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 29, 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 July 29, 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 June 30, 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 July 30, 2014, the Partnership will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended June 30, 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 July 29, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated July 30, 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.
July 30, 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 July 29, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated July 30, 2014.

EX-99.1

Exhibit 99.1

Contact:	610-337-7000	For Immediate Release:
	Daniel Platt, ext. 1029	July 29, 2014
	Shelly Oates, ext. 3202

AmeriGas Partners Reports Third Quarter Earnings, Confirms Guidance

VALLEY FORGE, Pa., July 29 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported a seasonal net loss attributable to AmeriGas Partners for the third quarter of fiscal 2014 ended June 30, 2014 of $37.8 million compared to a seasonal net loss of $34.6 million for the third quarter of fiscal 2013. The Partnership’s adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) decreased to $55.1 million for the third quarter of 2014 compared to $69.0 million for the same period last year.

For the three months ended June 30, 2014, retail propane volumes sold were 215.6 million gallons compared with retail propane volumes of 224.7 million gallons in the prior-year period. Weather for the quarter was 9.3% warmer than normal and 9.7% warmer than in the prior-year period, according to the National Oceanic and Atmospheric Administration (NOAA).

Jerry E. Sheridan, chief executive officer of AmeriGas, said “Our results for the quarter were in line with our expectations given the warmer weather. As we had previously stated, last year’s third quarter results were unusually favorable due to cold spring weather that followed a relatively warm winter. We continue to make significant progress with our growth initiatives. Our National Accounts program experienced a solid quarter with volume up 11%. AmeriGas Cylinder Exchange, our nationwide cylinder exchange program, delivered volume growth of 4% during the third quarter. We continue to make good progress in expanding our exchange program, with more than 1,000 new distribution locations added this year.”

Sheridan continued, “Given our results thus far and our current assessment of business conditions for the remainder of the fiscal year, we continue to anticipate Adjusted EBITDA for fiscal 2014 to be in the range of $660 million to $675 million. We are pleased with the strong performance of the business thus far. Our year to date Adjusted EBITDA of $617 million is just about equal to our Adjusted EBITDA for all of last year. At the low end of our guidance levels, Adjusted EBITDA would be up 7% from last year and would have nearly doubled from just three years ago.”

Revenues for the quarter increased to $613.2 million from $581.7 million in the prior-year period, reflecting higher average selling prices, largely due to higher propane product costs, but partially offset by lower retail volumes sold. The average wholesale cost of propane at Mont Belvieu, Texas, for the current quarter was approximately 16% higher than the average cost in the same period last year. Total margin decreased $6.4 million principally reflecting lower retail propane total margin of $3.4 million and a $2.8 million loss on unsettled commodity derivative instruments. The lower retail propane margin is principally due to the decrease in volumes sold partially offset by modestly higher average retail propane unit margins.

Operating and administrative expenses in the prior-year period included $9.9 million of transition expenses associated with the integration of Heritage Propane. Excluding the effects of this expense, operating and administrative expenses increased $10.5 million during the 2014 period principally reflecting higher

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Page 2

AmeriGas Partners Reports Third Quarter Earnings, Confirms Guidance

payroll and benefits, general insurance, equipment repair and maintenance and advertising expenses. Operating income decreased $2.2 million principally reflecting the decrease in margin offset by lower depreciation expense.

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, unrealized and realized gains and losses on commodity derivative instruments not associated with current period transactions 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 and the public owns the remaining 74%.

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 9:00 AM ET on Wednesday, July 30, 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 Wednesday, July 30 through 11:59 PM ET on Wednesday, August 6. The replay may be accessed at 1-855-859-2056, and internationally at 1-404-537-3406, conference ID 69809906.

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 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 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-09 ### 7/29/14

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

REPORT OF EARNINGS

(Thousands, except per unit and where otherwise indicated)

(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,						Twelve Months Ended June 30,
	2014			2013			2014			2013			2014			2013
Revenues:
Propane	$	549,976		$	518,361		$	2,941,701		$	2,413,802		$	3,412,665		$	2,863,857
Other	63,261			63,358			210,985			220,771			271,991			281,001
	613,237			581,719			3,152,686			2,634,573			3,684,656			3,144,858
Costs and expenses:
Cost of sales - propane	320,839			283,037			1,750,500			1,306,728			2,015,346			1,554,526
Cost of sales - other	22,822			22,657			61,336			63,460			86,355			87,569
Operating and administrative expenses	225,141			224,452			744,007			733,267			954,668			966,870
Depreciation	37,069			41,738			116,925			117,668			158,563			157,300
Amortization	10,788			10,775			32,411			32,825			43,151			43,821
Other income, net	(7,848		)	(7,579		)	(21,534		)	(23,385		)	(30,652		)	(32,975		)
	608,811			575,080			2,683,645			2,230,563			3,227,431			2,777,111
Operating income	4,426			6,639			469,041			404,010			457,225			367,747
Interest expense	(41,328		)	(41,247		)	(124,964		)	(124,219		)	(166,177		)	(163,429		)
(Loss) income before income taxes	(36,902		)	(34,608		)	344,077			279,791			291,048			204,318
Income tax expense (benefit)	(847		)	59			(2,204		)	(516		)	(3,359		)	(1,441		)
Net (loss) income	(37,749		)	(34,549		)	341,873			279,275			287,689			202,877
Less: net income attributable to noncontrolling interest	(12		)	(46		)	(4,633		)	(3,997		)	(4,505		)	(3,602		)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(37,761	)	$	(34,595	)	$	337,240		$	275,278		$	283,184		$	199,275
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	6,155		$	5,045		$	20,689		$	16,648		$	25,540		$	20,139
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(43,916	)	$	(39,640	)	$	316,551		$	258,630		$	257,644		$	179,136
(Loss) income per limited partner unit (a)
Basic	$	(0.47	)	$	(0.43	)	$	3.04		$	2.70		$	2.76		$	1.92
Diluted	$	(0.47	)	$	(0.43	)	$	3.04		$	2.70		$	2.76		$	1.92
Average limited partner units outstanding:
Basic	92,888			92,838			92,873			92,830			92,865			92,824
Diluted	92,888			92,838			92,941			92,904			92,939			92,899
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)	215.6			224.7			1,064.6			1,039.8			1,270.0			1,243.0
Wholesale gallons sold (millions)	10.1			16.6			82.9			81.9			102.8			104.1
EBITDA (b)	$	52,271		$	59,106		$	613,744		$	550,506		$	654,434		$	565,266
Adjusted EBITDA (b)	$	55,052		$	68,968		$	616,525		$	571,252		$	663,008		$	605,307
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	16,581		$	12,645		$	46,972		$	33,992		$	64,467		$	44,550
Transition capital related to Heritage integration	$	—		$	4,749		$	—		$	15,730		$	4,645		$	28,995
Growth capital expenditures	$	12,702		$	8,905		$	33,320		$	31,014		$	41,502		$	40,067

