Ferrellgas Partners, L.P. (Form: 8-K)

Ferrellgas, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of January 31, 2006 and July 31, 2005

FERRELLGAS, INC. AND SUBSIDIARIES
(a wholly-owned subsidiary of Ferrell Companies, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)


	January 31,			July 31,
ASSETS	2006			2005
Current assets:
Cash and cash equivalents	$	30,790		$	21,023
Accounts and notes receivable, net		118,705			107,778
Inventories		138,267			97,743
Prepaid expenses and other current assets		15,811			12,861

Total current assets		303,573			239,405
Property, plant and equipment, net		797,237			819,230
Goodwill		468,013			468,350
Intangible assets, net		254,474			255,277
Other assets, net		12,807			13,930

Total assets	$	1,836,104		$	1,796,192

LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)

Current liabilities:
Accounts payable	$	148,907		$	108,667
Short-term borrowings		22,167			19,800
Other current liabilities		74,032			72,208

Total current liabilities		245,106			200,675
Long-term debt		961,473			948,977
Deferred income taxes		3,016			3,432
Other liabilities		20,120			19,798
Contingencies and commitments (Note E)		—			—
Minority interest		503,478			511,882
Parent investment in subsidiary		180,446			187,272
Stockholder’s equity (deficiency):
Common stock, $1 par value;
10,000 shares authorized; 990 shares issued		1			1
Additional paid-in-capital		18,925			18,654
Note receivable from parent		(146,731	)		(147,378	)
Retained earnings		51,828			53,491
Accumulated other comprehensive loss		(1,558	)		(612	)

Total stockholder’s equity (deficiency)		(77,535	)		(75,844	)

Total liabilities and stockholder’s equity (deficiency)	$	1,836,104		$	1,796,192

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS
January 31, 2006
(Dollars in thousands, unless otherwise designated)
(unaudited)

The accompanying consolidated balance sheets and related notes present the consolidated financial position of Ferrellgas, Inc. (the “Company”), its subsidiaries, which include its partnership interest in Ferrellgas Partners, L.P. (“Ferrellgas Partners”) and subsidiaries. The Company is a wholly-owned subsidiary of Ferrell Companies, Inc. (the “Parent” or “Ferrell”).

The condensed consolidated balance sheets of the Company reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated balance sheets were of a normal, recurring nature. The information included in this report should be read in conjunction with the consolidated financial statements and accompanying notes as set forth in the Company’s consolidated financial statements for fiscal 2005.

(1) Nature of operations:
The Company is a holding entity that conducts no operations and has three subsidiaries, Ferrellgas Partners, Ferrellgas, L.P. (the “operating partnership”) and Ferrellgas Acquisition Company, LLC (“Ferrellgas Acquisitions Company”). The Company owns a 1% general partnership interest in Ferrellgas Partners and a 1.0101% general partnership interest in the operating partnership. The operating partnership is the only operating subsidiary of Ferrellgas Partners. The Company owns a 100% equity interest in Ferrellgas Acquisitions Company. Limited operations are conducted by or through Ferrellgas Acquisitions Company, whose only purpose is to acquire the tax liabilities of acquirees of Ferrellgas Partners.

(2) Accounting estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Significant estimates impacting the consolidated balance sheets include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, amortization methods of intangible assets and valuation methods of derivative commodity contracts.

(3) New accounting standards:
Statement of Financial Accounting Standards (“SFAS”) No. 123(R ), “Share-Based Payment” (“SFAS 123(R )”), is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes Accounting Principles Board No. 25 “Accounting for Stock issued to Employees” (“APB 25”) and its related implementation guidance. This statement requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. The Company adopted this standard on August 1, 2005.

Emerging Issues Task Force EITF 04-13, “Accounting for Purchases and Sales of Inventory with the Same Counterparty” addresses the accounting for an entity’s sale of inventory to another entity from which it also purchases inventory to be sold in the same line of business. EITF 04-13 concludes that two or more inventory transactions with the same counterparty should be accounted for as a single non-monetary transaction at fair value or recorded amounts based on inventory classifications. EITF 04-13 is effective for new arrangements entered into, and modifications or renewals of existing arrangements, beginning in the first interim or annual reporting period beginning after March 15, 2006. The Company is evaluating the potential impact of EITF 04-13 and does not believe it will have a material effect on its financial position.

The Company transfers certain of its trade accounts receivable to Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), a wholly-owned unconsolidated, special purpose entity, and retains an interest in a portion of these transferred receivables. As these transferred receivables are subsequently collected and the funding from the accounts receivable securitization facility is reduced, the Company’s retained interest in these receivables is reduced. The accounts receivable securitization facility consisted of the following:

The retained interest was classified as accounts receivable on the condensed consolidated balance sheets. The operating partnership had the ability to transfer, at its option, an additional $6.3 million of its trade accounts receivable at January 31, 2006.

In addition to inventories on hand, the Company enters into contracts primarily to buy propane for supply procurement purposes. Nearly all of these contracts have terms of less than one year and call for payment based on market prices at the date of delivery. All fixed price contracts have terms of fewer than 18 months. As of January 31, 2006, the Company had committed, for supply procurement purposes, to take net delivery of approximately 4.2 million gallons of propane at a fixed price.


	January 31, 2006							July 31, 2005
	Gross							Gross
	carrying		Accumulated					carrying		Accumulated
	amount		amortization			Net		amount		amortization			Net
GOODWILL, NET	$	468,013		—		$	468,013	$	468,350		—		$	468,350

INTANGIBLE ASSETS, NET

Amortized intangible assets

Customer lists	$	343,991	$	(163,644	)	$	180,347	$	335,557	$	(155,281	)	$	180,276
Non-compete agreements		36,126		(24,641	)		11,485		34,270		(21,803	)		12,467
Other		5,303		(1,709	)		3,594		5,470		(2,010	)		3,460

		385,420		(189,994	)		195,426		375,297		(179,094	)		196,203
Unamortized intangible assets

Tradenames & trademarks		59,048		—			59,048		59,074		—			59,074

Total intangibles assets, net	$	444,468	$	(189,994	)	$	254,474	$	434,371	$	(179,094	)	$	255,277

The Company’s operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, the Company is threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Currently, the Company is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the condensed consolidated financial condition of the Company.


Delaware	001-11331	43-1698480
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Delaware	333-06693	43-1742520
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Delaware	000-50182	43-1698481
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Delaware	000-50183	14-1866671
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Ferrellgas Partners, L.P.

June 8, 2006	By:	Kevin T. Kelly

		Name: Kevin T. Kelly
		Title: (By Ferrellgas, Inc., the Partnership's general partner) Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


Date of Report (Date of Earliest Event Reported):		January 31, 2006


Registrant’s telephone number, including area code:		913-661-1500


	Ferrellgas Partners Finance Corp.

June 8, 2006	By:	Kevin T. Kelly

		Name: Kevin T. Kelly
		Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


	Ferrellgas, L.P.

June 8, 2006	By:	Kevin T. Kelly

		Name: Kevin T. Kelly
		Title: (By Ferrellgas, Inc., the Partnership's general partner) Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


	Ferrellgas Finance Corp.

June 8, 2006	By:	Kevin T. Kelly

		Name: Kevin T. Kelly
		Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


Exhibit No.		Description

99.15		Unaudited interim condensed consolidated balance sheets of Ferrellgas, Inc. and footnotes as of January 31, 2006 and July 31, 2005


	January 31,		July 31,
	2006		2005
Accrued interest	$	24,419	$	24,328
Accrued payroll		15,164		13,816
Accrued insurance		9,178		8,627
Other		25,271		25,437

	$	74,032	$	72,208