Good morning. My name is Steve and I'll be your conference operator today. At this time, I would like to welcome everyone to the UGI AmeriGas Third Quarter Earnings Conference Call. After the speaker's remarks, there will be a question-and-answer session. (Operator Instructions) Before turning the call over to the speakers today, I would like to apologize in advances, we're experiencing technical difficulties and you may hear clicking on the line. Please do not disconnect to reestablish your connection. Thank you. I would now like to turn the call over to Daniel Platt, Treasurer. Please go ahead.

Thanks Steve. Good morning and thank you 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, timing of development of Marcellus shale gas production, the timing and success of our commercial initiatives and investments to grow our business, and our ability to successfully integrate acquired businesses and achieve anticipated synergies. UGI and AmeriGas undertake no obligations 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 Hugh Gallagher, CFO of AmeriGas Propane; Kirk Oliver, CFO of UGI Corporation; Jerry Sheridan, President and CEO of AmeriGas Propane; and your host, President and CEO of UGI Corporation, John Walsh. John?

Thanks Dan. Good morning and welcome to our call. I hope that you all had a chance to review our press releases reporting third quarter results for UGI and AmeriGas. While operational activity ramps down somewhat in the third quarter, the last three months have been noteworthy for us as we move forward on an attractive range of new investment opportunities. I'll comment briefly on the key drivers for our solid performance in the third quarter. I'll turn it over to Kirk, who will provide you with a more detailed review of UGI's financial performance. Jerry will follow with an overview on AmeriGas and I'll wrap up with an update on our strategic initiatives/ We delivered a strong performance in Q3 despite warmer-than-normal weather across our service territories. Our Q3 GAAP EPS was $0.18, while our adjusted EPS which reflects a $0.03 mark-to-market adjustment was $0.15. This compares favorably with our adjusted EPS of $0.11 in the third quarter of fiscal 2013. Our midstream and marketing business showed particular strength as we utilized our Marcellus asset network to serve the strong natural gas demand across the region. As I noted on our last call, while extreme winter weather was the most significant factor impacting our financial performance over the winter, the market factors impacting pipeline capacity values delivered gas costs are fundamental and far reaching. Demand for natural gas across UGI's service territories is exceptionally strong. It spans all of our traditional customer segments as well as the power generation sector. Our integrated asset portfolio in the Marcellus which includes pipelines, gathering systems, natural gas storage, LNG, and a large base of customer demand provides us with a significant opportunity to deliver value during periods of volatility. There is a clear need for additional pipeline and storage capacity to serve…

Thanks John. Good morning, everyone. As John mentioned, we had a strong quarter [technical difficulty] warm weather driven primarily by strong results and midstream marketing and to a lesser extent the utility operations. You can see here that we experienced warm weather in all of our businesses this quarter. It's important to note for AmeriGas, the weather in the shoulder months of April and May of this year was significantly warmer than last year. All of our international businesses were also impacted by the effect of much warmer weather this quarter -- this last year, particularly Antargaz and France where temperatures were almost 33% warmer in the third quarter of last year. Moving on now to Antargaz -- I am sorry, to AmeriGas, we're reporting operating income for the quarter of $7.2 million, an increase of $3.4 million over last year. Total margin decreased by $3.6 million, reflecting a decrease in retail volumes sold, partially offset by modestly higher retail propane unit margins. Operating expenses decreased by $2.1 million, operating expenses in the prior period include $9.9 million of Heritage transition expenses. Excluding the Heritage transition expenses from last year, operating expense increased $7.8 million reflecting higher over time vehicle and equipment repairs, general insurance cost and spring advertising programs. Depreciation expense was $47.8 million up $4.6 million from the prior year due to a one-time adjustment in last year's quarter relating gains in Heritage asset lives and a runoff in some short lived assets this quarter. Finally, I would also like to remind everybody that effective April 1 of this quarter, all propane hedges have been reported as mark-to-market hedges and are included in corporate and other results in our GAAP statements. [Technical difficulty] hedges which have qualified for hedge accounting [technical difficulty] time. We will continue to highlight…

