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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
 Commission file number 1-13692
 AMERIGAS PARTNERS, L.P.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    23-2787918(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 (Address of Principal Executive Offices) (Zip Code)    (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of each Exchange on Which RegisteredCommon Units representing limited partner interests
    
    New York Stock Exchange, Inc.Securities registered pursuant
to Section 12(g) of the Act: None
 Yes þ No o
 Yes o No þ
 þ o
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I:
    
    
    3Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    17Item 2. Properties
    
    
    17Item 3. Legal Proceedings
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17PART II:
    
    
    18Item 5. Market for Registrants Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
    
    
    18Item 6. Selected Financial Data
    
    
    19Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 8. Financial Statements and Supplementary Data
    
    
    32Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    32Item 9A. Controls and Procedures
    
    
    32Item 9B. Other Information
    
    
    32PART III:
    
    
    32Item 10. Directors, Executive Officers and Corporate Governance
    
    
    32Item 11. Executive Compensation
    
    
    37Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters
    
    
    59Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    61Item 14. Principal Accountant Fees and Services
    
    
    63PART IV:
    
    
    64Item 15. Exhibits and Financial Statement Schedules
    
    
    64Signatures
    
    
    69Index to Financial Statements and Financial Statement Schedules
    
    
    F-2Exhibit 3.1Exhibit 10.4Exhibit 10.6Exhibit 10.7Exhibit 10.44Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99
   2




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PART I:
 
 ITEM 1. BUSINESS
 General
    Business Strategy
  Global Climate Change
  General Partner Information
   3




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General Industry Information
    Products, Services and Marketing
   4




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Propane Supply and Storage
    5




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Average Propane Spot Market Prices
 
 Competition
   6




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Trade Names, Trade and Service Marks
 ® ®
 Seasonality
   Government Regulation
   7




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Employees
  
 ITEM 1A. RISK FACTORS
  Risks Related to Our Business
 Decreases in the demand for propane because of warmer-than-normal heating season weather or
unfavorable weather may adversely affect our results of operations.
    8




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Our profitability is subject to propane pricing and inventory risk.
  High propane prices can lead to customer conservation, resulting in reduced demand for our product.
  Volatility in credit and capital markets may restrict our ability to grow, increase the likelihood
of defaults by our customers and counterparties and adversely affect our operating results.
  Supplier defaults may have a negative effect on our operating results.
  Changes in commodity market prices may have a negative effect on our liquidity.
  Our operations may be adversely affected by competition from other energy sources.
    9




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Our ability to increase revenues is adversely affected by the maturity of the retail propane
industry.
  Our ability to grow will be adversely affected if we are not successful in making acquisitions or
integrating the acquisitions we have made.
   We are subject to operating and litigation risks that may not be covered by insurance.
  We may be unable to respond effectively to competition, which may adversely affect our operating
results.
  Our net income will decrease if we are required to incur additional costs to comply with new
governmental safety, health, transportation and environmental regulations.
   10




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Our operations, capital expenditures and financial results may be affected by regulatory changes
and/or market responses to global climate change.
   Risks Inherent in an Investment in Our Common Units
 Cash distributions are not guaranteed and may fluctuate with our performance.
  
    
    our cash flow generated by operations;
    
    the weather in our areas of operation;
    
    our borrowing capacity under our bank credit facilities;
    
    required principal and interest payments on our debt;
    
    fluctuations in our working capital;
    
    our cost of acquisitions (including related debt service payments);
    
    restrictions contained in our debt instruments;
    
    our capital expenditures;
    
    our issuances of debt and equity securities;
    
    reserves made by our General Partner in its discretion;
    
    prevailing economic and industry conditions; and
    
    financial, business and other factors, a number of which are beyond our control.
  11




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Our General Partner has broad discretion to determine the amount of available cash for
distribution to holders of our equity securities through the establishment and maintenance of cash
reserves, thereby potentially lessening and limiting the amount of available cash eligible for
distribution.
  
    
    to comply with terms of any of our agreements or obligations, including the establishment
of reserves to fund the future payment of interest and principal on our debt securities;
    
    to provide for level distributions of cash notwithstanding the seasonality of our
business; and
    
    to provide for future capital expenditures and other payments deemed by our General
Partner to be necessary or advisable.
  Holders of Common Units may experience dilution of their interests.
  The market price of the Common Units may be adversely affected by various change of management
provisions.
  Restrictive covenants in the agreements governing our indebtedness and other financial obligations
may reduce our operating flexibility.
  
    
    incur additional indebtedness;
    
    engage in transactions with affiliates;
    
    create or incur liens;
  12




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
    
    sell assets;
    
    make restricted payments, loans and investments;
    
    enter into business combinations and asset sale transactions; and
    
    engage in other lines of business.
 Holders of Common Units have limited voting rights, management and control of us.
  Holders of Common Units may be required to sell their Common Units against their will.
  Holders of Common Units may not have limited liability in certain circumstances and may be liable
for the return of distributions that cause our liabilities to exceed our assets.
   Our General Partner has conflicts of interest and limited fiduciary responsibilities, which may
permit our General Partner to favor its own interest to the detriment of holders of Common Units.
   13




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
    
    Decisions of our General Partner with respect to the amount and timing of cash
expenditures, borrowings, issuances of additional units and reserves in any quarter affect
whether and the extent to which there is sufficient available cash from operating surplus to
make quarterly distributions in a given quarter. In addition, actions by our General Partner
may have the effect of enabling the General Partner to receive distributions that exceed 2%
of total distributions.
 
    
    AmeriGas Partners does not have any employees and relies solely on employees of the
General Partner and its affiliates.
 
    
    Under the terms of the Partnership Agreement, we reimburse our General Partner and its
affiliates for costs incurred in managing and operating AmeriGas Partners, including costs
incurred in rendering corporate staff and support services to us.
 
    
    Any agreements between us and our General Partner and its affiliates do not grant to the
holders of Common Units, separate and apart from AmeriGas Partners, the right to enforce the
obligations of our General Partner and such affiliates in our favor. Therefore, the General
Partner, in its capacity as the general partner of AmeriGas Partners, is primarily
responsible for enforcing such obligations.
 
    
    Under the terms of the Partnership Agreement, our General Partner is not restricted from
causing us to pay the General Partner or its affiliates for any services rendered on terms
that are fair and reasonable to us or entering into additional contractual arrangements with
any of such entities on behalf of AmeriGas Partners. Neither the Partnership Agreement nor
any of the other agreements, contracts and arrangements between us, on the one hand, and the
General Partner and its affiliates, on the other, are or will be the result of arms-length
negotiations.
 
    
    Our General Partner may exercise its right to call for and purchase units as provided in
the Partnership Agreement or assign such right to one of its affiliates or to us.
   Our General Partner may voluntarily withdraw or sell its general partner interest.
   14




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Tax Risks
 The IRS could treat us as a corporation for tax purposes or changes in federal or state laws could
subject us to entity-level taxation, which would substantially reduce the cash available for
distribution to holders of Common Units.
    States may subject partnerships to entity-level taxation in the future; thereby decreasing the
amount of cash available to us for distributions and potentially causing a decrease in our
distribution levels.
  Holders of Common Units will likely be subject to state, local and other taxes in states where
holders of Common Units live or as a result of an investment in the Common Units.
  A successful IRS contest of the federal income tax positions that we take may adversely affect the
market for Common Units and the costs of any contest will be borne directly or indirectly by the
unitholders and our General Partner.
  Holders of Common Units may be required to pay taxes even if they do not receive any cash
distributions.
   15




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Ownership of Common Units may have adverse tax consequences for tax-exempt organizations and
certain other investors.
  There are limits on the deductibility of losses that may adversely affect holders of Common Units.
  Our tax shelter registration could increase the risk of a potential audit by the IRS.
 number: 95-192000149.
 Tax gain or loss on disposition of Common Units could be different than expected.
  The reporting of partnership tax information is complicated and subject to audits.
  There is a possibility of loss of tax benefits relating to nonconformity of Common Units and
nonconforming depreciation conventions.
   16




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Holders of Common Units may have negative tax consequences if we default on our debt or sell
assets.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   Approximate Quantity & Equipment Type
    

%
Owned
    
    
    % Leased540
    
    
    Trailers
    
    
    89
    
    
    
    11290
    
    
    Tractors
    
    
    29
    
    
    
    71180
    
    
    Railroad tank cars
    
    
    0
    
    
    
    1002,640
    
    
    Bobtail trucks
    
    
    13
    
    
    
    87350
    
    
    Rack trucks
    
    
    9
    
    
    
    912,200
    
    
    Service and delivery trucks
    
    
    16
    
    
    
    84
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   17




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PART II:
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  Price Range
    
    
    Cash2008 Fiscal Year
    
    High
    
    
    Low
    
    
    DistributionFourth Quarter
    
    $
    32.42
    
    
    $
    28.84
    
    
    $
    0.64Third Quarter
    
    
    35.90
    
    
    
    30.25
    
    
    
    0.64Second Quarter
    
    
    36.81
    
    
    
    29.46
    
    
    
    0.61First Quarter
    
    
    37.90
    
    
    
    34.71
    
    
    
    0.61
 Price Range
    
    
    Cash2007 Fiscal Year
    
    High
    
    
    Low
    
    
    DistributionFourth Quarter
    
    $
    38.00
    
    
    $
    31.20
    
    
    $
    0.86Third Quarter
    
    
    38.89
    
    
    
    32.62
    
    
    
    0.61Second Quarter
    
    
    34.00
    
    
    
    31.28
    
    
    
    0.58First Quarter
    
    
    33.10
    
    
    
    30.35
    
    
    
    0.58
    18




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ITEM 6. SELECTED FINANCIAL DATA
 Year Ended September 30,(Thousands of dollars, except per share amounts)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004FOR THE PERIOD:Income statement data:Revenues
    
    $
    2,815,189
    
    
    $
    2,277,375
    
    
    $
    2,119,266
    
    
    $
    1,963,256
    
    
    $
    1,775,900Net income
    
    $
    158,019
    
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854Limited partners interest in net income
    
    $
    155,741
    
    
    $
    185,184
    
    
    $
    90,246
    
    
    $
    60,237
    
    
    $
    90,935Income per limited partner unit  basic and
diluted (a)
    
    $
    2.70
    
    
    $
    3.15
    
    
    $
    1.59
    
    
    $
    1.10
    
    
    $
    1.71Cash distributions declared per limited
partner unit
    
    $
    2.50
    
    
    $
    2.63
    
    
    $
    2.28
    
    
    $
    2.22
    
    
    $
    2.20AT PERIOD END:Balance sheet data:Current assets
    
    $
    425,096
    
    
    $
    375,020
    
    
    $
    368,209
    
    
    $
    417,740
    
    
    $
    298,116Total assets
    
    
    1,725,073
    
    
    
    1,696,784
    
    
    
    1,611,767
    
    
    
    1,663,075
    
    
    
    1,550,227Current liabilities (excluding debt)
    
    
    461,095
    
    
    
    376,668
    
    
    
    378,331
    
    
    
    338,928
    
    
    
    292,402Total debt
    
    
    933,390
    
    
    
    933,042
    
    
    
    933,746
    
    
    
    913,502
    
    
    
    901,351Minority interests
    
    
    10,723
    
    
    
    11,386
    
    
    
    10,448
    
    
    
    8,570
    
    
    
    7,749Partners capital
    
    
    247,375
    
    
    
    311,228
    
    
    
    221,503
    
    
    
    337,417
    
    
    
    289,038OTHER DATA:Capital
expenditures (including capital leases)
    
    $
    62,756
    
    
    $
    73,764
    
    
    $
    70,915
    
    
    $
    63,584
    
    
    $
    62,303Retail propane gallons sold (millions)
    
    
    993.2
    
    
    
    1,006.7
    
    
    
    975.2
    
    
    
    1,034.9
    
    
    
    1,059.1Degree days  % warmer than
normal (b)
    
    
    3.4
    
    
    
    6.5
    
    
    
    10.2
    
    
    
    6.9
    
    
    
    4.9
 (a)
    
    Calculated in accordance with Emerging Issues Task Force Issue No. 03-6, Participating
Securities and the Two-Class Method under FASB Statement No. 128.(b)
    
    Deviation from average heating degree days for the 30-year period of 1971-2000 based upon
national weather statistics provided by the National Oceanic and Atmospheric Administration
(NOAA) for 335 airports in the United States, excluding Alaska.  19




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  EXECUTIVE OVERVIEW
     20




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Analysis of Results of Operations
  Year Ended September 30,(Millions of dollars, except where noted)
    
    2008
    
    
    2007
    
    
    2006Gallons sold (millions):Retail
    
    
    993.2
    
    
    
    1,006.7
    
    
    
    975.2Wholesale
    
    
    111.2
    
    
    
    117.4
    
    
    
    119.71,104.4
    
    
    
    1,124.1
    
    
    
    1,094.9Revenues:Retail propane
    
    $
    2,439.2
    
    
    $
    1,958.5
    
    
    $
    1,816.0Wholesale propane
    
    
    185.4
    
    
    
    137.6
    
    
    
    137.7Other
    
    
    190.6
    
    
    
    181.3
    
    
    
    165.6$
    2,815.2
    
    
    $
    2,277.4
    
    
    $
    2,119.3Total margin (a)
    
    $
    906.9
    
    
    $
    840.2
    
    
    $
    775.5EBITDA (b)
    
    $
    313.0
    
    
    $
    338.7
    
    
    $
    237.9Operating income
    
    $
    234.9
    
    
    $
    265.7
    
    
    $
    184.1Net income
    
    $
    158.0
    
    
    $
    190.8
    
    
    $
    91.2Degree days  % warmer than normal (c)
    
    
    3.4
    %
    
    
    6.5
    %
    
    
    10.2
    %
 (a)
    
    Total margin represents total revenues less cost of sales  propane and cost of sales 
other.(b)
    
    Earnings before interest expense, income taxes, depreciation and amortization (EBITDA)
should not be considered as an alternative to net income (as an indicator of operating
performance) and is not a measure of performance or financial condition under accounting
principles generally accepted in the United States of America (GAAP). Management believes
EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the
Partnerships operating performance with other companies within the propane industry and (2)
assess its ability to meet loan covenants. The Partnerships definition of EBITDA may be
different from that used by other companies. Management uses EBITDA to compare
year-over-year profitability of the business without regard to capital structure as well as
to compare the relative performance of the Partnership to that of other master limited
partnerships without regard to their financing methods, capital structure, income taxes or
historical cost basis. In view of the omission of interest, income taxes, depreciation and
amortization from EBITDA, management also assesses the profitability of the business by
comparing net income for the relevant years. Management also uses EBITDA to assess the
Partnerships profitability because its parent, UGI Corporation, uses the Partnerships
EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the
Partnerships EBITDA as the profitability measure to comply with the requirement in
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, to provide profitability information about its domestic
propane segment.  Year Ended September 30,2008
    
