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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, 2006
 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:
 þ o
 o þ
 þ o
 o
  þ o o
 o þ
  Documents Incorporated By Reference:




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TABLE OF CONTENTS
 PagePART I:
    
    
    
    
    1Item 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    8Item 1B.
    
    Unresolved Staff Comments
    
    
    12Item 2.
    
    Properties
    
    
    12Item 3.
    
    Legal Proceedings
    
    
    13Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    13PART II:
    
    
    
    
    13Item 5.
    
    Market for Registrants Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 6.
    
    Selected Financial Data
    
    
    15Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    
    28Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    28Item 9A.
    
    Controls and Procedures
    
    
    28Item 9B.
    
    Other Information
    
    
    29PART III:
    
    
    
    
    29Item 10.
    
    Directors and Executive Officers of the General Partner
    
    
    29Item 11.
    
    Executive Compensation
    
    
    35Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Securityholder Matters
    
    
    45Item 13.
    
    Certain Relationships and Related Transactions
    
    
    48Item 14.
    
    Principal Accountant Fees and Services
    
    
    50PART IV:
    
    
    
    
    50Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    50Signatures
    
    
    57Index to
Financial Statements and Financial Statement Schedules
    
    
    F-2Exhibit 10.2Exhibit 10.3Exhibit 10.20Exhibit 10.43Exhibit 13Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32




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PART I:
 
 ITEM 1. BUSINESS
 General
    Business Strategy
   1




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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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Average Propane Spot Market
Prices
 
 Competition
   5




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Trade Names, Trade and Service Marks
   6




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Seasonality
   Government Regulation
    7




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




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Our profitability is subject to propane pricing and inventory risk.
  High propane costs 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.
   9




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Our operations may be adversely affected by competition from other energy sources.
   Our ability to increase revenues is adversely affected by the maturity of the retail propane
industry.
  Our ability to grow will be adversely affected if we are not successful in making
acquisitions or in integrating the acquisitions we have made.
    10




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We are subject to operating and litigation risks that may not be covered by insurance.
  We may be unable to respond effectively to competition, which may adversely affect our
operating results.
  Our net income will decrease if we are required to incur additional costs to comply with new
governmental safety, health, transportation and environmental regulation.
  The IRS could treat us as a corporation for tax purposes or changes in law could subject us
to entity-level taxation, which would substantially reduce the cash available for
distribution to holders of common units.
    11




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   Approximate Quantity & Equipment Type
    
    % Owned
    
    % Leased530
    
    Trailers
    
    
    93
    
    
    
    7280
    
    Tractors
    
    
    34
    
    
    
    66180
    
    Railroad tank cars
    
    
    0
    
    
    
    1002,520
    
    Bobtail trucks
    
    
    10
    
    
    
    90310
    
    Rack trucks
    
    
    8
    
    
    
    922,130
    
    Service and delivery trucks
    
    
    12
    
    
    
    88
   12




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ITEM 3. LEGAL PROCEEDINGS
  Swiger, et al. v. UGI/AmeriGas, Inc. et al.
 
 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
   13




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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
 Price Range
    
    
    Cash2005 Fiscal Year
    
    High
    
    
    Low
    
    
    DistributionFourth Quarter
    
    $
    35.00
    
    
    $
    30.16
    
    
    $
    0.56Third Quarter
    
    
    32.88
    
    
    
    29.15
    
    
    
    0.56Second Quarter
    
    
    31.23
    
    
    
    28.36
    
    
    
    0.55First Quarter
    
    
    30.56
    
    
    
    26.11
    
    
    
    0.55
    14




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ITEM 6. SELECTED FINANCIAL DATA
 Year EndedSeptember 30,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(Thousands of dollars, except per unit)FOR THE PERIOD:Income statement data:Revenues
    
    $
    2,119,266
    
    
    $
    1,963,256
    
    
    $
    1,775,900
    
    
    $
    1,628,424
    
    
    $
    1,307,880Net income
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854
    
    
    $
    71,958
    
    
    $
    55,366Limited partners interest
in net income
    
    $
    90,246
    
    
    $
    60,237
    
    
    $
    90,935
    
    
    $
    71,238
    
    
    $
    54,812Income per limited partner
unit  basic and diluted:Net income
    
    $
    1.59
    
    
    $
    1.10
    
    
    $
    1.71
    
    
    $
    1.42
    
    
    $
    1.12Cash distributions declared
per limited partner unit
    
    $
    2.28
    
    
    $
    2.22
    
    
    $
    2.20
    
    
    $
    2.20
    
    
    $
    2.20AT PERIOD END:Balance sheet data:Current assets
    
    $
    368,209
    
    
    $
    417,740
    
    
    $
    298,116
    
    
    $
    250,244
    
    
    $
    238,401Total assets
    
    
    1,611,767
    
    
    
    1,663,075
    
    
    
    1,550,227
    
    
    
    1,496,088
    
    
    
    1,486,176Current liabilities (excluding debt)
    
    
    378,331
    
    
    
    338,928
    
    
    
    292,402
    
    
    
    253,255
    
    
    
    250,984Total debt
    
    
    933,746
    
    
    
    913,502
    
    
    
    901,351
    
    
    
    927,286
    
    
    
    955,784Minority interests
    
    
    10,448
    
    
    
    8,570
    
    
    
    7,749
    
    
    
    7,005
    
    
    
    6,232Partners capital
    
    
    221,503
    
    
    
    337,417
    
    
    
    289,038
    
    
    
    253,683
    
    
    
    228,366OTHER DATA:Capital expenditures (including
capital leases)
    
    $
    70,915
    
    
    $
    63,584
    
    
    $
    62,303
    
    
    $
    53,429
    
    
    $
    53,472Retail propane gallons sold (millions)
    
    
    975.2
    
    
    
    1,034.9
    
    
    
    1,059.1
    
    
    
    1,074.9
    
    
    
    987.5Degree days  % (warmer) colder
than normal (a)
    
    
    (10.2
    )
    
    
    (6.9
    )
    
    
    (4.9
    )
    
    
    0.2
    
    
    
    (10.0
    )
 (a)
    
    Deviation from average heating degree days based upon national weather
statistics provided by the National Oceanic and Atmospheric
Administration (NOAA) for 335 airports in the United States, excluding
Alaska.
  15




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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
   16




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Year Ended September 30,2006
    
    
    2005
    
    
    2004Gallons sold (millions):Retail
    
    
    975.2
    
    
    
    1,034.9
    
    
    
    1,059.1Wholesale
    
    
    119.7
    
    
    
    148.7
    
    
    
    225.01,094.9
    
    
    
    1,183.6
    
    
    
    1,284.1Revenues:Retail propane
    
    $
    1,816.0
    
    
    $
    1,679.2
    
    
    $
    1,480.1Wholesale propane
    
    
    137.7
    
    
    
