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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, 2007
 Commission file number 1-13692
 AMERIGAS PARTNERS, L.P.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    23-2787918(I.R.S. Employer Identification No.)
 (Address of Principal Executive Offices) (Zip Code)   (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:Title of Each Class
    
    Name of each Exchange on Which RegisteredCommon Units representing limited partner interests
    
    New York Stock Exchange, Inc.Securities registered pursuant to Section 12(g) of the Act:
    
    None
 þ o
 Yes o No þ
 Yes þ No o
 10-K. o
  þ o o
 1934). Yes o No þ




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##### 



TABLE OF CONTENTS
 PagePART I:
    
    
    
    
    1Item 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    21Item 2.
    
    Properties
    
    
    21Item 3.
    
    Legal Proceedings
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    23PART II:
    
    
    
    
    23Item 5.
    
    Market for Registrants Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
    
    
    23Item 6.
    
    Selected Financial Data
    
    
    24Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8.
    
    Financial Statements and Supplementary Data
    
    
    36Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36Item 9A.
    
    Controls and Procedures
    
    
    36Item 9B.
    
    Other Information
    
    
    37PART III:
    
    
    
    
    37Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    37Item 11.
    
    Executive Compensation
    
    
    44Item 12.
    
    Security Ownership
of Certain Beneficial Owners and Management and Related Security holder Matters
    
    
    74Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    78Item 14.
    
    Principal Accountant Fees and Services
    
    
    80PART IV:
    
    
    
    
    81Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    81Signatures
    
    
    88Index to Financial Statements and Financial Statement Schedules
    
    
    F-2Exhibit 10.19Exhibit 10.25Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99
   (ii)




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PART I:
 
 ITEM 1. BUSINESS
 General
    Business Strategy




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General Partner Information
  Forward-Looking Statements
    2




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General Industry Information
    Products, Services and Marketing
    3




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Propane Supply and Storage
   4




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5




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Average Propane Spot Market Prices
 
 Competition
   6




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Trade Names, Trade and Service Marks
  Seasonality
   7




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Government Regulation
     8




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Employees
  
 ITEM 1A. RISK FACTORS
  Risks Related to Our Business
 Decreases in the demand for propane because of warmer-than-normal heating season weather or
unfavorable weather may adversely affect our results of operations.
    9




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Our profitability is subject to propane pricing and inventory risk.
  High propane prices can lead to customer conservation, resulting in reduced demand for our product.
  Supplier defaults may have a negative effect on our operating results.
  Changes in commodity market prices may have a negative effect on our liquidity.
  Our operations may be adversely affected by competition from other energy sources.
    10




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Our ability to increase revenues is adversely affected by the maturity of the retail propane
industry.
  Our ability to grow will be adversely affected if we are not successful in making acquisitions or
integrating the acquisitions we have made.
   We are subject to operating and litigation risks that may not be covered by insurance.
   11




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We may be unable to respond effectively to competition, which may adversely affect our operating
results.
  Our net income will decrease if we are required to incur additional costs to comply with new
governmental safety, health, transportation and environmental regulations.
  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;
  12




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
    
    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 payment of interest and principal in the future of
debt securities;
    
    to provide for level distributions of cash notwithstanding the seasonality of our
business; and
    
    to provide for future capital expenditures and other payments deemed by our General
Partner to be necessary or advisable.
  Holders of Common Units may experience dilution of their interests.
   13




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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;
  14




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
    
    sell assets;
    
    make restricted payments, loans and investments;
    
    enter into business combinations and asset sale transactions; and
    
    engage in other lines of business.
 Holders of Common Units have limited voting rights, management and control of us.
  Holders of Common Units may be required to sell their Common Units against their will.
  Holders of Common Units may not have limited liability in certain circumstances and may be
liable for the return of distributions that cause our liabilities to exceed our assets.
   15




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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.
  16




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
    
    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.
    17




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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.
     18




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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.
   19




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Ownership of Common Units may have adverse tax consequences for tax-exempt organizations and
certain other investors.
  There are limits on the deductibility of losses that may adversely affect holders of Common
Units.
  Our tax shelter registration could increase the risk of a potential audit by the IRS.
  Tax gain or loss on disposition of Common Units could be different than expected.
   20




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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
   21




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Approximate Quantity & Equipment Type
    
    % Owned
    
    
    % Leased530
    
    
    Trailers
    
    
    92
    
    
    
    8300
    
    
    Tractors
    
    
    27
    
    
    
    73180
    
    
    Railroad tank cars
    
    
    0
    
    
    
    1002,600
    
    
    Bobtail trucks
    
    
    13
    
    
    
    87330
    
    
    Rack trucks
    
    
    9
    
    
    
    912,200
    
    
    Service and delivery trucks
    
    
    16
    
    
    
    84
  
 ITEM 3. LEGAL PROCEEDINGS
  Swiger, et al. v. UGI/AmeriGas, Inc. et al.
  22




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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
    
    
    Cash2007 Fiscal Year
    
    High
    
    
    Low
    
    
    DistributionFourth Quarter
    
    $
    38.00
    
    
    $
    31.20
    
    
    $
    0.86Third Quarter
    
    
    38.89
    
    
    
    32.62
    
    
    
    0.61Second Quarter
    
    
    34.00
    
    
    
    31.28
    
    
    
    0.58First Quarter
    
    
    33.10
    
    
    
    30.35
    
    
    
    0.58
 Price Range
    
    
    Cash2006 Fiscal Year
    
    High
    
    
    Low
    
    
    DistributionFourth Quarter
    
    $
    31.27
    
    
    $
    29.40
    
    
    $
    0.58Third Quarter
    
    
    31.35
    
    
    
    28.27
    
    
    
    0.58Second Quarter
    
    
    31.83
    
    
    
    28.22
    
    
    
    0.56First Quarter
    
    
    32.54
    
    
    
    27.10
    
    
    
    0.56
    23




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Related Person Transactions
 
 ITEM 6. SELECTED FINANCIAL DATA
 Year EndedSeptember 30,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Thousands of dollars, except per unit)FOR THE PERIOD:Income statement data:Revenues
    
    $
    2,277,375
    
    
    $
    2,119,266
    
    
    $
    1,963,256
    
    
    $
    1,775,900
    
    
    $
    1,628,424Net income
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854
    
    
    $
    71,958Limited partners interest
in net income
    
    $
    185,184
    
    
    $
    90,246
    
    
    $
    60,237
    
    
    $
    90,935
    
    
    $
    71,238Income per limited partner
unit  basic and diluted (a)
    
    $
    3.15
    
    
    $
    1.59
    
    
    $
    1.10
    
    
    $
    1.71
    
    
    $
    1.42Cash distributions declared
per limited partner unit
    
    $
    2.63
    
    
    $
    2.28
    
    
    $
    2.22
    
    
    $
    2.20
    
    
    $
    2.20AT PERIOD END:Balance sheet data:Current assets
    
    $
    375,020
    
    
    $
    368,209
    
    
    $
    417,740
    
    
    $
    298,116
    
    
    $
    250,244Total assets
    
    
    1,696,784
    
    
    
    1,611,767
    
    
    
    1,663,075
    
    
    
    1,550,227
    
    
    
    1,496,088Current liabilities
(excluding debt)
    
    
    376,668
    
    
    
    378,331
    
    
    
    338,928
    
    
    
    292,402
    
    
    
    253,255Total debt
    
    
    933,042
    
    
    
    933,746
    
    
    
    913,502
    
    
    
    901,351
    
    
    
    927,286Minority interests
    
    
    11,386
    
    
    
    10,448
    
    
    
    8,570
    
    
    
    7,749
    
    
    
    7,005Partners capital
    
    
    311,228
    
    
    
    221,503
    
    
    
    337,417
    
    
    
    289,038
    
    
    
    253,683OTHER DATA:Capital expenditures
(including capital
leases)
    
    $
    73,764
    
    
    $
    70,915
    
    
    $
    63,584
    
    
    $
    62,303
    
    
    $
    53,429Retail propane gallons
sold (millions)
    
    
    1,006.7
    
    
    
    975.2
    
    
    
    1,034.9
    
    
    
    1,059.1
    
    
    
    1,074.9Degree days  % (warmer)
colder than normal (b)
    
    
    (6.5
    )
    
    
    (10.2
    )
    
    
    (6.9
    )
    
    
    (4.9
    )
    
    
    0.2
 
 (a)
    
    Calculated in accordance
with Emerging Issues Task Force Issue No. 03-6,
Participating Securities and the Two-Class Method under FASB
Statement No. 128.  (b)
    
    Deviation from average heating degree days for the 30-year period of 1971-2000 based upon
national weather statistics provided by the National Oceanic and Atmospheric Administration
(NOAA) for 335 airports in the United States, excluding Alaska.  24




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
    Analysis of Results of Operations
   25




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Year Ended September 30,2007
    
    
    2006
    
    
    2005Gallons sold (millions):Retail
    
    
    1,006.7
    
    
    
    975.2
    
    
    
    1,034.9Wholesale
    
    
    117.4
    
    
    
    119.7
    
    
    
    148.71,124.1
    
    
    
    1,094.9
    
    
    
    1,183.6Revenues:Retail propane
    
    $
    1,958.5
    
    
    $
    1,816.0
    
    
    $
    1,679.2Wholesale propane
    
    
    137.6
    
    
    
    137.7
    
    
    
    140.5Other
    
    
    181.3
    
    
    
    165.6
    
    
    
    143.6$
    2,277.4
    
    
    $
    2,119.3
    
    
    $
    1,963.3Total margin (a)
    
    $
    840.2
    
    
    $
    775.5
    
    
    $
    743.3EBITDA (b)
    
    $
    338.7
    
    
    $
    237.9
    
    
    $
    215.9Operating income
    
    $
    265.7
    
    
    $
    184.1
    
    
    $
    177.3Net income
    
    $
    190.8
    
    
    $
    91.2
    
    
    $
    60.8Degree days  % warmer than normal
(c)
    
    
    6.5
    %
    
    
    10.2
    %
    
    
    6.9
    %
 
 (a)
    
    Total margin represents
total revenues less cost of sales-propane and cost of sales-other.(b)
    
    EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should
not be considered as an alternative to net income (as an indicator of operating performance)
or as an alternative to cash flow (as a measure of liquidity or ability to service debt
obligations) 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 compare the
Partnerships operating performance with other companies within the propane industry and to
evaluate the Partnerships ability to meet loan covenants. The Partnerships definition of
EBITDA may be different from that used by other companies. Weather significantly impacts
demand for propane and profitability because many customers use propane for heating purposes.
The following table includes reconciliations of net income to EBITDA for the fiscal years
presented: Year Ended September 30,2007
    
    
    2006
    
    
    2005Net income
    
    $
    190.8
    
    
    $
    91.2
    
    
    $
    60.8Income tax expense
    
    
    0.8
    
    
    
    0.2
    
    
    
    1.5Interest expense
    
    
    71.5
    
    
    
    74.1
    
    
    
    79.9Depreciation
    
    
    71.6
    
    
    
    67.8
    
    
    
    68.2Amortization
    
    
    4.0
    
    
    
    4.6
    
    
    
    5.5EBITDA
    
    $
    338.7
    
    
    $
    237.9
    
    
    $
    215.9
 
 (c)
    
    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.  26




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Fiscal 2007 Compared with Fiscal 2006
      27




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Fiscal 2006 Compared with Fiscal 2005
      28




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Financial Condition and Liquidity
 Capitalization and Liquidity
     Partnership Distributions
  1.
    
    all cash on hand at the end of such quarter,
 2.
    
    plus all additional cash on hand as of the date of determination resulting from
borrowings after the end of such quarter,3.
    
    less the amount of cash reserves established by the General Partner in its
reasonable discretion.
  29




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Year Ended September 30,(Millions of dollars)
    
    2007
    
    
    2006
    
    
    2005Net income
    
    $
    190.8
    
    
    $
    91.2
    
    
    $
    60.8Income tax expense
    
    
    0.8
    
    
    
    0.2
    
    
    
    1.5Interest expense
    
    
    71.5
    
    
    
    74.1
    
    
    
    79.9Depreciation
    
    
    71.6
    
    
    
    67.8
    
    
    
    68.2Amortization
    
    
    4.0
    
    
    
    4.6
    
    
    
    5.5EBITDA
    
    
    338.7
    
    
    
    237.9
    
    
    
    215.9Interest expense
    
    
    (71.5
    )
    
    
    (74.1
    )
    
    
    (79.9
    )Maintenance capital expenditures
    
    
    (27.2
    )
    
    
    (23.6
    )
    
    
    (19.3
    )Loss on extinguishment of debt
    
    
    
    
    
    
    17.1
    
    
    
    33.6Distributable cash
    
    $
    240.0
    
    
    $
    157.3
    
    
    $
    150.3
  31




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Contractual Cash Obligations and Commitments
   Payments Due by PeriodFiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal 2013(Millions of dollars)
    
