##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended April 30, 2007
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file numbers: 001-11331, 333-06693, 000-50182 and 000-50183
 Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.Ferrellgas Finance Corp.
  Delaware
    
    43-1698480Delaware
    
    43-1742520Delaware
    
    43-1698481Delaware
    
    14-1866671(States or other jurisdictions of
    
    (I.R.S. Employer Identification Nos.)incorporation or organization)
  
  
  þ o
   þ o o
  o o þ
  Ferrellgas Partners, L.P. and
Ferrellgas, L.P.
    
    Yes o
    
    No þFerrellgas Partners Finance Corp. and
Ferrellgas Finance Corp.
    
    Yes þ
    
    No o
  Ferrellgas Partners, L.P.
    
    62,957,674
    
    Common UnitsFerrellgas Partners Finance Corp.
    
    1,000
    
    Common StockFerrellgas, L.P.
    
    n/a
    
    n/aFerrellgas Finance Corp.
    
    1,000
    
    Common Stock




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##### 



FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
 For the quarterly period ended April 30, 2007
FORM 10-Q QUARTERLY REPORT
 Table of Contents
 PagePART I  FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTS (unaudited)Ferrellgas Partners, L.P. and SubsidiariesCondensed Consolidated Balance Sheets  April 30, 2007 and July 31, 2006
    
    
    1Condensed Consolidated Statements of Earnings 
Three and nine months ended April 30, 2007 and 2006
    
    
    2Condensed Consolidated Statement of Partners Capital 
Nine months ended April 30, 2007
    
    
    3Condensed Consolidated Statements of Cash Flows 
Nine months ended April 30, 2007 and 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Ferrellgas Partners Finance Corp.Condensed Balance Sheets  April 30, 2007 and July 31, 2006
    
    
    14Condensed Statements of Earnings 
Three and nine months ended April 30, 2007 and 2006
    
    
    14Condensed Statements of Cash Flows 
Nine months ended April 30, 2007 and 2006
    
    
    15Note to Condensed Financial Statements
    
    
    15Ferrellgas, L.P. and SubsidiariesCondensed Consolidated Balance Sheets  April 30, 2007 and July 31, 2006
    
    
    16Condensed Consolidated Statements of Earnings 
Three and nine months ended April 30, 2007 and 2006
    
    
    17Condensed Consolidated Statement of Partners Capital 
Nine months ended April 30, 2007
    
    
    18Condensed Consolidated Statements of Cash Flows 
Nine months ended April 30, 2007 and 2006
    
    
    19Notes to Condensed Consolidated Financial Statements
    
    
    20Ferrellgas Finance Corp.Condensed Balance Sheets  April 30, 2007 and July 31, 2006
    
    
    28Condensed Statements of Earnings 
Three and nine months ended April 30, 2007 and 2006
    
    
    28




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##### 



PageCondensed Statements of Cash Flows 
Nine months ended April 30, 2007 and 2006
    
    
    29Note to Condensed Financial Statements
    
    
    29ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    30ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    40ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    42PART II  OTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    42ITEM 1A.
    
    RISK FACTORS
    
    
    42ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    43ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    43ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    43ITEM 5.
    
    OTHER INFORMATION
    
    
    43ITEM 6.
    
    EXHIBITS
    
    
    44




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (unaudited)
 FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
 (unaudited)
 April 30,
    
    
    July 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,830
    
    
    $
    16,525Accounts and notes receivable, net
    
    
    146,171
    
    
    
    116,369Inventories
    
    
    98,684
    
    
    
    154,613Prepaid expenses and other current assets
    
    
    18,828
    
    
    
    15,334Total current assets
    
    
    287,513
    
    
    
    302,841Property, plant and equipment, net
    
    
    729,490
    
    
    
    740,101Goodwill
    
    
    249,325
    
    
    
    246,050Intangible assets, net
    
    
    251,216
    
    
    
    248,546Other assets, net
    
    
    18,443
    
    
    
    11,962Total assets
    
    $
    1,535,987
    
    
    $
    1,549,500LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable
    
    $
    64,250
    
    
    $
    82,212Short-term borrowings
    
    
    33,006
    
    
    
    52,647Other current liabilities
    
    
    102,326
    
    
    
    140,738Total current liabilities
    
    
    199,582
    
    
    
    275,597Long-term debt
    
    
    1,003,811
    
    
    
    983,545Other liabilities
    
    
    20,585
    
    
    
    19,178Contingencies and commitments (Note I)
    
    
    
    
    
    
    Minority interest
    
    
    5,870
    
    
    
    5,435Partners capital:Common unitholders (62,952,174 and 60,885,784 units
outstanding at April 30, 2007 and July 31, 2006, respectively)
    
    
    356,077
    
    
    
    321,194General partner (635,881 and 615,008 units outstanding at
April 30, 2007 and July 31, 2006, respectively)
    
    
    (56,477
    )
    
    
    (56,829
    )Accumulated other comprehensive income
    
    
    6,539
    
    
    
    1,380Total partners capital
    
    
    306,139
    
    
    
    265,745Total liabilities and partners capital
    
    $
    1,535,987
    
    
    $
    1,549,500
  1




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##### 



FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per unit data)
(unaudited)
 For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Propane and other gas liquids sales
    
    $
    531,816
    
    
    $
    466,832
    
    
    $
    1,458,732
    
    
    $
    1,400,631Other
    
    
    92,346
    
    
    
    59,194
    
    
    
    204,616
    
    
    
    163,561624,162
    
    
    
    526,026
    
    
    
    1,663,348
    
    
    
    1,564,192Costs and expenses:Cost of product sold  propane and other gas liquids sales
    
    
    341,593
    
    
    
    288,364
    
    
    
    956,288
    
    
    
    919,626Cost of product sold  other
    
    
    72,118
    
    
    
    43,319
    
    
    
    142,039
    
    
    
    101,788Operating expense
    
    
    97,369
    
    
    
    95,085
    
    
    
    287,224
    
    
    
    281,894Depreciation and amortization expense
    
    
    22,245
    
    
    
    21,138
    
    
    
    65,936
    
    
    
    63,864General and administrative expense
    
    
    11,829
    
    
    
    12,326
    
    
    
    32,877
    
    
    
    34,793Equipment lease expense
    
    
    6,675
    
    
    
    6,506
    
    
    
    19,773
    
    
    
    20,723Employee stock ownership plan compensation charge
    
    
    2,721
    
    
    
    2,597
    
    
    
    8,301
    
    
    
    7,521Loss on disposal of assets and other
    
    
    3,097
    
    
    
    2,881
    
    
    
    9,592
    
    
    
    5,518Operating income
    
    
    66,515
    
    
    
    53,810
    
    
    
    141,318
    
    
    
    128,465Interest expense
    
    
    (21,534
    )
    
    
    (20,778
    )
    
    
    (66,243
    )
    
    
    (62,893
    )Interest income
    
    
    981
    
    
    
    557
    
    
    
    2,871
    
    
    
    1,465Earnings before income taxes and minority interest
    
    
    45,962
    
    
    
    33,589
    
    
    
    77,946
    
    
    
    67,037Income tax expense
    
    
    1,752
    
    
    
    2,271
    
    
    
    3,634
    
    
    
    2,971Minority interest
    
    
    507
    
    
    
    377
    
    
    
    933
    
    
    
    829Net earnings
    
    
    43,703
    
    
    
    30,941
    
    
    
    73,379
    
    
    
    63,237Net earnings available to general partner unitholder
    
    
    1,860
    
    
    
    309
    
    
    
    734
    
    
    
    632Net earnings available to common unitholders
    
    $
    41,843
    
    
    $
    30,632
    
    
    $
    72,645
    
    
    $
    62,605Basic and diluted net earnings available to common unitholders
    
    $
    0.66
    
    
    $
    0.51
    
    
    $
    1.16
    
    
    $
    1.04
  2




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##### 



FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
(in thousands)
(unaudited)
 Accumulated otherNumber of units
    
    
    
    
    
    
    
    
    
    
    comprehensive income (loss)General
    
    
    
    
    
    
    General
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    TotalCommon
    
    
    partner
    
    
    Common
    
    
    partner
    
    
    Risk
    
    
    translation
    
    
    Pension
    
    
    partnersunitholders
    
    
    unitholder
    
    
    unitholders
    
    
    unitholder
    
    
    management
    
    
    adjustments
    
    
    liability
    
    
    capitalBalance at July 31, 2006
    
    
    60,885.8
    
    
    
    615.0
    
    
    $
    321,194
    
    
    $
    (56,829
    )
    
    $
    2,126
    
    
    $
    21
    
    
    $
    (767
    )
    
    $
    265,745Contributions in connection with
ESOP and stock-based compensation charges
    
    
    
    
    
    
    
    
    
    
    9,277
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,370Common unit distributions
    
    
    
    
    
    
    
    
    
    
    (94,323
    )
    
    
    (952
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (95,275
    )Common units issued
    
    
    1,891.9
    
    
    
    19.1
    
    
    
    43,765
    
    
    
    442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,207Common unit options exercised
    
    
    50.0
    
    
    
    0.5
    
    
    
    903
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    912Common units issued in connection with acquisitions,
net of issuance costs
    
    
    124.5
    
    
    
    1.3
    
    
    
    2,616
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,642Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    72,645
    
    
    
    734
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,379Other comprehensive income (loss):Net gain on risk management derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,273
    
    
    
    
    
    
    
    Reclassification of derivatives to earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,126
    )
    
    
    
    
    
    
    Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    Tax effect on foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    5,159Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,538Balance at April 30, 2007
    
    
    62,952.2
    
    
    
    635.9
    
    
    $
    356,077
    
    
    $
    (56,477
    )
    
    $
    7,273
    
    
    $
    (32
    )
    
    $
    (702
    )
    
    $
    306,139
  3




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##### 



FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 For the nine monthsended April 30,2007
    
    
    2006Cash flows from operating activities:Net earnings
    
    $
    73,379
    
    
    $
    63,237Reconciliation of net earnings to net cash provided by
operating activities:Depreciation and amortization expense
    
    
    65,936
    
    
    
    63,864Employee stock ownership plan compensation charge
    
    
    8,301
    
    
    
    7,521Stock-based compensation charge
    
    
    1,165
    
    
    
    1,581Loss on disposal of assets
    
    
    3,935
    
    
    
    303Loss on transfer of accounts receivable related to the accounts
receivable securitization
    
    
    8,699
    
    
    
    8,171Minority interest
    
    
    933
    
    
    
    829Other
    
    
    2,660
    
    
    
    5,590Changes in operating assets and liabilities, net of effects
from business acquisitions:Accounts and notes receivable, net of securitization
    
    
    (70,083
    )
    
    
    (77,885
    )Inventories
    
    
    56,107
    
    
    
    (11,086
    )Prepaid expenses and other current assets
    
    
    1,532
    
    
    
