Obligation AmeriGas LP 5.5% ( US030981AK06 ) en USD

AmeriGas LP

100 % ▲

Etas-Unis

US030981AK06 ( en USD )

5.5% par an ( paiement semestriel )

20/05/2025 - Obligation échue

Prospectus brochure de l'obligation AmeriGas Partners US030981AK06 en USD 5.5%, échue

1 000 USD

700 000 000 USD

030981AK0

N/A

Ba3 ( Spéculatif )

AmeriGas Partners L.P. est une société américaine de distribution de propane, la plus importante du pays, desservant des clients résidentiels, commerciaux et industriels.

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AK06, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/05/2025

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AK06, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Note

Offering Price

Registration Fee (1)
5.500% Senior Notes due 2025

$700,000,000

100.00%

$700,000,000

$81,130

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-212117
333-212117-01

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 2016
$700,000,000

AmeriGas Partners, L.P.
AmeriGas Finance Corp.
5.500% Senior Notes due 2025

AmeriGas Partners, L.P. ("AmeriGas Partners") and AmeriGas Finance Corp. ("AmeriGas Finance" and, together with AmeriGas Partners, the
"Issuers") are offering $700,000,000 in aggregate principal amount of 5.500% Senior Notes due 2025 (the "notes"). The notes will bear interest at
the rate of 5.500% per annum and will mature on May 20, 2025. Interest on the notes is payable on May 20 and November 20 of each year,
beginning on May 20, 2017.
The Issuers may redeem some or all of the notes at any time prior to February 20, 2025 (three months prior to the maturity date of the notes), at a
redemption price equal to 100% of the principal amount of the notes being redeemed, plus a "make whole" premium as of, and accrued and unpaid
interest, if any, to, but excluding, the applicable redemption date. At any time on or after February 20, 2025 (three months prior to the maturity date
of the notes), the Issuers may redeem the notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the
notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. See "Description of Notes--Optional
Redemption" in this prospectus supplement. There is no sinking fund for the notes.
The Issuers' obligations with respect to the notes will be joint and several. The notes will be unsecured senior obligations of the Issuers and will
rank equally with all of the Issuers' existing and future senior indebtedness. The notes are effectively subordinated to any of the Issuers' secured
indebtedness to the extent of the value of the assets securing such indebtedness, and the indebtedness and other liabilities of AmeriGas Propane,
L.P., AmeriGas Partners' operating partnership, and its subsidiaries.

Investing in the notes involves risks. See "Risk Factors" in AmeriGas Partners' Annual Report on Form 10-K
for the fiscal year ended September 30, 2016 which is incorporated by reference into this prospectus
supplement, and "Risk Factors" beginning on page S-12 of this prospectus supplement, for a discussion of the
factors you should carefully consider before purchasing these securities.

Per Note
Notes Total
Public offering price(1)

100.000%
$700,000,000
Underwriting discounts and commissions

1.250%

$8,750,000
Proceeds to the Issuers (before expenses)

98.750%

$691,250,000
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(1)Plus accrued interest, if any, from December 28, 2016.
Delivery of the notes in book-entry form only will be made on or about December 28, 2016.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

Joint Book-Running Managers

Wells Fargo Securities
J.P. Morgan

Senior Co-Managers

BofA Merrill Lynch
Citigroup

Citizens Capital Markets

Credit Suisse

PNC Capital Markets LLC

Co- Managers

BB&T Capital Markets
BNY Mellon Capital Markets, LLC

Santander

TD Securities
The date of this prospectus supplement is December 13, 2016
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS
S-1
SUMMARY
S-3
RISK FACTORS
S-

