any, shall be paid within 60 days after the Employment Termination Date, unless the Executive Annual Bonus Plan in effect for the year specifically provides otherwise with respect to termination of employment. If a bonus is payable to the Participant under the Executive Annual Bonus Plan for the year of termination, no bonus will be payable under this Plan.

(d)An amount equal to the Participant’s earned and accrued vacation entitlement, including banked vacation time, and personal holidays through the Participant’s Employment Termination Date.

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(e)If the Participant’s employment with the Company and its Affiliates terminates before a Change in Control, the cash amount computed in subsections (a) through (c) above shall be reduced by the amount of cash and the fair market value of any stock, partnership units or other property that is payable to the Participant under Restricted Awards after the Participant’s termination of employment, as determined by the Company, provided that the Restricted Awards are not considered deferred compensation under section 409A of the Code. In order to implement this reduction, if the Company cannot determine the amount payable under Restricted Awards at the Participant’s Employment Termination Date, any amounts payable under such Restricted Awards shall be reduced by the amount of the Benefit paid under subsections (a) through (c) above, provided the Restricted Awards are not considered deferred compensation under section 409A of the Code. In no event shall a Participant be required to return to the Company or an Affiliate any amounts previously paid under this Plan.

(f)The reduction described in subsection (e) shall not apply if the Participant’s employment with the Company and its Affiliates terminates at or after a Change in Control. In addition, the reduction described in subsection (e) shall not apply to any Restricted Awards for which all requirements for payment have been met before the Participant’s Employment Termination Date (for example, if the restriction period for a Restricted Award ends on December 31, 2013, the Restricted Award is payable on February 1, 2014 and the Participant’s employment is terminated on January 15, 2014, the Restricted Award shall not be reduced by the Benefits under this Plan).

(g)Notwithstanding the foregoing, the minimum payment calculated under subsections (a) through (d) above shall not be less than one year of the Participant’s annual base salary in effect at the beginning of the quarter immediately preceding the Employment Termination Date, without regard to the target bonus.

Section 4.02Executive Benefits.

(c)If a Participant receives Benefits under Section 4.01, the Company shall pay to the Participant a single lump sum payment, as provided in Section 5.01 and subject to Section 3.03, equal to the COBRA Cost that the Participant would incur if the Participant continued medical and dental coverage under the Company’s benefit plans through the end of the Salary Continuation Period, based on the benefits in effect for the Participant (and where applicable, his or her spouse and dependents) at the Participant’s Employment Termination Date, less the amount that the Participant would be required to contribute for medical and dental coverage if such Participant were an active employee. The cash payment shall include an additional payment equal to 75% of the lump sum payment described in the preceding sentence.

(d)A Participant who receives Benefits under Section 4.01 may elect continuation coverage under the Company’s applicable medical and dental plans during the Salary Continuation Period by paying the COBRA Cost of such coverage, provided such continued coverage would not result in adverse tax consequences to the Participant, Company or an Affiliate and provided such continued coverage is permitted under the applicable medical and dental plans. If the Participant elects such coverage,the Participant shall be responsible for paying the COBRA Cost of such coverage during the Salary Continuation Period in order to be

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eligible for the coverage. Notwithstanding anything herein to the contrary, any such continued coverage shall be discontinued if, and at the time, the Participant obtains other employment and becomes eligible to participate in the plan of, or is provided similar coverage by, a new employer. Any applicable conversion rights shall be provided to the Participant at the time coverage ceases.COBRA Coverage shall run concurrently with the Salary Continuation Period, and nothing in this Section shall limit the Employee’s right to elect COBRA Coverage for the full period permitted by law.

(e)If a Participant who receives Benefits under Section 4.01 is entitled to receive tax preparation services immediately before his or her termination of employment, the Participant shall be entitled to receive tax preparation services for the final calendar year of his or her employment under the terms of the Company’s tax preparation reimbursement policy. The Company shall reimburse the Participant for the services within 60 days following the Company’s receipt of proof of payment for the services, but in no event later than December 31 of the calendar year following the calendar year in which the expense is incurred, provided that the Company receives proof of payment for the services at least 60 days before such December 31.

(f)The Company shall provide to each Participant who receives benefits under Section 4.01 outplacement services for up to 12 months following his or her Employment Termination Date through a vendor selected by the Company.

Section 4.03Retirement Plans. This Plan shall not govern and shall in no way affect the Participant’s interest in, or entitlement to benefits under, any of the qualified retirement plans of the Company or an Affiliate and any payments received under any such plan shall not affect a Participant’s right to any Benefit hereunder.

Section 4.04Effect on Other Benefits.

(a)After a Participant’s termination of employment, the Participant shall not accrue benefits under any benefit plan of the Company or an Affiliate, and a terminated Participant shall not accrue vacation days, paid holidays, paid sick days or other benefits for any part of the Salary Continuation Period.

(b)Notwithstanding anything in this Plan to the contrary, no benefits shall be paid under this Plan if the Participant receives severance benefits under a Change in Control Agreement or any other severance agreement or arrangement with the Company or an Affiliate.

(c)Notwithstanding anything herein to the contrary, the Benefits payable under this Plan to any Participant may be reduced by any and all payments required to be made by the Company or an Affiliate under federal, state and local law, including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et. seq. or under any employment agreement or special severance arrangement, as determined by the Company, acting as Plan sponsor and not as a fiduciary.

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ARTICLE V

METHOD AND DURATION OF BENEFIT PAYMENTS

Section 5.01Method of Payment. The cash Benefit to which a Participant is entitled, pursuant to Article IV, shall be paid in a lump sum payment. Payment shall be made within 60 days following the Participant’s Employment Termination Date, subject to the fulfillment of all conditions for payment of the Benefit set forth in Section 4.01 and compliance with all requirements of Section 3.03. Payment shall be made by mail to the last address provided by the Participant to the Company or an Affiliate. All payments under the Plan are subject to applicable federal, state and local taxes.

Section 5.02Section 409A.

(a)Notwithstanding any provision of the Plan to the contrary, if required by section 409A of the Code and if a Participant is a Key Employee, no Benefits shall be paid to the Participant during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is required to be delayed for the Postponement Period under section 409A, the accumulated amounts withheld on account of section 409A of the Code shall be paid in a lump sum payment within 30 days after the end of the Postponement Period. If the Participant dies during the Postponement Period prior to the payment of Benefits, the amounts withheld on account of section 409A of the Code shall be paid to the Participant’s estate within 60 days after the Participant’s death.

(b)This Agreement is intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under section 409A of the Code. Notwithstanding anything in this Plan to the contrary, if required by section 409A, payments may only be made under this Plan upon an event and in a manner permitted by section 409A, to the extent applicable. As used in the Plan, the term “termination of employment” shall mean the Participant’s separation from service with the Company and its Affiliates within the meaning of section 409A and the regulations promulgated thereunder. For purposes of section 409A, the right to a series of payments under the Plan shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of section 409A of the Code. In no event may a Participant designate the year of payment for any amounts payable under the Plan. Notwithstanding any provision of the Plan to the contrary, if the payments and benefits provided for under the Plan are subject to section 409A, in no event shall the timing of a Participant’s execution of the Release, directly or indirectly, result in the Participant designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Section 5.03Payments After Death. If a Participant dies after separation from service and before the Participant has received any Benefit that the Participant is entitled to receive under Article IV, any unpaid Benefit that the Participant would otherwise have received shall be payable to the Participant’s estate.

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ARTICLE VI

ADMINISTRATION

Section 6.01Appointment. The Administrative Committee shall consist of one or more persons appointed by the Compensation Committee. Administrative Committee members may be, but need not be, employees of the Company.

Section 6.02Tenure. Administrative Committee members shall serve at the pleasure of the Compensation Committee. Administrative Committee members may resign at any time on ten days’ written notice, and Administrative Committee members may be discharged, with or without cause, at any time by the Compensation Committee.

Section 6.03Authority and Duties. It shall be the duty of the Administrative Committee, on the basis of information supplied to it by the Company, to determine the eligibility of each Participant for Benefits under the Plan, to determine the amount of Benefits to which each such Participant may be entitled, and to determine the manner, time of payment and other requirements of payment of Benefits consistent with the provisions hereof. The Company shall make such payments as are certified to it by the Administrative Committee to be due to Participants. The Administrative Committee shall have the full power and discretionary authority to construe, interpret and administer the Plan, to correct deficiencies therein, and to supply omissions. All decisions, actions, and interpretations of the Administrative Committee shall be final, binding, and conclusive upon the parties. The Administrative Committee may delegate ministerial and other responsibilities to one or more employees of the Company or its Affiliates.

Section 6.04Action by the Administrative Committee. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at a meeting of the Administrative Committee. Any action of the Administrative Committee may be taken upon the affirmative vote of a majority of the members of the Administrative Committee at a meeting, or at the direction of the Chairperson, without a meeting, by mail, telephone, or electronic communication; provided that all of the members of the Administrative Committee are informed of their right to vote on the matter before the Administrative Committee and of the outcome of the vote thereon.

Section 6.05Officers of the Administrative Committee. The Administrative Committee shall designate one of its members to serve as Chairperson thereof. The Administrative Committee shall also designate a person to serve as Secretary of the Administrative Committee, which person may be, but need not be, a member of the Administrative Committee.

Section 6.06Compensation of the Administrative Committee. Members of the Administrative Committee shall receive no compensation for their services as such. However, all reasonable expenses of the Administrative Committee shall be paid or reimbursed by the Company upon proper documentation. The Company shall indemnify members of the Administrative Committee against personal liability for actions taken in good faith in the discharge of their respective duties as members of the Administrative Committee.

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Section 6.07Records, Reporting, and Disclosure. The Administrative Committee shall keep all individual and group records relating to Participants and former Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Company and its Affiliates and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Administrative Committee shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company or an Affiliate, as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts which may be similarly reportable).

Section 6.08Actions of the Administrative Committee. All determinations made by the Administrative Committee under the Plan shall be made solely at the discretion of the Administrative Committee. The exercise of discretion by the Administrative Committee need not be uniformly applied to similarly situated Participants and shall be final and binding on each Participant or beneficiary to whom the determination is directed.

Section 6.09Benefits of the Chief Executive Officer. Notwithstanding the foregoing, the Compensation Committee shall serve as the Administrative Committee under the Plan with respect to the Chief Executive Officer of the Company. The Compensation Committee shall make all determinations with respect to the Chief Executive Officer as to any matter that directly pertains to, or affects, the Chief Executive Officer.

Section 6.10Bonding. The Administrative Committee shall arrange any bonding that may be required by law, but no amount in excess of the amount required by law (if any) shall be required by the Plan.

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ARTICLE VII

AMENDMENT AND TERMINATION

Section 7.01Amendment, Suspension and Termination. The Company, by action of its Board of Directors or the Compensation Committee, retains the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason, and without either the consent of or the prior notification to any Participant. No such amendment shall give the Company or an Affiliate the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation and discontinuance of payments of Benefits to any person or persons under the Plan already receiving Benefits.

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ARTICLE VIII
DUTIES OF THE COMPANY

Section 8.01Records. The Company shall supply to the Administrative Committee all records and information necessary to the performance of the Administrative Committee’s duties.

Section 8.02Payment. The Company shall make payments from its general assets to Participants in accordance with the terms of the Plan, as directed by the Administrative Committee.

Section 8.03Discretion, Delegation.

(a)Any decisions, actions or interpretations to be made under the Plan by the Company shall be made in its sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals, and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties.

(b)The Company may take actions under the Plan by action of its Board of Directors or the Compensation Committee, or by action of any officer or committee to whom any of the Company’s authority with respect to the Plan shall have been delegated. The Compensation Committee shall be authorized to take all Company actions under the Plan with respect to the Chief Executive Officer.

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ARTICLE IX

CLAIMS PROCEDURES

Section 9.01Application for Benefits. Participants who believe they are eligible for benefits under this Plan may apply for such benefits by completing and filing with the Administrative Committee an application for benefits on a form supplied by the Administrative Committee. Before the date on which benefit payments commence, each such application must be supported by such information as the Administrative Committee deems relevant and appropriate.

