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): May 7, 2014

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 May 7, 2014, 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 March 31, 2014. 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.

On May 8, 2014, the Partnership will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended March 31, 2014.

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 May 7, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated May 8, 2014.

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.
May 8, 2014	By:	/s/ Daniel J. Platt
		Name: Daniel J. Platt
		Title: Treasurer

EXHIBIT INDEX

The Following Exhibits Are Furnished:

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of AmeriGas Partners, L.P. dated May 7, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated May 8, 2014.

EX-99.1

Exhibit 99.1

Contact:	610-337-7000	For Immediate Release:
	Simon Bowman, ext. 3645	May 7, 2014
	Shelly Oates, ext. 3202

AmeriGas Partners Reports Second Quarter Earnings, Increases Midpoint of Fiscal 2014 Guidance

VALLEY FORGE, Pa., May 7- AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported net income attributable to AmeriGas Partners for the second quarter of fiscal 2014 ended March 31, 2014 of $240.1 million compared to $213.2 million for the same period last year. The Partnership’s adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) increased to $331.2 million for the second quarter of 2014 compared to $309.0 million for the same period last year.

For the three months ended March 31, 2014, retail propane volumes sold were 474.9 million gallons compared with retail propane volumes of 464.4 million gallons in the prior-year period. Weather for the quarter was 8.1% colder than normal and 9.7% colder than in the prior-year period, according to the National Oceanic and Atmospheric Administration (“NOAA”).

Jerry E. Sheridan, chief executive officer of AmeriGas, said, “Operating conditions were particularly challenging during the quarter. Cold weather, unprecedented volatility in wholesale propane prices and numerous industry-wide supply issues challenged the eastern half of the country. Meanwhile, large parts of the Western U.S. experienced temperatures that were significantly warmer than normal. The advantages of our scale were clearly evident during the quarter as we were able to procure additional supply and redeploy our transportation assets and delivery resources to areas where they were needed most. Through the efforts of our dedicated and experienced workforce, we were able to overcome the challenging conditions and regional transportation bottlenecks to provide safe, reliable energy service to our customers during the critical winter months. Now that winter is behind us, we look forward to the beginning of another summer grilling season and turn our focus to ACE, our barbeque cylinder exchange program, which is currently available in over 47,000 locations nationwide.”

Sheridan continued, “With half of our fiscal year concluded, we remain confident that our team will continue to execute and achieve our goals. Assuming normal weather for the remainder of the year, we now anticipate Adjusted EBITDA for fiscal 2014 to be in the range of $660 million to $675 million. Additionally, I am pleased that our Board once again demonstrated its confidence in the business with its recent approval of a 5% increase in our quarterly distribution to an annualized rate of $3.52 per limited partner unit. This marks the tenth consecutive year of increases, during which time we have increased our distribution by 60%.”

Revenues for the quarter increased to $1.49 billion from $1.18 billion in the prior-year period, reflecting the higher average selling prices, largely due to higher propane product costs, and higher retail volumes sold. The average wholesale cost of propane at Mont Belvieu, Texas, for the current quarter was approximately 51% higher than the average cost in the same period last year. Total margin increased $44.3 million due to modestly higher average retail unit margins and the increase in retail volumes sold partially offset by lower ancillary sales and services margin.

-MORE-

Page 2

AmeriGas Partners Reports Second Quarter Earnings, Increases Midpoint of Fiscal 2014 Guidance

Operating and administrative expenses increased $16.0 million due to higher expenses associated with the higher retail volumes sold, higher uncollectible accounts expenses, and higher distribution costs caused by supply shortages in certain regions of the U.S. These higher distribution-related expenses were partially offset by synergies from the integration of Heritage Propane. Additionally, operating and administrative expenses in the prior-year three-month period include $5.4 million of transition expenses associated with the integration of Heritage Propane. Operating income increased $27.4 million primarily reflecting the higher total margin partially offset by higher operating and administrative expenses.

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, 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.

About AmeriGas

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from over 2,500 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P. owns 14% of the Partnership and the public owns the remaining 60%.

