AmeriGas Partners Issues Earnings Guidance for Fiscal Years 2016 and 2017

AmeriGas Partners, L.P. (NYSE: APU) today announced a revision to its
full year earnings guidance. For the year ended September 30, 2016, we
expect net income attributable to AmeriGas Partners, L.P. to be in the
range of $205 million and Adjusted EBITDA to be in the range of $540
million. The Adjusted EBITDA guidance is below the previous guidance
range of $575 million to $600 million. The decrease in the earnings
guidance is primarily due to an increase in reserves associated with
litigation and general liability matters. In addition, weather was 47%
warmer than normal during the month of September, the effects of which
were not included in previous guidance. Set forth in the table that
follows this news release is a reconciliation of forecasted net income
attributable to AmeriGas Partners, L.P. to forecasted Adjusted EBITDA
for the fiscal year ended September 30, 2016, as well as information
about why management believes Adjusted EBITDA provides useful
information to investors about the Partnership’s results of operations.

In late September 2016, the Florida Second District Court of Appeals
affirmed an $18 million judgment against AmeriGas in a class action
proceeding commenced in November of 2005. Prior to the appellate court’s
decision, we believed that the likelihood of the appellate court
affirming the lower court’s judgment was remote. As a result of this
adverse development, as well as adjustments to general liability
reserves identified late in fiscal 2016, AmeriGas increased its reserves
for these matters by approximately $30 million.

Jerry E. Sheridan, president and chief executive officer of AmeriGas,
commented, “We are announcing reduced earnings guidance for fiscal 2016
primarily due to the timing and magnitude of the litigation and general
liability reserve adjustments. With regard to the Florida appeals court
ruling, we are disappointed with the decision but continue to believe we
have valid arguments and are exploring our options for further appeal.”

Sheridan continued, “We remain pleased with the progress we have made on
our key strategic objectives despite the headwinds brought about by the
extremely warm year. This progress will ensure that we start fiscal 2017
in a strong position. Assuming normal weather patterns, we expect to
report Adjusted EBITDA of $660 million to $700 million for fiscal 2017
for the Partnership and its subsidiaries on a consolidated basis. We
look forward to discussing our final results for fiscal 2016, as well as
our guidance for fiscal 2017 during our upcoming earnings call on
November 10^th.”

Because we are unable to predict certain potentially material items
affecting net income on a GAAP basis, principally mark-to-market gains
and losses on commodity derivative instruments, we cannot reconcile 2017
Adjusted EBITDA, a non-GAAP measure, to net income attribute to AmeriGas
Partners, L.P., the most directly comparable GAAP measure, in reliance
on the “unreasonable efforts” exception set forth in SEC rules.
Adjustments that management can reasonably estimate are provided below.

About AmeriGas Partners

AmeriGas Partners is the nation’s largest retail propane marketer,
serving approximately two million customers in all 50 states from
approximately 2,000 distribution locations. UGI Corporation, through
subsidiaries, is the sole General Partner and owns 26% of AmeriGas
Partners and the public owns the remaining 74%.

This press release contains certain forward-looking statements that
management believes to be reasonable as of today’s date only. Actual
results may differ significantly because of risks and uncertainties that
are difficult to predict and many of which are beyond management’s
control. You should read AmeriGas Partners’ Annual Report on Form 10-K,
as amended, for a more extensive list of factors that could affect
results. Among them are adverse weather conditions, cost volatility and
availability of propane, increased customer conservation measures, the
capacity to transport propane to our market areas, the impact of pending
and future legal proceedings, political, economic and regulatory
conditions in the U.S. and abroad, and our ability to successfully
integrate acquisitions and achieve anticipated synergies. AmeriGas
Partners undertakes no obligation to release revisions to its
forward-looking statements to reflect events or circumstances occurring
after today.

Non-GAAP Financial Measures – EBITDA and
Adjusted EBITDA

The Partnership’s management uses certain non-GAAP financial measures,
including EBITDA and Adjusted EBITDA when evaluating the Partnership’s
overall performance. These financial measures are not in accordance
with, or an alternative to, GAAP and should be considered in addition
to, and not as a substitute for, the comparable GAAP measures.

Management believes earnings before interest, income taxes, depreciation
and amortization (“EBITDA”), as adjusted for the effects of gains and
losses on commodity derivative instruments not associated with
current-period transactions and other gains and losses that competitors
do not necessarily have ("Adjusted EBITDA"), is a meaningful non-GAAP
financial measure used by investors to (1) compare the Partnership’s
operating performance with that of other companies within the propane
industry and (2) assess the Partnership’s ability to meet loan
covenants. The Partnership’s definition of Adjusted EBITDA may be
different from those used by other companies. Management uses Adjusted
EBITDA to compare year-over-year profitability of the business without
regard to capital structure as well as to compare the relative
performance of the Partnership to that of other master limited
partnerships without regard to their financing methods, capital
structure, income taxes, the effects of gains and losses on commodity
derivative instruments not associated with current-period transactions
or historical cost basis. In view of the omission of interest, income
taxes, depreciation and amortization, gains and losses on commodity
derivative instruments not associated with current-period transactions
and other gains and losses that competitors do not necessarily have from
Adjusted EBITDA, management also assesses the profitability of the
business by comparing net income attributable to AmeriGas Partners, L.P.
for the relevant years. Management also uses Adjusted EBITDA to assess
the Partnership’s profitability because its parent, UGI Corporation,
uses the Partnership’s Adjusted EBITDA to assess the profitability of
the Partnership which is one of UGI Corporation’s industry segments. UGI
Corporation discloses the Partnership’s Adjusted EBITDA in its
disclosure about industry segments as the profitability measure for its
domestic propane segment.

The following table includes a reconciliation of forecasted net income
attributable to AmeriGas Partners, L.P. to forecasted Adjusted EBITDA
for the fiscal year ended September 30, 2016 and is subject to change
based on the finalization of management’s financial close procedures:

The following table includes a quantification of interest expense,
income tax expense, depreciation and amortization included in the
calculation of forecasted Adjusted EBITDA guidance range for the fiscal
year ending September 30, 2017:

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