ameri gas wells-fargo_december_2017_vfinal

Wells Fargo Pipeline, MLP and Utility Symposium

December 2017

About This Presentation

2 AmeriGas Partners | Investor Overview

This presentation 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’s Annual Report on Form 10-K and quarterly reports on Form 10-Q 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 impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, political, regulatory and economic conditions in the United States and in foreign countries, the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business, our ability to successfully integrate acquired businesses and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber-attack. AmeriGas undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. In addition, this presentation uses certain non-GAAP financial measures. Please see the appendix for reconciliations of these measures to the most comparable GAAP financial measure.

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Business Overview

Largest propane distributor in

U.S.1

Over

1.8 MM Customers

~1.1 BN Retail gallons sold

Over

50,000 Cylinder exchange

retail locations

Operations in all

50 States

~8,100 Employees

3 1 Based on volume of propane gallons distributed annually. AmeriGas Partners | Investor Overview

Am

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Business Overview

37% Residential

Heating & Cooking

38% Commercial /

Industrial

8% Agriculture &

Transport

17% Motor Fuel

4 Represents approximate percentages of retail gallons sold AmeriGas Partners | Investor Overview

Am

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Competitive Advantages

• Unmatched geographic coverage across all 50 states

• Significant scale enables deployment of technology advancements

• Scale enables growth programs (ACE and National Accounts)

• Significant transportation and logistics assets

• Tested formula for successful acquisitions

• Demonstrated ability to manage margins


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Recent Key Accomplishments

• National Accounts delivered record operating results • Currently serving over 43,000 customer locations

• ACE business also delivered record operating results • Volume up over 8% compared to FY16

• Over 50,000 distribution points

• Completed 5 acquisitions adding ~6 million gallons in FY17

• Increased distribution for 13th consecutive year in April 2017

• Completed refinancing of all long-term debt, lowering rates by more than 100 basis points


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Unmatched Nationwide Footprint

7

Districts Storage Terminals

Field Service Center

AmeriGas Partners | Investor Overview

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Significant Transportation and Logistics Network

8

Most flexible, reliable supply chain coverage in the retail propane industry

Ability to quickly focus flexible truck, rail and trans-loading assets to areas in need

10 Transflow

Units

~510 Rail Cars

~3,100 Bobtail Trucks

21 Terminals

~1.8 Million

Customers

~1,900 Distribution

Locations

Over 250 Propane

Suppliers(a)

940 PTI

Trailers

(a) Domestic and international suppliers.


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Technology Investments Across a Broad Platform

AmeriMobile • Real-time field

communication

9

AmeriGas.com • Online bill pay • Will-call orders

District Tools • Real-time key performance

indicators

Networked Call Centers • Re-route calls based on

volume • 24/7 Emergency Call Center

Investments in technology reduce operational costs while improving the customer experience

AmeriGas Partners | InvestorOverview

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Key Financial Objectives

• 3% - 4% growth in EBITDA over the long-term

• Enhance credit metrics targeting leverage ratios in the range of 3.5x – 4.0x

• Use access to capital markets judiciously - fund all maintenance, growth and acquisition expenditures through internally generated cash flow

• Distribution growth in line with EBITDA growth and targeting 1.1x to 1.2x distribution coverage

10 AmeriGas Partners | Investor Overview Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-GAAP measure. See appendix for reconciliation.

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Key Drivers of Growth

11

ACE Cylinder Exchange

2-3% Growth National Accounts

6-7% Growth

Acquisitions

$5-6 MM Annual EBITDA Addition

Structural Conservation offset by:

Technology Enhancements

Margin Management

Customer Retention

3-4% Annual EBITDA Growth


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• Unparalled footprint (~1,900 distribution locations, 50 states)

• 38 Accounts added in FY17

• Best in class “back office”

• Largest sales force in the industry

• Geographic diversity

• Generally less weather sensitive than residential business

National Accounts Program

12

Serving over

43,000 Customer Locations


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Cylinder Exchange Program

• Counter seasonal due to summer grilling demand

• Product of convenience

• Platform grows as U.S. retailers expand

• Highly targeted marketing programs

13

33 Cylinder

refurbishment centers

nationwide

distribution points

Over 50,000


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Growth Through Acquisitions

• Hallmark of the Company’s growth history

• Highly fragmented market, over 3,500 acquisition opportunities

• Dedicated corporate development team with relationship building as a core competency

• Unmatched operational synergy opportunities due to nationwide footprint

• 11 acquisitions in last two years

14

acquisitions since the early 1980s

~ 200

1987

1993

2001

2012


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Unit Margin Management

15

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Avg. M

t. Belvieu

Co

st

Pro

pan

e U

nit

Mar

gin

s

Avg. Mt. Belvieu Cost Propane Unit Margins

Track record of unit margin growth in all cost environments

Unit margin is a non-GAAP measure. See appendix for reconciliation. AmeriGas Partners | Investor Overview

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Adjusted EBITDA Growth

16

$0

$100

$200

$300

$400

$500

$600

$700

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018G

Adjusted EBITDA1

2 Assumes 15-year normal weather. Adjusted EBITDA is a non-GAAP measure. See appendix for reconciliation.


1 Includes impact of Heritage acquisition completed in 2012.

(2%) 3% 4% 5% 5% (13%) 1% 0% 10% (12%) (11%) Weather vs.