    (127
    )Accounts payable
    
    
    (19,481
    )
    
    
    11,054Other current liabilities
    
    
    (33,353
    )
    
    
    (13,706
    )Other liabilities
    
    
    1,558
    
    
    
    (30
    )Accounts receivable securitization:Proceeds from new accounts receivable securitizations
    
    
    100,000
    
    
    
    102,000Proceeds from collections reinvested in revolving
period accounts receivable securitizations
    
    
    971,022
    
    
    
    976,608Remittances of amounts collected as servicer of
accounts receivable securitizations
    
    
    (1,035,022
    )
    
    
    (1,044,608
    )Net cash provided by operating activities
    
    
    137,288
    
    
    
    93,316Cash flows from investing activities:Business acquisitions, net of cash acquired
    
    
    (31,055
    )
    
    
    (13,500
    )Capital expenditures
    
    
    (35,813
    )
    
    
    (29,207
    )Proceeds from sale of assets
    
    
    7,069
    
    
    
    15,734Other
    
    
    (4,902
    )
    
    
    (4,211
    )Net cash used in investing activities
    
    
    (64,701
    )
    
    
    (31,184
    )Cash flows from financing activities:Distributions
    
    
    (95,275
    )
    
    
    (91,447
    )Issuance of common units, net of issuance costs of $304
    
    
    44,241
    
    
    
    Proceeds from increase in long-term debt
    
    
    65,241
    
    
    
    28,748Reductions in long-term debt
    
    
    (59,914
    )
    
    
    (1,773
    )Net (reductions) additions to short-term borrowings
    
    
    (19,641
    )
    
    
    5,852Cash paid for financing costs
    
    
    (171
    )
    
    
    (226
    )Minority interest activity
    
    
    (1,092
    )
    
    
    (1,056
    )Proceeds from exercise of common unit options
    
    
    912
    
    
    
    1,957Cash contributions from general partner
    
    
    470
    
    
    
    16Net cash used in financing activities
    
    
    (65,229
    )
    
    
    (57,929
    )Effect of exchange rate changes on cash
    
    
    (53
    )
    
    
    (18
    )Increase in cash and cash equivalents
    
    
    7,305
    
    
    
    4,185Cash and cash equivalents  beginning of year
    
    
    16,525
    
    
    
    20,505Cash and cash equivalents  end of period
    
    $
    23,830
    
    
    $
    24,690
  4




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##### 



FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007
(Dollars in thousands, except per unit data, unless otherwise designated)
(unaudited)
 A.
    
    Partnership organization and formationFerrellgas Partners, L.P. (Ferrellgas Partners) is a publicly traded limited partnership,
owning an approximate 99% limited partner interest in Ferrellgas, L.P. (the operating
partnership). Ferrellgas Partners and the operating partnership are collectively referred to as
Ferrellgas. Ferrellgas, Inc. (the general partner), a wholly-owned subsidiary of Ferrell
Companies, Inc. (Ferrell Companies), has retained a 1% general partner interest in Ferrellgas
Partners and also holds an approximate 1% general partner interest in the operating partnership,
representing an effective 2% general partner interest in Ferrellgas on a combined basis. As
general partner, it performs all management functions required by Ferrellgas. Ferrell Companies
beneficially owns 20.3 million of Ferrellgas Partners outstanding common units.Ferrellgas Partners is a holding entity that conducts no operations and has two subsidiaries,
Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners owns a 100%
equity interest in Ferrellgas Partners Finance Corp., whose only purpose is to act as the
co-issuer and co-obligor of any debt issued by Ferrellgas Partners. The operating partnership is
the only operating subsidiary of Ferrellgas Partners.The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are,
in the opinion of management, necessary for a fair presentation of the interim periods
presented. All adjustments to the condensed consolidated financial statements were of a normal,
recurring nature. The information included in this Quarterly Report on Form 10-Q should be read
in conjunction with the consolidated financial statements and accompanying notes, as set forth
in Ferrellgas Annual Report on Form 10-K for fiscal 2006.B.
    
    Summary of significant accounting policies
 (1) Nature of operations:
  (2) Accounting estimates:
  5




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##### 



(3) Supplemental cash flow information:
 For the nine months endedApril 30,2007
    
    2006CASH PAID FOR:Interest
    
    $
    63,917
    
    
    $
    59,393Income taxes
    
    $
    2,877
    
    
    $
    609NON-CASH INVESTING ACTIVITIES:Issuance of common units in connection with acquisitions
    
    $
    2,751
    
    
    $
    5,637Issuance of liabilities in connection with acquisitions
    
    $
    2,331
    
    
    $
    2,290Property, plant and equipment additions
    
    $
    1,519
    
    
    $
    1,213
 ) New accounting standards:
     (5) Reclassifications:
  6




---



##### 



C.
    
    Unit and stock-based compensationFerrellgas recognizes the non-cash compensation charges resulting from all share-based payment
transactions in the condensed consolidated statements of earnings as follows:
 For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expense
    
    $
    153
    
    
    $
    106
    
    
    $
    300
    
    
    $
    358General and administrative expense
    
    
    346
    
    
    
    240
    
    
    
    865
    
    
    
    1,223$
    499
    
    
    $
    346
    
    
    $
    1,165
    
    
    $
    1,581
  Ferrellgas Partners Unit Option Plan (UOP)
  Weighted-averageWeighted
    
    remainingaverage
    
    contractual
    
    AggregateNumber of
    
    exercise
    
    term
    
    intrinsic valueUnits
    
    price
    
    (in years)
    
    (in thousands)Outstanding, August 1, 2006
    
    
    148,200
    
    
    $
    18.43Exercised
    
    
    (50,000
    )
    
    
    18.05Forfeited
    
    
    (9,650
    )
    
    
    20.37Outstanding, April 30, 2007
    
    
    88,550
    
    
    
    18.43
    
    
    
    2.87
    
    
    $
    448Options exercisable, April 30, 2007
    
    
    88,550
    
    
    
    18.43
    
    
    
    2.87
    
    
    $
    448
 Ferrell Companies, Inc. Incentive Compensation Plan (ICP)
  7




---



##### 



D.
    
    Business combinationsBusiness combinations are accounted for under the purchase method and the assets acquired and
liabilities assumed are recorded at their estimated fair market values as of the acquisition
dates. The results of operations are included in the condensed consolidated statements of
earnings from the date of acquisition. The pro forma effect of these transactions was not
material to Ferrellgas results of operations.During the nine months ended April 30, 2007, Ferrellgas acquired propane distribution assets
with an aggregate value of $35.5 million in eight transactions.These acquisitions were funded by $31.1 million in cash payments, the issuances of $2.4 million
of liabilities and other costs and considerations, and $2.0 million of common units, net of
issuance costs.The aggregate fair values of these eight transactions were allocated as follows:
 Customer tanks, buildings and land
    
    $
    11,404Non-compete agreements
    
    
    2,051Customer lists
    
    
    17,784Goodwill
    
    
    3,499Working capital
    
    
    712$
    35,450
   E.
    
    Accounts receivable securitizationThe operating partnership transfers certain of its trade accounts receivable to Ferrellgas
Receivables, LLC (Ferrellgas Receivables), a wholly-owned unconsolidated, special purpose
entity, and retains an interest in a portion of these transferred receivables. As these
transferred receivables are subsequently collected and the funding from the accounts receivable
securitization facility is reduced, the operating partnerships retained interest in these
receivables is reduced. The accounts receivable securitization facility consisted of the
following:
 April 30,
    
    July 31,2007
    
    2006Retained interest
    
    $
    24,594
    
    
    $
    16,373Accounts receivable transferred
    
    $
    132,500
    
    
    $
    87,500
  8




---



##### 



For the three months
    
    For the nine monthsended April 30,
    
    ended April 30,2007
    
    2006
    
    2007
    
    2006Net non-cash activity
    
    $
    992
    
    
    $
    761
    
    
    $
    2,573
    
    
    $
    2,191Bad debt expense
    
    $
    
    
    
    $
    259
    
    
    $
    202
    
    
    $
    525
  F.
    
    Supplemental financial statement informationInventories consist of:
 April 30,
    
    
    July 31,2007
    
    
    2006Propane gas and related products
    
    $
    74,269
    
    
    $
    130,644Appliances, parts and supplies
    
    
    24,415
    
    
    
    23,969$
    98,684
    
    
    $
    154,613
   For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Loss on disposal of assets
    
    $
    1,471
    
    
    $
    1,334
    
    
    $
    3,935
    
    
    $
    303Loss on transfer of accounts receivable
related to the accounts receivable
securitization
    
    
    2,915
    
    
    
    2,787
    
    
    
    8,699
    
    
    
    8,171Service income related to the accounts
receivable securitization
    
    
    (1,289
    )
    
    
    (1,240
    )
    
    
    (3,042
    )
    
    
    (2,956
    )$
    3,097
    
    
    $
    2,881
    
    
    $
    9,592
    
    
    $
    5,518
  For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expense
    
    $
    44,913
    
    
    $
    35,031
    
    
    $
    122,308
    
    
    $
    114,498Depreciation and amortization expense
    
    
    1,282
    
    
    
    1,389
    
    
    
    4,008
    
    
    
    4,348Equipment lease expense
    
    
    6,003
    
    
    
    5,867
    
    
    
    17,661
    
    
    
    18,390$
    52,198
    
    
    $
    42,287
    
    
    $
    143,977
    
    
    $
    137,236
 9




---



##### 



April 30,
    
    
    July 31,2007
    
    
    2006Accrued interest
    
    $
    25,393
    
    
    $
    24,800Accrued payroll
    
    
    18,615
    
    
    
    18,724Current portion of long-term debt
    
    
    2,426
    
    
    
    14,758Customer deposits and advances
    
    
    17,428
    
    
    
    45,837Other
    
    
    38,464
    
    
    
    36,619$
    102,326
    
    
    $
    140,738
 G.
    
    Long-term debtLong-term debt consists of:
 April 30,
    
    
    July 31,2007
    
    
    2006Senior notesFixed rate, Series C-E, ranging from 7.12% to 7.42% due 2008-2013
    
    $
    204,000
    
    
    $
    241,000Fixed rate, 8.75%, due 2012, net of unamortized premium
    
    
    269,943
    
    
    
    270,229Fixed rate, Series B-C, ranging from 8.78% to 8.87%, due
2007-2009
    
    
    163,000
    
    
    
    184,000Fixed rate, 6.75% due 2014, net of unamortized discount
    
    
    249,368
    
    
    
    249,300Credit agreement, variable interest rates, expiring 2010
    
    
    110,694
    
    
    
    45,453Notes payable, due 2007 to 2016, net of unamortized discount
    
    
    9,177
    
    
    
    8,238Capital lease obligations
    
    
    55
    
    
    
    831,006,237
    
    
    
    998,303Less: current portion, included in other current liabilities on the condensed consolidated balance sheets
    
    
    2,426
    
    
    
    14,758$
    1,003,811
    
    
    $
    983,545
   10




---



##### 



H.
    