    Total
    
    
    2008
    
    
    2009-2010
    
    
    2011-2012
    
    
    and thereafterLong-term debt
    
    $
    932.2
    
    
    $
    1.5
    
    
    $
    150.9
    
    
    $
    14.8
    
    
    $
    765.0Interest on long-term
fixed-rate debt
    
    
    499.4
    
    
    
    68.1
    
    
    
    129.9
    
    
    
    111.4
    
    
    
    190.0Operating leases
    
    
    224.2
    
    
    
    47.3
    
    
    
    74.1
    
    
    
    51.1
    
    
    
    51.7Propane supply contracts
    
    
    25.8
    
    
    
    25.8
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,681.6
    
    
    $
    142.7
    
    
    $
    354.9
    
    
    $
    177.3
    
    
    $
    1,006.7
 Cash Flows
 Operating activities.
 Investing activities.
 Financing activities.
  32




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Related Party Transactions
      Off-Balance Sheet Arrangements
  Market Risk Disclosures
    33




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Change in FairFair Value
    
    
    Value(Millions of dollars)September 30, 2007Propane swap contracts
    
    $
    18.3
    
    
    $
    (18.4
    )Interest rate protection agreements
    
    
    0.6
    
    
    
    (4.4
    )September 30, 2006Propane swap and option contracts
    
    $
    (26.2
    )
    
    $
    (21.1
    )Interest rate protection agreements
    
    
    (0.3
    )
    
    
    (4.3
    )
  Critical Accounting Policies and Estimates
  Litigation accruals.
 Depreciation and amortization of long-lived assets.
  35




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Purchase Price Allocation.
 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
  
 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 management including the Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
  36




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(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;
  37




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##### Table of Contents




    
    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.
        38




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##### Table of Contents



Directors and Executive Officers of the General Partner
  Name
    
    Age
    
    Position with the General PartnerLon R. Greenberg
    
    
    57
    
    
    Chairman and DirectorEugene V. N. Bissell
    
    
    54
    
    
    President, Chief Executive Officer
and DirectorJohn L. Walsh
    
    
    52
    
    
    Vice Chairman and DirectorStephen D. Ban
    
    
    67
    
    
    DirectorRichard C. Gozon
    
    
    69
    
    
    DirectorWilliam J. Marrazzo
    
    
    58
    
    
    DirectorGregory A. Pratt
    
    
    59
    
    
    DirectorHoward B. Stoeckel
    
    
    61
    
    
    DirectorJames W. Stratton
    
    
    71
    
    
    DirectorWilliam D. Katz
    
    
    54
    
    
    Vice President  Human ResourcesRobert H. Knauss
    
    
    54
    
    
    Vice President, General Counsel and
Corporate SecretaryDavid L. Lugar
    
    
    50
    
    
    Vice President  Supply and LogisticsCarey M. Monaghan
    
    
    56
    
    
    Vice President  Sales and MarketingJerry E. Sheridan
    
    
    42
    
    
    Vice President  Finance and
Chief Financial OfficerWilliam J. Stanczak
    
    
    52
    
    
    Controller and Chief Accounting Officer
  39




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40




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41




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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.
  42




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Non-management Directors
  Communications with the Board of Directors and Non-management Directors
       43




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##### Table of Contents



Section 16(a)  Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION COMMITTEE REPORT
  Compensation/Pension Committee
 
  44




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##### Table of Contents



COMPENSATION DISCUSSION AND ANALYSIS
 Introduction
   Compensation Philosophy and Objectives
   Determination of Competitive Compensation
  
    
    provide the Compensation/Pension Committee with independent and objective market
data;
    
    conduct compensation analysis; and
    
    review and advise on pay programs and salary, target bonus and long-term incentive
levels applicable to our executives.
    45




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th
 Elements of Compensation
 Salary
  th
  46




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Percentage Increaseover Fiscal 2006Name
    
    Salary
    
    
    SalaryEugene V. N. Bissell
    
    $
    426,400
    
    
    
    4.0%Jerry E. Sheridan
    
    $
    269,000
    
    
    
    3.5%Lon R. Greenberg
    
    $
    966,000
    
    
    
    5.0%John L. Walsh
    
    $
    588,016
    
    
    
    5.0%Robert H. Knauss
    
    $
    291,720
    
    
    
    6.0%
 Annual Bonus Awards
  th th th th th th
 Target Award
    
    
    
    
    
    
    Approximate Location ofOpportunity as a
    
    
    Target Award
    
    
    Target Award in 50th toName
    
    Percentage of Salary
    
    
    Opportunity
    
    
    75th Percentile RangeEugene V. N. Bissell
    
    
    75%
    
    
    $
    319,800
    
    
    67th PercentileJerry E. Sheridan
    
    
    45%
    
    
    $
    121,050
    
    
    63rd PercentileLon R. Greenberg
    
    
    100%
    
    
    $
    966,000
    
    
    50th PercentileJohn L. Walsh
    
    
    85%
    
    
    $
    499,814
    
    
    56th PercentileRobert H. Knauss
    
    
    60%
    
    
    $
    175,032
    
    
    50th Percentile
   47




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48




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##### Table of Contents



Percent ofTarget
    
    AmountName
    
    Bonus Paid
    
    of BonusEugene V. N. Bissell
    
    
    130.0
    %
    
    $
    415,740Jerry E. Sheridan
    
    
    130.0
    %
    
    $
    157,365Lon R. Greenberg
    
    
    97.8
    %
    
    $
    944,748John L. Walsh
    
    
    97.8
    %
    
    $
    488,818Robert H. Knauss
    
    
    97.8
    %
    
    $
    171,181
 Long-Term Compensation  2007 Awards
   th
  49




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Market MedianName
    
    Base Salary AmountEugene V. N. Bissell
    
    $
    484,000Jerry E. Sheridan
    
    $
    247,000Lon R. Greenberg
    
    $
    960,000John L. Walsh
    
    $
    601,000Robert H. Knauss
    
    $
    384,000
      50




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##### Table of Contents



Shares UnderlyingStock Options
    
    Performance UnitsName
    
    # Granted
    
    # GrantedEugene V. N. Bissell
    
    
    70,000
    
    
    
    14,000Jerry E. Sheridan
    
    
    18,000
    
    
    
    2,700Lon R. Greenberg
    
    
    280,000
    
    
    
    60,000
    1John L. Walsh
    
    
    120,000
    
    
    
    26,000
    1Robert H. Knauss
    
    
    45,000
    
    
    
    9,000
    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.Enterprise Products Partners, L.P.
    
    NuStar Energy, L.P.
    
    Sunoco Logistics Partners, L.P.Ferrellgas Partners, L.P.
    
    ONEOK Partners, L.P.
    
    TC Pipelines, L.P.Energy Transfer Partners, L.P.
    
    Penn Virginia Resource Partners, L.P.
    
    TEPPCO Partners, L.P.Inergy, L.P.
  51




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##### Table of Contents



Allegheny Energy, Inc.
    
    Edison International
    
    PPL CorporationAmeren Corporation
    
    Entergy Corporation
    
    Progress Energy, Inc.American Electric Power Company, Inc.
    
    Exelon Corporation
    
    Public Service Enterprise Group IncCenterpoint Energy, Inc.
    
    FirstEnergy Corp.
    
    Questar CorporationCMS Energy Corporation
    
    FPL Group, Inc.
    
    Sempra EnergyConsolidated Edison, Inc.
    
    Keyspan Corporation
    
    TECO Energy, Inc.Constellation Energy Group, Inc.
    
    Nicor Inc.
    
    The AES CorporationDominion Resources, Inc.
    
    NiSource Inc.
    
    The Southern CompanyDTE Energy Company
    
    Peoples Energy Corporation
    
    TXU Corp.Duke Energy Corporation
    
    PG&E Corporation
    
    Xcel Energy Inc.Dynegy Inc.
    
    Pinnacle West Capital Corp
 th th
   52




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##### Table of Contents



Long-Term Compensation  Payout of Performance Units for 2004-2006 Period
  Performance Unit Payout(Number of
    
    Performance Unit PayoutName
    

Units
or Shares)
    
    Value1 ($)Eugene V. N. Bissell
    
    
    13,035
    
    
    
    513,709Jerry E. Sheridan
    
    
    869
    
    
    
    30,884Lon R. Greenberg
    
    
    77,490
    
    
    
    2,266,679John Walsh
    
    
    16,605
    
    
    
    472,973Robert H. Knauss
    
    
    6,642
    
    
    
    194,287
 1
    
    Includes distribution equivalent or dividend equivalent payout.
 Long-Term
Compensation  Lapse of Restriction Period on UGI Stock Units
  Perquisites
   53




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##### Table of Contents



Other Benefits
  Ongoing Plans and Post-Employment Agreements
  AmeriGas Propane, Inc. Savings Plan (the AmeriGas Propane Savings Plan)
  UGI Utilities Inc. Savings Plan (the UGI Savings Plan)
  Retirement Income Plan for Employees of UGI Utilities, Inc. (the UGI Pension Plan)
   54




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##### Table of Contents



UGI Corporation Supplemental Executive Retirement Plan
  AmeriGas Propane, Inc. Supplemental Executive Retirement Plan
   55




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##### Table of Contents



UGI Corporation Supplemental Savings Plan
  meriGas Propane, Inc. Nonqualified Deferred Compensation Plan
  Severance Pay Plans for Senior Executive Employees
   56




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Change in Control Agreements
  Equity Ownership Guidelines
   57




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##### Table of Contents



Required Ownership ofName
    
    UGI Common Stock
    
    Number of Shares of UGI Stock Held at 9/30/2007Eugene V. N. Bissell
    
    
    90,000
    1
    
    See footnote 1Jerry E. Sheridan
    
    
    12,000
    2
    
    See footnote 2Lon R. Greenberg
    
    
    300,000
    
    
    
    613,006John L. Walsh
    
    
    150,000
    
    
    
    65,030Robert H. Knauss
    
    
    30,000
    
    
    
    26,412
 1
    
    In lieu of UGI common stock, Mr. Bissell may satisfy the stock ownership guidelines
if he holds 60,000 AmeriGas Partners common units or a combination of UGI Corporation common stock
and AmeriGas Partners common units deemed equivalent to 90,000 shares of UGI common stock; for
this purpose, each AmeriGas Partners common unit equals 1.5 shares of UGI Corporation common
stock. Mr. Bissell owned 66,380 shares of UGI common stock and 30,746 AmeriGas Partners common
units, thereby meeting his stock ownership requirement.2
    
    In lieu of UGI common stock, Mr. Sheridan may satisfy the stock ownership guidelines
if he holds 8,000 AmeriGas Partners common units or a combination of UGI common stock and AmeriGas
Partners common units deemed equivalent to 12,000 shares of UGI Corporation common stock; for this
purpose, each AmeriGas Partners common unit equals 1.5 shares of UGI common stock.
Mr. Sheridan owned 2,597 shares of UGI common stock and 3,953 AmeriGas Partners common units.
  Stock Option Grant Practices
   58




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Role of Executive Officers in Determining Executive Compensation
  Tax Considerations
   59




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##### Table of Contents



Summary
Compensation Table
  Summary Compensation Table  Fiscal 2007
 Change in PensionValue andNon-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive
    
    Deferred
    
    All OtherAwards
    
    Awards
    
    Plan
    
    Compensation
    
    Compensation
    
    TotalName and Principal
    
    Fiscal
    
    Salary
    
    Bonus
    
    ($)
    
    ($)
    
    Compensation
    
    Earnings ($)
    
    ($)
    
    ($)Position
    
    Year
    
    ($)
    
    ($)
    
    (1)
    
    (1)
    
    ($) (2)
    
    (3)
    
    (4)
    
    (5)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Eugene V.N. BissellPresident and ChiefExecutive Officer

    
    2007
    
    
    
    425,770
    
    
    
    0
    
    
    
    409,923
    
    
    
    395,188
    
    
    
    415,740
    
    
    
    16,856
    
    
    $
    84,401
    
    
    $
    1,747,878Jerry E. SheridanVice President Finance and ChiefFinancial Officer
   
    
    2007
    
    
    
    268,660
    
    
    
    0
    
    
    
    73,592
    
    
    
    68,230
    
    
    
    157,365
    
    
    
    862
    
    
    $
    44,531
    
    
    $
    613,240Lon R. GreenbergChairman

    
    2007
    
    
    
    966,885
    
    
    
    0
    
    
    
    870,627
    
    
    
    1,601,600
    
    
    
    944,748
    
    
    
    1,988,689
    
    
    
    95,560
    
    
    $
    6,468,109John L. WalshVice Chairman

    
    2007
    
    
    
    588,016
    
    
    
    0
    
    
    
    857,590
    
    
    
    588,650
    
    
    
    488,818
    
    
    
    159,195
    
    
    
    19,625
    
    
    $
    2,701,894Robert H. KnaussVice President andGeneral Counsel
    
    
    2007
    
    
    
    291,720
    
    
    
    0
    
    
    
    132,331
    
    
    
    205,080
    
    
    
    171,181
    
    
    