Normal 2

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13th Consecutive Year of Increasing Distributions

17

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Annualized Year-End Distributions Per Unit


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18

Refinancing Strengthened Balance Sheet Debt Maturity Extended and Coverage Improved

BEFORE: AFTER: Avg. maturity: 4.7 years Avg. interest rate: 6.73%

Avg. maturity: 8.7 years Avg. interest rate: 5.65%

$-

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2017 2019 2020 2021 2022 2023 2024 2025 2026 2027

6.25% due May 2019 6.75% due May 2020

6.50% due May 2021 7.00% due May 2022

$-

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

5.625% due May 2024 5.500% due May 2025

5.875% due Aug 2026 5.75% due May 2027


($ in millions) ($ in millions)

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as Standby Equity Commitment Agreement

• Entered into a standby equity commitment agreement with UGI Corporation

• Provides AmeriGas with ability to issue Class B common units to UGI in exchange for cash o $50 million minimum draws o Up to $225 million in total o Draws available through July 1, 2019

• Class B units pay distribution based on a stated yield o 130 basis points over common yield o Payable in cash or Class B units

• Class B units are excluded from the IDR waterfall

• Provides balance sheet flexibility to continue with strategic growth investments should company experience another significantly warmer-than-normal winter

• Do not currently have plans to draw on this commitment


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as Outperformance Over the Long-Term


CAGR Total Unitholder Return as of 9/30/17

1 Year 3 Year 5 Year 10 Year

AmeriGas 6.8% 7.9% 8.9% 10.4%

Alerian -3.7% -12.9 -0.5% 6.4%

S&P 500 18.6% 10.8% 14.2% 7.4%

-50

0

50

100

150

200To

tal R

etu

rn %

AmeriGas

Alerian

S&P 500

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Conclusion

• Superior total returns

• Unmatched scale and geographic coverage

• Significant growth opportunities

• Tested formula for successful acquisitions in fragmented industry

• Demonstrated ability to manage margins

• Leveraging technology to increase efficiency and customer service

• Cash flow supports improving leverage and distribution metrics


APPENDIX

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AmeriGas Unit Margin

23

($ in thousands, except per unit amounts)


Year Ended September 30,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Propane revenues 1,953,714$ 2,096,080$ 2,624,672$ 2,091,890$ 2,158,800$ 2,360,439$ 2,677,631$ 2,884,766$ 3,440,868$ 2,612,401$ 2,053,160$ 2,183,538$

Propane cost of sales (1,277,306) (1,365,071) (1,836,917) (1,254,332) (1,340,615) (1,546,161) (1,642,658) (1,571,574) (2,034,592) (1,301,167) (719,842) (891,261)

Adjustment for Commodity Mark-to-Market (gain) loss - - - - - - - - 9,496 47,841 (66,079) (31,062)

Total adjusted propane margin 676,408$ 731,009$ 787,755$ 837,558$ 818,185$ 814,278$ 1,034,973$ 1,313,192$ 1,415,772$ 1,359,075$ 1,267,239$ 1,261,215$

Total Retail and Wholesale Gallons Sold 1,094,900 1,124,100 1,104,400 1,047,900 1,022,600 999,000 1,123,100 1,347,000 1,369,000 1,238,700 1,115,222 1,096,000

Average Adjusted Propane Margin per Gallon 0.62$ 0.65$ 0.71$ 0.80$ 0.80$ 0.82$ 0.92$ 0.97$ 1.03$ 1.10$ 1.14$ 1.15$

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AmeriGas Adjusted EBITDA - Historical

24

($ in millions)


Year Ended September 30,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Net income attributable to AmeriGas Partners, L.P. (a) 91.2$ 190.8$ 158.0$ 224.6$ 165.2$ 138.5$ 11.0$ 221.2$ 289.9$ 211.2$ 207.0$ 162.1$

Income tax expense 0.2 0.8 1.7 2.6 3.3 0.4 2.0 1.7 2.6 2.9 (1.6) 2.0

Interest expense 74.1 71.5 72.9 70.3 65.1 63.5 142.6 165.4 165.6 162.8 164.1 160.2

Depreciation and amortization 72.5 75.6 80.4 83.8 87.4 94.7 169.1 202.9 197.2 194.9 190.0 190.5

EBITDA 237.9$ 338.7$ 313.0$ 381.4$ 321.0$ 297.1$ 324.7$ 591.2$ 655.3$ 571.8$ 559.5$ 514.8$

Add back: Loss on extinguishment of debt 17.1 - - - - 38.1 13.3 - - - 48.9 59.7

Exclude: Acquisition and Transition Costs - - - - - - 46.2 26.5 - - - -

Exclude: Hedge Mark to market impact - - - - - - - - 9.5 47.8 (66.1) (31.1)

Exclude: Gain on sale of storage facilities - (46.1) - (39.9) - - - - - - - -

Add back: Loss on termination of interest rate hedges - - - - 12.2 - - - - - - -

Add back: Litigation Reserve adjustment - - - - 7.0 - - - - - - -

MGP Environmental accrual - - - - - - - - - - - 7.5

Noncontrolling Interest in net gains (Losses) on commodity

derivative instruments not associated with current-period

transactions and Heritage transition expenses - - - - - - - (0.3) (0.1) (0.4) 0.7 0.4

Heritage Pro Forma EBITDA - - - - - - 82.5 - - - - -

Adjusted EBITDA 255.0$ 292.6$ 313.0$ 341.5$ 340.2$ 335.2$ 466.7$ 617.4$ 664.7$ 619.2$ 543.0$ 551.3$

ameri gas wells-fargo_december_2017_vfinal

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