    140.5
    
    
    
    159.6Other
    
    
    165.6
    
    
    
    143.6
    
    
    
    136.2$
    2,119.3
    
    
    $
    1,963.3
    
    
    $
    1,775.9Total margin (a)
    
    $
    775.5
    
    
    $
    743.3
    
    
    $
    746.7EBITDA (b)
    
    $
    237.9
    
    
    $
    215.9
    
    
    $
    255.9Operating income
    
    $
    184.1
    
    
    $
    177.3
    
    
    $
    176.7Net income
    
    $
    91.2
    
    
    $
    60.8
    
    
    $
    91.9Degree days  % warmer than normal (c)
    
    
    10.2
    %
    
    
    6.9
    %
    
    
    4.9
    %
 (a)
    
    Total margin represents total revenues less total cost of sales.(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 30,2006
    
    
    2005
    
    
    2004Net income
    
    $
    91.2
    
    
    $
    60.8
    
    
    $
    91.9Income tax expense
    
    
    0.2
    
    
    
    1.5
    
    
    
    0.2Interest expense
    
    
    74.1
    
    
    
    79.9
    
    
    
    83.2Depreciation
    
    
    67.8
    
    
    
    68.2
    
    
    
    75.5Amortization
    
    
    4.6
    
    
    
    5.5
    
    
    
    5.1EBITDA
    
    $
    237.9
    
    
    $
    215.9
    
    
    $
    255.9
 (c)
    
    Deviation from average heating degree days based upon national weather statistics provided
by the National Oceanic and Atmospheric Administration (NOAA) for 335 airports in the United
States, excluding Alaska.
  17




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Fiscal 2006 Compared with Fiscal 2005
      18




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Fiscal 2005 Compared with Fiscal 2004
       19




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FINANCIAL CONDITION AND LIQUIDITY
 Capitalization and Liquidity
         20




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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.
    21




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Year Ended September 30,
    
    2006
    
    
    2005
    
    
    2004(Millions of dollars)Net income
    
    $
    91.2
    
    
    $
    60.8
    
    
    $
    91.9Income tax expense
    
    
    0.2
    
    
    
    1.5
    
    
    
    0.2Interest expense
    
    
    74.1
    
    
    
    79.9
    
    
    
    83.2Depreciation
    
    
    67.8
    
    
    
    68.2
    
    
    
    75.5Amortization
    
    
    4.6
    
    
    
    5.5
    
    
    
    5.1EBITDA
    
    
    237.9
    
    
    
    215.9
    
    
    
    255.9Interest expense
    
    
    (74.1)
    
    
    
    (79.9)
    
    
    
    (83.2
    )Maintenance capital expenditures
    
    
    (23.6)
    
    
    
    (19.3)
    
    
    
    (23.1
    )Loss on extinguishment of debt
    
    
    17.1
    
    
    
    33.6
    
    
    
    Distributable cash
    
    $
    157.3
    
    
    $
    150.3
    
    
    $
    149.6
   22




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Contractual Cash Obligations and Commitments
  Payments Due by Period1 year
    
    
    2 - 3
    
    
    4 - 5
    
    
    AfterTotal
    
    
    or less
    
    
    years
    
    
    years
    
    
    5 yearsLong-term debt
    
    $
    932.5
    
    
    $
    1.4
    
    
    $
    71.2
    
    
    $
    94.9
    
    
    $
    765.0Interest on long-term fixed rate debt
    
    
    811.3
    
    
    
    68.1
    
    
    
    133.7
    
    
    
    119.4
    
    
    
    490.1Operating leases
    
    
    228.6
    
    
    
    48.5
    
    
    
    76.1
    
    
    
    53.3
    
    
    
    50.7Propane supply contracts
    
    
    20.7
    
    
    
    20.7
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,993.1
    
    
    $
    138.7
    
    
    $
    281.0
    
    
    $
    267.6
    
    
    $
    1,305.8
 Cash Flows
 Operating activities.
 Investing activities.
 Financing
activities.
  23




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RELATED PARTY TRANSACTIONS
       24




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OFF-BALANCE SHEET ARRANGEMENTS
  MARKET RISK DISCLOSURES
      25




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Change in FairFair Value
    
    
    Value(Millions of dollars)September 30, 2006Propane swapped option contracts
    
    $
    (26.2
    )
    
    $
    (21.1
    )Interest rate protection agreements
    
    
    (0.3
    )
    
    
    (4.3
    )September 30, 2005Propane swapped option contracts
    
    $
    50.6
    
    
    $
    (19.5
    )Interest rate protection agreements
    
    
    (3.9
    )
    
    
    (3.9
    )
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   26




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Litigation accruals.
 Depreciation and amortization of long-lived assets.
 Purchase Price Allocation.
 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   27




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 (a)
    
    The General Partners management, with the participation of the Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the Partnerships disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Partnerships disclosure controls and procedures as of the end of the period covered by this
report were designed and functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Partnership in reports filed under the
Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms and (ii) accumulated
and communicated to management including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure.(b)
    
    For Managements Annual Report on Internal Control Over Financial Reporting and the related
report of PricewaterhouseCoopers LLP, our Independent Registered Public Accounting Firm, 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.
  28




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ITEM 9B. OTHER INFORMATION
  
 PART III:
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
    
    
    oversee the accounting and financial reporting processes and audits of the financial
statements of the Partnership;
    
    monitor the independence of the Partnerships independent accountants and the
performance of the independent accountants and internal audit staff;
    
    oversee the adequacy of the Partnerships controls relative to financial and
business risk;
    
    provide a means for open communication among the independent accountants,
management, internal audit staff and the Board of Directors; and
    
    oversee compliance with applicable legal and regulatory requirements.
   29




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Directors and Executive Officers of the General Partner
  Name
    
    Age
    
    Position with the General PartnerLon R. Greenberg
    
    
    56
    
    
    Chairman and DirectorEugene V. N. Bissell
    
    
    53
    
    
    President, Chief Executive Officer and DirectorJohn L. Walsh
    
    
    51
    
    
    Vice Chairman and DirectorStephen D. Ban
    
    
    66
    
    
    DirectorRichard C. Gozon
    
    
    68
    
    
    DirectorWilliam J. Marrazzo
    
    
    57
    
    
    DirectorGregory A. Pratt
    
    
    58
    
    
    DirectorHoward B. Stoeckel
    
    
    60
    
    
    DirectorJames W. Stratton
    
    
    70
    
    
    DirectorWilliam D. Katz
    
    
    53
    
    
    Vice President  Human ResourcesRobert H. Knauss
    
    
    53
    
    
    Vice President, General Counsel and Corporate SecretaryDavid L. Lugar
    
    
    49
    
    
    Vice President  Supply and LogisticsCarey M. Monaghan
    
    
    55
    
    
    Vice President  Sales and MarketingJerry E. Sheridan
    
    
    41
    
    
    Vice President  Finance and Chief Financial OfficerWilliam J. Stanczak
    
    
    51
    
    
    Controller and Chief Accounting Officer
  30




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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
  33