12
RATIO OF EARNINGS TO FIXED CHARGES
S-

16
USE OF PROCEEDS
S-

17
CAPITALIZATION
S-

18
DESCRIPTION OF NOTES
S-

19
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-

21
UNDERWRITING
S-

26
LEGAL MATTERS
S-

30
EXPERTS
S-

30
INCORPORATION OF DOCUMENTS BY REFERENCE
S-

30
WHERE YOU CAN FIND MORE INFORMATION
S-

31
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Prospectus

ABOUT THIS PROSPECTUS

1
ABOUT AMERIGAS PARTNERS, L.P

1
ABOUT AMERIGAS FINANCE CORP

2
RATIO OF EARNINGS TO FIXED CHARGES

2
USE OF PROCEEDS

2
DESCRIPTION OF THE DEBT SECURITIES

3
PLAN OF DISTRIBUTION

35
LEGAL MATTERS

36
EXPERTS

36
INCORPORATION OF DOCUMENTS BY REFERENCE

36
WHERE YOU CAN FIND MORE INFORMATION

37

We have not, and the underwriters have not, authorized anyone to provide any information other than that incorporated by reference or contained in
this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information
contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus is accurate as of any date other than the
date of the applicable document.
This document is in two parts. The first part is the prospectus supplement, which describes our business and the specific terms of this offering. The
second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Generally, when we
refer only to the "prospectus," we are referring to both parts combined. If the description of the offering varies between this prospectus supplement
and the accompanying prospectus, you should rely on the information in this prospectus supplement.

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Table of Contents
FORWARD-LOOKING STATEMENTS
Information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may contain forward-
looking statements. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may,"
or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the
future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that
we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost always
vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the
circumstances. When considering forward-looking statements, you should keep in mind the following important factors that could affect our future
results and could cause those results to differ materially from those expressed in our forward-looking statements:

· adverse weather conditions resulting in reduced demand;

· cost volatility and availability of propane, and the capacity to transport propane to our customers;

· the availability of, and our ability to consummate, acquisition or combination opportunities;

· successful integration and future performance of acquired assets or businesses and achievement of anticipated synergies;

· changes in laws and regulations, including safety, tax, consumer protection, environmental, and accounting matters;

· competitive pressures from the same and alternative energy sources;

· failure to acquire new customers and retain current customers thereby reducing or limiting any increase in revenues;

· liability for environmental claims;

· increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in

reduced demand;

· adverse labor relations;

· customer, counterparty, supplier or vendor defaults;
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· liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage

arising from explosions, terrorism, and other catastrophic events that may result from operating hazards and risks incidental to
transporting, storing and distributing propane, butane and ammonia;

· political, regulatory and economic conditions in the United States and foreign countries;

· capital market conditions, including reduced access to capital markets and interest rate fluctuations;

· changes in commodity market prices resulting in significantly higher cash collateral requirements;

· the impact of pending and future legal proceedings;

· the availability, timing and success of our acquisitions and investments to grow our business; and

· the interruption, disruption, failure or malfunction of our information technology systems, including due to cyber attack.
These factors, and the factors addressed under the heading "Risk Factors" in this prospectus supplement and "Risk Factors" in AmeriGas
Partners' Annual Report on Form 10-K for the fiscal year ended September 30, 2016 are not necessarily all of the important factors that could
cause actual results to differ

S-1
Table of Contents
materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material
adverse effects on our business, financial condition or future results. We undertake no obligation to update publicly any forward-looking statement
whether as a result of new information or future events except as required by the federal securities laws.
This offer may be withdrawn at any time prior to the closing of the offering, and the offering is subject to the terms of this prospectus
supplement. We and the underwriters also reserve the right to reject any offer to purchase notes in whole or in part for any reason and to allot to
any prospective investor less than the full amount of notes sought by such investor.

