AMERIGAS PARTNERS LP, 10-K filed on 11/26/2014
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Sep. 30, 2014
Nov. 18, 2014
Mar. 31, 2014
Entity Information [Line Items]
 
 
 
Entity Registrant Name
AMERIGAS PARTNERS LP 
 
 
Entity Central Index Key
0000932628 
 
 
Document Type
10-K 
 
 
Document Period End Date
Sep. 30, 2014 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
FY 
 
 
Current Fiscal Year End Date
--09-30 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Public Float
 
 
$ 2,915,242,944 
Entity Common Stock, Shares Outstanding
 
92,869,863 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Current assets:
 
 
Cash and cash equivalents
$ 13,480 
$ 12,635 
Accounts receivable (less allowances for doubtful accounts of $17,681 and $18,552, respectively)
278,995 
290,701 
Accounts receivable — related parties
1,925 
1,509 
Inventories
181,946 
158,928 
Derivative instruments
272 
18,036 
Prepaid expenses and other current assets
29,290 
23,185 
Total current assets
505,908 
504,994 
Property, plant and equipment (less accumulated depreciation and amortization of $1,239,767 and $1,231,688, respectively)
1,386,910 
1,437,514 
Goodwill
1,945,748 
1,936,608 
Intangible assets
464,338 
493,649 
Derivative instruments
216 
Other assets
61,154 
64,690 
Total assets
4,364,058 
4,437,671 
Current liabilities:
 
 
Current maturities of long-term debt
11,589 
12,014 
Short-term borrowings
109,000 
116,900 
Accounts payable — trade
154,053 
170,705 
Accounts payable — related parties
1,081 
1,071 
Employee compensation and benefits accrued
45,501 
44,671 
Interest accrued
48,701 
49,013 
Customer deposits and advances
129,840 
128,122 
Derivative instruments
6,653 
135 
Other current liabilities
111,096 
98,645 
Total current liabilities
617,514 
621,276 
Long-term debt
2,280,145 
2,288,097 
Derivative instruments
26 
Other noncurrent liabilities
105,483 
104,161 
Total liabilities
3,003,168 
3,013,534 
Commitments and contingencies (Note 12)
   
   
AmeriGas Partners, L.P. partners’ capital:
 
 
Common unitholders (units issued — 92,867,204 and 92,824,539, respectively)
1,299,260 
1,354,187 
General partner
20,460 
15,930 
Accumulated other comprehensive income
2,794 
14,986 
Total AmeriGas Partners, L.P. partners’ capital
1,322,514 
1,385,103 
Noncontrolling interest
38,376 
39,034 
Total partners’ capital
1,360,890 
1,424,137 
Total liabilities and partners’ capital
$ 4,364,058 
$ 4,437,671 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Current assets:
 
 
Allowances for doubtful accounts
$ 17,681 
$ 18,552 
Depreciation and amortization on property, plant and equipment
$ 1,239,767 
$ 1,231,688 
Partners’ capital:
 
 
Common units, issued
92,867,204 
92,824,539 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Revenues:
 
 
 
Propane
$ 3,440,868 
$ 2,884,766 
$ 2,677,631 
Other
272,067 
281,777 
243,985 
Revenues
3,712,935 
3,166,543 
2,921,616 
Costs and expenses:
 
 
 
Cost of sales — propane (excluding depreciation shown below)
2,034,592 
1,571,574 
1,642,658 
Cost of sales — other (excluding depreciation shown below)
81,982 
88,479 
77,071 
Operating and administrative expenses
963,963 
943,928 
888,693 
Depreciation
154,020 
159,306 
134,225 
Amortization
43,195 
43,565 
34,898 
Other income, net
(27,450)
(32,503)
(26,521)
Costs and expenses
3,250,302 
2,774,349 
2,751,024 
Operating income
462,633 
392,194 
170,592 
Loss on extinguishments of debt
(13,349)
Interest expense
(165,581)
(165,432)
(142,641)
Income before income taxes
297,052 
226,762 
14,602 
Income tax expense
(2,611)
(1,671)
(1,931)
Net income
294,441 
225,091 
12,671 
Less: net income attributable to noncontrolling interest
(4,548)
(3,869)
(1,646)
Net income attributable to AmeriGas Partners, L.P.
289,893 
221,222 
11,025 1
General partner’s interest in net income attributable to AmeriGas Partners, L.P.
26,749 
21,498 
13,119 
Limited partners’ interest in net income (loss) attributable to AmeriGas Partners, L.P.
$ 263,144 
$ 199,724 
$ (2,094)
Income (loss) per limited partner unit — basic (Note 2) (in dollars per unit)
$ 2.82 
$ 2.14 
$ (0.11)
Income (loss) per limited partner unit — diluted (Note 2) (in dollars per unit)
$ 2.82 
$ 2.14 
$ (0.11)
Average limited partner units outstanding (thousands):
 
 
 
Basic (in units)
92,876 
92,832 
81,433 
Diluted (in units)
92,946 
92,910 
81,433 
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Statement of Comprehensive Income [Abstract]
 
 
 
Net income
$ 294,441 
$ 225,091 
$ 12,671 
Other comprehensive income (loss):
 
 
 
Net gains (losses) on derivative instruments
44,203 
6,647 
(86,573)
Reclassifications of net (gains) losses on derivative instruments
(56,517)
52,503 
47,569 
Other comprehensive (loss) income
(12,314)
59,150 
(39,004)
Total comprehensive income (loss)
282,127 
284,241 
(26,333)
Less: comprehensive income attributable to noncontrolling interest
(4,426)
(4,464)
(1,251)
Comprehensive income (loss) attributable to AmeriGas Partners, L.P.
$ 277,701 
$ 279,777 
$ (27,584)
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$ 294,441 
$ 225,091 
$ 12,671 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
197,215 
202,871 
169,123 
Provision for uncollectible accounts
26,403 
16,477 
15,088 
Loss on extinguishments of debt
13,349 
Unrealized losses on derivative instruments
9,495 
Other, net
(6,265)
(5,100)
1,019 
Net change in:
 
 
 
Accounts receivable
(15,246)
(43,378)
78,703 
Inventories
(22,804)
5,403 
53,061 
Accounts payable
(16,643)
(661)
(34,577)
Other current assets
2,429 
(2,305)
11,863 
Other current liabilities
11,045 
(42,795)
24,129 
Net cash provided by operating activities
480,070 
355,603 
344,429 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Expenditures for property, plant and equipment
(113,934)
(111,058)
(103,140)
Proceeds from disposals of assets
19,931 
22,113 
8,082 
Acquisitions of businesses, net of cash acquired
(15,746)
(19,946)
(1,425,002)
Net cash used by investing activities
(109,749)
(108,891)
(1,520,060)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Distributions
(346,744)
(327,000)
(271,839)
Proceeds from issuance of Common Units
276,562 
Noncontrolling interest activity
(5,084)
(4,882)
(2,979)
(Decrease) increase in short-term borrowings
(7,900)
67,000 
(45,600)
Issuance of long-term debt
1,524,174 
Repayment of long-term debt
(12,272)
(30,531)
(256,992)
Proceeds associated with equity based compensation plans, net of tax withheld
2,499 
1,221 
951 
Capital contributions from General Partner
25 
13 
2,824 
Net cash (used) provided by financing activities
(369,476)
(294,179)
1,227,101 
Cash and cash equivalents increase (decrease)
845 
(47,467)
51,470 
CASH AND CASH EQUIVALENTS:
 
 
 
End of year
13,480 
12,635 
60,102 
Beginning of year
12,635 
60,102 
8,632 
Increase (decrease)
845 
(47,467)
51,470 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
Cash paid for interest
$ 161,518 
$ 161,562 
$ 104,248 
Consolidated Statements of Partner's Capital (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Sep. 30, 2014
Dec. 31, 2013
Sep. 30, 2013
Dec. 31, 2012
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance
 
$ 1,424,137 
 
$ 1,468,560 
$ 1,424,137 
$ 1,468,560 
$ 351,479 
Net income
(47,432)
136,672 
(54,184)
98,043 
294,441 
225,091 
12,671 
Net gains (losses) on derivative instruments
 
 
 
 
44,203 
6,647 
(86,573)
Reclassifications of net (gains) losses on derivative instruments
 
 
 
 
(56,517)
52,503 
47,569 
Distributions
 
 
 
 
(351,828)
(331,882)
(275,831)
Unit-based compensation expense
 
 
 
 
2,299 
3,472 
6,832 
Common Units issued in connection with the Heritage Acquisition
 
 
 
 
 
 
1,132,628 
General Partner contribution of Common Units to AmeriGas OLP in connection with the Heritage Acquisition
 
 
 
 
 
 
General Partner contribution of Common Units to AmeriGas Partners, L.P. in connection with the Heritage Acquisition
 
 
 
 
 
 
Common Units issued in connection with public offering
 
 
 
 
 
 
279,362 
General Partner contribution to AmeriGas Propane, L.P.
 
 
 
 
 
 
1,013 
Goodwill push-down adjustment associated with prior-year acquisition
 
 
 
 
5,073 
 
 
Common Units issued in connection with employee and director plans, net of tax withheld
 
 
 
 
(918)
(254)
(590)
Ending Balance
1,360,890 
 
1,424,137 
 
1,360,890 
1,424,137 
1,468,560 
Noncontrolling Interest
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance
 
39,034 
 
39,452 
39,034 
39,452 
12,823 
Net income
 
 
 
 
4,548 
3,869 
1,646 
Net gains (losses) on derivative instruments
 
 
 
 
449 
64 
(874)
Reclassifications of net (gains) losses on derivative instruments
 
 
 
 
(571)
531 
479 
Distributions
 
 
 
 
(5,084)
(4,882)
(3,992)
General Partner contribution of Common Units to AmeriGas OLP in connection with the Heritage Acquisition
 
 
 
 
 
 
28,357 
General Partner contribution to AmeriGas Propane, L.P.
 
 
 
 
 
 
1,013 
Ending Balance
38,376 
 
39,034 
 
38,376 
39,034 
39,452 
Total AmeriGas Partners, L.P. Partners' Capital
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance
 
1,385,103 
 
1,429,108 
1,385,103 
1,429,108 
338,656 
Net income
 
 
 
 
289,893 
221,222 
11,025 
Net gains (losses) on derivative instruments
 
 
 
 
43,754 
6,583 
(85,699)
Reclassifications of net (gains) losses on derivative instruments
 
 
 
 
(55,946)
51,972 
47,090 
Distributions
 
 
 
 
(346,744)
(327,000)
(271,839)
Unit-based compensation expense
 
 
 
 
2,299 
3,472 
6,832 
Common Units issued in connection with the Heritage Acquisition
 
 
 
 
 
 
1,132,628 
General Partner contribution of Common Units to AmeriGas OLP in connection with the Heritage Acquisition
 
 
 
 
 
 
(28,357)
General Partner contribution of Common Units to AmeriGas Partners, L.P. in connection with the Heritage Acquisition
 
 
 
 
 
 
Common Units issued in connection with public offering
 
 
 
 
 
 
279,362 
Goodwill push-down adjustment associated with prior-year acquisition
 
 
 
 
5,073 
 
 
Common Units issued in connection with employee and director plans, net of tax withheld
 
 
 
 
(918)
(254)
(590)
Ending Balance
1,322,514 
 
1,385,103 
 
1,322,514 
1,385,103 
1,429,108 
Common
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance (in units)
 
92,824,539 
 
92,801,347 
92,824,539 
92,801,347 
57,124,296 
Beginning Balance
 
1,354,187 
 
1,455,702 
1,354,187 
1,455,702 
340,180 
Net income
 
 
 
 
263,144 
199,724 
(2,094)
Distributions
 
 
 
 
(319,427)
(304,444)
(256,112)
Unit-based compensation expense
 
 
 
 
2,299 
3,472 
6,832 
Common Units issued in connection with the Heritage Acquisition (in units)
 
 
 
 
 
 
29,567,362 
Common Units issued in connection with the Heritage Acquisition
 
 
 
 
 
 
1,132,628 
General Partner contribution of Common Units to AmeriGas OLP in connection with the Heritage Acquisition (in units)
 
 
 
 
 
 
(635,667)
General Partner contribution of Common Units to AmeriGas OLP in connection with the Heritage Acquisition
 
 
 
 
 
 
(28,357)
General Partner contribution of Common Units to AmeriGas Partners, L.P. in connection with the Heritage Acquisition (in units)
 
 
 
 
 
 
(298,660)
General Partner contribution of Common Units to AmeriGas Partners, L.P. in connection with the Heritage Acquisition
 
 
 
 
 
 
(13,323)
Common Units issued in connection with public offering (in units)
 
 
 
 
 
 
7,000,000 
Common Units issued in connection with public offering
 
 
 
 
 
 
276,562 
Common Units issued in connection with employee and director plans, net of tax withheld (in units)
 
 
 
 
42,665 
23,192 
44,016 
Common Units issued in connection with employee and director plans, net of tax withheld
 
 
 
 
(943)
(267)
(614)
Ending Balance (in units)
92,867,204 
 
92,824,539 
 
92,867,204 
92,824,539 
92,801,347 
Ending Balance
1,299,260 
 
1,354,187 
 
1,299,260 
1,354,187 
1,455,702 
General Partner
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance
 
15,930 
 
16,975 
15,930 
16,975 
3,436 
Net income
 
 
 
 
26,749 
21,498 
13,119 
Distributions
 
 
 
 
(27,317)
(22,556)
(15,727)
General Partner contribution of Common Units to AmeriGas Partners, L.P. in connection with the Heritage Acquisition
 
 
 
 
 
 
13,323 
Common Units issued in connection with public offering
 
 
 
 
 
 
2,800 
Goodwill push-down adjustment associated with prior-year acquisition
 
 
 
 
5,073 
 
 
Common Units issued in connection with employee and director plans, net of tax withheld
 
 
 
 
25 
13 
24 
Ending Balance
20,460 
 
15,930 
 
20,460 
15,930 
16,975 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
Beginning Balance
 
14,986 
 
(43,569)
14,986 
(43,569)
(4,960)
Net gains (losses) on derivative instruments
 
 
 
 
43,754 
6,583 
(85,699)
Reclassifications of net (gains) losses on derivative instruments
 
 
 