(a) (Loss) 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 (loss) 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 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 June 30, 2014 includes transition expenses of $5,793 associated with the Heritage Propane acquisition. EBITDA in the three, nine and twelve months ended June 30, 2013 includes acquisition and transition expenses of $9,862, $20,746 and $40,041, respectively, associated with the Heritage Propane acquisition.

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 June 30,						Nine Months Ended June 30,				Twelve Months Ended June 30,
	2014			2013			2014		2013		2014		2013
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(37,761	)	$	(34,595	)	$	337,240	$	275,278	$	283,184	$	199,275
Income tax expense (benefit)	847			(59		)	2,204		516		3,359		1,441
Interest expense	41,328			41,247			124,964		124,219		166,177		163,429
Depreciation	37,069			41,738			116,925		117,668		158,563		157,300
Amortization	10,788			10,775			32,411		32,825		43,151		43,821
EBITDA	$	52,271		$	59,106		$	613,744	$	550,506	$	654,434	$	565,266
Heritage Propane acquisition and transition expenses	—			9,862			—		20,746		5,793		40,041
Net losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions	2,781			—			2,781		—		2,781		—
Adjusted EBITDA (1)	$	55,052		$	68,968		$	616,525	$	571,252	$	663,008	$	605,307

The following table includes a reconciliation of forecasted net income attributable to AmeriGas Partners, L.P. to forecasted Adjusted 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)	$	292,000
Interest expense (estimate)	166,000
Income tax expense (estimate)	3,000
Depreciation (estimate)	160,000
Amortization (estimate)	43,000
Net losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions	3,000
Adjusted 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 unrealized and realized gains and losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions and other 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. AmeriGas Propane accounts for gains and losses on its commodity derivative instruments in earnings as a component of cost of sales. This measure is not comparable to measures used by other entities and should only be considered in conjunction with net income (loss) attributable to AmeriGas Partners, L.P. for the relevant periods.

2

EX-99.2

July 30, 2014 2014 Q3 Earnings Conference Call July 30, 2014

July 30, 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 acquisitions, 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

July 30, 2014 Jerry Sheridan CEO of AmeriGas

July 30, 2014 4 Q3 Adjusted EBITDA * See appendix for Adjusted EBITDA reconciliation $69.0 $55.1 $0 $10 $20 $30 $40 $50 $60 $70 $80 2 0 1 3 Q 3 2 0 1 4 Q 3 Adjusted EBITDA*, $ Millions

July 30, 2014 5 Operational Highlights • Adjusted EBITDA was $55.1MM compared to $69MM in prior-year period • Warmer weather led to a 4% decrease in retail volume • Retail margins expanded with inflation • Unusual winter led to higher operating expenses • Affirmed EBITDA guidance for FY14 of $660 to $675 million

July 30, 2014 6 National Accounts • Volume up 11% in Q3 versus last year AmeriGas Cylinder Exchange (ACE) • Volume growth up 4% in Q3 and ~ 8% YTD • Added over 1,000 new locations YTD • Now 48,000 distribution locations nationwide Growth Initiatives

July 30, 2014 7 Earnings Power • Earnings have nearly doubled from just three years ago • 2014 YTD EBITDA through Q3 approximately equal to full- year 2013 EBITDA Strong Balance Sheet • Leverage Ratio ~ 3.6x • Distribution coverage > 1.2x ETP secondary offering • Completed offering of 8.5MM units, reducing ETP’s holdings to 4.4MM units or 4.7% of units outstanding Strategic Milestones

July 30, 2014 Q&A

July 30, 2014 Appendix

July 30, 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 business segments. UGI Corporation discloses the Partnership's EBITDA in its disclosures about its business segments as the profitability measure for its domestic propane segment.

July 30, 2014 11 AmeriGas Partners EBITDA Reconciliation 2014 2013 Net (loss) attributable to AmeriGas Partners, L.P. (37,761)$ (34,595)$ Income tax expense (benefit) 847 (59) Interest expense 41,328 41,247 Depreciation 37,069 41,738 Amortization 10,788 10,775 EBITDA 52,271$ 59,106$ Heritage Propane acquisition and transition expense - 9,862 Net losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions 2,781 - Adjusted EBITDA 55,052$ 68,968$ June 30, Three Months Ended

July 30, 2014 Investor Relations: 610-337-1000 Daniel Platt (x1029) pllattd@ugicorp.com