8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2010

AmeriGas Partners, L.P.
(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

460 No. Gulph Road, King of Prussia, Pennsylvania	19406
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 610 337-7000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2010, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the “Partnership”), issued a press release announcing financial results for the Partnership for the fiscal quarter ended June 30, 2010. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

99 Press Release of AmeriGas Partners, L.P. dated July 27, 2010, reporting its financial results for the fiscal quarter ended June 30, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AmeriGas Partners, L.P.
July 28, 2010	By:	Robert W. Krick
		Name: Robert W. Krick
		Title: Vice President and Treasurer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.

EXHIBIT INDEX

The Following Exhibit Is Furnished:

EXHIBIT NO.	DESCRIPTION
99	Press Release of AmeriGas Partners, L.P. dated July 27, 2010.

EX-99

Exhibit 99

Contact:	610-337-7000	For Immediate Release:
	Robert W. Krick, ext. 13645	July 27, 2010
	Brenda A. Blake, ext. 13202

AmeriGas Partners Reports Third Quarter Results, Confirms Guidance

VALLEY FORGE, Pa., July 27 — AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE:APU), reported a seasonal net loss attributable to AmeriGas Partners, L.P. of $12.4 million for the third fiscal quarter of 2010 compared with a seasonal net loss of $13.5 million for the third fiscal quarter of 2009.

The Partnership’s earnings before interest expense, income taxes, depreciation and amortization (EBITDA) increased to $27.2 million for the third fiscal quarter of 2010 compared to EBITDA of $25.4 million for the prior-year period. For the three months ended June 30, 2010, retail volumes sold decreased to 150.1 million gallons from 160.0 million gallons in the prior-year period, primarily reflecting significantly warmer weather on heating-sensitive volumes and, to a lesser extent, continued customer conservation. Weather nationally during the quarter was 17.0% warmer than normal and 14.7% warmer than the prior-year period, according to the National Oceanic and Atmospheric Administration.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said, “Sales volume, particularly in April, was adversely impacted by very warm spring weather. I am pleased that the execution of our operating strategies and disciplined cost management more than offset the volume decline to yield an increase in EBITDA for the quarter. For the full year, we continue to forecast Adjusted EBITDA (which excludes the impact of a previously reported $12.2 million loss related to the termination of interest rate hedges) for the fiscal year ending September 30, 2010 to be in the range of $335 million to $345 million.”

Revenues for the quarter increased to $396.6 million versus $372.7 million a year ago reflecting higher average selling prices associated with higher commodity prices partially offset by lower volumes sold. Total margin decreased $1.6 million from the prior-year quarter due to lower volumes sold partially offset by slightly higher average unit margins. EBITDA increased as the decline in total margin was more than offset by reduced operating and administrative expenses. The reduction in operating and administrative expenses resulted primarily from lower compensation and benefits expenses. Operating income increased $1.0 million from the prior-year period, reflecting the increase in EBITDA partially offset by higher depreciation and amortization expenses.

-MORE-

AmeriGas Partners Reports Third Quarter Results, Confirms Guidance

Estimated fiscal 2010 Adjusted EBITDA, which excludes the loss on the termination of interest rate protection agreements, is a non-GAAP financial measure. Management believes the presentation of this measure for fiscal 2010 provides useful information to investors to more effectively evaluate the year-over-year results of operations of the Partnership in fiscal 2010. This measure is not comparable to measures used by other entities and should only be considered in conjunction with income per limited partner unit.

AmeriGas Partners is the nation’s largest retail propane marketer, serving approximately 1.3 million customers in all 50 states from approximately 1,200 locations. UGI Corporation (NYSE:UGI), through subsidiaries, owns 44% of the Partnership and the public owns the remaining 56%.

AmeriGas Partners, L.P. will hold a live Internet audio webcast of its conference call to discuss third quarter earnings and other current activities at 4:00 PM ET on Wednesday, July 28, 2010. Interested parties may listen to the audio webcast both live and in replay on the Internet at http://investor.shareholder.com/ugi/apu/events.cfm or at the company website; http://www.amerigas.com and click on Investor Relations. A telephonic replay will be available from 7:00 PM ET on July 28 through midnight Friday, July 30. The replay may be accessed at 1-800-642-1687, passcode 67798905 and International access 1-706-645-9291, passcode 67798905.

Comprehensive information about AmeriGas is available on the Internet at www.amerigas.com.

