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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, 2009
 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:
 Yes þ No o
 Yes o No þ
 þ o
 Yes
o No o
 þ
  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:Forward-Looking Information
    
    
    2Item 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    16Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17PART II:Item 5. Market for Registrants Common Equity, Related Security Holder Matters and Issuer
Purchases of Equity Securities
    
    
    17Item 6. Selected Financial Data
    
    
    18Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 8. Financial Statements and Supplementary Data
    
    
    28Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    28Item 9A. Controls and Procedures
    
    
    29Item 9B. Other Information
    
    
    29PART III:Item 10. Directors, Executive Officers and Corporate Governance
    
    
    29Item 11. Executive Compensation
    
    
    34Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security
Holder Matters
    
    
    60Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    63Item 14. Principal Accountant Fees and Services
    
    
    64PART IV:Item 15. Exhibits and Financial Statement Schedules
    
    
    65Signatures
    
    
    71Index to Financial Statements and Financial Statement Schedules
    
    
    F-2Exhibit 10.12Exhibit 10.22Exhibit 10.29Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99
   1




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##### Table of Contents



FORWARD-LOOKING INFORMATION
    
 PART I:
 
 ITEM 1. BUSINESS
 General
     2




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Business Strategy
  General Partner Information
  Products, Services and Marketing
     3




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Propane Supply and Storage
     4




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Average Propane Spot Market Prices
 
 General Industry Information
  Competition
   5




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Trade Names, Trade and Service Marks
 ® ®
 Seasonality
    6




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Government Regulation
    Employees
  Global Climate Change
    7




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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.
   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.
   8




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We are dependent on our principal propane suppliers, which increases the risks from an interruption
in supply and transportation.
  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.
   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.
   9




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We are subject to operating and litigation risks that may not be covered by insurance.
  Our net income will decrease if we are required to incur additional costs to comply with new
governmental safety, health, transportation, tax and environmental regulations.
  Our operations, capital expenditures and financial results may be affected by regulatory changes
and/or market responses to global climate change.
   Unforeseen difficulties with the implementation or operation of our information systems could
adversely affect our internal controls and our business.
   10




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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.
 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.
   11




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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;
    
    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.
   12




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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.
   
    
    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.
  13




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Our General Partner may voluntarily withdraw or sell its general partner interest.
  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.
     14




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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.
  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.
   15




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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.
  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
   16




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Approximate Quantity & Equipment Type

    
    % Owned
    
    % Leased1,610
    
    
    Trailers
    
    
    90
    %
    
    
    10
    %300
    
    
    Tractors
    
    
    15
    %
    
    
    85
    %180
    
    
    Railroad tank cars
    
    
    0
    %
    
    
    100
    %2,480
    
    
    Bobtail trucks
    
    
    13
    %
    
    
    87
    %270
    
    
    Rack trucks
    
    
    1
    %
    
    
    99
    %2,300
    
    
    Service and delivery trucks
    
    
    15
    %
    
    
    85
    %
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II:
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  Price Range
    
    Cash2009 Fiscal Year
    
    High
    
    Low
    
    DistributionFourth Quarter
    
    $
    38.00
    
    
    $
    32.95
    
    
    $
    0.84
    (1)Third Quarter
    
    
    34.75
    
    
    
    28.10
    
    
    
    0.67Second Quarter
    
    
    32.60
    
    
    
    23.37
    
    
    
    0.64First Quarter
    
    
    31.98
    
    
    
    17.98
    
    
    
    0.64
 Price Range
    
    Cash2008 Fiscal Year
    
    High
    
    Low
    
    DistributionFourth Quarter
    
    $
    32.81
    
    
    $
    28.40
    
    
    $
    0.64Third Quarter
    
    
    36.09
    
    
    
    30.00
    
    
    
    0.64Second Quarter
    
    
    36.88
    
    
    
    25.00
    
    
    
    0.61First Quarter
    
    
    37.99
    
    
    
    34.39
    
    
    
    0.61
 (1)
    
    Includes a one-time
distribution of $0.17 from the proceeds of the Partnerships
November 13, 2008 sale of  its storage facility in California.    17




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ITEM 6. SELECTED FINANCIAL DATA
 Year Ended September 30,(Thousands of dollars, except per share amounts)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005FOR THE PERIOD:Income statement data:Revenues
    
    $
    2,260,095
    
    
    $
    2,815,189
    
    
    $
    2,277,375
    
    
    $
    2,119,266
    
    
    $
    1,963,256Net income
    
    $
    224,643
    
    
    $
    158,019
    
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845Limited partners interest in net income
    
    $
    217,906
    
    
    $
    155,741
    
    
    $
    185,184
    
    
    $
    90,246
    
    
    $
    60,237Income per limited partner unit  basic and
diluted (a)
    
    $
    3.59
    
    
    $
    2.70
    
    
    $
    3.15
    
    
    $
    1.59
    
    
    $
    1.10Cash distributions declared per limited
partner unit
    
    $
    2.79
    
    
    $
    2.50
    
    
    $
    2.63
    
    
    $
    2.28
    
    
    $
    2.22AT PERIOD END:Balance sheet data:Current assets
    
    $
    316,507
    
    
    $
    425,096
    
    
    $
    375,020
    
    
    $
    368,209
    
    
    $
    417,740Total assets
    
    
    1,657,564
    
    
    
    1,725,073
    
    
    
    1,696,784
    
    
    
    1,611,767
    
    
    
    1,663,075Current liabilities (excluding debt)
    
    
    338,380
    
    
    
    461,095
    
    
    
    376,668
    
    
    
    378,331
    
    
    
    338,928Total debt
    
    
    865,644
    
    
    
    933,390
    
    
    
    933,042
    
    
    
    933,746
    
    
    
    913,502Minority interests
    
    
    11,866
    
    
    
    10,723
    
    
    
    11,386
    
    
    
    10,448
    
    
    
    8,570Partners capital
    
    
    364,459
    
    
    
    247,375
    
    
    
    311,228
    
    
    
    221,503
    
    
    
    337,417OTHER DATA:Capital expenditure (including capital leases)
    
    $
    78,739
    
    
    $
    62,756
    
    
    $
    73,764
    
    
    $
    70,915
    
    
    $
    63,584Retail propane gallons sold (millions)
    
    
    928.2
    
    
    
    993.2
    
    
    
    1,006.7
    
    
    
    975.2
    
    
    
    1,034.9Degree days
 % (warmer) than
normal (b)
    
    
    (2.5
    %)
    
    
    (3.0
    %)
    
    
    (6.5
    %)
    
    
    (10.2
    %)
    
    
    (6.9
    %)
 (a)
    
    Calculated in accordance with accounting guidance regarding the application of the two-class
method for determining earnings per share as it relates to master limited partnerships.(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. Fiscal 2008 has been adjusted to
correct for a NOAA error.  18




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Executive Overview
      19




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Analysis of Results of Operations
  Year Ended September 30,(Millions of dollars, except where noted)
    
    2009
    
    
    2008
    
    
    2007Gallons sold (millions):Retail
    
    
    928.2
    
    
    
    993.2
    
    
    
    1,006.7Wholesale
    
    
    119.7
    
    
    
    111.2
    
    
    
    117.41,047.9
    
    
    
    1,104.4
    
    
    
    1,124.1Revenues:Retail propane
    
    $
    1,976.0
    
    
    $
    2,439.2
    
    
    $
    1,958.5Wholesale propane
    
    
    115.9
    
    
    
    185.4
    
    
    
    137.6Other
    
    
    168.2
    
    
    
    190.6
    
    
    
    181.3$
    2,260.1
    
    
    $
    2,815.2
    
    
    $
    2,277.4Total margin (a)
    
    $
    943.6
    
    
    $
    906.9
    
    
    $
    840.2EBITDA (b)
    
    $
    381.4
    
    
    $
    313.0
    
    
    $
    338.7Operating income
    
    $
    300.5
    
    
    $
    234.9
    
    
    $
    265.7Net income (c)
    
    $
    224.6
    
    
    $
    158.0
    
    
    $
    190.8Degree days  % (warmer) than normal (d)
    
    
    (2.5
    %)
    
    
    (3.0
    %)
    
    
    (6.5
    %)
 (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 GAAP requirement to provide profitability information about its domestic
propane segment. EBITDA in Fiscal 2009 and Fiscal 2007 includes the
effects of pre-tax gains of $39.9 million and
$46.1 million, respectively, from the sales of LPG storage facilities.  Year Ended September 30,2009
    
    
    2008
    
    
    2007Net income
    
    $
    224.6
    
    
    $
    158.0
    
    
    $
    190.8Income tax expense
    
    
    2.7
    
    
    
    1.7
    
    
    
    0.8Interest expense
    
    
    70.3
    
    
    
    72.9
    
    
    
    71.5Depreciation
    
    
    78.5
    
    
    
    75.7
    
    
    
    71.6Amortization
    
    
    5.3
    
    
    
    4.7
    
    
    
    4.0EBITDA
    
    $
    381.4
    
    
    $
    313.0
    
    
    $
    338.7
 (c)
    
    Net income in Fiscal 2009 and Fiscal 2007 includes net income of $39.5 million and $45.7
million, respectively, from the sales of LPG storage facilities.(d)
    
    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. Fiscal 2008 data has been
adjusted to correct a NOAA error.  20




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Fiscal 2009 Compared with Fiscal 2008
      Fiscal 2008 Compared with Fiscal 2007
    21




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Financial Condition and Liquidity
 Capitalization and Liquidity
       22




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Partnership Distributions
        Fiscal2009
    
    
    2008
    
    
    20071st Quarter
    
    $
    0.64
    
    
    $
    0.61
    
    
    $
    0.582nd Quarter
    
    
    0.64
    
    
    
    0.61
    
    
    
    0.583rd Quarter
    
    
    0.67
    
    
    
    0.64
    
    
    
    0.614th Quarter
    
    
    0.84
    
    
    
    0.64
    
    
    
    0.86
    Cash Flows
 Operating activities.
  23




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Investing activities.
 Financing activities.
 Capital Expenditures
  Year Ended September 30,
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007(Millions of dollars)
    
    (estimate)Property, plant and equipment
expenditures
    
    $
    82.0
    
    
    $
    78.7
    
    
    $
    62.8
    
    
    $
    73.8
   24




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Contractual Cash Obligations and Commitments
  Payments Due by PeriodFiscal 2015Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    and(Millions of dollars)
    
    Total
    
    
    2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    thereafterLong-term debt (a)
    
    $
    865.5
    
    
    $
    82.2
    
    
    $
    16.7
    
    
    $
    1.3
    
    
    $
    765.3Interest on long-term fixed-rate debt (b)
    
    
    365.7
    
    
    
    64.3
    
    
    
    111.3
    
    
    
    110.1
    
    
    
    80.0Operating leases
    
    
    222.7
    
    
    
    48.3
    
    
    
    72.6
    
    
    
    46.5
    
    
    
    55.3Derivative financial instruments (c)
    
    
    19.3
    
    
    
    19.3
    
    
    
    
    
    
    
    
    
    
    
    Propane supply contracts
    
    
    50.5
    
    
    
    50.5
    
    
    
    
    
    
    
    
    
    
    
    Other purchase obligations (d)
    
