Good day ladies and gentlemen, and welcome to the UGI and AmeriGas third quarter fiscal year 2012 earnings conference and live audio webcast. At this time, all participants are in a listen-only mode and later we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions) And as a reminder, this call is being recorded. I would now like to introduce your host for today’s conference, Mr. Hugh Gallagher, the Treasurer. Sir you may begin.

Thanks Stephanie. Good afternoon everyone and thank you for joining us. As we begin, let me remind you that our comments today will include 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 our annual reports on Form 10-K for a more extensive list of factors that could affect results, but among them are: adverse weather conditions; cost volatility and availability of all energy products; increased customer conservation measures; the impact of pending and future legal proceedings; domestic and international political, regulatory and economic conditions; currency exchange rate fluctuations; the timing and development of Marcellus Shale gas production; the timing and success of our commercial initiatives and investments to grow our businesses and our ability to successfully integrate acquired businesses including Heritage Propane and achieve anticipated synergies. UGI and AmeriGas undertake no obligation to release revisions to their forward-looking statements to reflect events or circumstances occurring after today. In addition, our remarks will reference certain non-GAAP financial measures that management believes provide useful information to investors to more effectively evaluate the year-over-year results of operations of the company. These non-GAAP financial measures are not comparable to measures used by the company and should be considered in conjunction with other performance measures such as cash flow from operating activities. With me today are John Walsh, President and COO of UGI; Jerry Sheridan, President and CEO of AmeriGas and your host, Chairman and CEO of UGI Corporation, Lon Greenberg. Lon?

Thanks, Hugh. Let me also welcome all of you to our call. I trust you have had the opportunity to review our press releases reporting our third quarter results. Hugh will provide you with some more detail on our financial results later in his comments. Although UGI’s earnings for the quarter adjusted for acquisition and transition expenses were improved over the prior year by $0.03 a share, our financial performance was not at levels we are capable of achieving due principally to the very warm spring weather we encountered in our business units. Rolling 12 month records for warmth continue to be set this quarter, in fact only Michael Phelps has set more records this past year than the winter has. Yet our earnings improved as I noted due to better performance in our overseas and our utilities businesses. I will add that all of our operating units made strides forward in carrying out their strategic plans during the quarter especially noteworthy is the progress AmeriGas made in its Heritage integration process that Jerry will describe later. John will also comment on some of the progress made at our other business units this quarter. Following remarks by Hugh, John and Jerry, I will return for some closing comments. At this point I will turn it over to Hugh.

Thanks Lon. As Lon mentioned in his opening remarks, we were pleased with the results for the quarter given the warm spring weather. We are also pleased with the progress made in advancing our strategic initiatives across all of our business units and John and Jerry will prove more color on this progress in their portion of the presentation. But first let me give the quick summary of operations and liquidity for the quarter. UGI reported a seasonal net loss of $6.3 million or $0.06 per share for the quarter compared to a loss of $7.2 million or $0.06 per share for the third quarter of 2011. The results for the current quarter include the acquisitions and transition costs of $3.4 million or $0.03 per share related to the Heritage Propane acquisitions at AmeriGas and the Shell acquisition at UGI’s international propane business. Excluding these items the seasonal net loss for the quarter would have been about $2.9 million or $0.03 per share, a solid improvement over the prior year quarter. Year-to-date June earnings per share was $1.89 on a GAAP basis which includes $0.10 per share from the loss on extinguishment of debt and transition expenses already incurred. We continue to expect to report GAAP earnings in the range of $1.65 to $1.75 per share for the full fiscal year ending September 30, 2012. This means that we expect to incur a seasonal loss during the fourth quarter in the range of $0.10 to $0.20 per share and we also expect to incur an additional $0.04 per share in acquisition and transition costs during the quarter. Now I’ll turn to each business unit’s results for the quarter. AmeriGas’ results were significantly impacted by extremely warm weather that persisted from Q2 into April and May. This warm weather and a…

Thanks, Hugh. The third quarter is typically a relatively quite quarter for us at UGI. However that was not the case this year. Our teams remained focused on addressing the short term challenges presented by the continuation of a record setting warm weather. We executed the necessary actions to manage our costs in response to reduced demand from our weather sensitive customer segments. We brought the same focus to our strategic activities of acquisition, integration and capital project execution. I will comment on both the operational and strategic activities in the quarter since there were significant developments in both areas. Our core businesses delivered strong results on our organic growth programs and our critical operational initiatives. Our international propane teams have done an excellent job of identifying and developing attractive market segments that will deliver organic growth. Some examples of these targeted programs are a bulk LPG program in Poland, focused on new housing construction, heating oil to LPG conversion program in our Nordic regions and an enhanced major accounts program across our expanded base of operations in Europe building on our successful key account programs in France and the US. AmeriGas continues to build its 80 cylinder exchange program. Year-to-date our ACE volumes are running 10% above FY'11 driven by a combination of increased same store sales and penetration of new accounts. Jerry will have more color on this in his remarks. Our gas utility team has been exceptionally busy this year as we execute key infrastructure projects and respond to unprecedented demand for conversions to natural gas. Residential and commercial customers across our entire service territory are eager to take advantage of this significant cost savings while upgrading the quality of their energy solution. On a year-to-date basis, residential conversions and upgrades are running about 50% above last…