Section 9.02Claim. A terminated employee may contest his or her eligibility for the amount of benefit awarded by completing and filing with the Administrative Committee a written request for review in the manner specified by the Administrative Committee. Each such application must be supported by such information as the Administrative Committee deems relevant and appropriate. The Administrative Committee will review the claim and provide notice to the terminated employee, in writing, within 90 days after the claim is filed unless special circumstances require an extension of time for processing the claim. In no event shall the extension exceed a period of 90 days from the end of the initial period. In the event that any claim for benefits is denied in whole or in part, the terminated employee whose claim has been so denied shall be notified of such denial in writing by the Administrative Committee. The notice advising of the denial shall be written in a manner calculated to be understood by the terminated employee and shall set forth: (i) specific references to the pertinent Plan provisions on which the denial is based; (ii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation as to why such information is necessary; and (iii) an explanation of the Plan's claim procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal.

Section 9.03Appeals of Denied Claims for Benefits. All appeals shall be made by the following procedure:

(a)The terminated employee whose claim has been denied shall file with the Administrative Committee a notice of appeal of the denial. Such notice shall be filed within 60 days of notification by the Administrative Committee of the claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b)The claimant or his duly authorized representative may:

(i)request a review upon written notice to the Administrative Committee;

(ii)examine the Plan and obtain, upon request and without charge, copies of all information relevant to the claimant’s appeal; and

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(iii)submit issues and comments in writing.

(c)The Named Appeals Fiduciary (as described in Section 9.04) shall issue a decision no later than 60 days after receipt of a request for review unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the terminated employee’s notice of appeal.

(d)The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.

(e)The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement setting forth:

(i)specific reasons for the decision, written in a manner calculated to be understood by the claimant;

(ii)specific references to the pertinent Plan provisions on which the decision is based;

(iii)the claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv)the claimant’s right to bring a civil action under section 502(a) of ERISA.

Section 9.04Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary shall be the person or persons named as such by the Compensation Committee, or, if no such person or persons be named, then the person or persons named by the Administrative Committee as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Compensation Committee, and any Named Appeals Fiduciary named by the Administrative Committee may be removed by the Administrative Committee. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

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ARTICLE X

MISCELLANEOUS

Section 10.01Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which the Participant may expect to receive, contingently or otherwise, under this Plan.

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

Section 10.03Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

Section 10.04Successors, Heirs, Assigns, and Personal Representatives. This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future. If a Change in Control occurs, unless the Compensation Committee directs otherwise before the Change in Control, the Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or a division or Affiliate thereof, (i) to acknowledge expressly that this Plan is binding upon and enforceable against such successor in accordance with the terms hereof, (ii) to become jointly and severally obligated with the Company to perform the obligations under this Plan, and (iii) to agree not to amend or terminate the Plan for a period of one year after the Change in Control without the consent of the affected Participant.

Section 10.05Unfunded Plan. The Plan shall not be funded. The Company may, but shall not be required to, set aside or designate an amount necessary to provide the Benefits specified herein (including the establishment of trusts). In any event, no Participant shall have any right to, or interest in, any assets of the Company or an Affiliate which may be applied by the Company or an Affiliate to the payment of Benefits.

Section 10.06Payments to Incompetent Persons. Any Benefit payable to or for the benefit of an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, its

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Affiliates, the Administrative Committee, the Compensation Committee and all other parties with respect thereto.

Section 10.07Controlling Law. This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, to the extent not preempted by Federal law, without giving effect to any Pennsylvania choice of law provisions.

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APPENDIX ACHANGE IN CONTROL

For purposes of this Plan, the term “Change in Control,” and defined terms used in the definition of “Change in Control,” shall have the following meanings:

1.“Change in Control” shall mean:

(a)Any Person (except UGI, any Subsidiary of UGI, any employee benefit plan of UGI or of any Subsidiary of UGI, or any Person or entity organized, appointed or established by UGI for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner in the aggregate of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of UGI (the “Outstanding UGI Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of UGI entitled to vote generally in the election of directors (the “UGI Voting Securities”); in either case unless the members of UGI’s Executive Committee in office immediately prior to such acquisition determine within five business days of the receipt of actual notice of such acquisition that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(b)Individuals who, as of the beginning of any twenty-four (24) month period, constitute the UGI Board of Directors (the “Incumbent UGI Board”) cease for any reason to constitute at least a majority of the Incumbent UGI Board, provided that any individual becoming a director of UGI subsequent to the beginning of such period whose election or nomination for election by the UGI stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent UGI Board shall be considered as though such individual were a member of the Incumbent UGI Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of UGI (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c)Completion by UGI of a reorganization, merger or consolidation (a “Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective Beneficial Owners of the Outstanding UGI Common Stock and UGI Voting Securities immediately prior to such Business Combination do not, following such Business Combination, Beneficially Own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding UGI Common Stock and UGI Voting Securities, as the case may be; in either case unless the members of UGI’s Executive Committee in office immediately prior to such Business Combination determine at the time of such Business

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Combination that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(d)Completion of (a) a complete liquidation or dissolution of UGI or (b) sale or other disposition of all or substantially all of the assets of UGI other than to a corporation with respect to which, following such sale or disposition, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding UGI Common Stock and UGI Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding UGI Common Stock and UGI Voting Securities, as the case may be, immediately prior to such sale or disposition; in either case unless the members of UGI’s Executive Committee in office immediately prior to such sale or disposition determine at the time of such sale or disposition that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(e)Completion by the Company, Public Partnership or the Operating Partnership of a reorganization, merger or consolidation (a “Propane Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective Beneficial Owners of the Company’s voting securities or of the outstanding units of AmeriGas Partners, L.P. (“Outstanding Units”) immediately prior to such Propane Business Combination do not, following such Propane Business Combination, Beneficially Own, directly or indirectly, (a) if the entity resulting from such Propane Business Combination is a corporation, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of such corporation in substantially the same proportion as their ownership immediately prior to such Combination of the Company’s voting securities or the Outstanding Units, as the case may be, or, (b) if the entity resulting from such Propane Business Combination is a partnership, more than fifty percent (50%) of the then outstanding common units of such partnership in substantially the same proportion as their ownership immediately prior to such Propane Business Combination of the Company’s voting securities or the Outstanding Units, as the case may be; or

(f)Completion of (a) a complete liquidation or dissolution of the Company, the Public Partnership or the Operating Partnership or (b) sale or other disposition of all or substantially all of the assets of the Company, the Public Partnership or the Operating Partnership other than to an entity with respect to which, following such sale or disposition, (I) if such entity is a corporation, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Company’s voting securities or of the Outstanding Units, as the case may be,

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immediately prior to such sale or disposition, or, (II) if such entity is a partnership, more than fifty percent (50%) of the then outstanding common units is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Company’s voting securities or of the Outstanding Units immediately prior to such sale or disposition; or

(g)UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding general partnership interests of the Public Partnership or the Operating Partnership; or

(h)UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding shares of common stock of the Company or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; or

(i)The Company is removed as the general partner of the Public Partnership by vote of the limited partners of the Public Partnership, or is removed as the general partner of the Public Partnership or the Operating Partnership as a result of judicial or administrative proceedings involving the Company, the Public Partnership or the Operating Partnership.

2.“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

3.A Person shall be deemed the “Beneficial Owner” of any securities: (i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of any security under this clause (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that are

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beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause (ii) above) or disposing of any securities; provided, however, that nothing in this Section 1(c) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition.

4.“Operating Partnership” shall mean AmeriGas Propane, L.P.

5.“Public Partnership” shall mean AmeriGas Partners, L.P.

6.“Person” shall mean an individual or a corporation, partnership, trust, unincorporated organization, association, or other entity.

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

8.“UGI” shall mean UGI Corporation.

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EX-10.2

EXHIBIT 10.2

AMERIGAS PROPANE, INC.

EXECUTIVE EMPLOYEE SEVERANCE PLAN

As amended as of November 15, 2012

AMERIGAS PROPANE, INC.

EXECUTIVE EMPLOYEE

SEVERANCE PLAN

TABLE OF CONTENTS

Page

Article I	Purpose and Term of Plan	1
Article II	Definitions	2
Article III	Participation and Eligibility for Benefits	6
Article IV	Benefits	8
Article V	Method and Duration of Benefit Payments	11
Article VI	Administration	12
Article VII	Amendment and Termination	14
Article VIII	Duties of the Company	15
Article IX	Claims Procedures	16
Article X	Miscellaneous	18
Appendix A	Change in Control	A-1

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ARTICLE I

PURPOSE AND TERM OF PLAN

Section 1.01Purpose of the Plan. This Executive Employee Severance Plan is applicable to Executive Employees (as defined below) of AmeriGas Propane, Inc. and its Affiliates (as defined below). The Plan is intended to help alleviate financial hardships that may be experienced by Executive Employees whose employment is involuntary terminated. The Plan is intended to be a “severance pay plan” for purposes of ERISA (as defined below). The benefits paid by the Plan are not deferred compensation, and no employee shall have a vested right to such benefits. The Plan has been drafted to give the Company (as defined below) broad discretion in designating individuals who are eligible for benefits and the amount of such benefits. All actions taken by the Company shall be in its role as the plan sponsor and not as a fiduciary.

Section 1.02Term of the Plan. The Plan has been amended and restated as of November 15, 2012. The Plan will continue until such time as the Company, acting in its sole discretion, elects to modify, supersede or terminate it in accordance with the further provisions hereof.

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ARTICLE II

DEFINITIONS

Section 2.01“Administrative Committee” shall mean the administrative committee designated pursuant to Article VI of the Plan to administer the Plan in accordance with its terms, or its delegate.

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

Section 2.03“Annual Compensation” shall mean the Participant’s annual base salary and applicable target annual bonus amount (if any) in effect on the Participant’s Employment Termination Date.

Section 2.04“Benefit” or “Benefits” shall mean any or all of the benefits that a Participant is entitled to receive pursuant to Article IV of the Plan.

Section 2.05“Board of Directors” shall mean the Board of Directors of the Company, or any successor thereto.

Section 2.06“Change in Control” shall mean a change of control of the Company or UGI Corporation as defined in the attached Appendix A, as amended from time to time by the Committee, in its discretion.

Section 2.07“Change in Control Agreement” shall mean a written Change in Control Agreement between an employee and the Company or an Affiliate.

Section 2.08“COBRA Cost” shall mean the applicable premium under section 4980B(f)(4) of the Code for continued medical and dental COBRA coverage under the benefit plans of the Company or an Affiliate.

Section 2.09“COBRA Coverage” shall mean continued medical and dental coverage under the benefit plans of the Company or an Affiliate, as determined under section 4980B of the Code.

Section 2.10“Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 2.11“Company” shall mean AmeriGas Propane, Inc. and any corporation succeeding to the business of AmeriGas Propane, Inc. by merger, consolidation, liquidation, purchase of assets or stock or similar transaction.

Section 2.12“Compensation Committee” shall mean the Compensation/Pension Committee of the Board of Directors.

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Section 2.13“Employment Commencement Date” shall mean the most recent date on which a Participant became an employee of the Company or an Affiliate of the Company or, if the Company determines that service before an acquisition shall be taken into account, the most recent date on which a Participant became an employee of an entity whose business or assets have been acquired by the Company or an Affiliate.

Section 2.14“Employment Termination Date” shall mean the date on which the Participant separates from service with the Company and its Affiliates within the meaning of section 409A of the Code.

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

Section 2.16“Executive Annual Bonus Plan” shall mean the AmeriGas Propane, Inc. Executive Annual Bonus Plan as in effect from time to time.

Section 2.17“Executive Employee” shall mean any of the following employees who are employed in the United States:

(a)An executive level employee of the Company who participates in the Executive Annual Bonus Plan and who does not have a Change in Control Agreement in effect with the Company or an Affiliate; or

(b)An executive level employee of the Company or an Affiliate who is employed in the United States and who is designated in writing by the Compensation Committee as eligible to participate in this Plan.

Notwithstanding the foregoing, if an employee is employed by more than one company within the UGI Corporation controlled group and if the Company is not the employee’s primary employer, the employee shall not be eligible to participate in this Plan, unless otherwise designated in writing by the Compensation Committee. In no event shall any of the following persons be considered an employee for purposes of the Plan: (i) employees who are employed outside the United States, (ii) independent contractors, (iii) persons performing services pursuant to an arrangement with a third party leasing organization, (iv) any person whom the Company determines, in its sole discretion, is not a common law employee, whether or not any such person is later determined to have been a common law employee of the Company or an Affiliate, or (v) employees who are eligible to participate in another severance plan maintained by the Company or an Affiliate.