    
    18.6
    
    
    
    18.6
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,542.3
    
    
    $
    283.2
    
    
    $
    200.6
    
    
    $
    157.9
    
    
    $
    900.6
 (a)
    
    Based upon stated maturity dates.(b)
    
    Based upon stated interest rates.(c)
    
    Represents the sum of amounts due if derivative financial instrument liabilities were settled
at the September 30, 2009 amounts reflected in the financial statements.(d)
    
    Includes material capital expenditure obligations.  Partnership Sale of Propane Storage Facility
  AmeriGas OLP Environmental Matter
   25




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Related Party Transactions
       Off-Balance Sheet Arrangements
  Market Risk Disclosures
  Commodity Price Risk
   26




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Interest Rate Risk
      Fair Value -Asset
    
    
    Change in(Millions of dollars)
    
    (Liability)
    
    
    Fair ValueSeptember 30, 2009:Propane swap and option contracts
    
    $
    11.8
    
    
    $
    (14.0
    )Interest rate protection agreements
    
    
    (15.9
    )
    
    
    (4.9
    )September 30, 2008:Propane swap and option contracts
    
    $
    (54.0
    )
    
    $
    (29.1
    )Interest rate protection agreements
    
    
    (5.8
    )
    
    
    (4.0
    )
  Critical Accounting Policies and Estimates
   27




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Litigation accruals and environmental liabilities.
 Depreciation and amortization of long-lived assets.
 Purchase price allocation.
 Newly Adopted and Recently Issued Accounting Pronouncements
  
 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
   28




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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.
   29




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##### Table of Contents



Directors and Executive Officers of the General Partner
  Name
    
    Age
    
    
    Position with the General PartnerLon R. Greenberg
    
    
    59
    
    
    Chairman and DirectorEugene V. N. Bissell
    
    
    56
    
    
    President, Chief Executive Officer and DirectorJohn L. Walsh
    
    
    54
    
    
    Vice Chairman and DirectorStephen D. Ban
    
    
    69
    
    
    DirectorRichard C. Gozon
    
    
    71
    
    
    DirectorWilliam J. Marrazzo
    
    
    60
    
    
    DirectorGregory A. Pratt
    
    
    61
    
    
    DirectorMarvin O. Schlanger
    
    
    61
    
    
    DirectorHoward B. Stoeckel
    
    
    64
    
    
    DirectorRandy A. Hannigan
    
    
    58
    
    
    Vice President  Field OperationsJohn S. Iannarelli
    
    
    45
    
    
    Vice President  Midwest OperationsWilliam D. Katz
    
    
    56
    
    
    Vice President  Human ResourcesRobert H. Knauss
    
    
    56
    
    
    Vice President, General Counsel and Corporate SecretaryDavid L. Lugar
    
    
    52
    
    
    Vice President  Supply and LogisticsCarey M. Monaghan
    
    
    58
    
    
    Vice President  Sales and MarketingKevin Rumbelow
    
    
    49
    
    
    Vice President  Operations SupportJerry E. Sheridan
    
    
    44
    
    
    Vice President  Finance and Chief Financial OfficerWilliam J. Stanczak
    
    
    54
    
    
    Controller and Chief Accounting Officer
   30




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31




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##### Table of Contents



32




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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;
 (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
     33




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##### Table of Contents



Section 16(a)  Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  REPORT OF THE COMPENSATION/PENSION COMMITTEE
  Compensation/Pension Committee
 
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction
   Compensation Philosophy and Objectives
   34




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##### Table of Contents



Determination of Competitive Compensation
  
    
    provide the Committees 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.
       35




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##### Table of Contents



Elements of Compensation
 Salary
     Percentage Increaseover Fiscal 2008Name
    
    Salary
    
    SalaryE. V. N. Bissell
    
    $
    490,000
    
    
    
    10.7
    %J. E. Sheridan
    
    $
    302,356
    
    
    
    7.6
    %L. R. Greenberg
    
    $
    1,067,500
    
    
    
    4.0
    %J. L. Walsh
    
    $
    648,440
    
    
    
    5.0
    %R. H. Knauss
    
    $
    340,340
    
    
    
    8.0
    %
 Annual Bonus Awards
  th th
  36




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37




---



##### Table of Contents



Percent ofTarget
    
    AmountName
    
    Bonus Paid
    
    of BonusE. V. N. Bissell
    
    
    115.0
    %
    
    $
    450,800J. E. Sheridan
    
    
    115.0
    %
    
    $
    173,855L. R. Greenberg
    
    
    149.1
    %
    
    $
    1,591,643J. L. Walsh
    
    
    149.1
    %
    
    $
    821,800R. H. Knauss
    
    
    149.1
    %
    
    $
    329,841
 Special Equity Award
  Long-Term Compensation  Fiscal 2009 Equity Awards
       38




---



##### Table of Contents



Shares UnderlyingStock Options
    
    Performance UnitsName
    
    # Granted
    
    # GrantedE. V. N. Bissell
    
    
    75,000
    
    
    
    20,000J. E. Sheridan
    
    
    21,000
    
    
    
    4,500L. R. Greenberg
    
    
    300,000
    
    
    
    70,000
    (1)J. L. Walsh
    
    
    125,000
    
    
    
    28,000
    (1)R. H. Knauss
    
    
    50,000
    
    
    
    10,000
    (1)
 (1)
    
    Constitutes UGI performance units.  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.
  39




---



##### Table of Contents



Allegheny Energy, Inc.
    
    Entergy Corporation
    
    PPL CorporationAmeren Corporation
    
    EQT 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.
    
    SCANA CorporationConsolidated Edison, Inc.
    
    Integrys Energy Group, Inc.
    
    Sempra EnergyConstellation Energy Group, Inc.
    
    Nicor Inc.
    
    TECO Energy, Inc.Dominion Resources, Inc.
    
    NiSource Inc.
    
    The AES CorporationDTE Energy Company
    
    PG&E Corporation
    
    The Southern CompanyDuke Energy Corporation
    
    Pepco Holdings, Inc.
    
    Wisconsin Energy CorporationDynegy Inc.
    
    Pinnacle West Capital Corp.
    
    Xcel Energy Inc.Edison International
     40




---



##### Table of Contents



Long-Term Compensation  Payout of Performance Units for 2006-2008 Period
 th th th st
 Performance UnitName
    
    Performance Unit Payout
    
    Payout Value(1) ($)E. V. N. Bissell
    
    
    18,792
    
    
    
    663,076J. E. Sheridan
    
    
    3,915
    
    
    
    138,141L. R. Greenberg
    
    
    72,000
    
    
    
    1,916,010J. L. Walsh
    
    
    36,000
    
    
    
    958,005R. H. Knauss
    
    
    10,800
    
    
    
    287,402
 (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)
   41




---



##### Table of Contents



UGI
Utilities, Inc. Savings Plan (the UGI Savings Plan)
  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
   42




---



##### Table of Contents



UGI Corporation 2009 Deferral Plan
  Severance Pay Plans for Senior Executive Employees
  Change in Control Agreements
  Equity Ownership Guidelines
   43




---



##### Table of Contents



Required Ownershipof AmeriGasPartners Common
    
    Number of AmeriGas
    
    Number of SharesUnits or UGI
    
    Partners Common
    
    of UGI CorporationCorporation
    
    Units Held at
    
    Stock Held atName
    
    Common Stock
    
    9/30/20091
    
    9/30/20091E. V. N. Bissell
    
    
    60,000
    
    
    
    50,359
    
    
    
    68,197J. E. Sheridan
    
    
    8,000
    
    
    
    14,047
    
    
    
    901L. R. Greenberg
    
    
    250,000
    
    
    
    9,000
    
    
    
    400,712J. L. Walsh
    
    
    100,000
    
    
    
    7,000
    
    
    
    87,313R. H. Knauss
    
    
    20,000
    
    
    
    14,108
    
    
    
    26,412
 1.
    
    All officers are in compliance with the stock ownership guidelines, which require the
accumulation of shares or shares and common units over time. Stock Option Grant Practices
  Role of Executive Officers in Determining Executive Compensation
  Fiscal 2010 Compensation
   44




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##### Table of Contents



SUMMARY COMPENSATION TABLE
  Summary
Compensation Table  Fiscal 2009
 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)E. V.N. Bissell
President and Chief
    
    
    2009
    
    
    
    487,820
    
    
    
    0
    
    
    
    887,987
    
    
    
    304,500
    
    
    
    450,800
    
    
    
    5,943
    
    
    
    97,151
    
    
    
    2,234,201Executive Officer
    
    
    2008
    
    
    
    442,000
    
    
    
    0
    
    
    
    669,566
    
    
    
    625,745
    
    
    
    252,960
    
    
    
    376
    
    
    
    70,200
    
    
    
    2,060,8472007
    
    
    
    425,770
    
    
    
    0
    
    
    
    409,923
    
    
    
    395,188
    
    
    
    415,740
    
    
    
    16,856
    
    
    
    84,401
    
    
    
    1,747,878J. E. Sheridan
Vice President
    
    
    2009
    
    
    
    301,369
    
    
    
    0
    
    
    
    176,050
    
    
    
    90,107
    
    
    
    173,855
    
    
    
    0
    
    
    
    50,548
    
    
    
    791,929Finance 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
    
    
    
    613,240L. R. Greenberg
Chairman
    
    
    2009
    
    
    
    1,067,975
    
    
    
    0
    
    
    
    3,365,010
    
    
    
    1,218,000
    
    
    
    1,591,643
    
    
    
    2,640,022
    
    
    
    65,416
    
    
    
    9,948,0662008
    
    
    
    1,026,300
    
    
    
    0
    
    
    
    617,329
    
    
    
    1,524,000
    
    
    
    964,722
    
    
    
    945,498
    
    
    
    81,405
    
    
    
    5,159,2542007
    
    
    
    966,885
    
    
    
    0
    
    
    
    870,627
    
    
    
    1,601,600
    
    
    
    944,748
    
    
    
    1,988,689
    
    
    
    95,560
    
    
    
    6,468,109J. L. Walsh
Vice Chairman
    
    
    2009
    
    
    
    648,202
    
    
    
    0
    
    
    
    1,343,522
    
    
    
    592,037
    
    
    
    821,800
    
    
    
    330,768
    
    
    
    25,979
    
    
    
    3,762,3082008
    
    
    
    616,933
    
    
    
    0
    
    
    
    188,035
    
    
    
    656,050
    
    
    
    493,383
    
    
    
    147,550
    
    
    
    24,494
    
    
    
    2,126,4452007
    
    
    
    588,016
    
    
    
    0
    
    
    
    857,590
    
    
    
    588,650
    
    
    
    488,818
    
    
    
    159,195
    
    
    
    19,625
    
    
    
    2,701,894R. H. Knauss
Vice President and
    
    
    2009
    
    
    
    340,146
    
    
    
    0
    
    
    
    858,451
    
    
    
    203,000
    
    
    
    329,841
    
    
    
    455,185
    
    
    
    13,594
    
    
    
    2,200,217General Counsel
    
    
    2008
    
    
    
    314,619
    
    
    
    0
    
    
    
    82,493
    
    
    
    439,746
    
    
    
    177,698
    
    
    