    Partners capitalCommon unit issuancesOn August 29, 2006, Ferrellgas received proceeds of $44.1 million, net of issuance costs, from
the issuance of 1.9 million common units to Ferrell Companies pursuant to Ferrellgas Direct
Investment Plan. Ferrellgas used the net proceeds to reduce borrowings outstanding under the
unsecured bank credit facility.Partnership distributionsFerrellgas Partners has paid the following distributions:
 For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Public common unit holders
    
    $
    19,165
    
    
    $
    18,905
    
    
    $
    57,392
    
    
    $
    56,561Ferrell Companies (1)
    
    
    10,040
    
    
    
    9,094
    
    
    
    30,121
    
    
    
    27,283FCI Trading Corp. (2)
    
    
    98
    
    
    
    98
    
    
    
    294
    
    
    
    294Ferrell Propane, Inc. (3)
    
    
    26
    
    
    
    26
    
    
    
    77
    
    
    
    77James E. Ferrell (4)
    
    
    2,146
    
    
    
    2,116
    
    
    
    6,438
    
    
    
    6,318General partner
    
    
    318
    
    
    
    305
    
    
    
    953
    
    
    
    914$
    31,793
    
    
    $
    30,544
    
    
    $
    95,275
    
    
    $
    91,447
 
 (1)
    
    Ferrell Companies is the owner of the general partner and a 32% owner of
Ferrellgas common units and thus a related party.(2)
    
    FCI Trading Corp. (FCI Trading) is an affiliate of the general partner and thus
a related party.(3)
    
    Ferrell Propane, Inc. (Ferrell Propane) is controlled by the general partner
and thus a related party.(4)
    
    James E. Ferrell (Mr. Ferrell) is the Chairman and Chief Executive Officer of
the general partner and thus a related party.  Ferrell Companies
    
    $
    10,040FCI Trading Corp.
    
    
    98Ferrell Propane, Inc.
    
    
    26James E. Ferrell
    
    
    2,146General partner
    
    
    318
 I.
    
    ContingenciesFerrellgas operations are subject to all operating hazards and risks normally incidental to
handling, storing, transporting and otherwise providing for use by consumers of combustible
liquids such as propane. As a result, at any given time, Ferrellgas is threatened with or named
as a defendant in various lawsuits arising in the ordinary course of business. Currently,
Ferrellgas is not a party to any legal proceedings other than various claims and lawsuits
arising in the ordinary course of business. It is not possible to determine the ultimate
disposition of these matters; however, management is of the opinion that there are no known
claims or contingent claims that are reasonably expected to have a material adverse effect on
the condensed consolidated financial condition, results of operations and cash flows of
Ferrellgas.
 11




---



##### 



J.
    
    Earnings per common unitBelow is a calculation of the basic and diluted earnings per common unit in the condensed
consolidated statements of earnings for the periods indicated. In accordance with EITF 03-6,
Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per
Share (EITF 03-6), Ferrellgas calculates net earnings per limited partner unit for each
period presented according to distributions declared and participation rights in undistributed
earnings, as if all of the earnings for the period had been distributed. In periods with
undistributed earnings above certain levels, the calculation according to the two-class method
results in an increased allocation of undistributed earnings to the general partner and a
dilution of the earnings to the limited partners. Although the dilutive effect of EITF 03-6 on
basic net earnings per common unit was $0.03 for the three months ended April 30, 2007, due to
the seasonality of the propane business, the dilutive effect of EITF 03-6 typically impacts only
the three months ending January 31. There was not a dilutive effect of EITF 03-6 on basic net
earnings per limited partner unit for the three months ended April 30, 2006 and the nine months
ended April 30, 2007 and 2006.In periods with year-to-date net losses the allocation of the net losses to the limited partners
and the general partner will be determined based on the same allocation basis specified in the
Ferrellgas Partners partnership agreement that would apply to periods in which there were no
undistributed earnings. Ferrellgas typically incurs net losses in the three month period ended
October 31.
 For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net earnings available to common
unitholders
    
    $
    41,843
    
    
    $
    30,632
    
    
    $
    72,645
    
    
    $
    62,605(in thousands)Weighted average common units
outstanding
    
    
    62,950.4
    
    
    
    60,483.8
    
    
    
    62,688.2
    
    
    
    60,346.3Dilutive securities
    
    
    17.9
    
    
    
    32.1
    
    
    
    17.6
    
    
    
    31.6Weighted average common units
outstanding plus dilutive
securities
    
    
    62,968.3
    
    
    
    60,515.9
    
    
    
    62,705.8
    
    
    
    60,377.9Basic and diluted earnings per
common unit available to common
unitholders
    
    $
    0.66
    
    
    $
    0.51
    
    
    $
    1.16
    
    
    $
    1.04
 12




---



##### 



K.
    
    Transactions with related partiesReimbursable costsFerrellgas has no employees and is managed and controlled by its general partner. Pursuant to
Ferrellgas partnership agreements, the general partner is entitled to reimbursement for all
direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, and all
other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred
by its general partner in connection with operating Ferrellgas business. These costs primarily
include compensation and benefits paid to employees of the general partner who perform services
on Ferrellgas behalf and are reported in the condensed consolidated statements of earnings as
follows:
 For the three months
    
    For the nine monthsended April 30,
    
    ended April 30,2007
    
    2006
    
    2007
    
    2006Operating expense
    
    $
    53,144
    
    
    $
    52,795
    
    
    $
    155,046
    
    
    $
    155,791General and administrative expense
    
    
    6,147
    
    
    
    5,467
    
    
    
    19,053
    
    
    
    16,921
 Operations
    L.
    
    Subsequent eventsDuring May 2007, the operating partnership entered into a new unsecured bank credit facility
with additional borrowing capacity of up to $150.0 million which matures on August 1, 2009.During May 2007, the operating partnership renewed its accounts receivable securitization
facility for a 364-day commitment with JP Morgan Chase Bank, N.A. and Fifth Third Bank. The
renewed facility allows the operating partnership to sell up to $160.0 million of accounts
receivable, depending on the available undivided interest in the operating partnerships
accounts receivable from certain customers.
 13




---



##### 



FERRELLGAS PARTNERS FINANCE CORP.
(A wholly-owned subsidiary of Ferrellgas Partners, L.P.)
 CONDENSED BALANCE SHEETS
(in dollars)
(unaudited)
 April 30,
    
    
    July 31,2007
    
    
    2006ASSETSCash
    
    $
    1,000
    
    
    $
    1,000Total assets
    
    $
    1,000
    
    
    $
    1,000STOCKHOLDERS EQUITYCommon stock, $1 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding
    
    $
    1,000
    
    
    $
    1,000Additional paid in capital
    
    
    3,818
    
    
    
    3,713Accumulated deficit
    
    
    (3,818
    )
    
    
    (3,713
    )Total stockholders equity
    
    $
    1,000
    
    
    $
    1,000
 CONDENSED STATEMENTS OF EARNINGS
(in dollars)
(unaudited)
 For the three months ended
    
    
    For the nine months endedApril 30,
    
    
    April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006General and administrative expense
    
    $
    60
    
    
    $
    
    
    
    $
    105
    
    
    $
    105Net loss
    
    $
    (60
    )
    
    $
    
    
    
    $
    (105
    )
    
    $
    (105
    )
  14




---



##### 



FERRELLGAS PARTNERS FINANCE CORP.
(A wholly-owned subsidiary of Ferrellgas Partners, L.P.)
 CONDENSED STATEMENTS OF CASH FLOWS
(in dollars)
(unaudited)
 For the nine months endedApril 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (105
    )
    
    $
    (105
    )Cash used in operating activities
    
    
    (105
    )
    
    
    (105
    )Cash flows from financing activities:Capital contribution
    
    
    105
    
    
    
    105Cash provided by financing activities
    
    
    105
    
    
    
    105Change in cash
    
    
    
    
    
    
    Cash  beginning of period
    
    
    1,000
    
    
    
    1,000Cash  end of period
    
    $
    1,000
    
    
    $
    1,000
  NOTE TO CONDENSED FINANCIAL STATEMENTS
APRIL 30, 2007
(unaudited)
 A. OrganizationFerrellgas Partners Finance Corp. (the Finance Corp.), a Delaware
corporation, was formed on March 28, 1996, and is a wholly-owned
subsidiary of Ferrellgas Partners, L.P (the Partnership).The condensed financial statements reflect all adjustments that are,
in the opinion of management, necessary for a fair statement of the
interim periods presented. All adjustments to the condensed financial
statements were of a normal, recurring nature.The Finance Corp. has nominal assets, does not conduct any operations, has no employees and
serves as co-obligor for debt securities of the Partnership.
 15




---



##### 



FERRELLGAS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 April 30,
    
    
    July 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,689
    
    
    $
    14,875Accounts and notes receivable, net
    
    
    146,171
    
    
    
    116,369Inventories
    
    
    98,684
    
    
    
    154,613Prepaid expenses and other current assets
    
    
    18,122
    
    
    
    14,664Total current assets
    
    
    286,666
    
    
    
    300,521Property, plant and equipment, net
    
    
    729,490
    
    
    
    740,101Goodwill
    
    
    249,325
    
    
    
    246,050Intangible assets, net
    
    
    251,216
    
    
    
    248,546Other assets, net
    
    
    15,783
    
    
    
    8,833Total assets
    
    $
    1,532,480
    
    
    $
    1,544,051LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable
    
    $
    64,250
    
    
    $
    82,212Short-term borrowings
    
    
    33,006
    
    
    
    52,647Other current liabilities
    
    
    93,433
    
    
    
    136,788Total current liabilities
    
    
    190,689
    
    
    
    271,647Long-term debt
    
    
    733,868
    
    
    
    713,316Other liabilities
    
    
    20,535
    
    
    
    19,178Contingencies and commitments (Note I)
    
    
    
    
    
    
    Partners capitalLimited partner
    
    
    574,979
    
    
    
    533,095General partner
    
    
    5,870
    
    
    
    5,435Accumulated other comprehensive income
    
    
    6,539
    
    
    
    1,380Total partners capital
    
    
    587,388
    
    
    
    539,910Total liabilities and partners capital
    
    $
    1,532,480
    
    
    $
    1,544,051
  16




---



##### 



FERRELLGAS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands)
(unaudited)
 For the three months ended
    
    
    For the nine months endedApril 30,
    
    
    April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Propane and other gas liquids sales
    
    $
    531,816
    
    
    $
    466,832
    
    
    $
    1,458,732
    
    
    $
    1,400,631Other
    
    
    92,346
    
    
    