Section 2.18“Executive Equity Plan” shall mean any long-term equity incentive plan of the Company or any of its Affiliates, including without limitation the UGI Corporation 2004 Omnibus Equity Compensation Plan, the UGI Corporation 2013 Omnibus Incentive Compensation Plan, the AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan, and the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan.

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Section 2.19“Just Cause” shall mean dismissal of an Executive Employee due to (i) misappropriation of funds, (ii) substance abuse or habitual insobriety that adversely affects the Executive Employee’s ability to perform his or her job, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence in the performance of duties. Disputes with respect to whether Just Cause exists shall be resolved in accordance with Article IX.

Section 2.20“Key Employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under section 409A of the Code, as determined by the Compensation Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Compensation Committee or its delegate in accordance with the provisions of section 409A of the Code and the regulations issued thereunder.

Section 2.21“Monthly Compensation” shall mean the Participant’s Annual Compensation divided by 12.

Section 2.22“Paid Notice” shall mean the cash amount payable to a Participant in lieu of notice as determined pursuant to Section 4.01(a).

Section 2.23“Participant” shall mean any Executive Employee who receives Benefits under the Plan.

Section 2.24“Plan” shall mean the AmeriGas Propane, Inc. Executive Employee Severance Plan, as set forth herein, and as the same may from time to time be amended.

Section 2.25“Plan Year” shall mean each fiscal year of the Company during which this Plan is in effect.

Section 2.26“Postponement Period” shall mean, for a Key Employee, the period of six months after separation from service (or such other period as may be required by section 409A of the Code), during which deferred compensation may not be paid to the Key Employee under section 409A of the Code.

Section 2.27“Release” shall mean a release and discharge of the Company, all of its Affiliates, and all affiliated persons and entities from any and all claims, demands and causes of action, other than as to amounts or benefits due to the Participant under any qualified employee retirement plan of the Company or an Affiliate, which shall be in such form as may be proscribed by the Company, acting as Plan sponsor and not as a fiduciary, from time to time and with such modifications as the Company deems appropriate for the Participant’s particular situation.

Section 2.28“Restricted Awards” shall mean restricted stock, stock units, performance units, restricted units, dividend equivalents, distribution equivalents and other equity-based awards, other than stock options, that are granted to a Participant under an Executive Equity Plan.

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Section 2.29“Salary Continuation Period” shall mean (i) the number of months of Paid Notice plus (ii) the period for which a Participant receives Separation Pay under Section 4.01(b).

Section 2.30“Separation Pay” shall mean the cash amount payable to a Participant as determined pursuant to Section 4.01(b).

Section 2.31“Weekly Compensation” shall mean the Participant’s Annual Compensation divided by 52.

Section 2.32“Year of Service” shall mean each 12 month period (or part thereof) of continuous service with the Company and its Affiliates beginning on the Participant’s Employment Commencement Date and ending on each anniversary thereof. Years of Service with an entity whose business or assets have been acquired by the Company or an Affiliate shall be counted only if so determined by the Company.

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ARTICLE III

PARTICIPATIONAND ELIGIBILITY FOR BENEFITS

Section 3.01General Eligibility Requirement. In its sole discretion, acting in its role as Plan sponsor and not as a fiduciary, the Company may grant a Benefit under this Plan to any Executive Employee whose employment is terminated by the Company or an Affiliate other than for Just Cause, death, or continuous illness, injury or incapacity for a period of six consecutive months. Notwithstanding anything herein to the contrary, an Executive Employee will not be considered to have incurred a termination by the Company or an Affiliate for purposes of this Plan if his or her employment is discontinued due to voluntary resignation or the expiration of a leave of absence, as determined by the Company, acting in its role as Plan sponsor and not as a fiduciary. In addition, the Executive Employee must meet the requirements of Section 3.03 in order to receive a Benefit under this Plan.

Section 3.02Substantially Comparable Employment. Notwithstanding anything herein to the contrary, no Benefits shall be due hereunder to an Executive Employee in connection with the disposition of a business, division or affiliated company by the Company or an Affiliate if substantially comparable terms of employment, as determined by the Company, have been offered to the Executive Employee by the transferee; provided, however, that the Company, acting in its role as Plan sponsor and not as a fiduciary, may determine that the Company or an Affiliate will provide some or all of the Benefits to an Executive Employee whose employment with the Company and its Affiliates is terminated as described in Section 3.01. For purposes of this Plan, “substantially comparable terms of employment” shall mean an executive level position with (i) no reduction in the Executive Employee’s annual base salary as of the date of the transaction, and (ii) no material change in the geographic location at which the Executive Employee must perform services (which, for purposes of this Plan, means a location that is not more than 50 miles from the Executive Employee’s principal place of business immediately before the transaction).

Section 3.03Conditions to Entitlement to Benefits.

(a)As further conditions to entitlement to Benefits under the Plan, all Participants must, prior to the payment of any Benefits due hereunder, (i) sign and not rescind or contest the enforceability of a Release; (ii) ratify any patent assignment, confidentiality, non-solicitation, non-competition and other post-employment activities agreement in effect between the Participant and the Company or an Affiliate; (iii) return to the Company and its Affiliates any and all property of the Company and its Affiliates held by the Participant, including, but not limited to, all reports, manuals, memoranda, computer disks, tapes and data made available to the Participant during the performance of the Participant’s duties, including all copies; (iv) hold confidential any and all information concerning the Company and its Affiliates, whether with respect to its business, subscribers, providers, customers, operations, finances, employees, contractors, or otherwise; and (v) cooperate fully with the Company and its Affiliates to complete

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the transition of matters with which the Participant is familiar or responsible to other employees and make himself or herself available to answer questions or assist in matters which may require attention after the Participant’s Employment Termination Date. Notwithstanding the foregoing, accrued vacation described in Section 4.01(d) shall be paid without regard to the Participant’s execution of a Release, to the extent required by applicable state law.

(b)If the Administrative Committee determines, in its sole discretion, that the Participant has violated one or more of the foregoing conditions to entitlement to Benefits, the Administrative Committee may determine that the Participant will not receive the Benefits or the Company may discontinue the payment of Benefits under the Plan. Any remedy under this Section 3.03 shall be in addition to, and not in place of, any other remedy the Company and its Affiliates may have, at law or otherwise.

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ARTICLE IV

BENEFITS

Section 4.01Amount of Immediate Cash Benefit. The Company, acting in its role as Plan sponsor and not as a fiduciary, shall determine which Executive Employees shall be awarded a Benefit hereunder and the amount of any such Benefit. The Company may take into account any factors it determines to be relevant in deciding which Executive Employees shall be awarded Benefits and the amount of such Benefits, and need not apply its determinations in a uniform manner to terminated Executive Employees similarly situated. All such decisions shall be final, binding and conclusive with respect to the Executive Employee. Unless the Company determines otherwise, subject in all events to Section 3.03, the amount to be paid to a Participant eligible to receive Benefits under Section 3.01 hereof upon the Participant’s separation from service shall be paid in a lump sum as provided in Section 5.01 hereof and shall equal the sum of the amounts described in subsections (a) through (d), less the amount described in subsection (e) and subject to subsection (g), except that any payment under paragraph (c) below will be excluded from the lump sum payment and paid separately as provided below:

(a)An amount of Paid Notice equal to three months of the Participant’s Monthly Compensation.

(b)An amount of Separation Pay equal to two weeks of the Participant’s Weekly Compensation for each Year of Service; provided, however, that such amount shall not be less than three months of the Participant’s Monthly Compensation and shall not exceed 100% of the Participant’s Annual Compensation.

(c)The Administrative Committee may determine in its sole discretion that an annual bonus will be paid for the year of termination. The Administrative Committee may take into account factors such as Company and Affiliate performance, individual performance and the portion of the year elapsed prior to the Employment Termination Date. The annual bonus shall not exceed a pro rata portion of the Participant’s target annual bonus for the year of termination. The bonus, if any, shall be paid within 60 days after the Employment Termination Date, unless the Executive Annual Bonus Plan in effect for the year specifically provides otherwise with respect to termination of employment. If a bonus is payable to the Participant under the Executive Annual Bonus Plan for the year of termination, no bonus will be payable under this Plan.

(d)An amount equal to the Participant’s earned and accrued vacation entitlement, including banked vacation time, and personal holidays through the Participant’s Employment Termination Date.

(e)If the Participant’s employment with the Company and its Affiliates terminates before a Change in Control, the cash amount computed in subsections (a) through (c)

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above shall be reduced by the amount of cash and the fair market value of any stock, partnership units or other property that is payable to the Participant under Restricted Awards after the Participant’s termination of employment, as determined by the Company, provided that the Restricted Awards are not considered deferred compensation under section 409A of the Code. In order to implement this reduction, if the Company cannot determine the amount payable under Restricted Awards at the Participant’s Employment Termination Date, any amounts payable under such Restricted Awards shall be reduced by the amount of the Benefit paid under subsections (a) through (c) above, provided the Restricted Awards are not considered deferred compensation under section 409A of the Code. In no event shall a Participant be required to return to the Company or an Affiliate any amounts previously paid under this Plan.

(f)The reduction described in subsection (e) shall not apply if the Participant’s employment with the Company and its Affiliates terminates at or after a Change in Control. In addition, the reduction described in subsection (e) shall not apply to any Restricted Awards for which all requirements for payment have been met before the Participant’s Employment Termination Date (for example, if the restriction period for a Restricted Award ends on December 31, 2013, the Restricted Award is payable on February 1, 2014 and the Participant’s employment is terminated on January 15, 2014, the Restricted Award shall not be reduced by the Benefits under this Plan).

(g)Notwithstanding the foregoing, the minimum payment calculated under subsections (a) through (d) above shall not be less than six months of the Participant’s annual base salary in effect at the beginning of the quarter immediately preceding the Employment Termination Date, without regard to the target bonus.

Section 4.02Executive Benefits.

(c)If a Participant receives Benefits under Section 4.01, the Company shall pay to the Participant a single lump sum payment, as provided in Section 5.01 and subject to Section 3.03, equal to the COBRA Cost that the Participant would incur if the Participant continued medical and dental coverage under the Company’s benefit plans through the end of the Salary Continuation Period, based on the benefits in effect for the Participant (and where applicable, his or her spouse and dependents) at the Participant’s Employment Termination Date, less the amount that the Participant would be required to contribute for medical and dental coverage if such Participant were an active employee.

(d)A Participant who receives Benefits under Section 4.01 may elect COBRA Coverage according to the terms of the Company’s applicable medical and dental plans. If the Participant elects COBRA Coverage,the Participant shall be responsible for paying the COBRA Cost of such coverage in order to be eligible for the coverage. Any applicable conversion rights shall be provided to the Participant at the time coverage ceases.

(e)Each Participant who receives Benefits under Section 4.01 shall be entitled to receive outplacement services for up to six months following his or her Employment Termination Date through a vendor selected by the Company.

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Section 4.03Retirement Plans. This Plan shall not govern and shall in no way affect the Participant’s interest in, or entitlement to benefits under, any of the qualified retirement plans of the Company or an Affiliate and any payments received under any such plan shall not affect a Participant’s right to any Benefit hereunder.

Section 4.04Effect on Other Benefits.

(a)After a Participant’s termination of employment, the Participant shall not accrue benefits under any benefit plan of the Company or an Affiliate, and a terminated Participant shall not accrue vacation days, paid holidays, paid sick days or other benefits for any part of the Salary Continuation Period.

(b)Notwithstanding anything in this Plan to the contrary, no benefits shall be paid under this Plan if the Participant receives severance benefits under any other severance agreement or arrangement with the Company or an Affiliate.

(c)Notwithstanding anything herein to the contrary, the Benefits payable under this Plan to any Participant may be reduced by any and all payments required to be made by the Company or an Affiliate under federal, state and local law, including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et. seq. or under any employment agreement or special severance arrangement, as determined by the Company, acting as Plan sponsor and not as a fiduciary.

