##### 



Consolidated
Balance Sheets
 September 30,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    84,775
    
    
    $
    99,162Accounts receivable (less allowances for
doubtful accounts of $14,460 and
$13,143, respectively)
    
    
    171,091
    
    
    
    161,209Accounts receivable  related parties
    
    
    3,104
    
    
    
    2,600Inventories
    
    
    99,836
    
    
    
    90,748Derivative financial instruments
    
    
    12
    
    
    
    50,788Prepaid expenses and other current assets
    
    
    9,391
    
    
    
    13,233Total current assets
    
    
    368,209
    
    
    
    417,740Property, plant and equipment (less
accumulated depreciation and
amortization of $622,684 and $569,822,
respectively)
    
    
    580,592
    
    
    
    584,519Goodwill
    
    
    619,938
    
    
    
    619,052Intangible assets (less accumulated
amortization
of $25,216 and $20,756, respectively)
    
    
    25,608
    
    
    
    29,422Other assets
    
    
    17,420
    
    
    
    12,342Total assets
    
    $
    1,611,767
    
    
    $
    1,663,075Liabilities and Partners CapitalCurrent liabilities:Current maturities of long-term debt
    
    $
    1,825
    
    
    $
    118,087Accounts payable  trade
    
    
    143,528
    
    
    
    136,429Accounts payable  related parties
    
    
    3,530
    
    
    
    2,993Employee compensation and benefits accrued
    
    
    28,279
    
    
    
    31,410Interest accrued
    
    
    23,373
    
    
    
    28,985Customer deposits and advances
    
    
    103,329
    
    
    
    92,427Derivative financial instruments
    
    
    25,778
    
    
    
    4,681Other current liabilities
    
    
    50,514
    
    
    
    42,003Total current liabilities
    
    
    380,156
    
    
    
    457,015Long-term debt
    
    
    931,921
    
    
    
    795,415Other noncurrent liabilities
    
    
    67,739
    
    
    
     64,658Commitments and contingencies (note 11)Minority interests
    
    
    10,448
    
    
    
    8,570Partners capital:Common unitholders (units issued 
56,797,105 and 56,792,605, respectively)
    
    
    250,493
    
    
    
    289,396General partner
    
    
    2,525
    
    
    
    2,920Accumulated other comprehensive income
    
    
    (31,515
    )
    
    
    45,101Total partners capital
    
    
    221,503
    
    
    
    337,417Total liabilities and partners capital
    
    $
    1,611,767
    
    
    $
    1,663,075
  10




---



##### 



Consolidated Statements of Operations
 Year Ended September 30,2006
    
    
    2005
    
    
    2004Revenues:Propane
    
    $
    1,953,714
    
    
    $
    1,819,659
    
    
    $
    1,639,700Other
    
    
    165,552
    
    
    
    143,597
    
    
    
    136,2002,119,266
    
    
    
    1,963,256
    
    
    
    1,775,900Costs and expenses:Cost of sales  propane
    
    
    1,277,306
    
    
    
    1,161,808
    
    
    
    972,302Cost of sales  other
    
    
    66,463
    
    
    
    58,198
    
    
    
    56,937Operating and administrative expenses
    
    
    535,288
    
    
    
    518,127
    
    
    
    501,073Depreciation and amortization
    
    
    72,452
    
    
    
    73,625
    
    
    
    80,612Other income, net
    
    
    (16,299
    )
    
    
    (25,781
    )
    
    
    (11,744
    )1,935,210
    
    
    
    1,785,977
    
    
    
    1,599,180Operating income
    
    
    184,056
    
    
    
    177,279
    
    
    
    176,720Loss on extinguishments of debt
    
    
    (17,079
    )
    
    
    (33,602
    )
    
    
    Interest expense
    
    
    (74,094
    )
    
    
    (79,900
    )
    
    
    (83,175
    )Income before income taxes
    
    
    92,883
    
    
    
    63,777
    
    
    