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(iv)
    
    service by a director or his immediate family member as an executive officer or
employee of a company that makes payments to, or receives payments from, the Partnership or
its affiliates for property or services in an amount which, in any of the last three fiscal
years, does not exceed the greater of $1 million or 2% of such other companys consolidated
gross revenues, will not be considered to result in a material relationship between such
director and the Partnership.
 Non-management Directors
  Communications with the Board of Directors and Non-management Directors
       34




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Section 16(a)  Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
  Summary Compensation TableAnnual Compensation
    
    
    Long Term CompensationAwards
    
    
    PayoutsOther
    
    
    
    
    
    
    SecuritiesAnnual
    
    
    Restricted
    
    
    underlyingName and Principal
    
    Fiscal
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    
    Unit/Stock
    
    
    Options /
    
    
    LTIP
    
    
    All OtherPosition
    
    Year
    
    
    Salary
    
    
    Bonus (1)
    
    
    sation (2)
    
    
    Awards (3)
    
    
    SARs
    
    
    Payouts (4)
    
    
    Compensation (5)Eugene V. N. Bissell,
    
    
    2006
    
    
    $
    409,625
    
    
    $
    188,805
    
    
    $
    1,762
    
    
    $
    337,560
    (a)
    
    
    65,000
    
    
    $
    0
    
    
    $
    62,074President and Chief
    
    
    2005
    
    
    $
    399,442
    
    
    $
    306,000
    
    
    $
    2,250
    
    
    $
    296,000
    
    
    
    96,000
    
    
    $
    0
    
    
    $
    86,164Executive Officer
    
    
    2004
    
    
    $
    383,458
    
    
    $
    480,602
    
    
    $
    3,052
    
    
    $
    420,150
    
    
    
    104,000
    
    
    $
    0
    
    
    $
    95,329Lon R. Greenberg,
    
    
    2006
    
    
    $
    920,000
    
    
    $
    997,234
    
    
    $
    17,172
    
    
    $
    1,024,000
    (b)
    
    
    250,000
    
    
    $
    386,558
    
    
    $
    64,050Chairman (6)
    
    
    2005
    
    
    $
    874,565
    
    
    $
    1,634,000
    
    
    $
    16,724
    
    
    $
    1,227,000
    
    
    
    350,000
    
    
    $
    5,194,121
    
    
    $
    119,3462004
    
    
    $
    801,788
    
    
    $
    1,179,856
    
    
    $
    13,649
    
    
    $
    1,186,500
    
    
    
    360,000
    
    
    $
    0
    
    
    $
    68,344John L. Walsh, Vice
    
    
    2006
    
    
    $
    560,000
    
    
    $
    511,168
    
    
    $
    0
    
    
    $
    512,000
    (b)
    
    
    105,000
    
    
    $
    23,295
    
    
    $
    21,796Chairman (6) (7)
    
    
    2005
    
    
    $
    261,702
    
    
    $
    405,015
    
    
    $
    80,136
    
    
    $
    114,800
    (c)
    
    
    270,000
    
    
    $
    0
    
    
    $
    5,888$
    344,400
    (c)$
    688,800
    (c)$
    918,400
    (d)Jerry E. Sheridan, Vice
    
    
    2006
    
    
    $
    260,000
    
    
    $
    77,279
    
    
    $
    0
    
    
    $
    70,325
    (a)
    
    
    18,000
    
    
    $
    0
    
    
    $
    24,228President  Finance and
    
    
    2005
    
    
    $
    25,000
    
    
    $
    19,890
    
    
    $
    0
    
    
    $
    10,629
    (e)
    
    
    15,000
    
    
    $
    0
    
    
    $
    52,245Chief Financial Officer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    31,920
    (e)(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    53,211
    (e)Robert H. Knauss, Vice
    
    
    2006
    
    
    $
    275,195
    
    
    $
    197,699
    
    
    $
    1,988
    
    
    $
    153,600
    (b)
    
    
    40,000
    
    
    $
    0
    
    
    $
    12,050President and General
    
    
    2005
    
    
    $
    260,113
    
    
    $
    255,996
    
    
    $
    1,800
    
    
    $
    163,600
    
    
    
    40,000
    
    
    $
    0
    
    
    $
    15,953Counsel (6)
    
    
    2004
    
    
    $
    221,960
    
    
    $
    181,010
    
    
    $
    1,913
    
    
    $
    101,700
    
    
    
    38,000
    
    
    $
    0
    
    
    $
    9,696
 (1)
    
    Messrs. Greenberg, Walsh and Knauss participate in the UGI Annual Bonus Plan. Messrs.
Bissell and Sheridan participate in the AmeriGas Propane, Inc. Annual Bonus Plan. Awards
under both Plans are for the year reported, regardless of the year paid. Awards under both
Plans are based on the achievement of business and/or financial performance objectives that
support business plans and goals.(2)
    
    Amounts represent tax payment reimbursements benefits, except for Mr. Walsh, whose amount
in 2005 represents reimbursement of relocation expenses.
  35




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##### Table of Contents



(3) (a)
    
    Effective January 1, 2006, the Board of Directors of the General Partner approved a
phantom performance-contingent restricted Common Unit award (Restricted Units) to Messrs.
Bissell and Sheridan under the 2000 AmeriGas Propane, Inc. Long-Term Incentive Plan (AmeriGas
Plan). Each Restricted Unit represents the right to receive a Common Unit of AmeriGas
Partners or an amount based on the value of a Common Unit, if specified performance goals and
other conditions are met. Distribution Equivalents will accumulate on the Restricted Units
awarded. These Distribution Equivalents may be leveraged based on performance described
below. The performance period for the award will end on December 31, 2008. If the recipient
ceases to be employed by the General Partner before December 31, 2008, other than by reason of
retirement, disability or death, all awards of Restricted Units and Distribution Equivalents
will be forfeited. The performance requirement for the awards shown is that the Partnerships
total unitholder return (TR) during the relevant measurement period equals the median TR of
a peer group of publicly traded limited partnerships. The actual amount of the award may be
higher or lower than the original grant, or even zero, based on the Partnerships TR
percentile rank relative to that of the partnerships in the peer group. The maximum payout
potential is 200% of the original award.
 (b)
    