Thank you, Kirk. Adjusted EBITDA for AmeriGas in the third quarter was [technical difficulty] compared to $69 million recorded in the third quarter of last year. As discussed during the second quarter conference call in May, this was an entirely unexpected result as last year's third quarter was unrepeatable due to cold weather following a relatively warm winter. The weather in the shoulder months of April and May this year were significantly warm in the last year. April alone was 12% warmer than last year, with weather for the quarter averaging about 10% warmer than last year. As a result, retail volume in Q3 was 116 million gallons or 4% below the 225 million sold last year. Retail margins during the quarter were about $0.03 per gallon above Q3 last year in line with our expectations to expand margin with inflation. Average propane cost for the quarter was $1.6 per gallon at Mont Belvieu which was 16% above Q3 of 2013, they were 19% below Q2 of last year. We also discussed in May that we expected this quarter to include certain expenses that were essentially an overhand from the very unusual winter that left us with many catch-up repairs to our equipment and assets at our customer sites. In all, operating expenses were $225 million or $11 million that is 5% higher than last year, primarily due to increased over time, repairs and some discretionary advertising expenses related to spring marketing programs. Lastly the expenses excluded $10 million in [transition] (ph) expenses. We are reaffirming our guidance for the year at $660 million to $675 million, fiscal 2014 as always this guidance assume normal weather in September, trailing month of fourth quarter with meaningful weather impact. The expense items that I mentioned are now behind us and the business…

Thanks Jerry. As I noted earlier this was a noteworthy quarter for us from our strategic perspective as we move forward with several exciting new opportunities. Earlier this month we announced that we had reached agreement and principals to acquire Total LPG distribution business in France for €400 million to €450 million. Total's LPG volumes are roughly equivalent to our entire gases but with a somewhat different product mix. We are excited about this opportunity to significantly expand our presence in France. While we are still several months away from closing regulatory filing and the process has been initiated, we'll certainly keep you updated on our progress. One of the platforms of our midstream strategies is the build-out of our infrastructure network in the Marcellus, which includes large projects such as Auburn pipeline network as well as smaller projects that enhance the value of our existing platforms. For example, we recently received FERC approval to expand liquefaction capacity at our Temple LNG facility. This project will increase liquefaction by 50% and is expected to be online by the end of the calendar year. This investment will enhance our ability to serve existing markets such as LDC peak shaving market and develop newly emerging LNG segments. In addition to the expansion of the existing liquefier at Temple our Midstream team is actively developing projects that will further expand our LNG asset network in the Marcellus. On our last call I outlined two additional phases for Auburn pipeline network projects. Work is well underway in the first phase of that project, which will add additional compression. Phase will come online by the end of 2014 and the additional capacity will enable higher system throughput to serve the robust demand in North East Pennsylvania. There is no doubt that fiscal '14 has been an eventful year for both UGI and AmeriGas. Our strong financial performance over the first nine months has been coupled with significant advances in our strategic programs. While extraordinary weather and its impact on delivered gas costs in the North East and Mid Atlantic regions was a major contributor to our strong year-to-date performance. We believe that the infrastructure gap created by the escalated demand for natural gas will provide positive momentum for new UGI structure projects. The stock split and dividend increase that referenced yesterday is a good reflection of our confidence in UGI's future prospect. We are excited about the opportunities that lie ahead for us fiscal '15 and beyond and look forward to keeping you updated on our progress. With that I’ll turn back over the Steve who will open it up for questions.

Thank you. (Operator instructions) Your first question comes from the line of Gabe Moreen from Bank of America, Merrill Lynch. Your line is now open. Gabe Moreen – Bank of America: Hi, good morning everyone. Hopefully you can hear me okay. Great. On Total Gas can you talk a little bit about what specific regulatory steps you got to go through to get this closed and I guess what the timing on those would be and then also may be I know you talked about its still early in the process, but have you gotten any initial informal reactions from regulators with the acquisitions announcement?