    
    2007
    
    
    2006Net income
    
    $
    158.0
    
    
    $
    190.8
    
    
    $
    91.2Income tax expense
    
    
    1.7
    
    
    
    0.8
    
    
    
    0.2Interest expense
    
    
    72.9
    
    
    
    71.5
    
    
    
    74.1Depreciation
    
    
    75.7
    
    
    
    71.6
    
    
    
    67.8Amortization
    
    
    4.7
    
    
    
    4.0
    
    
    
    4.6EBITDA
    
    $
    313.0
    
    
    $
    338.7
    
    
    $
    237.9
 (c)
    
    Deviation from average heating degree days for the 30-year period 1971-2000 based upon
national weather statistics provided by the National Oceanic and Atmospheric Administration
(NOAA) for 335 airports in the United States, excluding Alaska.  21




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Fiscal 2008 Compared with Fiscal 2007
      Fiscal 2007 Compared with Fiscal 2006
    22




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Financial Condition and Liquidity
 Capitalization and Liquidity
     23




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Partnership Distributions
  1.
    
    cash on hand at the end of such quarter,2.
    
    plus all additional cash on hand as of the date of determination resulting from
borrowings after the end of such quarter,3.
    
    less the amount of cash reserves established by the General Partner in its
reasonable discretion.
    24




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Fiscal2008
    
    
    2007
    
    
    20061st Quarter
    
    $
    0.61
    
    
    $
    0.58
    
    
    $
    0.562nd Quarter
    
    
    0.61
    
    
    
    0.58
    
    
    
    0.563rd Quarter
    
    
    0.64
    
    
    
    0.61
    
    
    
    0.584th Quarter
    
    
    0.64
    
    
    
    0.86
    
    
    
    0.58
   Contractual Cash Obligations and Commitments
  Payments Due by PeriodFiscal 2014Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    and(Millions of dollars)
    
    Total
    
    
    2009
    
    
    2010-2011
    
    
    2012-2013
    
    
    thereafterLong-term debt (a)
    
    $
    933.0
    
    
    $
    71.2
    
    
    $
    95.9
    
    
    $
    0.9
    
    
    $
    765.0Interest on long-term fixed-rate debt (b)
    
    
    432.2
    
    
    
    67.7
    
    
    
    119.4
    
    
    
    110.1
    
    
    
    135.0Operating leases
    
    
    222.0
    
    
    
    45.4
    
    
    
    71.5
    
    
    
    48.1
    
    
    
    57.0Derivative financial instruments (c)
    
    
    59.8
    
    
    
    55.8
    
    
    
    4.0
    
    
    
    
    
    
    
    Propane supply contracts
    
    
    36.5
    
    
    
    36.5
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,683.5
    
    
    $
    276.6
    
    
    $
    290.8
    
    
    $
    159.1
    
    
    $
    957.0
 (a)
    
    Based upon stated maturity dates.(b)
    
    Based upon stated interest rates.(c)
    
    Represents the sum of
amounts due from us if derivative financial instrument liabilities were settled at the September 30, 2008 amounts reflected in the financial statements.   25




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Effect of Recent Market Conditions
     Cash Flows
 Operating activities .
  26




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Investing activities.
 Financing activities.
 Capital Expenditures
  Year Ended September 30,
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Millions of dollars)
    
    (estimate)Property, plant and
equipment expenditures
    
    $
    87.1
    
    
    $
    62.8
    
    
    $
    73.8
    
    
    $
    70.7
  AmeriGas OLP Environmental Matter
   27




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Related Party Transactions
      Off-Balance Sheet Arrangements
  Market Risk Disclosures
    28




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Fair Value -Asset
    
    
    Change in(Millions of dollars)
    
    (Liability)
    
    
    Fair ValueSeptember 30, 2008:Propane swap and option contracts
    
    $
    (54.0
    )
    
    $
    (29.1
    )Interest rate protection agreements
    
    
    (5.8
    )
    
    
    (4.0
    )September 30, 2007:Propane swap and option contracts
    
    $
    18.3
    
    
    $
    (18.4
    )Interest rate protection agreements
    
    
    0.6
    
    
    
    (4.4
    )
   29




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Critical Accounting Policies and Estimates
  Litigation accruals and environmental liabilities.
 Depreciation and amortization of long-lived assets. straight-line
 Purchase price allocation.
 Subsequent Events  Acquisition of Penn Fuel Propane, LLC and Partnership Sale of Propane Storage
Facility
    30




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Recently Issued Accounting Pronouncements Not Yet Adopted
  Title of Pronouncement
    
    Month of Issue
    
    
    Effective DateFASB Staff Position No. SFAS 142-3,
Determination
of the Useful Life of Intangible Assets
    
    April 2008
    
    Fiscal 2010SFAS 161, Disclosures about Derivative
Instruments
and Hedging Activities
    
    March 2008
    
    Fiscal 2009(2nd Quarter)EITF 07-04 Application of the
Two-Class Method under
FAS 128 to Master Limited Partnerships
    
    March 2008
    
    Fiscal 2010SFAS 141R, Business Combinations
    
    December 2007
    
    Fiscal 2010SFAS 160, Noncontrolling Interests in
Consolidated
Financial Statements  an amendment of
ARB No. 51
    
    December 2007
    
    Fiscal 2010FASB Staff Position No. FIN 39-1,
Amendment of FASB
Interpretation No. 39
    
    April 2007
    
    Fiscal 2009SFAS 159, The Fair Value Option for
Financial Assets
and Financial Liabilities
    
    February 2007
    
    Fiscal 2009SFAS 157, Fair Value Measurements
    
    September 2006
    
    Fiscal 2009
  Forward-Looking
Statements
     31




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL 
                DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 (a)
    
    The General Partners management, with the participation of the Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the Partnerships disclosure controls
and procedures as of the end of the period covered by this Report. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the Partnerships
disclosure controls and procedures as of the end of the period covered by this Report were
designed and functioning effectively to provide reasonable assurance that the information
required to be disclosed by the Partnership in reports filed under the Securities Exchange Act
of 1934, as amended, is (i) recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms and (ii) accumulated and communicated to
our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding disclosure.(b)
    
    For Managements Annual Report on Internal Control Over Financial Reporting see Item 8 of
this Report (which information is incorporated herein by reference).(c)
    
    No change in the Partnerships internal control over financial reporting occurred during the
Partnerships most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Partnerships internal control over financial reporting.
 
 ITEM 9B. OTHER INFORMATION
  
 PART III:
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    oversee the accounting and financial reporting processes and audits of the financial
statements of the Partnership;
    
    monitor the independence of the Partnerships independent registered public accountants
and the performance of the independent registered public accountants and internal audit
staff;
    
    oversee the adequacy of the Partnerships controls relative to financial and business
risk;
    
    provide a means for open communication among the independent registered public
accountants, management, internal audit staff and the Board of Directors; and
    
    oversee compliance with applicable legal and regulatory requirements.
  32




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##### Table of Contents



Directors and Executive Officers of the General Partner
  Name
    
    Age
    
    Position with the General PartnerLon R. Greenberg
    
    58
    
    Chairman and DirectorEugene V. N. Bissell
    
    55
    
    President, Chief Executive Officer and DirectorJohn L. Walsh
    
    53
    
    Vice Chairman and DirectorStephen D. Ban
    
    68
    
    DirectorRichard C. Gozon
    
    70
    
    DirectorWilliam J. Marrazzo
    
    59
    
    DirectorGregory A. Pratt
    
    60
    
    DirectorHoward B. Stoeckel
    
    62
    
    DirectorJames W. Stratton
    
    71
    
    DirectorWilliam D. Katz
    
    55
    
    Vice President  Human ResourcesRobert H. Knauss
    
    55
    
    Vice President, General Counsel and Corporate SecretaryDavid L. Lugar
    
    51
    
    Vice President  Supply and LogisticsCarey M. Monaghan
    
    57
    
    Vice President  Sales and MarketingJerry E. Sheridan
    
    43
    
    Vice President  Finance and Chief Financial OfficerWilliam J. Stanczak
    
    53
    
    Controller and Chief Accounting Officer
  33




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##### Table of Contents



co-founder,
  34




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##### Table of Contents



Director Independence
  (i)
    
    service by a director on the Board of Directors of UGI Corporation and its subsidiaries
in and of itself will not be considered to result in a material relationship between such
director and the Partnership;(ii)
    
    if a director serves as an officer, director or trustee of a non-profit organization,
charitable contributions to that organization by the Partnership and its affiliates in an
amount up to $250,000 per year will not be considered to result in a material relationship
between such director and the Partnership;
  35




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##### Table of Contents



(iii)
    
    service by a director or his immediate family member as a non-management director of a
company that does business with the Partnership or an affiliate of the Partnership will not
be considered to result in a material relationship between such director and the Partnership
where the business is done in the ordinary course of the Partnerships or affiliates
business and on substantially the same terms and conditions as would be available to
similarly situated customers; and
 (iv)
    
    service by a director or his immediate family member as an executive officer or employee
of a company that makes payments to, or receives payments from, the Partnership or its
affiliates for property or services in an amount which, in any of the last three fiscal
years, does not exceed the greater of $1 million or 2% of such other companys consolidated
gross revenues, will not be considered to result in a material relationship between such
director and the Partnership.
  Non-management Directors
  Communications with the Board of Directors and Non-management Directors
      Section 16(a)  Beneficial Ownership Reporting Compliance
   36




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION COMMITTEE REPORT
  Compensation/Pension Committee
 
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction
   Compensation Philosophy and Objectives
   Determination of Competitive Compensation
  
    
    provide the Compensation/Pension Committee with independent and objective market data;
    
    conduct compensation analysis; and
    
    review and advise on pay programs and salary, target bonus and long-term incentive levels
applicable to our executives.
  37




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##### Table of Contents



Elements of Compensation
 Salary
    38




---



##### Table of Contents



Percentage Increaseover Fiscal 2007Name
    
    Salary
    
    
    SalaryEugene V. N. Bissell
    
    $
    442,624
    
    
    
    3.8
    %Jerry E. Sheridan
    
    $
    281,112
    
    
    
    4.5
    %Lon R. Greenberg
    
    $
    1,026,300
    
    
    
    6.2
    %(1)John L. Walsh
    
    $
    617,500
    
    
    
    5.0
    %Robert H. Knauss
    
    $
    315,068
    
    
    
    8.0
    %
 (1)
    
    Mr. Greenbergs salary increase includes a modest adjustment to compensate for the
discontinuance of certain perquisites as reported in Fiscal 2007. Annual Bonus Awards
  th
     39




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##### Table of Contents



Percent ofTarget
    
    
    AmountName
    
    Bonus Paid
    
    
    of BonusEugene V. N. Bissell
    
    
    76
    %
    
    $
    252,960Jerry E. Sheridan
    
    
    76
    %
    
    $
    96,393Lon R. Greenberg
    
    
    94
    %
    
    $
    964,722John L. Walsh
    
    
    94
    %
    
    $
    493,383Robert H. Knauss
    
    
    94
    %
    
    $
    177,698
 Long-Term Compensation  Fiscal Year 2008 Equity Awards
 long-term
  th
  40




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##### Table of Contents



Shares UnderlyingStock Options
    
    
    Performance UnitsName
    
    # Granted
    
    
    # GrantedEugene V. N. Bissell
    
    
    65,000
    
    
    
    12,000Jerry E. Sheridan
    
    
    17,000
    
    
    
    2,500Lon R. Greenberg
    
    
    300,000
    
    
    
    70,000
    (1)John L. Walsh
    
    
    120,000
    
    
    
    27,000
    (1)Robert H. Knauss
    
    
    55,000
    
    
    
    9,000
    (1)
 (1)
    
    Constitutes UGI performance units.  41




---



##### Table of Contents



Alliance Resource Partners, L.P.
    
    Kinder Morgan Energy Partners,L.P.
    
    Plains All American Pipeline, L.P.Buckeye Partners, L.P.
    
    Magellan Midstream Partners, L.P.
    
    Star Gas Partners, L.P.Enbridge Energy Partners, L.P.
    
    Natural Resources Partners, L.P.
    
    Suburban Propane Partners, L.P.Energy Transfer Partners, L.P.
    
    NuStar Energy, L.P.
    
    Sunoco Logistics Partners, L.P.Enterprise Products Partners, L.P.
    
    ONEOK Partners, L.P.
    
    TC Pipelines, L.P.Ferrellgas Partners, L.P.
    
    Penn Virginia Resource Partners, L.P.
    
    TEPPCO Partners, L.P.Inergy, L.P.
  Allegheny Energy, Inc.
    
    Edison International
    
    PPL CorporationAmeren Corporation
    
    Entergy Corporation
    
    Progress Energy, Inc.American Electric Power Company, Inc.
    
    Exelon Corporation
    
    Public Service Enterprise Group Inc.Centerpoint Energy, Inc.
    
    FirstEnergy Corp.
    
    Questar CorporationCMS Energy Corporation
    
    FPL Group, Inc.
    
    Sempra EnergyConsolidated Edison, Inc.
    
    Integrys Energy Group, Inc.
    
    TECO Energy, Inc.Constellation Energy Group, Inc.
    
    Nicor Inc.
    
    The AES CorporationDominion Resources, Inc.
    
    NiSource Inc.
    
    The Southern CompanyDTE Energy Company
    
    PG&E Corporation
    
    Xcel Energy Inc.Duke Energy Corporation
    
    Pepco Holdings, Inc.Dynegy Inc.
    