    93,545Income tax expense
    
    
    (185
    )
    
    
    (1,514
    )
    
    
    (269
    )Minority interests
    
    
    (1,540
    )
    
    
    (1,418
    )
    
    
    (1,422
    )Net income
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854General partners interest in net income
    
    $
    912
    
    
    $
    608
    
    
    $
    919Limited partners interest in net income
    
    $
    90,246
    
    
    $
    60,237
    
    
    $
    90,935Income per limited partner unit  basic
and diluted
    
    $
    1.59
    
    
    $
    1.10
    
    
    $
    1.71Average limited partner units
outstanding (thousands):Basic
    
    
    56,797
    
    
    
    54,602
    
    
    
    53,097Diluted
    
    
    56,835
    
    
    
    54,655
    
    
    
    53,172
  11




---



##### 



Consolidated Statements of Cash Flows
 Year Ended September 30,2006
    
    
    2005
    
    
    2004Cash Flows from Operating ActivitiesNet income
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    72,452
    
    
    
    73,625
    
    
    
    80,612Gain on sale of Atlantic Energy
    
    
    
    
    
    
    (9,135
    )
    
    
    Loss on extinguishment of debt
    
    
    17,079
    
    
    
    33,602
    
    
    
    Provision for uncollectible accounts
    
    
    10,768
    
    
    
    11,591
    
    
    
    9,772Other, net
    
    
    (6,036
    )
    
    
    (3,058
    )
    
    
    (2,317
    )Net change in:Accounts receivable
    
    
    (21,027
    )
    
    
    (28,184
    )
    
    
    (34,460
    )Inventories
    
    
    (9,039
    )
    
    
    (5,741
    )
    
    
    (11,157
    )Accounts payable
    
    
    7,557
    
    
    
    25,798
    
    
    
    22,000Other current assets and liabilities
    
    
    15,061
    
    
    
    24,788
    
    
    
    21,344Net cash provided by operating activities
    
    
    177,973
    
    
    
    184,131
    
    
    
    177,648Cash Flows from Investing ActivitiesExpenditures for property, plant and equipment
    
    
    (70,710
    )
    
    
    (62,616
    )
    
    
    (61,656
    )Proceeds from disposals of assets
    
    
    10,448
    
    
    
    18,335
    
    
    
    13,726Net proceeds from sale of Atlantic Energy
    
    
    
    
    
    
    11,504
    
    
    
    Acquisitions of businesses, net of cash acquired
    
    
    (2,846
    )
    
    
    (22,656
    )
    
    
    (42,593
    )Net cash used by investing activities
    
    
    (63,108
    )
    
    
    (55,433
    )
    
    
    (90,523
    )Cash Flows from Financing ActivitiesDistributions
    
    
    (130,805
    )
    
    
    (122,187
    )
    
    
    (117,537
    )Minority interest activity
    
    
    1,130
    
    
    
    (967
    )
    
    
    (1,059
    )Issuance of long-term debt
    
    
    343,875
    
    
    
    446,000
    
    
    
    30,135Repayment of long-term debt
    
    
    (343,453
    )
    
    
    (466,380
    )
    
    
    (55,678
    )Proceeds from issuance of Common Units
    
    
    
    
    
    
    72,675
    
    
    
    51,197Capital contributions from General Partner
    
    
    1
    
    
    
    740
    
    
    
    528Net cash used by financing activities
    
    
    (129,252
    )
    
    
    (70,119
    )
    
    
    (92,414
    )Cash and cash equivalents increase (decrease)
    
    $
    (14,387
    )
    
    $
    58,579
    
    
    $
    (5,289
    )Cash and Cash EquivalentsEnd of year
    
    $
    84,775
    
    
    $
    99,162
    
    
    $
    40,583Beginning of year
    
    
    99,162
    
    
    
    40,583
    
    
    
    45,872Increase (decrease)
    
    $
    (14,387
    )
    