For AmeriGas this quarter marked a successful completion of numerous integration activities between the Heritage and AmeriGas operations. During the quarter, we completed naming the entire field management team including every store manager. We also named individuals in our new sales force which will be the largest in the industry. Finally, we completed the transition of all headquarter related activities for the Heritage operations in Helena, Montana to the AmeriGas headquarters in Valley Forge. Meeting these significant milestones will allow the organization now to settle in and be ready for the challenges of the next winter season, while delivering the full synergies, we expected from the deal. We are very pleased with the pace and outcome of the integration efforts. Now I'll brief discuss the financial results for the quarter. Weather for the quarter was 24% warmer than normal compared to weather that was essentially normal in the third quarter of 2011. Adjusted EBITDA for the quarter ended June 30 was $16.8 million excluding $15 million of integration related transition expense compared to adjusted EBITDA of $31.1 million at the same quarter last year. As we’ve seen in the past, significantly warmer weather in the shoulder months of this third quarter can bring in abrupt end to the residential heating season which had a little momentum this year anyway. Retail gallons sold in the quarter were 204 million, which is 31% higher than the prior year due to the inclusion of the Heritage business, partially offset by the effects of weather that I mentioned. Retail margins were up 3% as propane cost fell through the quarter. Mont Belvieu prices averaged $0.98 during the third quarter, $0.52 below the prior year and $0.28 below last quarter. ACE or net AmeriGas cylinder exchange business continues to go through the high volume, summer…

Okay, Jerry. Thank you. As all of you know, we confirmed guidance of $1.65 to $1.75 at UGI which includes the $0.14 of unusual items referenced in the press release. We also tightened our guidance at AmeriGas as Jerry just described. It's noteworthy that we maintain these levels of guidance despite an extraordinarily warm spring. We continue to work hard this quarter to finish the fiscal year on an up note and to set the stage for a significant improvement in earnings next year. Despite the record-setting warmth of fiscal year 2012, we've strengthened our company greatly during the year and some examples of that are as follows. We will have completed the Heritage and Shell acquisitions and we put a great deal of the integration process behind us. We will have next year the Hunlock Generating Station at full capacity for an entire year and also just completed the expansion of our L&G facility that we've been building for several years now. Similarly we will have a full year of contribution from our Auburn 1 pipeline project while as John described we are making great progress on our other two pipeline project opportunities. As noted earlier by John, heating customer growth continued at record paces in our gas utilities. At the same time and importantly, we have continued our intense focus on operational excellence in our utilities. In this respect we've reorganized and strengthened our operating and engineering functions and replaced gas infrastructure at the accelerated pace that we set last year. Finally, we also completed a great deal of refinancing in fiscal year 2012 and we will enter fiscal year 2013 as Hugh said with only a minimal need to access capital markets. All of this progress will bear fruit in the future, but as Hugh said that’s…

(Operator Instructions) And our first question comes from the line of Darren Horowitz with Raymond James.

Jerry, at AmeriGas considering that adjusted EBITDA range of $620 million to $660 million for fiscal 2013, can you give us a sense for the assumed retail margin per gallon in volume forecast, that is reflected in that estimate?

Yeah I think we typically don't get into that kind of detail in our forecast. We are right in the planning stages now. We wouldn’t expect significant margin expansion between what we are seeing this year and next year however. But prices have been stable for us. We typically don't talk about the specific volume expectations.

Okay, from a margin perspective, how much do you think the oversupply and propane surplus could possibly help out into the calendar year fourth quarter. I mean it would seem just looking at where Mont Belvieu prices are even though they bounced a bit relative to 2Q levels, you know things could be setting up if we get some winter weather for some pretty decent retail margin expansion. Is that are to assume?

It would be if that's the case. You know exports continue to grow, so although we are finding more gas in the US, we seem to find a way to ship it out as well. So we seem to have hit a bit of a plateau here around $0.90, so optimistic that what you describing happens, but no visibility to it and none of that's baked into our numbers.

