Form 8-K AMERIGAS PARTNERS LP For: Nov 05

�

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

AmeriGas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

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 5, 2014, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the "Partnership"), issued a press release announcing expected financial results for the Partnership for the fiscal 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 5, 2014 press release, the Partnership also announced earnings guidance for the fiscal year ending September 30, 2015. The November 5, 2014 press release also references UGI Corporation's Analyst Day to be held on November 6, 2014. The presentation materials for the live audio webcast will be available in the "Investor Relations" section of UGI Corporation's website (www.ugicorp.com) during and following the webcast. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, 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 exhibit is being furnished herewith:

99.1 Press Release of AmeriGas Partners, L.P. dated November 5, 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.

Exhibit�Index

AmeriGas Issues Earnings Guidance for Fiscal Years 2014 and 2015

VALLEY FORGE, Pa., November 5 � AmeriGas Partners, L.P. (NYSE: APU) today announced earnings guidance for fiscal years 2014 and 2015. The Partnership expects to report net income attributable to AmeriGas Partners of approximately $290�million for its fiscal year ended September�30, 2014. Adjusted earnings before interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) is expected to be approximately $665�million for the 2014 fiscal year.

Jerry E. Sheridan, president and chief executive officer of AmeriGas, said, �We expect Adjusted EBITDA for fiscal 2014 to be in line with our previously-issued guidance. Looking ahead to fiscal 2015, assuming normal weather patterns this coming winter, we expect to report Adjusted EBITDA in the range of $670 to $700�million and net income attributable to AmeriGas Partners in the range of $308�million to $338�million. We look forward to discussing this guidance in more detail as well as the future prospects for our business during our presentation at UGI�s Analyst Day tomorrow morning in New York City.� AmeriGas is scheduled to release more detailed results for the fiscal year ended September�30, 2014 on its earnings call on November�13, 2014.

Interested parties may listen to a live audio webcast of UGI Corporation�s Analyst Day with the supporting slide presentation by visiting the company website http://www.ugicorp.com and clicking on Investor Relations. The AmeriGas presentation is scheduled to begin at 10:15�a.m. Eastern Time.

- More -

1

AmeriGas Issues Earnings Guidance for Fiscal Years 2014 and 2015 Page 2

About AmeriGas
AmeriGas is the nation�s largest retail propane marketer, serving approximately two million customers in all 50 states from over 2,100 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership and the public owns the remaining 74%.

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.

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
REPORT OF EARNINGS
(Thousands, except per unit and where otherwise indicated)

The following table includes reconciliations of net income attributable to AmeriGas Partners, L.P. to EBITDA and Adjusted EBITDA for fiscal 2014 and fiscal 2015 guidance.

* 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.

- More -

2

AmeriGas Issues Earnings Guidance for Fiscal Years 2014 and 2015 Page 3

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 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.

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 attributable to AmeriGas Partners, L.P.

AP-12 ### 11/5/14

3

You May Also Be Interested In

• MYTILINEOS ENERGY & METALS: FIRST QUARTER 2024 TRADING UPDATE
• New CPS Protection Platform: TXOne Networks Presents SageOne in Hannover
• Municipality Finance issues a GBP 50 million tap under its MTN programme