 
(55,946)
51,972 
47,090 
Ending Balance
$ 2,794 
 
$ 14,986 
 
$ 2,794 
$ 14,986 
$ (43,569)
Nature of Operations
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 and into AmeriGas OLP in July 2013 (the “Merger”), AmeriGas OLP’s principal operating subsidiary Heritage Operating, L.P. (“HOLP”). In addition, from January 12, 2012, through the date of its merger with and into AmeriGas OLP in August 2012, we also conducted business through AmeriGas OLP’s operating subsidiary, Titan Propane LLC (“Titan LLC”). HOLP and Titan LLC (collectively “Heritage Propane”) were acquired on January 12, 2012, from Energy Transfer Partners (“ETP”) (see Note 4 for additional information about the acquisition of Heritage Propane). AmeriGas OLP, along with HOLP and Titan LLC (prior to their mergers with and into AmeriGas OLP) are referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and all of their 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 September 30, 2014, AmeriGas Propane, Inc. (the “General Partner”), an indirect wholly owned subsidiary of UGI Corporation (“UGI”), held a 1% general partner interest in AmeriGas Partners and a 1.01% general partner interest in AmeriGas OLP. The General Partner and its wholly owned subsidiary, Petrolane Incorporated (“Petrolane,” a predecessor company of the Partnership), also owned 23,756,882 AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding comprise 69,110,322 publicly held Common Units including 3,125,000 Common Units held by a subsidiary of Energy Transfer Partners, L.P. (“ETP”). AmeriGas Partners issued 29,567,362 Common Units to ETP in conjunction with the January 2012 acquisition of Heritage Propane from ETP (see Note 4). ETP sold 18,942,362 and 7,500,000 of the Common Units it held in underwritten public offerings during Fiscal 2014 and Fiscal 2013, respectively, pursuant to its registration rights in its unitholder agreement. AmeriGas Partners did not receive any proceeds from the sales of the Common Units by ETP. Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 99% limited partner interest in AmeriGas OLP.
AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 13).
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Basis of Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.
Certain prior-year amounts have been reclassified to conform to the current-year presentation.
During the three months ended September 30, 2014, we identified an error in the amount recorded for insurance indemnification receivables on the September 30, 2013, Consolidated Balance Sheet related to the netting of insurance recoveries with the related liabilities to which right of set off does not exist. We evaluated the impact of the error and have determined that such error is not material. We have revised the September 30, 2013, Consolidated Balance Sheet to correct the error which resulted in the following increases: prepaid expenses and other current assets, total current assets, other current liabilities, and total current liabilities increased by $4,302; other assets, and other noncurrent liabilities, increased by $23,523; and total assets, total liabilities, and total liabilities and partners’ capital, increased by $27,825.
Principles of Consolidation. The consolidated financial statements include the accounts of AmeriGas Partners, its majority-owned subsidiary AmeriGas OLP, and its 100%-owned finance subsidiaries AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC. The accounts of the AmeriGas Partners’ majority-owned subsidiary AmeriGas OLP are included based upon the determination that, given the Partnership’s structure, AmeriGas Partners will absorb a majority of AmeriGas OLP’s expected losses, will receive a majority of AmeriGas OLP’s expected residual returns and is AmeriGas OLP’s primary beneficiary. AmeriGas OLP includes the accounts of its wholly owned subsidiaries. We eliminate all significant intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as noncontrolling interest in the consolidated financial statements.
Finance Corps. AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are 100%-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners.
Fair Value Measurements. The Company applies fair value measurements on a recurring and, as otherwise required under GAAP, also on a nonrecurring basis. Fair value measurements performed on a recurring basis principally relate to derivative instruments.
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). A level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.
Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. We evaluate the need for credit adjustments to our derivative instrument fair values. These credit adjustments were not material to the fair values of our derivative instruments.
Derivative Instruments. Derivative instruments are reported in the Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exemption under GAAP. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Prior to April 1, 2014, substantially all of our derivative financial instruments were designated and qualified as cash flow hedges. For cash flow hedges, changes in the fair values of the derivative instruments are recorded in accumulated other comprehensive income (“AOCI”) or noncontrolling interests, to the extent effective at offsetting changes in the hedged item, until earnings are affected by the hedged item. When earnings are affected by the hedged item, gains or losses are recorded in cost of sales on the Consolidated Statements of Operations. We discontinue cash flow hedge accounting if the occurrence of the forecasted transaction is determined to be no longer probable. Effective April 1, 2014, the Partnership determined that on a prospective basis, it would no longer elect cash flow hedge accounting for its commodity derivative instruments. Changes in the fair values of these derivative instruments are reflected in cost of sales on the Consolidated Statements of Operations.
For a more detailed description of the derivative instruments we use, our accounting for derivatives, our objectives for using them and other information, see Note 16.
Revenue Recognition. Revenues from the sale of propane are recognized principally upon delivery. Revenues from the sale of appliances and equipment are recognized at the later of sale or installation. Revenues from repair or maintenance services are recognized upon completion of services. Revenues from annually billed fees are recorded on a straight-line basis over one year. We present revenue-related taxes collected from customers and remitted to taxing authorities, principally sales and use taxes, on a net basis.
During the three months ended March 31, 2013, we identified an error in our accounting for certain customer credits. We 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, we changed the 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. We evaluated the impact of the error on prior periods and determined that the effect was not material to any prior period financial statement. The correction of the error in accounting for customer credits had the effect of decreasing propane revenues and accounts receivable by $4,700, and decreasing net income attributable to AmeriGas Partners, L.P. by $4,652, for Fiscal 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.
Delivery Expenses. Expenses associated with the delivery of propane to customers (including vehicle expenses, expenses of delivery personnel, vehicle repair and maintenance and general liability expenses) are classified as operating and administrative expenses on the Consolidated Statements of Operations. Depreciation expense associated with delivery vehicles is classified in depreciation on the Consolidated Statements of Operations.
Income Taxes. AmeriGas Partners and the Operating Partnership are not directly subject to federal income taxes. Instead, their taxable income or loss is allocated to their individual partners. The Operating Partnership has corporate subsidiaries which are directly subject to federal and state income taxes. Accordingly, our consolidated financial statements reflect income taxes related to these corporate subsidiaries. Legislation in certain states allows for taxation of partnerships’ income and the accompanying financial statements reflect state income taxes resulting from such legislation. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders. This is a result of (1) differences between the tax basis and financial reporting basis of assets and liabilities and (2) the taxable income allocation requirements of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”) and the Internal Revenue Code.
Comprehensive Income (Loss). 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.
Cash and Cash Equivalents. All highly liquid investments with maturities of three months or less when purchased are classified as cash equivalents.
Inventories. Our inventories are stated at the lower of cost or market. We determine cost using an average cost method for propane, specific identification for appliances and the first-in, first-out (“FIFO”) method for all other inventories.
Property, Plant and Equipment and Related Depreciation. We record property, plant and equipment at cost. The amounts we assign to property, plant and equipment of acquired businesses are based upon estimated fair value at date of acquisition.
We compute depreciation expense on plant and equipment using the straight-line method over estimated service lives generally ranging from 15 to 40 years for buildings and improvements; 6 to 30 years for storage and customer tanks and cylinders; and 3 to 10 years for vehicles, equipment and office furniture and fixtures. Costs to install Partnership-owned tanks at customer locations, net of amounts billed to customers, are capitalized and depreciated over the estimated period of benefit not exceeding 10 years.
We include in property, plant and equipment costs associated with computer software we develop or obtain for use in our business. We amortize computer software costs on a straight-line basis over expected periods of benefit not exceeding 10 years once the installed software is ready for its intended use.
No depreciation expense is included in cost of sales on the Consolidated Statements of Operations.
Segment Information. We have determined that we have a single reportable operating segment that engages in the distribution of propane and related equipment and supplies. No single customer represents ten percent or more of consolidated revenues on an accrual basis. In addition, substantially all of our revenues are derived from sources within the United States and substantially all of our long-lived assets are located in the United States.
Goodwill and Intangible Assets. In accordance with GAAP relating to intangible assets, we amortize intangible assets over their estimated useful lives unless we determine their lives to be indefinite. Estimated useful lives of definite-lived intangible assets, consisting of customer relationships and noncompete agreements, do not exceed 15 years. We review definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the associated carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are not amortized but are tested annually for impairment and written down to fair value as required.

We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if discrete financial information is prepared and regularly reviewed by segment management. We are required to recognize an impairment charge under GAAP if the carrying amount of the reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. As permitted under GAAP, we assess qualitative factors to determine whether it is more likely than not that the fair value of the Partnership is less than its carrying amount. Among the significant factors considered in performing the qualitative assessment is the market price of AmeriGas Partners Common Units. Based upon this assessment, we determined that it is not more likely than not that the fair value of the Partnership is less than its carrying amount.

There were no accumulated impairment losses at September 30, 2014 and no provisions for goodwill or other intangible asset impairments were recorded during Fiscal 2014, Fiscal 2013 or Fiscal 2012. No amortization expense of intangible assets is included in cost of sales in the Consolidated Statements of Operations. For further information, see Note 10.
Impairment of Long-Lived Assets. We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We evaluate recoverability based upon undiscounted future cash flows expected to be generated by such assets. If the undiscounted future cash flows indicate that the recorded amounts are not expected to be recoverable, such long-lived assets are reduced to their estimated fair values. Estimates of fair values are generally based on recent sales of similar assets and other market indicators (Level 2). No provisions for impairments were recorded during Fiscal 2014 or Fiscal 2012. During Fiscal 2013, the Partnership recorded long-lived asset impairment charges of $3,000.
Deferred Debt Issuance Costs. Included in other assets on the Consolidated Balance Sheets are net deferred debt issuance costs of $28,226 and $31,772 at September 30, 2014 and 2013, respectively. We are amortizing these costs over the terms of the related debt.
Customer Deposits. We offer certain of our customers prepayment programs which require customers to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated propane purchases. Customer prepayments, in excess of associated billings, are classified as customer deposits and advances on the Consolidated Balance Sheets.
Equity-Based Compensation. The General Partner may grant Common Unit awards (as further described in Note 11) to employees and non-employee directors under its Common Unit plans, and employees of the General Partner may be granted stock options for UGI Common Stock. All of our equity-based compensation is measured at fair value on the grant date, date of modification or end of the period, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity on our Consolidated Balance Sheets. Equity-based compensation costs associated with the portion of Common Unit awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of Common Unit awards classified as liabilities are measured based upon their estimated fair value at the grant date and remeasured as of the end of each period. For a further description of our equity-based compensation plans and related disclosures, see Note 11.
Environmental Matters. We are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current or former operating sites.
Environmental reserves are accrued when assessments indicate that it is probable that a liability has been incurred and an amount can reasonably be estimated and represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs. At September 30, 2014 and 2013, the Partnership’s accrued liabilities for environmental investigation and cleanup costs were not material.
Allocation of Net Income. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Partnership Agreement (see Note 5).
Net Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income (loss) per limited partner unit computations:
 
2014
 
2013
 
2012 (a)
Net income attributable to AmeriGas Partners, L.P.
$
289,893

 
$
221,222

 
$
11,025

Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
(27,895
)
 
(22,639
)
 
(20,181
)
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
$
261,998

 
$
198,583

 
$
(9,156
)
 
 
 
 
 
 
Weighted average Common Units outstanding — basic (thousands)
92,876

 
92,832

 
81,433

Potentially dilutive Common Units (thousands)
70

 
78

 

Weighted average Common Units outstanding — diluted (thousands)
92,946

 
92,910

 
81,433

(a)
There were 58 potentially dilutive Common Units excluded from the calculation because of the net loss attributable under the two-class method.

Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for Fiscal 2014, Fiscal 2013 and Fiscal 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 $0.01, $0.01, and $0.09, respectively.
Accounting Changes
Accounting Changes
Accounting Changes

Adoption of New Accounting Standards
Disclosures about Reclassifications Out of Accumulated Other Comprehensive Income. In Fiscal 2014, the Partnership adopted new accounting guidance regarding disclosures for items reclassified out of AOCI. The disclosures required by the new accounting guidance are included in Note 16 to Consolidated Financial Statements. The new disclosures are applied prospectively. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position.
Disclosures about Offsetting Assets and Liabilities. Effective October 1, 2013, the Partnership adopted new accounting guidance requiring entities to disclose both gross and net information about recognized derivative instruments that are offset on the balance sheet as a result of an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The new disclosures are applied retroactively to all periods presented. The required disclosures are included in Note 16 to Consolidated Financial Statements. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position.
Accounting Standards Not Yet Adopted
Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition,” and most industry-specific guidance included in the Accounting Standards Codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard is effective for the Partnership beginning in fiscal 2018 and allows for either full retrospective adoption or modified retrospective adoption. The Partnership’s management is in the process of assessing the impact of the adoption of ASU 2014-09 on its results of operations, cash flows and financial position.
Discontinued Operations. In April 2014, the FASB issued authoritative guidance amending existing requirements for reporting discontinued operations.  Under the new guidance, discontinued operations reporting will be limited to disposal transactions that represent strategic shifts having a major effect on operations and financial results. The amended guidance also enhances disclosures and requires assets and liabilities of a discontinued operation to be classified as such for all periods presented in the financial statements. Public entities will apply the amended guidance prospectively to all disposals occurring within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Partnership will adopt this standard on October 1, 2015. Due to the change in requirements for reporting discontinued operations described above, presentation and disclosure of future disposal transactions after adoption may be different than under current standards.
Acquisitions
Acquisitions
Acquisitions
Heritage Propane Acquisition
On January 12, 2012 (the “Acquisition Date”), AmeriGas Partners completed the acquisition of Heritage Propane from ETP (“Heritage Acquisition”). Total consideration for the Heritage Acquisition totaled $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. In order to finance the cash portion of the Heritage Acquisition, AmeriGas Finance Corp. and AmeriGas Finance LLC, wholly owned finance subsidiaries of AmeriGas Partners, issued Senior Notes (see Note 6).
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. (the “Contributor”). The acquired business conducted its propane operations in 41 states. According to LP-Gas Magazine rankings published on February 1, 2012, Heritage Propane was the third largest retail propane distributor in the United States, delivering over 500 million gallons to more than one million retail propane customers in 2011. The Heritage Acquisition was consistent with our growth strategies, one of which is to grow our core business through acquisitions.
Pursuant to the Contribution Agreement, the Contributor contributed to AmeriGas Partners a 99.999% limited partner interest in HOLP; a 100% membership interest in Heritage Operating GP, LLC, a Delaware limited liability company and holder of a 0.001% general partner interest in HOLP; a 99.99% limited partner interest in Titan Energy Partners, L.P., a Delaware limited partnership and the sole member of Titan LLC; and a 100% membership interest in Titan Energy GP, L.L.C., a Delaware limited liability company and holder of a 0.01% general partner interest in Titan Energy Partners, L.P. As a result of the Heritage Acquisition, the General Partner, in order to maintain its general partner interests in AmeriGas Partners and AmeriGas OLP, contributed 934,327 Common Units to the Partnership having a fair value of $41,680. These Common Units were subsequently cancelled.

The final allocation of the purchase price to the assets acquired and liabilities assumed for the Heritage Acquisition is as follows:

Assets acquired:
 
 
Current assets
 
$
301,372

Property, plant & equipment
 
890,215

Customer relationships (estimated useful life of 15 years)
 
418,900

Trademarks and tradenames (a)
 
91,100

Goodwill (a) (b)
 
1,217,717

Other assets
 
9,947

Total assets acquired
 
$
2,929,251

Liabilities assumed:
 
 
Current liabilities
 
$
(238,016
)
Long-term debt
 
(62,927
)
Other noncurrent liabilities
 
(23,481
)
Total liabilities assumed
 
$
(324,424
)
Total
 
$
2,604,827


(a)
During Fiscal 2013, the Partnership made correcting adjustments to trademarks and tradenames and goodwill which are not reflected in the table above (see Note 10).
(b)
Goodwill associated with the Heritage Acquisition principally results from synergies expected from combining the operations and from assembled workforce.

Transaction expenses associated with the Heritage Acquisition, which are included in operating and administrative expenses on the Consolidated Statements of Operations, totaled $5,252 for Fiscal 2012. The results of operations of Heritage Propane are included in the Partnership’s Consolidated Statements of Operations since the acquisition. As a result of combining the Heritage Propane operations with our legacy operations, it is impracticable to determine the impact of the Heritage Propane operations on the revenues and earnings of the Partnership.
The following presents unaudited Fiscal 2012 pro forma income statement and income per unit data as if the Heritage Acquisition had occurred at the beginning of the period:
 
 
2012
Revenues
 
$
3,413,331

Net income attributable to AmeriGas Partners
 
$
30,977

Income per limited partner unit:
 
 
Basic
 
$
0.17

Diluted
 
$
0.17



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.
Other Acquisitions

During Fiscal 2014, Fiscal 2013 and Fiscal 2012, AmeriGas OLP acquired a number of smaller domestic retail propane distribution businesses for total net cash consideration of $15,746, $19,946 and $13,518, respectively. In conjunction with these acquisitions, liabilities of $4,491 in Fiscal 2014, $3,969 in Fiscal 2013 and $4,844 in Fiscal 2012 were incurred. The operating results of these businesses have been included in our operating results from their respective dates of acquisitions. The total purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed as follows:

 
2014
 
2013
 
2012
Net current assets
$
136

 
$
691

 
$
1,590

Property, plant and equipment
6,916

 
5,167

 
6,175

Goodwill
6,751

 
12,481

 
5,363

Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively)
6,434

 
5,576

 
5,234

Total
$
20,237

 
$
23,915

 
$
18,362



The goodwill above is primarily the result of synergies between the acquired businesses and our existing propane business. The pro forma effects of these transactions were not material.
Quarterly Distributions of Available Cash
Quarterly Distributions of Available Cash
Quarterly Distributions of Available Cash
The Partnership makes distributions to its partners approximately 45 days after the end of each fiscal quarter in a total amount equal to its Available Cash (as defined in the Partnership Agreement) for such quarter. Available Cash generally means:
1.all cash on hand at the end of such quarter,
2.plus all additional cash on hand as of the date of determination resulting from borrowings after the end of such quarter,
3.less the amount of cash reserves established by the General Partner in its reasonable discretion.
The General Partner may establish reserves for the proper conduct of the Partnership’s business and for distributions during the next four quarters.
Distributions of Available Cash are made 98% to limited partners and 2% to the General Partner (giving effect to the 1.01% interest of the General Partner in distributions of Available Cash from AmeriGas OLP to AmeriGas Partners) until Available Cash exceeds the Minimum Quarterly Distribution of $0.55 and the First Target Distribution of $0.055 per Common Unit (or a total of $0.605 per Common Unit). When Available Cash exceeds $0.605 per Common Unit in any quarter, the General Partner will receive a greater percentage of the total Partnership distribution (the “incentive distribution”) but only with respect to the amount by which the distribution per Common Unit to limited partners exceeds $0.605.
Quarterly distributions of Available Cash per limited partner unit during Fiscal 2014, Fiscal 2013 and Fiscal 2012 were as follows:

 
2014
 
2013
 
2012
1st Quarter
$
0.84

 
$
0.80

 
$
0.74

2nd Quarter
$
0.84

 
$
0.80

 
$
0.76

3rd Quarter
$
0.88

 
$
0.84

 
$
0.80

4th Quarter
$
0.88

 
$
0.84

 
$
0.80



During Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Partnership made quarterly distributions to Common Unitholders in excess of $0.605 per limited partner unit. As a result, the General Partner received a greater percentage of the total Partnership distribution than its aggregate 2% general partner interest in AmeriGas OLP and AmeriGas Partners. During Fiscal 2014, Fiscal 2013 and Fiscal 2012, the total amount of distributions received by the General Partner with respect to its aggregate 2% general partner ownership interests totaled $32,401, $27,438 and $19,719, respectively. Included in these amounts are incentive distributions received by the General Partner during Fiscal 2014, Fiscal 2013 and Fiscal 2012 of $23,850, $19,286 and $13,008, respectively.
Debt
Debt
Debt
Long-term debt comprises the following at September 30:

 
2014
 
2013
AmeriGas Partners Senior Notes:
 
 
 
   7.00%, due May 2022
$
980,844

 
$
980,844

   6.75%, due May 2020
550,000

 
550,000

   6.50%, due May 2021
270,001

 
270,001

   6.25%, due August 2019
450,000

 
450,000

HOLP Senior Secured Notes
26,497

 
32,001

Other
14,392

 
17,265

Total long-term debt
2,291,734

 
2,300,111

Less: current maturities
(11,589
)
 