    Pinnacle West Capital Corp.
     42




---



##### Table of Contents



Long-Term Compensation  Payout of Performance Units for 2005-2007 Period
  Performance Unit Payout(Number of
    
    
    Performance Unit PayoutName
    
    Units or Shares)
    
    
    Value(1) ($)Eugene V. N. Bissell
    
    
    11,970
    
    
    
    432,237Jerry E. Sheridan
    
    
    1,995
    
    
    
    72,054Lon R. Greenberg
    
    
    0
    
    
    
    0John L. Walsh
    
    
    0
    
    
    
    0Robert H. Knauss
    
    
    0
    
    
    
    0
 (1)
    
    Includes distribution equivalent or dividend equivalent payout. Perquisites
  Other Benefits
  Ongoing Plans and Post-Employment Agreements
  AmeriGas Propane, Inc. Savings Plan (the AmeriGas Propane Savings Plan)
  UGI Utilities Inc. Savings Plan (the UGI Savings Plan)
   43




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##### Table of Contents



Retirement Income Plan for Employees of UGI Utilities, Inc. (the UGI Pension Plan)
  UGI Corporation Supplemental Executive Retirement Plan
  AmeriGas Propane, Inc. Supplemental Executive Retirement Plan
  UGI Corporation Supplemental Savings Plan
  AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan
  Severance Pay Plans for Senior Executive Employees
   44




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##### Table of Contents



Change in Control Agreements
  Equity Ownership Guidelines
  Required Ownership of
    
    
    Number of Shares ofName
    
    UGI Common Stock
    
    
    UGI Stock Held at 9/30/2008Eugene V. N. Bissell
    
    
    60,000
    (1)
    
    See footnote 1Jerry E. Sheridan
    
    
    8,000
    (2)
    
    See footnote 2Lon R. Greenberg
    
    
    200,000
    
    
    
    503,006John L. Walsh
    
    
    100,000
    
    
    
    70,030Robert H. Knauss
    
    
    20,000
    
    
    
    26,412
 (1)
    
    In lieu of UGI common stock, Mr. Bissell may satisfy the stock ownership guidelines if he
holds 40,000 AmeriGas Partners common units or a combination of UGI Corporation common stock
and AmeriGas Partners common units deemed equivalent to 60,000 shares of UGI common stock; for
this purpose, each AmeriGas Partners common unit equals 1.5 shares of UGI Corporation common
stock. Mr. Bissell owned 66,380 shares of UGI common stock and 37,246 AmeriGas Partners common
units, thereby meeting his equity ownership requirement.(2)
    
    In lieu of UGI common stock, Mr. Sheridan may satisfy the stock ownership guidelines if he
holds 5,333 AmeriGas Partners common units or a combination of UGI common stock and AmeriGas
Partners common units deemed equivalent to 8,000 shares of UGI Corporation common stock; for
this purpose, each AmeriGas Partners common unit equals 1.5 shares of UGI common stock. Mr.
Sheridan owned 678 shares of UGI common stock and 11,437 AmeriGas Partners common units,
thereby meeting his equity ownership requirement. Stock Option Grant Practices
   45




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##### Table of Contents



Role of Executive Officers in Determining Executive Compensation
  Tax Considerations
  Summary Compensation Table
  Summary Compensation Table
 Change in PensionValue andNon-Equity
    
    
    NonqualifiedIncentive
    
    
    DeferredStock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPrincipal
    
    Fiscal
    
    
    Salary
    
    
    Bonus
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    (1)
    
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    (5)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Eugene V.N. Bissell
President and Chief
    
    
    2008
    
    
    
    442,000
    
    
    
    0
    
    
    
    669,566
    
    
    
    625,745
    
    
    
    252,960
    
    
    
    376
    
    
    
    70,200
    
    
    
    2,060,847Executive Officer
    
    
    2007
    
    
    
    425,770
    
    
    
    0
    
    
    
    409,923
    
    
    
    395,188
    
    
    
    415,740
    
    
    
    16,856
    
    
    
    84,401
    
    
    
    1,747,878Jerry E. Sheridan 
Vice President 
Finance and Chief
    
    
    2008
    
    
    
    280,646
    
    
    
    0
    
    
    
    104,427
    
    
    
    95,108
    
    
    
    96,393
    
    
    
    0
    
    
    
    40,396
    
    
    
    616,970Financial Officer
    
    
    2007
    
    
    
    268,660
    
    
    
    0
    
    
    
    73,592
    
    
    
    68,230
    
    
    
    157,365
    
    
    
    862
    
    
    
    44,531
    
    
    
    613,240Lon R. Greenberg
    
    
    2008
    
    
    
    1,026,300
    
    
    
    0
    
    
    
    617,329
    
    
    
    1,524,000
    
    
    
    964,722
    
    
    
    945,498
    
    
    
    81,405
    
    
    
    5,159,254Chairman
    
    
    2007
    
    
    
    966,885
    
    
    
    0
    
    
    
    870,627
    
    
    
    1,601,600
    
    
    
    944,748
    
    
    
    1,988,689
    
    
    
    95,560
    
    
    
    6,468,109John L. Walsh
    
    
    2008
    
    
    
    616,933
    
    
    
    0
    
    
    
    188,035
    
    
    
    656,050
    
    
    
    493,383
    
    
    
    147,550
    
    
    
    24,494
    
    
    
    2,126,445Vice Chairman
    
    
    2007
    
    
    
    588,016
    
    
    
    0
    
    
    
    857,590
    
    
    
    588,650
    
    
    
    488,818
    
    
    
    159,195
    
    
    
    19,625
    
    
    
    2,701,894Robert H. Knauss
Vice President and
    
    
    2008
    
    
    
    314,619
    
    
    
    0
    
    
    
    82,493
    
    
    
    439,746
    
    
    
    177,698
    
    
    
    262,102
    
    
    
    10,521
    
    
    
    1,287,179General Counsel
    
    
    2007
    
    
    
    291,720
    
    
    
    0
    
    
    
    132,331
    
    
    
    205,080
    
    
    
    171,181
    
    
    
    242,625
    
    
    
    10,922
    
    
    
    1,053,859
 (1)
    
    The amounts shown in these columns represent the dollar amount recognized for financial
statement reporting purposes by the Partnership or, with respect to Messrs. Greenberg, Walsh
and Knauss, UGI, in accordance with Statement of Financial Accounting Standards No. 123
(revised 2004) (SFAS 123R), of the fair value of awards of performance units, stock units
and stock options,
as the case may be, under the UGI Corporation 2004 Omnibus Equity Compensation Plan, and with
respect to Messrs. Bissell and Sheridan only, the 2000 AmeriGas Propane, Inc. Long-term Incentive
Plan. Accordingly, these figures include amounts from awards granted in and prior to the fiscal
year indicated. The Fiscal 2008 stock award amounts shown for Messrs. Greenberg, Walsh and Knauss
in column (e) were reduced by the previously accrued value of performance unit awards which
expired without payment. The assumptions used in the calculation of the amounts shown, are
included in Note 2 and Note 10 to our audited consolidated financial statements for Fiscal 2008
and Exhibit No. 99 to this Report. It is difficult to make comparisons among named executive
officers because retirement eligibility influences accounting expense. See the Grants of
Plan-Based Awards table for information on awards of performance units and UGI stock options made
in Fiscal 2008.  46




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##### Table of Contents



(2)
    
    The amounts shown in this column represent payments made under the applicable
performance-based annual bonus plan.(3)
    
    The amounts shown in column (h) of the Summary Compensation Table reflect (i) for Messrs. Greenberg, Walsh and Knauss, the
change from September 30, 2007 to September 30, 2008 in the actuarial present value of the
named executive officers accumulated benefit under UGIs defined benefit and actuarial
pension plans, including the UGI Corporation Supplemental Executive Retirement Plan and (ii)
the above-market portion of earnings, if any, on nonqualified deferred compensation accounts.
The change in pension value from year to year as reported in this column is subject to market
volatility and may not represent the value that a named executive officer will actually accrue
under the UGI pension plans during any given year. Mr. Bissell has a vested annual benefit of
approximately $3,300 under UGIs defined benefit pension plan, based on prior credited
service. Mr. Bissell is not a current participant in that plan. Mr. Sheridan is not eligible
to participate in the UGI pension plan. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120 percent of the applicable
federal long-term rate. The material terms of the pension plans
and deferred compensation plans are described in the Pension Benefits Table and the
Nonqualified Deferred Compensation Table, and the related narratives to each. For purposes of this table, the market
rate on deferred compensation for Fiscal 2008 was 5.54 percent, which is 120 percent of the
federal long-term rate for Fiscal 2008. The amounts included in column (h) of the Summary Compensation Table are itemized below. Change in
    
    
    Above-MarketPension
    
    
    Earnings onName
    
    Value
    
    
    Deferred CompensationE.V.N. Bissell
    
    $
    376
    
    
    $
    0J.E. Sheridan
    
    $
    N/A
    
    
    $
    0L.R. Greenberg
    
    $
    942,642
    
    
    $
    2,856J.L. Walsh
    
    $
    147,371
    
    
    $
    179R.H. Knauss
    
    $
    262,020
    
    
    $
    82
 (4)
    
    The table below shows the components of the amounts included for each named executive officer
under the All Other Compensation column in the Summary Compensation Table. Other than as set
forth below, the named executive officers did not receive perquisites with an aggregate value
of $10,000 or more. EmployerContributionto AmeriGasEmployer
    
    
    SupplementalContribution to
    
    
    Executive401(k)
    
    
    Retirement Plan/UGISavings
    
    
    Supplemental Savings
    
    
    TaxName
    
    Plan
    
    
    Plan
    
    
    Reimbursement
    
    
    Perquisites
    
    
    TotalE.V.N. Bissell
    
    $
    9,704
    
    
    $
    58,246
    
    
    $
    2,250
    
    
    $
    
    
    
    $
    70,200J.E. Sheridan
    
    $
    11,692
    
    
    $
    26,454
    
    
    $
    2,250
    
    
    $
    
    
    
    $
    40,396L.R. Greenberg (a)
    
    $
    5,175
    
    
    $
    38,269
    
    
    $
    15,808
    
    
    $
    22,153
    
    
    $
    81,405J.L. Walsh
    
    $
    5,175
    
    
    $
    19,319
    
    
    $
    0
    
    
    $
    
    
    
    $
    24,494R.H. Knauss
    
    $
    5,047
    
    
    $
    5,474
    
    
    $
    0
    
    
    $
    
    
    
    $
    10,521
 (a)
    
    The perquisites shown for Mr. Greenberg include spousal travel expenses when attending
industry-related events where it is customary that officers attend with their spouses, tax
preparation fees and occasional use of UGIs tickets for sporting events
for personal rather than business purposes. The incremental cost to UGI for these benefits are
based on the actual costs or charges incurred by UGI for the benefits and are included in the
totals above.(5)
    
    The compensation reported for Messrs. Greenberg, Walsh and Knauss is paid by UGI. For Fiscal
2008, UGI charged the Partnership 40 percent of the compensation expenses, other than the
change in pension value, for Messrs. Greenberg, Walsh and Knauss.  47




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##### Table of Contents



Grants of Plan-Based Awards In Fiscal Year 2008
  Grants of Plan-Based Awards Table  Fiscal 2008
 All
    
    
    All OtherOther
    
    
    OptionStock
    
    
    Awards:
    
    
    Exercise
    
    
    Grant DateAwards:
    
    
    Number of
    
    
    or Base
    
    
    Fair ValueEstimated Possible Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    Number of
    
    
    Securities
    
    
    Price of
    
    
    ofBoard
    
    
    Non-Equity Incentive Plan Awards (1)
    
    
    Equity Incentive Plan Awards (2)
    
    
    Shares of
    
    
    Underlying
    
    
    Option
    
    
    Stock andGrant
    
    
    Action
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Thres-
    
    
    Target
    
    
    Maximum
    
    
    Stock or
    
    
    Options (#)
    
    
    Awards
    
    
    OptionName
    
    Date
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    hold (#)
    
    
    (#)
    
    
    (#)
    
    
    Units (#)
    
    
    (3)
    
    
    ($/Sh)
    
    
    Awards(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)
    
    
    (m)Eugene V.N. Bissell
    
    
    10/1/07
    
    
    
    11/26/07
    
    
    
    139,427
    
    
    
    331,968
    
    
    
    663,9361/1/08
    
    
    
    11/26/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    27.25
    
    
    
    330,2001/1/08
    
    
    
    11/26/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    12,000
    
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    467,520Jerry E. Sheridan
    
    
    10/1/07
    
    
    
    11/26/07
    
    
    
    55,138
    
    
    
    126,500
    
    
    
    253,0001/1/08
    
    
    
    11/26/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,000
    
    
    
    27.25
    
    
    
    86,3601/1/08
    
    
    
    11/26/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    2,500
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,400Lon R. Greenberg
    
    
    10/1/07
    
    
    
    11/27/07
    
    
    
    615,780
    
    
    
    1,026,300
    
    
    
    2,052,6001/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    27.25
    
    
    
    1,524,0001/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    70,000
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,123,800John L. Walsh
    
    
    10/1/07
    
    
    
    11/27/07
    
    
    
    314,925
    
    
    
    524,875
    
    
    
    1,049,7501/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    27.25
    
    
    
    609,6001/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,500
    
    
    
    27,000
    
    
    
    54,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    819,180Robert H. Knauss
    
    
    10/1/07
    
    
    
    11/27/07
    
    
    
    113,424
    
    
    
    189,041
    
    
    
    378,0821/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    27.25
    
    
    
    228,6001/1/08
    
    
    
    11/27/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273,060
 (1)
    
    The amounts shown under this heading relate to bonus opportunities under the relevant
companys annual bonus plan for Fiscal 2008. See Compensation Discussion and Analysis for a
description of the annual bonus plans. Payments for these awards have already been determined
and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the
Summary Compensation Table. The threshold amount shown for Messrs. Bissell and Sheridan is
based on achievement of 81 percent of the financial goal and the minimum customer growth goal.
The threshold amount shown for Messrs. Greenberg, Walsh and Knauss is based on achievement of
80 percent of the UGI financial goal.(2)
    
    The awards shown for Messrs. Bissell and Sheridan are performance units under the 2000
AmeriGas Long-Term Incentive Plan, as described in Compensation Discussion and Analysis.
Performance units are forfeitable until the end of the performance period in the event of
termination of employment, with pro-rated forfeitures in the case of termination of employment
due to retirement, death or disability. In the case of a change in control, outstanding
performance units and distribution equivalents will be paid in cash in an amount equal to the
greater of (i) the target award, or (ii) the award amount that would be paid as if the
performance period ended on the date of the change in control, based on the Partnerships
achievement of the performance goal as of the date of the change in control, as determined by
the Compensation/Pension Committee.  48




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##### Table of Contents



The awards shown for Messrs. Greenberg, Walsh and Knauss are performance units under the UGI
Corporation 2004 Plan, as described in Compensation Discussion and Analysis. Terms of these
awards with respect to forfeitures and change in control, as defined in the UGI Corporation 2004
Plan, are fashioned in a similar manner to the terms of the performance units granted under the
2000 AmeriGas Long-Term Incentive Plan.(3)
    
    Options are granted under the UGI Corporation 2004 Plan. Under this Plan, the option exercise
price is not less than 100 percent of the fair market value of UGIs Common Stock on the
effective date of the grant, which is either the date of the grant or a specified future date.
The term of each option is generally 10 years, which is the maximum allowable term. The
options become exercisable in three equal annual installments beginning on the first
anniversary of the grant date. All options are nontransferable and generally exercisable only
while the optionee is employed by the General Partner, UGI or an affiliate, with exceptions
for exercise following termination without cause, retirement, disability and death. In the
case of termination without cause, the option will be exercisable only to the extent that it
has vested as of the date of termination of employment and the option will terminate upon the
earlier of the expiration date of the option or the expiration of the 13-month period
commencing on the date of termination of employment. If termination of employment occurs due
to retirement or disability, the option term is shortened to the earlier of the third
anniversary of the date of such termination of employment, or the original expiration date,
and vesting continues in accordance with the original vesting schedule. In the event of death
of the optionee while an employee, the option will become fully vested and the option term
will be shortened to the earlier of the expiration of the 12-month period following the
optionees death, or the original expiration date. Options are subject to adjustment in the
event of recapitalizations, stock splits, mergers, and other similar corporate transactions
affecting UGIs common stock. Outstanding Equity Awards at Year-End
  Outstanding Equity Awards at Year-End Table  Fiscal 2008
 Option Awards
    
