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. 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 $5,635 , $4,286 and $4,647 in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , 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 Stock Units” and “AmeriGas Performance 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 2010 Propane 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, and for certain awards granted in January 2015, actual net customer acquisition and retention performance. 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. For that portion of Performance Unit awards whose ultimate payout is based upon market-based conditions (as further described below), the number of awards ultimately paid is 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”). For Performance Unit awards granted in January 2015, the number of AmeriGas Performance Units ultimately paid is based upon AmeriGas Partner’s TUR percentile rank relative to entities in the Alerian MLP Group as modified by AmeriGas Partners’ performance relative to the 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 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 60th percentile, 125% ; 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. For such 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 such grants issued in January 2015, the amount ultimately paid shall be modified based upon AmeriGas Partners’ TUR ranking relative to the Propane MLP Group over the performance period (“MLP Modifier”). Such modification ranges from 70% to 130% , but in no event shall the amount ultimately paid, after such modification, exceed 200% of the target award grant. With respect to AmeriGas Performance Unit awards granted in January 2014 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 pursuant to the January 2014 grant, 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. For those performance awards granted in January 2015 that are subject to the MLP Modifier, if an MLP Event were to occur during the performance period such MLP Modifier would be based upon AmeriGas Partners’ TUR rank as determined in (1),(2) or (3) above, as appropriate. With respect to AmeriGas Performance Unit awards granted in January 2015 whose payout is based upon net customer gain and retention performance, grantees may ultimately receive between 0% and 200% of the target award based upon the annual actual net customer gain and retention performance as adjusted for the net customer gain and retention performance over the three years performance period. 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 Unit awards that are subject to market-based conditions are equity awards 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 subject to market-based conditions are estimated using a Monte Carlo valuation model. The fair value associated with the target award which 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. For purposes of valuing AmeriGas Performance Unit awards that are subject to market-based conditions, 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 expected term of the AmeriGas Performance Unit awards is three years based on the performance period. AmeriGas Performance Unit awards whose ultimate payout is based upon net customer acquisition and retention performance measures are recorded as expense when it is probable all or a portion of the award will be paid. The fair value associated with the target award is the market price of the Common Units on the date of grant. 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 following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards subject to market-based conditions and related compensation costs: Grants Awarded in Fiscal Year 2015 2014 2013 Risk-free rate 0.9 % 0.8 % 0.4 % Expected life 3 years 3 years 3 years Expected volatility 19.2 % 21.1 % 20.7 % Dividend Yield 6.8 % 7.5 % 8.2 % The General Partner granted awards under the 2010 Propane Plan representing 80,336 , 86,458 and 65,136 Common Units in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , respectively, having weighted-average grant date fair values per Common Unit subject to award of $61.00 , $43.34 and $42.58 , respectively. At September 30, 2015 , 2,416,473 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 2015 : 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, 2014 200,235 $ 44.82 37,207 $ 44.27 163,028 $ 44.95 AmeriGas Performance Units: Granted 65,525 $ 64.02 3,290 $ 64.85 62,235 $ 63.97 Forfeited (12,110 ) $ 55.09 — $ — (12,110 ) $ 55.09 Vested — $ — 39,516 $ 46.39 (39,516 ) $ 46.39 Performance criteria not met (37,981 ) $ 48.24 (37,981 ) $ 48.24 — $ — AmeriGas Stock Units: Granted 14,811 $ 47.65 8,011 $ 48.93 6,800 $ 46.13 Forfeited (4,177 ) $ 50.89 — $ — (4,177 ) $ 50.89 Vested — $ — 30,577 $ 47.57 (30,577 ) $ 47.57 Awards paid (33,720 ) $ 47.65 (33,720 ) $ 47.65 — $ — September 30, 2015 192,583 $ 49.70 46,900 $ 44.97 145,683 $ 51.22 During Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows: 2015 2014 2013 AmeriGas Performance Unit awards: Number of Common Units subject to original Awards granted 55,750 41,251 48,150 Fiscal year granted 2012 2011 2010 Payment of awards: AmeriGas Partners Common Units issued — — — Cash paid $ — $ — $ — AmeriGas Stock Unit awards: Number of Common Units subject to original Awards granted 42,532 72,023 35,934 Payment of awards: AmeriGas Partners Common Units issued 21,509 40,842 23,192 Cash paid $ 789 $ 1,364 $ 629 As of September 30, 2015 , there was $1,108 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 1.8 years. As of September 30, 2015 , there was a total of approximately $2,699 of unrecognized compensation cost associated with 192,583 Common Units subject to award that is expected to be recognized over a weighted-average period of 1.6 years. The total fair values of Common Unit-based awards that vested during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 were $2,625 , $4,100 and $2,752 , respectively. As of September 30, 2015 and 2014 , total liabilities of $3,326 and $1,513 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. |