S-2
Table of Contents
SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and
financial statements (including the accompanying notes) appearing elsewhere in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus. Unless the context otherwise indicates, "AmeriGas Partners," the "Partnership," "we,"
"our," "ours," and "ourselves" refer to AmeriGas Partners, L.P. itself or AmeriGas Partners, L.P. and its subsidiaries on a consolidated
basis, which includes AmeriGas Finance Corp., and our operating partnership, AmeriGas Propane, L.P. References to our "general partner"
refer to AmeriGas Propane, Inc.; references to "AmeriGas Propane" or our "operating partnership" refer to AmeriGas Propane, L.P.;
references to "AmeriGas Finance" refer to AmeriGas Finance Corp.; and references to the "Issuers" refer to AmeriGas Partners, L.P. and
AmeriGas Finance Corp. References to "fiscal year" are to our fiscal years ending September 30; for example, references to "fiscal 2016"
are to our fiscal year ended September 30, 2016.
Our Business
We are a publicly traded limited partnership formed under Delaware law on November 2, 1994, and are the largest retail propane
distributor in the United States based on the volume of propane gallons distributed annually. AmeriGas Propane, Inc. is our general partner and
is responsible for managing our operations. We are a holding company, and we conduct our business principally through our operating
partnership, AmeriGas Propane, L.P.
We serve over 1.9 million residential, commercial, industrial, agricultural, wholesale and motor fuel customers in all 50 states from
approximately 1,900 propane distribution locations. In addition to distributing propane, we also sell, install and service propane appliances,
including heating systems, and operate a residential heating, ventilation, air conditioning, plumbing, and related services business in certain
counties of Pennsylvania, Delaware, and Maryland. Typically, our propane distribution locations are in suburban and rural areas where natural
gas is not readily available. Our local offices generally consist of a business office and propane storage. As part of our overall transportation
and distribution infrastructure, we operate as an interstate carrier throughout the continental United States.
We sell propane primarily to residential, commercial/industrial, motor fuel, agricultural and wholesale customers. We distributed over
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1.1 billion gallons of propane in fiscal 2016. Approximately 96% of our fiscal 2016 sales (based on gallons sold) were to retail accounts and
approximately 4% were to wholesale and supply customers. Sales to residential customers in fiscal 2016 represented approximately 38% of
retail gallons sold; commercial/industrial customers 36%; motor fuel customers 17%; and agricultural customers 5%. Transport gallons, which
are large-scale deliveries to retail customers other than residential, accounted for 4% of fiscal 2016 retail gallons. No single customer
represents, or is anticipated to represent, more than 5% of our consolidated revenues.
We also continue to expand our AmeriGas Cylinder Exchange ("ACE") program. At September 30, 2016, ACE cylinders were available
at nearly 54,000 retail locations throughout the United States. Sales of our ACE cylinders to retailers are included in commercial/industrial
sales. The ACE program enables consumers to purchase or exchange propane cylinders at various retail locations such as home centers, gas
stations, mass merchandisers and grocery and convenience stores. We also supply retailers with large propane tanks to enable retailers to
replenish customers' propane cylinders directly at the retailer's location.
Residential and commercial customers use propane primarily for heating, water heating and cooking purposes. Commercial users include
hotels, restaurants, churches, warehouses, and retail stores. Industrial customers use propane to fire furnaces, as a cutting gas and in other
process applications. Other industrial customers are large-scale heating accounts and local gas utility customers who use propane as a
supplemental fuel to meet peak load deliverability requirements. As a motor fuel, propane is burned in internal combustion engines that power
over-the-road vehicles, forklifts, commercial lawn mowers and

S-3
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stationary engines. Agricultural uses include tobacco curing, chicken brooding, crop drying, and orchard heating. In our wholesale operations,
we principally sell propane to large industrial end-users and other propane distributors.
The common units of AmeriGas Partners, representing limited partner interests, trade on the New York Stock Exchange under the
symbol "APU."
Our executive offices are located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406. Our telephone number is (610) 337-
7000 and our website address is http://www.amerigas.com. The information on our website does not constitute a part of this prospectus
supplement. The reference to our website address is intended as an inactive textual reference only.
Our Strategy
Our strategy is to grow by (i) developing internal sales and marketing programs to improve customer service and attract and retain
customers, (ii) leveraging our scale and driving productivity, and (iii) pursuing opportunistic acquisitions. We regularly consider and evaluate
opportunities for growth through the acquisition of local, regional and national propane distributors. We compete for acquisitions with others
engaged in the propane distribution business. During fiscal 2016, we completed the acquisition of six propane distribution businesses. We
expect that internal growth will be provided in part from the continued expansion of our ACE program, through which consumers can
purchase propane cylinders or exchange propane cylinders at various retail locations, and our National Accounts program, through which we
encourage multi-location propane users to enter into a supply agreement with us rather than with many suppliers. During fiscal 2016, we
made significant investments in technology to reduce operational costs while improving customer experience. For example, we (i) redesigned
our website, enabling customers to pay bills online and seek customer support, (ii) increased our use of mobility to more efficiently deploy our
drivers and make deliveries to customers, and (iii) networked our call centers, enabling employees to reroute calls based on volume and
customer wait time. In addition, we strive to achieve superior safety performance.
Our Competitive Strengths
Scale as largest U.S. retail propane distributor
For the twelve months ended September 30, 2016, we distributed over 1.1 billion gallons of propane, with approximately 96% of our
sales (based on gallons sold) to retail accounts. We operate an extensive storage and distribution network in order to transport propane to local
market distribution locations, positioning us to serve propane consumers in all 50 states.
Geographic and customer diversity
For the twelve months ended September 30, 2016, we served over 1.9 million residential, commercial/industrial, motor fuel, agricultural
and wholesale customers in all 50 states. Our broad national footprint reduces our exposure to adverse warm weather patterns in any one area
of the United States. Our geographic coverage and scale also enable us to enter strategic relationships with large home centers, railroads, gas
stations, convenience stores and other types of businesses with multiple locations.
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Track record of successful acquisition integration
We have a track record of integrating large acquisitions. We have completed over 150 acquisitions since our initial public offering in
1995.