(12,014
)
Total long-term debt due after one year
$
2,280,145

 
$
2,288,097



Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows: Fiscal 2015$10,999; Fiscal 2016$7,602; Fiscal 2017$5,588; Fiscal 2018$4,887; Fiscal 2019$454,523.
AmeriGas Partners Senior Notes
In order to finance the cash portion of the Heritage Acquisition, on January 12, 2012, AmeriGas Finance Corp. and AmeriGas Finance LLC (the “Issuers”) issued $550,000 principal amount of 6.75% Notes due May 2020 and $1,000,000 principal amount of 7.00% Notes due May 2022. The 6.75% Notes and the 7.00% Notes are fully and unconditionally guaranteed on a senior unsecured basis by AmeriGas Partners. The Issuers have the right to redeem the 6.75% Notes, in whole or in part, at any time on or after May 20, 2016 and to redeem the 7.00% Notes, in whole or in part, at any time on or after May 20, 2017, subject to certain restrictions. A premium applies to redemptions of the 6.75% Notes and 7.00% Notes through May 2018 and May 2020, respectively. On or prior to May 20, 2015, the Issuers may also redeem, at a premium and subject to certain restrictions, up to 35% of each of the 6.75% Notes and the 7.00% Notes with the proceeds of a registered public equity offering. The 6.75% Notes and the 7.00% Notes and the guarantees rank equal in right of payment with all of AmeriGas Partners’ existing senior notes. In connection with the Heritage Acquisition, AmeriGas Partners, AmeriGas Finance Corp., AmeriGas Finance LLC and UGI entered into a Contingent Residual Support Agreement (“CRSA”) with ETP pursuant to which ETP will provide contingent, residual support of $1,500,000 of debt (“Supported Debt” as defined in the CRSA).
On March 28, 2012, AmeriGas Partners announced that holders of approximately $383,455 in aggregate principal amount of outstanding 6.50% Senior Notes due May 2021 (the “6.50% Notes”), representing approximately 82% of the total $470,000 principal amount outstanding, had validly tendered their notes in connection with the Partnership’s March 14, 2012, offer to purchase for cash up to $200,000 of the 6.50% Notes. Tendered 6.50% Notes in the amount of $199,999 were redeemed on March 28, 2012, at an effective price of 105% using an approximate proration factor of 52.3% of total notes tendered. During June 2012, AmeriGas Partners repurchased $19,156 aggregate principal amount of outstanding 7.00% Notes. The Partnership recorded a net loss of $13,349 on these extinguishments of debt which amount is reflected on the Fiscal 2012 Consolidated Statement of Operations under the caption loss on extinguishments of debt.
HOLP Senior Secured Notes
The Partnership’s total long-term debt at September 30, 2014 and 2013, includes $26,497 and $32,001, respectively, of HOLP Senior Secured Notes (including unamortized premium of $3,134 and $3,729, respectively). The face interest rates on the HOLP Notes ranged from 7.89% to 8.87% with an effective interest rate of 6.75%. The HOLP Senior Secured Notes are collateralized by AmeriGas OLP’s receivables, contracts, equipment, inventory, general intangibles and cash.
AmeriGas OLP Credit Agreement
In June 2014, AmeriGas OLP entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with a group of banks which provides for borrowings up to $525,000 (including a $125,000 sublimit for letters of credit) and expires in June 2019. The Credit Agreement amends and restates AmeriGas OLP’s prior credit agreement entered into in June 2011, as amended from time to time. The Credit Agreement permits AmeriGas OLP to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a one-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the Credit Agreement, plus a margin. Under the Credit Agreement, the applicable margin on base rate borrowings ranges from 0.50% to 1.50%; the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.50%; and the facility fee ranges from 0.30% to 0.45%. The aforementioned margins and facility fees are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the Credit Agreement).
At September 30, 2014 and 2013, there were $109,000 and $116,900 of borrowings outstanding under the Credit Agreement and the prior credit agreement, respectively, which amounts are reflected as short-term borrowings on the Consolidated Balance Sheets. The weighted-average interest rates on borrowings under these credit agreements at September 30, 2014 and 2013 were 2.16% and 2.69%, respectively. Issued and outstanding letters of credit, which reduce available borrowings under these credit agreements, totaled $64,705 and $53,705 at September 30, 2014 and 2013, respectively.
Restrictive Covenants
The AmeriGas Partners Senior Notes restrict the ability of the Partnership and AmeriGas OLP to, among other things, incur additional indebtedness, make investments, incur liens, issue preferred interests, prepay subordinated indebtedness, and effect mergers, consolidations and sales of assets. Under the Senior Notes indentures, AmeriGas Partners is generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if certain conditions are met. These conditions include:
1.no event of default exists or would exist upon making such distributions and
2.the Partnership’s consolidated fixed charge coverage ratio, as defined, is greater than 1.75-to-1.
If the ratio in item 2 above is less than or equal to 1.75-to-1, the Partnership may make cash distributions in a total amount not to exceed $75,000 less the total amount of distributions made during the immediately preceding 16 Fiscal quarters. At September 30, 2014, the Partnership was not restricted by the consolidated fixed charge coverage ratio from making cash distributions. See the provisions of the Partnership Agreement relating to distributions of Available Cash in Note 5.
The HOLP Senior Secured Notes contain restrictive covenants including the maintenance of financial covenants and limitations on the disposition of assets, changes in ownership, additional indebtedness, restrictive payments and the creation of liens. The financial covenants require AmeriGas OLP to maintain a ratio of Consolidated Funded Indebtedness to Consolidated EBITDA (as defined) below certain thresholds and to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined).
The Credit Agreement restricts the incurrence of additional indebtedness and also restricts certain liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. The Credit Agreement requires that AmeriGas OLP and AmeriGas Partners maintain ratios of total indebtedness to EBITDA, as defined, below certain thresholds. In addition, the Partnership must maintain a minimum ratio of EBITDA to interest expense, as defined and as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result therefrom, AmeriGas OLP is permitted to make cash distributions not more frequently than quarterly in an amount not to exceed available cash, as defined, for the immediately preceding calendar quarter.
At September 30, 2014, the amount of net assets of the Partnership’s subsidiaries that was restricted from transfer as a result of the amount of Available Cash, computed in accordance with the Partnership Agreement, applicable debt agreements and AmeriGas OLP’s partnership agreement, totaled approximately $3,200,000.
Employee Retirement Plans
Employee retirement plans
Employee Retirement Plans
The General Partner sponsors a 401(k) savings plan for eligible employees. Participants in the savings plan may contribute a portion of their compensation on a before-tax basis. Generally, employee contributions are matched on a dollar-for-dollar (100%) basis up to 5% of eligible compensation. The cost of benefits under our savings plan was $11,237 in Fiscal 2014, $10,777 in Fiscal 2013 and $10,716 in Fiscal 2012.
The General Partner also sponsors a nonqualified deferred compensation plan and a nonqualified supplemental executive retirement plan. These plans provide benefits to executives that would otherwise be provided under the Partnership’s retirement plans but are prohibited due to limitations imposed by the Internal Revenue Service. Costs associated with these plans were not material in Fiscal 2014, Fiscal 2013 and Fiscal 2012.
Inventories
Inventories
Inventories
Inventories comprise the following at September 30:

 
2014
 
2013
Propane gas
$
157,032

 
$
130,410

Materials, supplies and other
19,680

 
22,860

Appliances for sale
5,234

 
5,658

Total inventories
$
181,946

 
$
158,928



In addition to inventories on hand, we also enter into contracts to purchase propane to meet a portion of our supply requirements. Generally, these contracts are one- to three-year agreements subject to annual price and quantity adjustments.
Property, Plant and Equipment
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment comprise the following at September 30:

 
2014
 
2013
Land
$
142,505

 
$
147,405

Buildings and improvements
188,183

 
176,638

Transportation equipment
243,437

 
227,242

Storage facilities
248,757

 
240,251

Equipment, primarily cylinders and tanks
1,598,120

 
1,688,512

Other, including work in progress
205,675

 
189,154

Gross property, plant and equipment
2,626,677

 
2,669,202

Less accumulated depreciation and amortization
(1,239,767
)
 
(1,231,688
)
Net property, plant and equipment
$
1,386,910

 
$
1,437,514

Goodwill and Intangible Assets
Goodwill and Intangible Assets
Goodwill and Intangible Assets

Changes in the carrying amount of goodwill are as follows:
Balance September 30, 2012
$
1,914,808

Acquisitions
12,481

Purchase accounting adjustments
19

Correcting adjustment
9,300

Balance September 30, 2013
1,936,608

Acquisitions
6,751

Purchase accounting adjustments
(2,684
)
Goodwill push-down adjustment associated with prior-year acquisition
5,073

Balance September 30, 2014
$
1,945,748



The correcting adjustment in Fiscal 2013 primarily reflects an adjustment associated with the Heritage Acquisition.
The Partnership’s intangible assets comprise the following at September 30:
 
2014
 
2013
Customer relationships and noncompete agreements
$
519,103

 
$
511,130

   Trademarks and tradenames (not subject to amortization)
82,944

 
81,800

   Gross carrying amount
602,047

 
592,930

Accumulated amortization
(137,709
)
 
(99,281
)
Intangible assets, net
$
464,338

 
$
493,649



Amortization expense of intangible assets was $38,428, $38,810 and $30,649 in Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively. Estimated amortization expense of intangible assets during the next five fiscal years is as follows: Fiscal 2015$37,422; Fiscal 2016$36,132; Fiscal 2017$33,967; Fiscal 2018$32,607; Fiscal 2019$31,411.
Partners' Capital and Incentive Compensation Plans
Partners Capital and Incentive Compensation Plans
Partners’ Capital and Incentive Compensation Plans
In accordance with the Partnership Agreement, the General Partner may, in its sole discretion, cause the Partnership to issue an unlimited number of additional Common Units and other equity securities of the Partnership ranking on a parity with the Common Units.
On March 21, 2012, AmeriGas Partners sold 7,000,000 Common Units in an underwritten public offering at a public offering price of $41.25 per unit. The net proceeds of the public offering totaling $276,562 and the associated capital contributions from the General Partner totaling $2,800 were used to redeem $199,999 of the 6.50% Notes pursuant to a tender offer (see Note 6), to reduce Partnership bank loan borrowings and for general corporate purposes.
The General Partner grants equity-based awards to employees and non-employee directors comprising grants of AmeriGas Partners equity instruments as further described below. We recognized total pre-tax equity-based compensation expense of $4,286, $4,647 and $8,373 in Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.
Under the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. (“2010 Propane Plan”), the General Partner may award to employees and non-employee directors grants of Common Units (comprising AmeriGas Performance Units and AmeriGas Stock Units), options, phantom units, unit appreciation rights and other Common Unit-based awards. The total aggregate number of Common Units that may be issued under the Plan is 2,800,000. The exercise price for options may not be less than the fair market value on the date of grant. Awards granted under the 2010 Propane Plan may vest immediately or ratably over a period of years, and options can be exercised no later than ten years from the grant date. In addition, the 2010 Propane Plan provides that Common Unit-based awards may also provide for the crediting of Common Unit distribution equivalents to participants’ accounts.
AmeriGas Stock Unit and AmeriGas Performance Unit awards entitle the grantee to AmeriGas Partners Common Units or cash once the service condition is met and, with respect to AmeriGas Performance Units, subject to market performance conditions. Recipients of AmeriGas Performance Units are awarded a target number of AmeriGas Performance Units. The number of AmeriGas Performance Units ultimately paid at the end of the performance period (generally three years) may be higher or lower than the target number, or it may be zero, based upon AmeriGas Partners’ Total Unitholder Return (“TUR”) percentile rank relative to entities in a master limited partnership peer group (“Alerian MLP Group”) and, for certain AmeriGas Performance Awards granted beginning in January 2014, based upon AmeriGas Partners’ TUR relative to the two other publicly traded propane master limited partnerships in the Alerian MLP Group (“Propane MLP Group”).
With respect to AmeriGas Performance Unit awards subject to measurement compared with the Alerian MLP Group, grantees may receive from 0% to 200% of the target award granted. For grants issued on or after January 1, 2013, if AmeriGas Partners’ TUR is below the 25th percentile compared to the peer group, the grantee will not be paid. At the 25th percentile, the employee will be paid an award equal to 25% of the target award; at the 40th percentile, 70%; at the 50th percentile, 100%; at the 60th percentile, 125%; at the 75th percentile, 162.5%; and at the 90th percentile or above, 200%. For grants issued before January 1, 2013, grantees of AmeriGas Performance Units will not be paid if AmeriGas Partners’ TUR is below the 40th percentile of the Alerian MLP Group. At the 40th percentile, the grantee will be paid an award equal to 50% of the target award; at the 50th percentile, 100%; at the 75th percentile, 150%; at the 90th percentile, 175%; and at the 100th percentile, 200%. The actual amount of the award is interpolated between these percentile rankings.
With respect to AmeriGas Performance Unit awards subject to measurement compared with the Propane MLP Group, grantees will receive 150% of the target award if AmeriGas Partners’ TUR exceeds the TUR of all the other members of the Propane MLP Group. Otherwise there will be no payout of such AmeriGas Performance Units. If one of the other two members of the Propane MLP Group ceases to exist as a publicly traded company or declares bankruptcy (“MLP Event”) and depending upon the timing of such MLP Event, the ultimate amount of such AmeriGas Performance Unit awards to be issued, and the amount of distribution equivalents to be paid, will depend upon AmeriGas Partners’ TUR rank relative to (1) the Alerian MLP Group for the entire performance period; (2) the Alerian MLP Group for the entire performance period and the Propane MLP Group (through the date of the MLP Event); or (3) the Propane MLP Group through the date of the MLP Event.
Any Common Unit distribution equivalents earned are paid in cash. Generally, except in the event of retirement, death or disability, each grant, unless paid, will terminate when the participant ceases to be employed by the General Partner. There are certain change of control and retirement eligibility conditions that, if met, generally result in accelerated vesting or elimination of further service requirements.
Under GAAP, AmeriGas Performance Units are equity awards with a market-based condition which, if settled in Common Units, results in the recognition of compensation cost over the requisite employee service period regardless of whether the market-based condition is satisfied. The fair values of AmeriGas Performance Units are estimated using a Monte Carlo valuation model. The fair value associated with the target award will be paid in Common Units, is accounted for as equity and the fair value of the award over the target, as well as all Common Unit distribution equivalents, which will be paid in cash, is accounted for as a liability. The expected term of the AmeriGas Performance Unit awards is three years based on the performance period. Expected volatility is based on the historical volatility of Common Units over a three-year period. The risk-free interest rate is based on the rates on U.S. Treasury bonds at the time of grant. Volatility for all entities in the peer group is based on historical volatility.
The following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards and related compensation costs:

 
Grants Awarded in Fiscal Year
 
2014
 
2013
 
2012
Risk-free rate
0.8
%
 
0.4
%
 
0.4
%
Expected life
3 years

 
3 years

 
3 years

Expected volatility
21.1
%
 
20.7
%
 
23.0
%
Dividend Yield
7.5
%
 
8.2
%
 
6.4
%


The General Partner granted awards under the 2010 Propane Plan representing 86,458, 65,136 and 248,818 Common Units in Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively, having weighted-average grant date fair values per Common Unit subject to award of $43.34, $42.58 and $43.22, respectively. At September 30, 2014, 2,443,808 Common Units were available for future award grants under the 2010 Propane Plan.
The following table summarizes AmeriGas Common Unit-based award activity for Fiscal 2014:

 
Total
 
Vested
 
Non-Vested
 
Number of
Common
Units
Subject to
Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
 
Number of
Common
Units Subject
to Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
 
Number of
Common
Units
Subject to
Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
September 30, 2013
224,167

 
$
47.88

 
47,715

 
$
47.92

 
176,452

 
$
47.87

AmeriGas Performance Units:
 
 
 
 
 
 
 
 
 
 
 
   Granted
53,800

 
$
41.50

 
633

 
$
41.37

 
53,167

 
$
41.50

   Forfeited
(8,150
)
 
$
45.96

 

 
$

 
(8,150
)
 
$
45.96

   Vested

 
$

 
15,319

 
$
53.93

 
(15,319
)
 
$
53.93

   Performance criteria not met
(31,317
)
 
$
54.51

 
(31,317
)
 
$
54.51

 

 
$

AmeriGas Stock Units:
 
 
 
 
 
 
 
 
 
 
 
   Granted
32,658

 
$
46.37

 
15,936

 
$
48.00

 
16,722

 
$
44.81

   Forfeited
(7,783
)
 
$
51.10

 

 
$

 
(7,783
)
 
$
(51.10
)
   Vested

 
$

 
52,061

 
$
47.58

 
(52,061
)
 
$
47.58

   Awards paid
(63,140
)
 
$
48.00

 
(63,140
)
 
$
48.00

 

 
$

September 30, 2014
200,235

 
$
44.82

 
37,207

 
$
44.27

 
163,028

 
$
44.95



During Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows:
 
2014
 
2013
 
2012
AmeriGas Performance Unit awards:
 
 
 
 
 
Number of Common Units subject to original Awards granted
41,251

 
48,150

 
53,600

Fiscal year granted
2011

 
2010

 
2009

Payment of Awards:
 
 
 
 
 
AmeriGas Partners Common Units issued

 

 

Cash paid
$

 
$

 
$

AmeriGas Stock Unit awards:
 
 
 
 
 
Number of Common Units subject to original Awards granted
72,023

 
35,934

 
67,246

Payment of Awards:
 
 
 
 
 
