Summary of AMERIGAS PARTNERS LP

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS Information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may," "will," or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost always vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the following important factors which could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) adverse weather conditions resulting in reduced demand; (2) cost volatility and availability of propane, and the capacity to transport propane to our market areas; (3) the availability of, and our ability to consummate, acquisition or combination opportunities; (4) successful integration and future performance of acquired assets or businesses; (5) changes in laws and regulations, including safety, tax and accounting matters; (6) competitive pressures from the same and alternative energy sources; (7) failure to acquire new customers thereby reducing or limiting any increase in revenues; (8) liability for environmental claims;
(9) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand;
(10) adverse labor relations; (11) large customer, counter-party or supplier defaults; (12) liability in excess of insurance coverage for personal injury and property damage arising from explosions and other catastrophic events, including acts of terrorism, resulting from operating hazards and risks incidental to transporting, storing and distributing propane, butane and ammonia;
(13) political, regulatory and economic conditions in the United States and foreign countries; (14) capital market conditions, including, reduced access to capital markets and interest rate fluctuations; (15) changes in commodity market prices resulting in significantly higher cash collateral requirements; and
(16) the impact of pending and future legal proceedings. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.

- 21 -

Table of Contents

AMERIGAS PARTNERS, L.P. ANALYSIS OF RESULTS OF OPERATIONS The following analyses compare the Partnership's results of operations for
(1) the three months ended June 30, 2009 ("2009 three-month period") with the three months ended June 30, 2008 ("2008 three-month period") and (2) the nine months ended June 30, 2009 ("2009 nine-month period") with the nine months ended June 30, 2008 ("2008 nine-month period"). Executive Overview
Our net loss for the 2009 three-month period increased to $13.5 million from a loss of $8.8 million in the prior-year three-month period primarily as a result of lower total margin on lower retail volumes sold partially offset by slightly lower total operating expenses. Temperatures based upon heating degree days were approximately 3.1% warmer than normal in the 2009 three-month period compared with temperatures that were 8.1% colder than normal in the prior-year three-month period. Average wholesale propane commodity prices were approximately 57% lower for the three months ended June 30, 2009 compared with the prior year period. Retail volumes sold in the 2009 three-month period were lower than in the prior-year three-month period reflecting the effects of the significant deterioration in general economic activity, customer conservation and the effects of the warmer weather. Total margin declined due in large part to the lower retail volumes sold. However average retail propane unit margins were higher in the 2009 three-month period reflecting the significantly lower and less volatile propane product costs.
Our net income for the 2009 nine-month period increased to $258.3 million from $178.5 million in the prior-year nine-month period. The 2009 nine-month period net income includes a $39.5 million gain on the sale of our California storage facility in November 2008. As previously mentioned, wholesale propane commodity prices declined more than 50% during the first three months of Fiscal 2009 and have generally remained at lower and less volatile levels since January 2009. Average wholesale propane prices in the nine-months ended June 30, 2009 were approximately 50% lower than such prices during the prior-year nine-month period. Notwithstanding the benefits from the acquisition of the assets of Penn Fuel Propane, LLC ("Penn Fuel Acquisition") and 2009 nine-month period temperatures that were slightly colder than last year, our retail volumes were lower reflecting the effects of the significant deterioration in general economic activity and customer conservation. Although retail volumes were lower, total margin was greater in the 2009 nine-month period reflecting higher than normal retail unit margins resulting from a rapid decline in propane product costs that occurred early in the year.

- 22 -

Table of Contents

                            AMERIGAS PARTNERS, L.P.
2009 three-month period compared with 2008 three-month period

Three Months Ended June 30,                  2009           2008               Decrease
(millions of dollars)

Gallons sold (millions):
Retail                                         160.0          180.7         (20.7 )       (11.5 )%
Wholesale                                       17.3           18.0          (0.7 )        (3.9 )%

                                               177.3          198.7         (21.4 )       (10.8 )%


Revenues:
Retail propane                             $   318.7      $   456.8     $  (138.1 )       (30.2 )%
Wholesale propane                               14.5           31.7         (17.2 )       (54.3 )%
Other                                           39.5           46.6          (7.1 )       (15.2 )%

                                           $   372.7      $   535.1     $  (162.4 )       (30.3 )%


Total margin (a)                           $   162.3      $   172.2     $    (9.9 )        (5.7 )%
EBITDA (b)                                 $    25.4      $    29.7     $    (4.3 )       (14.5 )%
Operating income                           $     4.3      $     9.6     $    (5.3 )       (55.2 )%
Net loss                                   $   (13.5 )    $    (8.8 )   $    (4.7 )        53.4 %
Heating degree days - % (warmer) colder
than normal (c)                                 (3.1 )%         8.1 %           -             -

(a) Total margin represents total revenues less cost of sales - propane and cost of sales
- other.