    262,102
    
    
    
    10,521
    
    
    
    1,287,1792007
    
    
    
    291,720
    
    
    
    0
    
    
    
    132,331
    
    
    
    205,080
    
    
    
    171,181
    
    
    
    242,625
    
    
    
    10,922
    
    
    
    1,053,859
  (1)
    
    The amounts shown in columns (e) and (f) above represent the fair value of awards of
performance units, stock units and stock options, as the case may be, recognized for financial
statement reporting purposes by the Partnership or, with respect to Messrs. Greenberg, Walsh
and Knauss, UGI. 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 12 to our Consolidated Financial Statements for
Fiscal 2009 and in 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  Fiscal 2009 for information on awards of performance units, UGI stock
units and UGI stock options made in Fiscal 2009.(2)
    
    The amounts shown in this column represent payments made under the applicable
performance-based annual bonus plan.  45




---



##### Table of Contents



(3)
    
    The amounts shown in column (h) of the Summary Compensation Table  Fiscal 2009 reflect (i) for Messrs.
Bissell, Greenberg, Walsh and Knauss, the change from September 30, 2008 to September 30, 2009
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 or in the UGI Corporation Supplemental Executive Retirement Plan. Mr.
Sheridan is not eligible to participate in the UGI pension plan. The material terms of the
pension plans and deferred compensation plans are described in the Pension Benefits Table  Fiscal 2009 and
the Nonqualified Deferred Compensation Table  Fiscal 2009, and the related narratives to each. 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. For purposes of the Summary
Compensation Table  Fiscal 2009, the market rate on deferred compensation most analogous to the rate at the
time the interest rate is set under the UGI plan for Fiscal 2009 was 5.35 percent, which is
120 percent of the federal long-term rate for December 2008. Messrs. Bissells
and Sheridans earnings on deferred compensation are market-based, calculated by reference to
externally managed mutual funds. In Fiscal 2009, there were no above-market earnings on deferred
compensation. The amounts included in column (h) of the Summary Compensation Table  Fiscal 2009 are itemized
below. Change in
    
    
    Above-MarketPension
    
    
    Earnings onName
    
    Value
    
    
    Deferred CompensationE. V.N. Bissell
    
    $
    5,943
    
    
    $
    0J. E. Sheridan
    
    $
    0
    
    
    $
    0L. R. Greenberg
    
    $
    2,640,022
    
    
    $
    0J. L. Walsh
    
    $
    330,768
    
    
    $
    0R. H. Knauss
    
    $
    455,185
    
    
    $
    0
 (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  Fiscal 2009. 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
    
    $
    12,539
    
    
    $
    82,362
    
    
    $
    2,250
    
    
    $
    0
    
    
    $
    97,151J. E. Sheridan
    
    $
    12,276
    
    
    $
    36,022
    
    
    $
    2,250
    
    
    $
    0
    
    
    $
    50,548L. R. Greenberg (a)
    
    $
    5,513
    
    
    $
    39,848
    
    
    $
    5,813
    
    
    $
    14,242
    
    
    $
    65,416J. L. Walsh
    
    $
    5,513
    
    
    $
    19,975
    
    
    $
    491
    
    
    $
    0
    
    
    $
    25,979R. H. Knauss
    
    $
    5,305
    
    
    $
    6,039
    
    
    $
    2,250
    
    
    $
    0
    
    
    $
    13,594
 
 (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
2009, UGI charged the Partnership 38 percent of the total compensation expense, other than the
change in pension value, for Messrs. Greenberg, Walsh and Knauss.  46




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##### Table of Contents



Grants of Plan-Based Awards In Fiscal Year 2009
  Grants of Plan-Based Awards Table Fiscal 2009
 All
    
    
    All OtherOther
    
    
    OptionStock
    
    
    Awards:
    
    
    Exercise
    
    
    Grant DateEstimated Possible Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    Number of
    
    
    or Base
    
    
    Fair ValueNon-Equity Incentive Plan
    
    
    Estimated Future Payouts Under
    
    
    Number of
    
    
    Securities
    
    
    Price of
    
    
    ofBoard
    
    
    Awards(1)
    
    
    Equity Incentive Plan Awards (2)
    
    
    Shares of
    
    
    Underlying
    
    
    Option
    
    
    Stock andGrant
    
    
    Action
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Stock or
    
    
    Options (#)
    
    
    Awards
    
    
    OptionName
    
    Date
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    Units (#)
    
    
    (3)
    
    
    ($/Sh)
    
    
    Awards(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)
    
    
    (m)E. V.N. Bissell
    
    
    10/1/08
    
    
    
    11/20/08
    
    
    
    188,160
    
    
    
    392,000
    
    
    
    784,0001/1/09
    
    
    
    11/20/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    75,000
    
    
    
    24.42
    
    
    
    304,5001/1/09
    
    
    
    11/20/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    20,000
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    643,400J. E. Sheridan
    
    
    10/1/08
    
    
    
    11/20/08
    
    
    
    72,565
    
    
    
    151,178
    
    
    
    302,3561/1/09
    
    
    
    11/20/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    21,000
    
    
    
    24.42
    
    
    
    85,2601/1/09
    
    
    
    11/20/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,765L. R. Greenberg
    
    
    10/1/08
    
    
    
    11/21/08
    
    
    
    640,500
    
    
    
    1,067,500
    
    
    
    2,135,0001/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    300,000
    
    
    
    24.42
    
    
    
    1,218,0001/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,957,20035,000
    
    
    
    70,000
    
    
    
    140,000J. L. Walsh
    
    
    10/1/08
    
    
    
    11/21/08
    
    
    
    330,704
    
    
    
    551,174
    
    
    
    1,102,3481/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    125,000
    
    
    
    24.42
    
    
    
    507,5001/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    28,000
    
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    782,880R. H. Knauss
    
    
    10/1/08
    
    
    
    11/21/08
    
    
    
    132,733
    
    
    
    221,221
    
    
    
    442,4421/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    24.42
    
    
    
    203,0001/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    10,000
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    279,6001/1/09
    
    
    
    11/21/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    322,440
 
 (1)
    
    The amounts shown under this heading relate to bonus opportunities under the relevant
companys annual bonus plan for Fiscal 2009. 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  Fiscal 2009. The threshold amount shown for Messrs. Bissell and Sheridan is
based on achievement of 83 percent of the financial goal with the resulting amount reduced to
the maximum extent provided for below-target achievement of customer growth objectives. 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.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 analogous 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.  47




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##### Table of Contents



Outstanding Equity Awards at Year-End
  Outstanding Equity Awards at Year-End Table  Fiscal 2009
 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/
    
    
    Unearned
    
    
    or Payout ValueSecurities
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Stock/
    
    
    Partnership
    
    
    Shares, Units
    
    
    of UnearnedUnderlying
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Partnership
    
    
    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)E. V.N. Bissell
    
    
    21,667
    (3)
    
    
    
    
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    0
    
    
    
    0
    
    
    
    20,692
    (11)
    
    
    745,74046,666
    (4)
    
    
    23,334
    (4)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (12)
    
    
    432,48021,666
    (5)
    
    
    43,334
    (5)
    
    
    27.25
    
    
    
    12/31/2017
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (13)
    
    
    720,80075,000
    (6)
    
    
    24.42
    
    
    
    12/31/2018J. E. Sheridan
    
    
    15,000
    (14)
    
    
    
    
    
    
    27.57
    
    
    
    8/14/2015
    
    
    
    0
    
    
    
    0
    
    
    
    3,990.6
    (11)
    
    
    143,82118,000
    (3)
    
    
    
    
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    2,500
    (12)
    
    
    90,10012,000
    (4)
    
    
    6,000
    (4)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    4,500
    (13)
    
    
    162,1805,666
    (5)
    
    
    11,334
    (5)
    
    
    27.25
    
    
    
    12/31/201721,000
    (6)
    
    
    24.42
    
    
    
    12/31/2018L. R. Greenberg
    
    
    285,000
    (1)
    
    
    
    
    
    
    16.99
    
    
    
    12/31/2013
    
    
    
    0
    
    
    
    0
    
    
    
    109,680
    (8)
    
    
    2,748,581350,000
    (2)
    
    
    
    
    
    
    20.47
    
    
    
    12/31/2014
    
    
    
    
    
    
    
    
    
    
    
    70,000
    (9)
    
    
    1,754,200250,000
    (3)
    
    
    
    
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    70,000
    (10)
    
    
    1,754,200186,666
    (4)
    
    
    93,334
    (4)
    
    
    27.28
    
    
    
    12/31/2016100,000
    (5)
    
    
    200,000
    (5)
    
    
    27.25
    
    
    
    12/31/2017300,000
    (6)
    
    
    24.42
    
    
    
    12/31/2018J. L. Walsh
    
    
    270,000
    (7)
    
    
    
    
    
    
    22.92
    
    
    
    3/31/2015
    
    
    
    0
    
    
    
    0
    
    
    
    47,528
    (8)
    
    
    1,191,05265,000
    (3)
    
    
    
    
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    27,000
    (9)
    
    
    676,62080,000
    (4)
    
    
    40,000
    (4)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    28,000
    (10)
    
    
    701,68040,000
    (5)
    
    
    80,000
    (5)
    
    
    27.25
    
    
    
    12/31/2017125,000
    (6)
    
    
    24.42
    
    
    
    12/31/2018R. H. Knauss
    
    
    40,000
    (2)
    
    
    
    
    
    
    20.47
    
    
    
    12/31/2014
    
    
    
    12,000
    (15)
    
    
    300,720
    
    
    
    16,452
    (8)
    
    
    412,28740,000
    (3)
    
    
    
    
    
    
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    9,000
    (9)
    
    
    225,54030,000
    (4)
    
    
    15,000
    (4)
    
    
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (10)
    
    
    250,60015,000
    (5)
    
    
    30,000
    (5)
    
    
    27.25
    
    
    
    12/31/201750,000
    (6)
    
    
    24.42
    
    
    
    12/31/2018
 
 Note:Column (d) was intentionally omitted.(1)
    
    These options were granted effective January 1, 2004 and were fully vested on January 1,
2007.(2)
    
    These options were granted effective January 1, 2005 and were fully vested on January 1,
2008.(3)
    
    These options were granted effective January 1, 2006 and were fully vested on January 1,
2009.(4)
    
    These options were granted effective 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.(5)
    
    These options were granted effective January 1, 2008. These options vest 331/3 percent on each
anniversary of the grant date and will be fully vested on January 1, 2011.  48




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##### Table of Contents



(6)
    
    These options were granted effective January 1, 2009. These options vest 331/3 percent on each
anniversary of the grant date and will be fully vested on January 1, 2012.(7)
    
    These options were granted effective April 1, 2005 and were fully vested on April 1, 2008.(8)
    
    The amount shown is an estimate based on a target award of performance units effective
January 1, 2007. The measurement period for the performance goal is January 1, 2007 through
December 31, 2009. The estimated number of performance units which may be earned at the end of
the performance period is based on the companys TSR for the period January 1, 2007 through
September 30, 2009, relative to that of each of the companies in the S&P Utilities Index as of
the award date. As of September 30, 2009, UGIs TSR rating qualified for 182.8% leverage of
the target number of performance units originally granted. The actual number of performance
units and accompanying dividend equivalents earned may be higher (up to 200% of the target
award) or lower than the amount shown, based on TSR performance through the end of the
performance period. See Compensation Discussion and Analysis  Long-Term Compensation 
Fiscal 2009 Equity Awards for more information on the TSR performance goal measurements.(9)
    