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ARTICLE V

METHOD AND DURATION OF BENEFIT PAYMENTS

Section 5.01Method of Payment. The cash Benefit to which a Participant is entitled, pursuant to Article IV, shall be paid in a lump sum payment. Payment shall be made within 60 days following the Participant’s Employment Termination Date, subject to the fulfillment of all conditions for payment of the Benefit set forth in Section 4.01 and compliance with all requirements of Section 3.03. Payment shall be made by mailing to the last address provided by the Participant to the Company or an Affiliate. All payments under the Plan are subject to applicable federal, state and local taxes.

Section 5.02Section 409A.

(a)Notwithstanding any provision of the Plan to the contrary, if required by section 409A of the Code and if a Participant is a Key Employee, no Benefits shall be paid to the Participant during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is required to be delayed for the Postponement Period under section 409A, the accumulated amounts withheld on account of section 409A of the Code shall be paid in a lump sum payment within 30 days after the end of the Postponement Period. If the Participant dies during the Postponement Period prior to the payment of Benefits, the amounts withheld on account of section 409A of the Code shall be paid to the Participant’s estate within 60 days after the Participant’s death.

(b)This Agreement is intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under section 409A of the Code. Notwithstanding anything in this Plan to the contrary, if required by section 409A, payments may only be made under this Plan upon an event and in a manner permitted by section 409A, to the extent applicable. As used in the Plan, the term “termination of employment” shall mean the Participant’s separation from service with the Company and its Affiliates within the meaning of section 409A and the regulations promulgated thereunder. For purposes of section 409A, the right to a series of payments under the Plan shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of section 409A of the Code. In no event may a Participant designate the year of payment for any amounts payable under the Plan. Notwithstanding any provision of the Plan to the contrary, if the payments and benefits provided for under the Plan are subject to section 409A, in no event shall the timing of a Participant’s execution of the Release, directly or indirectly, result in the Participant designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Section 5.03Payments After Death. If a Participant dies after separation from service and before the Participant has received any Benefit that the Participant is entitled to receive under Article IV, any unpaid Benefit that the Participant would otherwise have received shall be payable to the Participant’s estate.

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ARTICLE VI

ADMINISTRATION

Section 6.01Appointment. The Administrative Committee shall consist of one or more persons appointed by the Compensation Committee. Administrative Committee members may be, but need not be, employees of the Company.

Section 6.02Tenure. Administrative Committee members shall serve at the pleasure of the Compensation Committee. Administrative Committee members may resign at any time on ten days’ written notice, and Administrative Committee members may be discharged, with or without cause, at any time by the Compensation Committee.

Section 6.03Authority and Duties. It shall be the duty of the Administrative Committee, on the basis of information supplied to it by the Company, to determine the eligibility of each Participant for Benefits under the Plan, to determine the amount of Benefits to which each such Participant may be entitled, and to determine the manner, time of payment and other requirements of payment of Benefits consistent with the provisions hereof. The Company shall make such payments as are certified to it by the Administrative Committee to be due to Participants. The Administrative Committee shall have the full power and discretionary authority to construe, interpret and administer the Plan, to correct deficiencies therein, and to supply omissions. All decisions, actions, and interpretations of the Administrative Committee shall be final, binding, and conclusive upon the parties. The Administrative Committee may delegate ministerial and other responsibilities to one or more employees of the Company or its Affiliates.

Section 6.04Action by the Administrative Committee. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at a meeting of the Administrative Committee. Any action of the Administrative Committee may be taken upon the affirmative vote of a majority of the members of the Administrative Committee at a meeting, or at the direction of the Chairperson, without a meeting, by mail, telephone, or electronic communication; provided that all of the members of the Administrative Committee are informed of their right to vote on the matter before the Administrative Committee and of the outcome of the vote thereon.

Section 6.05Officers of the Administrative Committee. The Administrative Committee shall designate one of its members to serve as Chairperson thereof. The Administrative Committee shall also designate a person to serve as Secretary of the Administrative Committee, which person may be, but need not be, a member of the Administrative Committee.

Section 6.06Compensation of the Administrative Committee. Members of the Administrative Committee shall receive no compensation for their services as such. However, all reasonable expenses of the Administrative Committee shall be paid or reimbursed by the Company upon proper documentation. The Company shall indemnify members of the

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Administrative Committee against personal liability for actions taken in good faith in the discharge of their respective duties as members of the Administrative Committee.

Section 6.07Records, Reporting, and Disclosure. The Administrative Committee shall keep all individual and group records relating to Participants and former Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Company and its Affiliates and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Administrative Committee shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company or an Affiliate, as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts which may be similarly reportable).

Section 6.08Actions of the Administrative Committee. All determinations made by the Administrative Committee under the Plan shall be made solely at the discretion of the Administrative Committee. The exercise of discretion by the Administrative Committee need not be uniformly applied to similarly situated Participants and shall be final and binding on each Participant or beneficiary to whom the determination is directed.

Section 6.09Bonding. The Administrative Committee shall arrange any bonding that may be required by law, but no amount in excess of the amount required by law (if any) shall be required by the Plan.

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ARTICLE VII

AMENDMENT AND TERMINATION

Section 7.01Amendment, Suspension and Termination. The Company, by action of its Board of Directors or the Compensation Committee, retains the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason, and without either the consent of or the prior notification to any Participant. No such amendment shall give the Company or an Affiliate the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation and discontinuance of payments of Benefits to any person or persons under the Plan already receiving Benefits.

14

ARTICLE VIII

DUTIES OF THE COMPANY

Section 8.01Records. The Company shall supply to the Administrative Committee all records and information necessary to the performance of the Administrative Committee’s duties.

Section 8.02Payment. The Company shall make payments from its general assets to Participants in accordance with the terms of the Plan, as directed by the Administrative Committee.

Section 8.03Discretion, Delegation.

(a)Any decisions, actions or interpretations to be made under the Plan by the Company shall be made in its sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals, and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties.

(b)The Company may take actions under the Plan by action of its Board of Directors or the Compensation Committee, or by action of any officer or committee to whom any of the Company’s authority with respect to the Plan shall have been delegated.

15

CLAIMS PROCEDURES

Section 9.01Application for Benefits. Participants who believe they are eligible for benefits under this Plan may apply for such benefits by completing and filing with the Administrative Committee an application for benefits on a form supplied by the Administrative Committee. Before the date on which benefit payments commence, each such application must be supported by such information as the Administrative Committee deems relevant and appropriate.

Section 9.02Claim. A terminated employee may contest his or her eligibility for the amount of benefit awarded by completing and filing with the Administrative Committee a written request for review in the manner specified by the Administrative Committee. Each such application must be supported by such information as the Administrative Committee deems relevant and appropriate. The Administrative Committee will review the claim and provide notice to the terminated employee, in writing, within 90 days after the claim is filed unless special circumstances require an extension of time for processing the claim. In no event shall the extension exceed a period of 90 days from the end of the initial period. In the event that any claim for benefits is denied in whole or in part, the terminated employee whose claim has been so denied shall be notified of such denial in writing by the Administrative Committee. The notice advising of the denial shall be written in a manner calculated to be understood by the terminated employee and shall set forth: (i) specific references to the pertinent Plan provisions on which the denial is based; (ii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation as to why such information is necessary; and (iii) an explanation of the Plan’s claim procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal.

Section 9.03Appeals of Denied Claims for Benefits. All appeals shall be made by the following procedure:

(a)The terminated employee whose claim has been denied shall file with the Administrative Committee a notice of appeal of the denial. Such notice shall be filed within 60 days of notification by the Administrative Committee of the claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b)The claimant or his duly authorized representative may:

(i)request a review upon written notice to the Administrative Committee;

(ii)examine the Plan and obtain, upon request and without charge, copies of all information relevant to the claimant’s appeal; and

16

(iii)submit issues and comments in writing.

(c)The Named Appeals Fiduciary (as described in Section 9.04) shall issue a decision no later than 60 days after receipt of a request for review unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the terminated employee’s notice of appeal.

(d)The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.

(e)The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement setting forth:

(i)specific reasons for the decision, written in a manner calculated to be understood by the claimant;

(ii)specific references to the pertinent Plan provisions on which the decision is based;

(iii)the claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv)the claimant’s right to bring a civil action under section 502(a) of ERISA.

Section 9.04Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary shall be the person or persons named as such by the Compensation Committee, or, if no such person or persons be named, then the person or persons named by the Administrative Committee as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Compensation Committee, and any Named Appeals Fiduciary named by the Administrative Committee may be removed by the Administrative Committee. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

17

ARTICLE X

MISCELLANEOUS

Section 10.01Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which the Participant may expect to receive, contingently or otherwise, under this Plan.

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

Section 10.03Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

Section 10.04Successors, Heirs, Assigns, and Personal Representatives. This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future. If a Change of Control occurs, unless the Compensation Committee directs otherwise before the Change of Control, the Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or a division or Affiliate thereof, (i) to acknowledge expressly that this Plan is binding upon and enforceable against such successor in accordance with the terms hereof, (ii) to become jointly and severally obligated with the Company to perform the obligations under this Plan, and (iii) to agree not to amend or terminate the Plan for a period of one year after the Change of Control without the consent of the affected Participant.

Section 10.05Unfunded Plan. The Plan shall not be funded. The Company may, but shall not be required to, set aside or designate an amount necessary to provide the Benefits specified herein (including the establishment of trusts). In any event, no Participant shall have any right to, or interest in, any assets of the Company or an Affiliate which may be applied by the Company or an Affiliate to the payment of Benefits.

Section 10.06Payments to Incompetent Persons. Any Benefit payable to or for the benefit of an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, its

18

Affiliates, the Administrative Committee, the Compensation Committee and all other parties with respect thereto.

Section 10.07Controlling Law. This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, to the extent not preempted by Federal law, without giving effect to any Pennsylvania choice of law provisions.

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APPENDIX ACHANGE IN CONTROL

For purposes of this Plan, the term “Change in Control,” and defined terms used in the definition of “Change in Control,” shall have the following meanings:

1.“Change in Control” shall mean:

(a)Any Person (except UGI, any Subsidiary of UGI, any employee benefit plan of UGI or of any Subsidiary of UGI, or any Person or entity organized, appointed or established by UGI for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner in the aggregate of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of UGI (the “Outstanding UGI Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of UGI entitled to vote generally in the election of directors (the “UGI Voting Securities”); in either case unless the members of UGI’s Executive Committee in office immediately prior to such acquisition determine within five business days of the receipt of actual notice of such acquisition that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(b)Individuals who, as of the beginning of any twenty-four (24) month period, constitute the UGI Board of Directors (the “Incumbent UGI Board”) cease for any reason to constitute at least a majority of the Incumbent UGI Board, provided that any individual becoming a director of UGI subsequent to the beginning of such period whose election or nomination for election by the UGI stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent UGI Board shall be considered as though such individual were a member of the Incumbent UGI Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of UGI (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c)Completion by UGI of a reorganization, merger or consolidation (a “Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective Beneficial Owners of the Outstanding UGI Common Stock and UGI Voting Securities immediately prior to such Business Combination do not, following such Business Combination, Beneficially Own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding UGI Common Stock and UGI Voting Securities, as the case may be; in either case unless the members of UGI’s Executive Committee in office immediately prior to such Business Combination determine at the time of such Business

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Combination that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(d)Completion of (a) a complete liquidation or dissolution of UGI or (b) sale or other disposition of all or substantially all of the assets of UGI other than to a corporation with respect to which, following such sale or disposition, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding UGI Common Stock and UGI Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding UGI Common Stock and UGI Voting Securities, as the case may be, immediately prior to such sale or disposition; in either case unless the members of UGI’s Executive Committee in office immediately prior to such sale or disposition determine at the time of such sale or disposition that the circumstances do not warrant the implementation of the Change in Control provisions of this Plan; or

(e)Completion by the Company, Public Partnership or the Operating Partnership of a reorganization, merger or consolidation (a “Propane Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective Beneficial Owners of the Company’s voting securities or of the outstanding units of AmeriGas Partners, L.P. (“Outstanding Units”) immediately prior to such Propane Business Combination do not, following such Propane Business Combination, Beneficially Own, directly or indirectly, (a) if the entity resulting from such Propane Business Combination is a corporation, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of such corporation in substantially the same proportion as their ownership immediately prior to such Combination of the Company’s voting securities or the Outstanding Units, as the case may be, or, (b) if the entity resulting from such Propane Business Combination is a partnership, more than fifty percent (50%) of the then outstanding common units of such partnership in substantially the same proportion as their ownership immediately prior to such Propane Business Combination of the Company’s voting securities or the Outstanding Units, as the case may be; or

(f)Completion of (a) a complete liquidation or dissolution of the Company, the Public Partnership or the Operating Partnership or (b) sale or other disposition of all or substantially all of the assets of the Company, the Public Partnership or the Operating Partnership other than to an entity with respect to which, following such sale or disposition, (I) if such entity is a corporation, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Company’s voting securities or of the Outstanding Units, as the case may be,

A-2

immediately prior to such sale or disposition, or, (II) if such entity is a partnership, more than fifty percent (50%) of the then outstanding common units is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Company’s voting securities or of the Outstanding Units immediately prior to such sale or disposition; or

(g)UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding general partnership interests of the Public Partnership or the Operating Partnership; or

(h)UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding shares of common stock of the Company or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; or

(i)The Company is removed as the general partner of the Public Partnership by vote of the limited partners of the Public Partnership, or is removed as the general partner of the Public Partnership or the Operating Partnership as a result of judicial or administrative proceedings involving the Company, the Public Partnership or the Operating Partnership.