In terms of the regulatory process certainly the most significant element of that would be regulatory approval from the appropriate competition authority so that will get looked at possibly at the yield level or possibly in country and that’s still to be determined and that’s determined through regulatory process and that process has been initiated and timing of that is sort of in line with my comments. It's basically determined by the regulator we are assuming and believing that probably within the six month window or so we closed I think in our release the stock about the first half of 2015. We will get more clarity as the process proceeds. We feel good about our submission and the rational in terms of making this investment, but obviously we have the regulatory process run its course and we will respond to any inquires that come out of that process. Gabe Moreen – Bank of America: And I guess as a quick follow-up to that is are going to talk financial matrix and accretion around the deal you think after it closes or just as we get closer to closing?

Certainly after it closes, we definitely felt we may be in a position as we get approached closer to provide more information. We provided the information we could and I think it was July 2, the announcement and certainly we get together in the fall at the Analyst Day, we'll provide an update in any available new information we can provide and then will share that with the investment community as soon as we are in a position to do so. Gabe Moreen – Bank of America: Great. And then shifting gears in terms of future projects at midstream, can you talk about to what extent you are weighing I guess what I would term shorter hall gathering opportunities versus participating either in new or in some of the announced long haul pipeline opportunities that are getting developed out of the Marcellus and then I guess as a quick follow-up to that can you disclose CapEx around the Temple project and what that's going to be?

Yeah. First on Temple, the Temple project is about a $10 million project. So that is a great investment for us. It is a moderate capital project, but it is a really good example of an add-on investment to enhance the value of an existing critical asset for us particularly given the demand for both peaking and liquid. And we are seeing enhanced demand for peaking based on what occurred this winter. Most utilities in the region established new peaks in terms of output or send out on records on full days. So we see robust demand for peaking and obviously with transport and another sectors or markets emerging we see strong liquid demand. So it's a good example. In terms of the infrastructure project we will look at a range of projects, the projects that align best with our strategy or the projects that really link production in Pennsylvania and surrounding regions particularly in Pennsylvania to demand for us and others in our region, which the Pennsylvania and surrounding states, those are the projects and Auburns is a good example of that. Those are the projects that from a strategic standpoint really fit well for UGI. We look at other opportunities to participate in some larger projects, but I would say we are most focused on those projects but we can align them with our core strategy which is really about taking the abundant production and linking it to the demand that we serve and other serves in the Mid Atlantic and Northeast region. Gabe Moreen – Bank of America: Got it and then just last one if I could on the [DV] (ph) and the 10% increase there, but still maintaining the 4% longer term growth rate around DV going forward seems reasonably conservative at this point. I realize you don’t want to set the bar too high, but I am just wondering in light of your comments about midstream earnings being stronger for longer capacity values being higher. Do you think there is a chance you could reevaluate that 4% growth rate in the near to medium term or do you just think you'll just reevaluate it and there is possibilities in certain years could be stronger?

Yeah. We look at that each year. We do plan which is kind of four-year outlook for our entire business and the Company and we look at our earnings targets, we look at our commitments in terms of dividends. So there is no change in that. What we historically have done is when we are at a point where cash flow has been particularly strong, we look at that and the outlook for cash flow remains strong. Looking forward, we then look at that -- look at our dividend and have taken it up. The last time we had a significant ratchet of the dividend was in 2010. So we will certainly continue to do that. We'll look at the policy as well and maintain -- always looking to maintain the balance of growing our dividend, but also having sufficient cash flow available to fund the investment opportunities that will drive growth in earnings in the mid to long term. So we feel good about this increase. We feel good about the cash generation capabilities of our businesses and we'll continually look at that to make sure those critical elements kind of stay in balance for us. Gabe Moreen – Bank of America: Great. Thank you.

Thanks.

Your next question comes from the line of Carl Kirst from BMO Capital. Your line is open. Carl Kirst – BMO Capital: Thanks. Good morning, everybody. Maybe John understanding there is probably not much more to say on or you can say on Total, but just to go ask and see, is there any additional outside of the financial metrics as far as trying to give a flavor of either a relative percent synergies or perhaps even better the sense of timing of how the synergies get realized. Is this something that may take longer for instance than say what we saw with Heritage. I am just trying to get a better flavor of that incrementally you can give?