    59,194
    
    
    
    204,616
    
    
    
    163,561624,162
    
    
    
    526,026
    
    
    
    1,663,348
    
    
    
    1,564,192Costs and expenses:Cost of product sold  propane and other gas liquids sales
    
    
    341,593
    
    
    
    288,364
    
    
    
    956,288
    
    
    
    919,626Cost of product sold  other
    
    
    72,118
    
    
    
    43,319
    
    
    
    142,039
    
    
    
    101,788Operating expense
    
    
    97,294
    
    
    
    95,023
    
    
    
    287,024
    
    
    
    281,707Depreciation and amortization expense
    
    
    22,245
    
    
    
    21,138
    
    
    
    65,936
    
    
    
    63,864General and administrative expense
    
    
    11,829
    
    
    
    12,326
    
    
    
    32,877
    
    
    
    34,793Equipment lease expense
    
    
    6,675
    
    
    
    6,506
    
    
    
    19,773
    
    
    
    20,723Employee stock ownership plan compensation charge
    
    
    2,721
    
    
    
    2,597
    
    
    
    8,301
    
    
    
    7,521Loss on disposal of assets and other
    
    
    3,097
    
    
    
    2,881
    
    
    
    9,592
    
    
    
    5,518Operating income
    
    
    66,590
    
    
    
    53,872
    
    
    
    141,518
    
    
    
    128,652Interest expense
    
    
    (15,608
    )
    
    
    (14,852
    )
    
    
    (48,417
    )
    
    
    (45,120
    )Interest income
    
    
    981
    
    
    
    557
    
    
    
    2,871
    
    
    
    1,465Earnings before income taxes
    
    
    51,963
    
    
    
    39,577
    
    
    
    95,972
    
    
    
    84,997Income tax expense
    
    
    1,752
    
    
    
    2,271
    
    
    
    3,634
    
    
    
    2,971Net earnings
    
    $
    50,211
    
    
    $
    37,306
    
    
    $
    92,338
    
    
    $
    82,026
  17




---



##### 



FERRELLGAS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
(in thousands)
(unaudited)
 Accumulated othercomprehensive income (loss)Currency
    
    
    
    
    
    
    TotalLimited
    
    
    General
    
    
    Risk
    
    
    translation
    
    
    Pension
    
    
    partnerspartner
    
    
    partner
    
    
    management
    
    
    adjustments
    
    
    liability
    
    
    capitalBalance at July 31, 2006
    
    $
    533,095
    
    
    $
    5,435
    
    
    $
    2,126
    
    
    $
    21
    
    
    $
    (767
    )
    
    $
    539,910Contributions in connection with
ESOP and stock-based compensation charges
    
    
    9,370
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,466Quarterly distribution
    
    
    (107,000
    )
    
    
    (1,092
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108,092
    )Cash contributed by Ferrellgas Partners and the general
partner
    
    
    46,100
    
    
    
    470
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,570Net assets contributed by Ferrellgas Partners and cash
contributed by the general partner in connection with
acquisitions
    
    
    2,009
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,037Comprehensive income:Net earnings
    
    
    91,405
    
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,338Other comprehensive income (loss):Net gain on risk management derivatives
    
    
    
    
    
    
    
    
    
    
    7,273
    
    
    
    
    
    
    
    Reclassification of derivatives to earnings
    
    
    
    
    
    
    
    
    
    
    (2,126
    )
    
    
    
    
    
    
    Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    Tax effect on foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    5,159Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,497Balance at April 30, 2007
    
    $
    574,979
    
    
    $
    5,870
    
    
    $
    7,273
    
    
    $
    (32
    )
    
    $
    (702
    )
    
    $
    587,388
  18




---



##### 



FERRELLGAS, L.P. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 For the nine monthsended April 30,2007
    
    
    2006Cash flows from operating activities:Net earnings
    
    $
    92,338
    
    
    $
    82,026Reconciliation of net earnings to net cash provided by
operating activities:Depreciation and amortization expense
    
    
    65,936
    
    
    
    63,864Employee stock ownership plan compensation charge
    
    
    8,301
    
    
    
    7,521Stock-based compensation charge
    
    
    1,165
    
    
    
    1,581Loss on disposal of assets
    
    
    3,935
    
    
    
    303Loss on transfer of accounts receivable related to the accounts
receivable securitization
    
    
    8,699
    
    
    
    8,171Other
    
    
    2,477
    
    
    
    5,408Changes in operating assets and liabilities, net of effects
from business acquisitions:Accounts and notes receivable, net of securitization
    
    
    (70,083
    )
    
    
    (77,885
    )Inventories
    
    
    56,107
    
    
    
    (11,086
    )Prepaid expenses and other current assets
    
    
    1,568
    
    
    
    (91
    )Accounts payable
    
    
    (19,481
    )
    
    
    11,054Other current liabilities
    
    
    (39,066
    )
    
    
    (19,569
    )Other liabilities
    
    
    1,558
    
    
    
    (30
    )Accounts receivable securitization:Proceeds from new accounts receivable securitizations
    
    
    100,000
    
    
    
    102,000Proceeds from collections reinvested in revolving
period accounts receivable securitizations
    
    
    971,022
    
    
    
    976,608Remittances of amounts collected as servicer of
accounts receivable securitizations
    
    
    (1,035,022
    )
    
    
    (1,044,608
    )Net cash provided by operating activities
    
    
    149,454
    
    
    
    105,267Cash flows from investing activities:Business acquisitions, net of cash acquired
    
    
    (31,082
    )
    
    
    (13,550
    )Capital expenditures
    
    
    (35,813
    )
    
    
    (29,207
    )Proceeds from asset sales
    
    
    7,069
    
    
    
    15,734Other
    
    
    (4,902
    )
    
    
    (4,207
    )Net cash used in investing activities
    
    
    (64,728
    )
    
    
    (31,230
    )Cash flows from financing activities:Distributions
    
    
    (108,092
    )
    
    
    (104,519
    )Cash contributions from partners
    
    
    46,570
    
    
    
    1,554Proceeds from increase in long-term debt
    
    
    65,241
    
    
    
    28,748Reductions in long-term debt
    
    
    (59,914
    )
    
    
    (1,773
    )Net (reductions) additions to short-term borrowings
    
    
    (19,641
    )
    
    
    5,852Cash paid for financing costs
    
    
    (23
    )
    
    
    Net cash used in financing activities
    
    
    (75,859
    )
    
    
    (70,138
    )Effect of exchange rate changes on cash
    
    
    (53
    )
    
    
    (18
    )Increase in cash and cash equivalents
    
    
    8,814
    
    
    
    3,881Cash and cash equivalents  beginning of period
    
    
    14,875
    
    
    
    20,191Cash and cash equivalents  end of period
    
    $
    23,689
    
    
    $
    24,072
  19




---



##### 



FERRELLGAS, L.P. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007
(Dollars in thousands, unless otherwise designated)
(unaudited)
 A.
    
    Partnership organization and formationFerrellgas, L.P. is a limited partnership that owns and operates propane distribution and
related assets. Ferrellgas Partners, L.P. (Ferrellgas Partners), a publicly traded limited
partnership, owns an approximate 99% limited partner interest in, and consolidates, Ferrellgas,
L.P. Ferrellgas, Inc. (the general partner), a wholly-owned subsidiary of Ferrell Companies,
Inc. (Ferrell Companies), holds an approximate 1% general partner interest in Ferrellgas, L.P.
and performs all management functions required by Ferrellgas, L.P.The condensed consolidated financial statements of Ferrellgas, L.P. and subsidiaries reflect all
adjustments, that are, in the opinion of management, necessary for a fair statement of the
interim periods presented. All adjustments to the condensed consolidated financial statements
were of a normal, recurring nature. The information included in this Quarterly Report on Form
10-Q should be read in conjunction with the consolidated financial statements and accompanying
notes, as set forth in Ferrellgas, L.P.s Annual Report on Form 10-K for fiscal 2006.B.
    
    Summary of significant accounting policies
 (1) Nature of operations:
  (2) Accounting estimates:
  20




---



##### 



(3) Supplemental cash flow information:
 For the nine months endedApril 30,2007
    
    2006CASH PAID FOR:Interest
    
    $
    52,192
    
    
    $
    47,665Income taxes
    
    $
    2,877
    
    
    $
    609NON-CASH INVESTING ACTIVITIES:Assets contributed from Ferrellgas Partners in connection with acquisitions
    
    $
    2,009
    
    
    $
    6,335Issuance of liabilities in connection with acquisitions
    
    $
    2,331
    
    
    $
    1,596Property, plant and equipment additions
    
    $
    1,519
    
    
    $
    1,213
 (4)New accounting standards:
     (5)Reclassifications:
  21




---



##### 



C.
    
    Unit and stock-based compensationFerrellgas, L.P. has no unit or stock-based compensation plans and is not required to adopt SFAS
123(R). However, in accordance with the partnership agreements of Ferrellgas Partners and
Ferrellgas, L.P., all employee-related costs incurred by Ferrellgas Partners and Ferrell
Companies are allocated to Ferrellgas, L.P. Ferrellgas, L.P. recognizes a non-cash compensation
charge from Ferrellgas Partners and Ferrell Companies in the condensed consolidated statements
of earnings as follows:
 For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expense
    
    $
    153
    
    
    $
    106
    
    
    $
    300
    
    
    $
    358General and administrative expense
    
    
    346
    
    
    
    240
    
    
    
    865
    
    
    
    1,223$
    499
    
    
    $
    346
    
    
    $
    1,165
    
    
    $
    1,581
 Ferrellgas Partners Unit Option Plan (UOP)
  Ferrell Companies, Inc. Incentive Compensation Plan (ICP)
  D.
    
    Business combinationsBusiness combinations are accounted for under the purchase method and the assets acquired and
liabilities assumed are recorded at their estimated fair market values as of the acquisition
dates. The results of operations are included in the condensed consolidated statements of
earnings from the date of the acquisition. The pro forma effect of these transactions was not
material to Ferrellgas, L.P.s results of operations.During the nine months ended April 30, 2007, Ferrellgas, L.P. acquired propane distribution
assets with an aggregate value of $35.5 million in eight transactions.These acquisitions were funded by $31.1 million in cash payments, the contribution of net assets
of $2.0 million from Ferrellgas Partners, and the issuance of $2.4 million of liabilities and
other costs and other considerations.The aggregate fair values of these eight transactions were allocated as follows:
 Customer tanks, buildings and land
    
    $
    11,404Non-compete agreements
    
    
    2,051Customer lists
    
    
    17,784Goodwill
    
    
    3,499Working capital
    
    
    712$
    35,450
 22




---



##### 



E.
    
