Good afternoon everyone and welcome to the UGI Corporation and AmeriGas First Quarter Fiscal Year 2013 Earnings Conference Call. (Operator Instructions) After today’s presentation, there will be an opportunity for you to ask questions. (Operator Instructions) Please also note that today’s event is being recorded. At this time, I would like to turn the conference call over to Mr. Hugh Gallagher, Treasurer of UGI Corp. Sir, please go ahead.

Thanks, Jamie. Good afternoon, everyone and thanks for joining us. As we begin, let me remind you that our comments today will include certain forward-looking statements, which 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 of 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 companies. These non-GAAP financial measures are not comparable to measures used by other companies and should be considered in conjunction with performance measures such as cash flow from operating activities. With me today are Jerry Sheridan, President and CEO of AmeriGas Propane; Kirk Oliver, CFO of UGI Corporation; John Walsh, President and COO of UGI; and your host, Chairman and CEO of UGI Corporation, Lon Greenberg. Lon?

Thanks as always, Hugh. Welcome everyone to our call. I trust you’ve all had the opportunity to review our press releases reporting our first quarter results. I won’t take you through those, I’ll leave it to Kirk to take you through the specifics of our results for both UGI and AmeriGas. Warm weather played a role in this – one would have thought our results would be – would not have been this good. That fact is best reflected in our guidance, which was only reduced modestly for both UGI and AmeriGas. There are several reasons for our fine performance this quarter. Among them are the Heritage acquisition and AmeriGas in the U.S., the low-cost propane prices in the U.S. which helped margins as well as the overall competiveness of propane as a fuel, excellent margin management overseas despite a significant increase in LPG prices and the benefits of customer growth in our gas utilities, growth investments in our Midstream & Marketing business, and acquisitions in our overseas businesses. You’ll hear more about all of these things from Kirk, John, and Jerry, and when they’re finished, I’ll give you a little bit more color on the quarter. So, Kirk, let me turn it over to you.

Thanks, Lon. We’ve seen a significant increase in earnings across all of our businesses over last year’s quarter. Earlier today, we reported net income of $102.6 million or $0.90 per diluted share for the quarter, compared to $87 million or $0.77 per share for the first quarter last year. Last year’s quarter included a benefit of $5.5 million or $0.05 per share resulting from a recognition of certain foreign tax credits associated with the International Propane business. Excluding this prior year tax adjustment, net income increased $21 million or nearly 26% year-over-year. Although warmer than normal, the weather experienced by each of our business units during the quarter was colder on average than what we experienced last year. Still, earnings in our domestic businesses, driven entirely by the warmth weather we experienced in December, came in modestly below our expectations for the quarter. Based upon these results and assuming relatively normal temperatures for the balance of the fiscal year, we’re adjusting our 2013 guidance down $0.05. So the new range for earnings is $2.40 to $2.50 per share. AmeriGas experienced weather that was 9% warmer than normal, but 3.4% colder than last year. During the critical heating month of December, weather was 13.1% warmer than normal and 1.5% warmer than last year. Despite the impact of warm weather, AmeriGas’ operating income increased by $79.8 million over the prior year quarter. Jerry will cover the results for AmeriGas in more detail later on this call. International Propane also benefited from weather that was colder than last year. Weather in France was warmer than normal, but approximately 15% colder than last year, while weather in Flaga’s service territory was slightly warmer than normal and slightly colder than in the prior year period. International Propane’s income before tax has increased by $15.9 million,…

Great. Thanks, Kirk. The first quarter of FY 2013 was a period of significant progress on a number of fronts. As we saw the benefits of our major Propane acquisitions that closed in FY 2012, continued the expansion of our midstream position in the Marcellus Shale and accelerated the growth in infrastructure investment program at our gas utility. Each of our major businesses contributed to the strong progress in the quarter. Our gas utility team continues to be focused on the execution of our enhanced infrastructure replacement program and the continued growth in our customer base, primarily from fuel oil to natural gas conversions. Last week, the Pennsylvania PUC approved, with some modifications, the settlement agreement filed last fall on the Allentown explosion. We’ll submit our detailed plan and response to the PUC decision in the near future, but we’ve already begun to execute the accelerated and expanded infrastructure program outlined in the PUC decision. Our gas utility infrastructure CapEx spend for FY 2013 will be approximately 25% above our FY 2012 level. Demand for natural gas continues to be extremely strong. We added over 6,000 new customers in Q1, which was an approximately 10% increase above the record levels achieved in the same quarter last year. While this growth was primarily driven by conversions, we did see an improvement of almost 15% in the number of new homes added year-on-year. We expect the demand to remain strong due to the large spread between natural gas and fuel oil. We focused much of the last 15 months on driving the acquisition integration programs for AmeriGas and our European Propane team. We met or exceeded all our critical synergy goals and also achieved our objective of having our businesses well positioned for the winter heating season. AmeriGas will be executing the…

