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): November 18, 2013

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)	(I.R.S. 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:

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

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

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

¨ 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 November 18, 2013, 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 and year ended September 30, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In its November 18, 2013 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

On November 19, 2013, the Partnership will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter and year ended September 30, 2013.

Presentation materials containing certain historical and forward-looking information relating to the Partnership (the “Presentation Materials”) have been made available on the Partnership’s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Partnership does not undertake any obligation to, and disclaims any duty to, update any of the information provided.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:

99.1	Press Release of AmeriGas Partners, L.P. dated November 18, 2013.
99.2	Presentation of AmeriGas Partners, L.P. dated November 19, 2013.

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.
November 19, 2013	By:	/s/ Hugh J. Gallagher
		Name: Hugh J. Gallagher
		Title: Vice President - Finance and Chief Financial Officer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.

EXHIBIT INDEX

The Following Exhibits Are Furnished:

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of AmeriGas Partners, L.P. dated November 18, 2013.
99.2	Presentation of AmeriGas Partners, L.P. dated November 19, 2013.

EX-99.1

Exhibit 99.1

Contact:	610-337-7000	For Immediate Release:
	Simon Bowman, ext. 3645	November 18, 2013
	Shelly Oates, ext. 3202

AmeriGas Partners Reports Fiscal 2013 Results, Issues 2014 Guidance

VALLEY FORGE, Pa., November 18 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported net income attributable to AmeriGas Partners for the fiscal year ended September 30, 2013 of $221.2 million, compared to net income of $11.0 million for the fiscal year ended September 30, 2012. Results for fiscal 2013 were higher due in large part to winter heating season and early spring temperatures that were closer to normal compared to temperatures that were substantially warmer than normal in fiscal 2012. The improved results also reflect the full-year operations of Heritage Propane which was acquired January 12, 2012. Net income attributable to AmeriGas Partners for fiscal 2013 includes the impact of $26.5 million in transition expenses associated with the integration of Heritage Propane. Net income attributable to AmeriGas Partners for fiscal 2012 includes the impact of a $13.3 million loss on extinguishments of debt and $46.2 million in acquisition and transition expenses associated with Heritage Propane.

Retail volumes sold for fiscal 2013 increased to 1.25 billion gallons from 1.02 billion gallons in the prior fiscal year. The Partnership’s adjusted earnings before interest expense, income taxes, and depreciation and amortization (Adjusted EBITDA) was $617.7 million for fiscal 2013 compared with $384.3 million in fiscal 2012. Adjusted EBITDA for fiscal 2013 excludes the impact of transition expenses. Adjusted EBITDA for fiscal 2012 excludes the impact of the loss on extinguishments of debt and acquisition and transition expenses.

Weather nationally during fiscal 2013 was 4.9% warmer than normal and 16.2% colder than the prior year, according to the National Oceanic and Atmospheric Administration. Propane revenues increased to $2.88 billion versus $2.68 billion a year ago reflecting the higher retail volumes sold partially offset by a decline in average retail selling prices. Total margin increased $304.6 million from the prior fiscal year primarily reflecting the incremental full-year effects of Heritage Propane,

a colder fiscal 2013, and slightly higher average unit margins.

Retail volumes sold during the fourth quarter of fiscal 2013 were 205.4 million gallons, an

increase of 2.2 million gallons, primarily due to increased commercial and industrial volumes.

Adjusted EBITDA for the quarter was $46.5 million compared with $34.1 million for the fourth

quarter of fiscal 2012. The Partnership recorded a seasonal loss attributable to AmeriGas Partners

for the

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AmeriGas Partners Reports Fiscal 2013 Results, Issues 2014 Guidance Page 2

fourth quarter of fiscal 2013 of $54.1 million compared to a seasonal loss of $76.0 million for the

prior-year period. The seasonal net loss for the current quarter includes the impact of $5.8 million

in transition expenses associated with the integration of Heritage Propane. The seasonal net loss

for the prior-year quarter includes the impact of $19.3 million in transition expenses related to

Heritage Propane.

Jerry E. Sheridan, chief executive officer of AmeriGas, said, “Fiscal 2013 was a transformational

year for AmeriGas as we successfully completed the Heritage Propane integration and met all

major milestones set when the transaction was announced. Additionally, a return to more normal

weather, particularly in the second and third fiscal quarters, helped to mitigate the impact of

warmer weather experienced in December 2012 and January 2013. Our strategic growth initiatives

performed well with both our cylinder exchange program and national accounts program recording

record years and solid growth.”

Sheridan continued, “Looking ahead to fiscal 2014, assuming normal weather patterns this winter

and given our assessment of current business conditions, we expect to report EBITDA in the range

of $645 million to $675 million and net income in the range of $274 million to $304 million for

the fiscal year ending September 30, 2014.”

