UGI : Consolidated Financial Statements for the quarter ended June 30, 2023

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AMERIGAS PARTNERS, L.P.

AND SUBSIDIARIES

QUARTERLY REPORT

for the three and nine months ended June 30, 2023 and 2022

AmeriGas Partners, L.P. ("AmeriGas Partners") is an indirect, wholly owned subsidiary of UGI Corporation ("UGI"), with no class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, AmeriGas Partners is not subject to the current and periodic reporting requirements of the Exchange Act. This quarterly report is provided to bondholders for informational purposes only pursuant to contractual requirements under certain indentures governing the rights of bondholders, and shall not constitute an offer to sell or the solicitation of an offer to buy any securities. As a result, none of UGI, AmeriGas Partners nor any of their respective affiliates accepts, and each specifically disclaims, any liability under federal securities laws whatsoever in connection with the provision of this quarterly report, including any liability under the Exchange Act or the Securities Act of 1933, as amended.

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TABLE OF CONTENTS

	Page
Glossary of Terms and Abbreviations	1
Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2023, September 30, 2022 and June 30, 2022	3
Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022	4
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022	5
Condensed Consolidated Statements of Partner's Capital for the three and nine months ended June 30, 2023 and	6
2022
Notes to Condensed Consolidated Financial Statements	7
Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Controls and Procedures	24
Legal Proceedings	25
Risk Factors	25
Signatures	26

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GLOSSARY OF TERMS AND ABBREVIATIONS

Terms and abbreviations used in this Quarterly Report are defined below:

AmeriGas Partners, L.P. and Related Entities

AmeriGas Finance Corp. - A wholly owned subsidiary of AmeriGas Partners

AmeriGas OLP - AmeriGas Propane, L.P., the principal operating subsidiary of AmeriGas Partners

AmeriGas Partners - AmeriGas Partners, L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of UGI Energy Services - UGI Energy Services, LLC, a wholly owned subsidiary of Enterprises

Enterprises - UGI Enterprises, LLC, a wholly owned subsidiary of UGI

General Partner - AmeriGas Propane, Inc., an indirect wholly owned subsidiary of UGI and the general partner of AmeriGas Partners

Partnership - AmeriGas Partners, AmeriGas OLP and all of their subsidiaries collectively

UGI - UGI Corporation or, collectively, UGI Corporation and its consolidated subsidiaries

Other Terms and Abbreviations

5.625% Senior Notes - An underwritten public offering of $675 million aggregate principal amount of notes due May 2024, issued by AmeriGas Partners. Pursuant to the tender offer, dated May 22, 2023, AmeriGas Partners, in June 2023, redeemed all outstanding 5.625% Senior Notes due May 2024 and in so doing was released from the obligations with respect to the indenture for the 5.625% Senior Notes

9.375% Senior Notes - An underwritten private offering of $500 million aggregate principal amount of notes due May 2028, co-issued by AmeriGas Partners and AmeriGas Finance Corp.

2022 Annual Report - AmeriGas Partners' Annual Report for the fiscal year ended September 30, 2022, as restated as described in Note 2 - Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements

2022 nine-monthperiod - Nine months ended June 30, 2022

2022 three-monthperiod - Three months ended June 30, 2022 2023 nine-monthperiod - Nine months ended June 30, 2023

2023 three-monthperiod - Three months ended June 30, 2023

2022 AmeriGas OLP Credit Agreement - Entered into by AmeriGas OLP providing for borrowings of up to $600 million, with the option to increase to a maximum principal amount of $900 million assuming certain conditions are met, including a letter of credit subfacility of up to $100 million, scheduled to expire in September 2026

AmeriGas OLP Credit Agreement - The second amended and restated credit agreement entered into by AmeriGas OLP providing for borrowings of up to $600 million, including a letter of credit subfacility of up to $150 million, was paid off in full and terminated concurrently with the execution of the 2022 AmeriGas OLP Credit Agreement

ASC - Accounting Standards Codification

ASC 606 - ASC 606, "Revenue from Contracts with Customers"

COVID-19- A novel strain of coronavirus disease discovered in 2019

FDIC - Federal Deposit Insurance Corporation

Fiscal 2021 - The fiscal year ended September 30, 2021

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Fiscal 2022 - The fiscal year ended September 30, 2022 Fiscal 2023 - The fiscal year ending September 30, 2023 GAAP - U.S. generally accepted accounting principles MGP - Manufactured gas plant

NOAA - National Oceanic and Atmospheric Administration NPNS - Normal purchase and normal sale

NYDEC - New York State Department of Environmental Conservation PRP - Potentially responsible party

ROD - Record of Decision

U.S. - United States of America

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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(Millions of dollars)

					(As Restated)(1)
		June 30,		September 30,			June 30,
		2023			2022			2022
ASSETS
Current assets:
Cash and cash equivalents	$	28	$	11	$	11
Accounts receivable (less allowances for doubtful accounts of $24,
$22 and $22, respectively)		237			248			275
Inventories		166			224			192
Derivative instruments		-			30			63
Prepaid expenses and other current assets		69			89			75
Total current assets		500			602			616
Property, plant and equipment (less accumulated depreciation of $1,590,
$1,511 and $1,489, respectively)		1,021			1,047			1,057
Goodwill		1,354			2,004			2,004
Intangible assets, net		108			131			139
Derivative instruments		-			-			10
Other assets		338			358			357
Total assets	$	3,321	$	4,142	$	4,183
LIABILITIES AND PARTNER'S CAPITAL
Current liabilities:
Short-term borrowings		-			131			50
Accounts payable		134			241			229
Customer deposits and advances		69			93			66
Derivative instruments		45			27			5
Other current liabilities		236			233			227
Total current liabilities		484			725			577
Long-term debt		2,384			2,563			2,562
Derivative instruments		11			10			1
Other noncurrent liabilities		323			340			354
Total liabilities		3,202			3,638			3,494
Commitments and contingencies (Note 6)
Partner's capital		119			504			689
Total liabilities and partner's capital	$	3,321	$	4,142	$	4,183

See accompanying notes to condensed consolidated financial statements.

1. See Note 2 - Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements

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