    
    Stock AwardsMarket
    
    
    Equity
    
    
    EquityValue of
    
    
    Incentive
    
    
    IncentiveNumber of
    
    
    Shares or
    
    
    Plan Awards:
    
    
    Plan Awards:Shares or
    
    
    Units of
    
    
    Number of
    
    
    MarketNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Stock/Part-
    
    
    Unearned
    
    
    or Payout ValueSecurities
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Stock/Part-
    
    
    nership
    
    
    Shares, Units
    
    
    of UnearnedUnderlying
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    nership
    
    
    Units
    
    
    or Other
    
    
    Shares, Units orUnexercised
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Units that
    
    
    That Have
    
    
    Rights That
    
    
    Other RightsOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Not
    
    
    Have Not
    
    
    That Have Not(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Eugene V.N. Bissell
    
    
    
    
    
    
    21,667
    (4)
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    0
    
    
    
    0
    
    
    
    12,000
    (11)
    
    
    365,16023,333
    (5)
    
    
    46,667
    (5)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    14,000
    (12)
    
    
    426,02065,000
    (6)
    
    
    27.25
    
    
    
    12/31/2017
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (13)
    
    
    365,160Jerry E. Sheridan
    
    
    15,000
    (14)
    
    
    
    
    
    
    27.57
    
    
    
    8/14/2015
    
    
    
    0
    
    
    
    0
    
    
    
    2,500
    (11)
    
    
    76,07512,000
    (4)
    
    
    6,000
    (4)
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    2,700
    (12)
    
    
    82,1616,000
    (5)
    
    
    12,000
    (5)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    2,500
    (13)
    
    
    76,07517,000
    (6)
    
    
    27.25
    
    
    
    12/31/2017Lon R. Greenberg
    
    
    125,000
    (1)
    
    
    
    
    
    
    12.57
    
    
    
    12/31/2012
    
    
    
    0
    
    
    
    0
    
    
    
    50,000
    (8)
    
    
    1,289,000360,000
    (2)
    
    
    
    
    
    
    16.99
    
    
    
    12/31/2013
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (9)
    
    
    1,546,800350,000
    (3)
    
    
    
    
    
    
    20.47
    
    
    
    12/31/2014
    
    
    
    
    
    
    
    
    
    
    
    70,000
    (10)
    
    
    1,804,600166,666
    (4)
    
    
    83,334
    (4)
    
    
    20.48
    
    
    
    12/31/201593,333
    (5)
    
    
    186,667
    (5)
    
    
    27.28
    
    
    
    12/31/2016300,000
    (6)
    
    
    27.25
    
    
    
    12/31/2017John L. Walsh
    
    
    270,000
    (7)
    
    
    
    
    
    
    22.92
    
    
    
    3/31/2015
    
    
    
    0
    
    
    
    0
    
    
    
    25,000
    (8)
    
    
    644,50030,000
    (4)
    
    
    35,000
    (4)
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    26,000
    (9)
    
    
    670,28040,000
    (5)
    
    
    80,000
    (5)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    27,000
    (10)
    
    
    696,060120,000
    (6)
    
    
    27.25
    
    
    
    12/31/2017Robert H. Knauss
    
    
    40,000
    (3)
    
    
    
    
    
    
    20.47
    
    
    
    12/31/2014
    
    
    
    0
    
    
    
    0
    
    
    
    7,500
    (8)
    
    
    193,35026,666
    (4)
    
    
    13,334
    (4)
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    9,000
    (9)
    
    
    232,02015,000
    (5)
    
    
    30,000
    (5)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    9,000
    (10)
    
    
    232,02045,000
    (6)
    
    
    27.25
    
    
    
    12/31/2017
 Note:Column (d) was intentionally omitted.(1)
    
    These options were granted on January 1, 2003 and were fully vested on January 1, 2006.(2)
    
    These options were granted on January 1, 2004 and were fully vested on January 1, 2007.  49




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##### Table of Contents



(3)
    
    These options were granted on January 1, 2005 and were fully vested on January 1, 2008.(4)
    
    These options were granted on January 1, 2006. These options vest
331/3 percent on each anniversary of the grant date and will be fully
vested on January 1, 2009.(5)
    
    These options were granted on January 1, 2007. These options vest
331/3 percent on each anniversary of the grant date and will be fully
vested on January 1, 2010.(6)
    
    These options were granted on January 1, 2008. These options vest 331/3percent on each anniversary of the grant date and will be fully vested on January 1,
2011.(7)
    
    These options were granted on April 1, 2005 and were fully vested on April 1, 2008.(8)
    
    These performance units were awarded on January 1, 2006.  The measurement period
for the performance goal is the period          beginning January 1, 2006 and ending December 31, 2008.  The target award level of
performance units and dividend equivalents will be payable on January 1, 2009 if the Companys TSR equals the median
TSR of a peer group for the measurement period.  The peer group is
the group of companies that comprises the S&P
Utilities Index on January 1, 2006.  The actual number of performance units earned may be higher or lower than the
target award, or even zero, based on the Companys TSR
percentile rank relative to the companies in the S&P Utilities Index.  See "Compensation Discussion and Analysis  Long-Term Compensation  Fiscal 2008 Equity Awards for more information on TSR performance measurements.(9)
    
    These performance units were awarded on January 1, 2007.  The measurement period
for the performance goal is the period          beginning January 1, 2007 and ending December 31, 2009.  The performance goal is
the same as described in footnote (8) above, but it is measured for a different three-year period.
The performance units will be payable, if at all, on January 1, 2010.(10)
    
    These performance units were awarded on January 1, 2008.  The measurement period
for the performance goal is the period          beginning January       1, 2008 and ending December 31, 2010.  The performance goal is
the same as described in footnote (8) above, but it is measured for a   different three-year period.
The performance units will be payable, if at all, on January 1, 2011.(11)
    
    These performance units were awarded on January 1, 2006. The measurement period for the
performance goal is the period beginning January 1, 2006 and ending December 31, 2008. The
performance units will be payable on January 1, 2009 if the AmeriGas Partners TUR equals the
median TUR of a comparison group for the performance period. The comparison group is a group
of publicly traded master limited partnerships in the propane, pipeline and coal industries.
The actual amount of the award of performance units may be higher or lower than the target
award, or even zero, based on the AmeriGas Partners TUR percentile rank relative to the
companies in the comparison group. See Compensation Discussion and Analysis  Long-Term
Compensation  Fiscal 2008 Equity Awards for more information on TUR performance
measurements.(12)
    
    These performance units were awarded on January 1, 2007. The measurement period for the
performance goal is the period beginning on January 1, 2006 and ending December 31, 2008. The
performance goal is the same as described in footnote (11) above, but it is measured for a
different three-year period. The performance units will be payable, if at all, on January 1,
2010.(13)
    
    These performance units were awarded on January 1, 2008. The measurement period for the
performance goal is the period beginning on January 1, 2008 and ending December 31, 2010. The
performance goal is the same as described in footnote (11) above, but it is measured for a
different three-year period. The performance units will be payable, if at all, on January 1,
2011.(14)
    
    These options were granted on August 15, 2005 and were fully vested on August 15, 2008.  50




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##### Table of Contents



Option Exercises and Stock Vested Table  Fiscal 2008
 Option Awards
    
    
    Stock/Unit AwardsNumber of Shares
    
    
    
    
    
    
    Number of Shares/UnitsAcquired on
    
    
    Value Realized
    
    
    Acquired on
    
    
    Value RealizedExercise
    
    
    on Exercise
    
    
    Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)Eugene V.N. Bissell
    
    
    174,000
    
    
    
    1,405,876
    
    
    
    11,970
    
    
    
    432,237Jerry E. Sheridan
    
    
    0
    
    
    
    0
    
    
    
    1,995
    
    
    
    72,054Lon R. Greenberg
    
    
    270,000
    
    
    
    3,775,049
    
    
    
    0
    
    
    
    0John L. Walsh
    
    
    40,000
    
    
    
    273,240
    
    
    
    0
    
    
    
    0Robert H. Knauss
    
    
    62,000
    
    
    
    683,444
    
    
    
    0
    
    
    
    0
  Retirement Benefits
  Pension Benefits Table  Fiscal 2008
 Number of
    
    
    
    
    
    
    PaymentsYears Credited
    
    
    Present Value of
    
    
    During LastService
    
    
    Accumulated Benefit
    
    
    Fiscal YearName (1)
    
    Plan Name
    
    (#)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    (c)
    
    
    (d)
    
    
    (e)Eugene V.N. Bissell (2)
    
    UGI Utilities Retirement Plan
    
    
    6
    
    
    
    23,114
    
    
    
    0Lon R. Greenberg
    
    UGI SERP
    
    
    28
    
    
    
    10,380,944
    
    
    
    0UGI Utilities Retirement Plan
    
    
    28
    
    
    
    889,742
    
    
    
    0John L. Walsh
    
    UGI SERP
    
    
    3
    
    
    
    428,993
    
    
    
    0UGI Utilities Retirement Plan
    
    
    3
    
    
    
    77,741
    
    
    
    0Robert H. Knauss
    
    UGI SERP
    
    
    21
    
    
    
    661,677
    
    
    
    0UGI Utilities Retirement Plan
    
    
    21
    
    
    
    433,113
    
    
    
    0
 (1)
    
    Mr. Sheridan does not participate in any defined benefit pension plan.(2)
    
    Mr. Bissell has a vested annual benefit under the UGI Utilities Retirement Plan based on
prior service. He is not a current participant in that Plan.   51




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##### Table of Contents



UGI Corporation Supplemental Executive Retirement Plan
  Actuarial Assumptions Used to Determine Values in the Pension Benefits Table
  September 30, 2008
    
    
    September 30, 2007Discount rate for Pension Plan for all
purposes and for SERP, for 

pre-commencement calculations
    
    
    6.80%
    
    
    
    6.40%SERP lump sum rate
    
    
    4.23%
    
    
    
    4.07%Retirement age:
    
    
    62
    
    
    
    62Post-retirement mortality for Pension Plan
    
    
    RP-2000, combined, healthy table projected to 2015 using Scale AA without collar adjustments
    
    
    RP-2000, combined, healthy table projected to 2010 using Scale AA without collar adjustmentsPost-retirement mortality for SERP
    
    1994 GAR unisex
    
    1994 GAR unisexPre-retirement mortality
    
    None
    
    NoneTermination and disability rates
    
    None
    
    NoneForm of payment for Pension Plan
    
    Single life annuity
    
    Single life annuityForm of payment for SERP
    
    Lump sum
    
    Lump sum
  52




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##### Table of Contents



Nonqualified Deferred Compensation
  Nonqualified Deferred Compensation Table  Fiscal 2008
 EmployerExecutive
    
    
    Contributions
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions
    
    
    in Last Fiscal
    
    
    Earnings in Last
    
    
    Withdrawals/
    
    
    Balance at Lastin Last Fiscal Year
    
    
    Year
    
    
    Fiscal Year
    
    
    Distributions
    
    
    Fiscal YearName
    
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(2)(a)
    
    Plan Name
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)Eugene V.N. Bissell
    
    AmeriGas SERP
    
    
    0
    
    
    
    58,246
    (1)
    
    
    0
    
    
    
    0
    
    
    
    588,805AmeriGas Non-QualifiedDeferred Compensation Plan
    
    
    16,259
    (3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    19,545Jerry E. Sheridan
    
    AmeriGas SERP
    
    
    26,454
    
    
    
    26,454
    (1)
    
    
    0
    
    
    
    0
    
    
    
    75,141Lon R. Greenberg
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    38,269
    (4)
    
    
    32,032
    
    
    
    0
    
    
    
    597,149John L. Walsh
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    19,319
    (4)
    
    
    2,003
    
    
    
    0
    
    
    
    54,263Robert H. Knauss (5)
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    5,474
    (4)
    
    
    924
    
    
    
    0
    
    
    
    21,594AmeriGas SERP
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    141,816
 (1)
    
    This amount represents the General Partner contribution to the named executive officer under
the AmeriGas SERP, which is also reported in the Summary Compensation Table in the All Other
Compensation column.(2)
    
    The aggregate balances include the following aggregate amounts previously reported in the
Summary Compensation Table as compensation in prior years: Mr. Bissell, $472,434; Mr. Sheridan, $57,938; Mr.
Greenberg, $430,260; Mr. Walsh, $31,662; and Mr. Knauss, $137,110.(3)
    
    This amount is included in the amount reported in the Summary Compensation Table in the
Salary column.(4)
    
    This amount represents the employer match under the UGI Corporation Supplemental Savings
Plan, which is also reported in the Summary Compensation Table in the All Other Compensation
column.(5)
    
    Mr. Knauss participated in the AmeriGas SERP prior to transferring to UGI in 2003.   53




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##### Table of Contents



Potential Payments Upon Termination of Employment or Change in Control
 Severance Pay Plan for Senior Executive Employees
 Named Executive Officers Employed by the General Partner.
     54




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##### Table of Contents



Named Executive Officers Employed by UGI Corporation.
    Change in Control Arrangements
 Named Executive Officers Employed by the General Partner.
 
    
    any person (other than certain persons or entities affiliated with UGI), together with
all affiliates and associates of such person, acquires securities representing 20 percent or more
of either (i) the then outstanding shares of common stock, or (ii) the combined voting power
of UGIs then outstanding voting securities;
 
    
    individuals, who at the beginning of any 24-month period constitute the UGI Board of
Directors (the Incumbent Board) and any new Director whose election by the Board of
Directors, or nomination for election by UGIs shareholders, was approved by a vote of at
least a majority of the Incumbent Board, cease for any reason to constitute a majority;
 
    
    UGI is reorganized, merged or consolidated with or into, or sells all or substantially
all of its assets to, another corporation in a transaction in which former shareholders of
UGI do not own more than 50 percent of, respectively, the outstanding common stock and the
combined voting power of the then outstanding voting securities of the surviving or
acquiring corporation;
  55




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##### Table of Contents




    
    the General Partner, Partnership or Operating Partnership is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to, another
entity in a transaction with respect to which all of the individuals and entities who
were owners of the General Partners voting securities or of the outstanding units of the
Partnership immediately prior to such transaction do not, following such transaction, own
more than 50 percent of, respectively, the outstanding common stock and the combined voting
power of the then outstanding voting securities of the surviving or acquiring corporation,
or if the resulting entity is a partnership, the former unitholders do not own more than 50
percent of the outstanding common units in substantially the same proportion as their
ownership immediately prior to the transaction;
 