    $
    58,579
    
    
    $
    (5,289
    )
  12




---



##### 



Consolidated Statements of Partners Capital
 Accumulatedother
    
    
    TotalNumber of
    
    
    Common
    
    
    General
    
    
    comprehensive
    
    
    partnersCommon Units
    
    
    Unitholders
    
    
    partner
    
    
    income (loss)
    
    
    capitalBalance September 30, 2003
    
    
    52,333,208
    
    
    $
    255,423
    
    
    $
    2,577
    
    
    $
    (4,317
    )
    
    $
    253,683Net income
    
    
    
    
    
    
    90,935
    
    
    
    919
    
    
    
    
    
    
    
    91,854Net gains on derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,094
    
    
    
    41,094Reclassification of net gains
on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,409
    )
    
    
    (27,409
    )Comprehensive income
    
    
    
    
    
    
    90,935
    
    
    
    919
    
    
    
    13,685
    
    
    
    105,539Distributions
    
    
    
    
    
    
    (116,362
    )
    
    
    (1,175
    )
    
    
    
    
    
    
    (117,537
    )Common Units issued in
connection with public
offering
    
    
    2,100,000
    
    
    
    51,197
    
    
    
    517
    
    
    
    
    
    
    
    51,714Common Units issued in
connection with incentive
compensation plans
    
    
    40,064
    
    
    
    1,079
    
    
    
    11
    
    
    
    
    
    
    
    1,090Adjustment to goodwill
contributed (note 2)
    
    
    
    
    
    
    (5,396
    )
    
    
    (55
    )
    
    
    
    
    
    
    (5,451
    )Balance September 30, 2004
    
    
    54,473,272
    
    
    
    276,876
    
    
    
    2,794
    
    
    
    9,368
    
    
    
    289,038Net income
    
    
    
    
    
    
    60,237
    
    
    
    608
    
    
    
    
    
    
    
    60,845Net gains on derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,471
    
    
    
    32,471Reclassification of net losses
on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,262
    
    
    
    3,262Comprehensive income
    
    
    
    
    
    
    60,237
    
    
    
    608
    
    
    
    35,733
    
    
    
    96,578Distributions
    
    
    
    
    
    
    (120,965
    )
    
    
    (1,222
    )
    
    
    
    
    
    
    (122,187
    )Common Units issued in
connection with public
offering
    
    
    2,300,000
    
    
    
    72,675
    
    
    
    734
    
    
    
    
    
    
    
    73,409Common Units issued in
connection with incentive
compensation plans
    
    
    19,333
    
    
    
    573
    
    
    
    6
    
    
    
    
    
    
    
    579Balance September 30, 2005
    
    
    56,792,605
    
    
    
    289,396
    
    
    
    2,920
    
    
    
    45,101
    
    
    
    337,417Net income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    
    
    
    
    91,158Net losses on derivative
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,552
    )
    
    
    (56,552
    )Reclassification of net gains
on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,064
    )
    
    
    (20,064
    )Comprehensive income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    (76,616
    )
    
    
    14,542Distributions
    
    
    
    
    
    
    (129,497
    )
    
    
    (1,308
    )
    
    
    
    
    
    
    (130,805
    )Unit based compensation expense
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    202Common Units issued in
connection with incentive
compensation plans
    
    
    4,500
    
    
    
    146
    
    
    
    1
    
    
    
    
    
    
    
    147Balance September 30, 2006
    
    
    56,797,105
    
    
    $
    250,493
    
    
    $
    2,525
    
    
    $
    (31,515
    )
    
    $
    221,503
  13




---



##### 



Notes to Consolidated Financial Statements
  Note 1  Partnership Organization and Formation
      Note 2  Summary of Significant Accounting Policies
 Consolidation Principles.
 Finance Corps.
 Reclassifications.
 Use of Estimates.
 Revenue Recognition.
 Inventories.
 Property, Plant and Equipment and Related Depreciation.
 14




