AmeriGas Partners (APU) 8-K AmeriGas Partners Reports Second Quarter Results, Updates Guidance

Exhibit 99

Contact:	610-337-1000	For Immediate Release:
	Hugh J. Gallagher, ext. 11029	May 2, 2011
	Brenda A. Blake, ext. 13202

AmeriGas Partners Reports Second Quarter Results, Updates Guidance

VALLEY FORGE, Pa., May 2 — AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported net income attributable to AmeriGas Partners, L.P. for the second fiscal quarter ended March 31, 2011 of $118.0 million compared to $134.5 million for the same period last year. Net income attributable to AmeriGas Partners, L.P. for the current-year period includes the impact of an $18.8 million loss on the early extinguishment of debt. As previously reported, net income attributable to AmeriGas Partners, L.P. for the prior-year quarter included the impact of a $12.2 million loss related to the discontinuance of hedge accounting for interest rate protection agreements.

The Partnership’s adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) decreased to $176.3 million for the second quarter of fiscal 2011 compared to Adjusted EBITDA of $185.8 million for the same period last year. Adjusted EBITDA for the current-year period excludes the impact of the loss on the early extinguishment of debt. Adjusted EBITDA for the prior-year period excludes the impact of the loss related to the interest rate hedges. For the three months ended March 31, 2011, retail volumes sold were 3.9% lower than in the prior-year period. Although weather nationally was 1.9% colder than normal and 1.6% colder than in the prior-year period, according to the National Oceanic and Atmospheric Administration (NOAA), weather in AmeriGas’s southern operating regions in February and March was approximately 25% warmer than in the comparable prior-year period. The warm southern weather and customer conservation more than offset the beneficial impacts of colder weather in the northern and western U.S.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said, “Our results for the quarter reflect the impact of lower than expected volumes resulting from a very early end to the heating season in our southern regions and customer conservation. Given the results to date and our assessment of conditions for the remainder of the year, we expect Adjusted EBITDA for the fiscal year ending September 30, 2011, to be in the range of $335 million to $345 million. I am pleased that our board once again demonstrated their confidence in the long term prospects of the business when they recently approved a 5% increase in our quarterly distribution to an annualized rate of $2.96 per limited partner unit.”

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AmeriGas Partners Reports Second Quarter Results, Updates Guidance

Revenues for the quarter increased to $906.8 million from $886.1 million a year ago primarily due to higher retail selling prices associated with increased commodity prices partially offset by lower volumes sold. Total margin decreased $4.4 million in the 2011 three month period primarily related to the impact of lower retail volumes sold partially offset by higher average unit margins and increased fee income. The decrease in Adjusted EBITDA primarily reflects the lower total margin and slightly higher operating expenses ($4.4 million) resulting primarily from higher vehicle and employee benefits costs.

Adjusted EBITDA is a non-GAAP financial measure. Management believes the presentation of this measure for fiscal 2011 and 2010 provides useful information to investors to more effectively evaluate the year-over-year results of operations of the Partnership in fiscal 2011. 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 nearly 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 second quarter earnings and other current activities at 4:00 PM ET on Monday, May 2, 2011. Interested parties may listen to the audio webcast both live and in replay on the Internet athttp://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 May 2 through midnight Wednesday, May 4. The replay may be accessed at 1-800-642-1687, passcode 39957995 and International access 1-706-645-9291, passcode 39957995.

Comprehensive information about AmeriGas is available on the Internet athttp://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 onForm 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.