2.“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

3.A Person shall be deemed the “Beneficial Owner” of any securities: (i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of any security under this clause (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that are

A-3

beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause (ii) above) or disposing of any securities; provided, however, that nothing in this Section 1(c) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition.

4.“Operating Partnership” shall mean AmeriGas Propane, L.P.

5.“Public Partnership” shall mean AmeriGas Partners, L.P.

6.“Person” shall mean an individual or a corporation, partnership, trust, unincorporated organization, association, or other entity.

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

8.“UGI” shall mean UGI Corporation.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jerry E. Sheridan, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 2, 2013

/s/ Jerry E. Sheridan

Jerry E. Sheridan

President and Chief Executive Officer of AmeriGas Propane, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Hugh J. Gallagher, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 2, 2013

/s/ Hugh J. Gallagher

Hugh J. Gallagher

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

EX-32

Exhibit 32

Certification by the Chief Executive Officer and Chief Financial Officer

Relating to a Periodic Report Containing Financial Statements

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

(1) The Company’s periodic report on Form 10-Q for the period ended June 30, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

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

CHIEF EXECUTIVE OFFICER		CHIEF FINANCIAL OFFICER
/s/ Jerry E. Sheridan		/s/ Hugh J. Gallagher
Jerry E. Sheridan		Hugh J. Gallagher
Date:	August 2, 2013	Date:	August 2, 2013

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Error in Method of Accounting For Certain Customer Credits (Notes)

9 Months Ended

Jun. 30, 2013

Error Correction [Line Items]

Accounting Changes and Error Corrections [Text Block]

Error in Accounting For Certain Customer Credits

During the three months ended March 31, 2013, the Partnership identified an error in its accounting for certain customer credits. The Partnership determined that the recording of propane revenues did not appropriately consider the effects of certain customer credits which were recorded when issued in a subsequent period. As a result, beginning January 1, 2013, the Partnership changed its accounting for customer credits to record an estimate of such credits at the time propane revenues are recorded. Such estimate considers the Partnership’s history of providing credits, propane revenue activity and other factors. The Partnership has evaluated the impact of the error on prior periods and has determined that the effect is not material to any prior period financial statements. The Partnership has also evaluated and concluded that the impact of recording the effect of the correction of the error as of January 1, 2013, is not material to the financial statements for the three and six months ended March 31, 2013, nor is it expected to be material to the financial statements for Fiscal 2013. The correction of the error in accounting for customer credits had the effect of increasing propane revenues and accounts receivable by $3,600, and increasing net income attributable to AmeriGas Partners, L.P. by $3,564, for the three months ended June 30, 2013, and decreasing propane revenues and accounts receivable by $5,100, and decreasing net income attributable to AmeriGas Partners, L.P. by $5,048, for the nine months ended June 30, 2013. If the Partnership had corrected the error in its accounting for customer credits and recorded the estimate of credits as of September 30, 2012, the cumulative effect of the change as of that date would have decreased net income attributable to AmeriGas Partners, L.P. by approximately $4,200.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Propane	$ 518,361	$ 507,529	$ 2,413,802	$ 2,227,576
Other	63,358	64,416	220,771	183,755
Total, Revenues	581,719	571,945	2,634,573	2,411,331
Costs and expenses:
Cost of sales - propane (excluding depreciation shown below)	283,037	312,487	1,306,728	1,394,860
Cost of sales - other (excluding depreciation shown below)	22,657	21,516	63,460	52,962
Operating and administrative expenses	224,452	242,905	733,267	655,090
Depreciation	41,738	38,311	117,668	94,593
Amortization	10,775	11,204	32,825	23,902
Other income, net	(7,579)	(6,190)	(23,385)	(16,931)
Total, costs and expenses	575,080	620,233	2,230,563	2,204,476
Operating income (loss)	6,639	(48,288)	404,010	206,855
Gain (loss) on extinguishments of debt	0	30	0	(13,349)
Interest expense	(41,247)	(41,853)	(124,219)	(103,431)
(Loss) income before income taxes	(34,608)	(90,111)	279,791	90,075
Income tax benefit (expense)	59	208	(516)	(1,006)
Net (loss) income	(34,549)	(89,903)	279,275	89,069
Add net loss (deduct net income) attributable to noncontrolling interest	(46)	521	(3,997)	(2,041)
Net (loss) income attributable to AmeriGas Partners, L.P.	(34,595)	(89,382)	275,278	87,028
General partner's interest in net (loss) income attributable to AmeriGas Partners, L.P.	5,045	3,355	16,648	9,628
Limited partners' interest in net (loss) income attributable to AmeriGas Partners, L.P.	$ (39,640)	$ (92,737)	$ 258,630	$ 77,400
(Loss) income per limited partner unit - basic and diluted:
Basic (in dollars per unit)	(0.43)	(1.00)	2.70	0.91
Diluted (in dollars per unit)	(0.43)	(1.00)	2.70	0.91
Average limited partner units outstanding (thousands):
Basic (in units)	92,838	92,783	92,830	77,615
Diluted (in units)	92,838	92,783	92,904	77,668

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Accounting Changes

9 Months Ended

Jun. 30, 2013

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

3.     Accounting Changes

New Accounting Standards Not Yet Adopted

Disclosures about Reclassifications Out of Accumulated Other Comprehensive Income. In February 2013, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance regarding disclosures for items reclassified out of accumulated other comprehensive income (“AOCI”). The new disclosure guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. The new disclosures are to be applied prospectively, and early adoption is permitted. We expect to adopt the new guidance in Fiscal 2014. As this guidance provides only disclosure requirements, the adoption of this standard will not impact our results of operations, cash flows or financial position.

Disclosures about Offsetting Assets and Liabilities.In December 2011 (and amended in January 2013), the FASB issued new accounting guidance requiring entities to disclose both gross and net information about recognized derivative instruments that are offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The new guidance is effective for annual reporting periods beginning on or after January 1, 2013 (Fiscal 2014) and interim periods within those annual periods, and is required to be applied retrospectively. As this guidance provides only disclosure requirements, the adoption of this standard will not impact our results of operations, cash flows or financial position.

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Nature of Operations (Details Textual)	3 Months Ended	9 Months Ended
	Jun. 30, 2013 Employee	Jun. 30, 2013 States Employee
Nature of Operations (Textual) [Abstract]
Common Units held by ETP	29,567,362	29,567,362
Nature of Operations (Additional Textual) [Abstract]
Number of states in which the company has market share (in states)		50
Common units held by the general partner and its wholly owned subsidiary Petrolane Incorporated	23,756,882	23,756,882
Common Units held by public	39,497,279	39,497,279
Limited partner interest held by AmeriGas Partners in AmeriGas OLP (as a percent)		98.99%
Units Issued in Secondary Offering	7,500,000
Employees of the AmeriGas Partners and the Operating Partnerships (in employees)	0	0
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners [Member]
Nature of Operations (Textual) [Abstract]
General Partners Ownership Interest (as a percent)	1.00%	1.00%
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP [Member]
Nature of Operations (Textual) [Abstract]
General Partners Ownership Interest (as a percent)	1.01%	1.01%

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Significant Accounting Policies (Policies)

9 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Allocation of Net Income Attributable to AmeriGas Partners

Allocation of Net Income Attributable to AmeriGas Partners. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”).

Net Income Per Unit

Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).

The following table sets forth the numerators and denominators of the basic and diluted income per limited partner unit computations:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013		2012
Common Unitholders’ interest in net income (loss) attributable to AmeriGas Partners under the two-class method for MLPs	$	(39,640	)	$	(92,737	)	$	251,083	$	70,342
Weighted average Common Units outstanding—basic (thousands)	92,838			92,783			92,830		77,615
Potentially dilutive Common Units (thousands)	—			—			74		53
Weighted average Common Units outstanding—diluted (thousands)	92,838			92,783			92,904		77,668

Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the nine months ended June 30, 2013 and 2012, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.08 and $0.09, respectively. There was no dilutive effect based on the computation of income (loss) per limited partner unit in accordance with the two-class method for the three months ended June 30, 2013 and 2012.

Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans.

Use of Estimates

Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.

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Acquisition of Heritage Propane (DetailsTextual) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		0 Months Ended	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jan. 12, 2012 Heritage Propane [Member]	Jun. 30, 2013 Heritage Propane [Member]	Jun. 30, 2012 Heritage Propane [Member]
Acquisition of Heritage Propane (Textual) [Abstract]
Purchase price of the acquisition					$ 2,604,827
Business acquired by parent through subsidiaries for cash					1,472,199
AmeriGas Partners Common Units					29,567,362
Consideration in AmeriGas Partners Common Units					1,132,628
Revenues	581,719	571,945	2,634,573	2,411,331		2,634,573
Business Acquisition, Pro Forma Revenue							2,903,046
Business Acquisition, Pro Forma Net Income (Loss)							106,980
Net income attributable to AmeriGas Partners, L.P.	$ (34,595)	$ (89,382)	$ 275,278	$ 87,028		$ 275,278
Business Acquisition, Pro Forma Earnings Per Share, Basic							$ 1.07
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic	(0.43)	(1.00)	2.70	0.91		2.70
Business Acquisition, Pro Forma Earnings Per Share, Diluted							$ 1.07
Net Income (Loss), Per Outstanding Limited Partnership Unit, Diluted	(0.43)	(1.00)	2.70	0.91		2.70

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Significant Accounting Policies (Details Textual) (USD $)	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Significant Accounting Policies (Textual) [Abstract]
Theoretical distributions of net income on earnings (in dollars per unit)	$ 0.08	$ 0.09
AmeriGas Propane Inc Partnership Interest in AmeriGas OLP [Member]
General Partner Interest [Line Items]
General Partners Ownership Interest (as a percent)	1.01%
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners [Member]
General Partner Interest [Line Items]
General Partner Interest Percentage	1.00%
General Partners Ownership Interest (as a percent)	1.00%
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC [Member]
Significant Accounting Policies (Textual) [Abstract]
Ownership Percentage of Finance Subsidiaries	100.00%
Amerigas Partners Senior Notes Due 2020 [Member]
Significant Accounting Policies (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	6.75%
Amerigas Partners Senior Notes Due 2022 [Member]
Significant Accounting Policies (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	7.00%

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Disclosures About Derivative Instruments and Hedging Activities (Details 1) (Propane contracts [Member], Cost of sales [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in AOCI and Noncontrolling Interest	$ (19,434)	$ (65,853)	$ (24,348)	$ (100,616)
Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income	(8,479)	(14,625)	(51,229)	(33,791)
Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 0	$ (14,871)	$ 0	$ (14,871)

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Fair Value Measurement (Details) (Commodity Contract [Member], Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2012
Assets:
Derivative Assets	$ 424	$ 2,089	$ 10,337
Liabilities:
Derivative liabilities	(15,224)	(42,598)	(79,139)
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member]
Assets:
Derivative Assets
Liabilities:
Derivative liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Derivative Assets	424	2,089	10,337
Liabilities:
Derivative liabilities	(15,224)	(42,598)	(79,139)
Unobservable Inputs (Level 3) [Member]
Assets:
Derivative Assets
Liabilities:
Derivative liabilities