    Accounts receivable securitizationFerrellgas, L.P. transfers certain of its trade accounts receivable to Ferrellgas Receivables,
LLC (Ferrellgas Receivables), a wholly-owned unconsolidated, special purpose entity, and
retains an interest in a portion of these transferred receivables. As these transferred
receivables are subsequently collected and the funding from the accounts receivable
securitization facility is reduced, Ferrellgas, L.P.s retained interest in these receivables is
reduced. The accounts receivable securitization facility consisted of the following:
 April 30,
    
    July 31,2007
    
    2006Retained interest
    
    $
    24,594
    
    
    $
    16,373Accounts receivable transferred
    
    $
    132,500
    
    
    $
    87,500
   For the three months
    
    For the nine monthsended April 30,
    
    ended April 30,2007
    
    2006
    
    2007
    
    2006Net non-cash activity
    
    $
    992
    
    
    $
    761
    
    
    $
    2,573
    
    
    $
    2,191Bad debt expense
    
    $
    
    
    
    $
    259
    
    
    $
    202
    
    
    $
    525
  F.
    
    Supplemental financial statement informationInventories consist of:
 April 30,
    
    
    July 31,2007
    
    
    2006Propane gas and related products
    
    $
    74,269
    
    
    $
    130,644Appliances, parts and supplies
    
    
    24,415
    
    
    
    23,969$
    98,684
    
    
    $
    154,613
  23




---



##### 



For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Loss on disposal of assets
    
    $
    1,471
    
    
    $
    1,334
    
    
    $
    3,935
    
    
    $
    303Loss on transfer of accounts
receivable related to the
accounts receivable securitization
    
    
    2,915
    
    
    
    2,787
    
    
    
    8,699
    
    
    
    8,171Service income related to the accounts
receivable securitization
    
    
    (1,289
    )
    
    
    (1,240
    )
    
    
    (3,042
    )
    
    
    (2,956
    )$
    3,097
    
    
    $
    2,881
    
    
    $
    9,592
    
    
    $
    5,518
  For the three months
    
    
    For the nine monthsended April 30,
    
    
    ended April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expense
    
    $
    44,913
    
    
    $
    35,031
    
    
    $
    122,308
    
    
    $
    114,498Depreciation and amortization expense
    
    
    1,282
    
    
    
    1,389
    
    
    
    4,008
    
    
    
    4,348Equipment lease expense
    
    
    6,003
    
    
    
    5,867
    
    
    
    17,661
    
    
    
    18,390$
    52,198
    
    
    $
    42,287
    
    
    $
    143,977
    
    
    $
    137,236
  April 30,
    
    
    July 31,2007
    
    
    2006Accrued interest
    
    $
    16,534
    
    
    $
    21,804Accrued payroll
    
    
    18,615
    
    
    
    18,724Current portion of long-term debt
    
    
    2,426
    
    
    
    14,758Customer deposits and advances
    
    
    17,428
    
    
    
    45,837Other
    
    
    38,430
    
    
    
    35,665$
    93,433
    
    
    $
    136,788
 24




---



##### 



G.
    
    Long-term debtLong-term debt consists of:
 April 30,
    
    
    July 31,2007
    
    
    2006Senior notesFixed rate, Series C-E, ranging from 7.12% to 7.42% due 2008-2013
    
    $
    204,000
    
    
    $
    241,000Fixed rate, Series B-C, ranging from 8.78% to 8.87%, due
2007-2009
    
    
    163,000
    
    
    
    184,000Fixed rate, 6.75% due 2014, net of unamortized discount
    
    
    249,368
    
    
    
    249,300Credit agreement, variable interest rates, expiring 2010
    
    
    110,694
    
    
    
    45,453Notes payable, due 2007 to 2016, net of unamortized discount
    
    
    9,177
    
    
    
    8,238Capital lease obligations
    
    
    55
    
    
    
    83736,294
    
    
    
    728,074Less: current portion, included in other current liabilities on the condensed consolidated balance sheets
    
    
    2,426
    
    
    
    14,758$
    733,868
    
    
    $
    713,316
   H.
    
    Partners capitalPartnership contributionsOn August 29, 2006, Ferrellgas, L.P. received cash contributions of $46.1 million from
Ferrellgas Partners and the general partner. The proceeds were used to reduce borrowings
outstanding under the unsecured bank credit facility.Partnership distributionsFerrellgas, L.P. paid to Ferrellgas Partners and the general partner distributions of $107.0
million and $1.1 million, respectively, during the nine months ended April 30, 2007. On May 22,
2007, Ferrellgas, L.P. declared distributions to Ferrellgas Partners and the general partner of
$43.5 million and $0.4 million, respectively.
 25




---



##### 



I.
    
    ContingenciesFerrellgas, L.P.s operations are subject to all operating hazards and risks normally incidental
to handling, storing, transporting and otherwise providing for use by consumers of combustible
liquids such as propane. As a result, at any given time, Ferrellgas, L.P. is threatened with or
named as a defendant in various lawsuits arising in the ordinary course of business. Currently,
Ferrellgas, L.P. is not a party to any legal proceedings other than various claims and lawsuits
arising in the ordinary course of business. It is not possible to determine the ultimate
disposition of these matters; however, management is of the opinion that there are no known
claims or contingent claims that are reasonably expected to have a material adverse effect on
the condensed consolidated financial condition, results of operations and cash flows of
Ferrellgas, L.P.J.
    
    Transactions with related partiesReimbursable costsFerrellgas, L.P. has no employees and is managed and controlled by its general partner. Pursuant
to Ferrellgas, L.P.s partnership agreement, the general partner is entitled to reimbursement for
all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, L.P., and
all other necessary or appropriate expenses allocable to Ferrellgas, L.P. or otherwise reasonably
incurred by its general partner in connection with operating Ferrellgas, L.P.s business. These
costs primarily include compensation and benefits paid to employees of the general partner who
perform services on Ferrellgas, L.P.s behalf and are reported in the condensed consolidated
statements of earnings as follows:
 For the three months
    
    For the nine monthsended April 30,
    
    ended April 30,2007
    
    2006
    
    2007
    
    2006Operating expense
    
    $
    53,144
    
    
    $
    52,795
    
    
    $
    155,046
    
    
    $
    155,791General and administrative expense
    
    
    6,147
    
    
    
    5,467
    
    
    
    19,053
    
    
    
    16,921
 Operations
   26




---



##### 



K.
    
    Subsequent events
   27




---



##### 



FERRELLGAS FINANCE CORP.
(A wholly-owned subsidiary of Ferrellgas, L.P.)
 CONDENSED BALANCE SHEETS
(in dollars)
(unaudited)
 April 30
    
    
    July 31,2007
    
    
    2006ASSETSCash
    
    $
    1,000
    
    
    $
    1,000Total assets
    
    $
    1,000
    
    
    $
    1,000STOCKHOLDERS EQUITYCommon stock, $1 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding
    
    $
    1,000
    
    
    $
    1,000Additional paid in capital
    
    
    1,881
    
    
    
    1,776Accumulated deficit
    
    
    (1,881
    )
    
    
    (1,776
    )Total stockholders equity
    
    $
    1,000
    
    
    $
    1,000
 CONDENSED STATEMENTS OF EARNINGS
(in dollars)
(unaudited)
 For the three months ended
    
    
    For the nine months endedApril 30,
    
    
    April 30,2007
    
    
    2006
    
    
    2007
    
    
    2006General and administrative expense
    
    $
    105
    
    
    $
    105
    
    
    $
    105
    
    
    $
    105Net loss
    
    $
    (105
    )
    
    $
    (105
    )
    
    $
    (105
    )
    
    $
    (105
    )
  28




---



##### 



FERRELLGAS FINANCE CORP.
(A wholly-owned subsidiary of Ferrellgas, L.P.)
 CONDENSED STATEMENTS OF CASH FLOWS
(in dollars)
(unaudited)
 For the nine months endedApril 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (105
    )
    
    $
    (105
    )Cash used in operating activities
    
    
    (105
    )
    
    
    (105
    )Cash flows from financing activities:Capital contribution
    
    
    105
    
    
    
    105Cash provided by financing activities
    
    
    105
    
    
    
    105Change in cash
    
    
    
    
    
    
    Cash  beginning of period
    
    
    1,000
    
    
    
    1,000Cash  end of period
    
    $
    1,000
    
    
    $
    1,000
  NOTE TO CONDENSED FINANCIAL STATEMENTS
APRIL 30, 2007
(unaudited)
 A.OrganizationFerrellgas Finance Corp. (the Finance Corp.), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P
(the Partnership).The condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the interim periods
presented. All adjustments to the condensed financial statements were of a normal, recurring nature.The Finance Corp. has nominal assets, does not conduct any operations, has no employees and serves as co-obligor for debt securities of the Partnership.
 29




---



##### 



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    us, we, our, or ours are references exclusively to Ferrellgas Partners, L.P.
together with its consolidated subsidiaries, including Ferrellgas Partners Finance Corp.,
Ferrellgas, L.P. and Ferrellgas Finance Corp., except when used in connection with common
units in which case these terms refer to Ferrellgas Partners, L.P. without its
consolidated subsidiaries;
    
    Ferrellgas Partners refers to Ferrellgas Partners, L.P. itself, without its consolidated subsidiaries;
    
    the operating partnership refers to Ferrellgas, L.P., together with its consolidated subsidiaries, including Ferrellgas Finance Corp.;
    
    our general partner refers to Ferrellgas, Inc.;
    
    Ferrell Companies refers to Ferrell Companies, Inc., the sole shareholder of our general partner;
    
    unitholders refers to holders of common units of Ferrellgas Partners;
    
    customers refers to customers other than our wholesale customers or our other bulk propane distributors and marketers;
    
    propane sales volumes refers to the volume of propane sold to our customers and
excludes any volumes of propane sold to our wholesale customers and other bulk propane
distributors or marketers; and
    
    Notes refers to the notes to the condensed consolidated financial statements of
Ferrellgas Partners or the operating partnership, as applicable.
     30




---



##### 



Overview
      31




---



##### 




    
    capitalize on our national presence and economies of scale;
    
    expand our operations through disciplined acquisitions and internal growth; and
    
    align employee interests with our investors through significant employee ownership.
 Forward-looking statements
    
    
    whether the operating partnership will have sufficient funds to meet its obligations,
including its obligations under its debt securities, and to enable it to distribute to
Ferrellgas Partners sufficient funds to permit Ferrellgas Partners to meet its obligations
with respect to its existing debt and equity securities;
    
    whether Ferrellgas Partners and the operating partnership will continue to meet all of
the quarterly financial tests required by the agreements governing their indebtedness; and
    
    the expectation that revenues  propane and other gas liquids sales, cost of product
sold  propane and other gas liquids sales will increase, while operating loss and net loss
will decrease during the fourth quarter of fiscal 2007 as compared to the same period
during fiscal 2006.
     32