    These performance units were awarded effective January 1, 2008. The measurement period for
the performance goal is January 1, 2008 through 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.(10)
    
    These performance units were awarded effective January 1, 2009. The measurement period for
the performance goal is January 1, 2009 through December 31, 2011. 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, 2012.(11)
    
    The amount shown is an estimate based on a target award of performance units effective
January 1, 2007. The measurement period for the performance goal is January 1, 2007 through
December 31, 2009. The estimated number of performance units which may be earned at the end of
the performance period is based on AmeriGas Partners TUR for the period January 1, 2007
through September 30, 2009, relative to that of each member of a peer group of publicly traded
master limited partnerships in the propane, pipeline and coal industries as of the award date.
As of September 30, 2009, AmeriGas Partners TUR ranking qualified for 147.8% leverage of the
target number of performance units originally granted. The actual number of performance units
and accompanying distribution equivalents earned may be higher (up to 200% of the target
award) or lower than the amount shown, based on TUR performance through the end of the
performance period. See Compensation Discussion and Analysis  Long-Term Compensation 
Fiscal 2009 Equity Awards for more information on the TUR performance goal measurements.(12)
    
    These performance units were awarded effective January 1, 2008. The measurement period for
the performance goal is January 1, 2008 through 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.(13)
    
    These performance units were awarded effective January 1, 2009. The measurement period for
the performance goal is January 1, 2009 through December 31, 2011. 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, 2012.(14)
    
    These options were granted effective August 15, 2005 and were fully vested on August 15,
2008.(15)
    
    These stock units were granted effective January 1, 2009 and will fully vest on January 1,
2012, or upon death, disability or retirement.  49




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##### Table of Contents



Option Exercises and Stock Vested Table  Fiscal 2009
  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)E. V.N. Bissell
    
    
    0
    
    
    
    0
    
    
    
    18,792
    
    
    
    522,324J. E. Sheridan
    
    
    0
    
    
    
    0
    
    
    
    3,915
    
    
    
    108,817L. R. Greenberg
    
    
    200,000
    
    
    
    2,347,340
    
    
    
    72,000
    
    
    
    1,758,240J. L. Walsh
    
    
    0
    
    
    
    0
    
    
    
    36,000
    
    
    
    879,120R. H. Knauss
    
    
    0
    
    
    
    0
    
    
    
    10,800
    
    
    
    263,736
 Retirement Benefits
  Pension Benefits Table  Fiscal 2009
 Number of
    
    
    
    
    
    
    PaymentsYears Credited
    
    
    Present Value of
    
    During LastService
    
    
    Accumulated Benefit
    
    Fiscal YearName(1)
    
    Plan Name
    
    (#)
    
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    
    (d)
    
    (e)E. V.N. Bissell (2)
    
    UGI Utilities Retirement Plan
    
    6
    
    
    
    $
    29,057
    
    
    
    0L. R. Greenberg
    
    UGI SERP
    
    29
    
    
    
    $
    12,668,816
    
    
    
    0UGI Utilities Retirement Plan
    
    29
    
    
    
    $
    1,241,892
    
    
    
    0J. L. Walsh
    
    UGI SERP
    
    4.5
    
    
    
    $
    701,838
    
    
    
    0UGI Utilities Retirement Plan
    
    4.5
    
    
    
    $
    135,664
    
    
    
    0R. H. Knauss
    
    UGI SERP
    
    22
    
    
    
    $
    935,603
    
    
    
    0UGI Utilities Retirement Plan
    
    22
    
    
    
    $
    614,372
    
    
    
    0
 
 (1)
    
    Mr. Sheridan does not participate in any defined benefit pension plan.(2)
    
    Mr. Bissell has a vested annual benefit of approximately $3,300 under the UGI Utilities
Retirement Plan based on prior credited service. He is not a current participant in that Plan.  50




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##### Table of Contents



(A)(1) =
    
    (1.9% of final five-year average earnings) multiplied by (years of
credited service)minus(B) =
    
    (1% of the estimated primary Social Security benefit) multiplied by (years of
credited service at termination date up to 35 years).
 
 (1)
    
    (A) may not exceed 60% of the average monthly earnings for the highest
consecutive 12-month period during an employees last 120 consecutive months of
employment.     UGI Corporation Supplemental Executive Retirement Plan
   51




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##### Table of Contents



Actuarial Assumptions Used to Determine Values in the Pension Benefits Table
  September 30, 2009
    
    
    September 30, 2008Discount rate for Pension Plan for all
purposes and for UGI SERP, for
pre-commencement calculations
    
    
    5.50%
    
    
    
    6.80%UGI SERP lump sum rate
    
    
    3.60%
    
    
    
    4.23%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 2015 using Scale AA without collar adjustmentsPost-retirement mortality for UGI 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 UGI SERP
    
    Lump sum
    
    Lump sum
  52




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##### Table of Contents



Nonqualified Deferred Compensation
  Nonqualified Deferred Compensation Table  Fiscal 2009
 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)E. V.N. Bissell
    
    AmeriGas SERP
    
    
    0
    
    
    
    82,362
    (1)
    
    
    26,967
    
    
    
    0
    
    
    
    698,133AmeriGas Non-Qualified Deferred Compensation Plan
    
    
    9,149
    (3)
    
    
    0
    
    
    
    1,806
    
    
    
    0
    
    
    
    30,499J. E. Sheridan
    
    AmeriGas SERP
    
    
    0
    
    
    
    36,022
    (1)
    
    
    9,579
    
    
    
    0
    
    
    
    120,742L. R. Greenberg
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    39,847
    (4)
    
    
    0
    
    
    
    0
    
    
    
    516,970J. L. Walsh
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    19,975
    (4)
    
    
    0
    
    
    
    0
    
    
    
    63,331R. H. Knauss (5)
    
    UGI Supplemental Savings Plan
    
    
    0
    
    
    
    6,039
    (4)
    
    
    0
    
    
    
    0
    
    
    
    23,293AmeriGas SERP
    
    
    0
    
    
    
    0
    
    
    
    3,778
    
    
    
    0
    
    
    
    145,594
 
 (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  Fiscal 2009 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, $563,945; Mr.
Sheridan, $93,960; Mr. Greenberg, $470,107; Mr. Walsh, $51,637; and Mr. Knauss, $143,149.(3)
    
    This amount is included in the amount reported in the Summary Compensation Table  Fiscal 2009 in the
Salary column.(4)
    
    This amount is also reported
in the Summary Compensation Table  Fiscal 2009 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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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.
     55




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##### Table of Contents



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;
 
    
    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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58




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##### Table of Contents



Potential Payments Upon Termination or Change in Control Table  Fiscal 2009
  EquityAwardswith
    
    Nonqualified
    
    Welfare &Severance
    
    Accelerated
    
    Retirement
    
    OtherName & Triggering Event
    
    Pay
    
    Vesting(3)
    
    Benefits(4)
    
    Benefits(5)
    
    TotalE. V.N. Bissell
Death
    
    $
    0
    
    
    $
    1,510,888
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,510,888Involuntary Termination Without Cause
    
    $
    1,833,731
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    63,221
    
    
    $
    1,896,952Termination Following Change in Control
    
    $
    3,038,000
    (2)
    
    $
    2,229,862
    
    
    $
    227,850
    
    
    $
    2,112,579
    
    
    $
    7,608,291J. E. Sheridan
Death
    
    $
    0
    
    
    $
    310,686
    
    
    $
    0
    
    
    $
    0
    
    
    $
    310,686Involuntary Termination Without Cause
    
    $
    465,163
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    40,199
    
    
    $
    505,362Termination Following Change in Control
    
    $
    1,058,246
    (2)
    
    $
    468,481
    
    
    $
    99,430
    
    
    $
    689,590
    
    
    $
    2,315,747L. R. Greenberg
Death
    
    $
    0
    
    
    $
    5,993,474
    
    
    $
    0
    
    
    $
    0
    
    
    $
    5,993,474Involuntary Termination Without Cause
    
    $
    6,405,000
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    55,579
    
    
    $
    6,460,579Termination Following Change in Control
    
    $
    7,472,500
    (2)
    
    $
    8,590,859
    
    
    $
    4,567,093
    
    
    $
    39,095
    
    
    $
    20,669,547J. L. Walsh
Death
    
    $
    0
    
    
    $
    2,458,795
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,458,795Involuntary Termination Without Cause
    
    $
    1,999,939
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    38,747
    
    
    $
    2,038,686Termination Following Change in Control
    
    $
    4,150,016
    (2)
    
    $
    3,481,043
    
    
    $
    1,037,435
    
    
    $
    3,523,445
    
    
    $
    12,191,939R. H. Knauss
Death
    
    $
    0
    
    
    $
    1,147,721
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,147,721Involuntary Termination Without Cause
    
    $
    1,063,563
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    33,971
    
    
    $
    1,097,534Termination Following Change in Control
    
    $
    1,905,904
    (2)
    
    $
    1,502,070
    
    
    $
    920,678
    
    
    $
    1,657,782
    
    
    $
    5,986,434
 
 (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 the target annual bonus was paid.(2)
    
    Amounts shown 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 under Equity Awards with Accelerated Vesting, we assumed (i) the continuation of AmeriGas Partners
distribution (and UGIs dividend, as applicable) at the rate in effect on September 30, 2009;
and (ii) performance at target levels with respect to performance units.(4)
    
    Amounts shown under Nonqualified Retirement Benefits are in addition to amounts shown in the Pension Benefits Table  Fiscal 2009 and Non-Qualified
Deferred Compensation Table  Fiscal 2009.(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 $2,038,704 for Mr.
Bissell, $1,635,839 for Mr. Knauss, $639,858 for Mr. Sheridan, and $3,484,350 for Mr. Walsh in
the event of a change in control.  59




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Compensation of Directors
  Director Compensation Table  Fiscal 2009
 Change inPension ValueNon-Equity
    
    andFees Earned
    
    
    
    
    
    
    
    
    
    Incentive
    
    Nonqualified
    
    Allor Paid
    
    Stock
    
    Option
    
    Plan
    
    Deferred
    
    Otherin Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)S. D. Ban
    
    
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    65,000R. C. Gozon
    
    
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    65,000W. J. Marrazzo (1)
    
    
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    75,000G. A. Pratt (1)
    
    
    80,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    80,000M. O. Schlanger (2)
    
    
    44,236
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    44,236H. B. Stoeckel (1)
    
    
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    75,000J. W. Stratton (2)
    
    
    20,764
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    20,764
 
 (1)
    
    The Partnership pays its non-management directors an annual retainer of $65,000 for Board
service. It 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)
    
    Mr. Schlanger was elected to the Board in January 2009 and received pro-rated fees for
partial-year service. Mr. Stratton received pro-rated fees for partial-year service prior to
his retirement in January 2009.(3)
    
    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 2525 N. 12th
Street, Suite 360, Reading, PA 19612.(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.  60