Okay, and then last question from me as it relates to the $15 million in net synergies that you outlined for next fiscal year. Is that going to be effectively linear on a sequential basis or is it going to be a bit more back half weighted?

A bit back half weighted. We always said this was an 18-month integration. So we've got a big chunk of it done. I described the headquarters consolidation and a number of the blends are not done, but we do have another wave in the spring.

Thank you. Our next question comes from the line of Chris Sighinolfi with UBS. Your line is open.

Just I wanted to follow up quickly on some of the comments you made. Obviously saw that the announcement with EQT Power, some of the field operations that they’re engaged in. Just wondering with the completion of Temple, are there opportunities for further expansion. I mean there's a lot of drillers operating in Pennsylvania, a lot are talking about moving towards natural gas power rigs or trying to minimize diesel cost in general. What do you think the appetite are or opportunities is like with this sort of in the initial step maybe?

Yeah there's certainly are opportunities for us to take advantage of now quite a significant liquid stores there with LNG and to apply it to opportunities for drilling rigs, heavy duty over the road vehicles et cetera and that’s one of the focus areas that we have in terms of business development. We have a lot of interest coming from the different sectors who are aware that we've now got this storage capacity and it's needily situated in the Mid-Atlantic, particularly in terms of servicing opportunities that arise related to Marcellus drillers. So that for us is a nice supplemental source of contribution on Temple, at its core, Temple is a peaking asset but we can now use it to serve this emerging segment as well.

So is this the intention of Temple hasn't changed, is it just an additional use that you guys have sort of fielded.

The primary intention certainly is peaking, however as this grows here we have other things that could be done at Temple to enhance our ability to enhance our liquefaction capacity at that site. So right now we are active and working with potential customers and we will assess that and if we think the liquid opportunity is such, we will look at those enhancement investments moving forward.

And then I think John well have you -- rate case action on the utility, I mean you talked a lot about, you have been talking all year about that accelerated pace of conversions, you know when you acquired the assets from PPL back in, I think it was 2008, you were talking about sort of a periodic rate case schedule. Does the accelerated pace of conversions change that timeline at all or can you just remind us what you are planning on the rate case front?

Yeah, just stepping back and what we are seeing and it's true for both the PNG acquisition, the PG Energy Utility and the PPL Gas Utility. In both cases what we've seen in the last few years is an acceleration of growth which then differs rate cases. So we are seeing for both those utilities, entities an extension in terms of the duration of timing between rate cases as we grow the business and as we operate efficiently.

The only thing I would add to what John said is we have significantly stepped up our investment in infrastructure replacement and which adds rate base and the Pennsylvania beginning January 1st, has infrastructure rider ability for utilities to take advantage of with that infrastructure replacement. We weren’t waiting for that we accelerated last year our focus on safety has really been enhanced over the last several years and we will continue to invest that. And so in a normal environment with normal investment, I would say we will be out of rate cases for a while as we accelerate our investment overtime, we will have to evaluate how we can use the disk to push that off as well, but there is sort of a counter balancing of growth has been stupendous in the utility and our long-term theses has been in its born out in our history that if you have a growing utility and you are investing properly, the growth will offset the need for rate cases and the enhanced investment, but we have really accelerated our investment now and so we are going to keep looking that balance, but we are into going to slowdown our investment and as I said that Pennsylvania has passed that disk legislation.

And then just one final question from me, when you were talking about sort of the reverse integration into the Midstream space; did I hear you correctly are you saying you are even open to E&P?

Yeah and let me put a little bit of color around that. As you know, we have gas utilities in Pennsylvania and there is a big push to use locally sourced gas. We have Midstream and we desire to enhance our opportunity to grow our Midstream businesses and we all know how low gas prices are and so it occurs to us and people have taken the opportunity to put all of that together and say to us if we do guys ever consider exploration and production and basically our response has been no and isolation so we’re not going to go do exploration and production and I don’t know Texas or Idaho or somewhere. But under the right circumstances and the right scale of investment where our business units benefited in the aggregate such as one-and-one didn’t equal two equal three, we would consider it, but it would be the type of investment Chris that we tie to our other business units pretty tightly and would really have to be and on a good value basis given where things are.

So theoretically, UGI production to that sounds like UGI and Midstream venture?