    242,625
    
    
    
    10,922
    
    
    $
    1,053,859
 (1)
    
    The amounts shown in these columns represent the dollar amount recognized for financial
statement reporting purposes by the Partnership or, with respect to
Messrs. Greenberg, Walsh and Knauss, UGI, in accordance with Statement of Financial Accounting Standards No.
123 (revised 2004) (SFAS 123R), of the fair value of awards of performance units, stock units and
stock options, as the case may be, under the UGI Corporation 2004 Omnibus Equity Compensation
Plan, and with respect to Messrs. Bissell and Sheridan only, the 2000 AmeriGas Propane, Inc. Long-term
Incentive Plan. Accordingly, these figures include amounts from awards granted in and prior to
fiscal year 2007 and are affected if an executive is eligible for
retirement. For assumptions used in the calculation of the amounts
shown, see Note 2 and Note 10 to our audited consolidated financial
statements for fiscal year 2007 and Exhibit No. 99 to this Report. See the Grants of Plan-Based Awards table for information on awards of
performance units and UGI stock options made in fiscal 2007.(2)
    
    The amounts shown in this
column represent payments determined under the applicable performance-based
annual bonus plan.(3)
    
    The amounts shown in this column reflect (i) for Messrs. Greenberg, Walsh and Knauss, the
change from September 30, 2006 to September 30, 2007 in the actuarial present value of the named
executive officers accumulated benefit under UGIs defined benefit and actuarial pension plans,
including the UGI Corporation Supplemental Executive Retirement Plan and (ii) the above-market
portion of earnings, if any, on nonqualified deferred compensation accounts. The change in pension
value from year to year as reported in this column is subject to market volatility and may not
represent the value that a named executive officer will actually accrue under the UGI pension plans
during any given year. Mr. Bissell has a vested annual benefit of approximately $3,300 under UGIs defined benefit pension plan, based on prior credited service. Mr. Bissell is not a current
participant in that plan. Mr. Sheridan is not eligible to participate in the UGI pension plan.
Earnings on deferred compensation are considered to be above-market to the extent that the rate of
interest exceeds 120 percent of the applicable federal long-term rate. The material terms of UGIs and the
General Partners pension plans and deferred compensation plans
are described in the Pension Benefits Table and the Nonqualified
Deferred Compensation Table, respectively. For purposes of this table, the market rate on deferred compensation for fiscal
year 2007 was 6.13 percent, which is 120 percent of the federal long-term rate for September, 2007. The amounts
attributed to items described above in clauses (i) and (ii) are set forth below.
  60




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Change in
    
    
    Above-MarketPension
    
    
    Earnings onName
    
    Value
    
    
    Deferred CompensationE.V.N. Bissell
    
    $
    0
    
    
    $
    16,856J.E. Sheridan
    
    $
    0
    
    
    $
    862L.R. Greenberg
    
    $
    1,988,689
    
    
    $
    0J.L. Walsh
    
    $
    159,195
    
    
    $
    0R.H. Knauss
    
    $
    237,517
    
    
    $
    5,108
 (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.
 EmployerContributionto AmeriGasEmployer
    
    
    SupplementalContribution to
    
    
    Executive401(k)
    
    
    Retirement Plan/UGISavings
    
    
    Supplemental Savings
    
    
    TaxName
    
    Plan
    
    
    Plan
    
    
    Reimbursement
    
    
    Perquisites
    
    
    TotalE.V.N. Bissell
    
    $
    11,250
    
    
    $
    73,151
    
    
    $
    0
    
    
    $
    0
    
    
    $
    84,401J.E. Sheridan
    
    $
    12,928
    
    
    $
    31,603
    
    
    $
    0
    
    
    $
    0
    
    
    $
    44,531L.R. Greenberg (a)
    
    $
    10,012
    
    
    $
    22,523
    
    
    $
    22,982
    
    
    $
    40,043
    
    
    $
    95,560J.L. Walsh
    
    $
    10,021
    
    
    $
    9,604
    
    
    $
    0
    
    
    $
    0
    
    
    $
    19,625R.H. Knauss
    
    $
    9,909
    
    
    $
    1,013
    
    
    $
    0
    
    
    $
    0
    
    
    $
    10,922
 (a)


    The perquisites shown for Mr. Greenberg include the use of a company vehicle,
club membership dues, spousal travel expenses when attending industry-related
events where it is customary that officers attend with their spouses, tax
preparation fees and, on occasion, use of UGIs tickets for sporting and entertainment
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
year 2007, UGI charged the Partnership 42 percent of the compensation expenses, other than the change in
pension value, for Messrs. Greenberg, Walsh and Knauss.
  61




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Grants of Plan-Based Awards In Fiscal Year 2007
  Grants
of Plan-Based Awards Table  Fiscal 2007
 All OtherAll
    
    
    OptionOther
    
    
    Awards:
    
    
    ExerciseEstimated Future Payouts
    
    
    Stock Awards:
    
    
    Number of
    
    
    or Base
    
    
    Grant DateEstimated Possible Payouts Under
    
    
    Under Equity Incentive Plan
    
    
    Number of
    
    
    Securities
    
    
    Price of
    
    
    Fair Value ofBoard
    
    
    Non-Equity Incentive Plan Awards (1)
    
    
    Awards(2)
    
    
    Shares of
    
    
    Underlying
    
    
    Option
    
    
    Stock andGrant
    
    
    Action
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Thres-
    
    
    Target
    
    
    Maximum
    
    
    Stock or
    
    
    Options (#)
    
    
    Awards
    
    
    OptionName
    
    Date
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    hold (#)
    
    
    (#)
    
    
    (#)
    
    
    Units (#)
    
    
    (3)
    
    
    ($/Sh)
    
    
    Awards(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)
    
    
    (m)Eugene V.N. Bissell
    
    
    10/1/06
    
    
    
    12/4/06
    
    
    $
    76,752
    
    
    $
    319,800
    
    
    $
    639,6001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,000
    
    
    $
    27.28
    
    
    $
    400,4001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    
    14,000
    
    
    
    28,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    227,710Jerry E. Sheridan
    
    
    10/1/06
    
    
    
    12/4/06
    
    
    $
    29,052
    
    
    $
    121,050
    
    
    $
    242,1001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    $
    27.28
    
    
    $
    102,9601/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,350
    
    
    
    2,700
    
    
    
    5,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,916Lon R. Greenberg
    
    
    10/1/06
    
    
    
    12/5/06
    
    
    $
    579,600
    
    
    $
    966,000
    
    
    $
    1,932,0001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280,000
    
    
    $
    27.28
    
    
    $
    1,601,6001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,662,600John L. Walsh
    
    
    10/1/06
    
    
    
    12/5/06
    
    
    $
    299,888
    
    
    $
    499,814
    
    
    $
    999,6271/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    $
    27.28
    
    
    $
    686,4001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,000
    
    
    
    26,000
    
    
    
    52,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    720,460Robert H. Knauss
    
    
    10/1/06
    
    
    
    12/5/06
    
    
    $
    105,019
    
    
    $
    175,032
    
    
    $
    350,0641/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    $
    27.28
    
    
    $
    257,4001/1/07
    
    
    
    12/5/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    249,390
 (1)
    
    The amounts shown in this column relate to bonus opportunities under the relevant companys
annual bonus plan for fiscal year 2007. See Compensation Discussion and Analysis for a
description of the annual bonus plans. Payments for these awards have already been determined
and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the
Summary Compensation Table. The threshold amount shown for Messrs. Bissell and
Sheridan is based on achievement of 82 percent of the financial goal and minimum customer growth of
1 percent. The threshold amount shown for Messrs. Greenberg, Walsh and Knauss is based on
achievement of 80% 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
periods 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 fashioned in a similar manner to the terms of the performance units granted under the 2000 AmeriGas
Long-Term Incentive Plan.(3)
    
    Options are granted under the UGI Corporation 2004 Plan. Under this Plan, the option
exercise price is not less than 100 percent of the fair market value of UGIs Common Stock on the
effective date of the grant, which is either the date of the grant or
a specified future date. The term
of each option is generally 10 years, which is the maximum
allowable term. The options
become exercisable in three equal annual installments beginning on the first anniversary of
the grant date. All options are nontransferable and generally exercisable only while the
optionee is employed by the General Partner, UGI or an affiliate, with exceptions for exercise
following termination without cause, retirement, disability and death. In the case of
termination without cause, the option will be exercisable only to the extent that it has
vested as of the date of termination of employment and the option will terminate upon the
earlier of the expiration date of the option or the expiration of the 13-month period
commencing on the date of termination of employment. If termination of employment occurs due
to retirement or disability, the option term is shortened to the earlier of the third
anniversary of the date of such termination of employment, or the original expiration date,
and vesting continues in accordance with the original vesting schedule. In the event of death
of the optionee while an employee, the option will become fully vested and the option term
will be shortened to the earlier of the expiration of the 12-month period following the
optionees death, or the original expiration date. Options are subject to adjustment in the
event of recapitalizations, stock splits, mergers, and other similar corporate transactions
affecting UGIs common stock.
  62




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##### Table of Contents



Outstanding Equity Awards at Year-End
  Outstanding
Equity Awards at Year-End Table  Fiscal 2007
 Stock AwardsMarket
    
    
    EquityValue of
    
    
    Incentive
    
    EquityNumber of
    
    
    Shares or
    
    
    Plan Awards:
    
    Incentive PlanOption Awards
    
    
    Shares or
    
    
    Units of
    
    
    Number of
    
    Awards: MarketNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Stock/Part-
    
    
    Unearned
    
    or Payout ValueSecurities
    
    Number of
    
    
    
    
    
    
    
    
    
    Stock/Part-
    
    
    nership
    
    
    Shares, Units
    
    of UnearnedUnderlying
    
    Securities
    
    
    
    
    
    
    
    
    
    nership
    
    
    Units
    
    
    or Other
    
    Shares, Units orUnexercised
    
    Underlying
    
    Option
    
    
    
    
    
    
    Units that
    
    
    That Have
    
    
    Rights That
    
    Other RightsOptions
    
    Options
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Not
    
    
    Have Not
    
    That Have Not(#)
    
    (#)
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    (j)Eugene V.N. Bissell
    
    
    34,667
    (1)
    
    
    
    
    
    $
    16.99
    
    
    
    12/31/2013
    
    
    
    0
    
    
    $
    0
    
    
    
    10,000
    (9)
    
    $
    357,00064,000
    (2)
    
    
    32,000
    (2)
    
    $
    20.47
    
    
    
    12/31/2014
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (10)
    
    $
    428,40021,666
    (3)
    
    
    43,334
    (3)
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    14,000
    (11)
    
    $
    499,80070,000
    (4)
    
    $
    27.28
    
    
    
    12/31/2016Jerry E. Sheridan
    
    
    10,000
    (5)
    
    
    5,000
    (5)
    
    $
    27.57
    
    
    
    08/14/2015
    
    
    
    0
    
    
    $
    0
    
    
    
    1,667
    (12)
    
    $
    59,5126,000
    (3)
    
    
    12,000
    (3)
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    2,500
    (10)
    
    $
    89,25018,000
    (4)
    
    $
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    2,700
    (11)
    
    $
    96,390Lon R. Greenberg
    
    
    35,000
    (6)
    
    
    
    
    
    $
    10.20
    
    
    
    12/31/2011
    
    
    
    0
    
    
    $
    0
    
    
    
    60,000
    (13)
    
    $
    1,558,800360,000
    (7)
    
    
    
    
    
    $
    12.57
    
    
    
    12/31/2012
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (14)
    
    $
    1,299,000360,000
    (1)
    
    
    
    
    
    $
    16.99
    
    
    
    12/31/2013
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (15)
    
    $
    1,558,800233,333
    (2)
    
    
    116,667
    (2)
    
    $
    20.47
    
    
    
    12/31/201483,333
    (3)
    
    
    166,667
    (3)
    
    $
    20.48
    
    
    
    12/31/2015280,000
    (4)
    
    $
    27.28
    
    
    
    12/31/2016John L. Walsh
    
    
    180,000
    (8)
    
    
    90,000
    (8)
    
    $
    22.92
    
    
    
    03/31/2015
    
    
    
    0
    
    
    $
    0
    
    
    
    30,000
    (16)
    
    $
    779,40035,000
    (3)
    
    
    70,000
    (3)
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (14)
    
    $
    649,500120,000
    (4)
    
    $
    27.28
    
    
    
    12/31/2016
    
    
    
    
    
    
    
    
    
    
    
    26,000
    (15)
    
    $
    675,480Robert H. Knauss
    
    
    24,000
    (7)
    
    
    
    
    
    $
    12.57
    
    
    
    12/31/2012
    
    
    
    0
    
    
    $
    0
    
    
    
    8,000
    (13)
    
    $
    207,84038,000
    (1)
    
    
    
    
    
    $
    16.99
    
    
    
    12/31/2013
    
    
    
    
    
    
    
    
    
    
    
    7,500
    (14)
    