AmeriGas Partners Common Units issued
40,842

 
23,192

 
44,016

Cash paid
$
1,364

 
$
629

 
$
980



As of September 30, 2014, there was $1,261 of unrecognized equity-based compensation expense related to non-vested UGI stock options that is expected to be recognized over a weighted-average period of 1.6 years. As of September 30, 2014, there was a total of approximately $2,888 of unrecognized compensation cost associated with 200,235 Common Units subject to award that is expected to be recognized over a weighted-average period of 1.7 years. The total fair values of Common Unit-based awards that vested during Fiscal 2014, Fiscal 2013 and Fiscal 2012 were $4,100, $2,752 and $5,090, respectively. As of September 30, 2014 and 2013, total liabilities of $1,513 and $1,053 associated with Common Unit-based awards are reflected in employee compensation and benefits accrued and other noncurrent liabilities in the Consolidated Balance Sheets. It is the Partnership’s practice to issue new AmeriGas Partners Common Units for the portion of any Common Unit-based awards paid in AmeriGas Partners Common Units.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Commitments
We lease various buildings and other facilities and vehicles, computer and office equipment under operating leases. Certain of the leases contain renewal and purchase options and also contain step-rent provisions. Our aggregate rental expense for such leases was $63,055 in Fiscal 2014, $63,585 in Fiscal 2013 and $61,075 in Fiscal 2012.
Minimum future payments under noncancelable operating leases are as follows:

Year Ending September 30,
 
2015
$
58,317

2016
48,713

2017
38,565

2018
32,710

2019
28,010

Thereafter
70,381

Total minimum operating lease payments
$
276,696



Certain of our operating lease arrangements, primarily vehicle leases with remaining lease terms of one to ten years, have residual value guarantees. At the end of the lease term, we guarantee that the fair value of the equipment will equal or exceed the guaranteed amount or we will pay the lessors the difference. Although such fair values at the end of the leases have historically exceeded the guaranteed amount, at September 30, 2014, the maximum potential amount of future payments under lease guarantees, assuming the leased equipment was deemed worthless at the end of the lease term, was approximately $23,400. The fair values of residual lease guarantees were not material at September 30, 2014.
The Partnership enters into fixed-price and variable-price contracts with suppliers to purchase a portion of its propane supply requirements. Obligations under these contracts existing at September 30, 2014, are: Fiscal 2015 - $130,758 and Fiscal 2016 - $74,307.
The Partnership also enters into contracts to purchase propane to meet additional supply requirements. Generally, these contracts are one- to three-year agreements subject to annual price and quantity adjustments.
Contingencies
Federal Trade Commission Investigation of Propane Grill Cylinder Filling Practices. On or about November 4, 2011, the General Partner received notice that the Federal Trade Commission (“FTC”) had initiated an antitrust and consumer protection investigation into certain practices of the Partnership relating to the filling of portable propane cylinders. On February 2, 2012, the Partnership received a Civil Investigative Demand from the FTC that requested documents and information concerning, among other things, (i) the Partnership’s decision, in 2008, to reduce the volume of propane in cylinders it sells to consumers from 17 pounds to 15 pounds, and (ii) cross-filling, related service arrangements and communications regarding the foregoing with competitors. The Partnership responded to that subpoena and cooperated with subsequent requests for information. On March 27, 2014, the FTC issued an administrative complaint against the Partnership and UGI alleging that the General Partner and one of its competitors colluded in 2008 to persuade its common customer, Walmart Stores, Inc., to accept the cylinder fill reduction from 17 pounds to 15 pounds.  The complaint does not seek monetary remedies.  The Partnership and UGI filed their answer to the complaint on April 18, 2014.  On August 25, 2014, the parties entered into an Agreement Containing Consent Orders, and on August 27, 2014, the FTC issued an Order Withdrawing Matter from Adjudication for the Purpose of Considering a Proposed Consent Agreement. The consent agreement was accepted by the FTC on October 31, 2014, and is subject to a 30-day public comment period. Thereafter, the FTC may either withdraw its acceptance of the consent agreement or issue its decision and order in settlement of the proceeding.  

Purported Class Action Lawsuit. Following the issuance of the FTC’s administrative complaint described above, more than 35 class action lawsuits were filed in multiple jurisdictions against the Partnership/UGI Corporation and a competitor by certain of their direct and indirect customers.  The class action lawsuits allege that the Partnership and its competitor colluded in 2008 to reduce the fill level and combined to persuade its common customer, Walmart Stores, Inc., to accept that fill reduction, resulting in increased cylinder costs to retailers and end-user customers in violation of federal and certain state antitrust laws.  The claims seek treble damages,  injunctive  relief, attorneys’ fees and costs on behalf of the putative classes.  On October 16, 2014, the United States Judicial Panel on Multidistrict Litigation transferred all of these purported class action cases to the Western Division of the Western District of Missouri.  We are unable to reasonably estimate the impact, if any, arising from such litigation.  We believe we have strong defenses to the claims and intend to vigorously defend against them.

In addition to the matters described above, there are other pending claims and legal actions arising in the normal course of our businesses. Although we cannot predict the final results of these pending claims and legal actions, we believe, after consultation with counsel, that the final outcome of these matters will not have a material effect on our financial position, results of operations or cash flows.
Related Party Transactions
Related Party Transactions
Related Party Transactions
Pursuant to the Partnership Agreement and, prior to the Merger, a management services agreement among Heritage Operating GP, LLC (“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 behalf of the Partnership. These costs, which totaled $555,401 in Fiscal 2014, $540,273 in Fiscal 2013, and $374,899 in Fiscal 2012, 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 $20,531 in Fiscal 2014, $18,568 in Fiscal 2013 and $10,138 in Fiscal 2012. 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 $3,989 in Fiscal 2014, $4,543 in Fiscal 2013 and $3,760 in Fiscal 2012.
From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, LLC (“Energy Services”). The price of the purchases are generally based on market price at the time of purchase. Purchases of propane by AmeriGas OLP from Energy Services totaled $850, $1,979 and $359 during Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.
In addition, the Partnership sells propane to affiliates of UGI. Sales of propane to affiliates of UGI totaled $1,212, $1,340 and $1,395 during Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.
Other Current Liabilities
Other Current Liabilities
Other Current Liabilities
Other current liabilities comprise the following at September 30:
 
2014
 
2013
Litigation, property and casualty liabilities
$
35,933

 
$
34,250

Taxes other than income taxes
16,353

 
9,922

Propane exchange liabilities
21,402

 
16,654

Deferred tank fee revenue
21,239

 
22,044

Other
16,169

 
15,775

Total other current liabilities
$
111,096

 
$
98,645

Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
Derivative Instruments
The following table presents on a gross basis our financial assets and liabilities including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy as described in Note 2, as of September 30, 2014 and 2013:
 
Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2014:
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
3,065

 
$

 
$
3,065

Liabilities:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
(9,472
)
 
$

 
$
(9,472
)
September 30, 2013 (a):
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
19,621

 
$

 
$
19,621

Liabilities:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
(1,504
)
 
$

 
$
(1,504
)


(a)
Certain immaterial amounts have been revised to correct the classification of derivatives.

The fair values of our non-exchange traded commodity derivative contracts included in Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity.
Other Financial Instruments
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At September 30, 2014, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,291,734 and $2,395,332, respectively. At September 30, 2013, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,300,111 and $2,393,581, 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 other 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.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities Disclosure
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.
Commodity Price Risk
In order to manage market risk associated with the Partnership’s fixed-price programs, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. In addition, the Partnership uses over-the-counter price swap and option contracts to reduce propane price volatility associated with a portion of forecasted propane purchases. In addition, the Partnership from time to time enters into price swap and put option agreements to reduce the effects of short-term commodity price volatility. At September 30, 2014 and 2013, total volumes associated with propane commodity derivatives totaled 266.9 million gallons and 206.1 million gallons, respectively. At September 30, 2014, the maximum period over which we are economically hedging propane market price risk is 21 months.
At September 30, 2014, a portion of our commodity derivative instruments were designated and qualified as cash flow hedges. At September 30, 2014, the amount of net gains associated with such cash flow hedges expected to be reclassified into earnings during the next twelve months based upon current fair values is $2,722.
Interest Rate Risk
Our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”). We account for IRPAs as cash flow hedges. At September 30, 2014 or 2013, we had no settled or unsettled IRPAs.
Derivative Instruments Credit Risk
The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally comprise major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the forms of letters of credit, parental guarantees or cash. Although we have concentrations of credit risk associated with derivative instruments held by certain derivative instrument counterparties, the maximum amount of loss due to credit risk that, based upon the gross fair values of the derivative instruments, we would incur if these counterparties that make up the concentration failed to perform according to the terms of their contracts was not material at September 30, 2014. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At September 30, 2014, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.
Offsetting Derivative Assets and Liabilities
Derivative assets and liabilities are presented net by counterparty on our Consolidated Balance Sheets if the right of offset exists. Our derivative instruments comprise over-the-counter transactions. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Certain over-the-counter contracts contain contractual rights of offset through master netting arrangements and contract default provisions. In addition, the contracts are subject to conditional rights of offset through counterparty nonperformance, insolvency, or other conditions.
In general, most of our over-the-counter transactions are subject to collateral requirements. Types of collateral generally include cash or letters of credit. Cash collateral paid by us to our derivative counterparties, if any, is reflected in the table below to offset derivative liabilities. Cash collateral received by us from our derivative counterparties, if any, is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on our Consolidated Balance Sheets with our derivative counterparties are not included in the table below but could reduce our net exposure to such counterparties because such balances are subject to master netting or similar arrangements.
Fair Value of Derivative Instruments
The following table presents our derivative assets and liabilities by type, as well as the effects of offsetting, as of September 30, 2014 and 2013:

 
2014
 
2013 (a)
Derivative assets:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Propane contracts
$
2,278

 
$
16,350

Derivatives not designated as hedging instruments:
 
 
 
Propane contracts
787

 
3,271

Total derivative assets - gross
3,065

 
19,621

Gross amounts offset in the balance sheet
(2,793
)
 
(1,369
)
Total derivative assets - net
$
272

 
$
18,252

Derivative liabilities:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Propane contracts
$
(217
)
 
$
(1,504
)
Derivatives not designated as hedging instruments:
 
 
 
Propane contracts
(9,255
)
 

Total derivative liabilities - gross
(9,472
)
 
(1,504
)
Gross amounts offset in the balance sheet
2,793

 
1,369

Total derivative liabilities - net
$
(6,679
)
 
$
(135
)


(a)
Certain immaterial amounts have been revised to correct the classification of derivatives.
Effect of Derivative Instruments

The following table provides information on the effects of derivative instruments on the Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for Fiscal 2014, Fiscal 2013 and Fiscal 2012:

 
 
Gain (Loss) Recognized in
AOCI and Noncontrolling
Interest
 
Gain (Loss) Reclassified  from
AOCI and Noncontrolling
Interest into Income
 
Location of Gain  (Loss)
Reclassified from
AOCI and Noncontrolling
Interest into Income
 
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Propane contracts
 
$
44,203

 
$
6,647

 
$
(86,573
)
 
$
56,517

 
$
(52,503
)
 
$
(47,569
)
 
Cost of sales-propane
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (Loss)
 
Location of Gain (Loss)
Recognized in Income
 
 
 
 
 
 
Recognized in Income
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Propane contracts
 
$
(4,863
)
 
$
1,848

 
$
(14,883
)
 
Cost of sales-propane
 
 
 
 


For those derivative instruments accounted for as cash flow hedges, the amounts of derivative gains or losses representing ineffectiveness, and the amounts of gains or losses recognized in income as a result of excluding derivatives from ineffectiveness testing, were not material for Fiscal 2014, Fiscal 2013 or Fiscal 2012.

We are also a party to a number of contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders, contracts 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.
Other Income, Net
Other Income, Net
Other Income, Net
Other income, net, comprises the following:
 
2014
 
2013
 
2012
Gains on sales of fixed assets
$
6,524

 
$
4,115

 
$
3,169

Finance charges
17,459

 
21,390

 
18,841

Other
3,467

 
6,998

 
4,511

Total other income, net
$
27,450

 
$
32,503

 
$
26,521

Quarterly Data (Unaudited)
Quarterly Data (Unaudited)
Quarterly Data (Unaudited)
The following unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments with the exception of those indicated below) which we consider necessary for a fair presentation unless otherwise indicated. Our quarterly results fluctuate because of the seasonal nature of our propane business.

 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
2013
 
2012
 
2014
 
2013 (a)
 
2014
 
2013 (a)
 
2014
 
2013
Revenues
$
1,045,826

 
$
876,647

 
$
1,493,623

 
$
1,176,207

 
$
613,237

 
$
581,719

 
$
560,249

 
$
531,970

Operating income (loss)
$
179,693

 
$
139,866

 
$
284,922

 
$
257,505

 
$
4,426

 
$
6,639

 
$
(6,408
)
 
$
(11,816
)
Net income (loss)
$
136,672

 
$
98,043

 
$
242,950

 
$
215,781

 
$
(37,749
)
 
$
(34,549
)
 
$
(47,432
)
 
$
(54,184
)
Net income (loss) attributable to AmeriGas Partners, L.P.
$
134,898

 
$
96,665

 
$
240,103

 
$
213,208

 
$
(37,761
)
 
$
(34,595
)
 
$
(47,347
)
 
$
(54,056
)
Income (loss) per limited partner unit (b):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
1.14

 
$
0.93

 
$
1.71

 
$
1.56

 
$
(0.47
)
 
$
(0.43
)
 
$
(0.58
)
 
$
(0.63
)
Diluted
$
1.14

 
$
0.93

 
$
1.71

 
$
1.56

 
$
(0.47
)
 
$
(0.43
)
 
$
(0.58
)
 
$
(0.63
)

(a)
The Partnership recorded the cumulative effect of an error in accounting for certain customer credits as of January 1, 2013, which decreased revenues and operating income by $7,038, and decreased net income attributable to AmeriGas Partners, L.P. by $6,967, for the three months ended March 31, 2013. The correction of the error in accounting for customer credits increased propane revenues and operating income by $3,600, and decreased net loss attributable to AmeriGas Partners, L.P. by $3,564, for the three months ended June 30, 2013 (see Note 2).
(b)
Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows:

 
 
December 31,
 
March 31,
Quarter ended:
 
2013
 
2012
 
2014
 
2013
Decrease in income per limited partner unit
 
$
(0.24
)
 
$
(0.06
)
 
$
(0.79
)
 
$
(0.66
)
Condensed Financial Information of Registrant (Parent Company)
Condensed Financial Information Of Registrant (Parent Company)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)

 
September 30,
 
2014
 
2013
ASSETS
 
 
 
Current assets:
 
 
 
Cash
$
4,746

 
$
262

Accounts receivable — related party
3,147

 
6,479

Prepaids and other current assets
1,155

 
1,155

Total current assets
9,048

 
7,896

Investment in AmeriGas Propane, L.P.
3,588,863

 
3,648,909

Other assets
23,610

 
27,300

Total assets
$
3,621,521

 
$
3,684,105

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
Current liabilities:
 
 
 
Accounts payable and other liabilities
$
500

 
$
495

Accrued interest
47,662

 
47,662

Total current liabilities
48,162

 
48,157

Long-term debt
2,250,845

 
2,250,845

Commitments and contingencies


 


Partners’ capital:
 
 
 
Common unitholders
1,299,260

 
1,354,187

General partner
20,460

 
15,930

Accumulated other comprehensive income
2,794

 
14,986

Total partners’ capital
1,322,514

 
1,385,103

Total liabilities and partners’ capital
$
3,621,521

 
$
3,684,105


Commitments and Contingencies
Scheduled principal repayments during the next five fiscal years include $450,000 in Fiscal 2019.
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars)

 
Year Ended
September 30,
 
2014
 
2013
 
2012
Operating (expenses) income, net
$
(258
)
 
$
(289
)
 
$
(3,568
)
Loss on extinguishments of debt

 

 
(13,349
)
Interest expense
(155,510
)
 
(154,593
)
 
(133,372
)
Loss before income taxes
(155,768
)
 
(154,882
)
 
(150,289
)
Income tax expense
6

 
1

 
3

Loss before equity in income of AmeriGas Propane, L.P.
(155,774
)
 
(154,883
)
 
(150,292
)
Equity in income of AmeriGas Propane, L.P.
445,667

 
376,105

 
161,317

Net income
$
289,893

 
$
221,222

 
$
11,025

General partner’s interest in net income
$
26,749

 
$
21,498

 
$
13,119

Limited partners’ interest in net income
$
263,144

 
$
199,724

 
$
(2,094
)
Income (loss) per limited partner unit — basic and diluted
$
2.82

 
$
2.14

 
$
(0.11
)
Average limited partner units outstanding — basic (thousands)
92,876

 
92,832

 
81,433

Average limited partner units outstanding — diluted (thousands)
92,946

 
92,910

 
81,433


AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)

 
Year Ended
September 30,
 
2014
 
2013
 
2012
NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
$
348,704

 
$
325,320

 
$
170,598

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 

 
 
Acquisitions of businesses, net of cash acquired

 

 
(1,411,451
)
Contributions to AmeriGas Propane, L.P.