EBITDA, Adjusted EBITDA, and total margin are non-GAAP financial measures. Adjusted

EBITDA is defined herein as earnings before interest expense, income taxes, depreciation and

amortization, losses on extinguishment of debt and Heritage Propane acquisition and transition

expenses. Total margin represents total revenues less total cost of sales. Management believes the

presentation of these measures provides useful information to investors to more effectively

evaluate the year-over-year results of operations of the Partnership. These measures are not

comparable to measures used by other entities and should only be considered in conjunction with

net income attributable to AmeriGas Partners, L.P. A reconciliation of EBITDA and Adjusted

EBITDA to the most comparable GAAP financial measure is included on the last page of this

press release.

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from over 2,000 locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. An affiliate of Energy Transfer Partners, L.P. owns 24% of the Partnership and the public owns the remaining 50%.

AmeriGas Partners, L.P. will hold a live Internet Audio Webcast of its conference call to discuss

fiscal 2013 earnings and other current activities at 9:00 AM ET on Tuesday, November 19, 2013.

Interested parties may listen to the audio webcast both live and in replay on the Internet at

http://investors.amerigas.com/investor-relations/events-presentationsor at the company website

http://www.amerigas.comunder Investor Relations. A telephonic replay will be available from

12:00 PM ET on November 19 through 9:00 am on Monday, November 25. The replay may be

accessed at 1-877-344-7529, passcode 10019737 and International access 1-412-317-0088,

passcode 10019737.

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AmeriGas Partners Reports Fiscal 2013 Results, Issues 2014 Guidance Page 3

Comprehensive information about AmeriGas is available on the Internet at http://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, 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 our ability to successfully

integrate acquired businesses and achieve anticipated synergies. The Partnership undertakes no

obligation to release revisions to its forward-looking statements to reflect events or circumstances

occurring after today.

AP-17 ### 11/18/13

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

REPORT OF EARNINGS

(Thousands, except per unit and where otherwise indicated)

(Unaudited)

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Propane	$	470,964		$	450,055		$	2,884,766		$	2,677,631
Other	61,006			60,230			281,777			243,985
	531,970			510,285			3,166,543			2,921,616
Costs and expenses:
Cost of sales - propane	264,846			247,798			1,571,574			1,642,658
Cost of sales - other	25,019			24,109			88,479			77,071
Operating and administrative expenses	210,661			233,603			943,928			888,693
Depreciation	41,638			39,632			159,306			134,225
Amortization	10,740			10,996			43,565			34,898
Other income, net	(9,118		)	(9,590		)	(32,503		)	(26,521		)
	543,786			546,548			2,774,349			2,751,024
Operating (loss) income	(11,816		)	(36,263		)	392,194			170,592
Loss on extinguishments of debt	—			—			—			(13,349		)
Interest expense	(41,213		)	(39,210		)	(165,432		)	(142,641		)
(Loss) income before income taxes	(53,029		)	(75,473		)	226,762			14,602
Income tax expense	(1,155		)	(925		)	(1,671		)	(1,931		)
Net (loss) income	(54,184		)	(76,398		)	225,091			12,671
Add net loss (deduct net income) attributable to AmeriGas Partners, L.P.	128			395			(3,869		)	(1,646		)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(54,056	)	$	(76,003	)	$	221,222		$	11,025
General partner’s interest in net (loss) income attributable to noncontrolling interests	$	4,850		$	3,491		$	21,498		$	13,119
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(58,906	)	$	(79,494	)	$	199,724		$	(2,094	)
Income (loss) per limited partner unit (a)
Basic	$	(0.63	)	$	(0.86	)	$	2.14		$	(0.11	)
Diluted	$	(0.63	)	$	(0.86	)	$	2.14		$	(0.11	)
Average limited partner units outstanding:
Basic	92,842			92,805			92,832			81,433
Diluted	92,842			92,805			92,910			81,433
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)	205.4			203.2			1,245.2			1,017.5
EBITDA (b)	$	40,690		$	14,760		$	591,196		$	324,720
Adjusted EBITDA (b)	$	46,483		$	34,055		$	617,735		$	384,256
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	17,495		$	10,558		$	51,487		$	45,065
Transition capital related to Heritage integration	$	4,645		$	13,265		$	20,375		$	17,608
Growth capital expenditures	$	8,182		$	9,053		$	39,196		$	40,467

(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, 2012.

(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 that of other companies within the propane industry and (2) assess the Partnership’s ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from those used by other companies.

(continued)

1

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

REPORT OF EARNINGS

(Thousands, except per unit and where otherwise indicated)

(Unaudited)

(continued) 

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, which is one of UGI Corporation's reportable segments. UGI Corporation discloses the Partnership's EBITDA in its disclosure about reportable segments as the profitability measure for its domestic propane segment. EBITDA in the three and twelve months ended September 30, 2013 includes acquisition and transition expense of $5,793, and $26,539, respectively, associated with the Heritage Propane acquisition. EBITDA in the three and twelve months ended September 30, 2012 includes acquisition and transition expense of $19,295 and $46,187, respectively, associated with the Heritage Propane acquisition. EBITDA in the twelve months ended September 30, 2012 includes a pre-tax loss of $13,349 from extinguishments of debt.

