Good afternoon and welcome everyone to the UGI and AmeriGas partners Fourth Quarter Fiscal Year 2007 Earnings Results Conference Call and audio webcast. At this time for opening remarks and introduction, I would like to turn the call over to Mr. Bob Krick. Please go ahead, sir.

Good afternoon and thank you for joining us today. As we begin, let me remind you that our comments will contain certain forward-looking statements which the management of UGI and AmeriGas believe 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 annual reports on Form 10-K for a full list of factors that could affect results, but among them are adverse weather conditions, price volatility and availability of all energy products including natural gas, propane and fuel oil, increased customer conservation measures, political, economic, legislative and regulatory changes in the US and abroad, currency exchange rates and competition from the same and alternative energy sources. UGI and AmeriGas undertakes no obligation to release revisions to this forward-looking statements to reflect the events or circumstances occurring after today. With me today are John Walsh, President and COO of UGI, Gene Bissell, President and CEO of AmeriGas and Peter Kelly, CFO of UGI and of course your host, Chairman and CEO of UGI, Lon Greenberg.

Thank you, Bob. Hi everyone and let me welcome you to our call. I trust you have all had the opportunity to read our press releases that reported our 2007 Fiscal Year results. In the press releases, UGI reported earnings per share of $1.89 for fiscal year 2007. As you noted by reading the press release, there was a $0.12 gain from the sale of a terminal by AmeriGas which adjust for that $0.12 earnings per share worth $1.77 which we consider consistent with our approximately $1.75 earnings guidance. In addition, AmeriGas reported EBITDA of nearly $293 million excluding the one time gain on the terminal that I have just mentioned. This too was consistent with our guidance. As most of you are aware, the last quarter of our fiscal year is not typically a significant earnings quarter for us and this year was no exception. Indeed, there is really nothing noteworthy in our fourth quarter performance that I need to call to your attention. Looking at our earnings performance for the year, what strikes me is that fiscal year 2007 demonstrated the benefits of our product and geographic diversification which is inherent in our business units. Our international LPG distribution businesses were as you know buffeted by extraordinary record winter warmth. On the other hand, our domestic business units picked up the slack with particularly excellent performance at our domestic propane business, AmeriGas and our energy service businesses. Our results also show that we continue to execute well in our efforts to redeploy investable cash, in this case, our earnings were helped by the expansion of our natural gas distribution business through the acquisition of UGI Penn Natural Gas. All of you know by now that our long-term financial goals are to grow our earnings per share 6% to 10%, in the case of UGI, raised our dividend 4% and in the case of AmeriGas, raised the distribution of at least 3%. Before I go into why I believe next year will be yet another year where we achieve these financial goals, I would like to turn the call over to Peter Kelly to give you some additional insight into our financial performance. Peter will then turn the call over to John Walsh who will give you some flavor for the progress we made in our operating units, John will then turn the call over to Gene Bissell who will comment on the outstanding over the year at AmeriGas and finally, Gene will return the microphone to me for some concluding comments. At this time, I will turn it over to Peter.

I would like to cover four items, first, our consolidated results for 2007; second some color on each of our major businesses; third, our balance sheet and finally, our liquidity. Our EPS was $1.89 up 14.5% from the $1.65 reported in 2006. We have removed the $0.12 gain on the sale of our Bumstead storage facility. Our adjusted EPS was $1.77 which was in the range of guidance provided 12 months ago and represents a very credible performance given the extraordinary weather conditions in Europe. This adjusted $1.77 concurs very favorably to an EPS of $1.58 in 2006. Also, adjusted in one time items. This $0.19 increase was largely a result of improved performance in our domestic operations with AmeriGas energy services and utilities including PNG, all performing well with weather only slightly colder than 2006. This improved performance in our domestic operations was partly offset by the performance of our international operations which were impacted by extremely warm weather. In addition, our income tax charge was higher in 2006 as we returned to a more typical effective tax rate of just over 38%. Turning now to our business segment results; AmeriGas methane contributions for 2007 and 2006 were $53.2 million and $25.1 million, an improvement of $28.1 million from which $12 million was the gain from the sale of the Bumstead storage facility. Retail volumes were of 3.2% reflecting slightly colder weather in 2006 and the effects of higher sales in our AmeriGas Cylinder Exchange Program. AmeriGas EBITDA was $338.7 million versus $237.9 million in 2006. 2007 was a record even after adjusting for the $46 million gain coming from the sale of our Bumstead facility and Gene will have more comments on AmeriGas’s performance. Net income for international propane was $44.9 million versus the $67.1 million reported in…

