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 12, 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 November 12, 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 and year ended September 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.

In its November 12, 2014 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

On November 13, 2014, 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, 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 November 12, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated November 13, 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.
November 13, 2014	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 12, 2014.
99.2	Presentation of AmeriGas Partners, L.P. dated November 13, 2014.

EX-99.1

Exhibit 99.1

Contact:	610-337-7000	For Immediate Release:
	Daniel Platt, ext. 1029	November 12, 2014
	Shelly Oates, ext. 3202

AmeriGas Partners Reports Record Earnings for Fiscal 2014

VALLEY FORGE, Pa., November 12 - 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, 2014 of $289.9 million, compared to net income of $221.2 million for the fiscal year ended September 30, 2013. Improved results for fiscal 2014 resulted from colder than normal weather, synergies resulting from the Heritage Propane acquisition and the absence of $26.5 million of transition expenses recorded in fiscal 2013 associated with the integration of Heritage Propane.

Retail volumes sold for fiscal 2014 increased to 1.28 billion gallons from 1.25 billion gallons in the prior fiscal year. The increase in retail gallons sold in fiscal 2014 reflects temperatures that were 3.4% colder than normal and 8.8% colder than the prior year, according to the National Oceanic and Atmospheric Administration. The Partnership’s adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) was $664.8 million for fiscal 2014 compared with $617.7 million in fiscal 2013, reflecting an increase in total margin partially offset by an increase in operating and administrative expenses and lower other income.

Retail volumes sold during the fourth quarter of fiscal 2014 were 211.0 million gallons, an increase of 5.6 million gallons from the fourth quarter of fiscal 2013, primarily due to increased residential volumes. Adjusted EBITDA for the quarter was $48.3 million compared with $46.5 million for the fourth quarter of fiscal 2013. The Partnership recorded a seasonal loss attributable to AmeriGas Partners for the fourth quarter of fiscal 2014 of $47.3 million compared to a seasonal loss of $54.1 million for the prior-year period.

Jerry E. Sheridan, president and chief executive officer of AmeriGas, said, “Fiscal 2014 will be remembered as a very successful, yet challenging, year for AmeriGas. Our nationwide infrastructure was a clear competitive advantage during the supply crunch this past winter and helped us deliver on our commitments to our customers and shareholders. We delivered strong financial results, generating $665 million of adjusted EBITDA, nearly doubling the earnings of AmeriGas from two years ago, while returning our distribution coverage and leverage ratios to the more conservative levels at which we have historically run the business.”

-MORE-

AmeriGas Partners Reports Record Earnings for Fiscal 2014 Page 2

Sheridan continued, “As we announced last week, assuming normal weather patterns this winter and given our assessment of current business conditions, we expect to report Adjusted EBITDA in the range of $670 million to $700 million and net income in the range of $308 million to $338 million for the fiscal year ending September 30, 2015.”

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, excluding unrealized and realized gains and losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current-period transactions and transition expenses associated with Heritage Propane. Total margin represents total revenues less total cost of sales. Management believes the presentation of these non-GAAP 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 approximately two million customers in all 50 states from over 2,000 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 fiscal 2014 earnings and other current activities at 9:00 AM ET on Thursday, November 13, 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-presentationsor at the company website http://www.amerigas.com under Investor Relations. A telephonic replay will be available from 12:00 PM ET on November 13 through 11:59 PM on November 20. The replay may be accessed at (855) 859-2056, and internationally at 1-404-537-3406, conference ID 19612367.

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

This press release 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 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-13 ### 11/12/14

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,
	2014			2013			2014			2013
Revenues:
Propane	$	499,167		$	470,964		$	3,440,868		$	2,884,766
Other	61,082			61,006			272,067			281,777
	560,249			531,970			3,712,935			3,166,543
Costs and expenses:
Cost of sales - propane	284,092			264,846			2,034,592			1,571,574
Cost of sales - other	20,646			25,019			81,982			88,479
Operating and administrative expenses	219,956			210,661			963,963			943,928
Depreciation	37,095			41,638			154,020			159,306
Amortization	10,784			10,740			43,195			43,565
Other income, net	(5,916		)	(9,118		)	(27,450		)	(32,503		)
	566,657			543,786			3,250,302			2,774,349
Operating (loss) income	(6,408		)	(11,816		)	462,633			392,194
Interest expense	(40,617		)	(41,213		)	(165,581		)	(165,432		)
(Loss) income before income taxes	(47,025		)	(53,029		)	297,052			226,762
Income tax expense	(407		)	(1,155		)	(2,611		)	(1,671		)
Net (loss) income	(47,432		)	(54,184		)	294,441			225,091
Add net loss (deduct net income) attributable to noncontrolling interest	85			128			(4,548		)	(3,869		)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(47,347	)	$	(54,056	)	$	289,893		$	221,222
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	6,060		$	4,850		$	26,749		$	21,498
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(53,407	)	$	(58,906	)	$	263,144		$	199,724
(Loss) income per limited partner unit (a)
Basic	$	(0.58	)	$	(0.63	)	$	2.82		$	2.14
Diluted	$	(0.58	)	$	(0.63	)	$	2.82		$	2.14
Average limited partner units outstanding:
Basic	92,888			92,842			92,876			92,832
Diluted	92,888			92,842			92,946			92,910
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)	211.0			205.4			1,275.6			1,245.2
Wholesale gallons sold (millions)	10.5			19.9			93.4			101.8
EBITDA (b)	$	41,556		$	40,690		$	655,300		$	591,196
Adjusted EBITDA (b)	$	48,270		$	46,483		$	664,795		$	617,735
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	23,315		$	17,495		$	70,287		$	51,487
Transition capital related to Heritage integration	$	—		$	4,645		$	—		$	20,375
Growth capital expenditures	$	10,327		$	8,182		$	43,647		$	39,196

(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 of America (“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)

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 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.