It could do that; remember we have a big non-regulated retail natural gas business; we’ve got utility businesses that desire steady sources of supply at low cost and the opportunity to build infrastructure; if you have an affiliation with a producer gives you obviously a good insight into their needs and an opportunity to take advantage of that infrastructure need. So that together with gas prices at $2.50 bucks as opposed to $6 it’s conceivable that a combination of all those things together would create a one-and-one equals three. But we’re mindful of scale and something like that, because we don’t intend to be an E&P, but we’re also mindful that we have for example some electric production of not great scale that is very complementary to our businesses also. So we don’t want to close the door on something that creates great value for our shareholders, but I am not suggesting that we're going to go out there and buy an E&P company and start drilling in Texas and North Dakota and Oklahoma.

(Operator Instructions) Our next question comes from the line of Carl Kirst with BMO Capital. Your line is open.

(Inaudible) First question is for Jerry at APU, with the 13% in decline in legacy APU volumes, was that strictly weather or was there in terms of market share issue as well?

That was a weather issue, weather is 24% off for the spring it's still a big residential season for us and as we look at the two businesses, I think Hugh mentioned it's probably the last time we will be able to look at them separately on volume but Heritage and AmeriGas is really stacked up evenly.

Okay, got you and with respect to the decline in propane price in this quarter, how much have they contributed to APU margins?

Well, like I said, we’re throughout about 3%.

3%?

Yes. Up 3%.

Up 3%. Can you please let me know what the APU wholesale volumes were as well?

Wholesale volume in the quarter, I mentioned, I imagine it's about I don’t have the exact number but probably in the 15 million gallon range.

We’ve not accelerated wholesale at all of our normal base nor used it in anyway other than we normally do and when we give you volume, its usual retail volume.

And I guess, my final question is for Hugh. With respect to hedges at international propane, what are those look like going forward?

Hedges at international front?

Yeah, currency hedges, that’s right.

At this point, you know we have a typical program that we follow throughout the year and we're executing it. I mean, usually our goal is to be hedged by the end of the year. So we're not there yet.

Thank you and our next question comes from Yves Siegel with Neuberger Berman. Your line is open.

Lon, could you just expand on the E&P comment one more time for me, just from the perspective of core competency and expertise would you, how would you envision you know, getting into that business would be through a JV or would you just hire a management team and can you just elaborate a little bit there?

Sure, Yves you know it’s a long time and one of our (inaudible) over this years is know what you know and know what you don’t know. And while I have to confess, I have some E&P experience because when I first got to UGI, we're in the E&P business and I don't think anybody is comfortable with using that expertise including you probably.

Enough to be dangerous maybe?

Yeah, that’s unfortunately with me in many cases and so we would likely do it through ventures with others that we don’t have the expertise and how as you know and we would hire consultant expertise to make sure we understood what we're doing it and how we're doing it and we would supplement ourselves to the extent we needed some in-house expertise but we're not likely to be the operators, direct operators. Our goal would be to get access to support for our Midstream business, be it gathering pipeline kind of projects or our retail business, non-regulated commodity business that we have as you know. And also there's opportunities to provide our utilities with a steady support of gas, steady supply of gas at a price which might be attractive to the utilities as well. So I think to frame it, don't expect us to be in the E&P business and have a segment called E&P, don't expect us to go higher management team or do a buyout of an E&P company. We will do it with people who are well known, who are reputable and who know what they are doing and our value will be brought to the table through our other business units as we go forward. So it will be very complimentary to what we do and that's why I focus on, I said indirectly but largely Pennsylvania, Marcellus, perhaps as far as Utica kind of stuff. We are not going far stream because it's not an effort to get into the E&P business directly. It's an effort to make three out of one and one.

Could you perhaps discuss how large a capital commitment you might be thinking about?

Yeah, I told you that it would not -- we would take scale into mind and so I think that's probably -- we are not looking at, we don't have a brochure before us and we don't have you know people who come in and have casual conversations with us all the time on lots of opportunities. This one I mentioned because it's so complimentary and related to our other businesses that I see an opportunity to make three out of one and one, but we are going to be very mindful of scale. You know me well enough that I'm not going to do something that's going to scare the hell out of the market. And so I can't define it anymore to you because I don't have any project that I'm looking at that, that would define it any better than that, but we are not going to do anything that's going to scare the hell out of everybody in terms of our appetite for this. The appetite truly is an appetite to have a value opportunity to complement our other businesses moving forward.

Thank you. This does conclude our question-and-answer session for today. I would like to turn the call back over to Lon Greenberg for any closing remarks.

Okay, thank you very much Bethany. I appreciate your support and interest in UGI. We are really optimistic about the future kind of working now on our future plans and our Analyst Day. We think you will be impressed with the quality of the presentations and hopefully with our thoughts at that time, we look forward to speaking with you and we will see you soon. Thanks, everybody.

Ladies and gentlemen, this does conclude today's conference. You all may disconnect and have a good day.