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 9, 2016

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 9, 2016, 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, 2016. 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 9, 2016 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

On November 10, 2016, 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, 2016.

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 9, 2016.
99.2	Presentation of AmeriGas Partners, L.P. dated November 10, 2016.

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 10, 2016	By:	/s/ G. Gary Garcia
		Name: G. Gary Garcia
		Title: Treasurer 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 9, 2016.
99.2	Presentation of AmeriGas Partners, L.P. dated November 10, 2016.

EX-99.1

Exhibit 99.1

Contact:	610-337-7000	For Immediate Release:
	Will Ruthrauff, ext. 6571	November 9, 2016
	Shelly Oates, ext. 3202

AmeriGas Partners Reports Fiscal Year 2016 Earnings

VALLEY FORGE, Pa., November 9 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported GAAP net income attributable to AmeriGas Partners for the year ended September 30, 2016 of $207.0 million, compared to net income attributable to AmeriGas Partners of $211.2 million for the year ended September 30, 2015. On an adjusted basis, the Partnership reported net income attributable to AmeriGas Partners of $190.5 million for the year compared with $258.6 million in the prior year. Adjusted net income attributable to AmeriGas Partners excludes the impact of unrealized gains and losses on commodity derivative instruments and losses from the early extinguishments of debt. A reconciliation of adjusted net income to GAAP net income is set forth at the end of this release.

The Partnership’s adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) was $543.0 million for the year compared with $619.2 million in the prior year. Retail volumes sold for the year decreased 10% to 1.07 billion gallons from 1.18 billion gallons in the prior year. The decrease in retail gallons sold reflects temperatures that were 15% warmer than normal and 12.5% warmer than the prior year.

Jerry E. Sheridan, president and chief executive officer of AmeriGas, said, "This year was a challenge due to significantly warmer weather than the prior year but our team navigated this challenge well. Our unit margins increased and our operating expenses were contained as we initiated our warm weather plan early in the heating season. We advanced our growth strategy through the completion of six acquisitions during the year and increased the number of National Accounts and Cylinder Exchange locations.

"In addition, we were pleased to have increased our distribution for the 12^th consecutive year. Looking forward, we are eager to continue making progress on our growth initiatives as well as deploying our technology across our national footprint to drive operational efficiency and improve the customer experience."

The Partnership announced earnings guidance for fiscal 2017 last month. For the year ending September 30, 2017, it expects to report adjusted EBITDA of $660 million to $700 million, assuming normal weather and excluding mark-to-market gains and losses on commodity derivative instruments. Because we are unable to predict certain potentially material items affecting net income on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments, we cannot reconcile 2017 Adjusted EBITDA, a non-GAAP measure, to net income attribute to AmeriGas Partners, L.P., the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. Adjustments that management can reasonably estimate are provided below.

AmeriGas Partners Reports Fiscal Year 2016 Earnings Page 2

About AmeriGas

AmeriGas is the nation’s largest retail propane marketer, serving approximately two million customers in all 50 states from approximately 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 2016 earnings and other current activities at 9:00 AM ET on Thursday, November 10, 2016. 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 November 10 through 11:59 PM on November 16. The replay may be accessed at (855) 859-2056, and internationally at 1-404-537-3406, conference ID 13777143.

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 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-05 ### 11/9/16