Peter has provided you with the financial overview of our full year performance. I will focus my remarks on the operational performance of our businesses and progress on our strategic initiatives. As a distributor marketer, UGI’s ability to perform is built on our strong focus on execution. In particular, we believe that execution in three key areas; expense control, margin enhancement and cash flow management enables us to deliver consistently higher levels of performance as external market conditions vary. This focus on fundamentals served us well in Fiscal Year ’07. In addition to delivering the strong financial and operational performance, we also made good progress on the strategic objectives established for each business. I would like to come in briefly on the progress made in each of our units. Our utilities business had an eventful and successful year. We made great progress on our integration plan for UGI Penn Natural Gas, which we acquired in August 2006. We are on target in terms of synergy savings, operational alignment and the integration of key functions. The addition of the UGI Penn Natural Gas team has strengthened our overall utilities operation and we have identified further opportunities to improve performance. Finally and most critically, we delivered on our commitment to maintain high levels of customer service during the acquisition and integration process. Our gas utility which now covers both the UGI and UGI Penn Natural Gas Service territories, recently received the JD Power Award for customer satisfaction as the highest rated gas utility in the northeast US for the fifth consecutive year. As a result of the PNG acquisition and weather that was 4% colder than fiscal year ’06, throughput in our gas utility increased by about 50 BCF. Net income increased by over $20 million as we benefited from the full…

Fiscal Year 2007 was a successful year for AmeriGas not just in terms of earnings, but also because of the progress that we have made on our four strategies. We increased net income by 34% due primarily to an increase in the gallons we delivered and better margins. Volume was up 3% mostly due to colder weather, but also as a result of growth in our cylinder exchange program. Expenses increased by $27 million over a third of the increase in expenses that relates to growth in the AmeriGas Cylinder Exchange Program and the acquisitions we completed this year. A number of safety and regulatory initiatives also contributed to the increase in expense of last year and I am pleased to say that higher employee bonuses related to our strong financial results were another reason for the increase in expenses. Last year we earned the EBITDA of $292.6 million excluding the gain on the sale of our Arizona storage facility on weather that was roughly 6.5% warmer than normal. That compares to EBITDA of $249.5 million in 2005, a year with similar weather. We have achieved this 17% increase in earnings to effective execution of our four strategies. Those strategies include adding 20 million gallons per year through acquisitions of independent marketers, growing our residential and commercial customer base through improvements in sale’s effectiveness and customer service, leveraging our unmatched geographic coverage and dedicated resources to grow our strategic accounts and cylinder exchange programs and by applying innovation, technology and best practices to improve sales, customer service and safety. Let me review how we performed on each one of our strategies this year. We completed the acquisition of five retail marketers this year adding about 46 million gallons and about 70,000 customers. The largest acquisitions were the Shell business in…