---



##### 



Intangible Assets.
 2006
    
    
    2005Subject to amortization:Customer relationships and
noncompete agreements
    
    $
    50,824
    
    
    $
    50,178Accumulated amortization
    
    
    (25,216
    )
    
    
    (20,756
    )$
    25,608
    
    
    $
    29,422Not subject to amortization:Goodwill
    
    $
    619,938
    
    
    $
    619,052
   Deferred Debt Issuance Costs.
 Computer Software Costs.
 Customer Deposits.
 Environmental and Other Legal Matters.
 Income Taxes.
 Equity-Based Compensation.
  15




---



##### 



Notes to Consolidated Financial Statements
       2005
    
    
    2004Net income as reported
    
    $
    60,845
    
    
    $
    91,854Add: Unit-based employee
compensation expense
included in reported net
income
    
    
    540
    
    
    
    1,265Deduct: Total unit-based
employee compensation
expense determined
under the fair value
method for all awards
    
    
    (1,042
    )
    
    
    (1,795
    )Pro forma net income
    
    $
    60,343
    
    
    $
    91,324Basic income per limited partner unit:As reported
    
    $
    1.10
    
    
    $
    1.71Pro forma
    
    $
    1.09
    
    
    $
    1.70Diluted income per limited partner unit:As reported
    
    $
    1.10
    
    
    $
    1.71Pro forma
    
    $
    1.09
    
    
    $
    1.70
  Net Income Per Unit.
  16




---



##### 



Derivative Instruments.
 Consolidated Statements of Cash Flows.
 Comprehensive Income.
 Segment Information.
 Recently Issued Accounting Pronouncements.
  Note 3  Acquisitions
  Net current assets
    
    $
    172Property, plant and equipment
    
    
    1,626Goodwill
    
    
    884Customer relationships and noncompete agreements
(estimated useful life of 10 and 5 years, respectively)
    
    
    632Other assets and liabilities
    
    
    (4
    )Total
    
    $
    3,310
   Net current assets
    
    $
    628Property, plant and equipment
    
    
    8,741Goodwill
    
    
    10,557Customer relationships and noncompete agreements
(estimated useful life of 10 and 5 years, respectively)
    
    
    5,393Other assets and liabilities
    
    
    (64
    )Total
    
    $
    25,255
   Net current assets
    
    $
    1,958Property, plant and equipment
    
    
    24,431Goodwill
    
    
    11,977Customer relationships and noncompete agreements
(estimated useful life of 10 and 5 years, respectively)
    
    
    5,788Total
    
    $
    44,154
  17




---



##### 



Notes to Consolidated Financial Statements
  Note 4  Sale of Ownership Interest in Atlantic
Energy, Inc.
   Note 5  Quarterly Distributions of Available Cash
  1.
    
    all cash on hand at the end of such
quarter,2.
    
    plus all additional cash on hand as of the date of determination resulting from
borrowings after the end of such quarter,3.
    
    less the amount of cash reserves established by the
General Partner in its reasonable discretion.
   Note 6  Debt
  2006
    
    
    2005AmeriGas Partners Senior Notes:10%, due April 2006 (less unamortized discount of $39
effective rate - 10.125%)
    
    $
    
    
    
    $
    59,9618.875%, due May 2011 (including unamortized premium of $223 and $271, respectively,
effective rate - 8.46%)
    
    
    14,863
    
    
    
    14,9117.25%, due May 2015
    
    
    415,000
    
    
    
    415,0007.125%, due May 2016
    
    
    350,000
    
    
    
    AmeriGas OLP First Mortgage Notes:Series A, 9.34% - 11.71%, due April 2006 through April 2009 (including unamortized premium
of $3,605 effective rate - 8.91%)
    
    
    
    
    
    
    163,605Series C, 8.83%, due April 2006 through April 2010
    
    
    
    
    