    $
    194,85026,667
    (2)
    
    
    13,333
    (2)
    
    $
    20.47
    
    
    
    12/31/2014
    
    
    
    
    
    
    
    
    
    
    
    9,000
    (15)
    
    $
    233,82013,333
    (3)
    
    
    26,667
    (3)
    
    $
    20.48
    
    
    
    12/31/201545,000
    (4)
    
    $
    27.28
    
    
    
    12/31/2016
  (1)
    
    These options were granted on 1/1/2004 and were fully vested on 1/1/2007.(2)
    
    These options were granted on 1/1/2005. These options vest 33 1/3% on each anniversary
of the grant date and will be fully vested on 1/1/2008.(3)
    
    These options were granted on 1/1/2006. These options vest 33 1/3% on each anniversary
of the grant date and will be fully vested on 1/1/2009.(4)
    
    These options were granted on 1/1/2007. These options vest 33 1/3% on each anniversary
of the grant date and will be fully vested on 1/1/2010.(5)
    
    These options were granted on 8/15/2005. These options vest 33 1/3% on each anniversary
of the grant date and will be fully vested on 8/15/2008.(6)
    
    These options were granted on 1/1/2002 and were fully vested on 1/1/2005.(7)
    
    These options were granted on 1/1/2003 and were fully vested on 1/1/2006(8)
    
    These options were granted on 4/1/2005. These options vest 33 1/3% on each anniversary
of the grant date and will be fully vested on 4/1/2008.(9)
    
    These performance units were awarded on 1/1/2005. The measurement period for the
performance goal is the period beginning 1/1/2005 and ending 12/31/2007. The performance
units will be payable, if at all, on 1/1/2008 if AmeriGas Partners, L.P. Total
Unitholder Return (TUR)
equals the median TUR of a comparison group for the Performance Period. The comparison
group is a group of publicly traded master limited partnerships in the propane, pipeline
and coal industries. The actual amount of the award of performance units may be higher or
lower than the target award, or even zero, based on AmeriGas
Partners, L.P. TUR percentile
rank relative to the companies in the comparison group. See
Compensation Discussion and Analysis  Long-Term Compensation
 Fiscal 2007 Equity Awards for more information on TUR
performance measurements.(10)
    
    These performance units were awarded on 1/1/2006. The measurement period for the
performance goal is the period beginning 1/1/2006 and ending 12/31/2008. The performance
goal is the same as described in footnote (9) above, but it is measured for a different
3-year period. The performance units will be payable, if at all, on 1/1/2009.(11)
    
    These performance units were awarded on 1/1/2007. The measurement period for the
performance goal is the period beginning 1/1/2007 and ending 12/31/2009. The performance
goal is the same as described in footnote (9) above, but it is measured for a different
3-year period. The performance units will be payable, if at all, on 1/1/2010.
  63




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(12)
    
    These performance units were awarded on 8/15/2005. The measurement period for the
performance goal is the period beginning 1/1/2005 and ending 12/31/2007. The performance
goal is the same as described in footnote (9) above. The performance units will be payable,
if at all, on 1/1/2008.(13)
    
    These performance units were awarded on 1/1/2005. The measurement period for the
performance goal is the period beginning 1/1/2005 and ending 12/31/2007. The target award
level of Performance Units and Dividend Equivalents will be payable on 1/1/2008 if UGIs
Total Shareholder Return (TSR) equals the median TSR of a peer group for the measurement
period. The peer group is a group of companies that comprises the S&P Utilities Index on
1/1/2005. The actual amount of the award of performance units may be higher or lower than
the target award, or even zero, based on UGIs TSR percentile rank relative to the
companies in the S&P Utilities Index. See Compensation
Discussion and Analysis  Long-Term Compensation  Fiscal
2007 Awards for more information on TSR performance
measurements.(14)
    
    These performance units were awarded on 1/1/2006. The measurement period for the
performance goal is the period beginning 1/1/2006 and ending 12/31/2008. The performance
goal is the same as described in footnote (13) above, but it is measured for a different
3-year period. The performance units will be payable, if at all, on 1/1/2009.(15)
    
    These performance units were awarded on 1/1/2007. The measurement period for the
performance goal is the period beginning 1/1/2007 and ending 12/31/2009. The performance
goal is the same as described in footnote (13) above, but it is measured for a different
3-year period. The performance units will be payable, if at all, on 1/1/2010.(16)
    
    These performance units were awarded on 4/1/2005. The measurement period for the
performance goal is the period beginning 1/1/2005 and ending 12/31/2007. The performance
goal is the same as described in footnote (13) above. The performance units will be
payable, if at all, on 1/1/2008.
 Option
Exercises and Stock/Units Vested in Fiscal Year 2007
 Option Exercises and Stock Vested
 Option Awards
    
    

Stock/Unit AwardsNumber of Shares
    
    
    
    
    
    
    Number of Shares/UnitsAcquired on
    
    
    Value Realized
    
    
    Acquired on
    
    Value RealizedExercise
    
    
    on Exercise
    
    
    Vesting
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    (e)Eugene V.N. Bissell
    
    
    104,333
    
    
    $
    1,217,540
    
    
    
    13,035
    (5)
    
    $
    424,029
    (6)Jerry E. Sheridan
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    869
    (5)
    
    $
    28,269
    (6)Lon R. Greenberg
    
    
    225,000
    
    
    $
    3,973,025
    
    
    
    77,490
    (3)
    
    $
    2,113,927
    (4)John L. Walsh
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    56,605
    (3)
    
    $
    1,521,384
    (4)Robert H. Knauss
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    6,642
(3)
    
    $
    181,194
    (4)
   64




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##### Table of Contents



Retirement Benefits
  Pension
Benefits Table  Fiscal 2007
 Number of
    
    
    
    
    
    PaymentsYears Credited
    
    Present Value of
    
    
    During LastService
    
    Accumulated Benefit
    
    
    Fiscal YearName (1)
    
    Plan Name

    
    (#)
    
    ($)
    
    
    ($)(a)
    
    (b)

    
    (c)
    
    (d)
    
    
    (e)Eugene V.N. Bissell
    
    UGI Utilities Retirement Plan
    
    
    6
    
    
    $
    22,738
    
    
    $
    0Lon R. Greenberg
    
    UGI SERP
    
    
    27
    
    
    $
    9,471,853
    
    
    $
    0UGI Utilities Retirement Plan
    
    
    27
    
    
    $
    856,191
    
    
    $
    0John L. Walsh
    
    UGI SERP
    
    
    3
    
    
    $
    304,376
    
    
    $
    0UGI Utilities Retirement Plan
    
    
    3
    
    
    $
    54,987
    
    
    $
    0Robert H. Knauss
    
    UGI SERP
    
    
    20
    
    
    $
    407,306
    
    
    $
    0UGI Utilities Retirement Plan
    
    
    20
    
    
    $
    425,464
    
    
    $
    0
 (1)
    
    Mr. Sheridan does not participate in any defined benefit pension plan.
    (A)
    
    = The minimum of (1) and (2), where
 (1)
    
    = 1.9% of final five-year average earnings (as
defined in the Pension Plan) multiplied by years of service;(2)
    
    = 60% of the highest year of earnings; and
 (B)
    
    =1% of the estimated primary Social Security benefit multiplied
by years of service.
  65




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##### Table of Contents



UGI
Corporation Supplemental Executive Retirement Plan
  Actuarial
Assumptions Used to Determine Values in the Pension Benefits Table
   66




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##### Table of Contents



September 30, 2007
    
    September 30, 2006Discount rate for Pension Plan for all
purposes and for SERP, for
pre-commencement calculations
    
    6.40%
    
    6.00%SERP lump sum rate
    
    4.07%
    
    3.69%Retirement age:
    
    62
    
    62Post-retirement mortality for Pension Plan
    
    RP-2000, combined,
healthy table
projected to 2010
using Scale AA
without collar
adjustments
    
    RP-2000, combined,
healthy table
projected to 2010
using Scale AA
without collar
adjustmentsPost-retirement mortality for SERP
    
    1994 GAR unisex
    
    1994 GAR unisexPre-retirement mortality
    
    None
    
    NoneTermination and disability rates
    
    None
    
    NoneForm of payment for Pension Plan
    
    Single life annuity
    
    Single life annuityForm of payment for SERP
    
    Lump sum
    
    Lump sum
 Nonqualified Deferred Compensation
  Nonqualified
Deferred Compensation Table  Fiscal 2007
 EmployerExecutive
    
    
    Contributions
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions
    
    
    in Last Fiscal
    
    
    Earnings in Last
    
    
    Withdrawals/
    
    
    Balance at Lastin Last Fiscal Year
    
    
    Year
    
    
    Fiscal Year
    
    
    Distributions
    
    
    Fiscal YearName
    
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(3)(a)
    
    Plan Name
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)Eugene V.N. Bissell
    
    AmeriGas SERP
    
    $
    0
    
    
    $
    73,151
    (1)
    
    $
    47,518
    (2)
    
    $
    0
    
    
    $
    620,857AmeriGas  Non-Qualified Deferred Compensation Plan
    
    $
    4,592
    (4)
    
    $
    0
    
    
    $
    135
    
    
    $
    0
    
    
    $
    4,727Jerry E. Sheridan
    
    AmeriGas SERP
    
    $
    0
    
    
    $
    31,603
    (1)
    
    $
    2,431
    (5)
    
    $
    0
    
    
    $
    59,623AmeriGas  Non-Qualified Deferred Compensation Plan
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Lon R. Greenberg
    
    UGI Supplemental Savings Plan
    
    $
    0
    
    
    $
    22,523
    (6)
    
    $
    21,810
    
    
    $
    0
    
    
    $
    526,848John L. Walsh
    
    UGI Supplemental Savings Plan
    
    $
    0
    
    
    $
    9,604
    (6)
    
    $
    1,009
    
    
    $
    0
    
    
    $
    32,941Robert H. Knauss (7)
    
    UGI Supplemental Savings Plan
    
    $
    0
    
    
    $
    1,013
    (6)
    
    $
    613
    
    
    $
    0
    
    
    $
    15,196AmeriGas SERP
    
    $
    0
    
    
    $
    0
    
    
    $
    14,399
    (8)
    
    $
    0
    
    
    $
    165,962
 (1)
    
    This amount represents the General Partner contribution to the named executive officer
under the AmeriGas SERP,
which is also reported in the Summary Compensation Table in the All Other Compensation
column.
  67




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##### Table of Contents



(2)
    
    Of this amount, $16,856 is reported in the Summary Compensation Table in the Change in
Pension Value and Nonqualified Deferred Compensation Earnings column.(3)
    
    The aggregate balances include the following aggregate amounts previously reported in
the Summary Compensation Table as compensation in prior years: Mr. Bissell, $425,736; Mr.
Sheridan, $25,473; Mr. Greenberg, $405,249; Mr. Walsh, $22,018; and Mr. Knauss, $130,989.(4)
    
    This amount is included in the amount reported in the Summary Compensation Table in the
Salary column.(5)
    
    Of this amount, $862 is reported in the Summary Compensation Table in the Change in
Pension Value and Nonqualified Deferred Compensation Earnings column.(6)
    
    This amount represents the employer match under the UGI Corporation Supplemental
Savings Plan, which is also reported in the Summary Compensation Table in the All Other
Compensation column.(7)
    
    Mr. Knauss participated in the AmeriGas SERP prior to transferring to UGI in 2003.(8)
    
    Of this amount, $5,108 is reported in the Summary Compensation Table in the Change in
Pension Value and Nonqualified Deferred Compensation Earnings column.
    68




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##### Table of Contents



Potential Payments Upon Termination of Employment or Change in Control
 Severance Pay Plan for Senior Executive Employees
 Named Executive Officers Employed by the General Partner.
    69




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##### Table of Contents



Named Executive Officers Employed by UGI Corporation.
     70




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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% or more of either (A) the then outstanding shares of common stock, or (B) the
combined voting power of UGIs then outstanding voting
securities;
 
    
    individuals, who at the beginning of any 24-month period constitute the 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 in which with respect to all of the individuals and entities
who were owners of the General Partners voting securities or of the outstanding units
of the Partnership 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 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.
     71




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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
Corporation), together with all affiliates and associates of such person, acquires
securities representing 20 percent or more of either (A) the then outstanding shares
of common stock, or (B) the combined voting power of UGI Corporations then
outstanding voting securities; or
 
    
    individuals, who at the beginning of any 24-month period constitute the Board of
Directors (the Incumbent Board) and any new Director whose election by the Board of
Directors, or nomination for election by UGI Corporations shareholders, was approved
by a vote of at least a majority of the Incumbent Board, cease for any reason to
constitute a majority; or
 
    
    UGI Corporation 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 Corporation 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.
      72




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##### Table of Contents



Potential Payments Upon Termination or Change-in-Control Table
  EquityAwardswith
    
    
    Nonqualified
    
    
    Welfare &Severance
    
    
    Accelerated
    
    
    Retirement
    
    
    OtherName & Triggering Event (1)
    