    
    UGI, the General Partner, the Partnership or the Operating Partnership is liquidated or
dissolved;
 
    
    UGI fails to own more than 50 percent of the general partnership interests of the
Partnership or the Operating Partnership;
 
    
    UGI fails to own more than 50 percent of the outstanding shares of common stock of the
General Partner; or
 
    
    AmeriGas Propane, Inc. is removed as the general partner of the Partnership or the
Operating Partnership.
      56




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##### Table of Contents



Named Executive Officers Employed By UGI Corporation.
 
    
    any person (other than certain persons or entities affiliated with UGI),
together with all affiliates and associates of such person, acquires securities representing
20 percent or more of either (i) the then outstanding shares of common stock, or (ii) the
combined voting power of UGIs then outstanding voting securities;
 
    
    individuals, who at the beginning of any 24-month period constitute the UGI Board of
Directors (the Incumbent Board) and any new Director whose election by the Board of
Directors, or nomination for election by UGIs shareholders, was approved by a
vote of at least a majority of the Incumbent Board, cease for any reason to constitute a
majority;
 
    
    UGI is reorganized, merged or consolidated with or into, or sells all or
substantially all of its assets to, another corporation in a transaction in which former
shareholders of UGI do not own more than 50 percent of, respectively, the
outstanding common stock and the combined voting power of the then outstanding voting
securities of the surviving or acquiring corporation; or
 
    
    UGI Corporation is liquidated or dissolved.
      57




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##### Table of Contents



Potential Payments Upon Termination or Change-in-Control Table
  EquityAwardswith
    
    
    Nonqualified
    
    
    Welfare &Severance
    
    
    Accelerated
    
    
    Retirement
    
    
    OtherName & Triggering Event
    
    Pay
    
    
    Vesting(3)
    
    
    Benefits(4)
    
    
    Benefits(5)
    
    
    TotalEugene V.N. Bissell 
Death
    
    $
    0
    
    
    $
    1,382,466
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,382,466Involuntary Termination Without Cause
    
    $
    1,562,378
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    69,430
    
    
    $
    1,631,808Termination Following Change in Control
    
    $
    2,445,997
    (2)
    
    $
    2,032,349
    
    
    $
    197,877
    
    
    $
    80,799
    
    
    $
    4,757,022Jerry E. Sheridan 
Death
    
    $
    0
    
    
    $
    288,244
    
    
    $
    0
    
    
    $
    0
    
    
    $
    288,244Involuntary Termination Without Cause
    
    $
    389,881
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    57,822
    
    
    $
    447,703Termination Following Change in Control
    
    $
    941,725
    (2)
    
    $
    419,813
    
    
    $
    58,523
    
    
    $
    579,175
    
    
    $
    1,999,236Lon R. Greenberg 
Death
    
    $
    0
    
    
    $
    4,509,751
    
    
    $
    0
    
    
    $
    0
    
    
    $
    4,509,751Involuntary Termination Without Cause
    
    $
    6,157,800
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    52,167
    
    
    $
    6,209,967Termination Following Change in Control
    
    $
    7,681,182
    (2)
    
    $
    7,316,677
    
    
    $
    5,183,798
    
    
    $
    45,638
    
    
    $
    20,227,295John L. Walsh 
Death
    
    $
    0
    
    
    $
    2,006,427
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,006,427Involuntary Termination Without Cause
    
    $
    1,851,788
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    56,326
    
    
    $
    1,908,114Termination Following Change in Control
    
    $
    4,063,375
    (2)
    
    $
    3,122,048
    
    
    $
    1,331,036
    
    
    $
    3,310,802
    
    
    $
    11,827,261Robert H. Knauss 
Death
    
    $
    0
    
    
    $
    658,219
    
    
    $
    0
    
    
    $
    0
    
    
    $
    658,219Involuntary Termination Without Cause
    
    $
    945,204
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    40,500
    
    
    $
    985,704Termination Following Change in Control
    
    $
    1,759,121
    (2)
    
    $
    1,033,937
    
    
    $
    744,980
    
    
    $
    1,454,804
    
    
    $
    4,992,842
 (1)
    
    Amounts shown under Severance Pay in the case of involuntary termination without cause are
calculated under the terms of the UGI Severance Plan for Messrs. Greenberg, Walsh and Knauss,
and the AmeriGas Severance Plan for Messrs. Bissell and Sheridan. We assumed that 100 percent
of target annual bonus was paid.(2)
    
    Amounts listed under Severance Pay in the case of termination following a change in control
are calculated under the officers change in control agreement.(3)
    
    In calculating the amounts shown above, we assumed (i) the continuation of AmeriGas
Partners distribution (and UGIs dividend, as applicable) at the rate in effect on September
30, 2008; and (ii) performance at target levels with respect to performance shares.(4)
    
    Amounts shown are in addition to amounts shown in the Pension Benefits and Non-Qualified
Deferred Compensation tables.(5)
    
    Amounts shown under Welfare and Other Benefits include estimated payments for (i) medical
and dental and life insurance premiums, (ii) outplacement services, (iii) tax preparation
services, and (iv) an estimated Code Section 280G tax gross up payment of $1,417,190 for Mr.
Knauss, $528,832 for Mr. Sheridan, and $3,244,363 for Mr. Walsh in the event of a change in
control.  58




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##### Table of Contents



Compensation of Directors
  Director Compensation
 Change inPension ValueNon-Equity
    
    
    andFees Earned
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Nonqualified
    
    
    Allor Paid
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Deferred
    
    
    Otherin Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)(2)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)Stephen D. Ban
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000Richard C. Gozon
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000William J. Marrazzo (1)
    
    $
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    75,000Gregory A. Pratt (1)
    
    $
    80,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    80,000Howard B. Stoeckel (1)
    
    $
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    75,000James W. Stratton
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000
 (1)
    
    The Partnership pays an additional annual retainer of $10,000 to members of the Audit
Committee, other than the chairperson. The chairperson of the Audit Committee is paid an
additional annual retainer of $15,000.(2)
    
    The Partnership pays no meeting attendance fees to its Directors.
 
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY
HOLDER MATTERS
 Ownership of Limited Partnership Units by Certain Beneficial Owners
  Amount andNature ofBeneficialName and Address (1)
    
    
    Ownership of
    
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    
    Partnership Units
    
    
    of ClassCommon Units
    
    UGI Corporation
    
    
    24,691,209
    (2)
    
    
    43
    %AmeriGas, Inc.
    
    
    24,691,209
    (3)
    
    
    43
    %AmeriGas Propane, Inc.
    
    
    24,691,209
    (4)
    
    
    43
    %Petrolane Incorporated
    
    
    7,839,911
    (4)
    
    
    14
    %
 (1)
    
    The address of each of UGI and the General Partner is 460 North Gulph Road, King of
Prussia, PA 19406. The address of each of AmeriGas, Inc. and Petrolane Incorporated is 100
Kachel Boulevard, Green Hills Corporate Center, Reading, PA 19607.(2)
    
    Based on the number of units held by its indirect, wholly-owned subsidiaries, Petrolane
Incorporated (Petrolane) and AmeriGas Propane, Inc.(3)
    
    Based on the number of units held by its direct and indirect, wholly-owned subsidiaries,
AmeriGas Propane, Inc. and Petrolane.(4)
    
    AmeriGas Propane, Inc.s beneficial ownership includes 7,839,911 Common Units held by its
subsidiary, Petrolane. Beneficial ownership of those Common Units is shared with UGI and
AmeriGas, Inc.  59




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##### Table of Contents



Ownership of Partnership Common Units by the Directors and Named Executive Officers of the General
Partner
  Amount and Nature ofName of
    
    Beneficial Ownership ofBeneficial Owner
    
    Partnership Common Units (1)Lon R. Greenberg
    
    
    7,000John L. Walsh
    
    
    3,000
    (2)Stephen D. Ban
    
    
    0Richard C. Gozon
    
    
    5,000James W. Stratton
    
    
    1,000
    (3)Gregory A. Pratt
    
    
    0William J. Marrazzo
    
    
    500
    (4)Eugene V. N. Bissell
    
    
    37,246
    (5)Robert H. Knauss
    
    
    13,108Jerry E. Sheridan
    
    
    11,437
    (6)Howard B. Stoeckel
    
    
    0Directors and executive officers as a group (15 persons)
    
    
    103,861
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Walshs Units are held jointly with his spouse.(3)
    
    Mr. Strattons Units are held jointly with his spouse.(4)
    
    Mr. Marrazzos Units are held jointly with his spouse.(5)
    
    Mr. Bissells Units are held jointly with his spouse.(6)
    
    Mr. Sheridans Units are held jointly with his spouse.   60




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##### Table of Contents



Number of UGI Sharesand Stock Units and Natureof Beneficial Ownership
    
    
    Number ofName of
    
    Excluding
    
    
    Exercisable UGIBeneficial Owner
    
    UGI Stock Options (1)(4)
    
    
    Stock Options
    
    
    TotalLon R. Greenberg
    
    
    503,006
    (2)
    
    
    1,095,000
    
    
    
    1,598,006John L. Walsh
    
    
    70,030
    (3)
    
    
    340,000
    
    
    
    410,030Stephen D. Ban
    
    
    67,130
    
    
    
    66,500
    
    
    
    133,630Richard C. Gozon
    
    
    116,567
    
    
    
    92,900
    
    
    
    209,467James W. Stratton
    
    
    85,510
    (5)
    
    
    92,900
    
    
    
    178,410Howard B. Stoeckel
    
    
    0
    
    
    
    0
    
    
    
    0Gregory A. Pratt
    
    
    0
    
    
    
    0
    
    
    
    0William J. Marrazzo
    
    
    0
    
    
    
    0
    
    
    
    0Eugene V. N. Bissell
    
    
    66,380
    (6)
    
    
    23,333
    
    
    
    89,713Robert H. Knauss
    
    
    26,412
    
    
    
    81,666
    
    
    
    108,078Jerry E. Sheridan
    
    
    678
    (7)
    
    
    33,000
    
    
    
    33,678Directors and executive officers as a group (15 persons)
    
    
    983,499
    
    
    
    1,972,398
    
    
    
    2,955,897
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Greenberg holds 345,808 shares jointly with his spouse.(3)
    
    Mr. Walsh holds these shares jointly with his spouse.(4)
    
    Included in the number of shares shown are Stock Units (Units) under the 2004 Omnibus
Equity Compensation Plan. Each Unit will be paid out to the director upon retirement or
termination of service in the form of shares of UGI Common Stock (65 percent) and cash (35 percent). The
number of Units included for the directors is as follows: Dr. Ban 50,634, Mr. Gozon 83,959 and
Mr. Stratton 63,902.(5)
    
    Mr. Stratton holds 21,608 shares jointly with his spouse.(6)
    
    Mr. Bissell holds these shares jointly with his spouse.(7)
    
    Mr. Sheridan holds these shares in his 401(k) Savings Plan. Equity Compensation Plan Information
  (c)Number of securitiesremaining available(a)
    
    
    (b)
    
    
    for future issuanceNumber of securities to
    
    
    Weighted average
    
    
    under equitybe issued upon exercise
    
    
    exercise price of
    
    
    compensation plansof outstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Equity compensation plans approved by security holders (1)
    
    
    126,100
    
    
    
    0
    
    
    
    420,386Equity compensation plans not approved by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    126,100
    
    
    
    0
    
    
    
    420,386
 (1)
    
    The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan and the AmeriGas Propane, Inc.
Discretionary Long-Term Incentive Plan for Non-Executive Key Employees were approved pursuant
to Section 6.4 of the Partnership Agreement. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   61




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##### Table of Contents



Interests of the General Partner in the Partnership
   Related Person Transactions
       62




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##### Table of Contents



Policies Regarding Transactions with Related Persons
   Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2008
    
    
    2007Audit Fees(1)
    
    $
    830,193
    
    
    $
    844,143Audit-Related Fees
    
    
    - 0 -
    
    
    
    - 0 -Tax Fees(2)
    
    
    682,850
    
    
    
    640,771All Other Fees(3)
    
    
    -0-
    
    
    
    12,800Total Fees for Services Provided
    
    $
    1,513,043
    
    
    $
    1,497,714
 
 (1)
    
    Audit Fees were for audit services, including (i) the annual audit of the consolidated
financial statements and internal control over financial reporting of the Partnership, (ii)
subsidiary audits, (iii) review of the interim financial statements included in the Quarterly
Reports on Form 10-Q of the Partnership, and (iv) services that only the independent
registered public accounting firm can reasonably be expected to provide, such as services
associated with SEC registration statements, and documents issued in connection with
securities offerings.(2)
    
    Tax Fees were for (i) the preparation of Substitute Schedule K-1 forms for unitholders of the
Partnership, and (ii) tax planning and advice.(3)
    
    All Other Fees were for a software license.     63




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##### Table of Contents



PART IV:
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) Documents filed as part of this report:
 (1) Financial Statements:
          (2) Financial Statement Schedules:
    (3) List of Exhibits:
  Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit2.1
    
    
    Merger and Contribution Agreement among
AmeriGas Partners, L.P., AmeriGas Propane,
L.P., New AmeriGas Propane, Inc., AmeriGas
Propane, Inc., AmeriGas Propane-2, Inc., Cal
Gas Corporation of America, Propane Transport,
Inc. and NORCO Transportation Company
    
    AmeriGas
Partners, L.P.
    
    Registration 

Statement on 

Form S-4

(No. 33-92734)
    
    
    10.212.2
    
    
    Conveyance and Contribution Agreement among
AmeriGas Partners, L.P., AmeriGas Propane, L.P.
and Petrolane Incorporated
    
    AmeriGas
Partners, L.P.
    
    Registration 

Statement on 

Form S-4

(No. 33-92734)
    
    
    10.22*3.1
    
    
    Third Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P. dated as
of December 1, 2004, and Amendment No. 1
effective October 15, 2007 thereto3.1
    (a)
    
    Second Amended and Restated Agreement of
Limited Partnership of AmeriGas Propane, L.P.
dated as of December 1, 2004
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/04)
    
    
    3.1
    (a)3.2
    
    
    Amended and Restated Agreement of Limited
Partnership of AmeriGas Eagle Propane, L.P.
dated July 19, 1999
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    3.8
  64




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit4
    
    
    Instruments defining the rights of security
holders, including indentures. (The Partnership
agrees to furnish to the Commission upon
request a copy of any instrument defining the
rights of holders of long-term debt not
required to be filed pursuant to Item 601(b)(4)
of Regulation S-K)4.1
    
    
    Third Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P. dated as
of December 1, 2004 referred to in 3.1 above4.2
    
    
    Indenture, dated May 3, 2005, by and among
AmeriGas Partners, L.P., a Delaware limited
partnership, AmeriGas Finance Corp., a Delaware
corporation, and Wachovia Bank, National
Association, as trustee
    
    AmeriGas 
Partners, L.P.
    