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 period-over-period results of operations of the Partnership. Management uses Adjusted EBITDA to exclude from AmeriGas Partners, L.P. 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. Adjusted EBITDA 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.

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

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2014			2013			2014		2013
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(47,347	)	$	(54,056	)	$	289,893	$	221,222
Income tax expense	407			1,155			2,611		1,671
Interest expense	40,617			41,213			165,581		165,432
Depreciation	37,095			41,638			154,020		159,306
Amortization	10,784			10,740			43,195		43,565
EBITDA	$	41,556		$	40,690		$	655,300	$	591,196
Heritage Propane acquisition and transition expenses	—			5,793			—		26,539
Net losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions	6,714			—			9,495		—
Adjusted EBITDA	$	48,270		$	46,483		$	664,795	$	617,735

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, 2015: 

	Forecast Fiscal Year Ending September 30, 2015
Net income attributable to AmeriGas Partners, L.P. (estimate)	$	323,000
Interest expense (estimate)	163,000
Income tax expense (estimate)	4,000
Depreciation (estimate)	154,000
Amortization (estimate)	41,000
Adjusted EBITDA (c)	$	685,000

(c)     Represents the midpoint of Adjusted EBITDA guidance range for fiscal 2015. Forecasted net income attributable to AmeriGas Partners,

L.P. for fiscal 2015 excludes the impact of potential gains or losses on commodity derivative instruments not associated with current

period transactions since this number cannot be reasonably estimated / forecasted.

EX-99.2

November 13, 2014 2014 Q4 Earnings Conference Call November 13, 2014

November 13, 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 in the United States and in foreign countries, 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

November 13, 2014 Jerry Sheridan CEO of AmeriGas

November 13, 2014 4 Q4 Adjusted EBITDA * See appendix for Adjusted EBITDA reconciliation $46.5 $48.3 $30 $35 $40 $45 $50 Q4 2013 Q4 2014 Adjusted EBITDA*, $ Millions

November 13, 2014 5 Fiscal 2014 Adjusted EBITDA * See appendix for Adjusted EBITDA reconciliation $617.7 $664.8 $500 $540 $580 $620 $660 $700 FY2013 FY2014 Adjusted EBITDA*, $ Millions

November 13, 2014 6 AmeriGas Cylinder Exchange (ACE) • Volume growth up 8% in fiscal 2014 • Added over 1,300 new locations • Now 48,000 distribution locations nationwide National Accounts • 22% volume growth in fiscal 2014 • Over 50 new accounts added Local Acquisitions • Seven deals closed in fiscal 2014 Growth Initiatives

November 13, 2014 7 Strong Balance Sheet • Leverage Ratio ~ 3.6x • Distribution coverage - 1.2x Earnings Power • Earnings have nearly doubled from just two years ago • FY15 Adjusted EBITDA Guidance of $670MM-$700MM • Supports long-term goals of 3%-4% EBITDA growth and 5% distribution growth Strategic Milestones

November 13, 2014 Q&A

November 13, 2014 Appendix

November 13, 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.

November 13, 2014 11 AmeriGas Partners EBITDA Reconciliation 2014 2013 2014 2013 Net (loss) income attributable to AmeriGas Partners, L.P. (47,347)$ (54,056)$ 289,893$ 221,222$ Income tax expense 407 1,155 2,611 1,671 Interest expense 40,617 41,213 165,581 165,432 Depreciation 37,095 41,638 154,020 159,306 Amortization 10,784 10,740 43,195 43,565 EBITDA 41,556$ 40,690$ 655,300$ 591,196$ Heritage Propane acquisition and transition expense - 5,793 - 26,539 Net losses on commodity derivative instruments entered into beginning April 1, 2014, not associated with current period transactions 6,714 - 9,495 - Adjusted EBITDA 48,270$ 46,483$ 664,795$ 617,735$ September 30, Three Months Ended Twelve Months Ended September 30,

November 13, 2014 12 AmeriGas Partners Adj. EBITDA Guidance Reconciliation Forecast Fiscal Year Ending September 30, 2015 Net income attributable to AmeriGas Partners, L.P. (estimate) 323,000$ Interest expense (estimate) 163,000 Income tax expense (estimate) 4,000 Depreciation (estimate) 154,000 Amortization (estimate) 41,000 Adjusted EBITDA (c) 685,000$ (c) Represents the midpoint of Adjusted EBITDA guidance range for fiscal 2015. Forecasted net income attributable to AmeriGas Partners, L.P. for fiscal 2015 excludes the impact of potential gains or losses on commodity derivative instruments not associated with current period transactions since this number cannot be reasonably estimated / forecasted.

November 13, 2014 Investor Relations: 610-337-1000 Daniel Platt (x1029) plattd@ugicorp.com