---



##### 




    
    because Ferrellgas Partners issued $268.0 million in aggregate principal amount of 8
3/4% senior secured notes due fiscal 2012 during fiscal 2004 and 2003, the two partnerships
incur different amounts of interest expense on their outstanding indebtedness; see the
statements of earnings in their respective condensed consolidated financial statements; and
    
    Ferrellgas Partners issued common units in several transactions during fiscal 2006 and
2007.
 Results of Operations
 Three months ended April 30, 2007 compared to April 30, 2006
 Favorable(amounts in thousands)
    
    
    
    
    
    
    
    
    
    (unfavorable)Three months ended April 30,
    
    2007
    
    2006
    
    variancePropane sales volumes (gallons)
    
    
    244,407
    
    
    
    231,186
    
    
    
    13,221
    
    
    
    6
    %Propane and other gas liquids sales
    
    $
    531,816
    
    
    $
    466,832
    
    
    $
    64,984
    
    
    
    14
    %Gross margin from propane and other gas liquids sales (a)
    
    
    190,223
    
    
    
    178,468
    
    
    
    11,755
    
    
    
    7
    %Operating income
    
    
    66,515
    
    
    
    53,810
    
    
    
    12,705
    
    
    
    24
    %Interest expense
    
    
    21,534
    
    
    
    20,778
    
    
    
    (756
    )
    
    
    (4
    )%
 
 (a)
    
    Gross margin from propane and other gas liquids sales represents Propane and other gas liquids sales less
Cost of product sold  propane and other gas liquids sales.     33




---



##### 



Interest expense of the operating partnership
  Nine months ended April 30, 2007 compared to April 30, 2006
 Favorable(amounts in thousands)
    
    
    
    
    
    
    
    
    
    (unfavorable)Nine months ended April 30,
    
    2007
    
    2006
    
    VariancePropane sales volumes (gallons)
    
    
    681,567
    
    
    
    681,885
    
    
    
    (318
    )
    
    
    
    %Propane and other gas liquids sales
    
    $
    1,458,732
    
    
    $
    1,400,631
    
    
    
    $58,101
    
    
    
    4
    %Gross margin from propane and other gas liquids sales (a)
    
    
    502,444
    
    
    
    481,005
    
    
    
    21,439
    
    
    
    4
    %Operating income
    
    
    141,318
    
    
    
    128,465
    
    
    
    12,853
    
    
    
    10
    %Interest expense
    
    
    66,243
    
    
    
    62,893
    
    
    
    (3,350
    )
    
    
    (5
    )%
 
 (a)
    
    Gross margin from propane and other gas liquids sales represents Propane and other gas liquids sales less Cost
of product sold  propane and other gas liquids sales.     34




---



##### 



Interest expense of the operating partnership
  Forward-looking statements
  Liquidity and Capital Resources
 General
    35




---



##### 




    
    significantly warmer than normal winter temperatures;
    
    a continued volatile energy commodity cost environment;
    
    an unexpected downturn in business operations; or
    
    a general economic downturn in the United States.
    
    
    a shelf registration statement for the periodic sale of common units, debt securities
and/or other securities. Ferrellgas Partners Finance Corp. may, at our election, be the
co-obligor on any debt securities issued by Ferrellgas Partners under this shelf
registration statement;
    
    an acquisition shelf registration statement for the periodic sale of up to $250.0
million of common units to fund acquisitions. As of May 31, 2007 we had $240.0 million
available under this shelf agreement; and
    
    a shelf registration statement for the periodic sale of up to $200.0 million of common
units in connection with the Ferrellgas Partners direct purchase and distribution
reinvestment plan. As of May 31, 2007 we had $200.0 million available under this shelf
agreement.
 36




---



##### 



Operating Activities
  Accounts receivable securitization
   The operating partnership
  Investing Activities
  Capital expenditures
  37




---



##### 



Acquisition
  Financing Activities
  Common unit issuance
  Distributions
  Bank credit facilities
     
    
    a base rate, which is defined as the higher of the federal funds
rate plus 0.50% or Bank of Americas prime rate (as of April 30,
2007, the federal funds rate and Bank of Americas prime rate were
5.29% and 8.25%, respectively); or
    
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50% (as
of April 30, 2007, the one-month and three-month Eurodollar Rates
were 5.32% and 5.35%, respectively).
 
 38




---



##### 




    
    a significant increase in the wholesale cost of propane;
    
    a significant delay in the collections of accounts receivable;
    
    increased volatility in energy commodity prices related to risk management activities;
    
    increased liquidity requirements imposed by insurance providers;
    
    a significant downgrade in our credit rating;
    
    decreased trade credit; or
    
    a significant acquisition.
  The operating partnership
  Distributions
  Disclosures about Effects of Transactions with Related Parties
   Distributions paidCommon unit
    
    during the nineownership at
    
    months ended AprilApril 30, 2007
    
    30, 2007Ferrell Companies (1)
    
    
    20,080.8
    
    
    $
    30,121FCI Trading Corp. (2)
    
    
    195.7
    
    
    
    294Ferrell Propane, Inc. (3)
    
    
    51.2
    
    
    
    77James E. Ferrell (4)
    
    
    4,292.0
    
    
    
    6,438
 39




---



##### 



(1)
    
    Ferrell Companies is the sole shareholder of our general partner.(2)
    
    FCI Trading Corp. is an affiliate of the general partner and is wholly-owned by
Ferrell Companies.(3)
    
    Ferrell Propane, Inc. is wholly-owned by our general partner.(4)
    
    James E. Ferrell (Mr. Ferrell) is the Chairman and Chief Executive Officer of
our general partner.           ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   40




---



##### 



Commodity Price Risk
      Interest Rate Risk
  41




---



##### 



ITEM 4. CONTROLS AND PROCEDURES
    PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  ITEM 1A. RISK FACTORS
  42




---



##### 



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
  43




---



##### 



ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description2.1
    
    
    Contribution Agreement dated February 8, 2004, by and among FCI Trading Corp.,
Ferrellgas, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P. Incorporated by
reference to Exhibit 2.1 to our Current Report on Form 8-K filed February 12, 2004.3.1
    
    
    Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas
Partners, L.P., dated as of February 18, 2003. Incorporated by reference to Exhibit
4.3 to our Current Report on Form 8-K filed February 18, 2003.3.2
    
    
    First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership
of Ferrellgas Partners, L.P., dated as of March 8, 2003. Incorporated by reference
to Exhibit 3.1 to our Current Report on Form 8-K filed March 8, 2005.3.3
    
    
    Second Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Ferrellgas Partners, L.P., dated as of June 29, 2005. Incorporated
by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 30, 2005.3.4
    
    
    Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership
of Ferrellgas Partners, L.P. dated as of October 11, 2006. Incorporated by
reference to Exhibit 3.4 to our Annual Report on Form 10-K filed October 12, 2006.3.5
    
    
    Certificate of Incorporation for Ferrellgas Partners Finance Corp. Incorporated by
reference to the same numbered Exhibit to our Quarterly Report on Form 10-Q filed
June 13, 1997.3.6
    
    
    Bylaws of Ferrellgas Partners Finance Corp. Incorporated by reference to the same
numbered Exhibit to our Quarterly Report on Form 10-Q filed June 13, 1997.3.7
    
    
    Third Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P.,
dated as of April 7, 2004. Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed April 22, 2004.3.8
    
    
    Certificate of Incorporation of Ferrellgas Finance Corp. Incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K of Ferrellgas Partners, L.P. filed
February 18, 2003.3.9
    
    
    Bylaws of Ferrellgas Finance Corp. Incorporated by reference to Exhibit 4.2 to the
Current Report on Form 8-K of Ferrellgas Partners, L.P. filed February 18, 2003.4.1
    
    
    Specimen Certificate evidencing Common Units representing Limited Partner Interests
(contained in Exhibit 3.1 hereto as Exhibit A thereto).
 44




---



##### 



ExhibitNumber
    
    Description4.2
    
    
    Indenture dated as of September 24, 2002, with form of Note attached, among
Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., and U.S. Bank
National Association, as trustee, relating to 8 3/4% Senior Notes due 2012.
Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed
September 24, 2002.4.3
    
    
    Indenture dated as of April 20, 2004, with form of Note attached, among Ferrellgas
Escrow LLC and Ferrellgas Finance Escrow Corporation and U.S. Bank National
Association, as trustee, relating to 6 3/4% Senior Notes due 2014. Incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 22, 2004.4.4
    
    
    Ferrellgas, L.P. Note Purchase Agreement, dated as of July 1, 1998, relating to:$109,000,000 6.99% Senior Notes, Series A, due August 1, 2005, $37,000,000 7.08%
Senior Notes, Series B, due August 1, 2006, $52,000,000 7.12% Senior Notes, Series
C, due August 1, 2008, $82,000,000 7.24% Senior Notes, Series D, due August 1,
2010, and $70,000,000 7.42% Senior Notes, Series E, due August 1, 2013.
Incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K filed
October 29, 1998.4.5
    
    
    Ferrellgas, L.P. Note Purchase Agreement, dated as of February 28, 2000, relating
to: $21,000,000 8.68% Senior Notes, Series A, due August 1, 2006, $90,000,000 8.78%
Senior Notes, Series B, due August 1, 2007, and $73,000,000 8.87% Senior Notes,
Series C, due August 1, 2009.
Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed
March 16, 2000.4.6
    
    
    Registration Rights Agreement dated as of December 17, 1999, by and between
Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by
reference to Exhibit 4.2 to our Current Report on Form 8-K filed December 29, 2000.4.7
    
    
    First Amendment to the Registration Rights Agreement dated as of March 14, 2000, by
and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc.
Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed
March 16, 2000.4.8
    
    
    Second Amendment to the Registration Rights Agreement dated as of April 6, 2001, by
and between Ferrellgas Partners, L.P. and The Williams Companies, Inc. Incorporated
by reference to Exhibit 10.3 to our Current Report on Form 8-K filed April 6, 2001.4.9
    
    
    Third Amendment to the Registration Rights Agreement dated as of June 29, 2005,
between JEF Capital Management, Inc. and Ferrellgas Partners, L.P. Incorporated by
reference to Exhibit 10.1 to our Current Report of Form 8-K filed June 30, 2005.
 45




---



##### 



ExhibitNumber
    
    Description10.1
    
    
    Fifth Amended and Restated Credit Agreement dated as of April 22, 2005, by and
among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of
the borrower, Bank of America N.A., as administrative agent and swing line lender,
and the lenders and L/C issuers party hereto. Incorporated by reference to Exhibit
10.5 to our Quarterly Report on Form 10-Q filed June 8, 2005.10.2
    
    
    Credit Agreement dated as of May 1, 2007, by and among Ferrellgas, L.P. as the
borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America
N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed May 4, 2007.10.3
    