    
    68,750Series D, 7.11%, due March 2009 (including unamortized premium of $943 and $1,280,
respectively, effective rate - 6.52%)
    
    
    70,943
    
    
    
    71,280Series E, 8.50%, due July 2010 (including unamortized premium of $90 and $113,
respectively, effective rate - 8.47%)
    
    
    80,090
    
    
    
    80,113AmeriGas OLP Term Loan, 4.44%, due October 2006
    
    
    
    
    
    
    35,000Other
    
    
    2,850
    
    
    
    4,882Total long-term debt
    
    
    933,746
    
    
    
    913,502Less current maturities (including net unamortized premium of $431 and $1,813, respectively)
    
    
    (1,825
    )
    
    
    (118,087
    )Total long-term debt due after one year
    
    $
    931,921
    
    
    $
    795,415
  18




---



##### 



AmeriGas Partners Senior Notes.
 AmeriGas OLP First Mortgage Notes.
 AmeriGas OLP Credit Agreement.
    AmeriGas OLP Term Loan.
 Restrictive Covenants.
 1.
    
    no event of default exists or would exist upon
making such distributions and2.
    
    the Partnerships consolidated fixed charge coverage ratio, as
defined, is greater than 1.75-to-1.
  19




---



##### 



Notes to Consolidated Financial Statements
  Note 7  Employee Retirement Plans
  Note 8  Inventories
  2006
    
    
    2005Propane gas
    
    $
    81,325
    
    
    $
    72,517Materials, supplies and other
    
    
    12,399
    
    
    
    11,715Appliances for sale
    
    
    6,112
    
    
    
    6,516Total inventories
    
    $
    99,836
    
    
    $
    90,748
  Note 9  Property, Plant and Equipment
  2006
    
    
    2005Land
    
    $
    58,107
    
    
    $
    59,120Buildings and improvements
    
    
    83,050
    
    
    
    82,222Transportation equipment
    
    
    60,279
    
    
    
    65,738Storage facilities
    
    
    101,509
    
    
    
    95,951Equipment, primarily cylinders and tanks
    
    
    879,800
    
    
    
    827,656Other
    
    
    20,531
    
    
    
    23,654Gross property, plant and equipment
    
    
    1,203,276
    
    
    
    1,154,341Less accumulated depreciation and
amortization
    
    
    (622,684
    )
    
    
    (569,822
    )Net property, plant and equipment
    
    $
    580,592
    
    
    $
    584,519
 Note 10
 Partners Capital and Incentive Compensation Plans
     20




---



##### 



Weighted-AverageGrant DateNumber
    
    
    Fair Valueof Units
    
    
    (per Unit)Non-vested Units  September 30, 2005
    
    
    116,000
    
    
    $
    31.81Granted
    
    
    38,350
    
    
    
    35.33Forfeited
    
    
    (9,000
    )
    
    
    30.89Vested
    
    
    (6,750
    )(a)
    
    
    23.20Performance criteria not met
    
    
    (25,083
    )
    
    
    30.43Non-vested Units September 30, 2006
    
    
    113,517
    
    
    $
    33.89
 
 (a)
    
    Represents awards under the non-executive
plan of 4,500 settled through the issuance of new
AmeriGas Partners Common Units and 2,250 settled in
cash.   Note 11  Commitments and Contingencies
   Year Ending September 30,2007
    
    $
    48,5302008
    
    
    41,3882009
    
    
    34,6892010
    
    
    29,5742011
    
    
    23,691Thereafter
    
    
    50,741Total minimum operating lease payments
    
    $
    228,613
    21




---



##### 



Notes to Consolidated Financial Statements
     Note 12  Related Party Transactions
     22




---



##### 



Note 13  Other Current Liabilities
  2006
    
    
    2005Self-insured property and casualty liability
    
    $
    17,331
    
    
    $
    13,786Taxes other than income taxes
    
    
    5,969
    
    
    
    6,423Propane exchange liability
    
    
    9,281
    
    
    
