Contact: 610-337-1000 For Release: July 28, 2004 Robert W. Krick, ext. 3141 Immediate Brenda A. Blake, ext. 3202 AMERIGAS PARTNERS REPORTS IMPROVED RESULTS VALLEY FORGE, Pa., July 28 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported a seasonal net loss for the Partnership's third quarter of fiscal 2004 ended June 30, 2004 of $24.1 million, or $0.45 per limited partner unit, compared to a loss of $27.4 million or $0.54 per limited partner unit, in the same period last year. Results for the June 2003 quarter include $3.0 million, or $0.06 per limited partner unit, of costs associated with the previously-announced realignment of our regional management structure. Average units outstanding were approximately 6.7% higher for the recent quarter. For the three months ended June 30, 2004, retail volumes sold were 175.2 million gallons compared to 182.4 million gallons sold in the prior-year period. Nationally, weather was 8% warmer than normal in the 2004 period compared to weather that was essentially normal in the prior-year period according to the National Oceanic and Atmospheric Administration. Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) were $16.1 million in the fiscal 2004 period compared to $12.6 million a year ago. Eugene V. N. Bissell, chief executive officer of AmeriGas, said, "We are pleased to report an increase in EBITDA despite warmer than normal weather and customer conservation triggered by record high retail propane prices. We are on track to achieve approximately $250 million in EBITDA for the fiscal year ending September 30, 2004, in line with our projection at the end of the second quarter." Net income is expected to be approximately $88 million. Revenues for the quarter were $315.1 million versus $287.1 million a year ago, principally reflecting unusually high propane product costs resulting from, among other things, higher crude oil and natural gas prices. Total margin increased principally as a result of higher average retail propane unit margins partially offset by lower volumes sold. The decline in operating expenses in the most recent quarter was due to the absence of $3.0 million of expense related to the aforementioned management realignment. "It has been a year since we announced our management realignment and we are pleased that it has achieved our objectives of streamlining our business processes, eliminating duplication and reducing overhead expenses," added Bissell. -- MORE -- AMERIGAS PARTNERS REPORTS IMPROVED RESULTS PAGE 2 AmeriGas Partners is the nation's largest retail propane marketer, serving nearly 1.3 million customers from over 700 locations in 46 states. UGI Corporation (NYSE:UGI), through subsidiaries, owns 46% of the Partnership and individual unitholders own the remaining 54%. AmeriGas Partners invites interested parties to listen to the live audio webcast of management's teleconference with the financial community about third quarter fiscal year 2004 results on Wednesday, July 28, 2004, at 4:00 PM Eastern time. The audio teleconference is available online at http://www.shareholder.com/ugi/medialist.cfm. A telephonic replay of the call can be accessed approximately two hours after the completion of the call at 1-888/203-1112, (International replay 719/457-0820) passcode 216131, until midnight ET August 1, 2004. The financial tables appended to this news release can be viewed directly at HTTP://WWW.SHAREHOLDER.COM/UGI/APU/3Q04FINANCIALTABLE.PDF. This press release contains certain forward-looking statements which 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 the Partnership's Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, price volatility and availability of propane, the capacity to transport propane to our market areas and political, economic and regulatory conditions in the U. S. and abroad. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. Comprehensive information about AmeriGas is available on the Internet at WWW.AMERIGAS.COM. AP-09 ### 7/28/04 AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES REPORT OF EARNINGS (Thousands, except per unit and where otherwise indicated) (Unaudited) Three Months Ended Nine Months Ended Twelve Months Ended June 30, June 30, June 30, ------------------------ -------------------------- --------------------------- 2004 2003 2004 2003 2004 2003 ---------- ------------ ------------ ------------ ------------ ------------ Revenues: Propane $ 282,510 $ 257,705 $ 1,359,913 $ 1,263,423 $ 1,599,054 $ 1,456,746 Other 32,597 29,431 103,102 94,290 134,672 122,871 --------- ----------- ----------- ----------- ----------- ----------- 315,107 287,136 1,463,015 1,357,713 1,733,726 1,579,617 --------- ----------- ----------- ----------- ----------- ----------- Costs and expenses: Cost of sales - propane 169,095 145,637 800,514 723,258 934,139 822,830 Cost of sales - other 14,923 12,310 43,203 38,716 57,939 50,397 Operating and administrative expenses (a) 118,125 119,136 381,283 374,005 495,712 483,484 Depreciation 18,670 17,917 55,563 51,826 74,160 67,844 Amortization 1,298 974 3,876 2,987 5,091 3,767 Other (income), net (3,011) (2,371) (10,949) (6,573) (13,336) (8,346) --------- ----------- ----------- ----------- ----------- ----------- 319,100 293,603 1,273,490 1,184,219 1,553,705 1,419,976 --------- ----------- ----------- ----------- ----------- ----------- Operating (loss) income (3,993) (6,467) 189,525 173,494 180,021 159,641 Loss