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,
	2016			2015			2016			2015
Revenues:
Propane	$	334,412		$	357,440		$	2,053,160		$	2,612,401
Other	59,136			60,796			258,657			272,921
	393,548			418,236			2,311,817			2,885,322
Costs and expenses:
Cost of sales - propane	128,487			138,078			719,842			1,301,167
Cost of sales - other	19,684			22,031			78,857			86,638
Operating and administrative expenses	242,208			225,980			928,786			953,283
Depreciation	35,998			38,750			146,805			152,204
Amortization	10,947			10,611			43,175			42,676
Other operating income, net	(6,173		)	(8,267		)	(28,252		)	(31,355		)
	431,151			427,183			1,889,213			2,504,613
Operating (loss) income	(37,603		)	(8,947		)	422,604			380,709
Loss on extinguishments of debt	(11,803		)	—			(48,889		)	—
Interest expense	(41,426		)	(40,438		)	(164,095		)	(162,842		)
(Loss) income before income taxes	(90,832		)	(49,385		)	209,620			217,867
Income tax benefit (expense)	3,680			(420		)	1,573			(2,898		)
Net (loss) income including noncontrolling interest	(87,152		)	(49,805		)	211,193			214,969
Add net loss (deduct net income) attributable to noncontrolling interest	324			110			(4,209		)	(3,758		)
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(86,828	)	$	(49,695	)	$	206,984		$	211,211
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	9,564		$	8,148		$	40,227		$	32,469
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.	$	(96,392	)	$	(57,843	)	$	166,757		$	178,742
Income (loss) per limited partner unit (a)
Basic	$	(1.04	)	$	(0.62	)	$	1.77		$	1.91
Diluted	$	(1.04	)	$	(0.62	)	$	1.77		$	1.91
Average limited partner units outstanding:
Basic	92,962			92,918			92,949			92,910
Diluted	92,962			92,918			93,023			92,977
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)	181.8			193.9			1,065.5			1,184.3
Wholesale gallons sold (millions)	9.7			12.3			49.7			54.4
Total margin (b)	$	245,377		$	258,127		$	1,513,118		$	1,497,517
Adjusted total margin (c)	$	240,969		$	257,290		$	1,447,039		$	1,545,358
EBITDA (c)	$	(2,137	)	$	40,524		$	559,486		$	571,831
Adjusted EBITDA (c)	$	5,302		$	39,696		$	542,963		$	619,189
Adjusted net (loss) income attributable to AmeriGas Partners, L.P. (c)	$	(79,389	)	$	(50,523	)	$	190,461		$	258,569
Expenditures for property, plant and equipment:
Maintenance capital expenditures	$	15,829		$	14,238		$	52,104		$	57,815
Growth capital expenditures	$	11,392		$	9,913		$	49,589		$	44,194

(a) Income (loss) 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, 2015.

(b) Total margin represents "total revenues" less "cost of sales - propane" and "cost of sales - other".

(c) The Partnership’s management uses certain non-GAAP financial measures, including adjusted total margin, EBITDA, adjusted EBITDA

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

REPORT OF EARNINGS

(Thousands, except per unit and where otherwise indicated)

(Unaudited)

and adjusted net income (loss) attributable to AmeriGas Partners, L.P., when evaluating the Partnership’s overall performance. These financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.

Management believes earnings before interest, income taxes, depreciation and amortization (“EBITDA”), as adjusted for the effects of gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that competitors do not necessarily have ("Adjusted 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 Adjusted EBITDA may be different from those used by other companies. Management uses Adjusted 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, the effects of gains and losses on commodity derivative instruments not associated with current-period transactions or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization, gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that competitors do not necessarily have from 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 Adjusted EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA, as adjusted to exclude gains and losses on commodity derivative instruments not associated with current-period transactions, to assess the profitability of the Partnership which is one of UGI Corporation’s industry segments. UGI Corporation discloses the Partnership’s EBITDA, as so adjusted, in its disclosure about industry segments as the profitability measure for its domestic propane segment.

Management believes the presentation of other non-GAAP financial measures, comprised of adjusted total margin and adjusted net income (loss) attributable to AmeriGas Partners, L.P., provide useful information to investors to more effectively evaluate the period-over-period results of operations of the Partnership. Management uses these non-GAAP financial measures because they eliminate the impact of (1) gains and losses on commodity derivative instruments that are not associated with current-period transactions and (2) other gains and losses that competitors do not necessarily have to provide insight into the comparison of period-over-period profitability to that of other master limited partnerships.

The following tables include reconciliations of adjusted total margin, EBITDA, adjusted EBITDA and adjusted net income attributable to AmeriGas Partners, L.P. to the most directly comparable financial measure calculated and presented in accordance with GAAP for all the periods presented:

(continued)

(continued)

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2016			2015			2016			2015
Adjusted total margin:
Total revenues	$	393,548		$	418,236		$	2,311,817		$	2,885,322
Cost of sales - propane	(128,487		)	(138,078		)	(719,842		)	(1,301,167		)
Cost of sales - other	(19,684		)	(22,031		)	(78,857		)	(86,638		)
Total margin	245,377			258,127			1,513,118			1,497,517
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions	(4,408		)	(837		)	(66,079		)	47,841
Adjusted total margin	$	240,969		$	257,290		$	1,447,039		$	1,545,358
Adjusted net (loss) income attributable to AmeriGas Partners, L.P.:
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(86,828	)	$	(49,695	)	$	206,984		$	211,211
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions	(4,408		)	(837		)	(66,079		)	47,841
Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions	44			9			667			(483		)
Loss on extinguishments of debt	11,803			—			48,889			—
Adjusted net (loss) income attributable to AmeriGas Partners, L.P.	$	(79,389	)	$	(50,523	)	$	190,461		$	258,569