    Effective January 1, 2006, the Board of Directors of UGI approved performance unit
awards (Performance Units) to Messrs. Greenberg, Walsh and Knauss under the UGI
Corporation 2004 Omnibus Equity Compensation Plan (2004 Plan). Each Performance Unit
represents the right of the recipient to receive a share of UGI Common Stock (Stock) or
an amount based on the value of a share of Stock, if specified performance goals and other
conditions are met. Dividend Equivalents will accumulate on the Performance Units
awarded. A Dividend Equivalent is an amount determined by multiplying the number of
Performance Units credited to a recipients account by the per-Share cash dividend, or the
per-Share fair market value of any non-cash dividend, paid by UGI on its Shares on a
dividend payment date. These Dividend Equivalents will also be leveraged based on UGIs
total shareholder return (TSR) performance as described below and distributed when the
performance period on the Performance Units ends on December 31, 2008. If the recipient
ceases to be employed by UGI before the end of the performance period, other than by
reason of retirement, disability or death, awards of Performance Units and Dividend
Equivalents will be forfeited. The performance requirement for the awards shown is that
UGIs TSR during the relevant performance period equals the median of a peer group. The
peer group is the group of companies that comprise the S&P Utilities Index. The actual
amount of the award may be higher or lower than the original grant, or even zero, based on
UGIs TSR percentile rank relative to the companies in the S&P Utilities Index. The
maximum payout potential is 200% of the original award. The maximum number of Shares to
be issued in respect of awards of Performance Units will be the target number of Shares
originally awarded. All leverage on awards of Performance Units will be paid in cash, as
will Dividend Equivalents.(c)
    
    Effective April 1, 2005, the Board of Directors of UGI approved an award of 50,000
Performance Units under the 2004 Plan to Mr. Walsh. Dividend Equivalents will accumulate
on the Performance Units
awarded. The Units have separate performance measurement periods as follows: 5,000 Units 
January 1, 2003 through December 31, 2005; 15,000 Units  January 1, 2004 through December
31, 2006; and 30,000 Units  January 1, 2005 through December 31, 2007. The performance
requirement is the same as the TSR performance described above.(d)
    
    Effective April 1, 2005, the Board of Directors of UGI also approved an award of
40,000 Stock Units with Dividend Equivalents under the 2004 Plan to Mr. Walsh. Each Stock
Unit represents the right of Mr. Walsh to receive a share of Stock or an amount based on
the value of a share of Stock after the expiration of a restriction period. The
restriction period will end on March 31, 2007. UGI expects to pay the Stock Units
partially in cash, to the extent of tax withholding requirements. Accumulated Dividend
Equivalents will be paid in cash. If Mr. Walsh ceases to be employed by UGI or its
affiliates before the end of the applicable restriction period, other than by reason of
retirement, death or disability, the Stock Units and Dividend Equivalents will be
forfeited.(e)
    
    Effective August 15, 2005, the Board of Directors of the General Partner approved an
award of 3,000 Restricted Units under the AmeriGas Plan to Mr. Sheridan. Each Restricted
Unit represents the right of Mr. Sheridan to receive a Common Unit of AmeriGas Partners or
an amount based on the value of a Common Unit, if specified performance goals and other
conditions are met. Distribution Equivalents will accumulate on the Restricted Units
awarded. The Units have separate performance measurement periods as follows: 333 Units 
January 1, 2003 through December 31, 2005; 1,000 Units  January 1, 2004 through December
31, 2006; and 1,667 Units  January 1, 2005 through December 31, 2007. The performance
requirement is the same as the TR performance described above in footnote 3(a).
  36




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##### Table of Contents



The dollar values shown in the Restricted Unit/Stock Awards column of the table above for
all years represent the aggregate value of each award on the date of grant, determined by
multiplying the number of Performance Units and Stock Units (collectively, Restricted
Units/Shares) awarded by the closing price of a Common Unit of AmeriGas Partners, or in the
case of Messrs. Greenberg, Walsh and Knauss, by the closing price of UGI Common Stock, on
the New York Stock Exchange on the effective dates of the respective grants. The total
number of Restricted Units/Shares reflected in the table above, and the total market value
of those Restricted Units/Shares as of September 30, 2006 are as follows: Mr. Bissell,
37,000 Restricted Units  market value $1,141,820; Mr. Sheridan, 5,167 Restricted Units -
market value $159,454; Mr. Greenberg, 180,000 Restricted Shares  market value $4,401,000;
Mr. Walsh, 110,000 Restricted Shares  market value $2,689,500; and Mr. Knauss, 21,500
Restricted Shares  market value $525,675.(4)
    
    Effective January 1, 2003, The Board of Directors of UGI approved awards of Performance
Units to Mr. Greenberg under the UGI Corporation 2000 Stock Incentive Plan. Dividend
Equivalents accumulated on the Performance Units awarded and were subject to leverage based
on UGIs TSR for the performance period established for each award. The performance period
was January 1, 2003 through December 31, 2005. Mr. Walsh was granted Performance Units with
the same performance period upon joining the Company in 2005. For these awards, UGI achieved
a 59.5 TSR percentile ranking in its peer group (the companies in the S&P 500 Utilities
Index). Accordingly, a payout in the amount of 122% of the original awards was earned. The
LTIP Payout column in the Summary Compensation Table above for 2006 reflects the cash paid in
respect of the leverage above 100% of the original awards of Performance Units.Effective January 1, 2002, The Board of Directors of UGI approved three awards of restricted
 shares to Mr. Greenberg under the UGI Corporation 2000 Stock Incentive Plan. Dividend
equivalents accumulated on the restricted shares awarded and were subject to leverage
based on UGIs TSR for the performance period established for each award. The
performance periods were as follows: January 1, 2002 through December 31, 2002;
January 1, 2002 through December 31, 2003; and January 1, 2002 through December 31,
2004. The restriction period for all three awards ended on December 31, 2004. UGI
ranked first in TSR in its peer group (the companies in the S&P 500 Utilities Index)
for each performance period. Accordingly, the maximum payout potential of 200% of the
original awards was earned. The LTIP Payout column in the Summary Compensation Table
above reflects the cash paid in respect of the leverage above 100% of the original
awards of restricted stock.(5)
    