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Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income per limited partner unit
Common Unitholders' interest in net income attributable to AmeriGas Partners under the two-class method for MLPs (in dollars)	$ (39,640)	$ (92,737)	$ 251,083	$ 70,342
Weighted average Common units outstanding - basic (thousands)	92,838	92,783	92,830	77,615
Potentially dilutive Common Units (thousands)	0	0	74	53
Weighted average Common Units outstanding - diluted (thousands)	92,838	92,783	92,904	77,668

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 279,275	$ 89,069
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	150,493	118,495
Provision for uncollectible accounts	12,045	14,128
Net change in realized gains and losses deferred as cash flow hedges	1,171	(7,350)
Loss on extinguishments of debt	0	13,349
Other, net	1,867	9,274
Net change in:
Accounts receivable	(46,531)	110,093
Inventories	21,358	55,235
Accounts payable	(43,423)	(73,904)
Other current assets	9,472	8,287
Other current liabilities	(113,348)	(83,178)
Net cash provided by operating activities	272,379	253,498
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment	(80,736)	(70,264)
Proceeds from disposals of assets	5,891	5,030
Acquisitions of businesses, net of cash acquired	(1,045)	(1,418,202)
Net cash used by investing activities	(75,890)	(1,483,436)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions	(242,795)	(192,561)
Proceeds from the issuance of Common Units	0	276,562
Noncontrolling interest activity	(3,879)	(2,720)
Increase (decrease) in bank loans	30,100	(26,700)
Issuances of long-term debt	0	1,524,192
Repayments of long-term debt	(24,806)	(237,578)
Proceeds associated with equity-based compensation plans, net of tax withheld	1,312	153
Capital contributions from General Partner	10	2,801
Net cash (used) provided by financing activities	(240,058)	1,344,149
Cash and cash equivalents (decrease) increase	(43,569)	114,211
CASH AND CASH EQUIVALENTS:
End of period	16,533	122,843
Beginning of period	60,102	8,632
(Decrease) increase	$ (43,569)	$ 114,211

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Nature of Operations

9 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of Operations

AmeriGas Partners, L.P. (“AmeriGas Partners”) is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary AmeriGas Propane, L.P. (“AmeriGas OLP”) and prior to its merger with AmeriGas OLP on July 1, 2013 (the “Merger”), AmeriGas OLP’s principal operating subsidiary Heritage Operating, L.P. (“HOLP”). AmeriGas OLP and prior to the Merger, HOLP, are referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and its subsidiaries are collectively referred to herein as the “Partnership” or “we.” The Operating Partnership is engaged in the distribution of propane and related equipment and supplies. The Operating Partnership comprises the largest retail propane distribution business in the United States serving residential, commercial, industrial, motor fuel and agricultural customers in all 50 states.

At June 30, 2013, AmeriGas Propane, Inc. (the “General Partner”), an indirect wholly owned subsidiary of UGI Corporation (“UGI”), held a 1% general partner interest in AmeriGas Partners and a 1.01% general partner interest in AmeriGas OLP. The General Partner and its wholly owned subsidiary Petrolane Incorporated (“Petrolane,” a predecessor company of the Partnership) also owned 23,756,882 AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding comprise 39,497,279 publicly held Common Units and 29,567,362 Common Units held by a subsidiary of Energy Transfer Partners, L.P. (“ETP”) as a result of the January 12, 2012, acquisition of substantially all of ETP’s propane operations (“Heritage Propane”) (see Note 4). The Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 98.99% limited partner interest in AmeriGas OLP. In July 2013, ETP sold 7,500,000 of the Common Units it held in an underwritten public offering. AmeriGas Partners did not receive any proceeds from the sale of the Common Units by ETP.

AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. Prior to the Merger, the General Partner provided management and administrative services to Heritage Operating GP, LLC (“HOLP GP”), the general partner of HOLP, under a management services agreement. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 6).

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Acquisition of Heritage Propane

9 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisition of Heritage Propane

Acquisition of Heritage Propane

On January 12, 2012, AmeriGas Partners completed the acquisition of Heritage Propane from ETP for total consideration of $2,604,827, comprising $1,472,199 in cash and 29,567,362 AmeriGas Partners Common Units with a fair value of $1,132,628 (the “Heritage Acquisition”). The Heritage Acquisition was consummated pursuant to a Contribution and Redemption Agreement dated October 15, 2011, as amended (the “Contribution Agreement”), by and among AmeriGas Partners, ETP, Energy Transfer Partners GP, L.P., the general partner of ETP, and Heritage ETC, L.P. For additional information on the Heritage Acquisition, see Note 4 to the Partnership’s 2012 Annual Financial Statements and Notes.

The following presents unaudited pro forma income statement and income per unit data as if the Heritage Acquisition had occurred on October 1, 2011:

	Nine Months Ended June 30,
	2013 (As Reported)		2012 Pro Forma
Revenues	$	2,634,573	$	2,903,046
Net income attributable to AmeriGas Partners, L.P.	$	275,278	$	106,980
Income per limited partner unit:
Basic	$	2.70	$	1.07
Diluted	$	2.70	$	1.07

The unaudited pro forma results of operations reflect Heritage Propane’s historical operating results after giving effect to adjustments directly attributable to the transaction that are expected to have a continuing effect. The unaudited pro forma consolidated results of operations are not necessarily indicative of the results that would have occurred had the Heritage Acquisition occurred on the date indicated nor are they necessarily indicative of future operating results.

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Significant Accounting Policies

9 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

The condensed consolidated financial statements include the accounts of AmeriGas Partners and its majority-owned subsidiaries principally comprising AmeriGas OLP and, prior to the Merger, HOLP. We eliminate all significant intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as noncontrolling interest in the condensed consolidated financial statements.

AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are 100%-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners. The 6.75% and 7.00% Senior Notes are fully and unconditionally guaranteed on a senior secured basis by AmeriGas Partners.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They include all adjustments which we consider necessary for a fair statement of the results for the interim periods presented. Such adjustments consisted only of normal recurring items unless otherwise disclosed. The September 30, 2012, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended September 30, 2012 (“Partnership’s 2012 Annual Financial Statements and Notes”). Weather significantly impacts demand for propane and profitability because many customers use propane for heating purposes. Due to the seasonal nature of the Partnership’s propane business, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

Allocation of Net Income Attributable to AmeriGas Partners. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”).

Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).

The following table sets forth the numerators and denominators of the basic and diluted income per limited partner unit computations:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013		2012
Common Unitholders’ interest in net income (loss) attributable to AmeriGas Partners under the two-class method for MLPs	$	(39,640	)	$	(92,737	)	$	251,083	$	70,342
Weighted average Common Units outstanding—basic (thousands)	92,838			92,783			92,830		77,615
Potentially dilutive Common Units (thousands)	—			—			74		53
Weighted average Common Units outstanding—diluted (thousands)	92,838			92,783			92,904		77,668

Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the nine months ended June 30, 2013 and 2012, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.08 and $0.09, respectively. There was no dilutive effect based on the computation of income (loss) per limited partner unit in accordance with the two-class method for the three months ended June 30, 2013 and 2012.

Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans.

Comprehensive Income. Comprehensive income (loss) comprises net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income.

Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.

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Goodwill And Intangible Assets (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012
Finite-Lived Intangible Assets And Indefinite-Lived Intangible Assets [Line Items]
Goodwill (not subject to amortization)	$ 1,924,820	$ 1,862,259	$ 1,924,820	$ 1,862,259	$ 1,914,808
Customer relationships and noncompete agreements	505,580	507,089	505,580	507,089	505,367
Trademarks and tradenames (not subject to amortization)	81,800	144,200	81,800	144,200	91,100
Gross carrying amount	587,380	651,289	587,380	651,289	596,467
Accumulated amortization	(89,732)	(56,406)	(89,732)	(56,406)	(60,471)
Intangible assets, net	497,648	594,883	497,648	594,883	535,996
Intangible Assets (Textual) [Abstract]
Amortization of Intangible Assets	9,585	10,099	29,261	20,735
Remainder of Fiscal 2013	9,594		9,594
2014	37,554		37,554
2015	35,362		35,362
2016	34,190		34,190
2017	$ 32,111		$ 32,111

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Fair Value Measurement (Details Textual) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2011
Fair Value Measurement (Textual) [Abstract]
Carrying amount of long-term debt	$ 2,303,205	$ 2,345,130
Estimated fair value of long-term debt	$ 2,366,116	$ 2,404,863

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012	Dec. 31, 2011
Allowances for doubtful accounts	$ 23,510	$ 17,217	$ 22,961
Depreciation and amortization on property, plant and equipment	$ 1,194,133	$ 1,075,528	$ 1,037,327
Common units, issued (in units)	92,821,523	92,801,347	92,784,524

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Commitments and Contingencies

9 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Environmental Matters

Saranac Lake. By letter dated March 6, 2008, the New York State Department of Environmental Conservation (“DEC”) notified AmeriGas OLP that DEC had placed property owned by the Partnership in Saranac Lake, New York, on its Registry of Inactive Hazardous Waste Disposal Sites. A site characterization study performed by DEC disclosed contamination related to former manufactured gas plant (“MGP”) operations on the site. DEC has classified the site as a significant threat to public health or environment with further action required. The Partnership has researched the history of the site and its ownership interest in the site. The Partnership has reviewed the preliminary site characterization study prepared by the DEC, the extent of the contamination, and the possible existence of other potentially responsible parties. The Partnership communicated the results of its research to DEC in January 2009. There have been no recent developments in this matter. Because of the preliminary nature of available environmental information, the ultimate amount of expected clean up costs cannot be reasonably estimated.

Claremont, New Hampshire and Chestertown, Maryland. In connection with the Heritage Acquisition on January 12, 2012, a predecessor of Titan Propane, LLC (“Titan LLC”), a former subsidiary acquired in the Heritage Acquisition, is purportedly the beneficial holder of title with respect to two former MGPs discussed below. The Contribution Agreement provides for indemnification from ETP for certain expenses associated with remediation of these sites. By letter dated September 30, 2010, the EPA notified Titan LLC that it may be a potentially responsible party (“PRP”) for cleanup costs associated with contamination at a former MGP in Claremont, New Hampshire. In June 2010, the Maryland Attorney General (“MAG”) identified Titan LLC as a PRP in connection with contamination at a former MGP in Chestertown, Maryland and requested that Titan LLC participate in characterization and remediation activities. Titan LLC has supplied the EPA and MAG with corporate and bankruptcy information for its predecessors to support its claim that it is not liable for any remediation costs at the sites. Because of the preliminary nature of available environmental information, the ultimate amount of expected clean up costs cannot be reasonably estimated.

Other Matters

Cylinder Investigation. On or about October 21, 2009, the General Partner received a notice that the Offices of the District Attorneys of Santa Clara, Sonoma, Ventura, San Joaquin and Fresno Counties and the City Attorney of San Diego (the “District Attorneys”) have commenced an investigation into AmeriGas OLP’s cylinder labeling and filling practices in California as a result of the Partnership's decision in 2008 to reduce the volume of propane in cylinders it sells to consumers from 17 pounds to 15 pounds. At that time, the District Attorneys issued an administrative subpoena seeking documents and information relating to those practices. We have responded to the administrative subpoena. On or about July 20, 2011, the General Partner received a second subpoena from the District Attorneys. The subpoena sought additional information and documents regarding AmeriGas OLP’s cylinder exchange program and we responded to that subpoena. In connection with this matter, the District Attorneys have alleged potential violations of California’s antitrust laws, California’s slack-fill law, and California's principal false advertising statute. We believe we have strong defenses to these allegations.

Federal Trade Commission Investigation of Propane Grill Cylinder Filling Practices. On or about November 4, 2011, the General Partner received notice that the Federal Trade Commission (“FTC”) is conducting an antitrust and consumer protection investigation into certain practices of the Partnership which relate to the filling of portable propane cylinders. On February 2, 2012, the Partnership received a Civil Investigative Demand from the FTC that requests documents and information concerning, among other things, (i) the Partnership’s decision, in 2008, to reduce the volume of propane in cylinders it sells to consumers from 17 pound to 15 pounds and (ii) cross-filling, related service arrangements and communications regarding the foregoing with competitors. The Partnership believes that it will have good defenses to any claims that may result from this investigation. We are not able to assess the financial impact this investigation or any related claims may have on the Partnership.