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Ownership of Partnership Common Units by the Directors and Named Executive Officers of the General
Partner
  Amount and Nature ofBeneficial Ownership ofName of Beneficial Owner
    
    Partnership Common Units (1)L. R. Greenberg
    
    
    9,000J. L. Walsh
    
    
    7,000
    (2)S. D. Ban
    
    
    0R. C. Gozon
    
    
    5,000M. O. Schlanger
    
    
    1,000
    (3)G. A. Pratt
    
    
    0W. J. Marrazzo
    
    
    500
    (4)E. V. N. Bissell
    
    
    50,359
    (5)R. H. Knauss
    
    
    14,108J. E. Sheridan
    
    
    14,047
    (6)H. B. Stoeckel
    
    
    0Directors and executive officers as a group (19 persons)
    
    
    146,718
 
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Walshs Units are held jointly with his spouse.(3)
    
    The Units shown are owned by Mr. Schlangers spouse. Mr. Schlanger disclaims beneficial
ownership of his spouses Units.(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.  61




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Number of UGI Sharesand Stock Units and Natureof Beneficial Ownership
    
    Number ofExcluding
    
    Exercisable UGIName of Beneficial Owner
    
    UGI Stock Options(1)(4)
    
    Stock Options
    
    TotalL. R. Greenberg
    
    
    400,712
    (2)
    
    
    1,171,666
    
    
    
    1,572,378J. L. Walsh
    
    
    87,313
    (3)
    
    
    455,000
    
    
    
    542,313S. D. Ban
    
    
    71,261
    
    
    
    75,000
    
    
    
    146,261R. C. Gozon
    
    
    121,739
    
    
    
    101,400
    
    
    
    223,139M. O. Schlanger
    
    
    54,912
    (5)
    
    
    89,400
    
    
    
    144,312H. B. Stoeckel
    
    
    0
    
    
    
    0
    
    
    
    0G. A. Pratt
    
    
    0
    
    
    
    0
    
    
    
    0W. J. Marrazzo
    
    
    0
    
    
    
    0
    
    
    
    0E. V.N. Bissell
    
    
    68,197
    (6)
    
    
    90,000
    
    
    
    158,197R. H. Knauss
    
    
    26,412
    
    
    
    125,000
    
    
    
    151,412J. E. Sheridan
    
    
    901
    (7)
    
    
    50,666
    
    
    
    51,567Directors and executive officers as a group (19
persons)
    
    
    891,974
    
    
    
    2,429,564
    
    
    
    3,321,538
 
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Greenberg holds 244,255 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 Plan. Each
Unit will be paid out to the director upon retirement or termination of service from the UGI
Board of Directors 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 54,765, Mr.
Gozon 89,131 and Mr. Schlanger 45,188.(5)
    
    Includes 2,000 shares owned by Mr. Schlangers spouse. Mr. Schlanger disclaims beneficial
ownership of his spouses shares.(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)
    
    
    147,600
    
    
    
    0
    
    
    
    363,686Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    147,600
    
    
    
    
    
    
    
    363,686
 (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.  62




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Interests of the General Partner in the Partnership
   Related Person Transactions
  .
   63




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##### Table of Contents



Policies Regarding Transactions with Related Persons
   Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2009
    
    
    2008Audit Fees(1)
    
    $
    849,000
    
    
    $
    830,193Audit-Related Fees
    
    
    -0-
    
    
    
    -0-Tax Fees(2)
    
    
    636,345
    
    
    
    682,850All Other Fees(3)
    
    
    161,363
    
    
    
    -0-Total Fees for Services Provided
    
    $
    1,646,708
    
    
    $
    1,513,043
 
 (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 the preparation of Substitute Schedule K-1 forms for unitholders of the
Partnership.(3)
    
    Fees related to evaluation of the design and operational effectiveness of the information
system that supports our Order-to-Cash business process.     64




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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
  65




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit3.1
    
    
    Fourth Amended and Restated
Agreement of Limited Partnership of
AmeriGas Partners, L.P. dated as of
July 27, 2009
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q
(6/30/09)
    
    
    3.13.2
    
    
    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)3.3
    
    
    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)
    
    
    3.84
    
    
    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
    
    
    Fourth Amended and Restated
Agreement of Limited Partnership of
AmeriGas Partners, L.P. dated as of
July 27, 2009
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (6/30/09)
    
    
    3.14.2
    
    
    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)4.3
    
    
    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)
    
    
    3.84.4
    
    
    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)
    
    
    4.14.5
    
    
    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)
    
    
    4.110.1
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Amended and
Restated as of December 5, 2006
    
    UGI
    
    Form 8-K (3/27/07)
    
    
    10.110.2
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Amended and
Restated as of December 5, 2006 
Terms and Conditions as amended and
restated effective January 1, 2009
    
    UGI
    
    Form 10-K (9/30/09)
    
    
    10.210.3
    **
    
    UGI Corporation 1997 Stock Option
and Dividend Equivalent Plan Amended
and Restated as of May 24, 2005
    
    UGI
    
    Form 10-K (9/30/06)
    
    
    10.10
  66




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.4
    **
    
    UGI Corporation 2000 Stock Incentive
Plan Amended and Restated as of May
24, 2005
    
    UGI
    
    Form 10-K (9/30/06)
    
    
    10.1410.5
    **
    
    UGI Corporation 2009 Deferral Plan
    
    UGI
    
    Form 8-K (12/12/08)
    
    
    10.110.6
    **
    
    UGI Corporation Senior Executive
Employee Severance Plan as in effect
as of January 1, 2008
    
    UGI
    
    Form 10-Q (3/31/08)
    
    
    10.110.7
    **
    
    UGI Corporation Supplemental
Executive Retirement Plan and
Supplemental Savings Plan, as
Amended and Restated effective
January 1, 2009
    
    UGI
    
    Form 10-K (9/30/09)
    
    
    10.1110.8
    **
    
    UGI Corporation Executive Annual
Bonus Plan effective as of October
1, 2006
    
    UGI
    
    Form 10-K (9/30/07)
    
    
    10.810.9
    **
    
    AmeriGas Propane, Inc. 2000
Long-Term Incentive Plan on Behalf
of AmeriGas Partners, L.P., as
amended and restated effective
January 1, 2005
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/08)
    
    
    10.710.10
    **
    
    AmeriGas Propane, Inc. Discretionary
Long-Term Incentive Plan for
Non-Executive Key Employees
Effective July 1, 2000 and Amended
as of January 1, 2005
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/08)
    
    
    10.610.11
    **
    
    AmeriGas Propane, Inc. Non-Qualified
Deferred Compensation Plan, as
amended and restated effective
January 1, 2009
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/08)
    
    
    10.44*10.12
    **
    
    AmeriGas Propane, Inc. Senior
Executive Employee Severance Plan,
as in effect January 1, 200810.13
    **
    
    AmeriGas Propane, Inc. Executive
Employee Severance Plan, as in
effect January 1, 2008
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/08)
    
    
    10.410.14
    **
    
    AmeriGas Propane, Inc. Supplemental
Executive Retirement Plan, as
Amended July 30, 2007
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/07)
    
    
    10.2510.15
    **
    
    AmeriGas Propane, Inc. Executive
Annual Bonus Plan, effective as of
October 1, 2006
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/07)
    
    
    10.1910.16
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Stock Unit Grant
Letter for UGI Employees, dated
January 1, 2009
    
    UGI
    
    Form 10-Q (3/31/09)
    
    
    10.810.17
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Nonqualified Stock
Option Grant Letter for UGI
Employees, dated January 1, 2009
    
    UGI
    
    Form 10-Q (3/31/09)
    
    
    10.510.18
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Nonqualified Stock
Option Grant Letter for AmeriGas
Employees, dated January 1, 2009
    
    UGI
    
    Form 10-Q (3/31/09)
    
    
    10.3
  67




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.19
    **
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Performance Unit
Grant Letter for UGI Employees,
dated January 1, 2009
    
    UGI
    
    Form 10-Q (3/31/09)
    
    
    10.110.20
    **
    
    AmeriGas Propane, Inc. 2000
Long-Term Incentive Plan on Behalf
of AmeriGas Partners, L.P., as
amended and restated effective
January 1, 2005, Restricted Unit
Grant Letter dated as of January 1,
2009
    
    AmeriGas
Partners, L.P.
    
    Form 10-Q (3/31/09)
    
    
    10.210.21
    **
    
    Description of oral compensation
arrangements for Messrs. Greenberg,
Knauss and Walsh
    
    UGI
    
    Form 10-K (9/30/09)
    
    
    10.31*10.22
    **
    
    Description of oral compensation
arrangements for Messrs. Bissell and
Sheridan10.23
    **
    
    Summary of Director Compensation of
AmeriGas Propane, Inc. dated October
1, 2006
    
    AmeriGas
Partners, L.P.
    
    Form 10-K (9/30/06)
    
    
    10.4310.24
    **
    
    Form of Change in Control Agreement
Amended and Restated as of May 12,
2008 for Messrs. Greenberg, Knauss
and Walsh
    
    UGI
    
    Form 10-Q
(6/30/08)
    
    
    10.310.25
    **
    
    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)
    
    
    10.110.26
    **
    
    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)
    
    
    10.210.27
    **
    
    Form of Confidentiality and
Post-Employment Activities Agreement
with AmeriGas Propane, Inc. for Mr.
Bissell
    
    AmeriGas
Partners, L.P.
    
    Form 10-Q
(3/31/05)
    
    
    10.310.28
    **
    
    Form of Confidentiality and
Post-Employment Activities Agreement
with AmeriGas Propane, Inc. for Mr.
Sheridan
    
    AmeriGas
Partners, L.P.
    
    Form 8-K (8/15/05)
    
    
    10.1*10.29
    **
    
    Form of Confidentiality and
Post-Employment Activities Agreement
with AmeriGas Propane, Inc. for Mr.
Knauss10.30
    
    
    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)
    
    
    10.610.31
    
    
    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)
    
    
    10.7
  68




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.32
    
    
    Credit Agreement, dated as of April
17, 2009, among AmeriGas Propane,
L.P., as Borrower, AmeriGas Propane,
Inc., as Guarantor, Petrolane
Incorporated, as Guarantor, Citizens
Bank of Pennsylvania, as Syndication
Agent, JPMorgan Chase, N.A., as
Documentation Agent and Wachovia
Bank, National Association, as
Administrative Agent
    
    AmeriGas
Partners, L.P.
    
    Form 8-K
(4/17/09)
    
    
    10.110.33
    
    
    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 April 17,
2009
    
    AmeriGas
Partners, L.P.
    
    Form 8-K (7/20/09)
    
    
    10.310.34
    
    
    Form of Joinder No. 1 to Restricted
Subsidiary Guarantee, dated as of
July 20, 2009, by AmeriGas Eagle
Propane, L.P. and AmeriGas Eagle
Parts & Service, Inc. for the benefit
of Wachovia Bank, National
Association and the Banks (as
defined)
    
    AmeriGas
Partners, L.P.
    