    Pay (2)
    
    
    Vesting(3)
    
    
    Benefits
    
    
    Benefits(6)
    
    
    TotalEugene V.N. BissellDeath
    
    $
    0
    
    
    $
    414,653
    
    
    $
    0
    
    
    $
    0
    
    
    $
    414,653Involuntary Termination Without Cause
    
    $
    1,470,670
    
    
    $
    0
    
    
    $
    0
    
    
    $
    51,501
    
    
    $
    1,522,171Termination Following Change in Control
    
    $
    2,574,408
    
    
    $
    1,349,933
    
    
    $
    187,328
    (4)
    
    $
    28,298
    
    
    $
    4,139,967Jerry E. SheridanDeath
    
    $
    0
    
    
    $
    66,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    66,000Involuntary Termination Without Cause
    
    $
    353,580
    
    
    $
    0
    
    
    $
    0
    
    
    $
    44,376
    
    
    $
    397,956Termination Following Change in Control
    
    $
    901,150
    
    
    $
    244,405
    
    
    $
    54,400
    (4)
    
    $
    426,712
    
    
    $
    1,626,667Lon R. GreenbergDeath
    
    $
    0
    
    
    $
    1,559,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,559,500Involuntary Termination Without Cause
    
    $
    5,796,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    58,626
    
    
    $
    5,854,626Termination Following Change in Control
    
    $
    7,675,090
    
    
    $
    5,976,100
    
    
    $
    5,104,967
    (5)
    
    $
    34,445
    
    
    $
    18,790,602John L. WalshDeath
    
    $
    0
    
    
    $
    660,400
    
    
    $
    0
    
    
    $
    0
    
    
    $
    660,400Involuntary Termination Without Cause
    
    $
    1,708,979
    
    
    $
    0
    
    
    $
    0
    
    
    $
    51,501
    
    
    $
    1,760,480Termination Following Change in Control
    
    $
    3,763,304
    
    
    $
    2,764,780
    
    
    $
    775,767
    (5)
    
    $
    2,716,187
    
    
    $
    10,020,038Robert H. KnaussDeath
    
    $
    0
    
    
    $
    220,133
    
    
    $
    0
    
    
    $
    0
    
    
    $
    220,133Involuntary Termination Without Cause
    
    $
    731,544
    
    
    $
    0
    
    
    $
    0
    
    
    $
    44,376
    
    
    $
    775,920Termination Following Change in Control
    
    $
    1,684,897
    
    
    $
    856,643
    
    
    $
    620,368
    (5)
    
    $
    1,301,471
    
    
    $
    4,463,379
 (1)
    
    There are no incremental payments in the event of voluntary resignation, involuntary
termination for cause or disability.(2)
    
    Amounts listed under Severance Pay are calculated pursuant to the terms of the UGI
Severance Plan for Messrs. Greenberg, Walsh and Knauss, and the AmeriGas Severance Plan for
Messrs. Bissell and Sheridan. We assumed that 100 percent of target annual bonus was paid.(3)
    
    In calculating the amounts shown above, we assumed (i) the continuation of AmeriGas
Partners distribution (and UGIs dividend, as applicable) at the rate in effect on
September 30, 2007; and (ii) performance at target levels with respect to performance
shares.(4)
    
    Amounts listed are in addition to amounts shown in the Non-Qualified Deferred
Compensation table.(5)
    
    Amounts listed are in addition to amounts shown in the Pension Benefits table and the
Non-Qualified Deferred Compensation table.(6)
    
    Amounts listed under Welfare and Other Benefits include estimated (a) medical, dental
and life insurance premiums; (b) outplacement services fees; (c) tax preparation fees; and
(d) a Code Section 280G tax gross up payment of $409,078
for Mr. Sheridan, $2,676,093 for
Mr. Walsh and $1,274,622 for Mr. Knauss in the event of a change in control.
  73




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##### Table of Contents



Compensation of Directors
  Director Compensation
 Change inPension ValueNon-Equity
    
    
    andFees Earned
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Nonqualified
    
    
    Allor Paid
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Deferred
    
    
    Otherin Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)Stephen D. Ban
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000Richard C. Gozon
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000William J. Marrazzo
    
    $
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    75,000Gregory A. Pratt
    
    $
    80,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    80,000Howard B.
Stoeckel
    
    $
    75,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    75,000James W. Stratton
    
    $
    65,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    65,000
 
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY
HOLDER MATTERS
 Ownership of Limited Partnership Units by Certain Beneficial Owners
   74




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##### Table of Contents



Amount andNature ofBeneficialName and Address (1)
    
    Ownership of
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    Partnership Units
    
    of ClassCommon Units
    
    UGI Corporation
    
    
    24,691,209
    (2)
    
    
    43
    %AmeriGas, Inc.
    
    
    24,691,209
    (3)
    
    
    43
    %AmeriGas Propane, Inc.
    
    
    24,691,209
    (4)
    
    
    43
    %Petrolane Incorporated
    
    
    7,839,911
    (4)
    
    
    14
    %
 (1)
    
    The address of each of UGI and the General Partner is 460 North Gulph Road, King of Prussia,
PA 19406. The address of each of AmeriGas, Inc. and Petrolane Incorporated is 100 Kachel
Boulevard, Green Hills Corporate Center, Reading, PA 19607.(2)
    
    Based on the number of units held by its indirect, wholly-owned subsidiaries, Petrolane
Incorporated (Petrolane) and AmeriGas Propane, Inc.(3)
    
    Based on the number of units held by its direct and indirect, wholly-owned subsidiaries,
AmeriGas Propane, Inc. and Petrolane.(4)
    
    AmeriGas Propane, Inc.s beneficial ownership includes 7,839,911 Common Units held by its
subsidiary, Petrolane. Beneficial ownership of those Common Units is shared with UGI and
AmeriGas, Inc.
 Ownership of Partnership Common Units by the Directors and Named Executive Officers of the General
Partner
   75




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##### Table of Contents



Amount and Nature ofName of
    
    Beneficial Ownership ofBeneficial Owner
    
    Partnership Common Units (1)Lon R. Greenberg
    
    
    2,000John L. Walsh
    
    
    0Stephen D. Ban
    
    
    0Richard C. Gozon
    
    
    5,000James W. Stratton
    
    
    1,000
    (2)Gregory A. Pratt
    
    
    0William J. Marrazzo
    
    
    500
    (3)Eugene V. N. Bissell
    
    
    30,746
    (4)Robert H. Knauss
    
    
    13,108Jerry E. Sheridan
    
    
    3,953
    (5)Howard B. Stoeckel
    
    
    0Directors and executive officers
as a group (15 persons)
    
    
    76,127
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Strattons Units are held jointly with his spouse.(3)
    
    Mr. Marrazzos Units are held jointly with his spouse.(4)
    
    Mr. Bissells Units are held jointly with his spouse.(5)
    
    Mr. Sheridans Units are held jointly with his spouse.
   76




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##### Table of Contents



Number of UGI Sharesand Nature ofBeneficial Ownership
    
    Number ofName of
    
    Excluding
    
    Exercisable UGIBeneficial Owner
    
    UGI Stock Options (1)
    
    Stock Options
    
    
    TotalLon R. Greenberg
    
    
    613,006
    (2)
    
    
    1,071,666
    
    
    
    1,684,672John L. Walsh
    
    
    65,030
    (3)
    
    
    215,000
    
    
    
    280,030Stephen D. Ban
    
    
    63,327
    (4)
    
    
    58,000
    
    
    
    121,327Richard C. Gozon
    
    
    111,909
    (4)
    
    
    84,400
    
    
    
    196,309James W. Stratton
    
    
    81,357
    (4)(5)
    
    
    84,400
    
    
    
    165,757Howard B. Stoeckel
    
    
    0
    
    
    
    0
    
    
    
    0Gregory A. Pratt
    
    
    0
    
    
    
    0
    
    
    
    0William J. Marrazzo
    
    
    0
    
    
    
    0
    
    
    
    0Eugene V. N. Bissell
    
    
    66,380
    (6)
    
    
    120,333
    
    
    
    186,713Robert H. Knauss
    
    
    26,412
    
    
    
    102,000
    
    
    
    128,412Jerry E. Sheridan
    
    
    2,597
    (7)
    
    
    16,000
    
    
    
    18,597Directors and
executive officers
as a group (15
persons)
    
    
    1,077,255
    
    
    
    1,899,731
    
    
    
    2,976,986
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Greenberg holds 338,977 shares jointly with his spouse.(3)
    
    Mr. Walsh holds these shares jointly with his spouse.(4)
    
    Included in the number of shares shown are Stock Units (Units) under the 2004 Omnibus
Equity Compensation Plan. Each Unit will be paid out to the director upon retirement or
termination of service in the form of shares of UGI Common Stock (65%) and cash (35%). The
number of Units included for the directors is as follows: Messrs. Ban 46,831, Gozon 79,301
and Stratton 59,749.(5)
    
    Mr. Stratton holds 21,608 shares jointly with his spouse.(6)
    
    Mr. Bissell holds these shares jointly with his spouse.(7)
    
    Mr. Sheridan holds these shares jointly with his spouse.
  77




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##### Table of Contents



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)
    
    
    119,317
    
    
    
    0
    
    
    
    454,436Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    119,317
    
    
    
    0
    
    
    
    454,436
 (1)
    
    The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan and the AmeriGas Propane,
Inc. Discretionary Long-Term Incentive Plan for Non-Executive Key Employees were approved
pursuant to Section 6.4 of the Partnership Agreement.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Interests of the General Partner in the Partnership
   78




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##### Table of Contents



Related Person Transactions
       79




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##### Table of Contents



Policies regarding Transactions with Related Persons
   Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2007
    
    
    2006Audit Fees1
    
    $
    844,143
    
    
    $
    1,311,595Audit-Related Fees
    
    
    - 0 -
    
    
    
    - 0 -Tax Fees2
    
    
    640,771
    
    
    
    478,795All Other Fees3
    
    
    12,800
    
    
    
    - 0 -Total Fees for Services Provided
    
    $
    1,497,714
    
    
    $
    1,790,390
 
 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) the audit of managements assessment of
the effectiveness of internal control over financial reporting (for fiscal year 2006 only), (iii)
subsidiary audits, (iv) review of the interim financial statements included in the Quarterly
Reports on Form 10-Q of the Partnership, and (v) services that
only the independent registered public
accounting firm can reasonably be expected to provide, such as services associated with SEC
registration statements, and documents issued in connection with securities offerings.2
    
    Tax Fees were for (i) the preparation of Substitute Schedule K-1 forms for unitholders
of the Partnership, and (ii) tax planning and advice.3
    
    All Other Fees were for a software license.   80




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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
 I 
    
    Condensed Financial
Information of Registrant (Parent Company)II 
    
    Valuation and Qualifying Accounts for the years ended
September 30, 2007, 2006 and 2005
   81




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##### Table of Contents



(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)
    
    
    10.223.1
    
    
    Third Amended and Restated Agreement
of Limited Partnership of AmeriGas
Partners, L.P. dated as of December 1,
2004
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (12/1/04)
    
    
    3.13.1
    (a)
    
    Second Amended and Restated Agreement
of Limited Partnership of AmeriGas
Propane, L.P. dated as of December 1,
2004
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/04)
    
    
    3.1
    (a)3.1
    (b)
    
    Amendment No. 1, effective October 15,
2007, to the Third Amended and
Restated Agreement of Limited
Partnership of AmeriGas Partners,
L.P., dated as of December 1, 2004.
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (10/15/07)
    
    
    3.13.2
    
    
    Amended and Restated Agreement of
Limited Partnership of AmeriGas Eagle
Propane, L.P. dated July 19, 1999
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    3.84
    
    
    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
    
    
    Third Amended and Restated Agreement
of Limited Partnership of AmeriGas
Partners, L.P. dated as of December 1,
2004 referred to in 3.1 above
  82




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit4.2
    
    
    Indenture, dated May 3, 2005, by and
among AmeriGas Partners, L.P., a
Delaware limited partnership, AmeriGas
Finance Corp., a Delaware corporation,
and Wachovia Bank, National
Association, as trustee
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (5/3/05)
    
    
    4.14.3
    
    
    Indenture, dated January 26, 2006, by
and among AmeriGas Partners, L.P., a
Delaware limited partnership, AP Eagle
Finance Corp., a Delaware corporation,
and U.S. Bank National Association, as
trustee
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (1/26/06)
    
    
    4.14.4
    
    
    Second Amended and Restated Agreement
of Limited Partnership of AmeriGas
Propane, L.P. dated as of December 1,
2004
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/04)
    
    
    3.1
    (a)4.5
    
    
    Amended and Restated Agreement of
Limited Partnership of AmeriGas Eagle
Propane, L.P. dated as of July 19,
1999
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/01)
    
    
    3.810.1
    
    
    Credit Agreement dated as of November
6, 2006 among AmeriGas Propane, L.P.,
as Borrower, AmeriGas Propane, Inc.,
as Guarantor, Petrolane Incorporated,
as Guarantor, Citigroup Global Markets
Inc., as Syndication Agent, J.P.
Morgan Securities, Inc. and Credit
Suisse First Securities (USA) LLC, as
Co- Documentation Agents, Wachovia
Bank, National Association, as Agent,
Issuing Bank and Swing Line Bank, and
the other financial institutions party
thereto
    
    AmeriGas Partners,
L.P.
    