 

 
(60,748
)
Net cash used by investing activities

 

 
(1,472,199
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Distributions
(346,744
)
 
(327,000
)
 
(271,839
)
Issuance of long-term debt

 

 
1,524,174

Repayments of long-term debt

 

 
(232,844
)
Proceeds from issuance of Common Units in public unit offering

 

 
276,562

Proceeds associated with equity based compensation plans, net of tax withheld
2,499

 
1,221

 
951

Capital contribution from General Partner
25

 
13

 
2,824

Net cash (used) provided by financing activities
(344,220
)
 
(325,766
)
 
1,299,828

Increase (decrease) in cash and cash equivalents
$
4,484

 
$
(446
)
 
$
(1,773
)
CASH AND CASH EQUIVALENTS:
 
 
 
 
 
End of year
$
4,746

 
$
262

 
$
708

Beginning of year
262

 
708

 
2,481

Increase (decrease)
$
4,484

 
$
(446
)
 
$
(1,773
)

(a)
Includes cash distributions received from AmeriGas Propane, L.P. of $498,204, $478,458 and $334,527 for the years ended September 30, 2014, 2013 and 2012, respectively.
Valuation and Qualifying Accounts
Valuation and Qualifying Accounts

 
Balance at
beginning
of year
 
Charged
(credited)
to costs and
expenses
 
Other
 
Balance at
end of
year
 
Year Ended September 30, 2014
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
18,552

 
$
26,403

 
$
(27,274
)
(1)
$
17,681

 
 
 
 
 
 
 
 
 
 
Year Ended September 30, 2013
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
17,217

 
$
16,477

 
$
(15,142
)
(1)
$
18,552

 
Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
17,181

 
$
15,088

 
$
(15,052
)
(1)
$
17,217

 

(1)
Uncollectible accounts written off, net of recoveries.
VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)

 
Balance at
beginning
of year
 
Charged
(credited)
to costs and
expenses
 
Other
 
Balance at
end of
year
 
Year Ended September 30, 2014
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
18,552

 
$
26,403

 
$
(27,274
)
(1)
$
17,681

 
 
 
 
 
 
 
 
 
 
Year Ended September 30, 2013
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
17,217

 
$
16,477

 
$
(15,142
)
(1)
$
18,552

 
Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
17,181

 
$
15,088

 
$
(15,052
)
(1)
$
17,217

 

(1)
Uncollectible accounts written off, net of recoveries.
Summary of Significant Accounting Policies (Policies)
Basis of Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.
Certain prior-year amounts have been reclassified to conform to the current-year presentation.
Principles of Consolidation. The consolidated financial statements include the accounts of AmeriGas Partners, its majority-owned subsidiary AmeriGas OLP, and its 100%-owned finance subsidiaries AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC. The accounts of the AmeriGas Partners’ majority-owned subsidiary AmeriGas OLP are included based upon the determination that, given the Partnership’s structure, AmeriGas Partners will absorb a majority of AmeriGas OLP’s expected losses, will receive a majority of AmeriGas OLP’s expected residual returns and is AmeriGas OLP’s primary beneficiary. AmeriGas OLP includes the accounts of its wholly owned subsidiaries. We eliminate all significant intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as noncontrolling interest in the consolidated financial statements.
Finance Corps. AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are 100%-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners.
Fair Value Measurements. The Company applies fair value measurements on a recurring and, as otherwise required under GAAP, also on a nonrecurring basis. Fair value measurements performed on a recurring basis principally relate to derivative instruments.
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). A level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.
Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. We evaluate the need for credit adjustments to our derivative instrument fair values.
Derivative Instruments. Derivative instruments are reported in the Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exemption under GAAP. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Prior to April 1, 2014, substantially all of our derivative financial instruments were designated and qualified as cash flow hedges. For cash flow hedges, changes in the fair values of the derivative instruments are recorded in accumulated other comprehensive income (“AOCI”) or noncontrolling interests, to the extent effective at offsetting changes in the hedged item, until earnings are affected by the hedged item. When earnings are affected by the hedged item, gains or losses are recorded in cost of sales on the Consolidated Statements of Operations. We discontinue cash flow hedge accounting if the occurrence of the forecasted transaction is determined to be no longer probable. Effective April 1, 2014, the Partnership determined that on a prospective basis, it would no longer elect cash flow hedge accounting for its commodity derivative instruments. Changes in the fair values of these derivative instruments are reflected in cost of sales on the Consolidated Statements of Operations.
Revenue Recognition. Revenues from the sale of propane are recognized principally upon delivery. Revenues from the sale of appliances and equipment are recognized at the later of sale or installation. Revenues from repair or maintenance services are recognized upon completion of services. Revenues from annually billed fees are recorded on a straight-line basis over one year. We present revenue-related taxes collected from customers and remitted to taxing authorities, principally sales and use taxes, on a net basis.
Delivery Expenses. Expenses associated with the delivery of propane to customers (including vehicle expenses, expenses of delivery personnel, vehicle repair and maintenance and general liability expenses) are classified as operating and administrative expenses on the Consolidated Statements of Operations. Depreciation expense associated with delivery vehicles is classified in depreciation on the Consolidated Statements of Operations.
Income Taxes. AmeriGas Partners and the Operating Partnership are not directly subject to federal income taxes. Instead, their taxable income or loss is allocated to their individual partners. The Operating Partnership has corporate subsidiaries which are directly subject to federal and state income taxes. Accordingly, our consolidated financial statements reflect income taxes related to these corporate subsidiaries. Legislation in certain states allows for taxation of partnerships’ income and the accompanying financial statements reflect state income taxes resulting from such legislation. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders. This is a result of (1) differences between the tax basis and financial reporting basis of assets and liabilities and (2) the taxable income allocation requirements of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”) and the Internal Revenue Code.
Comprehensive Income (Loss). 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.
Cash and Cash Equivalents. All highly liquid investments with maturities of three months or less when purchased are classified as cash equivalents.
Inventories. Our inventories are stated at the lower of cost or market. We determine cost using an average cost method for propane, specific identification for appliances and the first-in, first-out (“FIFO”) method for all other inventories.
Property, Plant and Equipment and Related Depreciation. We record property, plant and equipment at cost. The amounts we assign to property, plant and equipment of acquired businesses are based upon estimated fair value at date of acquisition.
We compute depreciation expense on plant and equipment using the straight-line method over estimated service lives generally ranging from 15 to 40 years for buildings and improvements; 6 to 30 years for storage and customer tanks and cylinders; and 3 to 10 years for vehicles, equipment and office furniture and fixtures. Costs to install Partnership-owned tanks at customer locations, net of amounts billed to customers, are capitalized and depreciated over the estimated period of benefit not exceeding 10 years.
We include in property, plant and equipment costs associated with computer software we develop or obtain for use in our business. We amortize computer software costs on a straight-line basis over expected periods of benefit not exceeding 10 years once the installed software is ready for its intended use.
Segment Information. We have determined that we have a single reportable operating segment that engages in the distribution of propane and related equipment and supplies. No single customer represents ten percent or more of consolidated revenues on an accrual basis. In addition, substantially all of our revenues are derived from sources within the United States and substantially all of our long-lived assets are located in the United States.
Goodwill and Intangible Assets. In accordance with GAAP relating to intangible assets, we amortize intangible assets over their estimated useful lives unless we determine their lives to be indefinite. Estimated useful lives of definite-lived intangible assets, consisting of customer relationships and noncompete agreements, do not exceed 15 years. We review definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the associated carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are not amortized but are tested annually for impairment and written down to fair value as required.

We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if discrete financial information is prepared and regularly reviewed by segment management. We are required to recognize an impairment charge under GAAP if the carrying amount of the reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. As permitted under GAAP, we assess qualitative factors to determine whether it is more likely than not that the fair value of the Partnership is less than its carrying amount. Among the significant factors considered in performing the qualitative assessment is the market price of AmeriGas Partners Common Units. Based upon this assessment, we determined that it is not more likely than not that the fair value of the Partnership is less than its carrying amount.
Impairment of Long-Lived Assets. We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We evaluate recoverability based upon undiscounted future cash flows expected to be generated by such assets. If the undiscounted future cash flows indicate that the recorded amounts are not expected to be recoverable, such long-lived assets are reduced to their estimated fair values. Estimates of fair values are generally based on recent sales of similar assets and other market indicators (Level 2).
Customer Deposits. We offer certain of our customers prepayment programs which require customers to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated propane purchases. Customer prepayments, in excess of associated billings, are classified as customer deposits and advances on the Consolidated Balance Sheets.
Equity-Based Compensation. The General Partner may grant Common Unit awards (as further described in Note 11) to employees and non-employee directors under its Common Unit plans, and employees of the General Partner may be granted stock options for UGI Common Stock. All of our equity-based compensation is measured at fair value on the grant date, date of modification or end of the period, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity on our Consolidated Balance Sheets. Equity-based compensation costs associated with the portion of Common Unit awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of Common Unit awards classified as liabilities are measured based upon their estimated fair value at the grant date and remeasured as of the end of each period. For a further description of our equity-based compensation plans and related disclosures, see Note 11.
Environmental Matters. We are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current or former operating sites.
Environmental reserves are accrued when assessments indicate that it is probable that a liability has been incurred and an amount can reasonably be estimated and represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs.
Allocation of Net Income. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Partnership Agreement (see Note 5).
Net Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).
Summary of Significant Accounting Policies (Tables)
Income Per Limited Partner Unit
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income (loss) per limited partner unit computations:
 
2014
 
2013
 
2012 (a)
Net income attributable to AmeriGas Partners, L.P.
$
289,893

 
$
221,222

 
$
11,025

Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
(27,895
)
 
(22,639
)
 
(20,181
)
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
$
261,998

 
$
198,583

 
$
(9,156
)
 
 
 
 
 
 
Weighted average Common Units outstanding — basic (thousands)
92,876

 
92,832

 
81,433

Potentially dilutive Common Units (thousands)
70

 
78

 

Weighted average Common Units outstanding — diluted (thousands)
92,946

 
92,910

 
81,433

(a)
There were 58 potentially dilutive Common Units excluded from the calculation because of the net loss attributable under the two-class method.

Acquisitions (Tables)
The final allocation of the purchase price to the assets acquired and liabilities assumed for the Heritage Acquisition is as follows:

Assets acquired:
 
 
Current assets
 
$
301,372

Property, plant & equipment
 
890,215

Customer relationships (estimated useful life of 15 years)
 
418,900

Trademarks and tradenames (a)
 
91,100

Goodwill (a) (b)
 
1,217,717

Other assets
 
9,947

Total assets acquired
 
$
2,929,251

Liabilities assumed:
 
 
Current liabilities
 
$
(238,016
)
Long-term debt
 
(62,927
)
Other noncurrent liabilities
 
(23,481
)
Total liabilities assumed
 
$
(324,424
)
Total
 
$
2,604,827


(a)
During Fiscal 2013, the Partnership made correcting adjustments to trademarks and tradenames and goodwill which are not reflected in the table above (see Note 10).
(b)
Goodwill associated with the Heritage Acquisition principally results from synergies expected from combining the operations and from assembled workforce.

The total purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed as follows:

 
2014
 
2013
 
2012
Net current assets
$
136

 
$
691

 
$
1,590

Property, plant and equipment
6,916

 
5,167

 
6,175

Goodwill
6,751

 
12,481

 
5,363

Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively)
6,434

 
5,576

 
5,234

Total
$
20,237

 
$
23,915

 
$
18,362

The following presents unaudited Fiscal 2012 pro forma income statement and income per unit data as if the Heritage Acquisition had occurred at the beginning of the period:
 
 
2012
Revenues
 
$
3,413,331

Net income attributable to AmeriGas Partners
 
$
30,977

Income per limited partner unit:
 
 
Basic
 
$
0.17

Diluted
 
$
0.17

Quarterly Distributions of Available Cash (Tables)
Quarterly Distributions of Available Cash Per Limited Partner Unit
Quarterly distributions of Available Cash per limited partner unit during Fiscal 2014, Fiscal 2013 and Fiscal 2012 were as follows:

 
2014
 
2013
 
2012
1st Quarter
$
0.84

 
$
0.80

 
$
0.74

2nd Quarter
$
0.84

 
$
0.80

 
$
0.76

3rd Quarter
$
0.88

 
$
0.84

 
$
0.80

4th Quarter
$
0.88

 
$
0.84

 
$
0.80

Debt (Tables)
Net Components of Long Term Debt
Long-term debt comprises the following at September 30:

 
2014
 
2013
AmeriGas Partners Senior Notes:
 
 
 
   7.00%, due May 2022
$
980,844

 
$
980,844

   6.75%, due May 2020
550,000

 
550,000

   6.50%, due May 2021
270,001

 
270,001

   6.25%, due August 2019
450,000

 
450,000

HOLP Senior Secured Notes
26,497

 
32,001

Other
14,392

 
17,265

Total long-term debt
2,291,734

 
2,300,111

Less: current maturities
(11,589
)
 
(12,014
)
Total long-term debt due after one year
$
2,280,145

 
$
2,288,097

Inventories (Tables)
Summary of Inventories
Inventories comprise the following at September 30:

 
2014
 
2013
Propane gas
$
157,032

 
$
130,410

Materials, supplies and other
19,680

 
22,860

Appliances for sale
5,234

 
5,658

Total inventories
$
181,946

 
$
158,928

Property, Plant and Equipment (Tables)
Summary of Property, Plant and Equipment
Property, plant and equipment comprise the following at September 30:

 
2014
 
2013
Land
$
142,505

 
$
147,405

Buildings and improvements
188,183

 
176,638

Transportation equipment
243,437

 
227,242

Storage facilities
248,757

 
240,251

Equipment, primarily cylinders and tanks
1,598,120

 
1,688,512

Other, including work in progress
205,675

 
189,154

Gross property, plant and equipment
2,626,677

 
2,669,202

Less accumulated depreciation and amortization
(1,239,767
)
 
(1,231,688
)
Net property, plant and equipment
$
1,386,910

 
$
1,437,514

Goodwill and Intangible Assets (Tables)
Changes in the carrying amount of goodwill are as follows:
Balance September 30, 2012
$
1,914,808

Acquisitions
12,481

Purchase accounting adjustments
19

Correcting adjustment
9,300

Balance September 30, 2013
1,936,608

Acquisitions
6,751

Purchase accounting adjustments
(2,684
)
Goodwill push-down adjustment associated with prior-year acquisition
5,073

Balance September 30, 2014
$
1,945,748

The Partnership’s intangible assets comprise the following at September 30:
 
2014
 
2013
Customer relationships and noncompete agreements
$
519,103

 
$
511,130

   Trademarks and tradenames (not subject to amortization)
82,944

 
81,800

   Gross carrying amount
602,047

 
592,930

Accumulated amortization
(137,709
)
 
(99,281
)
Intangible assets, net
$
464,338

 
$
493,649

Partners' Capital and Incentive Compensation Plans (Tables)
The following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards and related compensation costs:

 
Grants Awarded in Fiscal Year
 
2014
 
2013
 
2012
Risk-free rate
0.8
%
 
0.4
%
 
0.4
%
Expected life
3 years

 
3 years

 
3 years

Expected volatility
21.1
%
 
20.7
%
 
23.0
%
Dividend Yield
7.5
%
 
8.2
%
 
6.4
%
The following table summarizes AmeriGas Common Unit-based award activity for Fiscal 2014:

 
Total
 
Vested
 
Non-Vested
 
Number of
Common
Units
Subject to
Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
 
Number of
Common
Units Subject
to Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
 
Number of
Common
Units
Subject to
Award
 
Weighted
Average
Grant Date
Fair Value
(per Unit)
September 30, 2013
224,167

 
$
47.88

 
47,715

 
$
47.92

 
176,452

 
$
47.87

AmeriGas Performance Units:
 
 
 
 
 
 
 
 
 
 
 
   Granted
53,800

 
$
41.50

 
633

 
$
41.37

 
53,167

 
$
41.50

   Forfeited
(8,150
)
 
$
45.96

 

 
$

 
(8,150
)
 
$
45.96

   Vested

 
$

 
15,319

 
$
53.93

 
(15,319
)
 
$
53.93

   Performance criteria not met
(31,317
)
 
$
54.51

 
(31,317
)
 
$
54.51

 

 
$

AmeriGas Stock Units:
 
 
 
 
 
 
 
 
 
 
 
   Granted
32,658

 
$
46.37

 
15,936

 
$
48.00

 
16,722

 
$
44.81

   Forfeited
(7,783
)
 
$
51.10

 

 
$

 
(7,783
)
 
$
(51.10
)
   Vested

 
$

 
52,061

 
$
47.58

 
(52,061
)
 
$
47.58

   Awards paid
(63,140
)
 
$
48.00

 
(63,140
)
 
$
48.00

 

 
$

September 30, 2014
200,235

 
$
44.82

 
37,207

 
$
44.27

 
163,028

 
$
44.95

During Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows:
 
2014
 
2013
 
2012
AmeriGas Performance Unit awards:
 
 
 
 
 
Number of Common Units subject to original Awards granted
41,251

 
48,150

 
53,600

Fiscal year granted
2011

 
2010

 
2009

Payment of Awards:
 
 
 
 
 
AmeriGas Partners Common Units issued

 

 

Cash paid
$

 
$

 
$

AmeriGas Stock Unit awards:
 
 
 
 
 
Number of Common Units subject to original Awards granted
72,023

 
35,934

 
67,246

Payment of Awards:
 
 
 
 
 
AmeriGas Partners Common Units issued
40,842

 
23,192

 
44,016

Cash paid
$
1,364

 
$
629

 
$
980



Commitments and Contingencies (Tables)
Minimum Future Payments Under Noncancellable Operating Leases
Minimum future payments under noncancelable operating leases are as follows:

Year Ending September 30,
 
2015
$
58,317

2016
48,713

2017
38,565

2018
32,710

2019
28,010

Thereafter
70,381

Total minimum operating lease payments
$
276,696

Other Current Liabilities (Tables)
Other current liabilities
Other current liabilities comprise the following at September 30:
 