Purported Class Action Lawsuit. In 2005, Samuel and Brenda Swiger (the “Swigers”) filed what purports to be a class action in the Circuit Court of Harrison County, West Virginia, against UGI, an insurance subsidiary of UGI, certain officers of UGI and the General Partner, and their insurance carriers and insurance adjusters. In this lawsuit, the Swigers are seeking compensatory and punitive damages on behalf of the putative class for alleged violations of the West Virginia Insurance Unfair Trade Practice Act, negligence, intentional misconduct, and civil conspiracy. The Court has not certified the class and, in October 2008, stayed the lawsuit pending resolution of a separate, but related class action lawsuit filed against AmeriGas OLP in Monongalia County, which was settled in Fiscal 2011. We believe we have good defenses to the claims in this action.

BP America Production Company v. Amerigas Propane, L.P. On July 15, 2011, BP America Production Company (“BP”) filed a complaint against AmeriGas OLP in the District Court of Denver County, Colorado, alleging, among other things, breach of contract and breach of the covenant of good faith and fair dealing relating to amounts billed for certain goods and services provided to BP since 2005 (the “Services”). The Services relate to the installation of propane-fueled equipment and appliances, and the supply of propane, to approximately 400 residential customers at the request of and for the account of BP. Effective June 20, 2013, we entered into a settlement agreement with BP and the lawsuit has been dismissed. The effect of the settlement agreement will not have a material impact on our results of operations or financial condition.

We cannot predict the final results of any of the environmental or other pending claims or legal actions described above. However, it is reasonably possible that some of them could be resolved unfavorably to us and result in losses in excess of recorded amounts. We are unable to estimate any possible losses in excess of recorded amounts. Although we currently believe, after consultation with counsel, that damages or settlements, if any, recovered by the plaintiffs in such claims or actions will not have a material adverse effect on our financial position, damages or settlements could be material to our operating results or cash flows in future periods depending on the nature and timing of future developments with respect to these matters and the amounts of future operating results and cash flows. In addition to the matters described above, there are other pending claims and legal actions arising in the normal course of our businesses. We believe, after consultation with counsel, the final outcome of such other matters will not have a material effect on our consolidated financial position, results of operations or cash flows.

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net (loss) income	$ (34,549)	$ (89,903)	$ 279,275	$ 89,069
Net losses on derivative instruments	(19,434)	(65,853)	(24,348)	(100,616)
Reclassification of net losses on derivative instruments	8,479	14,625	51,229	33,791
Other comprehensive (loss) income	(10,955)	(51,228)	26,881	(66,825)
Total comprehensive (loss) income	(45,504)	(141,131)	306,156	22,244
Add comprehensive loss (deduct comprehensive income) attributable to noncontrolling interests	65	1,034	(4,268)	(1,373)
Comprehensive (loss) income attributable to AmeriGas Partners, L.P.	$ (45,439)	$ (140,097)	$ 301,888	$ 20,871

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2012
Current assets:
Cash and cash equivalents	$ 16,533	$ 60,102	$ 122,843
Accounts receivable (less allowances for doubtful accounts of $23,510, $17,217 and $22,961, respectively)	298,558	266,677	230,237
Accounts receivable - related parties	1,234	970	1,390
Inventories	142,406	163,746	162,286
Derivative financial instruments	424	1,478	9,933
Prepaid expenses and other current assets	10,045	30,395	23,093
Total current assets	469,200	523,368	549,782
Property, plant and equipment (less accumulated depreciation and amortization of $1,194,133, $1,075,528 and $1,037,327, respectively)	1,456,055	1,499,225	1,508,136
Goodwill	1,924,820	1,914,808	1,862,259
Intangible assets, net	497,648	535,996	594,883
Other assets	40,487	43,934	44,891
Total assets	4,388,210	4,517,331	4,559,951
Current liabilities:
Current maturities of long-term debt	10,006	30,706	43,410
Bank loans	80,000	49,900	68,800
Accounts payable - trade	127,497	170,424	132,823
Accounts payable - related parties	1,518	2,012	820
Customer deposits and advances	80,194	167,614	81,916
Derivative financial instruments	13,573	42,347	75,686
Other current liabilities	164,020	207,842	176,698
Total current liabilities	476,808	670,845	580,153
Long-term debt	2,293,199	2,297,363	2,301,720
Other noncurrent liabilities	87,331	80,563	82,714
Total liabilities	2,857,338	3,048,771	2,964,587
Commitments and contingencies (note 7)
AmeriGas Partners, L.P. partners' capital:
Common unitholders (units issued - 92,821,523, 92,801,347 and 92,784,524, respectively)	1,490,680	1,455,702	1,608,145
General partner	17,310	16,975	18,504
Accumulated other comprehensive loss	(16,959)	(43,569)	(71,117)
Total AmeriGas Partners, L. P. partners' capital	1,491,031	1,429,108	1,555,532
Noncontrolling interest	39,841	39,452	39,832
Total partners' capital	1,530,872	1,468,560	1,595,364
Total liabilities and partners' capital	$ 4,388,210	$ 4,517,331	$ 4,559,951

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Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
General Partner Expense [Member]
Related Party Transactions (Textual)
Costs and Expenses, Related Party	$ 130,079	$ 89,619	$ 420,581	$ 280,175
UGI Corp Expense Reimbursement [Member]
Related Party Transactions (Textual)
Costs and Expenses, Related Party	4,218	2,287	14,974	7,664
UGI Corp Office Insurance Reimbursement [Member]
Related Party Transactions (Textual)
Costs and Expenses, Related Party	872	1,223	3,498	2,969
Energy Services Propane Purchases [Member]
Related Party Transactions (Textual)
Costs and Expenses, Related Party	$ 405	$ 42	$ 1,980	$ 42

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Disclosures About Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Components of Fair Value of Derivative Assets and Liabilities

The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of June 30, 2013 and 2012:

	Derivative Assets					Derivative (Liabilities)
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		2013		2012			2013			2012
Derivatives Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments and other assets	$	424	$	2,216	Derivative financial instruments and other noncurrent liabilities	$	(15,224	)	$	(68,078	)
Derivatives Not Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments	—		8,121		Derivative financial instruments	—			(11,061		)
Total Derivatives		$	424	$	10,337		$	(15,224	)	$	(79,139	)

Components of Derivative Instruments Gain Loss In Statement of Operations

The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and nine months ended June 30, 2013 and 2012:

Three Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(19,434	)	$	(65,853	)	$	(8,479	)	$	(14,625	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales
Nine Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(24,348	)	$	(100,616	)	$	(51,229	)	$	(33,791	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales

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Disclosures About Derivative Instruments and Hedging Activities (Details Textual) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013 gal Agreement	Jun. 30, 2012 gal
Disclosures About Derivative Instruments, Hedging Activities and Financial Instruments (Textual) [Abstract]
Maximum Length of Time Hedged in Price Risk Cash Flow Hedge (in months)	19 months
Weighted Average Length of Time Hedge in Price Risk Cash Flow Hedge (in months)	7 months
Derivative, Nonmonetary Notional Amount	177,800,000	223,000,000
Net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months	$ 14,924
Number of settled or unsettled interest rate protection agreements outstanding (in agreements)	0

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Error in Method of Accounting For Certain Customer Credits (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Sep. 30, 2012
Impact on revenues and accounts receivable [Member]
Error Correction [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	$ 3,600	$ 5,100
Impact on net income attributable to AmeriGas Partners, L.P. [Member]
Error Correction [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	3,564	5,048
Impact of Customer Credit Adjustment as of the end of the prior fiscal year.			$ 4,200

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Related Party Transactions

9 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Pursuant to the Partnership Agreement and, prior to the Merger, a management services agreement among HOLP GP, HOLP and the General Partner, the General Partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf. These costs, which totaled $130,079 and $89,619 for the three months ended June 30, 2013 and 2012, respectively, and $420,581 and $280,175 for the nine months ended June 30, 2013 and 2012, respectively, include employee compensation and benefit expenses of employees of the General Partner and general and administrative expenses.

UGI provides certain financial and administrative services to the General Partner. UGI bills the General Partner monthly for all direct and indirect corporate expenses incurred in connection with providing these services and the General Partner is reimbursed by the Partnership for these expenses. The allocation of indirect UGI corporate expenses to the Partnership utilizes a weighted, three-component formula based on the relative percentage of the Partnership’s revenues, operating expenses and net assets employed to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. The General Partner believes that this allocation method is reasonable and equitable to the Partnership. Such corporate expenses totaled $4,218 and $2,287 during the three months ended June 30, 2013 and 2012, respectively, and $14,974 and $7,664, during the nine months ended June 30, 2013 and 2012, respectively. In addition, UGI and certain of its subsidiaries provide office space, stop loss medical coverage and automobile liability insurance to the Partnership. The costs related to these items totaled $872 and $1,223 for the three months ended June 30, 2013 and 2012, respectively, and $3,498 and $2,969 for the nine months ended June 30, 2013 and 2012, respectively.

From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, Inc. (“Energy Services”). The prices for any such propane purchased are generally based on market price at the time of purchase. AmeriGas OLP purchased propane from Energy Services totaling $405 and $1,980 during the three and nine months ended June 30, 2013, respectively. AmeriGas OLP purchased propane from Energy Services totaling $42 during the three and nine months ended June 30, 2012.

In addition, the Partnership sells propane to affiliates of UGI. Such amounts were not material during the periods presented.

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Commitments and Contingencies (Details)	9 Months Ended
	Jun. 30, 2013 lb
CA cylinder investigation [Member]
Loss Contingencies [Line Items]
Amount of propane in cylinders before reduction (in pounds)	17
Amount of propane in cylinders after reduction (in pounds)	15
FTC Investigation [Member]
Loss Contingencies [Line Items]
Amount of propane in cylinders before reduction (in pounds)	17
Amount of propane in cylinders after reduction (in pounds)	15
BP Matter [Member]
Loss Contingencies [Line Items]
Number of residential customers related to the installation propane - fueled equipment and appliances, and the supply of propane (in customers)	400

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Disclosures about Derivative Instruments and Hedging Activities

9 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Disclosures About Derivative Instruments and Hedging Activities

Disclosures About Derivative Instruments and Hedging Activities

The Partnership is exposed to certain market risks related to its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risks managed by derivative instruments are commodity price risk and interest rate risk. Although we use derivative financial and commodity instruments to reduce market risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes. The use of derivative instruments is controlled by our risk management and credit policies which govern, among other things, the derivative instruments the Partnership can use, counterparty credit limits and contract authorization limits. Because most of our derivative instruments generally qualify as hedges under GAAP, we expect that changes in the fair value of derivative instruments used to manage commodity or interest rate market risk would be substantially offset by gains or losses on the associated anticipated transactions.

Commodity Price Risk

In order to manage market risk associated with the Partnership’s fixed-price programs which permit customers to lock in the prices they pay for propane principally during the months of October through March, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. At June 30, 2013 and 2012, there were 177.8 million gallons and 223.0 million gallons, respectively, of propane hedged with over-the-counter price swap and option contracts that qualify for hedge accounting treatment. At June 30, 2013, the maximum period over which we are hedging propane market price risk is 19 months with a weighted average of 7 months. In addition, the Partnership from time to time enters into price swap and option agreements to reduce short-term commodity price volatility and to provide market price risk support to a limited number of its wholesale customers which are generally not designated as hedges for accounting purposes.

We account for a significant portion of our commodity price risk contracts as cash flow hedges. Changes in the fair values of contracts qualifying for cash flow hedge accounting are recorded in accumulated other comprehensive income (“AOCI”) and noncontrolling interest, to the extent effective in offsetting changes in the underlying commodity price risk, until earnings are affected by the hedged item. At June 30, 2013, the amount of net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months based upon current fair values is $14,924.

Interest Rate Risk

Our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”). We account for IRPAs as cash flow hedges. Changes in the fair values of IRPAs are recorded in AOCI, to the extent effective in offsetting changes in the underlying interest rate risk, until earnings are affected by the hedged interest expense. There are no settled or unsettled amounts relating to IRPAs at June 30, 2013.