    Form 8-K
(11/6/06)
    
    
    10.110.2
    
    
    Restricted Subsidiary Guarantee by the
Restricted Subsidiaries of AmeriGas
Propane, L.P., as Guarantors, for the
benefit of Wachovia Bank, National
Association and the Banks dated as of
November 6, 2006
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/06)
    
    
    10.210.3
    
    
    Release of Liens and Termination of
Security Documents dated November 6,
2006 by and among AmeriGas Propane,
Inc., Petrolane Incorporated, AmeriGas
Propane, L.P., AmeriGas Propane Parts
& Service, Inc. and Wachovia Bank,
National Association, as Collateral
Agent for the Secured Creditors,
pursuant to the Intercreditor and
Agency Agreement dated as of April 19,
1995
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/06)
    
    
    10.310.4
    **
    
    AmeriGas Propane, Inc. Executive
Employee Severance Pay Plan, as
amended December 6, 2004
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/04)
    
    
    10.4
  83




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.5**
    
    
    Description of AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan,
amended July 24, 2006
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (6/30/06)
    
    
    10.110.6**
    
    
    AmeriGas Propane, Inc. Discretionary
Long-Term Incentive Plan for
Non-Executive Key Employees
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/02)
    
    
    10.210.7**
    
    
    AmeriGas Propane, Inc. 2000 Long-Term
Incentive Plan on Behalf of AmeriGas
Partners, L.P., as amended December
15, 2003 (AmeriGas 2000 Plan)
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (6/30/04)
    
    
    10.210.8**
    
    
    UGI Corporation 1997 Stock Option and
Dividend Equivalent Plan Amended and
Restated as of May 24, 2005
    
    UGI Corporation
    
    Form 10-K (9/30/06)
    
    
    10.1010.9
    
    
    Trademark License Agreement dated
April 19, 1995 among UGI Corporation,
AmeriGas, Inc., AmeriGas Propane,
Inc., AmeriGas Partners, L.P. and
AmeriGas Propane, L.P.
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (3/31/95)
    
    
    10.610.10
    
    
    Trademark License Agreement dated
April 19, 1995 among AmeriGas Propane,
Inc., AmeriGas Partners, L.P. and
AmeriGas Propane, L.P.
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (3/31/95)
    
    
    10.710.11
    
    
    Stock Purchase Agreement dated May 27,
1989, as amended and restated July 31,
1989, between Texas 
Eastern Corporation and QFB Partners
    
    Petrolane
Incorporated/AmeriGas,
Inc.
    
    Registration on 
Form S-1 (No. 
33-69450)
    
    
    10.16
    (a)10.12**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan Amended and Restated
as of December 5, 2006.
    
    UGI Corporation
    
    Form 8-K
(3/27/07)
    
    
    10.110.13**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan, as amended on
December 7, 2004  Terms and
Conditions as amended December 6, 2005
    
    UGI Corporation
    
    Form 8-K (12/6/05)
    
    
    10.1010.14**
    
    
    UGI Corporation 2000 Stock Incentive
Plan Amended and Restated as of May
24, 2005
    
    UGI Corporation
    
    Form 10-K
(9/30/06)
    
    
    10.1410.15**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan AmeriGas Employees
Stock Option Grant Letter dated as of
January 1, 2006
    
    UGI Corporation
    
    Form 8-K (12/6/05)
    
    
    10.610.16**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees
Nonqualified Stock Option Grant Letter
dated as of January 1, 2006
    
    UGI Corporation
    
    Form 8-K (12/6/05)
    
    
    10.4
  84




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.17**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees
Performance Unit Grant Letter dated as
of January 1, 2006
    
    UGI Corporation
    
    Form 10-K (9/30/06)
    
    
    10.710.18**
    
    
    UGI Corporation Executive Annual Bonus
Plan effective as of October 1, 2006
    
    UGI Corporation
    
    Form 10-K (9/30/07)
    
    
    10.8*
    10.19**
    
    
    AmeriGas Propane, Inc. Executive
Annual Bonus Plan, effective as of
October 1, 200610.20**
    
    
    AmeriGas 2000 Plan Restricted Unit
Grant Letter dated as of January 1,
2006
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/06)
    
    
    10.2010.21**
    
    
    UGI Corporation Senior Executive
Employee Severance Pay Plan as amended
December 7, 2004
    
    UGI Corporation
    
    Form 10-K (9/30/04)
    
    
    10.1210.22**
    
    
    UGI Corporation 2004 Omnibus Equity
Compensation Plan UGI Employees Stock
Unit Grant Letter
    
    UGI Corporation
    
    Form 8-K (12/6/05)
    
    
    10.910.23**
    
    
    UGI Corporation 2002 Non-Qualified
Stock Option Plan Amended and Restated
as of May 24, 2005
    
    UGI Corporation
    
    Form 10-K (9/30/06)
    
    
    10.3810.24**
    
    
    UGI Corporation 1992 Non-Qualified
Stock Option Plan, Amended and
Restated as of May 24, 2005
    
    UGI Corporation
    
    Form 10-K (9/30/06)
    
    
    10.39*
    10.25**
    
    
    AmeriGas Propane, Inc. Supplemental
Executive Retirement Plan, As Amended
July 30, 200710.26
    
    
    [Intentionally Omitted]10.27
    
    
    [Intentionally Omitted]10.28**
    
    
    UGI Corporation Supplemental Executive
Retirement Plan and Supplemental
Savings Plan, As Amended and Restated
on July 31, 2007
    
    UGI Corporation
    
    Form 10-K
(9/30/07)
    
    
    10.1610.29**
    
    
    Description of oral employment at-will
arrangement for Messrs. Greenberg and
Walsh
    
    UGI Corporation
    
    Form 10-K
(9/30/05)
    
    
    10.3010.30**
    
    
    Description of oral employment at-will
arrangements for Messrs. Bissell,
Knauss and Sheridan
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/05)
    
    
    10.30
  85




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.31**
    
    
    Form of Confidentiality and
Post-Employment Activities Agreement
with AmeriGas Propane, Inc., in its
own right and as general partner of
AmeriGas Partners, L.P., for Messrs.
Bissell, and Knauss
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (3/31/05)
    
    
    10.310.32**
    
    
    Confidentiality and Post-Employment
Activities Agreement between AmeriGas
Propane, Inc., in its own right and as
general partner of AmeriGas Partners,
L.P., and Mr. Sheridan
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (8/15/05)
    
    
    10.110.33**
    
    
    Form of Change in Control Agreement
for Messrs. Greenberg and Walsh
    
    UGI Corporation
    
    Form 8-K (12/6/05)
    
    
    10.110.34**
    
    
    Form of Change in Control Agreement
for Messrs. Bissell, Knauss and
Sheridan
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (12/5/05)
    
    
    10.110.35
    
    
    Purchase Agreement by and among
Columbia Energy Group, Columbia
Propane Corporation, CP Holdings,
Inc., Columbia Propane, L.P., AmeriGas
Propane, L.P., AmeriGas Partners, L.P.
and AmeriGas Propane, Inc. dated as of
January 30, 2001 and amended and
restated August 7, 2001
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (8/8/01)
    
    
    10.110.36
    
    
    Purchase Agreement by and among
Columbia Propane, L.P., CP Holdings,
Inc., Columbia Propane Corporation,
National Propane Partners, L.P.,
National Propane Corporation, National
Propane SPG, Inc., and Triarc
Companies, Inc. dated as of April 5,
1999
    
    National Propane
Partners, L.P.
    
    Form 8-K (4/19/99)
    
    
    10.510.37
    
    
    Capital Contribution Agreement dated
as of August 21, 2001 by and between
Columbia Propane, L.P. and AmeriGas
Propane, L.P. acknowledged and agreed
to by CP Holdings, Inc.
    
    AmeriGas Partners,
L.P.
    
    Form 8-K (8/21/01)
    
    
    10.210.38
    
    
    Promissory Note by National Propane
L.P., a Delaware limited partnership
in favor of Columbia Propane
Corporation dated July 19, 1999
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.3910.39
    
    
    Loan Agreement dated July 19, 1999,
between National Propane, L.P. and
Columbia Propane Corporation
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4010.40
    
    
    First Amendment dated August 21, 2001
to Loan Agreement dated July 19, 1999
between National Propane, L.P. and
Columbia Propane Corporation
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.41
  86




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##### Table of Contents



Incorporation by ReferenceExhibit No.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.41
    
    
    Columbia Energy Group Payment Guaranty
dated April 5, 1999
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4210.42
    
    
    Keep Well Agreement by and between
AmeriGas Propane, L.P. and Columbia
Propane Corporation dated August 21,
2001
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/01)
    
    
    10.4610.43**
    
    
    Summary of Director Compensation
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/06)
    
    
    10.4310.44**
    
    
    AmeriGas Propane, Inc. Non-Qualified
Deferred Compensation Plan effective
February 1, 2007.
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q
(3/31/07)
    
    
    10.114
    
    
    Code of Ethics for principal
executive, financial and accounting
officers
    
    AmeriGas Partners,
L.P.
    
    Form 10-K
(9/30/03)
    
    
    14*
    21
    
    
    Subsidiaries of AmeriGas Partners, L.P.*
    23
    
    
    Consent of PricewaterhouseCoopers LLP*
    31.1
    
    
    Certification by the Chief Executive
Officer relating to the Registrants
Report on Form 10-K for the year ended
September 30, 2007, pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002*
    31.2
    
    
    Certification by the Chief Financial
Officer relating to the Registrants
Report on Form 10-K for the year ended
September 30, 2007, pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002*
    32
    
    
    Certification by the Chief Executive
Officer and the Chief Financial
Officer relating to the Registrants
Report on Form 10-K for the fiscal
year ended September 30, 2007,
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.  87




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##### Table of Contents



SIGNATURES
  AMERIGAS PARTNERS, L.P.By:
    AmeriGas Propane, Inc.,Its General PartnerDate:  November 29, 2007
    By:
    /s/ Jerry E. SheridanJerry E. SheridanVice President  Finance
and Chief Financial Officer  Signature
    
    Title/s/ Eugene V. N. Bissell
    
    PresidentEugene V. N. Bissell
    
    and Chief Executive Officer(Principal Executive Officer)and Director/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  FinanceJerry E. Sheridan
    
    and Chief Financial Officer(Principal Financial Officer)/s/ William J. Stanczak
    
    Controller and ChiefWilliam J. Stanczak
    
    Accounting Officer(Principal Accounting Officer)
  88




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##### Table of Contents



Signature
    
    Title/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/ Howard B. Stoeckel
    
    DirectorHoward B. Stoeckel/s/ James W. Stratton
    
    DirectorJames W. Stratton
  89




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##### Table of Contents



AMERIGAS PARTNERS, L.P.
      F - 1




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##### Table of Contents



AmeriGas Partners, L.P. and Subsidiaries
    
    Form 10-K pageManagements Report on Internal Control over Financial Reporting
    
    F - 21Financial Statements:Report of Independent Registered Public Accounting Firm
    
    F-20Consolidated Balance Sheets as of September 30, 2007 and 2006
    
    F-3Consolidated Statements of Operations for the years ended September 30, 2007, 2006 and 2005
    
    F-4Consolidated Statements of Cash Flows for the years ended September 30, 2007, 2006 and 2005
    
    F-5Consolidated Statements of Partners
Capital for the years ended September 30, 2007, 2006 and 2005
    
    F-6Notes to Consolidated Financial Statements
    
    F-7 to F-19Supplementary Data (unaudited):Quarterly
Data for the years ended September 30, 2007 and 2006
    
    F-19Financial Statements Schedules:I  Condensed Financial Information of Registrant (Parent Company)
    
    S-1 to S-3II  Valuation and Qualifying Accounts
    
    S-4 to S-5
   F - 2




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Thousands of dollars)
 September 30,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    34,034
    
    
    $
    84,775Accounts receivable (less allowances for doubtful accounts
of $15,150 and $14,460 respectively)
    
    
    184,038
    
    
    
    171,091Accounts receivable  related parties
    
    
    3,684
    
    
    
    3,104Inventories
    
    
    124,840
    
    
    
    99,836Derivative financial instruments
    
    
    18,300
    
    
    
    12Prepaid expenses and other current assets
    
    
    10,124
    
    
    
    9,391Total current assets
    
    
    375,020
    
    
    
    368,209Property, plant and equipment (less accumulated depreciation and
amortization of $679,081 and $622,684,
respectively)
    
    
    633,978
    
    
    
    580,592Goodwill
    
    
    640,664
    
    
    