AmeriGas Partners, L.P. will hold a live Internet Audio Webcast of its conference call to discuss first quarter earnings and other current activities at 9:00 AM ET on Thursday, May 8, 2014. Interested parties may listen to the audio webcast both live and in replay on the Internet at

http://investors.amerigas.com/investor-relations/events-presentations or at the company website http://www.amerigas.com under Investor Relations. A telephonic replay will be available from 12:00 PM ET on May 8 through 11:59 pm on May 15. The replay may be accessed at 1-855-859-2056, conference ID 22699403 and International access 1-404-537-3406, conference ID 22699403.

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 acquisitions 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-04 ### 5/7/14

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

REPORT OF EARNINGS

(Thousands, except per unit and where otherwise indicated)

(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,						Twelve Months Ended March 31,
	2014			2013			2014			2013			2014			2013
Revenues:
Propane	$	1,421,423		$	1,098,382		$	2,391,725		$	1,895,441		$	3,381,050		$	2,853,025
Other	72,200			77,825			147,724			157,413			272,088			282,059
	1,493,623			1,176,207			2,539,449			2,052,854			3,653,138			3,135,084
Costs and expenses:
Cost of sales - propane	867,213			594,128			1,429,661			1,023,691			1,977,544			1,583,976
Cost of sales - other	18,255			18,282			38,514			40,803			86,190			86,428
Operating and administrative expenses	281,318			265,298			518,866			508,815			953,979			985,323
Depreciation	38,353			37,607			79,856			75,930			163,232			153,873
Amortization	10,804			11,022			21,623			22,050			43,138			44,250
Other income, net	(7,242		)	(7,635		)	(13,686		)	(15,806		)	(30,383		)	(31,586		)
	1,208,701			918,702			2,074,834			1,655,483			3,193,700			2,822,264
Operating income	284,922			257,505			464,615			397,371			459,438			312,820
Gain on extinguishments of debt	0			0			0			0			0			30
Interest expense	(42,046		)	(41,776		)	(83,636		)	(82,972		)	(166,096		)	(164,035		)
Income before income taxes	242,876			215,729			380,979			314,399			293,342			148,815
Income tax benefit (expense)	74			52			(1,357		)	(575		)	(2,453		)	(1,292		)
Net income	242,950			215,781			379,622			313,824			290,889			147,523
Deduct net income attributable to noncontrolling interest	(2,847		)	(2,573		)	(4,621		)	(3,951		)	(4,539		)	(3,035		)
Net income attributable to AmeriGas Partners, L.P.	$	240,103		$	213,208		$	375,001		$	309,873		$	286,350		$	144,488
General partner’s interest in net income attributable to AmeriGas Partners, L.P.	$	7,794		$	6,384		$	14,534		$	11,603		$	24,429		$	18,449
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.	$	232,309		$	206,824		$	360,467		$	298,270		$	261,921		$	126,039
Income per limited partner unit (a)
Basic	$	1.71		$	1.56		$	2.85		$	2.49		$	2.81		$	1.35
Diluted	$	1.71		$	1.56		$	2.84		$	2.49		$	2.81		$	1.35
Average limited partner units outstanding:
Basic	92,883			92,830			92,867			92,827			92,854			92,813
Diluted	92,934			92,895			92,940			92,901			92,932			92,882
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)	474.9			464.4			849.0			815.1			1,279.1			1,222.3
Wholesale gallons sold (millions)	$	35.3		$	39.0		$	72.8		$	65.3		$	109.3		$	102.3
EBITDA (b)	$	331,232		$	303,561		$	561,473		$	491,400		$	661,269		$	507,938
Adjusted EBITDA (b)	$	331,232		$	308,957		$	561,473		$	502,284		$	676,924		$	553,124
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	16,653		$	11,293		$	30,391		$	21,347		$	60,531		$	43,108
Transition capital related to Heritage integration	$	—		$	6,440		$	—		$	10,981		$	9,394		$	27,246
Growth capital expenditures	$	11,087		$	10,215		$	20,618		$	22,109		$	37,705		$	42,123

(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, 2013.

(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 periods.