    Form 8-K (7/20/09)
    
    
    10.210.35
    
    
    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 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)
    
    
    10.110.36
    
    
    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)
    
    
    10.210.37
    
    
    Form of Joinder No. 2 to Restricted
Subsidiary Guarantee, dated as of
July 20, 2009, by AmeriGas Eagle
Propane, L.P. and AmeriGas Eagle
Parts & Service, Inc. for the benefit
of Wachovia Bank, National
Association and the Banks (as
defined)
    
    AmeriGas
Partners, L.P.
    
    Form 8-K (7/20/09)
    
    
    10.110.38
    
    
    Release of Liens and Termination of
Security Documents dated as of
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)
    
    
    10.310.39
    
    
    Purchase Agreement dated January 30,
2001 and Amended and Restated on
August 7, 2001 by and among Columbia
Energy Group, Columbia Propane
Corporation, Columbia Propane, L.P.,
CP Holdings, Inc., AmeriGas Propane,
L.P., AmeriGas Partners, L.P., and
AmeriGas Propane, Inc.
    
    AmeriGas
Partners, L.P.
    
    Form 8-K (8/8/01)
    
    
    10.1
  69




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.40
    
    
    Columbia Energy Group Payment
Guaranty dated April 5, 1999
    
    AmeriGas
Partners, L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4210.41
    
    
    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)
    
    
    10.514
    
    
    Code of Ethics for principal
executive, financial and accounting
officers
    
    UGI
    
    Form 10-K (9/30/03)
    
    
    14*21
    
    
    Subsidiaries of the Registrant*23
    
    
    Consent of PricewaterhouseCoopers LLP*31.1
    
    
    Certification by the Chief Executive
Officer relating to the Registrants
Report on Form 10-K for the fiscal
year ended September 30, 2009
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*31.2
    
    
    Certification by the Chief Financial
Officer relating to the Registrants
Report on Form 10-K for the fiscal
year ended September 30, 2009
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 Registrants
Report on Form 10-K for the fiscal
year ended September 30, 2009,
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.  70




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##### Table of Contents



SIGNATURES
  AMERIGAS PARTNERS, L.P.By:
    AmeriGas Propane, Inc.,Its General PartnerDate: November 20, 2009
    By:
    /s/ Jerry E. SheridanJerry E. SheridanVice President  Finance and Chief Financial Officer  Signature
    
    Title/s/ Eugene V. N. Bissell
    
    President and Chief Executive
Officer (Principal Executive Officer) and DirectorEugene V. N. Bissell/s/ Lon R. Greenberg
    
    Chairman and DirectorLon R. Greenberg/s/ John L. Walsh
    
    Vice Chairman and DirectorJohn L. Walsh/s/ Jerry E. Sheridan
    
    Vice President  Finance and Chief Financial OfficerJerry E. Sheridan
    
    (Principal Financial Officer)/s/ William J. Stanczak
    
    Controller and Chief Accounting OfficerWilliam J. Stanczak
    
    (Principal Accounting Officer)/s/ Stephen D. Ban
    
    DirectorStephen D. Ban/s/ Richard C. Gozon
    
    DirectorRichard C. Gozon/s/ William J. Marrazzo
    
    DirectorWilliam J. Marrazzo/s/ Gregory A. Pratt
    
    DirectorGregory A. Pratt/s/ Marvin O. Schlanger
    
    DirectorMarvin O. Schlanger/s/ Howard B. Stoeckel
    
    DirectorHoward B. Stoeckel
  71




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AMERIGAS PARTNERS, L.P.
     F-1




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##### Table of Contents



Form 10-KAmeriGas Partners, L.P. and Subsidiaries
    
    pageManagements Report on Internal Control over Financial Reporting
    
    
    F-4Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of September 30, 2009 and 2008
    
    
    F-5Consolidated Statements of Operations for the years ended
September 30, 2009, 2008 and 2007
    
    
    F-6Consolidated Statements of Cash Flows for the years ended
September 30, 2009, 2008 and 2007
    
    
    F-7Consolidated Statements of Partners Capital for the years ended
September 30, 2009, 2008 and 2007
    
    
    F-8Notes to Consolidated Financial Statements
    
    F-9 to F-29Financial 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



Report of Independent Registered Public Accounting Firm
 To the Partners of AmeriGas Partners, L.P. and the Board of Directors of AmeriGas Propane, Inc.:
    /s/ PricewaterhouseCoopers LLPPhiladelphia, PennsylvaniaNovember 20, 2009
  F-3




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##### Table of Contents



General Partners Report
 Financial Statements
    
 Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework,
   
 
 
  F-4




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Thousands of dollars)
 September 30,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    59,213
    
    
    $
    10,909Accounts receivable (less allowances for doubtful accounts
of $13,239 and $20,215, respectively)
    
    
    136,147
    
    
    
    218,411Accounts receivable  related parties
    
    
    5,851
    
    
    
    5,130Inventories
    
    
    87,940
    
    
    
    144,206Derivative financial instruments
    
    
    14,970
    
    
    
    13Collateral deposits
    
    
    
    
    
    
    17,830Prepaid expenses and other current assets
    
    
    12,386
    
    
    
    28,597Total current assets
    
    
    316,507
    
    
    
    425,096Property, plant and equipment (less accumulated depreciation and
amortization of $804,239 and $743,097,
respectively)
    
    
    628,899
    
    
    
    616,834Goodwill
    
    
    665,663
    
    
    
    640,843Intangible assets (less accumulated amortization
of $23,970 and $20,033, respectively)
    
    
    32,611
    
    
    
    27,579Other assets
    
    
    13,884
    
    
    
    14,721Total assets
    
    $
    1,657,564
    
    
    $
    1,725,073LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Current maturities of long-term debt
    
    $
    82,225
    
    
    $
    71,466Accounts payable  trade
    
    
    115,041
    
    
    
    172,800Accounts payable  related parties
    
    
    2,252
    
    
    
    2,017Employee compensation and benefits accrued
    
    
    36,055
    
    
    
    31,408Interest accrued
    
    
    22,203
    
    
    
    23,490Customer deposits and advances
    
    
    87,760
    
    
    
    106,946Derivative financial instruments
    
    
    19,284
    
    
    
    55,792Other current liabilities
    
    
    55,785
    
    
    
    68,642Total current liabilities
    
    
    420,605
    
    
    
    532,561Long-term debt
    
    
    783,419
    
    
    
    861,924Other noncurrent liabilities
    
    
    77,215
    
    
    
    72,490Total liabilities
    
    
    1,281,239
    
    
    
    1,466,975Commitments and contingencies (note 13)Minority interests
    
    
    11,866
    
    
    
    10,723Partners capital:Common unitholders (units issued  57,046,388 and 57,009,951, respectively)
    
    
    367,708
    
    
    
    308,186General partner
    
    
    3,698
    
    
    
    3,094Accumulated other comprehensive loss
    
    
    (6,947
    )
    
    
    (63,905
    )Total partners capital
    
    
    364,459
    
    
    
    247,375Total liabilities and partners
capital
    
    $
    1,657,564
    
    
    $
    1,725,073
   F-5




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Thousands of dollars, except per unit)
 Year EndedSeptember 30,2009
    
    
    2008
    
    
    2007Revenues:Propane
    
    $
    2,091,890
    
    
    $
    2,624,672
    
    
    $
    2,096,080Other
    
    
    168,205
    
    
    
    190,517
    
    
    
    181,2952,260,095
    
    
    
    2,815,189
    
    
    
    2,277,375Costs and expenses:Cost of sales  propane (excluding depreciation shown
below)
    
    
    1,254,332
    
    
    
    1,836,917
    
    
    
    1,365,071Cost of sales  other (excluding depreciation shown below)
    
    
    62,172
    
    
    
    71,396
    
    
    
    72,125Operating and administrative expenses
    
    
    615,152
    
    
    
    610,465
    
    
    
    562,524Depreciation
    
    
    78,528
    
    
    
    75,679
    
    
    
    71,555Amortization
    
    
    5,260
    
    
    
    4,723
    
    
    
    4,059Gains on sales of LPG storage facilities
    
    
    (39,887
    )
    
    
    
    
    
    
    (46,117
    )Other income, net
    
    
    (16,005
    )
    
    
    (18,855
    )
    
    
    (17,572
    )1,959,552
    
    
    
    2,580,325
    
    
    
    2,011,645Operating income
    
    
    300,543
    
    
    
    234,864
    
    
    
    265,730Interest expense
    
    
    (70,340
    )
    
    
    (72,886
    )
    
    
    (71,487
    )Income before income taxes
    
    
    230,203
    
    
    
    161,978
    
    
    
    194,243Income tax expense
    
    
    (2,593
    )
    
    
    (1,672
    )
    
    
    (846
    )Minority interests
    
    
    (2,967
    )
    
    
    (2,287
    )
    
    
    (2,613
    )Net income
    
    $
    224,643
    
    
    $
    158,019
    
    
    $
    190,784General partners interest in net income
    
    $
    6,737
    
    
    $
    2,278
    
    
    $
    5,600Limited partners interest in net income
    
    $
    217,906
    
    
    $
    155,741
    
    
    $
    185,184Income per limited partner unit  basic and diluted (note 2)
    
    $
    3.59
    
    
    $
    2.70
    
    
    $
    3.15Average limited partner units outstanding (thousands):Basic
    
    
    57,038
    
    
    
    57,005
    
    
    
    56,826Diluted
    
    
    57,082
    
    
    
    57,044
    
    
    
    56,862
   F-6




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands of dollars)
 Year EndedSeptember 30,2009
    
    
    2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    224,643
    
    
    $
    158,019
    
    
    $
    190,784Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    83,788
    
    
    
    80,402
    
    
    
    75,614Gains on sales of LPG storage facilities
    
    
    (39,887
    )
    
    
    
    
    
    
    (46,117
    )Provision for uncollectible accounts
    
    
    9,345
    
    
    
    15,852
    
    
    
    9,544Other, net
    
    
    3,287
    
    
    
    839
    
    
    
    4,856Net change in:Accounts receivable
    
    
    74,134
    
    
    
    (51,270
    )
    
    
    (17,142
    )Inventories
    
    
    57,847
    
    
    
    (19,032
    )
    
    
    (18,829
    )Accounts payable
    
    
    (58,124
    )
    
    
    8,136
    
    
    
    17,819Collateral deposits
    
    
    17,830
    
    
    
    (17,830
    )
    
    
    Other current assets
    
    
    16,210
    
    
    
    (5,348
    )
    
    
    310Other current liabilities
    
    
    (21,575
    )
    
    
    10,446
    
    
    
    (12,340
    )Net cash provided by operating activities
    
    
    367,498
    
    
    
    180,214
    
    
    
    204,499CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures for property, plant and equipment
    
    
    (78,739
    )
    
    
    (62,756
    )
    
    
    (73,764
    )Proceeds from disposals of assets
    
    
    6,880
    
    
    
    8,442
    
    
    
    5,954Net proceeds from sales of LPG storage facilities
    
    
    42,426
    
    
    
    
    
    
    
    49,031Acquisitions of businesses, net of cash acquired
    
    
    (50,092
    )
    
    
    (1,322
    )
    
    
    (78,763
    )Net cash used by investing activities
    
    
    (79,525
    )
    
    
    (55,636
    )
    
    
    (97,542
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (165,282
    )
    