    619,938Intangible assets (less accumulated amortization
of $29,253 and $25,216, respectively)
    
    
    29,809
    
    
    
    25,608Other assets
    
    
    17,313
    
    
    
    17,420Total assets
    
    $
    1,696,784
    
    
    $
    1,611,767LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Current maturities of long-term debt
    
    $
    1,925
    
    
    $
    1,825Accounts payable  trade
    
    
    163,092
    
    
    
    143,528Accounts payable  related parties
    
    
    3,588
    
    
    
    3,530Employee compensation and benefits accrued
    
    
    31,330
    
    
    
    28,279Interest accrued
    
    
    23,364
    
    
    
    23,373Customer deposits and advances
    
    
    99,137
    
    
    
    103,329Derivative financial instruments
    
    
    
    
    
    
    25,778Other current liabilities
    
    
    56,157
    
    
    
    50,514Total current liabilities
    
    
    378,593
    
    
    
    380,156Long-term debt
    
    
    931,117
    
    
    
    931,921Other noncurrent liabilities
    
    
    64,460
    
    
    
    67,739Commitments and contingencies (note 11)Minority interests
    
    
    11,386
    
    
    
    10,448Partners capital:Common unitholders (units issued - 56,988,702 and 56,797,105, respectively)
    
    
    293,245
    
    
    
    250,493General partner
    
    
    2,952
    
    
    
    2,525Accumulated other comprehensive income (loss)
    
    
    15,031
    
    
    
    (31,515
    )Total partners capital
    
    
    311,228
    
    
    
    221,503Total liabilities and partners capital
    
    $
    1,696,784
    
    
    $
    1,611,767
   F - 3




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Thousands of dollars, except per unit)
 Year EndedSeptember 30,2007
    
    
    2006
    
    
    2005Revenues:Propane
    
    $
    2,096,080
    
    
    $
    1,953,714
    
    
    $
    1,819,659Other
    
    
    181,295
    
    
    
    165,552
    
    
    
    143,5972,277,375
    
    
    
    2,119,266
    
    
    
    1,963,256Costs and expenses:Cost of sales  propane
    
    
    1,365,071
    
    
    
    1,277,306
    
    
    
    1,161,808Cost of sales  other
    
    
    72,125
    
    
    
    66,463
    
    
    
    58,198Operating and administrative expenses
    
    
    562,524
    
    
    
    535,288
    
    
    
    518,127Depreciation and amortization
    
    
    75,614
    
    
    
    72,452
    
    
    
    73,625Gain on sale of Arizona storage facility
    
    
    (46,117
    )
    
    
    
    
    
    
    Other (income), net
    
    
    (17,572
    )
    
    
    (16,299
    )
    
    
    (25,781
    )2,011,645
    
    
    
    1,935,210
    
    
    
    1,785,977Operating income
    
    
    265,730
    
    
    
    184,056
    
    
    
    177,279Loss on extinguishments of debt
    
    
    
    
    
    
    (17,079
    )
    
    
    (33,602
    )Interest expense
    
    
    (71,487
    )
    
    
    (74,094
    )
    
    
    (79,900
    )Income before income taxes
    
    
    194,243
    
    
    
    92,883
    
    
    
    63,777Income tax expense
    
    
    (846
    )
    
    
    (185
    )
    
    
    (1,514
    )Minority interests
    
    
    (2,613
    )
    
    
    (1,540
    )
    
    
    (1,418
    )Net income
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845General partners interest in net income
    
    $
    5,600
    
    
    $
    912
    
    
    $
    608Limited partners interest in net income
    
    $
    185,184
    
    
    $
    90,246
    
    
    $
    60,237Income per limited partner unit  basic and diluted (note 2)
    
    $
    3.15
    
    
    $
    1.59
    
    
    $
    1.10Average limited partner units outstanding (thousands):Basic
    
    
    56,826
    
    
    
    56,797
    
    
    
    54,602Diluted
    
    
    56,862
    
    
    
    56,835
    
    
    
    54,655
   F - 4




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands of dollars)
 Year EndedSeptember 30,2007
    
    
    2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    75,614
    
    
    
    72,452
    
    
    
    73,625Gain on sale of Arizona storage facility
    
    
    (46,117
    )
    
    
    
    
    
    
    Gain on sale of Atlantic Energy
    
    
    
    
    
    
    
    
    
    
    (9,135
    )Loss on extinguishments of debt
    
    
    
    
    
    
    17,079
    
    
    
    33,602Provision for uncollectible accounts
    
    
    9,544
    
    
    
    10,768
    
    
    
    11,591Other, net
    
    
    4,856
    
    
    
    (6,182
    )
    
    
    (3,631
    )Net change in:Accounts receivable
    
    
    (17,142
    )
    
    
    (21,027
    )
    
    
    (28,184
    )Inventories
    
    
    (18,829
    )
    
    
    (9,039
    )
    
    
    (5,741
    )Accounts payable
    
    
    17,819
    
    
    
    7,557
    
    
    
    25,798Other current assets and liabilities
    
    
    (12,030
    )
    
    
    15,061
    
    
    
    24,788Net cash provided by operating activities
    
    
    204,499
    
    
    
    177,827
    
    
    
    183,558CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures for property, plant and equipment
    
    
    (73,764
    )
    
    
    (70,710
    )
    
    
    (62,616
    )Proceeds from disposals of assets
    
    
    5,954
    
    
    
    10,448
    
    
    
    18,335Net proceeds from sale of Arizona storage facility
    
    
    49,031
    
    
    
    
    
    
    
    Net proceeds from sale of Atlantic Energy
    
    
    
    
    
    
    
    
    
    
    11,504Acquisitions of businesses, net of cash acquired
    
    
    (78,763
    )
    
    
    (2,846
    )
    
    
    (22,656
    )Net cash used by investing activities
    
    
    (97,542
    )
    
    
    (63,108
    )
    
    
    (55,433
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (154,672
    )
    
    
    (130,805
    )
    
    
    (122,187
    )Minority interest activity
    
    
    (2,144
    )
    
    
    1,130
    
    
    
    (967
    )Issuance of long-term debt
    
    
    
    
    
    
    343,875
    
    
    
    446,000Repayment of long-term debt
    
    
    (1,762
    )
    
    
    (343,453
    )
    
    
    (466,380
    )Proceeds from issuance of Common Units
    
    
    814
    
    
    
    146
    
    
    
    73,248Capital contributions from General Partner
    
    
    66
    
    
    
    1
    
    
    
    740Net cash used by financing activities
    
    
    (157,698
    )
    
    
    (129,106
    )
    
    
    (69,546
    )Cash and cash equivalents (decrease) increase
    
    $
    (50,741
    )
    
    $
    (14,387
    )
    
    $
    58,579CASH AND CASH EQUIVALENTS:End of year
    
    $
    34,034
    
    
    $
    84,775
    
    
    $
    99,162Beginning of year
    
    
    84,775
    
    
    
    99,162
    
    
    
    40,583(Decrease) increase
    
    $
    (50,741
    )
    
    $
    (14,387
    )
    
    $
    58,579
   F - 5




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 (Thousands of dollars, except unit data)
 Accumulatedother
    
    
    TotalNumber of
    
    
    
    
    
    
    General
    
    
    comprehensive
    
    
    partnersCommon Units
    
    
    Common
    
    
    partner
    
    
    income (loss)
    
    
    capitalBalance September 30, 2004
    
    
    54,473,272
    
    
    $
    276,876
    
    
    $
    2,794
    
    
    $
    9,368
    
    
    $
    289,038Net income
    
    
    
    
    
    
    60,237
    
    
    
    608
    
    
    
    
    
    
    
    60,845Net gains on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,471
    
    
    
    32,471Reclassification of net losses on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,262
    
    
    
    3,262Comprehensive income
    
    
    
    
    
    
    60,237
    
    
    
    608
    
    
    
    35,733
    
    
    
    96,578Distributions
    
    
    
    
    
    
    (120,965
    )
    
    
    (1,222
    )
    
    
    
    
    
    
    (122,187
    )Common Units issued in connection
with public offering
    
    
    2,300,000
    
    
    
    72,675
    
    
    
    734
    
    
    
    
    
    
    
    73,409Common Units issued in connection
with incentive compensation plans
    
    
    19,333
    
    
    
    573
    
    
    
    6
    
    
    
    
    
    
    
    579Balance September 30, 2005
    
    
    56,792,605
    
    
    
    289,396
    
    
    
    2,920
    
    
    
    45,101
    
    
    
    337,417Net income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    
    
    
    
    91,158Net losses on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,552
    )
    
    
    (56,552
    )Reclassification of net gains on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,064
    )
    
    
    (20,064
    )Comprehensive income
    
    
    
    
    
    
    90,246
    
    
    
    912
    
    
    
    (76,616
    )
    
    
    14,542Distributions
    
    
    
    
    
    
    (129,497
    )
    
    
    (1,308
    )
    
    
    
    
    
    
    (130,805
    )Unit-based compensation expense
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    202Common Units issued in connection
with incentive compensation plans
    
    
    4,500
    
    
    
    146
    
    
    
    1
    
    
    
    
    
    
    
    147Balance September 30, 2006
    
    
    56,797,105
    
    
    
    250,493
    
    
    
    2,525
    
    
    
    (31,515
    )
    
    
    221,503Net 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
    
    
    $
    311,228
  F - 6




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
  Note 1  Partnership Organization and Formation
      Note 2  Summary of Significant Accounting Policies
 Consolidation Principles.
 Finance Corps.
 Reclassifications.
 Use of Estimates.
 Revenue Recognition.
 Inventories.
 Property, Plant and Equipment and Related Depreciation.
  F - 7




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
   Intangible Assets.
 2007
    
    
    2006Subject to amortization:Customer relationships and noncompete agreements
    
    $
    59,062
    
    
    $
    50,824Accumulated amortization
    
    
    (29,253
    )
    
    
    (25,216
    )$
    29,809
    
    
    $
    25,608Not subject to amortization:Goodwill
    
    $
    640,664
    
    
    $
    619,938
   Deferred Debt Issuance Costs.
 Computer Software Costs.
 Customer Deposits.
 Environmental and Other Legal Matters.
 Income Taxes.
  F - 8




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
  Equity-Based
Compensation.
     2005Net income as reported
    
    
    
    
    
    $
    60,845Add: Unit-based employee compensation expense included in reported net income
    
    
    
    
    
    
    540Deduct: Total unit-based employee compensation expense determined under the
fair value method for all awards
    
    
    
    
    
    
    (1,042
    )Pro forma net income
    
    
    
    
    
    $
    60,343Basic income per limited partner unit:As reported
    
    
    
    
    
    $
    1.10Pro forma
    
    
    
    
    
    $
    1.09Diluted income per limited partner unit:As reported
    
    
    
    
    
    $
    1.10Pro forma
    
    
    
    
    
    $
    1.09
  Allocation of Net Income.
 Net Income Per Unit.
  F - 9




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
   Derivative Instruments.
 Consolidated Statements of Cash Flows.
 Comprehensive Income.
 Segment Information.
 Recently Issued Accounting Pronouncements.
  Note 3  Acquisitions
   F - 10




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
   2007
    
    
    2006
    
    
    2005Net current (liabilities) assets
    
    $
    (2,208
    )
    
    $
    172
    
    
    $
    628Property, plant and equipment
    
    
    59,439
    
    
    
    1,626
    
    
    
    8,741Goodwill
    
    
    20,605
    
    
    
    884
    
    
    
    10,557Customer relationships and noncompete agreements (estimated useful life
of 10 and 5 years, respectively)
    
    
    8,238
    
    
    
    632
    
    
    
    5,393Other long-term assets and liabilities
    
    
    (98
    )
    
    
    (4
    )
    
    
    (64
    )Total
    
    $
    85,976
    
    
    $
    3,310
    
    
    $
    25,255
  Note 4  Sales of Assets
   Note 5  Quarterly Distributions of Available Cash
  1.
    
    all cash on hand at the end of such quarter,2.
    
    plus all additional cash on hand as of the date of determination resulting from borrowings after
the end of such quarter,3.
    
    less the amount of cash reserves established by the General Partner in its reasonable discretion.
     F - 11




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
  Note 6  Debt
  2007
    
    
    2006AmeriGas Partners Senior Notes:8.875%, due May 2011 (including unamortized premium of $175
and $223, respectively, effective rate - 8.46%)
    
    $
    14,815
    
    
    $
    14,8637.25%, due May 2015
    
    
    415,000
    
    
    
    415,0007.125%, due May 2016
    
    
    350,000
    
    
    
    350,000AmeriGas OLP First Mortgage Notes:Series D, 7.11%, due March 2009 (including unamortized
premium of $584 and $943, respectively, effective rate -
6.52%)
    
    
    70,584
    
    
    
    70,943Series E, 8.50%, due July 2010 (including unamortized
premium of $66 and $90, respectively, effective rate -
8.47%)
    
    
    80,066
    
    
    
    80,090Other
    
    
    2,577
    
    
    