(b) Earnings before interest expense, income taxes, depreciation and amortization
("EBITDA") should not be considered as an alternative to net income (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States of America ("GAAP"). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership's operating performance with other companies within the propane industry and
(2) assess its ability to meet loan covenants. The Partnership's definition of EBITDA may be different from that used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income for the relevant years. Management also uses EBITDA to assess the Partnership's profitability because its parent, UGI Corporation, uses the Partnership's
EBITDA to assess the profitability of the Partnership.
UGI
Corporation
discloses the
Partnership's
EBITDA as the
profitability
measure to
comply with
the
requirement in
Statement of
Financial
Accounting
Standards
No. 131,
"Disclosures
about Segments
of an
Enterprise and
Related
Information,"
to provide
profitability
information
about its
domestic
propane
segment.

The following table includes reconciliations of net income to EBITDA for the periods presented:

                                            Three Months Ended
                                                 June 30,
                                             2009           2008

                     Net loss             $    (13.5 )     $ (8.8 )
                     Income tax expense          0.7          0.2
                     Interest expense           17.2         18.1
                     Depreciation               19.7         19.0
                     Amortization                1.3          1.2

                     EBITDA               $     25.4       $ 29.7

(c) Deviation from average heating degree days for the 30-year period 1971-2000 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration ("NOAA") for 335 airports in the United States, excluding Alaska. Prior year data has been adjusted to correct a NOAA error.

- 23 -

Table of Contents

AMERIGAS PARTNERS, L.P. Based upon heating degree-day data, average temperatures in our service territories were 3.1% warmer than normal during the 2009 three-month period compared with temperatures in the prior-year period that were 8.1% colder than normal. Notwithstanding the benefit of the October 1, 2008 Penn Fuel Acquisition, retail gallons sold were lower than the prior-year period reflecting, among other things, the adverse effects of the significant deterioration in general economic activity which has occurred over the last year, continued customer conservation and the warmer spring weather. Retail propane revenues declined $138.1 million during the 2009 three-month period reflecting a $85.8 million decrease due to lower average selling prices and a $52.3 million decrease as a result of the lower retail volumes sold. Wholesale propane revenues declined $17.2 million principally reflecting the decrease in year-over-year wholesale selling prices. Average wholesale propane commodity prices at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 57% lower in the 2009 three-month period than such prices in the 2008 three-month period reflecting a precipitous decline in such prices during the first quarter of Fiscal 2009 following a substantial increase in prices during most of the second half of Fiscal 2008. Total cost of sales decreased $152.6 million to $210.3 million principally reflecting the effects of the lower propane product costs and lower sales.
Total margin was $9.9 million lower in the 2009 three-month period as the effects on total margin from the lower retail sales were partially offset by higher than normal retail unit margins resulting from the previously mentioned significantly lower and less volatile propane product costs.
EBITDA during the 2009 three-month period was $25.4 million compared with EBITDA of $29.7 million in the 2008 three-month period. The lower 2009 three-month period EBITDA reflects the previously mentioned $9.9 million decrease in total margin partially offset by lower operating and administrative expenses. The lower operating and administrative expenses reflect in large part lower vehicle fuel expense and lower required allowances for uncollectible accounts partially offset by greater compensation and benefits expenses including incremental expenses resulting from the Penn Fuel Acquisition.
Operating income decreased $5.3 million reflecting the $4.3 million decrease in EBITDA and slightly higher depreciation and amortization expense associated with acquisitions and plant and equipment expenditures made since the prior year. Net loss increased $4.7 million during the 2009 three-month period largely reflecting the decrease in operating income and higher income tax expense partially offset by lower interest expense on bank loan borrowings.