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2016			2015			2016			2015
EBITDA and Adjusted EBITDA:
Net (loss) income attributable to AmeriGas Partners, L.P.	$	(86,828	)	$	(49,695	)	$	206,984		$	211,211
Income tax (benefit) expense	(3,680		)	420			(1,573		)	2,898
Interest expense	41,426			40,438			164,095			162,842
Depreciation	35,998			38,750			146,805			152,204
Amortization	10,947			10,611			43,175			42,676
EBITDA	(2,137		)	40,524			559,486			571,831
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions	(4,408		)	(837		)	(66,079		)	47,841
Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions	44			9			667			(483		)
Loss on extinguishments of debt	11,803			—			48,889			—
Adjusted EBITDA	$	5,302		$	39,696		$	542,963		$	619,189

(continued)

(continued)

The following table includes a quantification of interest expense, income tax expense, depreciation and amortization included in the calculation of forecasted Adjusted EBITDA guidance range for the fiscal year ending September 30, 2017: 

	Forecast Fiscal Year Ending September 30, 2017
	(Low End)		(High End)
Adjusted EBITDA (estimate)	$	660,000	$	700,000
Interest expense (estimate)	160,000		159,000
Income tax expense (estimate)	3,000		3,000
Depreciation (estimate)	141,000		141,000
Amortization (estimate)	43,000		43,000

EX-99.2

1 Fiscal Year 2016 Results FY17 Outlook Jerry Sheridan President & CEO, AmeriGas

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. In addition, this presentation uses certain non-GAAP financial measures. Please see the appendix for reconciliations of these measures to the most comparable GAAP financial measure. About This Presentation

3 Fiscal Year Recap Jerry Sheridan President & CEO, AmeriGas

4 FY16 Adjusted EBITDA1  Retail volumes sold for FY16 decreased 10% to 1.07 billion gallons from 1.18 billion gallons in the prior year  2nd warmest year in 121 years $619 $543 $0 $100 $200 $300 $400 $500 $600 $700 FY15 FY16 1 Adjusted EBITDA is a non-GAAP measure. See appendix for reconciliation.

5 Growth Initiatives National Accounts  Added 39 accounts and renewed 40 agreements AmeriGas Cylinder Exchange  Added new business that represents sales of ~ 1 million cylinders M&A  Closed six tuck-in acquisitions adding ~10 million gallons annually

6 Continuing to Deliver Value  12th consecutive annual distribution increase  Outstanding total unitholder returns: Annualized Total Returns 1 Year 5 Year 10 Year 19.8% 8.8% 12.2%  Looking ahead we expect adjusted EBITDA of $660 – $700 million in FY171 1 Because we are unable to predict certain potentially material items affecting net income on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments, we cannot reconcile 2017 Adjusted EBITDA, a non-GAAP measure, to net income attribute to AmeriGas Partners, L.P., the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. Adjustments that management can reasonably estimate are provided in the appendix.

7 Appendix

8  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. AmeriGas Supplemental Footnotes

9 AmeriGas Adjusted EBITDA (Millions of dollars) Year Ended September 30, EBITDA and Adjusted EBITDA: 2016 2015 Net income attributable to AmeriGas Partners 207.0$ 211.2$ Income tax (benefit) expense (a) (1.6) 2.9 Interest expense 164.1 162.8 Depreciation 146.8 152.2 Amortization 43.2 42.7 EBITDA 559.5 571.8 (Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions (66.1) 47.8 A d loss on extinguishments of debt 48.9 - Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions 0.7 (0.4) Adjusted EBITDA 543.0$ 619.3$ (a) Includes the impact of rounding.

10 AmeriGas Adjusted EBITDA Guidance (Low End) (High End) Adjusted EBITDA (estimate) 660,000$ 700,000$ Interest expense (estimate) 160,000 159,000 Income tax expense (estimate) 3,000 3,000 Depreciation (estimate) 141,000 141,000 Amortization (estimate) 43,000 43,000 Forecast Fiscal Year Ending September 30, 2017 (Thousands)

11 Investor Relations: Will Ruthrauff 610-456-6571 ruthrauffw@ugicorp.com