S-4
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Strong credit profile
Our financial performance over the last few years has demonstrated our commitment to maintaining a strong credit profile.
Our Structure
AmeriGas Propane, Inc., our sole general partner and a wholly owned indirect subsidiary of UGI Corporation (NYSE: UGI), manages
our activities and conducts our business. We also utilize the employees of, and management services provided by, UGI Corporation.
The chart below depicts our basic corporate structure. The percentages reflected in the following chart represent individual ownership
interest in us and our general partner.

AmeriGas Finance Corp. is one of our wholly owned subsidiaries. It has nominal assets and does not and will not conduct any operations
or have any employees. It was formed in 1995 for the sole purpose of acting as an issuer or co-obligor of debt securities that we may issue or
guarantee from time to time. AmeriGas Finance Corp. acts as issuer or co-obligor for our notes solely to allow certain institutional investors
that might otherwise not be able to invest in our securities, either because we are a limited partnership or by reason of the legal investment
laws of their states of organization or their charters, to invest in our debt securities.
AmeriGas Finance LLC is one of our wholly owned subsidiaries. It has nominal assets and does not conduct any operations or have any
employees. It was formed in 2011 for the sole purpose of acting as an issuer or co-obligor of debt securities that we may issue or guarantee
from time to time. It acted as co-issuer of the 7.00% Senior Notes due 2022 (the "2022 Notes") that were issued by it and AmeriGas Finance
Corp. and guaranteed by AmeriGas Partners and that we intend to repay in part with a portion of the proceeds of this offering, as described
under "Tender Offers" and "Use of Proceeds" below.

S-5
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Table of Contents
Tender Offers
On December 13, 2016, we commenced an offer to purchase (the "Tender Offer") for cash up to $500 million aggregate principal
amount of our outstanding 2022 Notes that were issued by AmeriGas Finance Corp. and AmeriGas Finance LLC and guaranteed by AmeriGas
Partners. We intend to use a portion of the proceeds from this offering to fund the purchase of notes validly tendered and accepted for payment
in the Tender Offer. We cannot assure you that the Tender Offer will be completed on the terms described in this prospectus supplement, or at
all. Nothing in this prospectus supplement should be construed as an offer to purchase any of our outstanding notes. The Tender Offer is being
made only upon the terms and conditions set forth in the offer to purchase therefor and related letter of transmittal.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on January 11, 2017, unless extended or earlier terminated.
We have reserved the right, but are under no obligation, to increase or decrease the total amount of the 2022 Notes purchased in the Tender
Offer. The Tender Offer is subject to the satisfaction of certain conditions, including, but not limited to, the consummation of this offering.
This offering is not contingent on the consummation of the Tender Offer.

S-6
Table of Contents
The Offering
A brief description of the material terms of the offering follows. For a more complete description of the notes offered hereby, see
"Description of Notes" in this prospectus supplement and "Description of the Debt Securities" in the accompanying prospectus.

Co-Issuers
AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the "Issuers").

Notes Offered
$700,000,000 in aggregate principal amount of 5.500% Senior Notes due 2025 (the
"notes")

Maturity Date
May 20, 2025.

Interest Rate and Payment Dates
Interest on the notes will accrue at the rate of 5.500% per annum. Interest on the notes
will be payable semiannually in cash in arrears on each May 20 and November 20,
commencing on May 20, 2017. Interest on the notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.