- 24 -

Table of Contents

                            AMERIGAS PARTNERS, L.P.
2009 nine-month period compared with 2008 nine-month period

                                                                               Increase
Nine Months Ended June 30,               2009            2008                 (Decrease)
(millions of dollars)

Gallons sold (millions):
Retail                                     781.1           828.2           (47.1 )         (5.7 )%
Wholesale                                   99.4            90.4             9.0           10.0 %

                                           880.5           918.6           (38.1 )         (4.1 )%


Revenues:
Retail propane                         $ 1,694.3       $ 2,000.0       $  (305.7 )        (15.3 )%
Wholesale propane                           97.7           148.5           (50.8 )        (34.2 )%
Other                                      131.1           141.5           (10.4 )         (7.3 )%

                                       $ 1,923.1       $ 2,290.0       $  (366.9 )        (16.0 )%


Total margin (a)                       $   793.3       $   744.7       $    48.6            6.5 %
EBITDA (b)                             $   376.7       $   294.5       $    82.2           27.9 %
Operating income                       $   317.2       $   236.8       $    80.4           34.0 %
Net income                             $   258.3       $   178.5       $    79.8           44.7 %
Heating degree days - %
(warmer) than normal (c)                    (1.9 )%         (2.2 )%            -              -

(a) Total margin represents total revenues less cost of sales - propane and cost of sales
- other.

The following table includes reconciliations of net income to EBITDA for the periods presented:

                                            Nine Months Ended
                                                 June 30,
                                             2009         2008

                     Net income           $    258.3     $ 178.5
                     Income tax expense          2.1         0.9
                     Interest expense           53.7        55.1
                     Depreciation               58.7        56.5
                     Amortization                3.9         3.5

                     EBITDA               $    376.7     $ 294.5

- 25 -

Table of Contents

AMERIGAS PARTNERS, L.P. Based upon heating degree-day data, average temperatures in our service territories were 1.9% warmer than normal during the 2009 nine-month period compared with temperatures in the prior-year period that were 2.2% warmer than normal. Notwithstanding the slightly colder 2009 nine-month period weather and the benefit of the Penn Fuel Acquisition on October 1, 2008, retail gallons sold were 5.7% lower than the prior-year period reflecting, among other things, the adverse effects of the significant deterioration in general economic activity which has occurred over the last year and continued customer conservation. Retail propane revenues declined $305.7 million during the 2009 nine-month period reflecting a $192.0 million decrease due to lower average selling prices and a $113.7 million decrease as a result of the lower retail volumes sold. Wholesale propane revenues declined $50.8 million reflecting a $65.6 million decrease from lower wholesale selling prices partially offset by a $14.8 million increase from higher wholesale volumes sold. Wholesale propane commodity prices at Mont Belvieu, Texas were more than 50% lower in the 2009 nine-month period compared with such prices in the 2008 nine-month period reflecting the effects of a precipitous decline in wholesale propane prices during the first fiscal quarter of Fiscal 2009 following a substantial increase in prices during most of the second half of Fiscal 2008. Total cost of sales decreased $415.5 million to $1,129.8 million principally reflecting the effects of the lower propane product costs.
Total margin was $48.6 million greater in the 2009 nine-month period reflecting the beneficial impact of higher than normal retail unit margins resulting from the previously mentioned rapid decline in propane product costs that occurred primarily during the first quarter of the 2009 nine-month period.
EBITDA during the 2009 nine-month period was $376.7 million compared with EBITDA of $294.5 million in the 2008 nine-month period. The 2009 nine-month period EBITDA includes a $39.9 million pre-tax gain from the sale of the Partnership's California LPG storage facility. In addition to the gain from the sale of the California LPG storage facility, the 2009 nine-month period EBITDA reflects the previously mentioned $48.6 million increase in total margin partially offset by slightly higher operating and administrative expenses and slightly lower other income. The slightly higher operating and administrative expenses reflect in large part higher compensation and benefit expenses including incremental expenses associated with the Penn Fuel Acquisition and slightly higher general insurance expenses substantially offset by lower vehicle fuel expenses. Operating income increased $80.4 million reflecting the $82.2 million increase in EBITDA partially offset by slightly higher depreciation and amortization expense associated with acquisitions and plant and equipment expenditures made since the prior year. Net income increased $79.8 million during the 2009 nine-month period principally reflecting the increase in operating income.