    The amounts represent contributions by the General Partner or UGI in accordance with the
provisions of the AmeriGas Propane, Inc. Employee Savings Plan (the AmeriGas Employee
Savings Plan), the UGI Utilities, Inc. Employee Savings Plan (the UGI Employee Savings
Plan), allocations under the UGI Corporation Supplemental Executive Retirement Plan (the
UGI Executive Retirement Plan), and/or allocations under the AmeriGas Propane, Inc.
Supplemental Executive Retirement Plan (the AmeriGas
Executive Retirement Plan). During fiscal years 2006, 2005 and 2004, the following
contributions were made to the Named Executives: (i) under the AmeriGas Employee Savings
Plan: Mr. Bissell, $12,731, $10,606 and $9,673; (ii) under the UGI Employee Savings Plan:
Mr. Greenberg, $4,725, $4,613 and $4,500; Mr. Knauss, $4,725, $4,613 and $4,500; (iii)
under the UGI Executive Retirement Plan: Mr. Greenberg, $52,740, $114,733 and $63,844; Mr.
Knauss, $7,227, $11,340 and $5,196 (iv) under the AmeriGas Executive Retirement Plan: Mr.
Bissell, $49,343, $75,558 and $85,656. For fiscal years 2006 and 2005, UGI made contributions
to Mr. Walsh of $4,725 and $941 under the UGI Employee Savings
Plan and $16,988 and $4,947
under the UGI Executive Retirement Plan. For fiscal years 2006 and 2005, contributions were
made to Mr. Sheridan of $1,000, and $0 under the AmeriGas
Employee Savings Plan and $23,228
and $2,245 under the AmeriGas Executive Retirement Plan. Mr. Sheridan also received a
hiring bonus of $50,000 when he joined the General Partner in 2005.(6)
    
    Compensation reported for Messrs. Greenberg, Walsh and Knauss is paid by UGI
Corporation and is attributable to their respective positions with UGI.(7)
    
    Mr. Walsh joined the General Partner on April 1, 2005.(8)
    
    Mr. Sheridan joined the General Partner on August 15, 2005.
  37




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##### Table of Contents



Option Exercises in Last Fiscal Year
  UGI Stock Option Exercises in Last Fiscal Yearand Fiscal Year-End Option ValuesNumber of SecuritiesUnderlying Unexercised
    
    
    Value of UnexercisedOptions at
    
    
    In-The-Money OptionsFiscal Year End (#)
    
    
    at Fiscal Year End (1)SharesAcquiredonExercise
    
    
    ValueName
    
    (#)
    
    
    Realized (2)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableEugene V. N. Bissell
    
    
    0
    
    
    
    0
    
    
    
    136,333
    
    
    
    163,667
    
    
    $
    1,060,384
    
    
    $
    771,386Lon R. Greenberg
    
    
    100,000
    
    
    $
    1,205,872
    
    
    
    976,666
    
    
    
    603,334
    
    
    $
    10,236,531
    
    
    $
    2,816,369John L. Walsh
    
    
    0
    
    
    
    0
    
    
    
    90,000
    
    
    
    285,000
    
    
    $
    137,700
    
    
    $
    692,250Jerry E. Sheridan
    
    
    0
    
    
    
    0
    
    
    
    5,000
    
    
    
    28,000
    
    
    $
    0
    
    
    $
    71,460Robert H. Knauss
    
    
    0
    
    
    
    0
    
    
    
    62,666
    
    
    
    79,334
    
    
    $
    527,170
    
    
    $
    359,430
 (1)
    
    The closing price of UGIs Common Stock as reported on the New York Stock Exchange
Composite tape on September 29, 2006 was $24.45 and is used in calculating the value of
unexercised options.(2)
    
    Value realized is calculated based on the difference between the option exercise price and
the closing market price of UGIs Common Stock on the date of exercise multiplied by the
number of shares to which the exercise relates.
 Option Grants in Last Fiscal Year
  Option Grants in Last Fiscal YearGrant DateIndividual Grants
    
    
    ValueNumber ofSecurities
    
    
    % of TotalUnderlying
    
    
    Options Granted
    
    
    
    
    
    
    
    
    
    
    Grant DateOptions
    
    
    to Employees in
    
    
    Exercise
    
    
    
    
    
    
    PresentName
    
    Granted
    
    
    Fiscal Year (1)
    
    
    or Base Price
    
    
    Expiration Date
    
    
    Value (2)Eugene V. N. Bissell
    
    
    65,000
    
    
    
    5.96
    %
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    $
    241,800Lon R. Greenberg
    
    
    250,000
    
    
    
    22.91
    %
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    $
    930,000John L. Walsh
    
    
    105,000
    
    
    
    9.62
    %
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    $
    390,600Jerry E. Sheridan
    
    
    18,000
    
    
    
    1.65
    %
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    $
    66,960Robert H. Knauss
    
    
    40,000
    
    
    
    3.67
    %
    
    $
    20.48
    
    
    
    12/31/2015
    
    
    $
    148,800
  38




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##### Table of Contents



(1)
    
    A total of 1,091,100 options were granted to employees and executive officers
of UGI and its subsidiaries, including the General Partner, during fiscal year 2006
under the UGI 2004 Omnibus Equity Compensation Plan. Under this Plan, the option
exercise price is not less than 100% of the fair market value of UGIs Common Stock
on the effective date of the grant. These 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 UGI or an affiliate, with exceptions for exercise following retirement,
disability and death. Options are subject to adjustment in the event of
recapitalizations, stock splits, mergers, and other similar corporate transactions
affecting UGIs Common Stock.(2)
    
    Based on the Black-Scholes options pricing model, the assumptions used
in calculating the grant date present value for all executives are as follows:
 
    
    Three years of closing monthly stock price and
dividend observations were used to calculate the stock
volatility and dividend yield assumptions.
    
    Stock volatility
    
    
    18.14
    %
    
    Stocks dividend yield
    
    
    3.39
    %
    
    Length of option term
    
    10 years
    
    Annualized risk-free interest rate
    
    
    4.51
    %
    
    Discount for risk of forfeiture
    
    3 % per year
  Retirement Benefits
   39




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##### Table of Contents



Pension Plan Benefits TableAnnual Plan Benefit for Years Credited Service Shown (2)Final 5-YearAverage Annual
    
    
    5
    
    
    10
    
    
    15
    
    
    20
    
    
    25
    
    
    30
    
    
    35
    
    
    40Earnings (1)
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Years (3)$
    200,000
    