    
    Lender Addendum dated as of June 6, 2006, by and among Deutsche Bank Trust Company
Americas as the new lender, Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. and
Bank of America, N.A., as Administrative Agent. Incorporated by reference to
Exhibit 10.2 to our Annual Report on Form 10-K filed October 12, 2006.10.4
    
    
    Commitment Increase Agreement dated as of August 28, 2006, by and among Fifth Third
Bank as the lender, Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. and Bank of
America, N.A. as Administrative Agent. Incorporated by reference to Exhibit 10.3 to
our Annual Report on Form 10-K filed October 12, 2006.10.5
    
    
    Amended and Restated Receivable Interest Sale Agreement dated June 7, 2005 between
Ferrellgas, L.P., as originator, and Ferrellgas Receivables, L.L.C., as buyer.
Incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q
filed June 8, 2005.10.6
    
    
    Amendment No. 1 to the Amended and Restated Receivable Interest Sale Agreement and
Subordinated Note dated June 6, 2006 between Ferrellgas, L.P., as originator, and
Ferrellgas Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.11
to our Quarterly Report on Form 10-Q filed on June 8, 2006.10.7
    
    
    Amendment No. 2 to the Amended and Restated Receivable Interest Sale Agreement
dated June 6, 2006 between Ferrellgas, L.P., as originator, and Ferrellgas
Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.6 to our Annual
Report on Form 10-K filed October 12, 2006.10.8
    
    
    Amendment No. 3 to the Amended and Restated Receivable Interest Sale Agreement
dated May 31, 2007 between Ferrellgas, L.P., as originator, and Ferrellgas
Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K Filed June 1, 2007.10.9
    
    
    Second Amended and Restated Receivables Purchase Agreement dated as of June 6,
2006, by and among Ferrellgas Receivables, L.L.C., as seller, Ferrellgas, L.P., as
servicer, Jupiter Securitization Corporation, the financial institutions from time
to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as agent.
Incorporated by reference to Exhibit 10.19 to our Quarterly Report on Form 10-Q
filed June 8, 2006.
 46




---



##### 



ExhibitNumber
    
    Description10.10
    
    
    Amendment No. 1 to Second Amended and Restated Receivables Purchase Agreement dated
August 18, 2006, by and among Ferrellgas Receivables, LLC, as seller, Ferrellgas,
L.P., as servicer, Jupiter Securitization Corporation, the financial institutions
from time to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as
agent. Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K
filed August 18, 2006.10.11
    
    
    Amendment No. 2 to Second Amended and Restated Receivables Purchase Agreement dated
May 31, 2007, by and among Ferrellgas Receivables, LLC, as seller, Ferrellgas,
L.P., as servicer, Jupiter Securitization Corporation, the financial institutions
from time to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as
agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed June 1, 2007.10.12
    
    
    Agreement and Plan of Merger dated as of February 8, 2004, by and among Blue Rhino
Corporation, FCI Trading Corp., Diesel Acquisition, LLC and Ferrell Companies, Inc.
Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed
February 13, 2004.10.13
    
    
    First Amendment to the Agreement and Plan of Merger dated as of March 16, 2004, by
and among Blue Rhino Corporation, FCI Trading Corp., Diesel Acquisition, LLC, and
Ferrell Companies, Inc. Incorporated by reference to Exhibit 99.1 to our Current
Report on Form 8-K filed April 2, 2004.10.14
    
    
    Asset Purchase Agreement dated as of June 22, 2005 by and among Ferrellgas, L.P.,
Ferrellgas, Inc. and Enterprise Products Operating L.P. Incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2005.10.15
    
    
    Real Property Contribution Agreement dated February 8, 2004, between Ferrellgas
Partners, L.P. and Billy D. Prim. Incorporated by reference to Exhibit 10.15 to our
Quarterly Report on Form 10-Q filed June 14, 2004.10.16
    
    
    Unit Purchase Agreement dated February 8, 2004, between Ferrellgas Partners, L.P.
and Billy D. Prim. Incorporated by reference to Exhibit 4.5 to our Form S-3 filed
May 21, 2004.10.17
    
    
    Unit Purchase Agreement dated February 8, 2004, between Ferrellgas Partners, L.P.
and James E. Ferrell. Incorporated by reference to Exhibit 99.3 to our Current
Report on Form 8-K filed February 12, 2004.#
    
    
    10.18
    
    
    Ferrell Companies, Inc. Supplemental Savings Plan, restated January 1, 2000.
Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed
February 18, 2003.#
    
    
    10.19
    
    
    Second Amended and Restated Ferrellgas Unit Option Plan. Incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed June 5, 2001.#
    
    
    10.20
    
    
    Ferrell Companies, Inc. 1998 Incentive Compensation Plan, as amended and restated
effective October 11, 2004. Incorporated by reference to Exhibit 10.23 to our
Annual Report on Form 10-K filed October 13, 2004.
 47




---



##### 



ExhibitNumber
    
    Description#
    
    
    10.21
    
    
    Employment Agreement between James E. Ferrell and Ferrellgas, Inc., dated July 31,
1998. Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K
filed October 29, 1998.#
    
    
    10.22
    
    
    Waiver to Employment, Confidentiality, and Non-Compete Agreement by and among
Ferrell Companies, Inc., Ferrellgas, Inc., James E. Ferrell and Greatbanc Trust
Company, dated as of December 19, 2006. Incorporated by reference to Exhibit 10.19
to our Quarterly Report on Form 10-Q filed March 9, 2007.#
    
    
    10.23
    
    
    Amended and Restated Employment Agreement dated October 11, 2004, by and among
Ferrellgas, Inc., Ferrell Companies, Inc. and Billy D. Prim. Incorporated by
reference to Exhibit 10.25 to our Annual Report on Form 10-K filed October 13,
2004.#
    
    
    10.24
    
    
    Separation Agreement and Release dated March 9, 2006 between Timothy E. Scronce and
Ferrellgas, Inc. Incorporated by reference to Exhibit 10.28 to our Quarterly Report
on Form 10-Q filed March 10, 2006.#
    
    
    10.25
    
    
    Agreement and Release dated as of May 11, 2006 by and among Jeffrey B. Ward,
Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
Ferrellgas, L.P. Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed June 22, 2006.#
    
    
    10.26
    
    
    Agreement and Release dated as of August 15, 2006 by and among Kenneth A. Heinz,
Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
Ferrellgas, L.P. Incorporated by reference to Exhibit 99.1 to our Current Report on
Form 8-K filed August 18, 2006.#
    
    
    10.27
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Stephen L.
Wambold and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.23 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.28
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Eugene D.
Caresia and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.24 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.29
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Kevin T.
Kelly and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.26 to our Annual
Report on Form 10-K filed October 12, 2006.#
    
    
    10.30
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Brian J.
Kline and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.27 to our Annual
Report on Form 10-K filed October 12, 2006.#
    
    
    10.31
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between George L.
Koloroutis and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.28 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.32
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Patrick J.
Walsh and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.29 to our Annual
Report on Form 10-K filed October 12, 2006.
 48




---



##### 



ExhibitNumber
    
    Description#
    
    
    10.33
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between James E.
Ferrell and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.30 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.34
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between
Tod D. Brown and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.31 to our
Annual Report on Form 10-K filed October 12, 2006.*
    
    
    31.1
    
    
    Certification of Ferrellgas Partners, L.P. pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act.*
    
    
    31.2
    
    
    Certification of Ferrellgas Partners Finance Corp. pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Exchange Act.*
    
    
    31.3
    
    
    Certification of Ferrellgas, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act.*
    
    
    31.4
    
    
    Certification of Ferrellgas Finance Corp. pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act.*
    
    
    32.1
    
    
    Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350.*
    
    
    32.2
    
    
    Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section
1350.*
    
    
    32.3
    
    
    Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350.*
    
    
    32.4
    
    
    Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Filed herewith#
    
    Management contracts or compensatory plans. 49




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##### 



SIGNATURES
  FERRELLGAS PARTNERS, L.P.
By Ferrellgas, Inc. (General Partner)Date:      June 7, 2007
    By
    /s/ Kevin T. KellyKevin T. KellySenior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer) FERRELLGAS PARTNERS FINANCE CORP.Date:      June 7, 2007
    By
    /s/ Kevin T. KellyKevin T. KellySenior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer) FERRELLGAS, L.P.
By Ferrellgas, Inc. (General Partner)Date:      June 7, 2007
    By
    /s/ Kevin T. KellyKevin T. KellySenior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer) FERRELLGAS FINANCE CORP.Date:      June 7, 2007
    By
    /s/ Kevin T. KellyKevin T. KellySenior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer) 50




---



##### 



Index to Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    Contribution Agreement dated February 8, 2004, by and among FCI Trading Corp.,
Ferrellgas, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P. Incorporated by
reference to Exhibit 2.1 to our Current Report on Form 8-K filed February 12, 2004.3.1
    
    
    Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas
Partners, L.P., dated as of February 18, 2003. Incorporated by reference to Exhibit
4.3 to our Current Report on Form 8-K filed February 18, 2003.3.2
    
    
    First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership
of Ferrellgas Partners, L.P., dated as of March 8, 2003. Incorporated by reference
to Exhibit 3.1 to our Current Report on Form 8-K filed March 8, 2005.3.3
    
    
    Second Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Ferrellgas Partners, L.P., dated as of June 29, 2005. Incorporated
by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 30, 2005.3.4
    
    
    Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership
of Ferrellgas Partners, L.P. dated as of October 11, 2006. Incorporated by
reference to Exhibit 3.4 to our Annual Report on Form 10-K filed October 12, 2006.3.5
    
    
    Certificate of Incorporation for Ferrellgas Partners Finance Corp. Incorporated by
reference to the same numbered Exhibit to our Quarterly Report on Form 10-Q filed
June 13, 1997.3.6
    
    
    Bylaws of Ferrellgas Partners Finance Corp. Incorporated by reference to the same
numbered Exhibit to our Quarterly Report on Form 10-Q filed June 13, 1997.3.7
    
    
    Third Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P.,
dated as of April 7, 2004. Incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed April 22, 2004.3.8
    
    
    Certificate of Incorporation of Ferrellgas Finance Corp. Incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K of Ferrellgas Partners, L.P. filed
February 18, 2003.3.9
    
    
    Bylaws of Ferrellgas Finance Corp. Incorporated by reference to Exhibit 4.2 to the
Current Report on Form 8-K of Ferrellgas Partners, L.P. filed February 18, 2003.4.1
    
    
    Specimen Certificate evidencing Common Units representing Limited Partner Interests
(contained in Exhibit 3.1 hereto as Exhibit A thereto).