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 September 30,						Twelve Months Ended September 30,
	2013			2012			2013		2012
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(54,056	)	$	(76,003	)	$	221,222	$	11,025
Income tax expense	1,155			925			1,671		1,931
Interest expense	41,213			39,210			165,432		142,641
Depreciation	41,638			39,632			159,306		134,225
Amortization	10,740			10,996			43,565		34,898
EBITDA	$	40,690		$	14,760		$	591,196	$	324,720
Heritage Propane acquisition and transition expense	5,793			19,295			26,539		46,187
Loss on extinguishments of debt	—			—			—		13,349
Adjusted EBITDA (1)	$	46,483		$	34,055		$	617,735	$	384,256

The following table includes a reconciliation of forecasted net income attributable to AmeriGas Partners, L.P. to forecasted EBITDA for the fiscal year ending September 30, 2014: 

	Forecast Fiscal Year Ending September 30, 2014
Net income attributable to AmeriGas Partners, L.P. (estimate)	$	289,000
Interest expense (estimate)	165,000
Income tax expense (estimate)	3,000
Depreciation (estimate)	160,000
Amortization (estimate)	43,000
EBITDA	$	660,000

 (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. Management uses Adjusted EBITDA to exclude from AmeriGas Partners’ EBITDA gains and losses that competitors do not necessarily have to provide additional insight into the comparison of year-over-year profitability to that of other master limited partnerships. 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.

2

EX-99.2

November 19, 2013 Fourth Quarter 2013 Earnings Conference Call November 19, 2013

November 19, 2013 2 This presentation contains certain forward-looking statements that 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 AmeriGas’ 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 impact of pending and future legal proceedings, political, regulatory and economic conditions, the timing and success of our commercial initiatives and investments to grow our business, and our ability to successfully integrate acquired businesses and achieve anticipated synergies. AmeriGas undertakes no obligation to release revisions to its forward- looking statements to reflect events or circumstances occurring after today. About This Presentation

November 19, 2013 Jerry Sheridan CEO of AmeriGas

November 19, 2013 4 Q4 Adjusted EBITDA $34.1 $46.5 $20 $30 $40 $50 2 0 1 2 2 0 1 3 Adjusted EBITDA*, $ Millions * See appendix for Adjusted EBITDA reconciliation

November 19, 2013 5 Fiscal 2013 Adjusted EBITDA $384.3 $617.7 $0 $100 $200 $300 $400 $500 $600 $700 2 0 1 2 2 0 1 3 Adjusted EBITDA*, $ Millions * See appendix for Adjusted EBITDA reconciliation

November 19, 2013 6 Operational Update Operations • Volume increased 1% versus last year’s fourth quarter despite weather that was 6% warmer than normal • Continued decrease in operating expenses: $9.4 MM decrease from Q4 of fiscal 2012 due to Heritage synergies (excluding Heritage transition expenses) Growth Initiatives • AmeriGas Cylinder Exchange (ACE): Volume growth of 6% from the prior-year quarter, 2,800 new outlets added • National Accounts: Volume increased over 30% from the prior-year quarter • Acquisitions: Closed one acquisition, adding an annualized 4.3 MM gallons

November 19, 2013 7 Guidance & Heritage Update • FY14 Guidance $645 MM - $675 MM • Achieved all major milestones set at the beginning of the Heritage Propane integration

November 19, 2013 Q&A

November 19, 2013 Appendix

November 19, 2013 10 AmeriGas Supplemental Information: Footnotes  The enclosed supplemental information contains a reconciliation of earnings before interest expense, income taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA to Net Income.  EBITDA and Adjusted EBITDA are not measures of performance or financial condition under accounting principles generally accepted in the United States ("GAAP"). Management believes EBITDA and Adjusted EBITDA are meaningful non-GAAP financial measures used by investors to compare the Partnership's operating performance with that of other companies within the propane industry. The Partnership's definitions of EBITDA and Adjusted EBITDA may be different from those used by other companies.  EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss) attributable to AmeriGas Partners, L.P. 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. Management uses Adjusted EBITDA to exclude from AmeriGas Partners’ EBITDA gains and losses that competitors do not necessarily have to provide additional insight into the comparison of year-over-year profitability to that of other master limited partnerships. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA and Adjusted 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, which is one of UGI Corporation’s industry segments. UGI Corporation discloses the Partnership's EBITDA in its disclosures about its industry segments as the profitability measure for its domestic propane segment.

November 19, 2013 11 AmeriGas Partners EBITDA Reconciliation 2013 2012 2013 2012 Net (loss) income attributable to AmeriGas Partners, L.P. (54,056)$ (76,003)$ 221,222$ 11,025$ Income tax expense 1,155 925 1,671 1,931 Interest xpense 41,213 39,210 165,432 142,641 Depreciation 41,638 39,632 159,306 134,225 Amortization 10,740 10,996 43,565 34,898 EBITDA 40,690$ 14,760$ 591,196$ 324,720$ Heritage Propane acquisition and transition expense 5,793 19,295 26,539 46,187 Loss on extinguishments of debt - - - 13,349 Adjusted EBITDA 46,483$ 34,055$ 617,735$ 384,256$ September 30, Three Months Ended Twelve Months Ended September 30,

November 19, 2013 Investor Relations: 610-337-1000 Simon Bowman (x3645) bowmans@ugicorp.com