    Form 8-K
(5/3/05)
    
    
    4.14.3
    
    
    Indenture, dated January 26, 2006, by and among
AmeriGas Partners, L.P., a Delaware limited
partnership, AP Eagle Finance Corp., a Delaware
corporation, and U.S. Bank National
Association, as trustee
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(1/26/06)
    
    
    4.14.4
    
    
    Second Amended and Restated Agreement of
Limited Partnership of AmeriGas Propane, L.P.
dated as of December 1, 2004
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/04)
    
    
    3.1
    (a)4.5
    
    
    Amended and Restated Agreement of Limited
Partnership of AmeriGas Eagle Propane, L.P.
dated as of July 19, 1999
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    3.810.1
    
    
    Credit Agreement dated as of November 6, 2006
among AmeriGas Propane, L.P., as Borrower,
AmeriGas Propane, Inc., as Guarantor, Petrolane
Incorporated, as Guarantor, Citigroup Global
Markets Inc., as Syndication Agent, J.P. Morgan
Securities, Inc. and Credit Suisse First
Securities (USA) LLC, as Co-Documentation
Agents, Wachovia Bank, National Association, as
Agent, Issuing Bank and Swing Line Bank, and
the other financial institutions party thereto
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(11/6/06)
    
    
    10.110.2
    
    
    Restricted Subsidiary Guarantee by the
Restricted Subsidiaries of AmeriGas Propane,
L.P., as Guarantors, for the benefit of
Wachovia Bank, National Association and the
Banks dated as of November 6, 2006
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/06)
    
    
    10.210.3
    
    
    Release of Liens and Termination of Security
Documents dated November 6, 2006 by and among
AmeriGas Propane, Inc., Petrolane Incorporated,
AmeriGas Propane, L.P., AmeriGas Propane Parts
& Service, Inc. and Wachovia Bank, National
Association, as Collateral Agent for the
Secured Creditors, pursuant to the
Intercreditor and Agency Agreement dated as of
April 19, 1995
    
    AmeriGas 
Partners, L.P.
    
    Form 10-K
(9/30/06)
    
    
    10.3*10.4
    **
    
    AmeriGas Propane, Inc. Executive Employee
Severance Plan, in effect January 1, 200810.5
    
    
    Credit Agreement
dated as of November 14, 2008 among AmeriGas Propane, L.P., as Borrower, AmeriGas Propane, Inc., as Guarantor,
Petrolane Incorporated, as Guarantor, Citizens Bank of Pennsylvania, as Syndication Agent, and Wachovia Bank,
National Association, as Administrative Agent.
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(11/14/08)
    
    
    10.1*10.6
    **
    
    AmeriGas Propane, Inc. Discretionary Long-Term
Incentive Plan for Non-Executive Key Employees
effective July 1, 2000 and Amended as of
January 1, 2005*10.7
    **
    
    AmeriGas Propane, Inc. 2000 Long-Term Incentive
Plan on Behalf of AmeriGas Partners, L.P., as
amended and restated effective January 1, 2005
(AmeriGas 2000 Plan)10.8
    **
    
    UGI Corporation 1997 Stock Option and Dividend
Equivalent Plan Amended and Restated as of May
24, 2005
    
    UGI
Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.10  65




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.9
    
    
    Trademark License Agreement dated April 19,
1995 among UGI Corporation, AmeriGas, Inc.,
AmeriGas Propane, Inc., AmeriGas Partners, L.P.
and AmeriGas Propane, L.P.
    
    AmeriGas 

Partners, L.P.
    
    Form 10-Q
(3/31/95)
    
    
    10.610.10
    
    
    Trademark License Agreement dated April 19,
1995 among AmeriGas Propane, Inc., AmeriGas
Partners, L.P. and AmeriGas Propane, L.P.
    
    AmeriGas 

Partners, L.P.
    
    Form 10-Q
(3/31/95)
    
    
    10.710.11
    
    
    Stock Purchase Agreement dated May 27, 1989, as
amended and restated July 31, 1989, between
Texas Eastern Corporation and QFB Partners
    
    Petrolane 
Incorporated
/AmeriGas, Inc.
    
    Registration on 

Form S-1

(No. 33-69450)
    
    
    10.16
    (a)10.12
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Amended and Restated as of
December 5, 2006
    
    UGI
Corporation
    
    Form 8-K
(3/27/07)
    
    
    10.110.13
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan, as amended on December 7,
2004  Terms and Conditions as amended December
6, 2005
    
    UGI
Corporation
    
    Form 8-K
(12/6/05)
    
    
    10.1010.14
    **
    
    UGI Corporation 2000 Stock Incentive Plan
Amended and Restated as of May 24, 2005
    
    UGI
Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.1410.15
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan AmeriGas Employees Stock
Option Grant Letter dated as of January 1, 2006
    
    UGI
Corporation
    
    Form 8-K
(12/6/05)
    
    
    10.610.16
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees Nonqualified
Stock Option Grant Letter dated as of January
1, 2006
    
    UGI
Corporation
    
    Form 8-K
(12/6/05)
    
    
    10.410.17
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees Performance
Unit Grant Letter dated as of January 1, 2006
    
    UGI
Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.710.18
    **
    
    UGI Corporation Executive Annual Bonus Plan
effective as of October 1, 2006
    
    UGI
Corporation
    
    Form 10-K
(9/30/07)
    
    
    10.810.19
    **
    
    AmeriGas Propane, Inc. Executive Annual Bonus
Plan, effective as of October 1, 2006
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/07)
    
    
    10.1910.20
    **
    
    AmeriGas 2000 Plan Restricted Unit Grant Letter
dated as of January 1, 2006
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/06)
    
    
    10.2010.21
    **
    
    UGI Corporation Senior Executive Employee
Severance Plan, in effect as of January 1, 2008
    
    UGI
Corporation
    
    Form 10-Q
(3/31/08)
    
    
    10.110.22
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees Stock Unit
Grant Letter dated as of January 1, 2008
    
    UGI
Corporation
    
    Form 10-K
(9/30/08)
    
    
    10.510.23
    **
    
    UGI Corporation 2002 Non-Qualified Stock Option
Plan Amended and Restated as of May 24, 2005
    
    UGI
Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.3810.24
    **
    
    UGI Corporation 1992 Non-Qualified Stock Option
Plan, Amended and Restated as of May 24, 2005
    
    UGI
Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.3910.25
    **
    
    AmeriGas Propane, Inc. Supplemental Executive
Retirement Plan, As Amended July 30, 2007
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/07)
    
    
    10.2510.26
    **
    
    Form of Change in Control Agreement Amended and
Restated as of May 12, 2008 for Mr. Bissell
    
    AmeriGas
Partners, L.P.
    
    Form 10-Q
(6/30/08)
    
    
    10.110.27
    **
    
    Form of Change in Control Agreement Amended and
Restated as of May 12, 2008 for Mr. Sheridan
    
    AmeriGas
Partners, L.P.
    
    Form 10-Q
(6/30/08)
    
    
    10.210.28
    **
    
    UGI Corporation Supplemental Executive
Retirement Plan and Supplemental Savings Plan,
As Amended and Restated on July 31, 2007
    
    UGI
Corporation
    
    Form 10-K
(9/30/07)
    
    
    10.1610.29
    **
    
    Description of oral compensation arrangements
for Messrs. Greenberg and Walsh
    
    UGI
Corporation
    
    Form 10-K
(9/30/08)
    
    
    10.30  66




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.30
    **
    
    Description of oral employment at-will
arrangements for Messrs. Bissell, Knauss and
Sheridan
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/05)
    
    
    10.3010.31
    **
    
    Form of Confidentiality and Post-Employment
Activities Agreement with AmeriGas Propane,
Inc., in its own right and as general partner
of AmeriGas Partners, L.P., for Messrs.
Bissell and Knauss
    
    AmeriGas 

Partners, L.P.
    
    Form 10-Q
(3/31/05)
    
    
    10.310.32
    **
    
    Confidentiality and Post-Employment Activities
Agreement between AmeriGas Propane, Inc., in
its own right and as general partner of
AmeriGas Partners, L.P., and Mr. Sheridan
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(8/15/05)
    
    
    10.110.33
    **
    
    Form of Change in Control Agreement Amended and
Restated as of May 12, 2008 for Messrs.
Greenberg and Walsh
    
    UGI
Corporation
    
    Form 10-Q
(6/30/08)
    
    
    10.310.34
    
    
    [Intentionally Omitted]10.35
    
    
    Purchase Agreement by and among Columbia Energy
Group, Columbia Propane Corporation, CP
Holdings, Inc., Columbia Propane, L.P.,
AmeriGas Propane, L.P., AmeriGas Partners, L.P.
and AmeriGas Propane, Inc. dated as of January
30, 2001 and amended and restated August 7,
2001
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(8/8/01)
    
    
    10.110.36
    
    
    Purchase Agreement by and among Columbia
Propane, L.P., CP Holdings, Inc., Columbia
Propane Corporation, National Propane Partners,
L.P., National Propane Corporation, National
Propane SPG, Inc., and Triarc Companies, Inc.
dated as of April 5, 1999
    
    National
Propane
Partners, L.P.
    
    Form 8-K
(4/19/99)
    
    
    10.510.37
    
    
    Capital Contribution Agreement dated as of
August 21, 2001 by and between Columbia
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings, Inc.
    
    AmeriGas 

Partners, L.P.
    
    Form 8-K
(8/21/01)
    
    
    10.210.38
    
    
    Promissory Note by National Propane L.P., a
Delaware limited partnership in favor of
Columbia Propane Corporation dated July 19,
1999
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.3910.39
    
    
    Loan Agreement dated July 19, 1999, between
National Propane, L.P. and Columbia Propane
Corporation
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4010.40
    
    
    First Amendment dated August 21, 2001 to Loan
Agreement dated July 19, 1999 between National
Propane, L.P. and Columbia Propane Corporation
    
    AmeriGas 

Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4110.41
    
    
    Columbia Energy Group Payment Guaranty dated April 5, 1999
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4210.42
    
    
    Keep Well Agreement by and between AmeriGas Propane, L.P. and Columbia Propane
Corporation dated August 21, 2001
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4610.43
    **
    
    Summary of Director Compensation
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/06)
    
    
    10.43*10.44
    **
    
    AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan, as amended
and restated effective January 1, 200914
    
    
    Code of Ethics for principal executive, financial and accounting officers
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/03)
    
    
    14* 21
    
    
    Subsidiaries of AmeriGas Partners, L.P.* 23
    
    
    Consent of PricewaterhouseCoopers LLP  67




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit* 31.1
    
    
    Certification by the Chief Executive Officer relating to the Registrants
Report on Form 10-K for the year ended September 30, 2008, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002* 31.2
    
    
    Certification by the Chief Financial Officer relating to the Registrants
Report on Form 10-K for the year ended September 30, 2008, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002* 32
    
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
relating to the Registrants Report on Form 10-K for the fiscal year ended
September 30, 2008, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 99
    
    
    UGI Corporation Incentive Stock Award Information
 *
    
    Filed herewith.**
    
    As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or
arrangement.  68




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##### Table of Contents



SIGNATURES
  AMERIGAS PARTNERS, L.P.By:
    
    AmeriGas Propane, Inc.,Its General PartnerDate: November 20, 2008
    
    By:
    
    /s/ Jerry E. Sheridan

Jerry E. SheridanVice President  Finance and Chief Financial Officer
  Signature
    
    Title/s/ Eugene V. N. Bissell

Eugene V. N. Bissell
    
    President and
Chief Executive Officer
(Principal Executive Officer) and Director/s/ Lon R. Greenberg

Lon R. Greenberg
    
    Chairman and Director/s/ John L. Walsh

John L. Walsh
    
    Vice Chairman and Director/s/ Jerry E. Sheridan

Jerry E. Sheridan
    
    Vice President  Finance and
Chief Financial Officer
(Principal Financial Officer)/s/ William J. Stanczak

William J. Stanczak
    
    Controller and Chief Accounting Officer(Principal
Accounting Officer)
  69




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##### Table of Contents



Signature
    
    Title/s/ Stephen D. Ban

Stephen D. Ban
    
    Director/s/ Richard C. Gozon

Richard C. Gozon
    
    Director/s/ William J. Marrazzo

William J. Marrazzo
    
    Director/s/ Gregory A. Pratt

Gregory A. Pratt
    
    Director/s/ Howard B. Stoeckel

Howard B. Stoeckel
    
    DirectorJames W. Stratton
    
    Director
  70




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##### Table of Contents



AMERIGAS PARTNERS, L.P.
     F-1




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##### Table of Contents



AmeriGas Partners, L.P. and Subsidiaries
    
    Form 10-K pageManagements Report on Internal Control over Financial Reporting
    
    
    F-27Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-26Consolidated Balance Sheets as of September 30, 2008 and 2007
    
    
    F-3Consolidated Statements of Operations for the years ended September 30, 2008, 2007 and 2006
    
    
    F-4Consolidated Statements of Cash Flows for the years ended September 30, 2008, 2007 and 2006
    
    
    F-5Consolidated Statements of Partners Capital for the years ended September 30, 2008, 2007
and 2006
    
    
    F-6Notes to
Consolidated Financial Statements
    
    F-7 to F-25Supplementary Data (unaudited):Quarterly Data for the years ended September 30, 2008 and 2007
    
    
    F-25Financial Statements Schedules:I  Condensed Financial Information of Registrant (Parent Company)
    
    S-1 to S-3II  Valuation and Qualifying Accounts
    
    S-4 to S-5
    F-2




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Thousands of dollars)
 September 30,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,909
    
    
    $
    34,034Accounts receivable (less allowances for doubtful accounts
of $20,215 and $15,150, respectively)
    
    
    218,411
    
    
    
    184,038Accounts receivable  related parties
    
    
    5,130
    
    
    
    3,684Inventories
    
    
    144,206
    
    
    
    124,840Derivative financial instruments
    
    
    13
    
    
    
    18,300Collateral deposits
    
    
    17,830
    
    
    
    Prepaid expenses and other current assets
    
    
    28,597
    
    
    
    10,124Total current assets
    
    
    425,096
    
    
    
    375,020Property, plant and equipment (less accumulated depreciation and
amortization of $743,097 and $679,081,
respectively)
    
    
    616,834
    
    
    
    633,978Goodwill
    
    
    640,843
    
    
    
    640,664Intangible assets (less accumulated amortization
of $20,033 and $29,253, respectively)
    
    
    27,579
    
    
    
    29,809Other assets
    
    
    14,721
    
    
    