Derivative Financial Instruments Credit Risk

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally consist of major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the forms of letters of credit, parental guarantees or cash. Although we have concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties, the maximum amount of loss due to credit risk that, based upon the gross fair values of the derivative financial instruments, we would incur if these counterparties that make up the concentration failed to perform according to the terms of their contracts was not material at June 30, 2013. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At June 30, 2013, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of June 30, 2013 and 2012:

	Derivative Assets					Derivative (Liabilities)
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		2013		2012			2013			2012
Derivatives Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments and other assets	$	424	$	2,216	Derivative financial instruments and other noncurrent liabilities	$	(15,224	)	$	(68,078	)
Derivatives Not Designated as Hedging Instruments:
Propane contracts	Derivative financial instruments	—		8,121		Derivative financial instruments	—			(11,061		)
Total Derivatives		$	424	$	10,337		$	(15,224	)	$	(79,139	)

The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and nine months ended June 30, 2013 and 2012:

Three Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(19,434	)	$	(65,853	)	$	(8,479	)	$	(14,625	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales
Nine Months Ended June 30,
	Gain (Loss) Recognized in AOCI  and Noncontrolling Interest						Gain (Loss) Reclassified  from AOCI and Noncontrolling Interest into Income						Location of Gain  (Loss) Reclassified from AOCI and Noncontrolling Interest into Income
	2013			2012			2013			2012
Cash Flow Hedges:
Propane contracts	$	(24,348	)	$	(100,616	)	$	(51,229	)	$	(33,791	)	Cost of sales
	Gain (Loss)												Location of Gain  (Loss) Recognized in Income
	Recognized in Income
Derivatives Not Designated as Hedging Instruments:	2013			2012
Propane contracts	$	—		$	(14,871	)							Cost of sales

The amounts of derivative gains or losses representing ineffectiveness were not material for the three or nine months ended June 30, 2013 and 2012. During the three months ended June 30, 2012, the Partnership entered into propane swap and put option contracts to reduce short-term volatility in propane prices associated with a portion of its forecasted propane purchases during the months of April 2012 to August 2012. We did not account for these contracts as cash flow hedges and the changes in fair value was recorded through cost of sales in the Condensed Consolidated Statements of Operations. Net realized and unrealized losses recognized in income totaling $14,871 related to these contracts are included in the table above under the caption “Derivatives Not Designated as Hedging Instruments.”

We are also a party to a number of contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders and contracts which provide for the purchase and delivery of propane and service contracts that require the counterparty to provide commodity storage or transportation service to meet our normal sales commitments. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold.

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Goodwill and Intangible Assets

9 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

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

	June 30, 2013			September 30, 2012			June 30, 2012
Goodwill (not subject to amortization)	$	1,924,820		$	1,914,808		$	1,862,259
Intangible assets:
Customer relationships and noncompete agreements	$	505,580		$	505,367		$	507,089
Trademarks and tradenames (not subject to amortization)	81,800			91,100			144,200
Gross carrying amount	587,380			596,467			651,289
Accumulated amortization	(89,732		)	(60,471		)	(56,406		)
Intangible assets, net	$	497,648		$	535,996		$	594,883

The decrease in trademarks and tradenames and the increase in goodwill during the nine months ended June 30, 2013 reflects a correcting adjustment associated with the Heritage Acquisition. Amortization expense of intangible assets was $9,585 and $29,261 for the three and nine months ended June 30, 2013, respectively, and $10,099 and $20,735 for the three and nine months ended June 30, 2012, respectively. No amortization is included in cost of sales in the Condensed Consolidated Statements of Operations. As of June 30, 2013, our expected aggregate amortization expense of intangible assets for the remainder of Fiscal 2013 and the next four fiscal years is as follows: remainder of Fiscal 2013 — $9,594; Fiscal 2014 — $37,554; Fiscal 2015 — $35,362; Fiscal 2016 — $34,190; Fiscal 2017 — $32,111.

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Condensed Consolidated Statements of Partner's Capital (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Beginning Balance			$ 1,468,560	$ 351,479
Net income	(34,549)	(89,903)	279,275	89,069
Net losses on derivative instruments	(19,434)	(65,853)	(24,348)	(100,616)
Reclassification of net losses on derivative instruments	8,479	14,625	51,229	33,791
Distributions			(246,674)	(195,601)
Unit-based compensation expense			2,996	5,089
Common Units issued in connection with the Heritage Acquisitions				1,132,628
General Partners contribution to AmeriGas OLP in connection with the Heritage Acquisition				0
General Partners contribution to AmeriGas Partners, L.P in connection with the Heritage Acquisition				0
Common Units issued in connection with public offering				279,362
General Partner contribution to AmeriGas OLP				319
Common Units issued in connection with incentive compensation plans, net of tax withheld			(166)	(156)
Ending Balance	1,530,872	1,595,364	1,530,872	1,595,364
Noncontrolling interest
Beginning Balance			39,452	12,823
Net income			3,997	2,041
Net losses on derivative instruments			(246)	(1,009)
Reclassification of net losses on derivative instruments			517	341
Distributions			(3,879)	(3,040)
General Partners contribution to AmeriGas OLP in connection with the Heritage Acquisition				28,357
General Partner contribution to AmeriGas OLP				319
Ending Balance	39,841	39,832	39,841	39,832
Total AmeriGas Partners, L.P. partners' capital
Beginning Balance			1,429,108	338,656
Net income			275,278	87,028
Net losses on derivative instruments			(24,102)	(99,607)
Reclassification of net losses on derivative instruments			50,712	33,450
Distributions			(242,795)	(192,561)
Unit-based compensation expense			2,996	5,089
Common Units issued in connection with the Heritage Acquisitions				1,132,628
General Partners contribution to AmeriGas OLP in connection with the Heritage Acquisition				(28,357)
General Partners contribution to AmeriGas Partners, L.P in connection with the Heritage Acquisition				0
Common Units issued in connection with public offering				279,362
Common Units issued in connection with incentive compensation plans, net of tax withheld			(166)	(156)
Ending Balance	1,491,031	1,555,532	1,491,031	1,555,532
Limited Partner [Member]
Beginning Balance			1,455,702	340,180
Beginning Balance (in units)			92,801,347	57,124,296
Net income			258,630	77,400
Distributions			(226,472)	(181,877)
Unit-based compensation expense			2,996	5,089
Common Units issued in connection with the Heritage Acquisitions				1,132,628
Common Units issued in connection with the Heritage Acquisition (in units)				29,567,362
General Partners contribution to AmeriGas OLP in connection with the Heritage Acquisition				(28,357)
General Partners contribution to AmeriGas OLP in connection with the Heritage Acquisition (in units)				(635,667)
General Partners contribution to AmeriGas Partners, L.P in connection with the Heritage Acquisition				(13,323)
General Partners contribution to AmeriGas Partners, L.P in connection with the Heritage Acquisition (in units)				(298,660)
Common Units issued in connection with public offering				276,562
Common units sold in underwritten public offering (in units)				7,000,000
Common Units issued in connection with incentive compensation plans, net of tax withheld			(176)	(157)
Common Units issued in connection with incentive compensation plans, net of tax withheld (in units)			20,176	27,193
Ending Balance	1,490,680	1,608,145	1,490,680	1,608,145
Ending Balance (in units)	92,821,523	92,784,524	92,821,523	92,784,524
General partner
Beginning Balance			16,975	3,436
Net income			16,648	9,628
Distributions			(16,323)	(10,684)
General Partners contribution to AmeriGas Partners, L.P in connection with the Heritage Acquisition				13,323
General Partner contribution to AmeriGas OLP				2,800
Common Units issued in connection with incentive compensation plans, net of tax withheld			10	1
Ending Balance	17,310	18,504	17,310	18,504
Accumulated other comprehensive income (loss)
Beginning Balance			(43,569)	(4,960)
Net losses on derivative instruments			(24,102)	(99,607)
Reclassification of net losses on derivative instruments			50,712	(33,450)
Ending Balance	$ (16,959)	$ (71,117)	$ (16,959)	$ (71,117)

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Disclosures About Derivative Instruments and Hedging Activities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Jun. 30, 2012
Derivative Asset, Fair Value
Derivative Asset, Fair Value	$ 424	$ 10,337
Derivative Liability, Fair Value
Derivative Liability, Fair Value	(15,224)	(79,139)
Designated as Hedging Instrument [Member] | Propane contracts [Member] | Derivative Financial Instruments and Other Assets [Member]
Derivative Asset, Fair Value
Derivative Asset, Fair Value	424	2,216
Designated as Hedging Instrument [Member] | Propane contracts [Member] | Derivative Financial Instruments and Other Non Current Liabilities [Member]
Derivative Liability, Fair Value
Derivative Liability, Fair Value	(15,224)	(68,078)
Not Designated as Hedging Instrument [Member] | Propane contracts [Member] | Derivative financial instruments [Member]
Derivative Asset, Fair Value
Derivative Asset, Fair Value	0	8,121
Derivative Liability, Fair Value
Derivative Liability, Fair Value	$ 0	$ (11,061)

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Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Income per limited partner unit

The following table sets forth the numerators and denominators of the basic and diluted income per limited partner unit computations:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012			2013		2012
Common Unitholders’ interest in net income (loss) attributable to AmeriGas Partners under the two-class method for MLPs	$	(39,640	)	$	(92,737	)	$	251,083	$	70,342
Weighted average Common Units outstanding—basic (thousands)	92,838			92,783			92,830		77,615
Potentially dilutive Common Units (thousands)	—			—			74		53
Weighted average Common Units outstanding—diluted (thousands)	92,838			92,783			92,904		77,668

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Fair Value Measurement

9 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Derivative Financial Instruments

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of June 30, 2013, September 30, 2012 and June 30, 2012:

	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
June 30, 2013:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	424		$	—	$	424
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(15,224	)	$	—	$	(15,224	)
September 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	2,089		$	—	$	2,089
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(42,598	)	$	—	$	(42,598	)
June 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	10,337		$	—	$	10,337
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(79,139	)	$	—	$	(79,139	)

The fair values of our non-exchange traded commodity derivative contracts included in Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity.

Other Financial Instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At June 30, 2013, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,303,205 and $2,366,116, respectively. At June 30, 2012, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,345,130 and $2,404,863, respectively. We estimate the fair value of long-term debt by using current market prices and by discounting future cash flows using rates available for similar type debt (Level 2).

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

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Fair Value Measurement (Tables)

9 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Financial assets and financial liabilities at fair value on a recurring basis

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of June 30, 2013, September 30, 2012 and June 30, 2012:

	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
June 30, 2013:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	424		$	—	$	424
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(15,224	)	$	—	$	(15,224	)
September 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	2,089		$	—	$	2,089
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(42,598	)	$	—	$	(42,598	)
June 30, 2012:
Assets:
Derivative financial instruments:
Commodity contracts	$	—	$	10,337		$	—	$	10,337
Liabilities:
Derivative financial instruments:
Commodity contracts	$	—	$	(79,139	)	$	—	$	(79,139	)

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Acquisition of Heritage Propane (Tables)

9 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Summary of components and allocation of the preliminary purchase price

Summary of pro forma consolidated results of operations

The following presents unaudited pro forma income statement and income per unit data as if the Heritage Acquisition had occurred on October 1, 2011:

	Nine Months Ended June 30,
	2013 (As Reported)		2012 Pro Forma
Revenues	$	2,634,573	$	2,903,046
Net income attributable to AmeriGas Partners, L.P.	$	275,278	$	106,980
Income per limited partner unit:
Basic	$	2.70	$	1.07
Diluted	$	2.70	$	1.07

XML

Document and Entity Information	9 Months Ended
	Jun. 30, 2013	Jul. 31, 2013
Entity Information [Line Items]
Entity Registrant Name	AMERIGAS PARTNERS LP
Entity Central Index Key	0000932628
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--09-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		92,824,539

XML

Goodwill and Intangible Assets (Tables)

9 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Intangible Assets

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

	June 30, 2013			September 30, 2012			June 30, 2012
Goodwill (not subject to amortization)	$	1,924,820		$	1,914,808		$	1,862,259
Intangible assets:
Customer relationships and noncompete agreements	$	505,580		$	505,367		$	507,089
Trademarks and tradenames (not subject to amortization)	81,800			91,100			144,200
Gross carrying amount	587,380			596,467			651,289
Accumulated amortization	(89,732		)	(60,471		)	(56,406		)
Intangible assets, net	$	497,648		$	535,996		$	594,883