Thanks, Gene. Allow me to leave all of you with the following thoughts. With respect to next year, we expect our 2008 Fiscal Year to be an excellent year for us. With UGI EPS between $1.95 and $2.05 and AmeriGas EBITDA in the range of $300 million to $310 million. As you have become accustomed with us, the usual caveat supply including in general, all the risks that we note in our SEC filings and in particular, we expect to have weather that is relatively normal in both the US and Europe in that forecast. We made good progress in all of our business units during 2007. Some of that progress was noticeable in 2007 Financial Results and some of it not noticeable because it represented progress on our execution of our core strategies to build for the future. In particular, we expect to see contributions to earnings this year from AmeriGas’s progress last year in pursuing its acquisition strategy from investments we made in energy services to grow its mid stream natural gas peaking assets and from further progress in our gas utility from the continued assimilation of UGI in natural gas. At the time, we assume performance in our international LPG units will improve due if nothing else, to a return to more normal winter weather conditions. As Peter mentioned we had investable cash at Fiscal 2007 year end of $113 million and expect to generate another $90 million to $100 million more this year. There are opportunities out there to redeploy the cash balances, expect that as always to pursue available opportunities in a disciplined manner we have traditionally done. This is not to say that we do not have our share of challenges, we of course do. This include high LPG prices as Gene mentioned, developing regulatory and legislative policies which favor alternative non-carbon fuels at the expense of carbon based fuels, both internationally and domestically, and of course in all of our businesses, the usual highly competitive marketplace. Uncomfortable that we are examining the right issues, putting in place the correct strategy and executing against clear objectives and goals, and of course that gives me the confidence in our 2008 performance. So I am quite optimistic that when we have our call at this time next year, we will be reporting another year of progress and an excellent financial performance. That concludes our prepared remarks and Gwen will take whatever questions we get.

We will go first to Shenir Gurshnooney with UBS. Shenir Gurshnooney – UBS: Just a couple of quick questions here, first and foremost if you can remind us about the wholesale gallons word EPU during this past quarter?

Wholesale business as a whole was off year-over-year, I think, but Gene do you have? Jerry Sheridan the CFO of AmeriGas is also with us. $44 million for the quarter versus $42 last year, so virtually flat.

There is not a lot of profit associated with that for us. Shenir Gurshnooney – UBS: Alright, yes, it is just to fill in some of the blanks. Just a couple of interesting questions at EPU, given the fact that you are now entering into the high split, will we see less of an impact of the IETF over the next year during the winter heating season?

More of an impact, I think. We were going through the usual stuff for our case and things and I think I read that it would be more of an impact because of the increase in the high splits, so that might create more, but you asked about for the winter season? Shenir Gurshnooney – UBS: Yes.

Yes, that creates more cash flow. It creates disproportion allocation, it should be more, should it not? Let me give it to Jerry who is the CFO of AmeriGas.

What has really happened here is that this is the crossover year for AmeriGas where our income per unit actually exceeded our distribution per unit and of course, we had the extra $0.25 that was distributed this year, so going forward, as long as our income continues to exceed our distribution, we are going to have a higher impact in the EITF.

I think, with a lot of the normal MLP, the earnings per unit do not exceed the distributions, and so maybe you are accustomed to a different effect that we might have. Shenir Gurshnooney – UBS: Okay, fair enough. And if I can ask just one last final question. What is the volumes number that you are assuming for your EBITDA range for EPU for 2008?

We generally do not give out a projection on volume. I will tell you directionally, assuming, last year was somewhat warmer, as you know, I think it was 6% or 7% warmer. 6.5% warmer last year than normal, and so should we have more normal weather, we would expect to exceed that volume and we will have acquisitions included as well of the 46 million gallons that Gene mentioned in acquisitions and then lastly, we expect to grow as we have in the last few years as Gene mentioned, so there is always some normal growth that we expect to see, but again, the market is relatively flat to 1% growth so you do not see a lot of incremental volume associated with the internal growth, but we do get a little bit of it, so you will see the acquisition growth, if you see weather that is better than 6.5% warmer than normal, you will see some improved volume there, and you will see the effect of the acquisitions also in that. Shenir Gurshnooney – UBS: Okay, I have more questions, but I will jump back in to give some others a chance.

We will go next to Peter Eisele with Snyder Capital Management.