Okay. Thanks, John. Adjusted EBITDA for the first quarter of $193 million was significantly higher than the $87 million reported last year due really to the addition of Heritage Propane and the related synergies. Volume for the quarter was up 59%. Total revenues were up a $193 million or 28%. Total margin increased to $185 million or 77%. And operating expenses were up $83 million or 52%. All of these increases are largely attributable to the addition of Heritage Propane’s operation and the success of our integration program. We think a better comparison could be made by looking at our current results versus what the AmeriGas and Heritage businesses combined would have been had they been together last year on a pro forma basis. Net income attributable to AmeriGas Partners was $96 million in the current year period, compared with $58 million on a pro forma basis for the prior year quarter. That’s an increase of $38 million or 66%. Turning to adjusted EBITDA, if you start with the prior period pro forma net income of $58 million and add back taxes, interest, depreciation and amortization and the acquisition and transition expenses, adjusted EBITDA for the prior year period was approximately $158 million on a pro forma basis. Therefore, the $193 million of adjusted EBITDA reported in Q1 of 2013 is $35 million or 22% above what the two companies recorded on a pro forma basis during the same period last year. This significant improvement in earnings given weather that was only about 3% colder than the prior year, clearly demonstrates the benefits of the Heritage acquisition. Notwithstanding our strong performance, warm weather was an issue for us during the quarter. After a good start in October and part of November, weather nationally during the key heating month of December…

Thanks, Jerry. Kirk and Jerry took you through our guidance numbers for UGI and AmeriGas respectively, fiscal year, as both indicated that guidance assumes relatively normal weather this winter, certainly remaining part of the winter. As importantly, it also reflects our confidence in the company’s ability to execute on our strategies. In addition, we’re on track for the kind of growth that we identified during our Analyst Day last October and let me take you it through that a minute. Our gas utility, as John noted, continues its customer growth driven by the large spread between natural gas and oil, and at the same it is accelerating its infrastructure replacement plan and consistent with our agreement with the public utility commission. AmeriGas II is making excellent progress as Jerry described and this was demonstrated this quarter in the assimilation of the Heritage transaction and I encourage you to carefully consider the comments Jerry made regarding the pro forma performance versus our actual performance this year, which demonstrates that that transaction is adding value to our owners. With respect our overseas businesses, they also clearly demonstrated that the acquisitions completed in late fiscal 2011 and in fiscal 2012 were excellent transactions and earning good returns. Lastly, our Midstream & Marketing business you can see that, that business is building earnings from investments made over the last few years as John described. At that same October analyst meeting, we also talked about future investments and acquisition opportunities. Well, we are making progress there in it as well. John described the Auburn 2 pipeline. We noted – we discussed that at the analyst meeting and John gave you an update that we still continue to believe that that will come on stream in early fiscal year 2014 and contribute earnings to us during…

At this time, we’ll begin the question-and-answer session. (Operator Instructions) Our first question comes from Carl Kirst from BMO Capital. Please go ahead with your question. Carl Kirst – BMO Capital: Thanks. Good afternoon everyone. First question really Lon, I just wanted to -from a very high-level standpoint with respect to first quarter and the fact that you guys really only had to reduce the guidance by nickel and that as you kind of characterized, weather was not a dominant factor, shall we say, in the quarter. And with the risk of maybe going down semantics, is this that just that the net impact was not as bad or is that the weather from a volume metric standpoint was in fact having a large negative, but the fact that because of the unit margins and like, operations in fact are going, maybe a little bit better than expected that helped to offset that. And I’m only asking it that way because I’m wondering if some of the better unit margins for instance might persist through the rest of the year?