2014
 
2013
Litigation, property and casualty liabilities
$
35,933

 
$
34,250

Taxes other than income taxes
16,353

 
9,922

Propane exchange liabilities
21,402

 
16,654

Deferred tank fee revenue
21,239

 
22,044

Other
16,169

 
15,775

Total other current liabilities
$
111,096

 
$
98,645

Fair Value Measurements (Tables)
Financial Assets and Financial Liabilities at Fair Value
The following table presents on a gross basis our financial assets and liabilities including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy as described in Note 2, as of September 30, 2014 and 2013:
 
Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
September 30, 2014:
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
3,065

 
$

 
$
3,065

Liabilities:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
(9,472
)
 
$

 
$
(9,472
)
September 30, 2013 (a):
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
19,621

 
$

 
$
19,621

Liabilities:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
(1,504
)
 
$

 
$
(1,504
)


(a)
Certain immaterial amounts have been revised to correct the classification of derivatives.
Derivative Instruments and Hedging Activities (Tables)
The following table presents our derivative assets and liabilities by type, as well as the effects of offsetting, as of September 30, 2014 and 2013:

 
2014
 
2013 (a)
Derivative assets:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Propane contracts
$
2,278

 
$
16,350

Derivatives not designated as hedging instruments:
 
 
 
Propane contracts
787

 
3,271

Total derivative assets - gross
3,065

 
19,621

Gross amounts offset in the balance sheet
(2,793
)
 
(1,369
)
Total derivative assets - net
$
272

 
$
18,252

Derivative liabilities:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Propane contracts
$
(217
)
 
$
(1,504
)
Derivatives not designated as hedging instruments:
 
 
 
Propane contracts
(9,255
)
 

Total derivative liabilities - gross
(9,472
)
 
(1,504
)
Gross amounts offset in the balance sheet
2,793

 
1,369

Total derivative liabilities - net
$
(6,679
)
 
$
(135
)


(a)
Certain immaterial amounts have been revised to correct the classification of derivatives.
The following table provides information on the effects of derivative instruments on the Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for Fiscal 2014, Fiscal 2013 and Fiscal 2012:

 
 
Gain (Loss) Recognized in
AOCI and Noncontrolling
Interest
 
Gain (Loss) Reclassified  from
AOCI and Noncontrolling
Interest into Income
 
Location of Gain  (Loss)
Reclassified from
AOCI and Noncontrolling
Interest into Income
 
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Propane contracts
 
$
44,203

 
$
6,647

 
$
(86,573
)
 
$
56,517

 
$
(52,503
)
 
$
(47,569
)
 
Cost of sales-propane
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (Loss)
 
Location of Gain (Loss)
Recognized in Income
 
 
 
 
 
 
Recognized in Income
 
 
 
 
 
 
2014
 
2013
 
2012
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Propane contracts
 
$
(4,863
)
 
$
1,848

 
$
(14,883
)
 
Cost of sales-propane
 
 
 
 
Other Income, Net (Tables)
Schedule of Other Income, Net
Other income, net, comprises the following:
 
2014
 
2013
 
2012
Gains on sales of fixed assets
$
6,524

 
$
4,115

 
$
3,169

Finance charges
17,459

 
21,390

 
18,841

Other
3,467

 
6,998

 
4,511

Total other income, net
$
27,450

 
$
32,503

 
$
26,521

Quarterly Data (Unaudited) (Tables)
Unaudited Quarterly Data Including Adjustments
The following unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments with the exception of those indicated below) which we consider necessary for a fair presentation unless otherwise indicated. Our quarterly results fluctuate because of the seasonal nature of our propane business.

 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
2013
 
2012
 
2014
 
2013 (a)
 
2014
 
2013 (a)
 
2014
 
2013
Revenues
$
1,045,826

 
$
876,647

 
$
1,493,623

 
$
1,176,207

 
$
613,237

 
$
581,719

 
$
560,249

 
$
531,970

Operating income (loss)
$
179,693

 
$
139,866

 
$
284,922

 
$
257,505

 
$
4,426

 
$
6,639

 
$
(6,408
)
 
$
(11,816
)
Net income (loss)
$
136,672

 
$
98,043

 
$
242,950

 
$
215,781

 
$
(37,749
)
 
$
(34,549
)
 
$
(47,432
)
 
$
(54,184
)
Net income (loss) attributable to AmeriGas Partners, L.P.
$
134,898

 
$
96,665

 
$
240,103

 
$
213,208

 
$
(37,761
)
 
$
(34,595
)
 
$
(47,347
)
 
$
(54,056
)
Income (loss) per limited partner unit (b):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
1.14

 
$
0.93

 
$
1.71

 
$
1.56

 
$
(0.47
)
 
$
(0.43
)
 
$
(0.58
)
 
$
(0.63
)
Diluted
$
1.14

 
$
0.93

 
$
1.71

 
$
1.56

 
$
(0.47
)
 
$
(0.43
)
 
$
(0.58
)
 
$
(0.63
)

(a)
The Partnership recorded the cumulative effect of an error in accounting for certain customer credits as of January 1, 2013, which decreased revenues and operating income by $7,038, and decreased net income attributable to AmeriGas Partners, L.P. by $6,967, for the three months ended March 31, 2013. The correction of the error in accounting for customer credits increased propane revenues and operating income by $3,600, and decreased net loss attributable to AmeriGas Partners, L.P. by $3,564, for the three months ended June 30, 2013 (see Note 2).
(b)
Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows:

 
 
December 31,
 
March 31,
Quarter ended:
 
2013
 
2012
 
2014
 
2013
Decrease in income per limited partner unit
 
$
(0.24
)
 
$
(0.06
)
 
$
(0.79
)
 
$
(0.66
)
Condensed Financial Information of Registrant (Parent Company) (Tables)
BALANCE SHEETS
(Thousands of dollars)

 
September 30,
 
2014
 
2013
ASSETS
 
 
 
Current assets:
 
 
 
Cash
$
4,746

 
$
262

Accounts receivable — related party
3,147

 
6,479

Prepaids and other current assets
1,155

 
1,155

Total current assets
9,048

 
7,896

Investment in AmeriGas Propane, L.P.
3,588,863

 
3,648,909

Other assets
23,610

 
27,300

Total assets
$
3,621,521

 
$
3,684,105

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
Current liabilities:
 
 
 
Accounts payable and other liabilities
$
500

 
$
495

Accrued interest
47,662

 
47,662

Total current liabilities
48,162

 
48,157

Long-term debt
2,250,845

 
2,250,845

Commitments and contingencies


 


Partners’ capital:
 
 
 
Common unitholders
1,299,260

 
1,354,187

General partner
20,460

 
15,930

Accumulated other comprehensive income
2,794

 
14,986

Total partners’ capital
1,322,514

 
1,385,103

Total liabilities and partners’ capital
$
3,621,521

 
$
3,684,105


Commitments and Contingencies
Scheduled principal repayments during the next five fiscal years include $450,000 in Fiscal 2019.
STATEMENTS OF OPERATIONS
(Thousands of dollars)

 
Year Ended
September 30,
 
2014
 
2013
 
2012
Operating (expenses) income, net
$
(258
)
 
$
(289
)
 
$
(3,568
)
Loss on extinguishments of debt

 

 
(13,349
)
Interest expense
(155,510
)
 
(154,593
)
 
(133,372
)
Loss before income taxes
(155,768
)
 
(154,882
)
 
(150,289
)
Income tax expense
6

 
1

 
3

Loss before equity in income of AmeriGas Propane, L.P.
(155,774
)
 
(154,883
)
 
(150,292
)
Equity in income of AmeriGas Propane, L.P.
445,667

 
376,105

 
161,317

Net income
$
289,893

 
$
221,222

 
$
11,025

General partner’s interest in net income
$
26,749

 
$
21,498

 
$
13,119

Limited partners’ interest in net income
$
263,144

 
$
199,724

 
$
(2,094
)
Income (loss) per limited partner unit — basic and diluted
$
2.82

 
$
2.14

 
$
(0.11
)
Average limited partner units outstanding — basic (thousands)
92,876

 
92,832

 
81,433

Average limited partner units outstanding — diluted (thousands)
92,946

 
92,910

 
81,433

STATEMENTS OF CASH FLOWS
(Thousands of dollars)

 
Year Ended
September 30,
 
2014
 
2013
 
2012
NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
$
348,704

 
$
325,320

 
$
170,598

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 

 
 
Acquisitions of businesses, net of cash acquired

 

 
(1,411,451
)
Contributions to AmeriGas Propane, L.P.

 

 
(60,748
)
Net cash used by investing activities

 

 
(1,472,199
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Distributions
(346,744
)
 
(327,000
)
 
(271,839
)
Issuance of long-term debt

 

 
1,524,174

Repayments of long-term debt

 

 
(232,844
)
Proceeds from issuance of Common Units in public unit offering

 

 
276,562

Proceeds associated with equity based compensation plans, net of tax withheld
2,499

 
1,221

 
951

Capital contribution from General Partner
25

 
13

 
2,824

Net cash (used) provided by financing activities
(344,220
)
 
(325,766
)
 
1,299,828

Increase (decrease) in cash and cash equivalents
$
4,484

 
$
(446
)
 
$
(1,773
)
CASH AND CASH EQUIVALENTS:
 
 
 
 
 
End of year
$
4,746

 
$
262

 
$
708

Beginning of year
262

 
708

 
2,481

Increase (decrease)
$
4,484

 
$
(446
)
 
$
(1,773
)

(a)
Includes cash distributions received from AmeriGas Propane, L.P. of $498,204, $478,458 and $334,527 for the years ended September 30, 2014, 2013 and 2012, respectively.
Valuation and Qualifying Accounts Valuation and Qualifying Accounts (Tables)
Valuation and Qualifying Accounts

 
Balance at
beginning
of year
 
Charged
(credited)
to costs and
expenses
 
Other
 
Balance at
end of
year
 
Year Ended September 30, 2014
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
18,552

 
$
26,403

 
$
(27,274
)
(1)
$
17,681

 
 
 
 
 
 
 
 
 
 
Year Ended September 30, 2013
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
17,217

 
$
16,477

 
$
(15,142
)
(1)
$
18,552

 
Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
17,181

 
$
15,088

 
$
(15,052
)
(1)
$
17,217

 

(1)
Uncollectible accounts written off, net of recoveries.
VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)

 
Balance at
beginning
of year
 
Charged
(credited)
to costs and
expenses
 
Other
 
Balance at
end of
year
 
Year Ended September 30, 2014
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
18,552

 
$
26,403

 
$
(27,274
)
(1)
$
17,681

 
 
 
 
 
 
 
 
 
 
Year Ended September 30, 2013
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
17,217

 
$
16,477

 
$
(15,142
)
(1)
$
18,552

 
Year Ended September 30, 2012
 
 
 
 
 
 
 
 
 
Reserves deducted from assets in the consolidated balance sheet:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
17,181

 
$
15,088

 
$
(15,052
)
(1)
$
17,217

 

(1)
Uncollectible accounts written off, net of recoveries.
Nature of Operations (Details)
12 Months Ended
Sep. 30, 2014
State
Employee
Sep. 30, 2013
General Partners Interest
 
 
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 
 
Common Units held by public
69,110,322 
 
Common Units held by ETP
29,567,362 
 
Units issued in secondary offering
18,942,362 
7,500,000 
Limited partner interest held by AmeriGas Partners in AmeriGas OLP
99.00% 
 
Employees of the AmeriGas Partners and the Operating Partnerships (in employees)
 
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners
 
 
General Partners Interest
 
 
General Partners ownership interest
1.00% 
 
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP
 
 
General Partners Interest
 
 
General Partners ownership interest
1.01% 
 
Energy Transfer Partners LP
 
 
General Partners Interest
 
 
Common Units held by ETP
3,125,000 
 
Summary of Significant Accounting Policies (Details) (USD $)
Share data in Thousands, except Per Share data, unless otherwise specified
12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Sep. 30, 2014
Customers
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2014
Minimum
Buildings and Improvements
Sep. 30, 2014
Minimum
Storage and Customer Tanks and Cylinders
Sep. 30, 2014
Minimum
Vehicles, Equipment and Office Furniture and Fixtures
Sep. 30, 2014
Maximum
Buildings and Improvements
Sep. 30, 2014
Maximum
Storage and Customer Tanks and Cylinders
Sep. 30, 2014
Maximum
Vehicles, Equipment and Office Furniture and Fixtures
Sep. 30, 2014
Maximum
Owned Tanks at Customer Locations
Sep. 30, 2014
Computer Software Costs
Maximum
Sep. 30, 2014
Customer Relationships and Noncompete Agreements
Maximum
Sep. 30, 2014
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC
Sep. 30, 2014
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP
Sep. 30, 2014
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners
Jun. 30, 2013
Impact on Net Income Attributable to AmeriGas Partners, L.P.
Sep. 30, 2013
Impact on Net Income Attributable to AmeriGas Partners, L.P.
Sep. 30, 2012
Impact on Net Income Attributable to AmeriGas Partners, L.P.
Jun. 30, 2013
Impact on Revenues and Accounts Receivable
Sep. 30, 2013
Impact on Revenues and Accounts Receivable
Sep. 30, 2013
Restatement Adjustment
Property, Plant and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partners ownership interest
 
 
 
 
 
 
 
 
 
 
 
 
 
1.01% 
1.00% 
 
 
 
 
 
 
Ownership percentage of finance subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
Quantifying misstatement in current year Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 3,564,000 
$ 4,652,000 
 
$ 3,600,000 
$ 4,700,000 
 
Impact of customer credit adjustment as of the end of the prior fiscal year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,200,000 
 
 
 
Maximum maturity period of highly liquid investments
3 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated useful life
 
 
 
15 years 
6 years 
3 years 
40 years 
30 years 
10 years 
10 years 
10 years 
 
 
 
 
 
 
 
 
 
 
Estimated useful life of intangible assets
 
 
 
 
 
 
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
Number of customer represent ten percent or more of consolidated revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of consolidated revenue on accrual basis
10.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated impairment losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill and intangible asset impairment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset impairment charges
3,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net deferred debt issuance costs
28,226,000 
31,772,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Antidilutive securities excluded from computation of earnings per share
 
 
58 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dilutive effect of theoretical distributions of net income on earnings
$ 0.01 
$ 0.01 
$ 0.09 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prepaid expenses and other current assets
29,290,000 
23,185,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,302,000 
Total current assets
505,908,000 
504,994,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,302,000 
Other assets
61,154,000 
64,690,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,523,000 
Total assets
4,364,058,000 
4,437,671,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,825,000 
Accounts payable and other liabilities
111,096,000 
98,645,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,302,000 
Total current liabilities
617,514,000 
621,276,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,302,000 
Other noncurrent liabilities
105,483,000 
104,161,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,523,000 
Total liabilities
3,003,168,000 
3,013,534,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,825,000 
Total liabilities and partners’ capital
$ 4,364,058,000 
$ 4,437,671,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 27,825,000 
Summary of Significant Accounting Policies - Income Per Limited Partner Unit (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Income per limited partner unit
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to AmeriGas Partners, L.P.
$ (47,347)
$ (37,761)
$ 240,103 
$ 134,898 
$ (54,056)
$ (34,595)1
$ 213,208 1
$ 96,665 
$ 289,893 
$ 221,222 
$ 11,025 2
Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
 
 
 
 
 
 
 
 
(27,895)
(22,639)
(20,181)2
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
 
 
 
 
 
 
 
 
$ 261,998 
$ 198,583 
$ (9,156)2
Weighted average Common Units outstanding — basic (in units)
 
 
 
 
 
 
 
 
92,876 
92,832 
81,433 
Potentially dilutive Common Units (in units)
 
 
 
 
 
 
 
 
70 
78 
2
Weighted average Common Units outstanding — diluted (in units)
 
 
 
 
 
 
 
 
92,946 
92,910 
81,433 
Potentially dilutive Common Units excluded from the calculation (in units)
 
 
 
 
 
 
 
 
 
 
58 
Acquisitions (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Jan. 12, 2012
Heritage Propane
Jan. 12, 2012
Heritage Propane
Customers
gal
Sep. 30, 2012
Heritage Propane
Jan. 12, 2012
Energy Transfer Partners LP
States
Jan. 12, 2012
Heritage Operating LP
Jan. 12, 2012
Titan Energy GP LLC
Sep. 30, 2014
AmeriGas OLP
Sep. 30, 2013
AmeriGas OLP
Sep. 30, 2012
AmeriGas OLP
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
Total consideration
 
 
 
$ 2,604,827 
 
 
 
 
 
 
 
 
Cash included in the acquisition of propane operations
 
 
 
1,472,199 
 
 
 
 
 
 
 
 
Common units issued
 
 
 
 
29,567,362 
 
 
 
 
 
 
 
Common units included in the acquisition of propane operations
 
 
 
1,132,628 
 
 
 
 
 
 
 
 
Number of states included in the propane operations (in states)
 
 
 
 
 
 
41 
 
 
 
 
 
Annual delivery of propane by subsidiary (over 500 million gallons)
 
 
 
 
500,000,000 
 
 
 
 
 
 
 
Retail propane customers (more than 1 million retail propane customers)
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
Percentage of contribution by contributor in form of limited partner interest
 
 
 
 
 
 
 
99.999% 
99.99% 
 
 
 
Percentage of contribution by contributor in form of membership interest
 
 
 
 
 
 
 
100.00% 
100.00% 
 
 
 