Optional Redemption
The Issuers may redeem some or all of the notes at any time prior to February 20,
2025 (three months prior to the maturity date of the notes), at a redemption price equal
to 100% of the principal amount of the notes being redeemed, plus a "make whole"
premium as of, and accrued and unpaid interest, if any, to, but excluding, the
applicable redemption date. At any time on or after February 20, 2025 (three months
prior to the maturity date of the notes), the Issuers may redeem the notes, in whole or
in part, at any time at a redemption price equal to 100% of the principal amount of the
notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date. See "Description of Notes--Optional Redemption" in this prospectus
supplement.

Sinking Fund
None

Mandatory Offer to Repurchase
If AmeriGas Partners experiences specific kinds of changes in control, the Issuers
must offer to repurchase the notes at a repurchase price of 101% of their principal
amount, plus accrued and unpaid interest to the date of repurchase. See "Description of
the Debt Securities--Offers to Purchase; Repurchase at the Option of the Debt
Security Holders" of the accompanying prospectus.

Ranking
The notes will be senior unsecured joint and several obligations of the Issuers. The
notes will rank equal in right of payment with all of the other existing and future
senior indebtedness incurred or guaranteed by each of the Issuers. The notes will rank
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senior in right of payment to any future subordinated indebtedness of the Issuers, be
effectively subordinated to any of the Issuers' future secured indebtedness to the extent
of the value of the assets securing such indebtedness; and be structurally subordinated
to, which means they rank behind, the indebtedness of our operating partnership,
including its credit facility.

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Table of Contents
As of September 30, 2016, after giving effect to this offering and the use of proceeds
therefrom, the Issuers would have had long-term debt outstanding of $2.50 billion, and

no secured debt outstanding. This includes the $480.84 million aggregate outstanding
principal amount of 2022 Notes that will remain outstanding after this offering and the
Tender Offer (assuming the Tender Offer is fully subscribed).

As of September 30, 2016, our operating partnership had outstanding debt of $182.8
million, including $153.2 million of borrowings outstanding under its credit facility, to
which the notes would be effectively subordinated. In addition, as of September 30,

2016, our operating partnership had $67.2 million of issued and outstanding letters of
credit. As of the same date, our operating partnership had $304.6 million of availability
under its credit facility, excluding potential additional availability under the credit
facility's accordion feature.

Certain Covenants
The notes will be issued under an indenture, dated as of June 27, 2016, among the
Issuers and U.S. Bank National Association, as trustee (the "Trustee"), as
supplemented from time to time and to be supplemented by a second supplemental
indenture thereto to be entered into on the issue date of the notes among the Issuers
and the Trustee. The indenture governing the notes will, among other things, restrict
AmeriGas Partners' and its restricted subsidiaries' ability to:

· make distributions or make certain other restricted payments;

· borrow money or issue preferred stock;

· incur liens;

· permit its subsidiaries to make distributions or make certain other restricted

payments;

· sell certain assets or merge with or into other companies; and

· enter into transactions with affiliates.

These covenants are subject to a number of important qualifications and limitations,
including the termination of certain of these covenants upon the notes receiving an
investment grade credit rating from two rating agencies. For more details, see

"Description of the Debt Securities--Certain Covenants" and "--Termination of
Certain Covenants when Series of Notes Rated Investment Grade" of the
accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds of this offering to repay in part the 2022 Notes
issued by AmeriGas Finance and AmeriGas Finance LLC and guaranteed by
AmeriGas Partners and for general corporate purposes. See "Summary--Tender
Offers" and "Use of Proceeds."

Certain of the underwriters in this offering or their affiliates own the 2022 Notes that

are the subject of the Tender Offers and as a result, will receive proceeds from this
offering. Affiliates of

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S-8
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certain of the underwriters are lenders under our operating partnership's credit facility

and will receive a portion of the proceeds from this offering.

No Public Trading Market
The Issuers do not currently intend to list the notes on any national securities exchange
or to arrange for quotation on any automated dealer quotation systems. There can be
no assurance that an active trading market will develop for the notes.