Yeah, I think you summarized it pretty well, Carl. Clearly, we would have performed better had there been more normal weather particularly in December, as December was the problem in the quarter, not only here, but overseas. And December is an important month for us. There were, in terms of, sort of the expectations on the (inaudible), there was a little bit of a – we would have on an absolute basis, probably reordered the earnings that the analysts had for us, that all of you had for us with a little bit less than the first quarter in our expectation, little bit more in the second quarter and rebalancing third and fourth a little bit as well. We definitely left money on the table because of the weather. Yet, as you described well, the business has performed well. AmeriGas really has done a great job in executing the Heritage transactions. We got the synergies and as we’ve said before, we got probably a little more synergies than we thought we would when did the acquisition, that helped for that business. Overseas, our folks executed particularly well in a rising cost environment. Cost overseas was up 30%, which was very difficult in our businesses to keep up in margin. They did a great job. Looking forward, cost has come off in January compared to December and February, it looks like it’ll be flat to down a little more. That bodes well for those businesses as we look forward. And in our Midstream & Marketing business, we certainly left money on the table. There wasn’t the kind of volatility that we would normally see. However, in January when we had a week of very cold weather in the East, we saw that volatility hit and hit hard. And so, what I…

Yeah. Carl, its John. The – it’s on – the demand is there in total, but as I noted, there was some additional capacity that came on to the market with expansion on some existing long haul pipes that helped in the short-term meet that demand of certain LDCs. I think – I noted – I think that’s a sort of a short-term solution and as the market turns all of us and then we are part of that. On the demand side, LDCs are going to need additional capacity to serve demand. So, I think it’s a short-term issue where that additional capacity met the demand particularly when there is still some uncertainty about sort of the overall economic development and the pace of it, but we clearly believe that there are opportunities moving forward and additional infrastructure is going to be needed, and we’re looking to continue to invest and be part of that. So it’s more on the demand side being a little bit uncertain due to the general economy and the fact that there were some incremental options for capacity that soaked up what new demand was there. Carl Kirst – BMO Capital: Great. And then last question, if I could, just on – you mentioned Tenaska and Tenaska had what looked like both the midstream as well as an upstream component to it and I think, Lon, when we’re talking last about this, I think you had used the phrase kind of one plus one equals, equals three. And I didn’t know if there was anything of particular note with respect to the E&P side of where you saw, aside from obviously just being perhaps the price of entry is doing the midstream deal. If you saw something in particular that gave you the confidence of what returns might be in sort of this persistently low gas price environment we’re in?

Yeah, in terms of the traction of the Tenaska Resources deal. First it’s a great partner and we’ve worked with Tenaska in different capacities over pretty extended period of time. The balance is right. The investment on the production side really is an enabler for a larger investment on the midstream services side, particularly as the build out of the gathering systems. And the just the geography, if you look at the locations we’re talking about in Tioga and Potter County, it’s a great fit with our existing asset base, adjacent to our storage facilities. So, it makes sense, the scale of it was attractive as well. We think it’s a nice step forward for us in terms of enhancing our midstream services business with a direct overlay with sort of the core of our asset base in the Marcellus. Carl Kirst – BMO Capital: Great. Thank you.

Our next question comes from Sharon Lui from Wells Fargo. Please go ahead with your question. Sharon Lui – Wells Fargo: Hi, good afternoon.

Hi, Sharon.

Hi. Sharon Lui – Wells Fargo: A question on the $60 million of synergies with Heritage. Just wondering how much of that was actually realized in the first quarter.

I guess total in the first quarter since it’s relatively spread over the course of the year. So a lot of this is just payroll. So, I think you are looking at maybe 30% of the 60% is going to come through Q1 and about the same in Q2 and a little less in the summer months. Sharon Lui – Wells Fargo: Okay. That’s helpful.

And Sharon when we look at the expenses year-over-year comparing our expenses this year to what they were last year on a pro forma basis, they are down about $15 million. Sharon Lui – Wells Fargo: And this is always listed in the operating and admin expense line, primarily?

The synergies, no. No, if you break it down, we have, of the $60 million about $25 million came out of what you call G&A functions really collapsing the two corporate headquarters, but $35 million is all field operations. Sharon Lui – Wells Fargo: Okay. Great.

