Obligation AmeriGas LP 5.75% ( US030981AL88 ) en USD

AmeriGas LP

100 % ▼

Etas-Unis

US030981AL88 ( en USD )

5.75% par an ( paiement semestriel )

20/05/2027

Prospectus brochure de l'obligation AmeriGas Partners US030981AL88 en USD 5.75%, échéance 20/05/2027

2 000 USD

525 000 000 USD

030981AL8

N/A

Ba3 ( Spéculatif )

20/05/2026 ( Dans 102 jours )

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 US030981AL88, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/05/2027

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AL88, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

424B2
424B2 1 d330038d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-212117
333-212117-01
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)
5.750% Senior Notes due 2027

$525,000,000

100.00%

$525,000,000

$60,847.50

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T T O PROSPECT U S DAT ED J U N E 2 0 , 2 0 1 6
$525,000,000

Am e riGa s Pa rt ne rs, L.P.
Am e riGa s Fina nc e Corp.
5.750% Senior Notes due 2027
AmeriGas Partners, L.P. ("AmeriGas Partners") and AmeriGas Finance Corp. ("AmeriGas Finance" and, together with AmeriGas
Partners, the "Issuers") are offering $525,000,000 in aggregate principal amount of 5.750% Senior Notes due 2027 (the "notes").
The notes will bear interest at the rate of 5.750% per annum and will mature on May 20, 2027. 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, 2027 (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, 2027(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.
I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors" in Am e riGa s Pa rt ne rs' Annua l Re port on Form 1 0 -K
for t he fisc a l ye a r e nde d Se pt e m be r 3 0 , 2 0 1 6 w hic h is inc orpora t e d by re fe re nc e int o t his prospe c t us
supple m e nt , a nd "Risk Fa c t ors " be ginning on pa ge S -1 3 of t his prospe c t us supple m e nt , for a disc ussion of
t he fa c t ors you should c a re fully c onside r be fore purc ha sing t he se se c urit ie s.

Pe r not e
N ot e s t ot a l
Public offering price(1)

100.000%
$ 525,000,000
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
Underwriting discounts and commissions

1.250%
$
6,562,500
Proceeds to the Issuers (before expenses)(1)

98.750%
$ 518,437,500

(1) Plus accrued interest, if any, from February 13, 2017.
Delivery of the notes in book-entry form only will be made on or about February 13, 2017.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
Joint Book-Running Managers

J .P. M orga n

We lls Fa rgo Se c urit ie s
BofA M e rrill Lync h
Cit igroup

Se nior Co-M a na ge rs

Cit ize ns Ca pit a l M a rk e t s

Cre dit Suisse

PN C Ca pit a l M a rk e t s LLC

Co- M a na ge rs

BB&T Capital Markets
BNY Mellon Capital Markets, LLC
Santander
TD Securities
The date of this prospectus supplement is February 6, 2017
Table of Contents
T a ble of c ont e nt s

Prospe c t us supple m e nt

Forward-looking statements

S-1
Summary

S-3
Risk factors

S-13
Ratio of earnings to fixed charges

S-17
Use of proceeds

S-18
Capitalization

S-19
Description of notes

S-20
Material U.S. federal income tax consequences

S-22
Underwriting

S-27
Legal matters

S-31
Experts

S-31
Incorporation of documents by reference

S-31
Where you can find more information

S-32

Prospe c t us

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
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
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.

S-i
Table of Contents
Forw a rd-look ing st a t e m e nt s
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;

· 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;
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2

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

· the impact of pending and future legal proceedings;

S-1
Table of Contents
· 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 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
Sum m a ry
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 busine ss
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 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
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
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

S-3
Table of Contents
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 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 st ra t e gy
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 c om pe t it ive st re ngt hs
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.

S-4
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
Table of Contents
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.
Strong credit profile
Our financial performance over the last few years has demonstrated our commitment to maintaining a strong credit profile.
Our st ruc t ure
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 interests 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.

S-5
Table of Contents
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 with the
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
proceeds of this offering, as described under "Tender Offers" and "Use of Proceeds" below.
T e nde r offe r
On February 6, 2017, we commenced an offer to purchase (the "Tender Offer") for cash any and all 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 the net 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 and notice of guaranteed delivery.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on February 10, 2017, unless extended or earlier
terminated. 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
T he offe ring
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-issue rs
AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the "Issuers").

N ot e s offe re d
$525,000,000 in aggregate principal amount of 5.750% Senior Notes due 2027 (the "notes").

M a t urit y da t e
May 20, 2027.

I nt e re st ra t e a nd pa ym e nt
Interest on the notes will accrue at the rate of 5.750% per annum. Interest on the notes will
da t e s
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.

Opt iona l re de m pt ion
The Issuers may redeem some or all of the notes at any time prior to February 20, 2027
(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, 2027 (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.

Sink ing fund
None.

M a nda t ory offe r t o
If AmeriGas Partners experiences specific kinds of changes in control, the Issuers must offer
re purc ha se
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.

Ra nk ing
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 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
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
indebtedness of our operating partnership, including its credit facility.

As of December 31, 2016, after giving effect to this offering and the use of proceeds

therefrom, the Issuers would have had long-term debt outstanding of $2.54 billion, and no
secured debt outstanding.

S-7
Table of Contents
As of December 31, 2016, our operating partnership had outstanding debt of $105.3 million,
including $77.5 million of borrowings outstanding under its credit facility, to which the notes
would be effectively subordinated. In addition, as of December 31, 2016, our operating

partnership had $67.2 million of issued and outstanding letters of credit. As of the same date,
our operating partnership had $380.3 million of availability under its credit facility, excluding
potential additional availability under the credit facility's accordion feature.