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 twelve months ended March 31, 2014 includes transition expenses of $15,655 associated with the Heritage Propane acquisition. EBITDA in the three, six and twelve months ended March 31, 2013 includes acquisition and transition expense of $5,396, $10,884 and $45,216, respectively, associated with the Heritage Propane acquisition. EBITDA in the twelve months ended March 31, 2013 includes a pre-tax gain of $30 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 March 31,						Six Months Ended March 31,				Twelve Months Ended March 31,
	2014			2013			2014		2013		2014		2013
Net income attributable to AmeriGas Partners, L.P.	$	240,103		$	213,208		$	375,001	$	309,873	$	286,350	$	144,488
Income tax (benefit) expense	(74		)	(52		)	1,357		575		2,453		1,292
Interest expense	42,046			41,776			83,636		82,972		166,096		164,035
Depreciation	38,353			37,607			79,856		75,930		163,232		153,873
Amortization	10,804			11,022			21,623		22,050		43,138		44,250
EBITDA	$	331,232		$	303,561		$	561,473	$	491,400	$	661,269	$	507,938
Heritage Propane acquisition and transition expense	—			5,396			—		10,884		15,655		45,216
Gain on extinguishments of debt	—			—			—		—		—		(30		)
Adjusted EBITDA (1)	$	331,232		$	308,957		$	561,473	$	502,284	$	676,924	$	553,124

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)	$	295,000
Interest expense (estimate)	166,000
Income tax expense (estimate)	3,000
Depreciation (estimate)	160,000
Amortization (estimate)	43,000
EBITDA	$	667,000

(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

May 8, 2014 2014 Q2 Earnings Conference Call May 8, 2014

May 8, 2014 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’s Annual Report on Form 10-K and quarterly reports on Form 10-Q 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

May 8, 2014 Jerry Sheridan CEO of AmeriGas

May 8, 2014 4 Q2 Adjusted EBITDA $309.0 $331.2 $200 $220 $240 $260 $280 $300 $320 $340 2 0 1 3 Q 2 2 0 1 4 Q 2 Adjusted EBITDA*, $ Millions * See appendix for Adjusted EBITDA reconciliation FY14 Guidance updated to $660 MM - $675 MM

May 8, 2014 5 Operational Update Operations • Volume increased 2.3% versus last year’s second quarter on weather that was 9.7% colder than last year • Western states experienced much warmer weather than normal; Large parts of CA and AZ saw the warmest Jan-Mar period since 1895 • The West represents nearly one-third of our business Q2 Weather vs Normal

May 8, 2014 6 Operational Update Operations • Supply shortages and a 51% increase in wholesale prices at Mt. Belvieu created a difficult operating environment for many of our locations • However, we redeployed significant assets and personnel in order to keep customers in gas. This includes our “AmeriGas Airborne” division • These resources and relationships with suppliers allowed AmeriGas to outperform many of our competitors who ran out of gas • However, we also saw higher uncollectible accounts expense, and higher repair and maintenance costs • Although costs and expenses rose quickly during the quarter, Adjusted EBITDA per gallon was $0.70 versus $0.67 last year

May 8, 2014 7 Operational Update Growth Initiatives • AmeriGas Cylinder Exchange (ACE): Volume growth of 16% from the prior-year quarter • National Accounts: Added 22 new accounts year to date representing 2.2 million additional annual gallons • Acquisitions: Two small acquisitions closed year-to-date Distribution • Distribution increased on 4/28/14 to $0.88 per quarter or $3.52 annualized • 10th consecutive year of distribution increases and 8th consecutive year of 5% or greater distribution increases

May 8, 2014 Q&A

May 8, 2014 Appendix

May 8, 2014 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.

May 8, 2014 11 AmeriGas Partners EBITDA Reconciliation 2014 2013 Net income attributable to AmeriGas Partners, L.P. 240,103$ 213,208$ Income tax (benefit) expense (74) (52) Interest expense 42,046 41,776 Depreciation 38,353 37,607 Amortization 10,804 11,022 EBITDA 331,232$ 303,561$ Heritage Propane acquisition and transition expense - 5,396 Gain on extinguishments of debt - - Adjusted EBITDA 331,232$ 308,957$ March 31, Three Months Ended

May 8, 2014 Investor Relations: 610-337-1000 Simon Bowman (x3645) bowmans@ugicorp.com