    
    (144,659
    )
    
    
    (154,672
    )Minority interest activity
    
    
    (2,400
    )
    
    
    (2,138
    )
    
    
    (2,144
    )Repayment of long-term debt
    
    
    (71,659
    )
    
    
    (1,680
    )
    
    
    (1,762
    )Proceeds from issuance of Common Units, net of tax withheld
    
    
    (338
    )
    
    
    766
    
    
    
    814Capital contributions from General Partner
    
    
    10
    
    
    
    8
    
    
    
    66Net cash used by financing activities
    
    
    (239,669
    )
    
    
    (147,703
    )
    
    
    (157,698
    )Cash and cash equivalents increase (decrease)
    
    $
    48,304
    
    
    $
    (23,125
    )
    
    $
    (50,741
    )CASH AND CASH EQUIVALENTS:End of year
    
    $
    59,213
    
    
    $
    10,909
    
    
    $
    34,034Beginning of year
    
    
    10,909
    
    
    
    34,034
    
    
    
    84,775Increase (decrease)
    
    $
    48,304
    
    
    $
    (23,125
    )
    
    $
    (50,741
    )SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for:Interest
    
    $
    69,745
    
    
    $
    70,801
    
    
    $
    69,451
   F-7




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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, 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
    )
    
    
    247,375Net income
    
    
    
    
    
    
    217,906
    
    
    
    6,737
    
    
    
    
    
    
    
    224,643Net losses on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (136,786
    )
    
    
    (136,786
    )Reclassification of net losses on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193,744
    
    
    
    193,744Comprehensive income
    
    
    
    
    
    
    217,906
    
    
    
    6,737
    
    
    
    56,958
    
    
    
    281,601Distributions
    
    
    
    
    
    
    (159,139
    )
    
    
    (6,143
    )
    
    
    
    
    
    
    (165,282
    )Unit-based compensation expense
    
    
    
    
    
    
    1,093
    
    
    
    
    
    
    
    
    
    
    
    1,093Common Units issued in connection
with incentive compensation plans,
net of tax withheld
    
    
    36,437
    
    
    
    (338
    )
    
    
    10
    
    
    
    
    
    
    
    (328
    )Balance September 30, 2009
    
    
    57,046,388
    
    
    $
    367,708
    
    
    $
    3,698
    
    
    $
    (6,947
    )
    
    $
    364,459
   F-8




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Index to Notes:
 Note 1  Nature of Operations
 Note 2  Significant Accounting Policies
 Note 3  Accounting Changes
 Note 4  Acquisitions
 Note 5  Sales of Assets
 Note 6  Quarterly Distributions of Available Cash
 Note 7  Debt
 Note 8  Employee Retirement Plans
 Note 9  Inventories
 Note 10  Property, Plant and Equipment
 Note 11  Goodwill and Intangible Assets
 Note 12  Partners Capital and Incentive Compensation Plans
 Note 13  Commitments and Contingencies
 Note 14  Related Party Transactions
 Note 15  Other Current Liabilities
 Note 16  Fair Value Measurements
 Note 17  Disclosures About Derivative Instruments, Hedging Activities and Financial Instruments
 Note 18  Other Income, Net
 Note 19  Quarterly Data (Unaudited)
 Note 1  Nature of Operations
       F-9




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Note 2  Significant Accounting Policies
 Basis of Presentation.
   Principles of Consolidation.
 Finance Corps.
 Fair Value Measurements.
  
    
    Level 1  Quoted prices (unadjusted) in active markets for identical assets and liabilities
that we have the ability to access at the measurement date. The Partnership did not have any
derivative financial instruments categorized as Level 1 at September 30, 2009.
 
    
    Level 2  Inputs other than quoted prices included within Level 1 that are either directly
or indirectly observable for the asset or liability, including quoted prices for similar
assets or liabilities in active markets, quoted prices for identical or similar assets or
liabilities in inactive markets, inputs other than quoted prices that are observable for the
asset or liability, and inputs that are derived from observable market data by correlation or
other means. Instruments categorized in Level 2 include non-exchange traded derivatives such
as over the counter commodity price swap and option contracts and interest rate protection
agreements. 
    
    Level 3  Unobservable inputs for the asset or liability including situations where there
is little, if any, market activity for the asset or liability. We did not have any derivative
financial instruments categorized as Level 3 at September 30, 2009.
  F-10




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
   Derivative Instruments.
   Revenue Recognition.
 Delivery Expenses.
 Income Taxes.
 Comprehensive Income.
  F-11




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Cash and Cash Equivalents.
 Inventories.
 Property, Plant and Equipment and Related Depreciation.
    Goodwill and Intangible Assets.
  Impairment of Long-Lived Assets.
 Customer Deposits.
 Equity-Based Compensation.
  F-12




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
   Environmental Matters.
  Allocation of Net Income.
 Net Income Per Unit.
  Segment Information.
 Subsequent Events.
  F-13




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Note 3  Accounting Changes
 Adoption of New Accounting Standards
 FASB Accounting Standards Codification.
 Subsequent Events.
 Disclosures about Derivative Instruments and Hedging Activities.
 Fair
Value Measurements.
 Offsetting of Amounts Related to Certain Contracts.
 Fair Value Option for Financial Assets and Liabilities.
  F-14




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  New Accounting Standards Not Yet Implemented
 Intangible Asset Useful Lives.
 Business Combinations.
 Noncontrolling
Interests.
 Earnings Per Unit.
  F-15




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Note 4  Acquisitions
   2009
    
    
    2008
    
    
    2007Net current assets (liabilities)
    
    $
    1,916
    
    
    $
    (1,010
    )
    
    $
    (2,208
    )Property, plant and equipment
    
    
    17,646
    
    
    
    2,731
    
    
    
    59,439Goodwill
    
    
    24,048
    
    
    
    751
    
    
    
    19,449Customer relationships and noncompete agreements
(estimated useful life of 10 and 5 years,
respectively)
    
    
    10,268
    
    
    
    2,451
    
    
    
    8,238Other net long-term liabilities
    
    
    
    
    
    
    
    
    
    
    (98
    )Total
    
    $
    53,878
    
    
    $
    4,923
    
    
    $
    84,820
  Note 5  Sales of Assets
  Note 6  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.
    F-16




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
    2009
    
    
    2008
    
    
    20071st Quarter
    
    $
    0.64
    
    
    $
    0.61
    
    
    $
    0.582nd Quarter
    
    
    0.64
    
    
    
    0.61
    
    
    
    0.583rd Quarter
    
    
    0.67
    
    
    
    0.64
    
    
    
    0.614th Quarter
    
    
    0.84
    
    
    
    0.64
    
    
    
    0.86
   Note 7  Debt
  2009
    
    
    2008AmeriGas Partners Senior Notes:8.875%, due May 2011
    
    $
    14,720
    
    
    $
    14,7677.25%, 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
    
    
    
    
    
    
    70,201Series E, 8.50%, due July 2010
    
    
    80,018
    
    
    
    80,042Other
    
    
    5,906
    
    
    
    3,380Total long-term debt
    
    
    865,644
    
    
    
    933,390Less current maturities
    
    
    (82,225
    )
    
    
    (71,466
    )Total long-term debt due after one year
    
    $
    783,419
    
    
    $
    861,924
   F-17




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  AmeriGas Partners Senior Notes.
 AmeriGas OLP First Mortgage Notes.
 AmeriGas OLP Credit Agreements.
     F-18




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Restrictive Covenants.
 1.
    
    no event of default exists or would exist upon making such distributions and
 2.
    
    the Partnerships consolidated fixed charge coverage ratio, as defined, is greater than
1.75-to-1.
    Note 8  Employee Retirement Plans
   Note 9  Inventories
  2009
    
    
    2008Propane gas
    
    $
    67,945
    
    
    $
    121,365Materials, supplies and other
    
    
    16,489
    
    
    
    19,296Appliances for sale
    
    
    3,506
    
    
    
    3,545Total inventories
    
    $
    87,940
    
    
    $
    144,206
   F-19




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Note 10  Property, Plant and Equipment
  2009
    
    
    2008Land
    
    $
    66,880
    
    
    $
    66,153Buildings and improvements
    
    
    96,873
    
    
    
    91,760Transportation equipment
    
    
    73,000
    
    
    
    68,254Storage facilities
    
    
    121,857
    
    
    
    118,650Equipment, primarily cylinders and tanks
    
    
    1,035,402
    
    
    
    992,532Other, including construction in process
    
    
    39,126
    
    
    
    22,582Gross property, plant and equipment
    
    
    1,433,138
    
    
    
    1,359,931Less accumulated depreciation and amortization
    
    
    (804,239
    )
    
    
    (743,097
    )Net property, plant and equipment
    
    $
    628,899
    
    
    $
    616,834
 Note 11  Goodwill and Intangible Assets
  2009
    
    
    2008Subject to amortization:Customer relationships and noncompete agreements
    
    $
    56,581
    
    
    $
    47,612Accumulated amortization
    
    
    (23,970
    )
    
    
    (20,033
    )32,611
    
    
    
    27,579Not subject to amortization:Goodwill
    
    $
    665,663
    
    
    $
    640,843
  Note 12  Partners Capital and Incentive Compensation Plans
     F-20




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
    Grants Awarded in Fiscal Year2009
    
    
    2008
    
    
    2007Risk-free rate
    
    
    1.0
    %
    
    
    3.1
    %
    
    
    4.7
    %Expected life
    
    3 years
    
    
    3 years
    

    
    3 yearsExpected volatility
    
    
    32.0
    %
    
    
    17.7
    %
    
    
    17.6
    %Dividend Yield
    
    
    9.1
    %
    
    
    6.8
    %
    
    
    7.1
    %
   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, 2008
    
    
    126,100
    
    
    $
    33.44
    
    
    
    39,966
    
    
    $
    32.03
    
    
    
    86,134
    
    
    $
    34.10Granted
    
    
    60,200
    
    
    $
    31.94
    
    
    
    
    
    
    $
    
    
    
    
    60,200
    
    
    $
    31.94Forfeited
    
    
    (1,500
    )
    
    $
    30.70
    
    
    
    
    
    
    $
    
    
    
    
    (1,500
    )
    
    $
    30.70Vested
    
    
    
    
    
    $
    
    
    
    
    48,818
    
    
    $
    31.70
    
    
    
    (48,818
    )
    
    $
    31.70Unit awards paid
    
    
    (37,200
    )
    
    $
    29.56
    
    
    
    (37,200
    )
    
    $
    29.56
    
    
    
    
    
    
    $
    September 30, 2009
    
    
    147,600
    
    
    $
    33.83
    
    
    
    51,584
    
    
    $
    33.49
    
    
    
    96,016
    
    
    $
    34.02
  F-21




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
   2009
    
    
    2008
    
    
    2007Number of
original Awards granted
    
    
    38,350
    
    
    
    39,767
    
    
    
    52,200Fiscal year granted
    
    
    2006
    
    
    
    2005
    
    
    
    2004Payment of Awards:AmeriGas Partners Common Units issued
    
    
    36,437
    
    
    
    21,249
    
    
    
    25,392Cash paid
    
    $
    879
    
    
    $
    809
    
    
    $
    600
  Note 13  Commitments and Contingencies
 Commitments
   Year Ending September 30,2010
    