    17,313Total assets
    
    $
    1,725,073
    
    
    $
    1,696,784LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Current maturities of long-term debt
    
    $
    71,466
    
    
    $
    1,925Accounts payable  trade
    
    
    172,800
    
    
    
    163,092Accounts payable  related parties
    
    
    2,017
    
    
    
    3,588Employee compensation and benefits accrued
    
    
    31,408
    
    
    
    31,330Interest accrued
    
    
    23,490
    
    
    
    23,364Customer deposits and advances
    
    
    106,946
    
    
    
    99,137Derivative financial instruments
    
    
    55,792
    
    
    
    Other current liabilities
    
    
    68,642
    
    
    
    56,157Total current liabilities
    
    
    532,561
    
    
    
    378,593Long-term debt
    
    
    861,924
    
    
    
    931,117Other noncurrent liabilities
    
    
    72,490
    
    
    
    64,460Total liabilities
    
    
    1,466,975
    
    
    
    1,374,170Commitments and contingencies (note 11)Minority interests
    
    
    10,723
    
    
    
    11,386Partners capital:Common unitholders (units issued  57,009,951 and 56,988,702, respectively)
    
    
    308,186
    
    
    
    293,245General partner
    
    
    3,094
    
    
    
    2,952Accumulated other comprehensive (loss) income
    
    
    (63,905
    )
    
    
    15,031Total partners capital
    
    
    247,375
    
    
    
    311,228Total liabilities and partners capital
    
    $
    1,725,073
    
    
    $
    1,696,784
   F-3




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Thousands of dollars, except per unit)
 Year EndedSeptember 30,2008
    
    
    2007
    
    
    2006Revenues:Propane
    
    $
    2,624,672
    
    
    $
    2,096,080
    
    
    $
    1,953,714Other
    
    
    190,517
    
    
    
    181,295
    
    
    
    165,5522,815,189
    
    
    
    2,277,375
    
    
    
    2,119,266Costs and expenses:Cost of sales  propane (excluding depreciation shown
below)
    
    
    1,836,917
    
    
    
    1,365,071
    
    
    
    1,277,306Cost of sales  other (excluding depreciation shown below)
    
    
    71,396
    
    
    
    72,125
    
    
    
    66,463Operating and administrative expenses
    
    
    610,465
    
    
    
    562,524
    
    
    
    535,288Depreciation and amortization
    
    
    80,402
    
    
    
    75,614
    
    
    
    72,452Gain on sale of Arizona storage facility
    
    
    
    
    
    
    (46,117
    )
    
    
    Other (income), net
    
    
    (18,855
    )
    
    
    (17,572
    )
    
    
    (16,299
    )2,580,325
    
    
    
    2,011,645
    
    
    
    1,935,210Operating income
    
    
    234,864
    
    
    
    265,730
    
    
    
    184,056Loss on extinguishments of debt
    
    
    
    
    
    
    
    
    
    
    (17,079
    )Interest expense
    
    
    (72,886
    )
    
    
    (71,487
    )
    
    
    (74,094
    )Income before income taxes
    
    
    161,978
    
    
    
    194,243
    
    
    
    92,883Income tax expense
    
    
    (1,672
    )
    
    
    (846
    )
    
    
    (185
    )Minority interests
    
    
    (2,287
    )
    
    
    (2,613
    )
    
    
    (1,540
    )Net income
    
    $
    158,019
    
    
    $
    190,784
    
    
    $
    91,158General partners interest in net income
    
    $
    2,278
    
    
    $
    5,600
    
    
    $
    912Limited partners interest in net income
    
    $
    155,741
    
    
    $
    185,184
    
    
    $
    90,246Income per limited partner unit  basic and diluted (note 2)
    
    $
    2.70
    
    
    $
    3.15
    
    
    $
    1.59Average limited partner units outstanding (thousands):Basic
    
    
    57,005
    
    
    
    56,826
    
    
    
    56,797Diluted
    
    
    57,044
    
    
    
    56,862
    
    
    
    56,835
   F-4




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands of dollars)
 Year EndedSeptember 30,2008
    
    
    2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    158,019
    
    
    $
    190,784
    
    
    $
    91,158Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    80,402
    
    
    
    75,614
    
    
    
    72,452Gain on sale of Arizona storage facility
    
    
    
    
    
    
    (46,117
    )
    
    
    Loss on extinguishments of debt
    
    
    
    
    
    
    
    
    
    
    17,079Provision for uncollectible accounts
    
    
    15,852
    
    
    
    9,544
    
    
    
    10,768Other, net
    
    
    839
    
    
    
    4,856
    
    
    
    (6,182
    )Net change in:Accounts receivable
    
    
    (51,270
    )
    
    
    (17,142
    )
    
    
    (21,027
    )Inventories
    
    
    (19,032
    )
    
    
    (18,829
    )
    
    
    (9,039
    )Accounts payable
    
    
    8,136
    
    
    
    17,819
    
    
    
    7,557Other current assets
    
    
    (23,178
    )
    
    
    310
    
    
    
    3,845Other current liabilities
    
    
    10,446
    
    
    
    (12,340
    )
    
    
    11,216Net cash provided by operating activities
    
    
    180,214
    
    
    
    204,499
    
    
    
    177,827CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures for property, plant and equipment
    
    
    (62,756
    )
    
    
    (73,764
    )
    
    
    (70,710
    )Proceeds from disposals of assets
    
    
    8,442
    
    
    
    5,954
    
    
    
    10,448Net proceeds from sale of Arizona storage facility
    
    
    
    
    
    
    49,031
    
    
    
    Acquisitions of businesses, net of cash acquired
    
    
    (1,322
    )
    
    
    (78,763
    )
    
    
    (2,846
    )Net cash used by investing activities
    
    
    (55,636
    )
    
    
    (97,542
    )
    
    
    (63,108
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (144,659
    )
    
    
    (154,672
    )
    
    
    (130,805
    )Minority interest activity
    
    
    (2,138
    )
    
    
    (2,144
    )
    
    
    1,130Issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    343,875Repayment of long-term debt
    
    
    (1,680
    )
    
    
    (1,762
    )
    
    
    (343,453
    )Proceeds from issuance of Common Units
    
    
    766
    
    
    
    814
    
    
    
    146Capital contributions from General Partner
    
    
    8
    
    
    
    66
    
    
    
    1Net cash used by financing activities
    
    
    (147,703
    )
    
    
    (157,698
    )
    
    
    (129,106
    )Cash and cash equivalents decrease
    
    $
    (23,125
    )
    
    $
    (50,741
    )
    
    $
    (14,387
    )CASH AND CASH EQUIVALENTS:End of year
    
    $
    10,909
    
    
    $
    34,034
    
    
    $
    84,775Beginning of year
    
    
    34,034
    
    
    
    84,775
    
    
    
    99,162Decrease
    
    $
    (23,125
    )
    
    $
    (50,741
    )
    
    $
    (14,387
    )
   F-5




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 (Thousands of dollars, except unit data)
 Accumulatedother
    
    
    TotalNumber of
    
    
    
    
    
    
    General
    
    
    comprehensive
    
    
    partnersCommon Units
    
    
    Common
    
    
    partner
    
    
    income (loss)
    
    
    capitalBalance September 30, 2005
    
    
    56,792,605
    
    
    $
    289,396
    
    
    $
    2,920
    
    
    $
    45,101
    
    
    $
    337,417Net income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    
    
    
    
    91,158Net losses on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,552
    )
    
    
    (56,552
    )Reclassification of net gains on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,064
    )
    
    
    (20,064
    )Comprehensive income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    (76,616
    )
    
    
    14,542Distributions
    
    
    
    
    
    
    (129,497
    )
    
    
    (1,308
    )
    
    
    
    
    
    
    (130,805
    )Unit-based compensation expense
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    202Common Units issued in connection
with incentive compensation plans
    
    
    4,500
    
    
    
    146
    
    
    
    1
    
    
    
    
    
    
    
    147Balance September 30, 2006
    
    
    56,797,105
    
    
    
    250,493
    
    
    
    2,525
    
    
    
    (31,515
    )
    
    
    221,503Net income
    
    
    
    
    
    
    185,184
    
    
    
    5,600
    
    
    
    
    
    
    
    190,784Net gains on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,270
    
    
    
    25,270Reclassification of net losses on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,276
    
    
    
    21,276Comprehensive income
    
    
    
    
    
    
    185,184
    
    
    
    5,600
    
    
    
    46,546
    
    
    
    237,330Distributions
    
    
    
    
    
    
    (149,433
    )
    
    
    (5,239
    )
    
    
    
    
    
    
    (154,672
    )Unit-based compensation expense
    
    
    
    
    
    
    489
    
    
    
    
    
    
    
    
    
    
    
    489Common Units issued in connection
with incentive compensation plans
    
    
    25,392
    
    
    
    814
    
    
    
    8
    
    
    
    
    
    
    
    822Common Units issued in connection
with acquisition
    
    
    166,205
    
    
    
    5,698
    
    
    
    58
    
    
    
    
    
    
    
    5,756Balance September 30, 2007
    
    
    56,988,702
    
    
    
    293,245
    
    
    
    2,952
    
    
    
    15,031
    
    
    
    311,228Net income
    
    
    
    
    
    
    155,741
    
    
    
    2,278
    
    
    
    
    
    
    
    158,019Net losses on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,925
    )
    
    
    (25,925
    )Reclassification of net gains on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,011
    )
    
    
    (53,011
    )Comprehensive income
    
    
    
    
    
    
    155,741
    
    
    
    2,278
    
    
    
    (78,936
    )
    
    
    79,083Distributions
    
    
    
    
    
    
    (142,515
    )
    
    
    (2,144
    )
    
    
    
    
    
    
    (144,659
    )Unit-based compensation expense
    
    
    
    
    
    
    949
    
    
    
    
    
    
    
    
    
    
    
    949Common Units issued in connection
with incentive compensation plans
    
    
    21,249
    
    
    
    766
    
    
    
    8
    
    
    
    
    
    
    
    774Balance September 30, 2008
    
    
    57,009,951
    
    
    $
    308,186
    
    
    $
    3,094
    
    
    $
    (63,905
    )
    
    $
    247,375
   F-6




---



##### Table of Contents



Note 1  Partnership Organization
      Note 2  Summary of Significant Accounting Policies
 Accounting and Consolidation Principles.
 Finance Corps.
 Reclassifications.
 Use of Estimates.
  F-7




---



##### Table of Contents



Revenue Recognition.
 Delivery Expenses.
 Inventories.
 Property, Plant and Equipment and Related Depreciation.
    Intangible Assets.
 2008
    
    
    2007Subject to amortization:Customer relationships and noncompete agreements
    
    $
    47,612
    
    
    $
    59,062Accumulated amortization
    
    
    (20,033
    )
    
    
    (29,253
    )27,579
    
    
    
    29,809Not subject to amortization:Goodwill
    
    $
    640,843
    
    
    $
    640,664
  F-8




---



##### Table of Contents



Deferred Debt Issuance Costs.
 Customer Deposits.
 Environmental and Other Legal Matters.
  Income Taxes.
   F-9




---



##### Table of Contents



Equity-Based Compensation.
 Black-Scholes
   Allocation of Net Income.
 Net Income Per Unit.
  F-10




---



##### Table of Contents



Derivative Instruments.
    Consolidated Statements of Cash Flows.
 Comprehensive Income.
 Segment Information.
 Recently Issued Accounting Pronouncements Not Yet Adopted.
  F-11




---



##### Table of Contents



Statements 
  F-12




---



##### Table of Contents



Note 3  Acquisitions
   F-13




---



##### Table of Contents



2008
    
    
    2007
    
    
    2006Net current (liabilities) assets
    
    $
    (1,010
    )
    
    $
    (2,208
    )
    
    $
    172Property, plant and equipment
    
    
    2,731
    
    
    
    59,439
    
    
    
    1,626Goodwill
    
    
    751
    
    
    
    19,449
    
    
    
    884Customer relationships and noncompete agreements
(estimated useful life of 10 and 5 years, respectively)
    
    
    2,451
    
    
    
    8,238
    
    
    
    632Other long-term assets and liabilities
    
    
    
    
    
    
    (98
    )
    
    
    (4
    )Total
    
    $
    4,923
    
    
    $
    84,820
    
    
    $
    3,310
  Note 4  Sales of Assets
  Note 5  Quarterly Distributions of Available Cash
  1.
    
    all cash on hand at the end of such quarter,2.
    
    plus all additional cash on hand as of the date of determination resulting from
borrowing after the end of such quarter,3.
    
    less the amount of cash reserves established by the General Partner in its reasonable
discretion.
    2008
    
    
    2007
    
    
    20061st Quarter
    
    $
    0.61
    
    
    $
    0.58
    
    
    $
    0.562nd Quarter
    
    
    0.61
    
    
    
    0.58
    
    
    
    0.563rd Quarter
    
    
    0.64
    
    
    
    0.61
    
    
    
    0.584th Quarter
    
    
    0.64
    
    
    
    0.86
    
    
    
    0.58
  F-14




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##### Table of Contents



Note 6  Debt
  2008
    
    
    2007AmeriGas Propane:AmeriGas Partners Senior Notes:8.875%, due May 2011 (including unamortized premium of $127 and $175,
respectively, effective rate  8.46%)
    
    $
    14,767
    
    
    $
    14,8157.25%, due May 2015
    
    
    415,000
    
    
    
    415,0007.125%, due May 2016
    
    
    350,000
    
    
    
    350,000AmeriGas OLP First Mortgage Notes:Series D, 7.11%, due March 2009 (including unamortized premium of $201 and
$584, respectively, effective rate  6.52%)
    
    
    70,201
    
    
    
    70,584Series E, 8.50%, due July 2010 (including unamortized premium of $42 and $66,
respectively, effective rate  8.47%)
    
    
    80,042
    
    
    
    80,066Other
    
    
    3,380
    
    
    
    2,577Total long-term debt
    
    
    933,390
    
    
    
    933,042Less current maturities (including net unamortized premium of $273 and $455,
respectively)
    
    
    (71,466
    )
    
    
    (1,925
    )Total long-term debt due after one year
    
    $
    861,924
    
    
    $
    931,117
  AmeriGas Partners Senior Notes.
 AmeriGas OLP First Mortgage Notes.
  F-15




---



##### Table of Contents



AmeriGas
OLP Credit Agreements.
     AmeriGas OLP Term Loan.
 Restrictive Covenants.
 1.
    
    no event of default exists or would exist upon making such distributions and2.
    
    the Partnerships consolidated fixed charge coverage ratio, as defined, is greater than
1.75-to-1.
   F-16




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##### Table of Contents



Note 7  Employee Retirement Plans
   Note 8  Inventories
  2008
    
    
    2007Propane gas
    
    $
    121,365
    
    
    $
    103,587Materials, supplies and other
    
    
    19,296
    
    
    