    5,131Deferred tank fee revenue
    
    
    10,566
    
    
    
    9,346Other
    
    
    7,367
    
    
    
    7,317Total other current liabilities
    
    $
    50,514
    
    
    $
    42,003
 Note 14  Financial Instruments
     Carrying
    
    
    EstimatedAmount
    
    
    Fair Value2006:Propane swap and option contracts
    
    $
    (26,215
    )
    
    $
    (26,215
    )Interest rate protection agreements
    
    
    (305
    )
    
    
    (305
    )Long-term debt
    
    
    933,746
    
    
    
    934,4832005:Propane swap and option contracts
    
    $
    50,588
    
    
    $
    50,588Interest rate protection agreements
    
    
    (3,863
    )
    
    
    (3,863
    )Long-term debt
    
    
    913,502
    
    
    
    968,551
 23




---



##### 



Notes to Consolidated Financial Statements
   Note 15  Other Income, Net
  2006
    
    
    2005
    
    
    2004Gain on sales of fixed assets
    
    $
    2,801
    
    
    $
    5,196
    
    
    $
    2,306Finance charges
    
    
    8,371
    
    
    
    7,552
    
    
    
    6,456Gain on sale of Atlantic Energy
    
    
    
    
    
    
    9,135
    
    
    
    Other
    
    
    5,127
    
    
    
    3,898
    
    
    
    2,982Total other income, net
    
    $
    16,299
    
    
    $
    25,781
    
    
    $
    11,744
 Note 16  Quarterly Data (Unaudited)
  December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,2005
    
    
    2004
    (a)
    
    2006
    (b)
    
    2005
    
    
    2006
    
    
    2005
    (c)
    
    2006
    
    
    2005Revenues
    
    $
    630,224
    
    
    $
    556,216
    
    
    $
    718,130
    
    
    $
    698,268
    
    
    $
    379,109
    
    
    $
    349,469
    
    
    $
    391,803
    
    
    $
    359,303Operating income (loss)
    
    $
    74,665
    
    
    $
    67,684
    
    
    $
    116,325
    
    
    $
    117,893
    
    
    $
    2,873
    
    
    $
    1,645
    
    
    $
    (9,807
    )
    
    $
    (9,943
    )Net income (loss)
    
    $
    55,013
    
    
    $
    44,291
    
    
    $
    78,759
    
    
    $
    96,222
    
    
    $
    (14,837
    )
    
    $
    (51,276
    )
    
    $
    (27,777
    )
    
    $
    (28,392
    )Net income (loss) per
limited partner unit:Basic
    
    $
    0.87
    
    
    $
    0.77
    
    
    $
    1.08
    
    
    $
    1.49
    
    
    $
    (0.26
    )
    
    $
    (0.93
    )
    
    $
    (0.48
    )
    
    $
    (0.51
    )Diluted
    
    $
    0.87
    
    
    $
    0.77
    
    
    $
    1.08
    
    
    $
    1.49
    
    
    $
    (0.26
    )
    
    $
    (0.93
    )
    
    $
    (0.48
    )
    
    $
    (0.51
    )
 (a)
    
    Includes a gain on the Partnerships sale of Atlantic Energy which increased operating
income by $9,135 and net income by $7,107 or $0.13 per limited partner unit.(b)
    
    Includes a loss on early extinguishment of debt which decreased net income by $16,765 or $0.30
per limited partner unit.(c)
    
    Includes a loss on early extinguishment of debt which increased net loss by $33,266 or $0.61
per limited partner unit.
 24




---



##### 



Report of Independent Registered Public Accounting Firm
 To the Partners of AmeriGas Partners, L.P. and the Board of Directors of AmeriGas Propane, Inc.:
  Consolidated Financial Statements
   Internal Control over Financial Reporting
 Internal Control  Integrated
Framework
   
 
 25




---



##### 



General Partners Report
 Financial Statements
    Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework,
  
 
 
 
 
 
 26