    
    $
    19,000
    
    
    $
    38,000
    
    
    $
    57,000
    
    
    $
    76,000
    
    
    $
    95,000
    
    
    $
    114,000
    
    
    $
    133,000
    
    
    $
    136,800$
    400,000
    
    
    $
    38,000
    
    
    $
    76,000
    
    
    $
    114,000
    
    
    $
    152,000
    
    
    $
    190,000
    
    
    $
    228,000
    
    
    $
    266,000
    
    
    $
    273,600$
    600,000
    
    
    $
    57,000
    
    
    $
    114,000
    
    
    $
    171,000
    
    
    $
    228,000
    
    
    $
    285,000
    
    
    $
    342,000
    
    
    $
    399,000
    
    
    $
    410,400$
    800,000
    
    
    $
    76,000
    
    
    $
    152,000
    
    
    $
    228,000
    
    
    $
    304,000
    
    
    $
    380,000
    
    
    $
    456,000
    
    
    $
    532,000
    
    
    $
    547,200$
    1,000,000
    
    
    $
    95,000
    
    
    $
    190,000
    
    
    $
    285,000
    
    
    $
    380,000
    
    
    $
    475,000
    
    
    $
    570,000
    
    
    $
    665,000
    
    
    $
    684,000$
    1,200,000
    
    
    $
    114,000
    
    
    $
    228,000
    
    
    $
    342,000
    
    
    $
    456,000
    
    
    $
    570,000
    
    
    $
    684,000
    
    
    $
    798,000
    
    
    $
    820,800$
    1,400,000
    
    
    $
    133,000
    
    
    $
    266,000
    
    
    $
    399,000
    
    
    $
    532,000
    
    
    $
    665,000
    
    
    $
    798,000
    
    
    $
    931,000
    
    
    $
    957,600$
    1,600,000
    
    
    $
    152,000
    
    
    $
    304,000
    
    
    $
    456,000
    
    
    $
    608,000
    
    
    $
    760,000
    
    
    $
    912,000
    
    
    $
    1,064,000
    
    
    $
    1,094,400$
    1,800,000
    
    
    $
    171,000
    
    
    $
    342,000
    
    
    $
    513,000
    
    
    $
    684,000
    
    
    $
    855,000
    
    
    $
    1,026,000
    
    
    $
    1,197,000
    
    
    $
    1,231,200$
    2,000,000
    
    
    $
    190,000
    
    
    $
    380,000
    
    
    $
    570,000
    
    
    $
    760,000
    
    
    $
    950,000
    
    
    $
    1,140,000
    
    
    $
    1,330,000
    
    
    $
    1,368,000$
    2,200,000
    
    
    $
    209,000
    
    
    $
    418,000
    
    
    $
    627,000
    
    
    $
    836,000
    
    
    $
    1,045,000
    
    
    $
    1,254,000
    
    
    $
    1,463,000
    
    
    $
    1,504,800$
    2,400,000
    
    
    $
    228,000
    
    
    $
    456,000
    
    
    $
    684,000
    
    
    $
    912,000
    
    
    $
    1,140,000
    
    
    $
    1,368,000
    
    
    $
    1,596,000
    
    
    $
    1,641,600$
    2,600,000
    
    
    $
    247,000
    
    
    $
    494,000
    
    
    $
    741,000
    
    
    $
    988,000
    
    
    $
    1,235,000
    
    
    $
    1,482,000
    
    
    $
    1,729,000
    
    
    $
    1,778,400$
    2,800,000
    
    
    $
    266,000
    
    
    $
    532,000
    
    
    $
    798,000
    
    
    $
    1,064,000
    
    
    $
    1,330,000
    
    
    $
    1,596,000
    
    
    $
    1,862,000
    
    
    $
    1,915,200$
    3,000,000
    
    
    $
    285,000
    
    
    $
    570,000
    
    
    $
    855,000
    
    
    $
    1,140,000
    
    
    $
    1,425,000
    
    
    $
    1,710,000
    
    
    $
    1,995,000
    
    
    $
    2,052,000$
    3,200,000
    
    
    $
    304,000
    
    
    $
    608,000
    
    
    $
    912,000
    
    
    $
    1,216,000
    
    
    $
    1,520,000
    
    
    $
    1,824,000
    
    
    $
    2,128,000
    
    
    $
    2,188,800$
    3,400,000
    
    
    $
    323,000
    
    
    $
    646,000
    
    
    $
    969,000
    
    
    $
    1,292,000
    
    
    $
    1,615,000
    
    
    $
    1,938,000
    
    
    $
    2,261,000
    
    
    $
    2,325,600$
    3,600,000
    
    
    $
    342,000
    
    
    $
    684,000
    
    
    $
    1,026,000
    
    
    $
    1,368,000
    
    
    $
    1,710,000
    
    
    $
    2,052,000
    
    
    $
    2,394,000
    
    
    $
    2,462,400$
    3,800,000
    
    
    $
    361,000
    
    
    $
    722,000
    
    
    $
    1,083,000
    
    
    $
    1,444,000
    
    
    $
    1,805,000
    
    
    $
    2,166,000
    
    
    $
    2,527,000
    
    
    $
    2,599,200$
    4,000,000
    
    
    $
    380,000
    
    
    $
    760,000
    
    
    $
    1,140,000
    
    
    $
    1,520,000
    
    
    $
    1,900,000
    
    
    $
    2,280,000
    
    
    $
    2,660,000
    
    
    $
    2,736,000
 (1)
    
    Consists of (i) base salary, commissions and cash payments under the Annual Bonus Plan, and
(ii) deferrals thereof permitted under the Code.(2)
    
    Annual benefits are computed on the basis of straight life annuity amounts. These amounts
include pension benefits, if any, to which a participant may be entitled as a result of
participation in a pension plan of a subsidiary during previous periods
of employment. The amounts shown do not take into account exclusion of up to 35% of the
estimated primary Social Security benefit. The Retirement Plan provides a minimum benefit equal
to 25% of a participants final 12-months earnings, reduced proportionately for less than 15
years of credited service at retirement. The minimum Retirement Plan benefit is not subject to
Social Security offset.(3)
    
    The maximum benefit under the Retirement Plan and the UGI Supplemental Executive Retirement
Plan is equal to 60% of a participants highest consecutive 12 months earnings during the
last 120 months.
 Severance Pay Plan for Senior Executive Employees
 Named Executives Employed by UGI Corporation.
  40




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Named Executives Employed by AmeriGas Propane.
   41




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Change of Control Arrangements
 Named Executives Employed By UGI Corporation.
   42




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Named Executives Employed by the General Partner.
    43




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##### Table of Contents



Board of Directors
  Annual retainer for non- management directors
    
    $
    55,000Additional annual retainer for Audit Committee 
members (other than the Chairman)
    
    $
    10,000Additional annual retainer for Audit Committee 
Chairman
    
    $
    15,000
  Compensation/Pension Committee
   44




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY
HOLDER MATTERS
 Ownership of Limited Partnership Units by Certain Beneficial Owners
  Amount andNature ofBeneficialName and Address (1)
    
    Ownership of
    
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    Partnership Units
    
    
    of ClassCommon Units
    
    UGI Corporation
    
    
    24,525,004
    (2)
    
    
    43
    %AmeriGas, Inc.
    
    
    24,525,004
    (3)
    
    
    43
    %AmeriGas Propane, Inc.
    