AP-08 ### 5/2/11

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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						Six Months Ended						Twelve Months Ended
	March 31,						March 31,						March 31,
	2011			2010			2011			2010			2011			2010
Revenues:
Propane	$	859,595		$	845,043		$	1,513,407		$	1,459,401		$	2,212,806		$	2,092,540
Other		47,181			41,058			93,589			83,295			171,836			159,810
		906,776			886,101			1,606,996			1,542,696			2,384,642			2,252,350
Costs and expenses:
Cost of sales — propane		551,709			529,393			972,409			904,842			1,408,182			1,270,516
Cost of sales — other		13,085			10,344			27,690			24,464			57,682			55,830
Operating and administrative expenses		170,472			166,096			326,900			312,910			623,700			602,959
Depreciation		20,346			19,931			40,418			39,914			80,183			79,441
Amortization		2,858			1,907			5,453			3,305			9,869			5,929
Other (income) expense, net		(6,320	)		5,182			(12,075	)		1,399			(21,178	)		(5,849	)
		752,150			732,853			1,360,795			1,286,834			2,158,438			2,008,826
Operating income		154,626			153,248			246,201			255,862			226,204			243,524
Loss on extinguishment of debt		(18,801	)		0			(18,801	)		0			(18,801	)		0
Interest expense		(16,347	)		(16,710	)		(31,722	)		(33,203	)		(63,625	)		(67,023	)
Income before income taxes		119,478			136,538			195,678			222,659			143,778			176,501
Income tax benefit (expense)		71			(549	)		(348	)		(1,716	)		(1,897	)		(2,898	)
Net income		119,549			135,989			195,330			220,943			141,881			173,603
Less: net income attributable to noncontrolling interests		(1,547	)		(1,506	)		(2,460	)		(2,501	)		(2,240	)		(2,316	)
Net income attributable to AmeriGas Partners, L.P.	$	118,002		$	134,483		$	192,870		$	218,442		$	139,641		$	171,287
General partner’s interest in net income attributable to AmeriGas Partners, L.P.	$	2,133		$	1,913		$	3,834		$	3,319		$	5,205		$	6,728
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.	$	115,869		$	132,570		$	189,036		$	215,123		$	134,436		$	164,559
Income per limited partner unit (a)
Basic	$	1.45		$	1.59		$	2.51		$	2.74		$	2.34		$	2.88
Diluted	$	1.45		$	1.59		$	2.51		$	2.74		$	2.34		$	2.88
Average limited partner units outstanding:
Basic		57,128			57,077			57,109			57,066			57,099			57,056
Diluted		57,175			57,124			57,159			57,114			57,147			57,104
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)		316.3			329.2			572.7			596.6			869.5			903.7
EBITDA (b)	$	157,482		$	173,580		$	270,811		$	296,580		$	295,215		$	326,578
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	9,357		$	10,850		$	19,719		$	21,279		$	39,524		$	41,503
Growth capital expenditures	$	9,951		$	7,808		$	20,895		$	24,105		$	38,876		$	44,726

(a)	Income 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. Refer to Note 2 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, 2010.
(b)	Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net 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.
	(continued)

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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 three, six and twelve months ended March 31, 2011 includes a $18,801 pre-tax loss from extinguishment of debt. EBITDA in the three, six, and twelve months ended March 31, 2010 includes a $12,193 pre-tax loss on discontinuance of hedge accounting for interest rate protection agreements. EBITDA in the twelve months ended March 31, 2011 also includes a $7,000 pre-tax loss associated with an increase in litigation reserves.

The following table includes reconciliations of net income attributable to AmeriGas Partners, L.P. to EBITDA and Adjusted EBITDA (1) for all periods presented:

	Three Months Ended					Six Months Ended				Twelve Months Ended
	March 31,					March 31,				March 31,
	2011			2010		2011		2010		2011		2010
Net income attributable to AmeriGas Partners, L.P	$	118,002		$	134,483	$	192,870	$	218,442	$	139,641	$	171,287
Income tax (benefit) expense		(71	)		549		348		1,716		1,897		2,898
Interest expense		16,347			16,710		31,722		33,203		63,625		67,023
Depreciation		20,346			19,931		40,418		39,914		80,183		79,441
Amortization		2,858			1,907		5,453		3,305		9,869		5,929
EBITDA	$	157,482		$	173,580	$	270,811	$	296,580	$	295,215	$	326,578
Loss on interest rate hedges		0			12,193		0		12,193		0		12,193
Loss on extinguishment of debt		18,801			0		18,801		0		18,801		0
Litigation reserve		0			0		0		0		7,000		0
Adjusted EBITDA (1)	$	176,283		$	185,773	$	289,612	$	308,773	$	321,016	$	338,771

The following table includes a reconciliation of forecasted net income to forecasted Adjusted EBITDA for the fiscal year ending September 30, 2011:

	Forecast
	Fiscal
	Year
	Ending
	September 30,
	2011
Net income (estimate)	$	165,100
Interest expense (estimate)		61,000
Income tax expense (estimate)		2,100
Depreciation (estimate)		82,000
Amortization (estimate)		11,000
Loss on extinguishment of debt		18,800
Adjusted EBITDA (1)	$	340,000

(1) Adjusted EBITDA is a non-GAAP financial measure. Management believes the presentation of this measure provides useful information to investors to more effectively evaluate the year-over-year results of operations of the Partnership. This measure is not comparable to measures used by other entities and should only be considered in conjunction with net income attributable to AmeriGas Partners, L.P. for the relevant periods.

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