Ce rt a in c ove na nt s
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 third 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.

U se of proc e e ds
We intend to use the net proceeds of this offering to repay in full the 2022 Notes issued by
AmeriGas Finance and AmeriGas Finance LLC and guaranteed by AmeriGas Partners and
accrued interest thereon 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.

N o public t ra ding m a rk e t
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.

S-8
Table of Contents
Risk fa c t ors
See "Risk Factors" in this prospectus supplement and the "Risk Factors" section in our
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
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
Sum m a ry hist oric a l fina nc ia l inform a t ion
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. The income statement and cash flow data for the three months
ended December 31, 2015 and 2016 and the balance sheet data as of December 31, 2015 and 2016 have been derived from
our unaudited 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.

T hre e m ont hs
Y e a r e nde d
e nde d

Se pt e m be r 3 0 ,

De c e m be r 3 1 ,

2 0 1 4
2 0 1 5
2 0 1 6
2 0 1 5
2 0 1 6

($ I n t housa nds)

I nc om e St a t e m e nt Da t a :

Revenues:

Propane

$3,440,868
$2,612,401
$2,053,160
$573,904
$604,056
Other

272,067

272,921

258,657
70,194
73,110

3,712,935
2,885,322
2,311,817
644,098
677,166

Costs and expenses:

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

2,034,592
1,301,167

719,842
227,922
214,405
Cost of sales--other (excluding depreciation
shown below)

81,982

86,638

78,857
20,867
20,582
Operating and administrative expenses

963,963

953,283

928,786
230,889
226,802
Depreciation

154,020

152,204

146,805
38,606
33,989
Amortization

43,195

42,676

43,175
10,600
10,622
Other operating (income) expense, net

(27,450)

(31,355)

(28,252)

(8,907)

3,135

3,250,302
2,504,613
1,889,213
519,977
509,535

Operating income

462,633

380,709

422,604
124,121
167,631
Loss on extinguishments of debt

--

--

(48,889)

--
(33,151)
Interest expense

(165,581)
(162,842)
(164,095)
(41,025)
(40,028)

Income before income taxes

297,052

217,867

209,620
83,096
94,452
Income tax (expense) benefit

(2,611)

(2,898)

1,573

(910)

(837)

Net income including noncontrolling interest

294,441

214,969

211,193
82,186
93,615
Less: net income attributable to noncontrolling
interest

(4,548)

(3,758)

(4,209)

(1,213)

(1,661)

S-10
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

424B2
Table of Contents
Y e a r e nde d
T hre e m ont hs e nde d

Se pt e m be r 3 0 ,

De c e m be r 3 1 ,

2 0 1 4
2 0 1 5
2 0 1 6
2 0 1 5
2 0 1 6

($ I n t housa nds)

Net income attributable to AmeriGas Partners,
L.P.

$ 289,893
$ 211,211
$ 206,984
$
80,973
$
91,954

Ba la nc e She e t Da t a (a t pe riod e nd):

Cash and cash equivalents

$
13,480
$
14,757
$
15,827
$
17,251
$
9,253
Total assets

$4,338,456
$4,120,152
$4,057,770
$ 4,206,433
$ 4,199,780
Total long-term debt, including current
maturities

$2,266,132
$2,261,936
$2,333,809
$ 2,265,389
$ 2,527,520
Total partners' capital

$1,360,890
$1,200,373
$1,019,209
$ 1,186,171
$ 1,014,111
Ot he r Da t a :

EBITDA(1)

$ 655,300
$ 571,831
$ 559,486
$ 172,114
$
177,430
Adjusted EBITDA(1)

$ 664,699
$ 619,189
$ 542,963
$ 177,690
$
185,110
Retail gallons sold (millions)

1,275.6

1,184.3

1,065.5

295.1

305.7
Capital expenditures (including capital leases)
$ 113,934
$ 102,009
$ 101,693
$
27,974
$
26,381
Ca sh Flow Da t a :

Net cash provided by operating activities

$ 480,070
$ 523,858
$ 422,943
$
35,981
$
33,043
Net cash used by investing activities

$ (109,749)
$
(99,033)
$ (124,617)
$
(48,556)
$
(24,389)
Net cash (used) provided by financing
activities

$ (369,476)
$ (423,548)
$ (297,256)
$
15,069
$
(15,228)

(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 Adjusted 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 reportable segments. UGI Corporation discloses the Partnership's Adjusted
EBITDA in its disclosures about its reportable segments as the profitability measure for its domestic propane segment.

S-11
Table of Contents
The following table includes reconciliations of net income attributable to the Partnership to EBITDA and Adjusted EBITDA for all periods presented:

T hre e m ont hs
Y e a r e nde d
e nde d

Se pt e m be r 3 0 ,

De c e m be r 3 1 ,

2 0 1 4
2 0 1 5
2 0 1 6
2 0 1 5
2 0 1 6

($ I n t housa nds)

Net income attributable to AmeriGas Partners, L.P.

$289,893
$211,211
$206,984
$ 80,973
$ 91,954
Income tax expense (benefit)

2,611

2,898

(1,573)

910

837
Interest expense

165,581
162,842
164,095
41,025
40,028
Depreciation and amortization

197,215
194,880
189,980
49,206
44,611

EBITDA

655,300
571,831
559,486
172,114
177,430
https://www.sec.gov/Archives/edgar/data/932628/000119312517033403/d330038d424b2.htm[2/8/2017 9:23:46 AM]

Document Outline

#1">
- #1">