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): October 19, 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: 610 337-1000

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 October 19, 2010, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the “Partnership”), issued a press release announcing earnings guidance for the Partnership for the fiscal year ended September 30, 2010. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In its October 19, 2010 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2011. 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.

Exhibits. The following exhibit is being furnished herewith:

99        Press Release of AmeriGas Partners, L.P. dated October 19, 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.
October 19, 2010	By:	/s/ Jerry E. Sheridan
		Name: Jerry E. Sheridan
		Title: Vice President — Finance and Chief Financial Officer of AmeriGas Propane, Inc., the General Partner of AmeriGas Partners, L.P.

Exhibit Index

Exhibit No.	Description
99	99 Press Release of AmeriGas Partners, L.P. dated October 19, 2010.

EX-99

Exhibit 99

Contact:	610-337-1000	For Immediate Release:
	Robert W. Krick, ext. 13645 Hugh J. Gallagher, ext. 11029 Brenda A. Blake, ext. 13202	October 19, 2010

AmeriGas Issues Earnings Guidance

VALLEY FORGE, Pa., October 19 — AmeriGas Partners, L. P. (NYSE: APU) today announced earnings guidance for fiscal years 2010 and 2011. The Partnership expects to report net income attributable to AmeriGas Partners of approximately $165 million for its fiscal year ended September 30, 2010. Adjusted earnings before interest expense, income taxes, depreciation and amortization excluding the impacts of a previously reported $12.2 million loss related to the termination of interest rate protection agreements and an additional $7.0 million litigation reserve recorded during the fiscal year 2010 fourth quarter (Adjusted EBITDA), are expected to be approximately $340 million for fiscal 2010.

In prepared remarks delivered earlier today to investors at UGI Corporation’s Analyst Day webcast from New York, Eugene V.N. Bissell, chief executive officer of AmeriGas, said, “Assuming normal weather patterns this winter, for fiscal 2011 ending September 30, 2011 we expect to report earnings in the range of $189 million to $199 million and EBITDA in the range of $345 to $355 million.” AmeriGas is scheduled to release more detailed results for the fiscal year ended September 30, 2010 on November 10, 2010.

Estimated fiscal 2010 Adjusted EBITDA 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%.

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

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AmeriGas Issues Earnings Guidance Page 2

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, cost 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, political, economic and regulatory conditions in the U.S. and abroad, and the timing and success of our acquisitions and investments to grow our business. The partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
(Millions — unaudited)

The following table includes reconciliations of net income attributable to AmeriGas Partners, L.P. to EBITDA and Adjusted EBITDA for the periods presented:

	Forecasted		Forecasted
	Twelve		Fiscal
	Months Ended		Year Ended
	September 30,		September 30,
	2010		2011
Net income attributable to AmeriGas Partners, L.P	$	165.0	$	194.0
Income taxes		3.0		3.0
Interest expense		65.0		60.0
Depreciation		80.0		82.0
Amortization		8.0		11.0
EBITDA		321.0		350.0
Loss on interest rate hedges		12.2		—
Litigation reserve		7.0		—
Adjusted EBITDA	$	340.2	$	350.0

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.

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 twelve months ended September 30, 2010 includes a $12.2 loss on discontinuance of hedge accounting for interest rate protection agreements and an additional $7.0 litigation reserve.

AP-11 ### 10/19/10