Congratulations on great results despite clearly adverse weather. Lon, if you look at where you stand today versus say a year ago with respect on the acquisition side of things, how would you characterize it? Are there more opportunities on your plate and maybe you can talk a little bit about valuations and which areas you are seeing more opportunities perhaps on others?

I would say as a whole, I think there are more opportunities around this year than last. We were able to capitalize on a few and AmeriGas last year, a decent size which is not a typical year for us. I would say that there are potential opportunities in the propane space with the normal smaller ones. Values, I would think it would probably be similar to last year from the way we look at them, I would say they are going to be around six multiple areas to 6.5 multiple area synergized and we have kind of said in the past that they go from high fives to something below seven, so 6 to 6.5 is kind of a decent number synergized for us, but again, as you would know that our EBITDA could be totally different than somebody else’s, so it could be a bigger multiple for them. We are seeing an occasional natural gas or utility asset come available. Ther eare some announcements out there that everybody is aware of and like we did in UGI Penn Natural Gas, we take a look at those when they are auctioned, it is hard to tell where prices go. Prices seem to vary a little bit in the place on those transactions, but as you know, we are fairly disciplined in that, we do not want to venture too far from home because in our mind, it is hard to justify the economics of paying a big multiple on a regulated business if you do not have decent sized synergies. On the international side, we are seeing opportunities come available, I would say at the typical rate that we have seen in the past and pricing seems to be in rational ranges there on the whole. There are some countries and some transactions which are a little bit pricier than others. And we are seeing, in addition to the acquisition side, we are seeing a decent supply of internal growth opportunities out there. John mentioned a couple. We built a couple of propane air plants that use some of our cash. Those have good earnings characteristics associated with them because we use them as a natural gas peaking asset. We see some other opportunities in that area for internal investment as well, so as we look at our pipeline of investment opportunities as a whole, we are fairly optimistic that we are going to have some activity there as we go forward.

And one of the things you mentioned was some of the investments that you made where we have not yet seen sort of evidence of that and in particular, you have talked about these mid stream peaking plants, can you give us some sort of idea of how much you have invested there and/or what we could expect from those investments?

I would say the kind of the ball park investment on those was about $20 million last year combined for the plants and some upgrades we have made on some other stuff. And as you know, what we do on those assets as a whole, we use them in several ways. One is, we try to lock in on a variety of utilities, not just ours, but a variety of utilities we will bid for their peaking service and in some cases, it is one-year contracts if we get it, and in some cases it is longer term contracts and ordinarily, I would say the returns that we would expect over time are kind of our IRRs in the 12% to 14% range, 12% to 15% IRRs in those over time and you might not get it the first year obviously, because you are basing it in, but you get good returns in those and what we are seeing is the value of those assets is improving because the cost of constructing alternate arrangements for utilities is rising that is pipeline construction cost goes up and leaves our assets that people can use instead of pipelines to supply their peaks. So you have got that. The other thing we mentioned were the acquisitions from Gene where we bought two decent-size companies and AmeriGas and we would expect the usual kind of returns on those.

Okay, great, again congratulations on the results and thanks again.

And we will go next to Ron Londe with Wachovia.

I was curious if you can give us some insight into what kind of conservation you saw last year and maybe if there is some way of thinking about 2008 and what you might see and how the season for first fills has started off?