This press release contains certain forward-looking statements which management believes to be reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control. You should read the Partnership’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, price volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, and political, economic and regulatory conditions in the U. S. and abroad. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

AP-09 ### 7/27/10

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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
REPORT OF EARNINGS
(Thousands, except per unit and where otherwise indicated)
(Unaudited)

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	June 30,						June 30,						June 30,
	2010			2009			2010			2009			2010			2009
Revenues:
Propane	$	356,835		$	333,212		$	1,816,236		$	1,791,963		$	2,116,163		$	2,268,177
Other		39,778			39,465			123,073			131,155			160,123			180,177
		396,613			372,677			1,939,309			1,923,118			2,276,286			2,448,354
Costs and expenses:
Cost of sales — propane		220,545			193,206			1,125,387			1,081,864			1,297,855			1,426,076
Cost of sales — other		15,305			17,132			39,769			47,938			54,003			66,749
Operating and administrative expenses		138,704			140,794			451,614			465,897			600,869			612,557
Depreciation		19,739			19,719			59,653			58,720			79,461			77,914
Amortization		2,148			1,321			5,453			3,957			6,756			5,161
Gain on sale of California storage facility		—			—			—			(39,887	)		—			(39,887	)
Other income, net		(5,148	)		(3,824	)		(3,749	)		(12,581	)		(7,173	)		(15,460	)
		391,293			368,348			1,678,127			1,605,908			2,031,771			2,133,110
Operating income		5,320			4,329			261,182			317,210			244,515			315,244
Interest expense		(16,981	)		(17,181	)		(50,184	)		(53,701	)		(66,823	)		(71,525	)
(Loss) income before income taxes		(11,661	)		(12,852	)		210,998			263,509			177,692			243,719
Income taxes		(662	)		(670	)		(2,378	)		(2,081	)		(2,890	)		(2,800	)
Net (loss) income		(12,323	)		(13,522	)		208,620			261,428			174,802			240,919
Less: net income attributable to noncontrolling interests		(49	)		(3	)		(2,550	)		(3,155	)		(2,362	)		(3,094	)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(12,372	)	$	(13,525	)	$	206,070		$	258,273		$	172,440		$	237,825
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	828		$	432		$	4,148		$	3,761		$	7,124		$	3,861
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(13,200	)	$	(13,957	)	$	201,922		$	254,512		$	165,316		$	233,964
(Loss) income per limited partner unit (a)
Basic	$	(0.23	)	$	(0.29	)	$	3.03		$	3.50		$	2.75		$	3.72
Diluted	$	(0.23	)	$	(0.29	)	$	3.03		$	3.49		$	2.75		$	3.72
Average limited partner units outstanding:
Basic		57,089			57,046			57,073			57,035			57,067			57,029
Diluted		57,089			57,046			57,119			57,077			57,114			57,072
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)		150.1			160.0			746.7			781.1			893.8			946.0
EBITDA (b)	$	27,158		$	25,366		$	323,738		$	376,732		$	328,370		$	395,225
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	6,590		$	8,592		$	27,869		$	25,880		$	39,501		$	34,021
Growth capital expenditures	$	7,822		$	10,935		$	31,927		$	31,541		$	41,613		$	37,988

(a)	Income (loss) per limited partner unit is computed in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share as it relates to master limited partnerships. On October 1, 2009, the Partnership adopted new accounting guidance regarding this method. The adoption requires retrospective application to all periods presented and increased the previously reported (loss) per limited partner unit for the three months ended June 30, 2009 by ($0.05). All other prior year periods are unaffected. Refer to Notes 2 and 3 to the consolidated financial statements included in the AmeriGas Partners, L.P. Annual Report on Form 10-K for the fiscal year ended September 30, 2009.
(b)	Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net (loss) income attributable to AmeriGas Partners, L.P (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 (“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 attributable to AmeriGas Partners, L.P for the relevant years.

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AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
REPORT OF EARNINGS
(Thousands, except per unit and where otherwise indicated)
(Unaudited)

(continued)

Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the Partnership’s EBITDA as the profitability measure to comply with the GAAP requirement to provide profitability information about its domestic propane segment. EBITDA in the nine and twelve months ended June 30, 2010 includes a $12,193 pre-tax loss on discontinuance of hedge accounting for interest rate protection agreements. EBITDA in the nine and twelve months ended June 30, 2009 includes a $39,887 pre-tax gain from the sale of the Partnership’s California storage facility.

The following table includes reconciliations of net (loss) income attributable to AmeriGas Partners, L.P to EBITDA for all periods presented:

	Three Months Ended						Nine Months Ended				Twelve Months Ended
	June 30,						June 30,				June 30,
	2010			2009			2010		2009		2010		2009
Net (loss) income attributable to AmeriGas Partners, L.P	$	(12,372	)	$	(13,525	)	$	206,070	$	258,273	$	172,440	$	237,825
Income taxes		662			670			2,378		2,081		2,890		2,800
Interest expense		16,981			17,181			50,184		53,701		66,823		71,525
Depreciation		19,739			19,719			59,653		58,720		79,461		77,914
Amortization		2,148			1,321			5,453		3,957		6,756		5,161
EBITDA	$	27,158		$	25,366		$	323,738	$	376,732	$	328,370	$	395,225

The following table includes a reconciliation of forecasted net income to forecasted Adjusted EBITDA for the fiscal year ending September 30, 2010:

	Forecast
	Fiscal
	Year
	Ending
	September 30,
	2010
Net income (estimate)	$	172,800
Interest expense (estimate)		66,000
Income tax expense (estimate)		3,000
Depreciation (estimate)		80,000
Amortization (estimate)		6,000
Loss on interest rate hedges		12,200
Adjusted EBITDA	$	340,000

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