    
    24,525,004
    (4)
    
    
    43
    %Petrolane Incorporated
    
    
    7,839,911
    (4)
    
    
    14
    %
 (1)
    
    The address of each of UGI and AmeriGas Propane, Inc. 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
Corporation and AmeriGas, Inc.
  45




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##### Table of Contents



Ownership of Partnership Common Units by the Directors and Named Executive Officers of the
General Partner
  Amount and Nature ofName of
    
    Beneficial Ownership ofBeneficial Owner
    
    Partnership Common Units (1)Lon R. Greenberg
    
    
    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
    
    
    22,273
    (4)Robert H. Knauss
    
    
    13,108Jerry E. Sheridan
    
    
    3,388
    (5)Howard B. Stoeckel
    
    
    0Directors and executive officers as a group (15 persons)
    
    
    61,692
 (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.
  46




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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
    
    638,177(2)
    
    976,666
    
    1,614,783John L. Walsh
    
    29,280(3)
    
    90,000
    
    119,280Stephen D. Ban
    
    59,670(4)
    
    49,500
    
    109,170Richard C. Gozon
    
    101,426(4)
    
    75,900
    
    177,326James W. Stratton
    
    77,381(4)(5)
    
    75,900
    
    153,281Gregory A. Pratt
    
    0
    
    0
    
    0William J. Marrazzo
    
    0
    
    0
    
    0Howard B. Stoeckel
    
    0
    
    0
    
    0Eugene V. N. Bissell
    
    66,380(6)
    
    136,333
    
    202,713Robert H. Knauss
    
    22,512
    
    62,667
    
    85,179Jerry E. Sheridan
    
    2,547(7)
    
    5,000
    
    7,547Directors and
executive officers
as a group (15
persons)
    
    1,037,387
    
    1,588,134
    
    2,625,521
 (1)
    
    Sole voting and investment power unless otherwise specified.(2)
    
    Mr. Greenberg holds 315,360 shares jointly with his spouse and 20,611 shares are
represented by units held in the UGI Stock Fund of the 401(k) Employee Savings Plan.(3)
    
    Mr. Walsh holds these shares jointly with his spouse.(4)
    
    Included in the number of shares shown are Stock Units (Units) acquired through the
UGI Corporation 1997 Directors Equity Compensation Plan and the 2004 Omnibus Equity
Compensation Plan. Effective January 1, 2004, the Directors Equity Compensation Plan was
merged into the 2004 Plan. Each Unit will be in the form of shares of UGI Common Stock
(65%) and cash (35%) and paid out to directors upon their retirement or termination of
service. The number of Units included for the directors is as follows: Messrs. Ban 43,174,
Gozon 74,818 and Stratton 55,773.(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.
  47




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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)
    
    
    113,517
    
    
    
    0
    
    
    
    497,722Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    113,517
    
    
    
    0
    
    
    
    497,722
 (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
    48




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2006
    
    
    2005Audit Fees1
    
    $
    1,311,595
    
    
    $
    1,634,000Audit-Related Fees
    
    
    - 0 -
    
    
    
    - 0 -Tax Fees2
    
    
    478,795
    
    
    
    555,334All Other Fees
    
    
    - 0 -
    
    
    
    - 0 -Total Fees for Services Provided
    
    $
    1,790,390
    
    
    $
    2,189,334
 
 1
 2
    
 PART IV:
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents filed as part of this report:
 (1) and (2) Financial Statements and Financial Statement Schedules
   50




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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)3.2
    
    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
  51




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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)
    
    
    10.1*10.2
    
    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*10.3
    
    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, 199510.4**
    
    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
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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, as amended May 24, 2005
    
    UGI Corporation
    
    Form 10-K (9/30/06)
    
    
    10.1710.13**
    
    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
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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 Annual Bonus Plan dated March 8, 1996
    
    UGI Corporation
    
    Form 10-Q (6/30/96)
    
    
    10.410.19**
    
    AmeriGas Propane, Inc. Annual Bonus Plan effective
October 1, 1998
    
    AmeriGas Partners,
L.P.
    
    Form 10-K (9/30/99)
    
    
    10.17*10.20**
    
    AmeriGas 2000 Plan Restricted Unit Grant Letter
dated as of January 1, 200610.21**
    
    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)
    
    
    10.3910.25**
    
    AmeriGas Propane, Inc. Supplemental Executive
Retirement Plan, Amended and Restated as of March 1,
2005
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (3/31/05)
    
    
    10.110.26**
    
    Description of AmeriGas Propane, Inc. Supplemental
Executive Retirement Plan, amended July 24, 2006
    
    AmeriGas Partners,
L.P.
    
    Form 10-Q (6/30/06)
    
    
    10.210.27**
    
    UGI Corporation Supplemental Executive Retirement
Plan Amended and Restated effective October 1, 1996
    
    UGI Corporation
    
    Form 10-Q (6/30/98)
    
    
    1010.28**
    
    Description of July 25, 2006 Amendment to the UGI
Corporation Supplemental Executive Retirement Plan
    
    UGI Corporation
    
    Form 10-Q (6/30/06)
    
    
    10.210.29**
    
    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
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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
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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)
    
    
    10.46*10.43**
    
    Summary of Director Compensation*13
    
    Pages 10 through 26 of the 2006 Annual Report to
Unitholders14
    
    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, 2006, 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, 2006, 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, 2006, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith.
 **
    
    As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or arrangement.
  56




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##### Table of Contents



SIGNATURES
  AMERIGAS PARTNERS, L.P.By:
    
    AmeriGas Propane, Inc.,Its General PartnerDate: December 4, 2006
    
    By:
    
    /s/ Jerry E. SheridanJerry E. SheridanVice President  Financeand Chief Financial Officer
  Signature
    
    Title/s/ Eugene V. N. Bissell

Eugene V. N. Bissell
    
    President
and Chief Executive Officer
(Principal Executive Officer)
and Director/s/ Lon R. Greenberg
    
    Chairman and DirectorLon R. Greenberg/s/  John L. Walsh
    
    Vice Chairman and DirectorJohn L. Walsh/s/ Jerry E. Sheridan

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

William J. Stanczak
    
    Controller and Chief
Accounting Officer
(Principal Accounting Officer)
  57




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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
  58




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AMERIGAS PARTNERS, L.P.
      F-1




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   Annual ReportForm 10-K
    
    to Unitholders(page)
    
    (page)AmeriGas Partners, L.P. and SubsidiariesManagements Report on Internal Control over Financial Reporting
    
    Exhibit 13
    
    26Financial Statements:Report of Independent Registered Public Accounting Firm
    
    Exhibit 13
    
    25Consolidated Balance Sheets as of September 30,
2006 and 2005
    
    Exhibit 13
    
    10Consolidated Statements of Operations for the years
ended September 30, 2006, 2005 and 2004
    
    Exhibit 13
    
    11Consolidated Statements of Cash Flows for the years
ended September 30, 2006, 2005 and 2004
    
    Exhibit 13
    
    12Consolidated Statements of Partners Capital for the
years ended September 30, 2006, 2005 and 2004
    
    Exhibit 13
    
    13Notes to Consolidated Financial Statements
    
    Exhibit 13
    
    14-24Supplementary Data (unaudited):Quarterly Data for the years ended
September 30, 2006 and 2005
    
    Exhibit 13
    
    24Financial Statements Schedules:I -          Condensed Financial Information of Registrant
(Parent Company)
    
    S-1 to S-3II -          Valuation and Qualifying Accounts
    
    S-4 to S-5Report of Independent Registered Public Accounting
Firm on Financial Statement Schedules
    
    S-6
  F-2




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
    F-3




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 September 30,2006
    
    
    2005ASSETSCurrent assets:Cash
    
    $
    1,484
    
    
    $
    8,806Total current assets
    
    
    1,484
    
    
    
    8,806Investment in AmeriGas Propane, L.P.
    