- 26 -

Table of Contents

AMERIGAS PARTNERS, L.P. FINANCIAL CONDITION AND LIQUIDITY Financial Condition
The Partnership's debt outstanding at June 30, 2009 totaled $863.4 million (including current maturities of long-term debt of $1.6 million) compared with total debt outstanding of $933.4 million (including current maturities of long-term debt of $71.5 million) at September 30, 2008. Total debt outstanding at June 30, 2009 includes long-term debt comprising $779.7 million of AmeriGas Partners' Senior Notes, $80.0 million of AmeriGas OLP First Mortgage Notes and $3.7 million of other long-term debt. At June 30, 2009, there were no amounts borrowed under AmeriGas OLP's credit agreements (as further described below). In March 2009, AmeriGas OLP repaid $70 million of its First Mortgage Notes with cash generated from operations.
AmeriGas OLP's short-term borrowing needs are seasonal and are typically greatest during the fall and winter heating-season months due to the need to fund higher levels of working capital. In addition, a rapid and precipitous decline in commodity propane prices in late Fiscal 2008 which continued into Fiscal 2009 resulted in greater cash needed by the Partnership to fund counterparty collateral requirements primarily during the first quarter of Fiscal 2009. These collateral requirements were associated with derivative financial instruments used by the Partnership to manage market price risk associated with fixed sales price commitments to customers principally during the heating-season months of October through March. At June 30, 2009, the Partnership had no outstanding collateral deposits associated with these derivative financial instruments.
In order to meet its short-term cash needs, AmeriGas OLP has a $200 million credit agreement ("Credit Agreement") which expires on October 15, 2011. In addition, on November 14, 2008, AmeriGas OLP entered into a $50 million revolving credit agreement with two major banks ("Supplemental Credit Agreement") which was terminated on April 17, 2009 in conjunction with the signing of a new $75 million revolving credit facility described below. AmeriGas OLP's Credit Agreement consists of (1) a $125 million Revolving Credit Facility and (2) a $75 million Acquisition Facility. The Revolving Credit Facility may be used for working capital and general purposes of AmeriGas OLP. The Acquisition Facility provides AmeriGas OLP with the ability to borrow up to $75 million to finance the purchase of propane businesses or propane business assets or, to the extent it is not so used, for working capital and general purposes, subject to restrictions in the AmeriGas OLP First Mortgage Notes. The Supplemental Credit Agreement permitted AmeriGas OLP to borrow up to $50 million for working capital and general purposes.
In order to maintain increased liquidity, on April 17, 2009, AmeriGas OLP voluntarily terminated its Supplemental Credit Agreement and entered into a new $75 million unsecured revolving credit facility ("2009 Supplemental Credit Agreement") with three major banks. The 2009 Supplemental Credit Agreement expires on July 1, 2010 and permits AmeriGas OLP to borrow up to $75 million for working capital and general purposes. Except for more restrictive covenants regarding the incurrence of additional indebtedness by AmeriGas OLP, the 2009 Supplemental Credit Agreement has restrictive covenants substantially similar to AmeriGas OLP's Credit Agreement.
There were no borrowings outstanding under the credit agreements at June 30, 2009. Issued and outstanding letters of credit under the Revolving Credit Facility, which reduce the amount available for borrowings, totaled $37.0 million at June 30, 2009. The average daily and peak bank loan borrowings outstanding under the credit agreements during the 2009 nine-month period were $58.3 million and $184.5 million, respectively. The average daily and peak bank loan borrowings outstanding under the Credit Agreement during the 2008 nine-month period were $47.4 million and $101 million, respectively. At June 30, 2009, the Partnership's available borrowing capacity under the credit agreements was $238.0 million.

- 27 -

Table of Contents

AMERIGAS PARTNERS, L.P. Based on existing cash balances, cash expected to be generated from operations, and borrowings available under AmeriGas OLP's Credit Agreement and the 2009 Supplemental Credit Agreement, the Partnership's management believes that the Partnership will be able to meet its anticipated contractual commitments and projected cash needs during Fiscal 2009.
During the nine months ended June 30, 2009, the Partnership declared and paid quarterly distributions on all limited partner units at a rate of $0.64 per Common Unit for each of the quarters ended December 31, 2008 and September 30, 2008 and at a rate of $0.67 per Common Unit for the quarter ended March 31, 2009. On July 27, 2009, the General Partners' Board of Directors approved a distribution of $0.84 per Common Unit payable on August 18, 2009 to unitholders of record on August 10, 2009. This distribution includes the regular quarterly distribution of $0.67 per Common Unit and $0.17 per Common Unit reflecting a one-time distribution of a portion of the proceeds from the Partnership's sale of its California storage facility in November 2008. The ability of the Partnership to declare and pay the quarterly distribution on its Common Units in the future depends upon a number of factors. These factors include (1) the level . . .