Yes, sure. We have not socialized that issue among all our business unit, but let me start by business unit. In the propane side, we saw a bounce back last year. The law in the industry, Ron as you may know is that when you have a big increase in cost, you see more of a step function in conservation and then as people adjust to it, if you get a level environment, some of that demand comes back because people become accustomed to it, just like gasoline. You see a big drop initially and then people adjust and then they come back. It does not come back all the way, it comes back part of the way. So the propane business on a weather adjusted basis, I think our data in weather adjustments are not perfect which suggests that we had negative conservation last year that is we had some extra usage, a bounce back if you will. We always budget somewhere around three-quarters of a percent to a percent of structural conservation and so, we would expect over a period of time, it does not happen in linear basis, but over a period of time through new housings, through efficiency and appliances et cetera that your long term decline trends are structurally kind of one percentage. When you have a cost move like we had this year in propane, ordinarily, we would expect to see more with cost as Gene can do the math for you, but cost was at a buck last year at this time, now it is a buck fifty, a buck sixty, I do not know, somewhere in there, so that causes obviously customer behavior to modify. It is too early to tell how much that will affect us this year in terms of conservation if this reverses itself and then the next month or two, could prove to be an opportunity for us and the rest of the industry. I want to differentiate it though, I do not know if your question was directed to propane, but on the natural gas side, we really have not seen natural gas prices move a whole lot due to the supply storage conditions that are out there, so on the natural gas side, we would just expect to see our normal trend line. And regarding first fills, Gene, I think volume is doing okay.

It is doing okay.

It is doing okay given the weather. I mean, October was much warmer than last year. I do not know, 30% to 40% warmer than normal for October. November has been a much more normal month and we are doing okay volume-wise.

You think you can add more cost savings for 2008 given as far as you have gone just on the AmeriGas side?

Yes, it is funny, operating expenses are all you can rise. The issue for us is can we control that rise to a rate less than it would be otherwise and we do have programs in place as we always do. Gene mentioned safety programs. We have got compensation programs in place that reward people for doing efficiencies and things, so yes, I think we will do better than the average company will in the operating expense side, but until we get a new method to operate our business to get to drive economies of scale not just locally, but nationally, it will be tougher. One of the things that we have as you may know is that some of our operating expenses are directly tied to our fees. Let me give you one example and it is vehicle fuel. We have a fuel surcharge as does Federal Express, UPS, the airlines and everyone else in the world that is tied to the level of fuel expense and so, as for example that expense rises, we recover some of that increased fees from our customers and that is just an example of what we do there, so we will do fine there, but do not expect to see a drop in operating expenses.

Have you seen any increase in fixed price contracts or budget billing customers?

Yes, it is funny, we have a fairly stable base of fixed price customers. We go out every string in early summer with a program where we offer our customers the opportunity to lock in on price as part of an overall value offering we have for them and they pay us a fee to participate in that program. I would say, the number of customers locking in is roughly equivalent to last year, but we have a decent amount of customers who do that because it provides them with so much value and incidentally, the retention rate of those customers is significantly higher than it is for the typical LPG customer.

What is the tax situation for unit holders due to the sale of the Arizona propane storage facility.

Yes, as you may recall, we realized that there was going to be some additional tax burden this year for our unit holders due to the gain on that, so what we did in the August quarter was we had an additional one time distribution of $0.25, Bob? $0.25 that we paid out to our unit holders to compensate them for the higher than normal level of taxes that they would have to pay this year. Ron Londe – Wachovia: Okay, thank you very much.

We will go next to Carl Kirst with Credit Suisse. Stewart – Credit Suisse: Good afternoon, guys. This is actually Stewart, I just wanted to clarify something really quickly on the 30% to 40% warmer than normal in October and normal November, is that including Europe or purely domestic?

No, that was purely domestic. Europe is seeing 25%, Jerry is correcting me, it is 25% warmer nationally for propane.

Than normal, in your comparison with for last year which was very cold in October.

Let me be more precise, it is 25% warmer than normal and nationally it is 30% to 40% warmer in the utilities and it is 30% to 40% warmer than last year, but basically what we are seeing internationally is frankly somewhat slightly colder than normal weather has returned and it was odd, the summer was slightly colder than normal, not that you get anything out of it in our business, but winter hit in July. So it has been the unhappy Europeans because it has been colder than normal, so we are having cooperative weather in Europe through October and then through November so far. Stewart – Credit Suisse: Okay, excellent and one last clarification. In the prepared remarks, you mentioned that you hedged Euro one year forward, could you just compare what you hedged for that last year to what you hedged it out for this coming year?