Percentage of remaining contribution by contributor in form of general partner interest
 
 
 
 
 
 
 
0.001% 
0.01% 
 
 
 
Contributed Common Units to the partnership
 
 
 
934,327 
 
 
 
 
 
 
 
 
Fair value of Common Units contributed
 
 
 
 
41,680 
 
 
 
 
 
 
 
Operating and administrative expenses
 
 
 
 
 
5,252 
 
 
 
 
 
 
Cash consideration for acquisition of retail propane distribution business
15,746 
19,946 
1,425,002 
 
 
 
 
 
 
15,746 
19,946 
13,518 
Liabilities incurred
 
 
 
 
 
 
 
 
 
$ 4,491 
$ 3,969 
$ 4,844 
Acquisitions - Allocation of Purchase Price (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Assets acquired:
 
 
 
Goodwill
$ 1,945,748 
$ 1,936,608 
$ 1,914,808 
Heritage Propane
 
 
 
Assets acquired:
 
 
 
Current assets
 
 
301,372 
Property, plant & equipment
 
 
890,215 
Goodwill
 
 
1,217,717 1 2
Other assets
 
 
9,947 
Total assets acquired
 
 
2,929,251 
Liabilities assumed:
 
 
 
Current liabilities
 
 
(238,016)
Long-term debt
 
 
(62,927)
Other noncurrent liabilities
 
 
(23,481)
Total liabilities assumed
 
 
(324,424)
Total
 
 
2,604,827 
Heritage Propane |
Customer Relationships
 
 
 
Assets acquired:
 
 
 
Finite-lived intangible assets
 
 
418,900 
Liabilities assumed:
 
 
 
Estimated useful life of intangible assets
15 years 
 
 
Heritage Propane |
Trademarks and Trade Names
 
 
 
Assets acquired:
 
 
 
Indefinite-lived intangible assets
 
 
91,100 1
Other Acquisitions
 
 
 
Assets acquired:
 
 
 
Net current assets
136 
691 
1,590 
Property, plant & equipment
6,916 
5,167 
6,175 
Goodwill
6,751 
12,481 
5,363 
Total assets acquired
20,237 
23,915 
18,362 
Other Acquisitions |
Customer Relationships
 
 
 
Liabilities assumed:
 
 
 
Estimated useful life of intangible assets
10 years 
10 years 
10 years 
Other Acquisitions |
Noncompete Agreements
 
 
 
Liabilities assumed:
 
 
 
Estimated useful life of intangible assets
5 years 
5 years 
5 years 
Other Acquisitions |
Customer Relationships and Noncompete Agreements
 
 
 
Assets acquired:
 
 
 
Finite-lived intangible assets
$ 6,434 
$ 5,576 
$ 5,234 
Acquisitions - Pro Forma Income Statement and Income Per Unit (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2012
Business Combinations [Abstract]
 
Revenues
$ 3,413,331 
Net income attributable to AmeriGas Partners
$ 30,977 
Income per limited partner unit:
 
Basic
$ 0.17 
Diluted
$ 0.17 
Quarterly Distributions of Available Cash (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Distributions Made to Members or Limited Partners [Abstract]
 
 
 
Quarterly distributions of available cash description
45 days 
 
 
Distribution of available cash to limited partners percentage
98.00% 
 
 
Distribution of available cash to general partners percentage
2.00% 
 
 
Minimum quarterly distribution
$ 0.55 
 
 
First target distribution
$ 0.055 
 
 
Total of minimum target distribution and first target distribution
$ 0.605 
 
 
Aggregate general partner interest
2.00% 
 
 
Aggregate amount of distributions received by the General Partner
$ 32,401 
$ 27,438 
$ 19,719 
Incentive distributions received by the General Partner
$ 23,850 
$ 19,286 
$ 13,008 
Quarterly Distributions of Available Cash - Quarterly Distributions of Available Cash Per Limited Partner Unit (Details)
3 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Distributions Made to Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
Quarterly distributions of available cash per limited partner unit
$ 0.88 
$ 0.88 
$ 0.84 
$ 0.84 
$ 0.84 
$ 0.84 
$ 0.80 
$ 0.80 
$ 0.80 
$ 0.80 
$ 0.76 
$ 0.74 
Debt (Details) (USD $)
12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 0 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2014
HOLP Senior Secured Notes
Sep. 30, 2013
HOLP Senior Secured Notes
Sep. 30, 2014
Line of Credit
AmeriGas OLP
Credit Agreement
Jun. 30, 2014
Line of Credit
AmeriGas OLP
Credit Agreement
Sep. 30, 2013
Line of Credit
AmeriGas OLP
Predecessor Credit Agreement
Jun. 30, 2014
Letter of Credit
AmeriGas OLP
Credit Agreement
Jun. 30, 2014
Federal Funds Rate
Line of Credit
Credit Agreement
Jun. 30, 2014
Minimum
Line of Credit
AmeriGas OLP
Credit Agreement
Jun. 30, 2014
Minimum
Base Rate
Line of Credit
Credit Agreement
Jun. 30, 2014
Minimum
Eurodollar
Line of Credit
Credit Agreement
Jun. 30, 2014
Maximum
Line of Credit
AmeriGas OLP
Credit Agreement
Jun. 30, 2014
Maximum
Base Rate
Line of Credit
Credit Agreement
Jun. 30, 2014
Maximum
Eurodollar
Line of Credit
Credit Agreement
Sep. 30, 2014
Senior Notes
Sep. 30, 2012
Senior Notes
Jun. 30, 2012
Senior Notes
7.00%, due May 2022
Jan. 12, 2012
Senior Notes
7.00%, due May 2022
Jan. 12, 2012
Senior Notes
6.75%, due May 2020
Mar. 28, 2012
Senior Notes
6.50%, due May 2021
Mar. 28, 2012
Senior Notes
6.50%, due May 2021
Debt Instrument
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal repayments of long-term debt due in 2015
$ 10,999,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal repayments of long-term debt due in 2016
7,602,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal repayments of long-term debt due in 2017
5,588,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal repayments of long-term debt due in 2018
4,887,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal repayments of long-term debt due in 2019
454,523,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount of senior notes issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000,000 
550,000,000 
 
 
Stated percentage rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7.00% 
6.75% 
 
6.50% 
Early redemption percentage of Senior Notes with equity offering
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35.00% 
105.00% 
 
Guaranteed debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,500,000,000 
 
 
 
 
 
 
Debt holders of certain amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
383,455,000 
Percentage of aggregate amount outstanding tendered
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
82.00% 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
470,000,000 
Maximum Amount of Notes Offered for Cash Purchase
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200,000,000 
Amount Redeemed on Tendered Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
199,999,000 
Percentage of Proration Factor in Tendered Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52.30% 
Repayments of Long-term Debt
12,272,000 
30,531,000 
256,992,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19,156,000 
 
 
 
 
Gain (loss) on extinguishments of debt
(13,349,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(13,349,000)
 
 
 
 
 
HOLP Senior Secured Notes
 
 
 
26,497,000 
32,001,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Unamortized Premium
 
 
 
3,134,000 
3,729,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Face interest rate, minimum
 
 
 
7.89% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Face interest rate, maximum
 
 
 
8.87% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective interest rate
 
 
 
6.75% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity under revolving credit facility
 
 
 
 
 
 
525,000,000 
 
125,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Spread on variable interest rate
 
 
 
 
 
 
 
 
 
0.50% 
 
0.50% 
1.50% 
 
1.50% 
2.50% 
 
 
 
 
 
 
 
Facility fee
 
 
 
 
 
 
 
 
 
 
0.30% 
 
 
0.45% 
 
 
 
 
 
 
 
 
 
Short-term bank loans and notes payable
109,000,000 
116,900,000 
 
 
 
109,000,000 
 
116,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate at period end
 
 
 
 
 
2.16% 
 
2.69% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit issued and outstanding
 
 
 
 
 
64,705,000 
 
53,705,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed charge coverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.75 
 
 
 
 
 
 
Cash distributions in a total amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75,000,000 
 
 
 
 
 
 
Amount of net assets
$ 3,200,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt - Net Components of Long Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Net components of Long Term Debt
 
 
Other
$ 14,392 
$ 17,265 
Total long-term debt
2,291,734 
2,300,111 
Less: current maturities
(11,589)
(12,014)
Total long-term debt due after one year
2,280,145 
2,288,097 
7.00%, due May 2022 |
Senior Notes
 
 
Net components of Long Term Debt
 
 
AmeriGas Partners Senior Notes
980,844 
980,844 
6.75%, due May 2020 |
Senior Notes
 
 
Net components of Long Term Debt
 
 
AmeriGas Partners Senior Notes
550,000 
550,000 
6.50%, due May 2021 |
Senior Notes
 
 
Net components of Long Term Debt
 
 
AmeriGas Partners Senior Notes
270,001 
270,001 
6.25%, due August 2019 |
Senior Notes
 
 
Net components of Long Term Debt
 
 
AmeriGas Partners Senior Notes
450,000 
450,000 
HOLP Senior Secured Notes
 
 
Net components of Long Term Debt
 
 
HOLP Senior Secured Notes
$ 26,497 
$ 32,001 
Employee Retirement Plans (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Compensation and Retirement Disclosure [Abstract]
 
 
 
Employee contribution on retirement plans, dollar-for-dollar percentage match
100.00% 
 
 
Percentage of eligible compensation
5.00% 
 
 
Cost of benefits under savings plan
$ 11,237 
$ 10,777 
$ 10,716 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Inventory Disclosure [Abstract]
 
 
Inventory contract period minimum
1 year 
 
Inventory contract period maximum
3 years 
 
Summary of Inventories
 
 
Propane gas
$ 157,032 
$ 130,410 
Materials, supplies and other
19,680 
22,860 
Appliances for sale
5,234 
5,658 
Total inventories
$ 181,946 
$ 158,928 
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Property, Plant and Equipment
 
 
Gross property, plant and equipment
$ 2,626,677 
$ 2,669,202 
Less accumulated depreciation and amortization
(1,239,767)
(1,231,688)
Net property, plant and equipment
1,386,910 
1,437,514 
Land
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
142,505 
147,405 
Buildings and Improvements
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
188,183 
176,638 
Transportation Equipment
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
243,437 
227,242 
Storage Facilities
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
248,757 
240,251 
Equipment, Primarily Cylinders and Tanks
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
1,598,120 
1,688,512 
Other, Including Work In Progress
 
 
Property, Plant and Equipment
 
 
Gross property, plant and equipment
$ 205,675 
$ 189,154 
Goodwill and Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
 
Amortization of intangible assets
$ 38,428 
$ 38,810 
$ 30,649 
2015
37,422 
 
 
2016
36,132 
 
 
2017
33,967 
 
 
2018
32,607 
 
 
2019
$ 31,411 
 
 
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Goodwill [Roll Forward]
 
 
Beginning balance, Goodwill
$ 1,936,608 
$ 1,914,808 
Acquisitions
6,751 
12,481 
Purchase accounting adjustments
(2,684)
19 
Correcting adjustment
 
9,300 
Goodwill push-down adjustment associated with prior-year acquisition
5,073 
 
Ending balance, Goodwill
$ 1,945,748 
$ 1,936,608 
Goodwill and Intangible Assets - Components of Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Customer relationships and noncompete agreements
$ 519,103 
$ 511,130 
Trademarks and tradenames (not subject to amortization)
82,944 
81,800 
Gross carrying amount
602,047 
592,930 
Accumulated amortization
(137,709)
(99,281)
Intangible assets, net
$ 464,338 
$ 493,649 
Partners' Capital and Incentive Compensation Plans (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Mar. 21, 2012
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2014
Common Unit Awards
Sep. 30, 2014
UGI Stock Option
Sep. 30, 2014
AmeriGas Performance Units
Sep. 30, 2014
2010 Propane Plan
Sep. 30, 2013
2010 Propane Plan
Sep. 30, 2012
2010 Propane Plan
Jul. 30, 2010
2010 Propane Plan
Mar. 21, 2012
6.50%, due May 2021
Mar. 21, 2012
6.50%, due May 2021
Sep. 30, 2014
Minimum
AmeriGas Performance Units
Sep. 30, 2014
Maximum
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 25th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 40th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 50th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 60th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 75th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued on or After January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 90th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued Before January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 40th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued Before January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 50th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued Before January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 75th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued Before January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 90th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Grants Issued Before January 1, 2013
Total Unitholder Return vs Alerian MLP Group at 100th Percentile
AmeriGas Performance Units
Sep. 30, 2014
Certain Grants Issued on or After January 1, 2014
Total Unitholder Return Highest of Propane MLP Group
AmeriGas Performance Units
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Units issued in connection with public offering (in units)
7,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offering price per unit
$ 41.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Units issued in connection with public offering
$ 276,562 
 
 
$ 279,362 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partner contribution to AmeriGas Propane, L.P.
2,800 
 
 
1,013 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Early redemption of senior notes
 
 
 
 
 
 
 
 
 
 
 
199,999 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stated percentage rate
 
 
 
 
 
 
 
 
 
 
 
 
6.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity based compensation expenses
 
4,286 
4,647 
8,373 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Units were available for future award grants
 
 
 
 
 
 
 
2,443,808 
 
 
2,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grant date, maximum
 
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term of the AmeriGas performance unit awards
 
3 years 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of target award to be granted
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
200.00% 
25.00% 
70.00% 
100.00% 
125.00% 
162.50% 
200.00% 
50.00% 
100.00% 
150.00% 
175.00% 
200.00% 
150.00% 
Expected volatility of performance unit awards
 
 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Units granted by General Partner in period
 
 
 
 
 
 
53,800 
86,458 
65,136 
248,818 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average grant date fair value per Common Unit subject to award during period
 
 
 
 
 
 
$ 41.50 
$ 43.34 
$ 42.58 
$ 43.22 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized equity-based compensation expense related to non-vested UGI stock options
 
 
 
 
2,888 
1,261 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average period of recognition
 
 
 
 
1 year 8 months 12 days 
1 year 7 months 6 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common units subject to award
 
 
 
 
200,235 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of Common Unit based awards that vested during period
 
4,100 
2,752 
5,090 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities associated with Common Unit based awards reflected in the Consolidated Balance Sheet
 
$ 1,513 
$ 1,053 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital and Incentive Compensation Plans - Amerigas Common Unit-Based Award Activity (Details) (USD $)
12 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
AmeriGas Performance Units
Sep. 30, 2014
AmeriGas Stock Units
Sep. 30, 2014
Vested
Sep. 30, 2013
Vested
Sep. 30, 2014
Vested
AmeriGas Performance Units
Sep. 30, 2014
Vested
AmeriGas Stock Units
Sep. 30, 2014
Non-Vested
Sep. 30, 2013
Non-Vested
Sep. 30, 2014
Non-Vested
AmeriGas Performance Units
Sep. 30, 2014
Non-Vested
AmeriGas Stock Units
Number of Common Units Subject to Award
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance, shares
200,235 
224,167 
 
 
37,207 
47,715 
 
 
163,028 
176,452 
 
 
Granted
 
 
53,800 
32,658 
 
 
633 
15,936 
 
 
53,167 
16,722 
Forfeited
 
 
(8,150)
(7,783)
 
 
 
 
(8,150)
(7,783)
Vested
 
 
 
 
15,319 
52,061 
 
 
(15,319)
(52,061)
Performance criteria not met
 
 
(31,317)
 
 
 
(31,317)
 
 
 
 
Awards paid
 
 
 
(63,140)
 
 
 
(63,140)
 
 
 
Ending Balance, shares
200,235 
224,167 
 
 
37,207 
47,715 
 
 
163,028 
176,452 
 
 
Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance (in dollars per unit)
$ 44.82 
$ 47.88 
 
 
$ 44.27 
$ 47.92 
 
 
$ 44.95 
$ 47.87 
 
 
Granted (in dollars per unit)
 
 
$ 41.50 
$ 46.37 
 
 
$ 41.37 
$ 48.00 
 
 
$ 41.50 
$ 44.81 
Forfeited (in dollars per unit)
 
 
$ 45.96 
$ 51.10 
 
 
$ 0.00 
$ 0.00 
 
 
$ 45.96 
$ (51.10)
Vested (in dollars per unit)
 
 
$ 0.00 
$ 0.00 
 
 
$ 53.93 
$ 47.58 
 
 
$ 53.93 
$ 47.58 
Performance criteria not met (in dollars per unit)
 
 
$ 54.51 
 
 
 
$ 54.51 
 
 
 
$ 0.00 
 
Awards paid (in dollars per unit)
 
 
 
$ 48.00 
 
 
 
$ 48.00 
 
 
 
$ 0.00 
Ending Balance (in dollars per unit)
$ 44.82 
$ 47.88 
 
 
$ 44.27 
$ 47.92 
 
 
$ 44.95 
$ 47.87 
 
 
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
lawsuit
lb
Sep. 30, 2013
Sep. 30, 2012
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Aggregate rental expense for leases
$ 63,055 
$ 63,585 
$ 61,075 
Minimum lease term
1 year 
 
 
Maximum lease term
10 years 
 
 
Residual value guarantee of operating lease arrangement
23,400 
 
 
Recorded Unconditional Purchase Obligation
 
 
 
Number of class action lawsuits (more than 35)
35 
 
 
Amount of propane in cylinders before reduction (in pounds)
17 
 
 
Amount of propane in cylinders after reduction (in pounds)
15 
 
 
Propane Supply Contract
 
 
 
Recorded Unconditional Purchase Obligation
 
 
 