And again, Jerry, am I right, we’ve got about $15 million this year of more transition expense, so then we will get a full benefit, everything this year.

20%.

20% this year. Sharon Lui – Wells Fargo: Okay. And then I guess just looking at the retail volumes from a year ago just adding up the AmeriGas and Heritage versus the first quarter volumes, it looks like it declined about 5% despite I guess a little bit colder weather relative to the prior period. Just wondering if this is primarily due to customer attrition or you mentioned that you didn’t acquire all of I guess the Heritage assets, how should we think about that 5% decline?

Okay. So our calculation was 4% because if you really look at the true numbers ETP report in the Cylinder Exchange business was in there and we didn’t acquire that, so we really had a 4% year-over-year decline of volume, but so much of that was related to December being in fact warmer than last December, which was just an unusual event. So, most of it was the December weather, but there was some customer loss, and you remember on the Analyst Day we talked about, what is the $60 million, and that’s net of an expectation of customer loss in transition that is always experienced when we change the name on the sign and the way customers react to that when we put operations together.

And Sharon, we have been as you know and others who followed us for a while, we’re always very transparent on that. We know that we’re not always able to put our best put forward despite tremendous efforts in the field when you blend locations and sometimes you get service issues, sometimes you get former customers who don’t want to come back to you on each side of a transaction and so we always build in and assume some customer attrition. It’s not that we forgive it, not that we’re happy about it, but in terms of how we approach all of you our investors where we recognize that that is a cost of doing a Propane transaction, and we want to be forthright in that regard. So, a good piece of what you’re seeing as Jerry said is December weather and losses consistent with our expectations and the acquisition. Sharon Lui – Wells Fargo: Thanks, that’s helpful. And then I guess my last question is, just in terms of your updated guidance, does that assume I guess a continued improvement in the unit margins?

Yeah, across the board on the propane side, we see nothing which would suggest that margins will contract, and remember our customers are seeing lower prices and significantly lower prices, cost as Jerry said is down $0.55, was it Jerry, $0.55. And so vast bulk of this price reduction has been passed on to customers and given the economics of the business we of course get the little for ourselves. And so we don’t see anything right now, which would suggest cost would rise dramatically for the remainder of this winter, and so we’re very comfortable with the level of margins I would say generally speaking. Overseas as I said cost has come off somewhat, and it’s always a good thing for the LPG business either domestically or overseas when cost comes off during the winter because you have a lot of your volume. So, if the environment allows us to pass on some to our customers and keep some for ourselves, of course we’ll do that as well. Sharon Lui – Wells Fargo: Okay, great. Thank you.

(Operator Instructions) And our next question comes from Chris Sighinolfi from UBS. Please go ahead with your question. Chris Sighinolfi – UBS: Hey, thanks guys. Just a quick question, following up on Carl’s question on Commonwealth. Just curious, I know this was, I think, if I remember correctly, a (inaudible) service, so I doubt there was a whole lot in the way of planned CapEx this fiscal year for it, but can you just update me on that, Kirk. Did you have anything in there that maybe you screwed up now that we’re not going forward with that project?

No, yeah Chris that was a – it was – from an earnings standpoint, it was a FY 2016 earnings impact, and so, now, we are just in the development, marketing stage, so... Chris Sighinolfi – UBS: Okay, great. And with regard to Energy Transfer, Kirk, I appreciate your comments about a coordinated and orderly fashion on the divestiture of those units by Energy Transfer. If you had to sort of bucket it, do you think knowing that registration statement just, sort of just was filed, is this – is this a later on in fiscal 2Q event or is this a midsummer? Do you have a sense of how that might play out over the first half of the year or back half of the year?

It’s going to depend some on when it goes effective, which we expect that will happen pretty quickly and then really it will be – ETP will be calling the shots on that. But I think they’ve indicated that they are not a long-term holder. So, they’ll probably go sooner rather than later. Chris Sighinolfi – UBS: Okay, thanks. And then I guess, one quick one for Jerry, I appreciate the comments about focusing on delivering consistent service this winter, and so maybe taking a break from the integration work for the next short little bit. What’s curious with weak weather last year, with this focus on a weak December weather wise, if from a rollup strategy perspective, if perhaps some independents are weakened by that and if there might be an opportunity to move forward on maybe some smaller rollups. If you would just speak the, maybe the strategy on that for fiscal 2013?