Risk Factors
See "Risk Factors" in this prospectus supplement and the "Risk Factors" section in our
Annual Report on Form 10-K for the fiscal year ended September 30, 2016 which is
incorporated by reference into this prospectus supplement and the accompanying
prospectus, for a discussion of factors you should carefully consider before deciding to
invest in the notes.

S-9
Table of Contents
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables present our summary historical financial data for the periods and at the dates indicated. The income statement and
cash flow data for the fiscal years ended September 30, 2014, 2015 and 2016, and the balance sheet data as of September 30, 2015 and 2016
have been derived from our audited consolidated financial statements and the notes thereto incorporated by reference into this prospectus
supplement. Our historical results included below and incorporated by reference into this prospectus supplement are not necessarily indicative
of our future performance.
The historical consolidated financial data presented below should be read in conjunction with our historical financial statements and the
related notes thereto, incorporated by reference into this prospectus supplement.

Year Ended September 30,

2014

2015

2016

($ in thousands)

Income Statement Data:

Revenues:

Propane

$3,440,868
$2,612,401
$2,053,160
Other

272,067

272,921

258,657

3,712,935
2,885,322
2,311,817

Costs and expenses:

Cost of sales--propane (excluding depreciation shown below)

2,034,592
1,301,167

719,842
Cost of sales--other (excluding depreciation shown below)

81,982

86,638

78,857
Operating and administrative expenses

963,963

953,283

928,786
Depreciation

154,020

152,204

146,805
Amortization

43,195

42,676

43,175
Other operating income, net

(27,450)

(31,355)

(28,252)

3,250,302
2,504,613
1,889,213

Operating income

462,633

380,709

422,604
Loss on extinguishments of debt

--

--

(48,889)
Interest expense

(165,581)
(162,842)
(164,095)

Income before income taxes

297,052

217,867

209,620
Income tax (expense) benefit

(2,611)

(2,898)

1,573

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Net income including noncontrolling interest

294,441

214,969

211,193
Less: net income attributable to noncontrolling interest

(4,548)

(3,758)

(4,209)

Net income attributable to AmeriGas Partners, L.P.

$ 289,893
$ 211,211
$ 206,984

Balance Sheet Data (at period end):

Cash and cash equivalents

$
13,480
$
14,757
$
15,827
Total assets

4,338,456
4,120,152
4,057,770
Total long-term debt, including current maturities

2,266,132
2,261,936
2,333,809
Total partners' capital

1,360,890
1,200,373
1,019,209
Other Data:

EBITDA(1)

$ 655,300
$ 571,831
$ 559,486
Adjusted EBITDA(1)

664,699

619,189

542,963
Retail gallons sold (millions)

1,275.6

1,184.3

1,065.5
Capital expenditures (including capital leases)

113,934

102,009

101,693
Cash Flow Data:

Net cash provided by operating activities

$ 480,070
$ 523,858
$ 422,943
Net cash used by investing activities

(109,749)

(99,033)
(124,617)
Net cash used by financing activities

(369,476)
(423,548)
(297,256)

S-10
Table of Contents

(1) Earnings before interest expense, income taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA (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) should not be considered as alternatives to net income (loss) attributable to the Partnership
(as an indicator of operating performance) and are not measures of performance or financial condition under accounting principles
generally accepted in the United States ("GAAP"). Management believes EBITDA and Adjusted EBITDA are meaningful non-GAAP
financial measures 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 its loan covenants. The Partnership's definitions of EBITDA and
Adjusted EBITDA may be different from those used by other companies.

Management uses 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 or historical cost basis. Management uses Adjusted EBITDA to exclude from the Partnership's EBITDA,
gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that
competitors do not necessarily have to provide additional insight into the comparison of year-over-year profitability to that of other master
limited partnerships. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA and 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 the Partnership 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 disclosures about its industry segments as the profitability measure for its
domestic propane segment.

The following table includes reconciliations of net income attributable to the Partnership to EBITDA and Adjusted EBITDA for all
periods presented:

Year Ended September 30,

2014
2015
2016

($ in thousands)

Net income attributable to AmeriGas Partners, L.P.

$289,893
$211,211
$206,984
Income tax expense (benefit)

2,611

2,898

(1,573)
https://www.sec.gov/Archives/edgar/data/932628/000119312516793001/d304280d424b2.htm[12/14/2016 4:23:48 PM]

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