---



##### 



ExhibitNumber
    
    Description4.2
    
    
    Indenture dated as of September 24, 2002, with form of Note attached, among
Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., and U.S. Bank
National Association, as trustee, relating to 8 3/4% Senior Notes due 2012.
Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed
September 24, 2002.4.3
    
    
    Indenture dated as of April 20, 2004, with form of Note attached, among Ferrellgas
Escrow LLC and Ferrellgas Finance Escrow Corporation and U.S. Bank National
Association, as trustee, relating to 6 3/4% Senior Notes due 2014. Incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 22, 2004.4.4
    
    
    Ferrellgas, L.P. Note Purchase Agreement, dated as of July 1, 1998, relating to:$109,000,000 6.99% Senior Notes, Series A, due August 1, 2005, $37,000,000 7.08%
Senior Notes, Series B, due August 1, 2006, $52,000,000 7.12% Senior Notes, Series
C, due August 1, 2008, $82,000,000 7.24% Senior Notes, Series D, due August 1,
2010, and $70,000,000 7.42% Senior Notes, Series E, due August 1, 2013.
Incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K filed
October 29, 1998.4.5
    
    
    Ferrellgas, L.P. Note Purchase Agreement, dated as of February 28, 2000, relating
to: $21,000,000 8.68% Senior Notes, Series A, due August 1, 2006, $90,000,000 8.78%
Senior Notes, Series B, due August 1, 2007, and $73,000,000 8.87% Senior Notes,
Series C, due August 1, 2009.
Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q filed
March 16, 2000.4.6
    
    
    Registration Rights Agreement dated as of December 17, 1999, by and between
Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by
reference to Exhibit 4.2 to our Current Report on Form 8-K filed December 29, 2000.4.7
    
    
    First Amendment to the Registration Rights Agreement dated as of March 14, 2000, by
and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc.
Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed
March 16, 2000.4.8
    
    
    Second Amendment to the Registration Rights Agreement dated as of April 6, 2001, by
and between Ferrellgas Partners, L.P. and The Williams Companies, Inc. Incorporated
by reference to Exhibit 10.3 to our Current Report on Form 8-K filed April 6, 2001.4.9
    
    
    Third Amendment to the Registration Rights Agreement dated as of June 29, 2005,
between JEF Capital Management, Inc. and Ferrellgas Partners, L.P. Incorporated by
reference to Exhibit 10.1 to our Current Report of Form 8-K filed June 30, 2005.




---



##### 



ExhibitNumber
    
    Description10.1
    
    
    Fifth Amended and Restated Credit Agreement dated as of April 22, 2005, by and
among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of
the borrower, Bank of America N.A., as administrative agent and swing line lender,
and the lenders and L/C issuers party hereto. Incorporated by reference to Exhibit
10.5 to our Quarterly Report on Form 10-Q filed June 8, 2005.10.2
    
    
    Credit Agreement dated as of May 1, 2007, by and among Ferrellgas, L.P. as the
borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America
N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed May 4, 2007.10.3
    
    
    Lender Addendum dated as of June 6, 2006, by and among Deutsche Bank Trust Company
Americas as the new lender, Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. and
Bank of America, N.A., as Administrative Agent. Incorporated by reference to
Exhibit 10.2 to our Annual Report on Form 10-K filed October 12, 2006.10.4
    
    
    Commitment Increase Agreement dated as of August 28, 2006, by and among Fifth Third
Bank as the lender, Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. and Bank of
America, N.A. as Administrative Agent. Incorporated by reference to Exhibit 10.3 to
our Annual Report on Form 10-K filed October 12, 2006.10.5
    
    
    Amended and Restated Receivable Interest Sale Agreement dated June 7, 2005 between
Ferrellgas, L.P., as originator, and Ferrellgas Receivables, L.L.C., as buyer.
Incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q
filed June 8, 2005.10.6
    
    
    Amendment No. 1 to the Amended and Restated Receivable Interest Sale Agreement and
Subordinated Note dated June 6, 2006 between Ferrellgas, L.P., as originator, and
Ferrellgas Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.11
to our Quarterly Report on Form 10-Q filed on June 8, 2006.10.7
    
    
    Amendment No. 2 to the Amended and Restated Receivable Interest Sale Agreement
dated June 6, 2006 between Ferrellgas, L.P., as originator, and Ferrellgas
Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.6 to our Annual
Report on Form 10-K filed October 12, 2006.10.8
    
    
    Amendment No. 3 to the Amended and Restated Receivable Interest Sale Agreement
dated May 31, 2007 between Ferrellgas, L.P., as originator, and Ferrellgas
Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K Filed June 1, 2007.10.9
    
    
    Second Amended and Restated Receivables Purchase Agreement dated as of June 6,
2006, by and among Ferrellgas Receivables, L.L.C., as seller, Ferrellgas, L.P., as
servicer, Jupiter Securitization Corporation, the financial institutions from time
to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as agent.
Incorporated by reference to Exhibit 10.19 to our Quarterly Report on Form 10-Q
filed June 8, 2006.




---



##### 



ExhibitNumber
    
    Description10.10
    
    
    Amendment No. 1 to Second Amended and Restated Receivables Purchase Agreement dated
August 18, 2006, by and among Ferrellgas Receivables, LLC, as seller, Ferrellgas,
L.P., as servicer, Jupiter Securitization Corporation, the financial institutions
from time to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as
agent. Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K
filed August 18, 2006.10.11
    
    
    Amendment No. 2 to Second Amended and Restated Receivables Purchase Agreement dated
May 31, 2007, by and among Ferrellgas Receivables, LLC, as seller, Ferrellgas,
L.P., as servicer, Jupiter Securitization Corporation, the financial institutions
from time to time party hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as
agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed June 1, 2007.10.12
    
    
    Agreement and Plan of Merger dated as of February 8, 2004, by and among Blue Rhino
Corporation, FCI Trading Corp., Diesel Acquisition, LLC and Ferrell Companies, Inc.
Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed
February 13, 2004.10.13
    
    
    First Amendment to the Agreement and Plan of Merger dated as of March 16, 2004, by
and among Blue Rhino Corporation, FCI Trading Corp., Diesel Acquisition, LLC, and
Ferrell Companies, Inc. Incorporated by reference to Exhibit 99.1 to our Current
Report on Form 8-K filed April 2, 2004.10.14
    
    
    Asset Purchase Agreement dated as of June 22, 2005 by and among Ferrellgas, L.P.,
Ferrellgas, Inc. and Enterprise Products Operating L.P. Incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2005.10.15
    
    
    Real Property Contribution Agreement dated February 8, 2004, between Ferrellgas
Partners, L.P. and Billy D. Prim. Incorporated by reference to Exhibit 10.15 to our
Quarterly Report on Form 10-Q filed June 14, 2004.10.16
    
    
    Unit Purchase Agreement dated February 8, 2004, between Ferrellgas Partners, L.P.
and Billy D. Prim. Incorporated by reference to Exhibit 4.5 to our Form S-3 filed
May 21, 2004.10.17
    
    
    Unit Purchase Agreement dated February 8, 2004, between Ferrellgas Partners, L.P.
and James E. Ferrell. Incorporated by reference to Exhibit 99.3 to our Current
Report on Form 8-K filed February 12, 2004.#
    
    
    10.18
    
    
    Ferrell Companies, Inc. Supplemental Savings Plan, restated January 1, 2000.
Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed
February 18, 2003.#
    
    
    10.19
    
    
    Second Amended and Restated Ferrellgas Unit Option Plan. Incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed June 5, 2001.#
    
    
    10.20
    
    
    Ferrell Companies, Inc. 1998 Incentive Compensation Plan, as amended and restated
effective October 11, 2004. Incorporated by reference to Exhibit 10.23 to our
Annual Report on Form 10-K filed October 13, 2004.




---



##### 



ExhibitNumber
    
    Description#
    
    
    10.21
    
    
    Employment Agreement between James E. Ferrell and Ferrellgas, Inc., dated July 31,
1998. Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K
filed October 29, 1998.#
    
    
    10.22
    
    
    Waiver to Employment, Confidentiality, and Non-Compete Agreement by and among
Ferrell Companies, Inc., Ferrellgas, Inc., James E. Ferrell and Greatbanc Trust
Company, dated as of December 19, 2006. Incorporated by reference to Exhibit 10.19
to our Quarterly Report on Form 10-Q filed March 9, 2007.#
    
    
    10.23
    
    
    Amended and Restated Employment Agreement dated October 11, 2004, by and among
Ferrellgas, Inc., Ferrell Companies, Inc. and Billy D. Prim. Incorporated by
reference to Exhibit 10.25 to our Annual Report on Form 10-K filed October 13,
2004.#
    
    
    10.24
    
    
    Separation Agreement and Release dated March 9, 2006 between Timothy E. Scronce and
Ferrellgas, Inc. Incorporated by reference to Exhibit 10.28 to our Quarterly Report
on Form 10-Q filed March 10, 2006.#
    
    
    10.25
    
    
    Agreement and Release dated as of May 11, 2006 by and among Jeffrey B. Ward,
Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
Ferrellgas, L.P. Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed June 22, 2006.#
    
    
    10.26
    
    
    Agreement and Release dated as of August 15, 2006 by and among Kenneth A. Heinz,
Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
Ferrellgas, L.P. Incorporated by reference to Exhibit 99.1 to our Current Report on
Form 8-K filed August 18, 2006.#
    
    
    10.27
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Stephen L.
Wambold and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.23 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.28
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Eugene D.
Caresia and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.24 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.29
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Kevin T.
Kelly and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.26 to our Annual
Report on Form 10-K filed October 12, 2006.#
    
    
    10.30
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Brian J.
Kline and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.27 to our Annual
Report on Form 10-K filed October 12, 2006.#
    
    
    10.31
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between George L.
Koloroutis and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.28 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.32
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between Patrick J.
Walsh and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.29 to our Annual
Report on Form 10-K filed October 12, 2006.




---



##### 



ExhibitNumber
    
    Description#
    
    
    10.33
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between James E.
Ferrell and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.30 to our
Annual Report on Form 10-K filed October 12, 2006.#
    
    
    10.34
    
    
    Change In Control Agreement dated as of October 9, 2006 by and between
Tod D. Brown and Ferrellgas, Inc. Incorporated by reference to Exhibit 10.31 to our
Annual Report on Form 10-K filed October 12, 2006.*
    
    
    31.1
    
    
    Certification of Ferrellgas Partners, L.P. pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act.*
    
    
    31.2
    
    
    Certification of Ferrellgas Partners Finance Corp. pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Exchange Act.*
    
    
    31.3
    
    
    Certification of Ferrellgas, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act.*
    
    
    31.4
    
    
    Certification of Ferrellgas Finance Corp. pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act.*
    
    
    32.1
    
    
    Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350.*
    
    
    32.2
    
    
    Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section
1350.*
    
    
    32.3
    
    
    Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350.*
    
    
    32.4
    
    
    Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Filed herewith#
    
    Management contracts or compensatory plans.