You are talking about what would be the kind of average exchange rate that we have? Stewart – Credit Suisse: Correct.

Yes, it was about dollar thirty in 2007 and in 2008, we put in about a dollar thirty-four. Stewart – Credit Suisse: Alright, thank you very much.

And we will go next to Faisal Khan with Citigroup.

International, going back to that for a second, you were saying that weather is a little bit colder than normal and volumes are doing, okay, I was just wondering, are they back to levels that we have historically seen and do you expect them to return to levels that we have historically seen in the short period of time or would that happen over a longer period of time as people may start to conserve or use less.

So I can give you ball park of factors as I see them. The degree to which volume comes back to the early part of the year will depend on the level of the inventory that people carried into the year and generally, since it was warmer, people carried in a little bit more inventory. We are clearly seeing a reaction and improved volume given the weather as one would normally expect to see as people use the stock they have and they do not want to run it too low, so I would say that volumes are meeting our expectations which is their approaching kind of a normal level which would be close to prior years at this point of time, but it is way early in the winter to see what happens. We certainly expect to see as we did a little bit last year some conservation, but the dollar has weakened which yields your opinions from the effects of the higher price of oil to a certain extent, but not totally and so we will see some conservation over there as to yet undetermined amounts if you try to push that based on an analogy to analogy to the US, you could see, 2 % to 3% but that is a guess on my part based on US experience. We do not have a basis to have any other estimation into overseas volume, but we are satisfied with the volumes this year. Challenges as Gene mentioned are with the rapid increase in cost, you have got to do a good job of maintaining your margins and in some countries, developed countries, people can do that. People can afford the cost of the product much more easily than for example Eastern Europe where at some point, the product becomes so expensive that it becomes beyond the ability of the people to afford the product and they will switch to wood or something just because they flat out and cannot afford it. So, I would not call that as a form of conservation, I would guess, but it is an extension of conservation.

Right. Switching over to AmeriGas, the MLP, what portion of the GP distribution, excluding that bonus distribution, what kind of distribution were we seeing just related to the GP?

In dollars?

Yes.

Total distribution for the GE last year was…

Excluding that extra.

Excluding the extra, $4 million. Bob is going to do the math as we speak, but ball park is $4 million and change, I think.

Okay.

As you know, with high splits. As distribution grows, we get a disproportionate part of it, and should we make acquisitions with equity, that all plays into a united way.

But as of now, almost all of it is in the lowest split level?

Yes and we are just barely over. We are 244 last year versus 242. So, that is outside.

Okay. Thanks a lot.

Sure, okay.

We will take a follow up from Shenir Gurshnooney with UBS

Actually, I attempted to withdraw myself but just wanted to get an update on your acquisition idea or approach with respect to the gas utility, are you interested in any of the assets that are currently in the market, in Pennsylvania or so forth. Is that something that would fit well with your strategy now that you have digested the PNG?

We have a policy of not commenting on specific transactions because as you know, it gets you in trouble all the time, and lawyers yell at you. If you start it once, you never get off the treadmill. So, we do not comment on specific ones as to what we are interested in, but there are in general, within the framework of what we have always talked about, opportunities that we would pursue if they strategically fit with our business and we have often said that we are not going for our field for a regulated distribution transaction because I do not think you can make those work off the backs of the corporate overhead of those entities. Our strategy has always been to look at transactions where we bring value to the transaction and can get it better returned than the average player can. Other than that we do not comment on specific ones.

Alright. Fair enough. Thanks a lot guys.

It appears there are no further questions at this time. I would like to turn the conference back over to our speakers for any closing remarks.

Thank you very much, Gwen. Thank you all for your interest. Thanks for the support. We look forward to reporting some significant progress to you as the year goes on as we continue to execute on our strategies and pose some hopefully, very good numbers as the year goes on. So, thanks again and we look forward to talking to everybody soon. Bye-bye.

Thank you everyone. That concludes today’s conference. You may now disconnect.