on extinguishment of debt -- -- -- (3,023) -- (3,023) Interest expense (20,516) (21,468) (62,818) (66,051) (83,962) (87,349) --------- ----------- ----------- ----------- ----------- ----------- (Loss) income before income taxes (24,509) (27,935) 126,707 104,420 96,059 69,269 Income tax benefit (expense) 237 343 (391) 405 (1,382) 213 Minority interests 140 178 (1,649) (1,451) (1,426) (1,183) --------- ----------- ----------- ----------- ----------- ----------- Net (loss) income $ (24,132) $ (27,414) $ 124,667 $ 103,374 $ 93,251 $ 68,299 ========= =========== =========== =========== =========== =========== General partner's interest in net (loss) income (b) $ (241) $ (274) $ 6,448 $ 2,708 $ 933 $ 683 ========= =========== =========== =========== =========== =========== Limited partners' interest in net (loss) income (b) $ (23,891) $ (27,140) $ 118,219 $ 100,666 $ 92,318 $ 67,616 ========= =========== =========== =========== =========== =========== Net (loss) income per limited partner unit (b): Basic $ (0.45) $ (0.54) $ 2.25 $ 2.03 $ 1.76 $ 1.38 ========= =========== =========== =========== =========== =========== Diluted $ (0.45) $ (0.54) $ 2.24 $ 2.03 $ 1.75 $ 1.38 ========= =========== =========== =========== =========== =========== Average limited partner units outstanding: Basic 53,188 49,847 52,635 49,571 52,559 48,949 ========= =========== =========== =========== =========== =========== Diluted 53,188 49,847 52,708 49,631 52,639 49,003 ========= =========== =========== =========== =========== =========== SUPPLEMENTAL INFORMATION: Retail gallons sold (millions) 175.2 182.4 883.6 900.0 1,058.5 1,061.3 EBITDA (c) (d) $ 16,115 $ 12,602 $ 247,315 $ 223,833 $ 257,846 $ 227,046 Distributable cash (c) (7,400) (13,603) 169,371 141,210 153,346 117,597 Capital expenditures: Maintenance capital expenditures 2,999 4,737 15,126 16,572 20,538 22,100 Growth capital expenditures 10,004 5,803 29,486 27,236 33,695 36,594 </Table> (a) Included in operating and administrative expenses during the three, nine and twelve months ended June 30, 2003 are $3,022 of costs associated with the management realignment announced in June 2003. (b) Effective April 2004, the Partnership adopted Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FASB Statement No. 128" ("EITF 03-6") which results in the calculation of net (loss) income per limited partner unit for each period according to distributions declared and participation rights in undistributed earnings, as if all of the earnings for the period had been distributed. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings per unit to the general partner and a dilution of the earnings per unit for the limited partners. The dilutive effect of EITF 03-6 on net income per limited partner unit was $(0.10) and $(0.03) for the nine months ended June 30, 2004 and 2003, respectively. (c) EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States. Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to compare the Partnership's operating performance with other companies within the propane industry and to evaluate our ability to meet loan covenants. (continued) 1 AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES REPORT OF EARNINGS (Thousands, except per unit and where otherwise indicated) (Unaudited) (continued) Management defines distributable cash as EBITDA less interest expense and maintenance capital expenditures. Maintenance capital expenditures are defined in the Partnership Agreement as expenditures made to maintain the operating capacity of the Partnership's existing capital assets. Management believes distributable cash is a meaningful non-GAAP measure for evaluating the Partnership's ability to declare and pay the Minimum Quarterly Distribution pursuant to the terms of the Partnership Agreement. The Partnership's definition of distributable cash may be different from that used by other entities. The following table includes reconciliations of net income to EBITDA and distributable cash for all periods presented: Three Months Ended Nine Months Ended Twelve Months Ended June 30, June 30, June 30, ------------------------- ------------------------- ------------------------- 2004 2003 2004 2003 2004 2003 ---------- ---------- ---------- ---------- ---------- ---------- Net (loss) income $ (24,132) $ (27,414) $ 124,667 $ 103,374 $ 93,251 $ 68,299 Income tax (benefit) expense (237) (343) 391 (405) 1,382 (213) Interest expense 20,516 21,468 62,818 66,051 83,962 87,349 Depreciation 18,670 17,917 55,563 51,826 74,160 67,844 Amortization 1,298 974 3,876 2,987 5,091 3,767 --------- --------- --------- --------- --------- --------- EBITDA (c) 16,115 12,602 247,315 223,833 257,846 227,046 Interest expense (20,516) (21,468) (62,818) (66,051) (83,962) (87,349) Maintenance capital expenditures (2,999) (4,737) (15,126) (16,572) (20,538) (22,100) --------- --------- --------- --------- --------- --------- Distributable cash $ (7,400) $ (13,603) $ 169,371 $ 141,210 $ 153,346 $ 117,597 ========= ========= ========= ========= ========= ========= (d) The following table includes a reconciliation of forecasted net income to forecasted EBITDA for the fiscal year ending September 30, 2004: Forecast Fiscal Year Ending September 30, 2004 ------------- Net income (estimate) $ 88,000 Interest expense (estimate) 82,000 Depreciation (estimate) 75,000 Amortization (estimate) 5,000 ------------- EBITDA (estimate) $250,000 ============= 2