Fiscal 2015
130,758 
 
 
Fiscal 2016
$ 74,307 
 
 
Maximum terms of purchase contract
3 years 
 
 
Minimum terms of purchase contract
1 year 
 
 
Commitments and Contingencies - Minimum Future Payments Under Noncancellable Operating Leases (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
 
2015
$ 58,317 
2016
48,713 
2017
38,565 
2018
32,710 
2019
28,010 
Thereafter
70,381 
Total minimum operating lease payments
$ 276,696 
Related Party Transactions (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
General Partner Expense
 
 
 
Related Party Transaction
 
 
 
Costs and Expenses, Related Party
$ 555,401 
$ 540,273 
$ 374,899 
UGI Corp Expense Reimbursement
 
 
 
Related Party Transaction
 
 
 
Costs and Expenses, Related Party
20,531 
18,568 
10,138 
UGI Corp Office Insurance Reimbursement
 
 
 
Related Party Transaction
 
 
 
Costs and Expenses, Related Party
3,989 
4,543 
3,760 
Energy Service Atlantic Energy Purchase
 
 
 
Related Party Transaction
 
 
 
Costs and Expenses, Related Party
850 
1,979 
359 
Sales to UGI Affiliates
 
 
 
Related Party Transaction
 
 
 
Revenue from Related Parties
$ 1,212 
$ 1,340 
$ 1,395 
Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Other Current Liabilities
 
 
Other current liabilities
$ 111,096 
$ 98,645 
Litigation, Property and Casualty Liabilities
 
 
Other Current Liabilities
 
 
Other current liabilities
35,933 
34,250 
Taxes Other Than Income Taxes
 
 
Other Current Liabilities
 
 
Other current liabilities
16,353 
9,922 
Propane Exchange Liabilities
 
 
Other Current Liabilities
 
 
Other current liabilities
21,402 
16,654 
Deferred Tank Fee Revenue
 
 
Other Current Liabilities
 
 
Other current liabilities
21,239 
22,044 
Other
 
 
Other Current Liabilities
 
 
Other current liabilities
$ 16,169 
$ 15,775 
Fair Value Measurements (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Fair Value Disclosures [Abstract]
 
 
Carrying amount of long-term debt
$ 2,291,734 
$ 2,300,111 
Estimated fair value of long-term debt
$ 2,395,332 
$ 2,393,581 
Fair Value Measurements - Financial Assets and Financial Liabilities at Fair Value (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Assets:
 
 
Commodity contracts
$ 3,065 
$ 19,621 1
Liabilities:
 
 
Commodity contracts
(9,472)
(1,504)1
Commodity Contracts |
Fair Value, Measurements, Recurring
 
 
Assets:
 
 
Commodity contracts
3,065 
19,621 1
Liabilities:
 
 
Commodity contracts
(9,472)
(1,504)1
Commodity Contracts |
Level 1 |
Fair Value, Measurements, Recurring
 
 
Assets:
 
 
Commodity contracts
1
Liabilities:
 
 
Commodity contracts
1
Commodity Contracts |
Level 2 |
Fair Value, Measurements, Recurring
 
 
Assets:
 
 
Commodity contracts
3,065 
19,621 1
Liabilities:
 
 
Commodity contracts
(9,472)
(1,504)1
Commodity Contracts |
Level 3 |
Fair Value, Measurements, Recurring
 
 
Assets:
 
 
Commodity contracts
1
Liabilities:
 
 
Commodity contracts
$ 0 
$ 0 1
Derivative Instruments and Hedging Activities (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 12 Months Ended
Sep. 30, 2014
gal
Agreement
Sep. 30, 2013
gal
Agreement
Sep. 30, 2014
Agreement
Sep. 30, 2013
Agreement
Derivative Instruments and Hedging Activities Disclosure [Abstract]
 
 
 
 
Underlying, Derivative
266,900,000 
206,100,000 
 
 
Maximum Period of hedging exposure to availability in Cash Flows
 
 
21 months 
 
Net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months
 
 
$ 2,722 
 
Number of settled or unsettled interest rate protection agreements outstanding (in agreements)
 
 
Derivative Instruments and Hedging Activities - Components of Fair Value of Derivative Assets and Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Derivative Asset, Fair Value
 
 
Fair value of derivative assets, gross
$ 3,065 
$ 19,621 1
Gross amounts offset in the balance sheet
(2,793)
(1,369)1
Total derivative assets - net
272 
18,252 1
Derivative Liability, Fair Value
 
 
Fair value of derivative liabilities, gross
(9,472)
(1,504)1
Gross amounts offset in the balance sheet
2,793 
1,369 1
Total derivative liabilities - net
(6,679)
(135)1
Derivative Financial Instruments, Assets |
Derivatives Designated as Hedging Instruments |
Propane Contracts
 
 
Derivative Asset, Fair Value
 
 
Fair value of derivative assets, gross
2,278 
16,350 1
Derivative Financial Instruments, Assets |
Derivatives Not Designated as Hedging Instruments |
Propane Contracts
 
 
Derivative Asset, Fair Value
 
 
Fair value of derivative assets, gross
787 
3,271 1
Derivative Financial Instruments, Liabilities |
Derivatives Designated as Hedging Instruments |
Propane Contracts
 
 
Derivative Liability, Fair Value
 
 
Fair value of derivative liabilities, gross
(217)
(1,504)1
Derivative Financial Instruments, Liabilities |
Derivatives Not Designated as Hedging Instruments |
Propane Contracts
 
 
Derivative Liability, Fair Value
 
 
Fair value of derivative liabilities, gross
$ (9,255)
$ 0 1
Derivative Instruments and Hedging Activities - Components of Derivative Instruments Gain Loss In Statement Of Operations (Details) (Propane Contracts, USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Cash Flow Hedges
 
 
 
Derivative Instruments, Gain (Loss)
 
 
 
Gain (Loss) recognized in AOCI and Noncontrolling Interests
$ 44,203 
$ 6,647 
$ (86,573)
Cash Flow Hedges |
Cost of sales-propane
 
 
 
Derivative Instruments, Gain (Loss)
 
 
 
Gain (Loss) reclassified from AOCI and Noncontrolling Interest into income
56,517 
(52,503)
(47,569)
Derivatives Not Designated as Hedging Instruments |
Cost of sales-propane
 
 
 
Derivative Instruments, Gain (Loss)
 
 
 
Gain (Loss) recognized in AOCI and Noncontrolling Interests
$ (4,863)
$ 1,848 
$ (14,883)
Other Income, Net (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Other Income and Expenses [Abstract]
 
 
 
Gains on sales of fixed assets
$ 6,524 
$ 4,115 
$ 3,169 
Finance charges
17,459 
21,390 
18,841 
Other
3,467 
6,998 
4,511 
Total other income, net
$ 27,450 
$ 32,503 
$ 26,521 
Quarterly Data (Unaudited) - Unaudited Quarterly Data Including Adjustments (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Quantifying Misstatement in Current Year Financial Statements
 
 
 
 
 
 
 
 
 
 
 
Revenues
$ 560,249 
$ 613,237 
$ 1,493,623 
$ 1,045,826 
$ 531,970 
$ 581,719 1
$ 1,176,207 1
$ 876,647 
$ 3,712,935 
$ 3,166,543 
$ 2,921,616 
Operating income
(6,408)
4,426 
284,922 
179,693 
(11,816)
6,639 1
257,505 1
139,866 
462,633 
392,194 
170,592 
Net income
(47,432)
(37,749)
242,950 
136,672 
(54,184)
(34,549)1
215,781 1
98,043 
294,441 
225,091 
12,671 
Net income (loss) attributable to AmeriGas Partners, L.P.
(47,347)
(37,761)
240,103 
134,898 
(54,056)
(34,595)1
213,208 1
96,665 
289,893 
221,222 
11,025 2
Income (loss) per limited partner unit:
 
 
 
 
 
 
 
 
 
 
 
Basic (in dollars per unit)
$ (0.58)3
$ (0.47)3
$ 1.71 3
$ 1.14 3
$ (0.63)3
$ (0.43)1 3
$ 1.56 1 3
$ 0.93 3
$ 2.82 
$ 2.14 
$ (0.11)
Diluted (in dollars per unit)
$ (0.58)3
$ (0.47)3
$ 1.71 3
$ 1.14 3
$ (0.63)3
$ (0.43)1 3
$ 1.56 1 3
$ 0.93 3
$ 2.82 
$ 2.14 
$ (0.11)
Decrease in income per limited partner unit (in dollars per unit)
 
 
$ (0.79)
$ (0.24)
 
 
$ (0.66)
$ (0.06)
 
 
 
Impact on Revenues and Accounts Receivable
 
 
 
 
 
 
 
 
 
 
 
Income (loss) per limited partner unit:
 
 
 
 
 
 
 
 
 
 
 
Quantifying misstatement in current year Financial Statements, decrease in revenues
 
 
 
 
 
 
7,038 
 
 
 
 
Quantifying misstatement in current year Financial Statements
 
 
 
 
 
3,600 
 
 
 
4,700 
 
Impact on Net Income Attributable to AmeriGas Partners, L.P.
 
 
 
 
 
 
 
 
 
 
 
Income (loss) per limited partner unit:
 
 
 
 
 
 
 
 
 
 
 
Quantifying misstatement in current year Financial Statements, decrease in revenues
 
 
 
 
 
 
6,967 
 
 
 
 
Quantifying misstatement in current year Financial Statements
 
 
 
 
 
$ 3,564 
 
 
 
$ 4,652 
 
Condensed Financial Information of Registrant (Parent Company) - Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2013
Condensed Balance Sheet Statements
 
 
Principal repayments of long-term debt due in 2019
$ 454,523 
 
Current assets:
 
 
Accounts receivable — related party
1,925 
1,509 
Total current assets
505,908 
504,994 
Other assets
61,154 
64,690 
Total assets
4,364,058 
4,437,671 
Current liabilities:
 
 
Accounts payable and other liabilities
111,096 
98,645 
Total current liabilities
617,514 
621,276 
Long-term debt
2,280,145 
2,288,097 
Commitments and contingencies
   
   
Partners’ capital:
 
 
Common unitholders
1,299,260 
1,354,187 
General partner
20,460 
15,930 
Accumulated other comprehensive income
2,794 
14,986 
Total liabilities and partners’ capital
4,364,058 
4,437,671 
Parent Company
 
 
Condensed Balance Sheet Statements
 
 
Principal repayments of long-term debt due in 2019
450,000 
 
Current assets:
 
 
Cash
4,746 
262 
Accounts receivable — related party
3,147 
6,479 
Prepaids and other current assets
1,155 
1,155 
Total current assets
9,048 
7,896 
Investment in AmeriGas Propane, L.P.
3,588,863 
3,648,909 
Other assets
23,610 
27,300 
Total assets
3,621,521 
3,684,105 
Current liabilities:
 
 
Accounts payable and other liabilities
500 
495 
Accrued interest
47,662 
47,662 
Total current liabilities
48,162 
48,157 
Long-term debt
2,250,845 
2,250,845 
Commitments and contingencies
   
   
Partners’ capital:
 
 
Common unitholders
1,299,260 
1,354,187 
General partner
20,460 
15,930 
Accumulated other comprehensive income
2,794 
14,986 
Total partners’ capital
1,322,514 
1,385,103 
Total liabilities and partners’ capital
$ 3,621,521 
$ 3,684,105 
Condensed Financial Information of Registrant (Parent Company) - Statements of Operations (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Condensed Income Statements
 
 
 
 
 
 
 
 
 
 
 
Operating (expenses) income, net
$ (6,408)
$ 4,426 
$ 284,922 
$ 179,693 
$ (11,816)
$ 6,639 1
$ 257,505 1
$ 139,866 
$ 462,633 
$ 392,194 
$ 170,592 
Loss on extinguishments of debt
 
 
 
 
 
 
 
 
(13,349)
Interest expense
 
 
 
 
 
 
 
 
(165,581)
(165,432)
(142,641)
Income before income taxes
 
 
 
 
 
 
 
 
297,052 
226,762 
14,602 
Income tax expense
 
 
 
 
 
 
 
 
2,611 
1,671 
1,931 
Net income
(47,432)
(37,749)
242,950 
136,672 
(54,184)
(34,549)1
215,781 1
98,043 
294,441 
225,091 
12,671 
Less: net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
(4,548)
(3,869)
(1,646)
Net income attributable to AmeriGas Partners, L.P.
(47,347)
(37,761)
240,103 
134,898 
(54,056)
(34,595)1
213,208 1
96,665 
289,893 
221,222 
11,025 2
General partner’s interest in net income
 
 
 
 
 
 
 
 
26,749 
21,498 
13,119 
Limited partners’ interest in net income
 
 
 
 
 
 
 
 
263,144 
199,724 
(2,094)
Income (loss) per limited partner unit — basic and diluted (in dollars per unit)
$ (0.58)3
$ (0.47)3
$ 1.71 3
$ 1.14 3
$ (0.63)3
$ (0.43)1 3
$ 1.56 1 3
$ 0.93 3
$ 2.82 
$ 2.14 
$ (0.11)
Average limited partner units outstanding — basic (thousands) (in units)
 
 
 
 
 
 
 
 
92,876 
92,832 
81,433 
Average limited partner units outstanding — diluted (thousands) (in units)
 
 
 
 
 
 
 
 
92,946 
92,910 
81,433 
Parent Company
 
 
 
 
 
 
 
 
 
 
 
Condensed Income Statements
 
 
 
 
 
 
 
 
 
 
 
Operating (expenses) income, net
 
 
 
 
 
 
 
 
(258)
(289)
(3,568)
Loss on extinguishments of debt
 
 
 
 
 
 
 
 
(13,349)
Interest expense
 
 
 
 
 
 
 
 
(155,510)
(154,593)
(133,372)
Income before income taxes
 
 
 
 
 
 
 
 
(155,768)
(154,882)
(150,289)
Income tax expense
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
(155,774)
(154,883)
(150,292)
Less: net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
445,667 
376,105 
161,317 
Net income attributable to AmeriGas Partners, L.P.
 
 
 
 
 
 
 
 
289,893 
221,222 
11,025 
General partner’s interest in net income
 
 
 
 
 
 
 
 
26,749 
21,498 
13,119 
Limited partners’ interest in net income
 
 
 
 
 
 
 
 
$ 263,144 
$ 199,724 
$ (2,094)
Income (loss) per limited partner unit — basic and diluted (in dollars per unit)
 
 
 
 
 
 
 
 
$ 2.82 
$ 2.14 
$ (0.11)
Average limited partner units outstanding — basic (thousands) (in units)
 
 
 
 
 
 
 
 
92,876 
92,832 
81,433 
Average limited partner units outstanding — diluted (thousands) (in units)
 
 
 
 
 
 
 
 
92,946 
92,910 
81,433 
Condensed Financial Information of Registrant (Parent Company) - Statements of Cash Flows (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Condensed Cash Flow Statements
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
$ 480,070 
$ 355,603 
$ 344,429 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisitions of businesses, net of cash acquired
(15,746)
(19,946)
(1,425,002)
Net cash used by investing activities
(109,749)
(108,891)
(1,520,060)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Distributions
(346,744)
(327,000)
(271,839)
Issuance of long-term debt
1,524,174 
Repayment of long-term debt
(12,272)
(30,531)
(256,992)
Proceeds from issuance of Common Units in public unit offering
276,562 
Proceeds associated with equity based compensation plans, net of tax withheld
2,499 
1,221 
951 
Capital contributions from General Partner
25 
13 
2,824 
Net cash (used) provided by financing activities
(369,476)
(294,179)
1,227,101 
Cash and cash equivalents increase (decrease)
845 
(47,467)
51,470 
CASH AND CASH EQUIVALENTS:
 
 
 
End of year
13,480 
12,635 
60,102 
Beginning of year
12,635 
60,102 
8,632 
Increase (decrease)
845 
(47,467)
51,470 
Parent Company
 
 
 
Condensed Cash Flow Statements
 
 
 
Distributions received from AmeriGas Propane, L.P
498,204 
478,458 
334,527 
NET CASH PROVIDED BY OPERATING ACTIVITIES
348,704 1
325,320 1
170,598 1
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisitions of businesses, net of cash acquired
(1,411,451)
Contributions to AmeriGas Propane, L.P.
(60,748)
Net cash used by investing activities
(1,472,199)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Distributions
(346,744)
(327,000)
(271,839)
Issuance of long-term debt
1,524,174 
Repayment of long-term debt
(232,844)
Proceeds from issuance of Common Units in public unit offering
276,562 
Proceeds associated with equity based compensation plans, net of tax withheld
2,499 
1,221 
951 
Capital contributions from General Partner
25 
13 
2,824 
Net cash (used) provided by financing activities
(344,220)
(325,766)
1,299,828 
Cash and cash equivalents increase (decrease)
4,484 
(446)
(1,773)
CASH AND CASH EQUIVALENTS:
 
 
 
End of year
4,746 
262 
708 
Beginning of year
262 
708 
2,481 
Increase (decrease)
$ 4,484 
$ (446)
$ (1,773)
Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts, USD $)
In Thousands, unless otherwise specified
12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2012
Allowance for Doubtful Accounts
 
 
 
Valuation And Qualifying Accounts
 
 
 
Balance at beginning of year
$ 18,552 
$ 17,217 
$ 17,181 
Charged (credited) to costs and expenses
26,403 
16,477 
15,088 
Other
(27,274)1
(15,142)1
(15,052)1
Balance at end of year
$ 17,681 
$ 18,552 
$ 17,217