    $
    48,2662011
    
    
    39,6952012
    
    
    32,8992013
    
    
    26,8882014
    
    
    19,675Thereafter
    
    
    55,305Total minimum operating lease payments
    
    $
    222,728
    F-22




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Contingencies
 Environmental Matters
  Other Matters
      F-23




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
    Note 14  Related Party Transactions
    F-24




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
      Note 15  Other Current Liabilities
  2009
    
    
    2008Litigation, property and casualty liabilities
    
    $
    17,972
    
    
    $
    27,831Taxes other than income taxes
    
    
    5,537
    
    
    
    6,411Propane exchange liabilities
    
    
    9,795
    
    
    
    12,583Deferred tank fee revenue
    
    
    12,225
    
    
    
    12,470Other
    
    
    10,256
    
    
    
    9,347Total other current liabilities
    
    $
    55,785
    
    
    $
    68,642
 Note 16  Fair Value Measurements
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDerivative financial
instruments:Assets
    
    $
    
    
    
    $
    15,250
    
    
    $
    
    
    
    $
    15,250Liabilities
    
    $
    
    
    
    $
    (19,284
    )
    
    $
    
    
    
    $
    (19,284
    )
  F-25




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
  Note 17  Disclosures About Derivative Instruments, Hedging Activities and Financial
Instruments
 Derivative Instruments and Hedging Activities
  Commodity Price Risk
  Interest Rate Risk
  Derivative Financial Instruments Credit Risk
   F-26




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
   Derivative Assets
    
    
    Derivative (Liabilities)Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairAs of September 30, 2009
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives Designated as
Hedging Instruments:Propane contracts
    

Derivative
financial instruments and Other assets
    
    
    $
    11,730Interest rate contracts
    
    Derivative financial instruments
    
    
    
    2,249
    
    
    Derivative financial instruments
    
    
    $
    (18,131
    )Total Derivatives Designated
as Hedging Instruments
    
    
    
    
    
    $
    13,979
    
    
    
    
    
    
    $
    (18,131
    )Derivatives Not Designated as
Hedging Instruments:Propane contracts
    
    Derivative financial instruments
    
    
    $
    1,271
    
    
    Derivative financial instruments
    
    
    $
    (1,153
    )Total Derivatives Not Designated
as Hedging Instruments
    
    
    
    
    
    $
    1,271
    
    
    
    
    
    
    $
    (1,153
    )Total Derivatives
    
    
    
    
    
    $
    15,250
    
    
    
    
    
    
    $
    (19,284
    )
  Location ofLoss
    
    
    Loss
    
    
    LossRecognized in
    
    
    Reclassified from
    
    
    Reclassified fromAOCI and Minority
    
    
    AOCI and Minority
    
    
    AOCI and MinorityFiscal 2009:
    
    Interest
    
    
    Interest into Income
    
    
    Interest into IncomeCash Flow
Hedges:Propane contracts
    
    $
    (128,214
    )
    
    Cost of sales
    
    $
    (193,364
    )Interest rate contracts
    
    
    (10,104
    )
    
    Interest expense / other income
    
    
    
    (2,487
    )Total
    
    $
    (138,318
    )
    
    
    
    
    
    $
    (195,851
    )
    F-27




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
 Financial Instruments
  Asset (Liability)Carrying
    
    
    EstimatedAmount
    
    
    Fair Value2009:Derivative financial instruments
    
    $
    (4,034
    )
    
    $
    (4,034
    )Long-term debt
    
    
    (865,644
    )
    
    
    (836,561
    )2008:Derivative financial instruments
    
    $
    (59,796
    )
    
    $
    (59,796
    )Long-term debt
    
    
    (933,390
    )
    
    
    (863,550
    )
   Note 18  Other Income, Net
  2009
    
    
    2008
    
    
    2007Gains on sales of fixed assets (a)
    
    $
    2,795
    
    
    $
    1,698
    
    
    $
    862Finance charges
    
    
    11,717
    
    
    
    11,822
    
    
    
    10,208Other
    
    
    1,493
    
    
    
    5,335
    
    
    
    6,502Total other income, net
    
    $
    16,005
    
    
    $
    18,855
    
    
    $
    17,572
 (a)
    
    Excludes gains on sales of LPG storage facilities in Fiscal
2009 and Fiscal 2007
of $39,887 and $46,117, respectively (see Note 5)  F-28




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES ~ Notes to Consolidated Financial Statements
 Note 19  Quarterly Data (Unaudited)
  December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,2008 (a)
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    727,064
    
    
    $
    748,168
    
    
    $
    823,377
    
    
    $
    1,006,656
    
    
    $
    372,677
    
    
    $
    535,129
    
    
    $
    336,977
    
    
    $
    525,236Operating income
(loss)
    
    $
    144,766
    
    
    $
    73,958
    
    
    $
    168,115
    
    
    $
    153,287
    
    
    $
    4,329
    
    
    $
    9,585
    
    
    $
    (16,667
    )
    
    $
    (1,966
    )Net income (loss)
    
    $
    123,963
    
    
    $
    54,305
    
    
    $
    147,835
    
    
    $
    132,950
    
    
    $
    (13,525
    )
    
    $
    (8,788
    )
    
    $
    (33,630
    )
    
    $
    (20,448
    )Income (loss) per
limited partner
unit  basic
and diluted (b)
    
    $
    1.50
    
    
    $
    0.87
    
    
    $
    1.71
    
    
    $
    1.58
    
    
    $
    (0.24
    )
    
    $
    (0.16
    )
    
    $
    (0.64
    )
    
    $
    (0.36
    )
 (a)
    
    Includes gain on sale of the Partnerships California storage facility which
increased operating income by $39,887 and net income by $39,484 (see Note 5). (b)
    
    Theoretical distributions of net income in accordance with accounting guidance
regarding the application of the two-class method for determining earnings per share 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: Quarter ended:
    
    December 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2009
    
    
    2008Decrease in income per limited partner unit
    
    $
    (0.65
    )
    
    $
    (0.07
    )
    
    $
    (0.85
    )
    
    $
    (0.73
    )
  F-29




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 September 30,2009
    
    
    2008ASSETSCurrent assets:Cash
    
    $
    965
    
    
    $
    959Total current assets
    
    
    965
    
    
    
    959Investment in AmeriGas Propane, L.P.
    
    
    1,161,091
    
    
    
    1,043,285Other assets
    
    
    7,010
    
    
    
    8,207Total assets
    
    $
    1,169,066
    
    
    $
    1,052,451LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and other liabilities
    
    $
    4,391
    
    
    $
    4,812Accrued interest
    
    
    20,496
    
    
    
    20,496Total current liabilities
    
    
    24,887
    
    
    
    25,308Long-term debt
    
    
    779,720
    
    
    
    779,768Commitments
and contingencies (Note 1)Partners capital:Common unitholders
    
    
    367,708
    
    
    
    308,186General partner
    
    
    3,698
    
    
    
    3,094Accumulated other comprehensive loss
    
    
    (6,947
    )
    
    
    (63,905
    )Total partners capital
    
    
    364,459
    
    
    
    247,375Total liabilities and partners capital
    
    $
    1,169,066
    
    
    $
    1,052,451
    S-1




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 YearEndedSeptember 30,2009
    
    
    2008
    
    
    2007Operating (income) expenses, net
    
    $
    (337
    )
    
    $
    (49
    )
    
    $
    78Interest expense
    
    
    (58,003
    )
    
    
    (58,003
    )
    
    
    (58,006
    )Loss before income taxes
    
    
    (58,340
    )
    
    
    (58,052
    )
    
    
    (57,928
    )Income tax expense
    
    
    
    
    
    
    3
    
    
    
    30Loss before equity in income of AmeriGas Propane, L.P.
    
    
    (58,340
    )
    
    
    (58,055
    )
    
    
    (57,958
    )Equity in income of AmeriGas Propane, L.P.
    
    
    282,983
    
    
    
    216,074
    
    
    
    248,742Net income
    
    $
    224,643
    
    
    $
    158,019
    
    
    $
    190,784General partners interest in net income
    
    $
    6,737
    
    
    $
    2,278
    
    
    $
    5,600Limited partners interest in net income
    
    $
    217,906
    
    
    $
    155,741
    
    
    $
    185,184Income per limited partner unit  basic and diluted:
    
    $
    3.59
    
    
    $
    2.70
    
    
    $
    3.15Average limited partner units outstanding  basic (thousands)
    
    
    57,038
    
    
    
    57,005
    
    
    
    56,826Average limited partner units outstanding  diluted (thousands)
    
    
    57,082
    
    
    
    57,044
    
    
    
    56,862
  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 30,2009
    
    
    2008
    
    
    2007 (b)NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
    
    $
    165,616
    
    
    $
    144,664
    
    
    $
    152,752CASH FLOWS FROM INVESTING ACTIVITIES:Contributions to AmeriGas Propane, L.P.
    
    
    
    
    
    
    
    
    
    
    (264
    )Net cash used by investing activities
    
    
    
    
    
    
    
    
    
    
    (264
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (165,282
    )
    
    
    (144,659
    )
    
    
    (154,672
    )Proceeds from issuance of Common Units,
net of tax withheld
    
    
    (338
    )
    
    
    766
    
    
    
    814Capital contribution from General Partner
    
    
    10
    
    
    
    8
    
    
    
    66Net cash used by financing activities
    
    
    (165,610
    )
    
    
    (143,885
    )
    
    
    (153,792
    )Increase (decrease) in cash and cash equivalents
    
    $
    6
    
    
    $
    779
    
    
    $
    (1,304
    )CASH AND CASH EQUIVALENTS:End of year
    
    $
    965
    
    
    $
    959
    
    
    $
    180Beginning of year
    
    
    959
    
    
    
    180
    
    
    
    1,484Increase (decrease)
    
    $
    6
    
    
    $
    779
    
    
    $
    (1,304
    )
 (a)
    
    Includes distributions received from AmeriGas Propane, L.P. of $221,607, $200,983 and
$210,996 for the years ended September 30, 2009, 2008 and 2007, respectively.(b)
    
    During the year ended September 30, 2007, the Partnership issued Common Units to the
General Partner at a price 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, 2009Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    20,215
    
    
    $
    9,345
    
    
    $
    (16,321
    )(1)
    
    $
    13,239Other reserves:Property and casualty liability
    
    $
    71,172
    
    
    $
    20,482
    
    
    $
    (29,398
    )(2)
    
    $
    62,658
    (5)402
    (3)Environmental, litigation and other
    
    $
    14,481
    
    
    $
    7,867
    
    
    $
    (968
    )(2)
    
    $
    21,660280
    (3)Year 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)
  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, 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)
 (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, 2009, 2008, and 2007, the Partnership had insurance indemnification
receivables associated with its
property and casualty liabilities totaling $241, $17,926, and $0, respectively.  S-5




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.12
    
    
    AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as in effect January 1, 200810.22
    
    
    Description of oral compensation arrangement for Messrs. Bissell and Sheridan10.29
    
    
    Form of Confidentiality and Post-Employment Activities Agreement with AmeriGas Propane, Inc.
for Mr. Knauss21
    
    
    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