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):  September 29, 2014

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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.

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On September 29, 2014, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2014. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated September 29, 2014, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2014.

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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Exhibit 99.1

FERRELLGAS PARTNERS REPORTS RECORD FISCAL 2014 RESULTS:

GROSS PROFIT, ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW

OVERLAND PARK, KAN., September 29, 2014 (GLOBENEWSWIRE) — Ferrellgas Partners, L.P. (NYSE:FGP) today reported record gross profit, Adjusted EBITDA and distributable cash flow (DCF) for the fiscal year ended July 31, 2014.

Gross profit rose 7% to $791.3 million on increased propane sales volumes and margins, in addition to recently acquired midstream operations.  Adjusted EBITDA improved to $288.1 million, meeting management’s previously provided guidance of $285 million to $290 million, nearly 6 % higher than the prior record of $272.2 million achieved in fiscal 2013.  Distributable cash flow attributable to equity investors improved to $190.5 million, producing DCF coverage of 1.17x, compared with $183.1 million and DCF coverage of 1.13x in fiscal 2013.

President and Chief Executive Officer Steve Wambold pointed out, “We are very happy to deliver these record results to our investors, and I could not be more proud of the way our organization performed this year in support of our customers and investors alike.  Of longer-term significance, we were successful in taking our first step toward our strategic vision of diversifying our operations with our acquisition of Sable Environmental in May, and the establishment of our midstream division.  Through this acquisition and two subsequent acquisitions in May and September, we are a significant provider of fluid logistics and salt water disposal services in the Eagle Ford Shale region of south Texas.”

Wambold continued, “Fiscal 2014 represents our sixth record Adjusted EBITDA performance in the last nine years and we intend to build upon our success in fiscal 2015. Including the full-year impact from our midstream operations and the seven propane operations we acquired in fiscal 2014, we anticipate Adjusted EDITDA to range between $300 million and $320 million in fiscal 2015.”

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Add One

Propane sales volumes for the year grew 5% to 946.6 million gallons, from 901.4 million gallons sold in the year prior.  Temperatures, as reported by the National Oceanic and Atmospheric Administration in the more highly concentrated geographic areas the partnership serves, were 4% colder than normal in fiscal 2014.  Blue Rhino tank exchange transactions contributed to the sales increase, posting a more than 9% improvement over the prior-year performance.

Operating expense for the year increased to $446.2 million from $410.1 million, reflecting the incremental cost associated with increased propane sales volumes while contending with the propane industry’s supply shortages that occurred last winter.  In addition, the acquisition of midstream operations and an accrual for contingent consideration related to the Sable transaction also increased operating expenses this fiscal year.  General and administrative expense rose to $46.0 million from $42.0 million, primarily attributable to performance-based incentives and acquisition-related expenses.  Interest expense improved to $86.5 million from $89.1 million, reflecting the benefit of the partnership’s refinancing of senior notes in October 2013.

Net earnings for the year were $33.7 million, or $0.41 per common unit, including a loss on the early extinguishment of debt associated with the refinancing of the partnership’s senior notes.  Excluding this nonrecurring expense, net earnings per common unit were $0.67 compared to $0.71 in fiscal 2013.

Add Two

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia and Puerto Rico, and provides midstream services to major energy companies in the United States.  Ferrellgas employees indirectly own more than 22 million common units of the partnership through an employee stock ownership plan.  More information about the partnership can be found online at www.ferrellgas.com.

Statements in this release concerning expectations for the future are forward-looking statements.  A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations.  These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2014 and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contacts:

Alan Heitmann, Investor Relations

alheitmann@ferrellgas.com or (816) 792-6879

Scott Brockelmeyer, Media Relations

scottbrockelmeyer@ferrelllgas.com or (913) 661-1830

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FERRELLGAS PARTNERS, L.P.  AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

(a)       The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $182 million of 8.625% notes which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE AND TWELVE MONTHS ENDED JULY 31, 2014 AND 2013

(in thousands, except per unit data)

Supplemental Data and Reconciliation of Non-GAAP Items:

(a)        Non-cash stock and unit-based compensation charges consist of the following:

(b)        Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.

(c)         Adjusted EBITDA is calculated as earnings (loss) before income tax expense(benefit), interest expense, depreciation and amortization expense, loss on extinguishment of debt, non-cash employee stock ownership plan compensation charge, non-cash stock and unit-based compensation charge, loss on disposal of assets,other expense (income), net, change in fair value of contingent consideration, litigation accrual and related legal fees associated with a class action lawsuit and net earnings(loss) attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes makes it easier to compare its results with other companies that structures. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that have different financing and capital are computed in accordance with GAAP.

(d)        Net cash interest expense is the sum of interest expense less non-cash interest expense and other expense (income), net. This amount includes interest expense related to the accounts receivable securitization facility.

(e)         Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.

(f)          Management considers distributable cash flow to equity investors a meaningful non-GAAP measure of the partnership’s ability to declare and pay quarterly distributions to equity investors.  Distributable cash flow to equity investors, as management defines it, may not be comparable to distributable cash flow to equity investors or similarly titled measurements used by other corporations and partnerships.  Items added into our calculation of distributable cash flow to equity investors that will not occur on a continuing basis may have associated cash payments.  Distributable cash flow to equity investors may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.