    
    1,017,959
    
    
    
    833,289Other assets
    
    
    10,649
    
    
    
    4,921Total assets
    
    $
    1,030,092
    
    
    $
    847,016LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and other liabilities
    
    $
    8,078
    
    
    $
    4,032Accrued interest
    
    
    20,496
    
    
    
    15,695Total current liabilities
    
    
    28,574
    
    
    
    19,727Long-term debt
    
    
    779,863
    
    
    
    489,872Commitments and contingenciesPartners capital:Common unitholders
    
    
    250,637
    
    
    
    289,396General partner
    
    
    2,532
    
    
    
    2,920Accumulated other comprehensive income (loss)
    
    
    (31,514
    )
    
    
    45,101Total partners capital
    
    
    221,655
    
    
    
    337,417Total liabilities and partners capital
    
    $
    1,030,092
    
    
    $
    847,016Commitments and Contingencies:The only scheduled principal repayment of long-term debt during the next five fiscal years ending September 30 is
$14,640 due May 2011.
  S-1




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 YearEndedSeptember 30,2006
    
    
    2005
    
    
    2004Operating (income) expenses, net
    
    $
    151
    
    
    $
    42
    
    
    $
    (256
    )Loss on extinguishments of debt
    
    
    (2,702
    )
    
    
    (33,602
    )
    
    
    Interest expense
    
    
    (51,648
    )
    
    
    (39,834
    )
    
    
    (39,639
    )Loss before income taxes
    
    
    (54,199
    )
    
    
    (73,394
    )
    
    
    (39,895
    )Income tax expense
    
    
    40
    
    
    
    60
    
    
    
    66Loss before equity in income of AmeriGas Propane, L.P.
    
    
    (54,239
    )
    
    
    (73,454
    )
    
    
    (39,961
    )Equity in income of AmeriGas Propane, L.P.
    
    
    145,397
    
    
    
    134,299
    
    
    
    131,815Net income
    
    $
    91,158
    
    
    $
    60,845
    
    
    $
    91,854General partners interest in net income
    
    $
    912
    
    
    $
    608
    
    
    $
    919Limited partners interest in net income
    
    $
    90,246
    
    
    $
    60,237
    
    
    $
    90,935Income per limited partner unit  basic and diluted:
    
    $
    1.59
    
    
    $
    1.10
    
    
    $
    1.71Average limited partner units outstanding  basic (thousands)
    
    
    56,797
    
    
    
    54,602
    
    
    
    53,097Average limited partner units outstanding  diluted (thousands)
    
    
    56,835
    
    
    
    54,655
    
    
    
    53,172
  S-2




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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
 
 YearEndedSeptember 30,2006
    
    
    2005
    
    
    2004NET CASH PROVIDED BY OPERATING ACTIVITIES (a)
    
    $
    121,814
    
    
    $
    90,307
    
    
    $
    117,425CASH FLOWS FROM INVESTING ACTIVITIES:Contributions to AmeriGas Propane, L.P.
    
    
    (282,207
    )
    
    
    (73,415
    )
    
    
    (82,493
    )Net cash used by investing activities
    
    
    (282,207
    )
    
    
    (73,415
    )
    
    
    (82,493
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (130,805
    )
    
    
    (122,186
    )
    
    
    (117,538
    )Issuance of long-term debt
    
    
    343,875
    
    
    
    410,550
    
    
    
    30,135Repayments of long-term debt
    
    
    (60,000
    )
    
    
    (373,360
    )
    
    
    Proceeds from issuance of Common Units
    
    
    
    
    
    
    72,675
    
    
    
    51,197Capital contribution from General Partner
    
    
    1
    
    
    
    734
    
    
    
    517Net cash provided (used) by financing activities
    
    
    153,071
    
    
    
    (11,587
    )
    
    
    (35,689
    )(Decrease) increase in cash and cash equivalents
    
    $
    (7,322
    )
    
    $
    5,305
    
    
    $
    (757
    )CASH AND CASH EQUIVALENTS:End of year
    
    $
    1,484
    
    
    $
    8,806
    
    
    $
    3,501Beginning of year
    
    
    8,806
    
    
    
    3,501
    
    
    
    4,258(Decrease) increase
    
    $
    (7,322
    )
    
    $
    5,305
    
    
    $
    (757
    )
 (a)
    
    Includes distributions received from AmeriGas Propane, L.P. of $171,510, $161,058, and $155,488, for
the years ended September 30, 2006, 2005 and 2004, respectively.
  S-3




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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, 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)
 Year 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)
  S-4




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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, 2004Reserves deducted from assets in
the consolidated balance sheet:Allowance for doubtful accounts
    
    $
    9,192
    
    
    $
    9,772
    
    
    $
    (8,819
    )(1)
    
    $
    11,9641,819
    (4)Other reserves:Self-insured property and casualty
liability
    
    $
    45,856
    
    
    $
    22,166
    
    
    $
    (15,585
    )(2)
    
    $
    53,172735
    (3)Insured property and casualty liability
    
    $
    627
    
    
    $
    
    
    
    $
    
    
    
    $
    627Environmental, litigation and other
    
    $
    12,358
    
    
    $
    1,730
    
    
    $
    (3,325
    )(2)
    
    $
    10,888125
    (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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Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules
 
  
  S-6




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.2
    
    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, 200610.3
    
    Release of Liens and Termination of Security Documents dated as of November 6, 2006 by
and among AmeriGas Propane, Inc., Petrolane Incorporated, AmeriGas Propane, L.P., AmeriGas
Propane Parts & Service, Inc. and Wachovia Bank, National Association, as Collateral Agent
for the Secured Creditors, pursuant to the Intercreditor and Agency Agreement dated as of
April 19, 199510.20
    
    AmeriGas 2000 Plan Restricted Unit Grant Letter dated as of January 1, 200610.43
    
    Summary of Director Compensation13
    
    Pages 10 through 26 of the 2006 Annual Report to Unitholders21
    
    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 Act