    2,850Total long-term debt
    
    
    933,042
    
    
    
    933,746Less current
maturities (including net unamortized premium of $455 and $431, respectively)
    
    
    (1,925
    )
    
    
    (1,825
    )Total long-term debt due after one year
    
    $
    931,117
    
    
    $
    931,921
  F - 12




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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 Agreement.
    AmeriGas OLP Term Loan.
 Restrictive Covenants.
 1.
    
    no event of default exists or would exist upon making such distributions and2.
    
    the Partnerships consolidated fixed charge coverage ratio, as defined, is greater than 1.75-to-1.
  F - 13




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
    Note 7  Employee Retirement Plans
  Note 8  Inventories
  2007
    
    
    2006Propane gas
    
    $
    103,587
    
    
    $
    81,325Materials, supplies and other
    
    
    16,186
    
    
    
    12,399Appliances for sale
    
    
    5,067
    
    
    
    6,112Total inventories
    
    $
    124,840
    
    
    $
    99,836
  Note 9  Property, Plant and Equipment
  2007
    
    
    2006Land
    
    $
    66,391
    
    
    $
    58,107Buildings and improvements
    
    
    89,878
    
    
    
    83,050Transportation equipment
    
    
    68,005
    
    
    
    60,279Storage facilities
    
    
    109,934
    
    
    
    101,509Equipment, primarily cylinders and tanks
    
    
    958,917
    
    
    
    879,800Other
    
    
    19,934
    
    
    
    20,531Gross property, plant and equipment
    
    
    1,313,059
    
    
    
    1,203,276Less accumulated depreciation and amortization
    
    
    (679,081
    )
    
    
    (622,684
    )Net property, plant and equipment
    
    $
    633,978
    
    
    $
    580,592
 Note 10  Partners Capital and Incentive Compensation Plans
    F - 14




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
  th th th
   Grants Awarded in Fiscal2007
    
    
    2006Risk-free rate
    
    
    4.7
    %
    
    
    5.2
    %Expected life
    
    3 years

    3 yearsExpected volatility
    
    
    17.6
    %
    
    
    18.1
    %Dividend yield
    
    
    7.1
    %
    
    
    7.7
    %
   Number of
    
    
    Weighted-AverageAmeriGas Partners
    
    
    Grant Date FairCommon Units
    
    
    Value (per Unit)Non-vested Units  September 30, 2006
    
    
    93,900
    
    
    $
    29.10Granted
    
    
    49,650
    
    
    $
    33.63Forfeited
    
    
    (1,200
    )
    
    $
    31.52Vested
    
    
    (31,698
    )
    
    $
    28.64Performance criteria not met
    
    
    (3,918
    )
    
    $
    28.02Non-vested Units  September 30, 2007
    
    
    106,734
    
    
    $
    30.61
   F - 15




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
   Note
11  Commitments and Contingencies
   Year Ending September 30,2008
    
    $
    47,3422009
    
    
    39,7342010
    
    
    34,3812011
    
    
    28,5532012
    
    
    22,503Thereafter
    
    
    51,713Total minimum operating lease payments
    
    $
    224,226
       F - 16




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
    Note
12  Related Party Transactions
        F - 17




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
  Note
13  Other Current Liabilities
  2007
    
    
    2006Self-insured property and casualty liability
    
    $
    17,923
    
    
    $
    17,331Taxes other than income taxes
    
    
    6,718
    
    
    
    5,969Propane exchange liability
    
    
    11,950
    
    
    
    9,281Deferred tank fee revenue
    
    
    11,753
    
    
    
    10,566Other
    
    
    7,813
    
    
    
    7,367Total other current liabilities
    
    $
    56,157
    
    
    $
    50,514
 Note
14  Financial Instruments
      F - 18




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
   Carrying
    
    
    EstimatedAmount
    
    
    Fair Value2007:Propane swap and option contracts
    
    $
    18,290
    
    
    $
    18,290Interest rate protection agreements
    
    
    583
    
    
    
    583Long-term debt
    
    
    933,042
    
    
    
    923,5052006:Propane swap and option contracts
    
    $
    (26,215
    )
    
    $
    (26,215
    )Interest rate protection agreements
    
    
    (305
    )
    
    
    (305
    )Long-term debt
    
    
    933,746
    
    
    
    934,483
   Note
15  Other Income, Net
  2007
    
    
    2006
    
    
    2005Gain on sales of fixed assets
    
    $
    862
    
    
    $
    2,801
    
    
    $
    5,196Finance charges
    
    
    10,208
    
    
    
    8,371
    
    
    
    7,552Gain on sale of Atlantic Energy
    
    
    
    
    
    
    
    
    
    
    9,135Other
    
    
    6,502
    
    
    
    5,127
    
    
    
    3,898Total other income, net
    
    $
    17,572
    
    
    $
    16,299
    
    
    $
    25,781
 
 Note
16  Quarterly Data (Unaudited)
  December 31,
    
    

March 31,
    
    
    June 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2007
    
    
    2006(a)
    
    
    2007
    
    
    2006
    
    
    2007 (b)
    
    
    2006Revenue
    
    $
    616,591
    
    
    $
    630,224
    
    
    $
    809,808
    
    
    $
    718,130
    
    
    $
    433,917
    
    
    $
    379,109
    
    
    $
    417,059
    
    
    $
    391,803Operating income
    
    $
    75,260
    
    
    $
    74,665
    
    
    $
    139,260
    
    
    $
    116,325
    
    
    $
    12,035
    
    
    $
    2,873
    
    
    $
    39,175
    
    
    $
    (9,807
    )Net income (loss)
    
    $
    55,640
    
    
    $
    55,013
    
    
    $
    119,886
    
    
    $
    78,759
    
    
    $
    (5,712
    )
    
    $
    (14,837
    )
    
    $
    20,970
    
    
    $
    (27,777
    )Income (loss) per
limited partner unit -
basic and diluted
    
    $
    0.88
    
    
    $
    0.87
    
    
    $
    1.47
    
    
    $
    1.08
    
    
    $
    (0.10
    )
    
    $
    (0.26
    )
    
    $
    0.30
    
    
    $
    (0.48
    )
 
 (a)
    
    Includes a loss on early extinguishment of debt which decreased net income by $16,934 or $0.30 per limited partner unit.(b)
    
    Includes a gain on sale of the Partnerships 3.5 million barrel storage facility which increased net income by
$45,651 or $0.79 per limited partner unit.  F - 19




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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.:
     
  F - 20




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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 - 21




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##### Table of Contents



AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
 
 SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 September 30,2007
    
    
    2006ASSETSCurrent assets:Cash
    
    $
    180
    
    
    $
    1,484Total current assets
    
    
    180
    
    
    
    1,484Investment in AmeriGas Propane, L.P.
    
    
    1,107,649
    
    
    
    1,017,806Other assets
    
    
    9,474
    
    
    
    10,649Total assets
    
    $
    1,117,303
    
    
    $
    1,029,939LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and other liabilities
    
    $
    5,764
    
    
    $
    8,077Accrued interest
    
    
    20,496
    
    
    
    20,496Total current liabilities
    
    
    26,260
    
    
    
    28,573Long-term debt
    
    
    779,815
    
    
    
    779,863Commitments and contingenciesPartners capital:Common unitholders
    
    
    293,245
    
    
    
    250,493General partner
    
    
    2,952
    
    
    
    2,525Accumulated other comprehensive income (loss)
    
    
    15,031
    
    
    
    (31,515
    )Total partners capital
    
    
    311,228
    
    
    
    221,503Total liabilities and partners capital
    
    $
    1,117,303
    
    
    $
    1,029,939
  
  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 30,2007
    
    
    2006
    
    
    2005Operating (income) expenses, net
    
    $
    78
    
    
    $
    151
    
    
    $
    42Loss on extinguishments of debt
    
    
    
    
    
    
    (2,702
    )
    
    
    (33,602
    )Interest expense
    
    
    (58,006
    )
    
    
    (51,648
    )
    
    
    (39,834
    )Loss before income taxes
    
    
    (57,928
    )
    
    
    (54,199
    )
    
    
    (73,394
    )Income tax expense
    
    
    30
    
    
    
    40
    
    
    
    60Loss before equity in income of AmeriGas Propane, L.P.
    
    
    (57,958
    )
    
    
    (54,239
    )
    
    
    (73,454
    )Equity in income of AmeriGas Propane, L.P.
    
    
    248,742
    
    
    
    145,397
    
    
    
    134,299Net income
    
    $
    190,784
    
    
    $
    91,158
    
    
    $
    60,845General partners interest in net income
    
    $
    5,600
    
    
    $
    912
    
    
    $
    608Limited partners interest in net income
    
    $
    185,184
    
    
    $
    90,246
    
    
    $
    60,237Income per
limited partner unit  basic and diluted (a)
    
    $
    3.15
    
    
    $
    1.59
    
    
    $
    1.10Average limited partner units outstanding  basic (thousands)
    
    
    56,826
    
    
    
    56,797
    
    
    
    54,602Average limited partner units outstanding  diluted (thousands)
    
    
    56,862
    
    
    
    56,835
    
    
    
    54,655
  (a)
    
    Calculated in accordance
with Emerging Issues Task Force Issue No. 03-6,
Participating Securities and the Two-Class Method under FASB
Statement No. 128.  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 30,2007 (b)
    
    
    2006
    
    
    2005NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
    
    $
    152,752
    
    
    $
    121,668
    
    
    $
    89,728CASH FLOWS FROM INVESTING ACTIVITIES:Contributions to AmeriGas Propane, L.P.
    
    
    (264
    )
    
    
    (282,207
    )
    
    
    (73,415
    )Net cash used by investing activities
    
    
    (264
    )
    
    
    (282,207
    )
    
    
    (73,415
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (154,672
    )
    
    
    (130,805
    )
    
    
    (122,186
    )Issuance of long-term debt
    
    
    
    
    
    
    343,875
    
    
    
    410,550Repayments of long-term debt
    
    
    
    
    
    
    (60,000
    )
    
    
    (373,360
    )Proceeds from issuance of Common Units
    
    
    814
    
    
    
    146
    
    
    
    73,248Capital contribution from General Partner
    
    
    66
    
    
    
    1
    
    
    
    740Net cash (used) provided by financing activities
    
    
    (153,792
    )
    
    
    153,217
    
    
    
    (11,008
    )(Decrease) increase in cash and cash equivalents
    
    $
    (1,304
    )
    
    $
    (7,322
    )
    
    $
    5,305CASH AND CASH EQUIVALENTS:End of year
    
    $
    180
    
    
    $
    1,484
    
    
    $
    8,806Beginning of year
    
    
    1,484
    
    
    
    8,806
    
    
    
    3,501(Decrease) increase
    
    $
    (1,304
    )
    
    $
    (7,322
    )
    
    $
    5,305
 (a)
    
    Includes distributions received from AmeriGas Propane, L.P. of $210,996, $171,510 and $161,058 for
the years ended September 30, 2007, 2006 and 2005,
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, 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:Self-insured property and casualty
liability
    
    $
    58,550
    
    
    $
    10,987
    
    
    $
    (11,823
    ) (2)
    
    $
    57,714Insured property and casualty liability
    
    $
    377
    
    
    $
    
    
    
    $
    
    
    
    $
    377Environmental, litigation and other
    
    $
    12,680
    
    
    $
    90
    
    
    $
    (685
    ) (2)
    
    $
    12,056(29
    ) (3)Year Ended September 30, 2006Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    13,143
    
    
    $
    10,768
    
    
    $
    (9,451
    ) (1)
    
    $
    14,460Other reserves:Self-insured property and casualty
liability
    
    $
    60,620
    
    
    $
    11,856
    
    
    $
    (13,926
    ) (2)
    
    $
    58,550Insured property and casualty liability
    
    $
    377
    
    
    $
    
    
    
    $
    
    
    
    $
    377Environmental, litigation and other
    
    $
    8,303
    
    
    $
    5,140
    
    
    $
    (528
    ) (2)
    
    $
    12,680(235
    ) (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, 2005Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    11,964
    
    
    $
    11,591
    
    
    $
    (10,412
    ) (1)
    
    $
    13,143Other reserves:Self-insured property and casualty
liability
    
    $
    53,172
    
    
    $
    23,486
    
    
    $
    (16,038
    ) (2)
    
    $
    60,620Insured property and casualty liability
    
    $
    627
    
    
    $
    (250
    )
    
    $
    
    
    
    $
    377Environmental, litigation and other
    
    $
    10,888
    
    
    $
    744
    
    
    $
    (4,249
    ) (2)
    
    $
    8,303920
    (3)
  (1)
    
    Uncollectible accounts written off, net of recoveries.(2)
    
    Payments, net of any refunds(3)
    
    Other adjustments, primarily reclassifications(4)
    
    Acquisitions  S-5




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.19
    
    AmeriGas Propane, Inc. Executive Annual Bonus Plan, effective as of October 1, 200610.25
    
    AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, As Amended July 30,
200721
    
    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