Sure. Well, I think we’ve talked about this before that so many of these independents are not, hardly have ever – they tend to be in family businesses, many without any debt, so they can weather a lot of storms. But we’ve had lots of interest. So I mean the pipeline’s pretty good. We’re just being very careful about, do we get a certain geography too busy with too much activity. So, we want to digest what we’ve got, that all will be done in the spring, and then we can come back to our acquisition program. But we’re out there and we’re making contact and we do have a pipeline. We just haven’t acted yet. Chris Sighinolfi – UBS: Okay. Great and thanks to you guys and thanks to Simon, I guess for the website upgrades. It’s really helpful on additional information that’s available there. So, thanks.

Okay. My pleasure, Chris.

Our next question comes from Mark Barnett from Morningstar. Please go ahead with your question. Mark Barnett – Morningstar: Hey, good afternoon.

Hi, Mark. Mark Barnett – Morningstar: Just a quick question on – when we get the – for AmeriGas, when we get the full CapEx numbers for the quarter, is that going to be with the combined businesses both on kind of a growth and maintenance, maybe acquisitions? Is there going to be a kind of a good run rate to look forward for the rest of the year and maybe into 2014?

Yeah, it’ll be a good run rate for the year, but we got to see how the weather goes, because if we get warm weather in March or April, we’ll probably reduce some capital spend. So, yet to be seen, but there was nothing unusual high or low with what happened in Q1 spend versus what we expected for the full-year.

And with regard to 2014, Mark, we would expect it to come off a little bit in 2014 from 2013. You got synergy capital and stuff still in there.

About $20 million of transition capital wouldn’t occur.

Yep. Mark Barnett – Morningstar: Great. And just a quick question, I guess, on kind of Propane Dynamics. When you look at the kind of more favorable volume price environment, do you attribute pretty much entirely – that entirely sort of comes to us due to sort of lower usage from the weather or are there any other kind of, or an infrastructure driven or perhaps from – just any other forces you see driving that?

Yeah, I think it’s more structural than it is weather related. The weather hasn’t been that far off that you’d see a significant weather impact on it. It’s really all about wet – in the liquids and natural gas drilling. We saw that trend if you go back five, seven years in the propane industry, would have saw, propane traded 75% to 80% of crude oil on a sort of industry lore. It was down into the 50s last year. We predicted at Analyst Day that we thought it would fall into the 30s and maybe high-20s and certainly seems to be going in that direction. And we believe we had a long-term trend. There are lots of people investing a lot of money believing that the liquids in this country are going to provide a competitive advantage to industry as well as others because of our location and the amount of the liquids that we have. Of course, there’s going to be more demand, here. There’s going to be a lot of chemical business that’s built here. There’s going to be some export, but virtually everything we’ve seen suggests that lower, more consistent, less volatile pricing is here in the domestic propane business and we think it will also help our overseas propane business as well. So it’s a, I’d say it’s a secular trend rather than a short-term, weather driven event.

And the fact that it’s in the Northeast/Mid-Atlantic region, it is tremendously advantageous, as a propane distributor, as opposed to having to move it from the Gulf, so it’s a great development for the industry and for us. Mark Barnett – Morningstar: Thanks for your comment.

Good.

(Operator Instructions) And at this time and showing no additional questions, I’d like to turn the conference call back over to management for any closing remarks.

Okay. Good. Thank you. It’s great to be sitting here from management’s standpoint and tell you that the weather wasn’t great, but it wasn’t the dominant factor in our performance, and also to tell you that we’re on the road we laid out for you in October with the kind of – doing the kind of things that we said we would do, executing in the manner that we said we would execute. So, we not only feel good about this year as I indicated, but are – feel pretty good about 2014 and beyond as we continue to make progress in all facets of our business, keep our balance sheet strong and have the right people in place to move the company forward. So, we look forward to reporting more to you and we’ll talk to you soon.

Ladies and gentlemen, thank you for joining today’s conference call that has now concluded. You may now disconnect your telephone lines.