    16,186Appliances for sale
    
    
    3,545
    
    
    
    5,067Total inventories
    
    $
    144,206
    
    
    $
    124,840
   F-17




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##### Table of Contents



Note 9  Property, Plant and Equipment
  2008
    
    
    2007Land
    
    $
    66,153
    
    
    $
    66,391Buildings and improvements
    
    
    91,760
    
    
    
    89,878Transportation equipment
    
    
    68,254
    
    
    
    68,005Storage facilities
    
    
    118,650
    
    
    
    109,934Equipment, primarily cylinders and tanks
    
    
    992,532
    
    
    
    958,917Other
    
    
    22,582
    
    
    
    19,934Gross property, plant and equipment
    
    
    1,359,931
    
    
    
    1,313,059Less accumulated depreciation and amortization
    
    
    (743,097
    )
    
    
    (679,081
    )Net property, plant and equipment
    
    $
    616,834
    
    
    $
    633,978
 Note 10  Partners Capital and Incentive Compensation Plans
     F-18




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##### Table of Contents



Grants Awarded in Fiscal Year2008
    
    
    2007
    
    
    2006Risk-free rate
    
    
    3.1
    %
    
    
    4.7
    %
    
    
    5.2
    %Expected life
    
    3 years
    
    
    3 years
    
    
    3 yearsExpected volatility
    
    
    17.7
    %
    
    
    17.6
    %
    
    
    18.1
    %Dividend yield
    
    
    6.8
    %
    
    
    7.1
    %
    
    
    7.7
    %
   Total
    
    
    Vested
    
    
    Non-VestedWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Number of
    
    
    Grant Date
    
    
    Number of
    
    
    Grant DateCommon
    
    
    Fair Value
    
    
    Common
    
    
    Fair Value
    
    
    Common
    
    
    Fair ValueUnits
    
    
    (per Unit)
    
    
    Units
    
    
    (per Unit)
    
    
    Units
    
    
    (per Unit)September 30, 2007
    
    
    119,317
    
    
    $
    30.63
    
    
    
    12,583
    
    
    $
    29.87
    
    
    
    106,734
    
    
    $
    30.72Granted
    
    
    40,050
    
    
    $
    37.91
    
    
    
    
    
    
    $
    
    
    
    
    40,050
    
    
    $
    37.91Forfeited
    
    
    (750
    )
    
    $
    32.54
    
    
    
    
    
    
    $
    
    
    
    
    (750
    )
    
    $
    32.54Vested
    
    
    
    
    
    $
    
    
    
    
    59,900
    
    
    $
    31.10
    
    
    
    (59,900
    )
    
    $
    31.10Units paid
    
    
    (32,517
    )
    
    $
    29.49
    
    
    
    (32,517
    )
    
    $
    29.49
    
    
    
    
    
    
    $
    September 30, 2008
    
    
    126,100
    
    
    $
    33.44
    
    
    
    39,966
    
    
    $
    32.03
    
    
    
    86,134
    
    
    $
    34.10
    F-19




---



##### Table of Contents



Note 11  Commitments and Contingencies
   Year Ending September 30,2009
    
    $
    45,4172010
    
    
    38,8182011
    
    
    32,6912012
    
    
    26,7122013
    
    
    21,373Thereafter
    
    
    56,985Total minimum operating lease payments
    
    $
    221,996
     F-20




---



##### Table of Contents



F-21




---



##### Table of Contents



Note 12  Related Party Transactions
       F-22




---



##### Table of Contents



Note 13  Other Current Liabilities
  2008
    
    
    2007Property and casualty liability
    
    $
    27,831
    
    
    $
    17,923Taxes other than income taxes
    
    
    6,411
    
    
    
    6,718Propane exchange liability
    
    
    12,583
    
    
    
    11,950Deferred tank fee revenue
    
    
    12,470
    
    
    
    11,753Other
    
    
    9,347
    
    
    
    7,813Total other current liabilities
    
    $
    68,642
    
    
    $
    56,157
 Note 14  Financial Instruments
       F-23




---



##### Table of Contents



Asset (Liability)Carrying
    
    
    EstimatedAmount
    
    
    Fair Value2008:Propane swap and option contracts
    
    $
    (54,018
    )
    
    $
    (54,018
    )Interest rate protection agreements
    
    
    (5,778
    )
    
    
    (5,778
    )Long-term debt
    
    
    (933,390
    )
    
    
    (863,550
    )2007:Propane swap and option contracts
    
    $
    18,290
    
    
    $
    18,290Interest rate protection agreements
    
    
    583
    
    
    
    583Long-term debt
    
    
    (933,042
    )
    
    
    (923,505
    )
   Note 15  Other Income, Net
  2008
    
    
    2007
    
    
    2006Gain on sales of fixed assets
    
    $
    1,698
    
    
    $
    862
    
    
    $
    2,801Finance charges
    
    
    11,822
    
    
    
    10,208
    
    
    
    8,371Other
    
    
    5,335
    
    
    
    6,502
    
    
    
    5,127Total other income, net
    
    $
    18,855
    
    
    $
    17,572
    
    
    $
    16,299
  F-24




---



##### Table of Contents



Note 16  Quarterly Data (Unaudited)
  December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007(a)Revenues
    
    $
    748,168
    
    
    $
    616,591
    
    
    $
    1,006,656
    
    
    $
    809,808
    
    
    $
    535,129
    
    
    $
    433,917
    
    
    $
    525,236
    
    
    $
    417,059Operating income
(loss)
    
    $
    73,958
    
    
    $
    75,260
    
    
    $
    153,287
    
    
    $
    139,260
    
    
    $
    9,585
    
    
    $
    12,035
    
    
    $
    (1,966
    )
    
    $
    39,175Net income (loss)
    
    $
    54,305
    
    
    $
    55,640
    
    
    $
    132,950
    
    
    $
    119,886
    
    
    $
    (8,788
    )
    
    $
    (5,712
    )
    
    $
    (20,448
    )
    
    $
    20,970Income (loss) per
limited partner
unit -basic
and diluted (b)
    
    $
    0.87
    
    
    $
    0.88
    
    
    $
    1.58
    
    
    $
    1.47
    
    
    $
    (0.16
    )
    
    $
    (0.10
    )
    
    $
    (0.36
    )
    
    $
    0.30
 (a)
    
    Includes a gain on sale of the Partnerships 3.5 million barrel storage facility which
increased net income by $45,651 or $0.79 per limited partner unit.(b)
    
    Theoretical distributions of net income in accordance with EITF 03-6 resulted in an increased
allocation of net income to the General Partner in the computation of income per limited
partner unit which had the effect of decreasing quarterly earnings per limited partner unit
for the quarters ended December 31 and March 31 as follows: December 31,
    
    
    March 31,Quarter ended:
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007Decrease in income
per limited partner
unit
    
    $
    (0.07
    )
    
    $
    (0.09
    )
    
    $
    (0.73
    )
    
    $
    (0.62
    )
 Note 17  Subsequent Events
    F-25




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 To the Partners of AmeriGas Partners, L.P. and the Board of Directors of AmeriGas Propane, Inc.:
 Internal Control  Integrated Framework
   
  F-26




---



##### Table of Contents



General Partners Report
 
 Financial Statements
    
 Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework,
   
 
 
  F-27




---



##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 September 30,2008
    
    
    2007ASSETSCurrent assets:Cash
    
    $
    959
    
    
    $
    180Total current assets
    
    
    959
    
    
    
    180Investment in AmeriGas Propane, L.P.
    
    
    1,043,285
    
    
    
    1,107,649Other assets
    
    
    8,207
    
    
    
    9,474Total assets
    
    $
    1,052,451
    
    
    $
    1,117,303LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and other liabilities
    
    $
    4,812
    
    
    $
    5,764Accrued interest
    
    
    20,496
    
    
    
    20,496Total current liabilities
    
    
    25,308
    
    
    
    26,260Long-term debt
    
    
    779,768
    
    
    
    779,815Commitments and contingenciesPartners capital:Common unitholders
    
    
    308,186
    
    
    
    293,245General partner
    
    
    3,094
    
    
    
    2,952Accumulated other comprehensive (loss) income
    
    
    (63,905
    )
    
    
    15,031Total partners capital
    
    
    247,375
    
    
    
    311,228Total liabilities and partners capital
    
    $
    1,052,451
    
    
    $
    1,117,303
    S-1




---



##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 YearEndedSeptember 30,2008
    
    
    2007
    
    
    2006Operating (income) expenses, net
    
    $
    (49
    )
    
    $
    78
    
    
    $
    151Loss on extinguishments of debt
    
    
    
    
    
    
    
    
    
    
    (2,702
    )Interest expense
    
    
    (58,003
    )
    
    
    (58,006
    )
    
    
    (51,648
    )Loss before income taxes
    
    
    (58,052
    )
    
    
    (57,928
    )
    
    
    (54,199
    )Income tax expense
    
    
    3
    
    
    
    30
    
    
    
    40Loss before equity in income of AmeriGas Propane, L.P.
    
    
    (58,055
    )
    
    
    (57,958
    )
    
    
    (54,239
    )Equity in income of AmeriGas Propane, L.P.
    
    
    216,074
    
    
    
    248,742
    
    
    
    145,397Net income
    
    $
    158,019
    
    
    $
    190,784
    
    
    $
    91,158General partners interest in net income
    
    $
    2,278
    
    
    $
    5,600
    
    
    $
    912Limited partners interest in net income
    
    $
    155,741
    
    
    $
    185,184
    
    
    $
    90,246Income per limited partner unit  basic and diluted:
    
    $
    2.70
    
    
    $
    3.15
    
    
    $
    1.59Average limited partner units outstanding  basic (thousands)
    
    
    57,005
    
    
    
    56,826
    
    
    
    56,797Average limited partner units outstanding  diluted (thousands)
    
    
    57,044
    
    
    
    56,862
    
    
    
    56,835
  S-2




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 YearEndedSeptember 30,2008
    
    
    2007 (b)
    
    
    2006NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
    
    $
    144,664
    
    
    $
    152,752
    
    
    $
    121,668CASH FLOWS FROM INVESTING ACTIVITIES:Contributions to AmeriGas Propane, L.P.
    
    
    
    
    
    
    (264
    )
    
    
    (282,207
    )Net cash used by investing activities
    
    
    0
    
    
    
    (264
    )
    
    
    (282,207
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (144,659
    )
    
    
    (154,672
    )
    
    
    (130,805
    )Issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    343,875Repayments of long-term debt
    
    
    
    
    
    
    
    
    
    
    (60,000
    )Proceeds from issuance of Common Units
    
    
    766
    
    
    
    814
    
    
    
    146Capital contribution from General Partner
    
    
    8
    
    
    
    66
    
    
    
    1Net cash (used) provided by financing activities
    
    
    (143,885
    )
    
    
    (153,792
    )
    
    
    153,217Increase (decrease) in cash and cash equivalents
    
    $
    779
    
    
    $
    (1,304
    )
    
    $
    (7,322
    )CASH AND CASH EQUIVALENTS:End of year
    
    $
    959
    
    
    $
    180
    
    
    $
    1,484Beginning of year
    
    
    180
    
    
    
    1,484
    
    
    
    8,806Increase (decrease)
    
    $
    779
    
    
    $
    (1,304
    )
    
    $
    (7,322
    )
 (a)
    
    Includes distributions received from AmeriGas Propane, L.P. of $200,983, $210,996 and $171,510
for the years ended September 30, 2008, 2007 and 2006, respectively.(b)
    
    During the year ended September 30, 2007, the Partnership issued Common Units to the
General Partner having a fair value of $34.28 per Common Unit in consideration for the retention of
certain income tax liabilities
relating to the acquisition of All Star Gas Corporation.  S-3




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 ChargedBalance at
    
    
    (credited)
    
    
    
    
    
    
    Balance atbeginning
    
    
    to costs and
    
    
    
    
    
    
    end ofof year
    
    
    expenses
    
    
    Other
    
    
    yearYear Ended September 30, 2008Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    15,149
    
    
    $
    15,852
    
    
    $
    (10,786
    )(1)
    
    $
    20,215Other reserves:Property and casualty
liability
    
    $
    57,714
    
    
    $
    31,498
    
    
    $
    (18,040
    )(2)
    
    $
    71,172
    (5)Environmental, litigation and other
    
    $
    12,056
    
    
    $
    4,559
    
    
    $
    (2,280
    )(2)
    
    $
    14,481146
    (3)Year Ended September 30, 2007Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    14,460
    
    
    $
    9,544
    
    
    $
    (10,131
    )(1)
    
    $
    15,1491,276
    (4)Other reserves:Property and casualty
liability
    
    $
    58,550
    
    
    $
    10,987
    
    
    $
    (11,823
    )(2)
    
    $
    57,714
    (5)Environmental, litigation and other
    
    $
    12,680
    
    
    $
    90
    
    
    $
    (685
    )(2)
    
    $
    12,056(29
    )(3)
  S-4




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS (continued)
 ChargedBalance at
    
    
    (credited)
    
    
    
    
    
    
    Balance atbeginning
    
    
    to costs and
    
    
    
    
    
    
    end ofof year
    
    
    expenses
    
    
    Other
    
    
    yearYear Ended September 30, 2006Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    13,143
    
    
    $
    10,768
    
    
    $
    (9,451
    )(1)
    
    $
    14,460Other reserves:Property and casualty liability
    
    $
    60,620
    
    
    $
    11,856
    
    
    $
    (13,926
    )(2)
    
    $
    58,550
    (5)Environmental, litigation and other
    
    $
    8,303
    
    
    $
    5,140
    
    
    $
    (528
    )(2)
    
    $
    12,680(235
    )(3)
 (1)
    
    Uncollectible accounts written off, net of recoveries(2)
    
    Payments, net of any refunds(3)
    
    Other adjustments, primarily reclassifications(4)
    
    Acquisitions(5)
    
    At September 30, 2008, 2007 and 2006, the Partnership had insurance indemnification receivables associated with its property and casualty liabilities totaling $17,926, $0, and $246, respectively.  S-5




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    
    Third Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P. dated as
of December 1, 2004, and Amendment No. 1
effective October 15, 2007 thereto10.4
    
    
    AmeriGas Propane, Inc. Executive Employee Severance Plan, in effect January 1, 200810.6
    
    
    AmeriGas Propane, Inc. Discretionary Long-Term Incentive Plan for Non-Executive Key Employees
effective July 1, 2000 and Amended as of January 1, 200510.7
    
    
    AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., as
amended and restated effective January 1, 200510.44
    
    
    AmeriGas Propane, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated
effective January 1, 200921
    
    
    Subsidiaries of the Registrant23
    
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    
    Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act31.2
    
    
    Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act32
    
    
    Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act99
    
    
    UGI Corporation Incentive Stock Award Information