Yes, I think one of the things -- it’s a really good question, one of the things that certainly we're focused on and Total is focused -- wants to make sure that we have a clear plan that aligns in terms of let's call it social issues and [technical difficulty] fronts and certain agreements that are in place etcetera, etcetera. So as you pointed out, we're looking at the delivery of certain synergies that will take place over a longer period of time than we would typically see or we would potentially see in other geographies. That was well understood as we look at the opportunity and develop the plan. So that's not a surprise to us and then sort of the valuation of the business based on that more extended period of bringing the businesses together. There is a lot we can do as we move forward that delivers value across the two businesses in terms of logistic and operational synergies that can be delivered without let's say significant changes. So one of the things we got a good track record of companies, having a very detailed view of project execution when it comes to M&A and certainly we'll bring that [technical difficulty] but basically we'll take a little bit longer on certain elements of this because we need to make sure we are executing in a manner that's consistent and appropriate for a major sort of combination of businesses and trends. Carl Kirst – BMO Capital: That's helpful, but it's too early to quantify I assume at this point.

Right, right. We'll provide more information as we move forward. Carl Kirst – BMO Capital: Fair enough. Can I only ask you or maybe it was Kirk to just repeat some of your comments and unfortunately it cut out for me right when you were sort of addressing about the commercial activity as far as the natural gas marketing here in the fiscal third quarter talking about I think it was volatility of basis specifically in the Mid Atlantic. And I thought you said something about near term versus long term and I just wanted to get a better sense of I guess A, what you are seeing here in the fiscal fourth quarter if there has been any increase or decrease of opportunities relative to the quarter we just came out of and if B, from an outside observer standpoint, if something like the [entry] (ph) basis is still perhaps the best thing to monitor to get a sense of that.

Yes, I would say that's a good thing to monitor to get some sense. I don't think there is anything you can do that's really precise on that matter and the point that really I was trying to make is that we've really benefitted a lot this year from where our assets are located and how we optimize those assets around what's going on in the Marcellus or the Mid Atlantic region really and taking advantage of some of the volatility there. But we don't expect a repeat of this year necessarily next year or any time real soon, but on the other hand, we don't expect things to go back down to the very low volatility levels that you saw going back to 2008, once the recession hit.

I think just to expand on that, I think what we're seeing is underlying volatility that is notably higher than it was say in the 2008 to 2012 period, especially where it was pretty dormant market, so you can certainly see a difference and that we saw some recovery and more volatility in 2013 and certainly last winter was kind of extraordinary, but I think the point that Kirk made was an underlying basis, you do have this -- the impact of significant increased demand with the lag -- the natural lag that exist in terms of provision of infrastructure to meet peak demand. So that will continue to provide us opportunities moving forward on two fronts. One, to utilize the assets and the capacity that we have in our network, which is great, we're not assuming next winter looks like this winter because this is a pretty unique winter but there will be some solid opportunities to use the assets we have. And two, to make additional investments to be part of the build-out of -- the necessary build-out of infrastructure and the [weakness] (ph) if that balance, it was an extraordinary year, but we don't want to lose -- certainly we're not losing sight of the fact that the combination of demand and infrastructure need creates a real opportunity for us that we need to be very focused on. Carl Kirst – BMO Capital: Understood. Thanks so much.

Thank you.

Your next question comes from the line of Chris Sighinolfi from Jefferies. Your line is open. Chris Sighinolfi – Jefferies: Hey good morning, guys.

Good morning, Chris. Chris Sighinolfi – Jefferies: John, just wanted to follow-up real quickly on Gabe's question about dividend. I know it's your practice and Kirk mentioned it again you sort of manage the payout ratio to that 35% to 45% and we've seen the heightened increases in the past like you referenced in 2010, but I never recalled seeing one that's sort of an offsite where we have two separate increases in the same year. And so I am just kind of curious what transpired for you and the Board between the April increase and the raise in your EPS guidance at that point and sort of this announcement now if there was just anything in particular you could point to that may be shaped the view on boosting the dividend the second time?

Yes I would just say that probably the other important factor is just the strength of the cash flow this year, obviously very strong year from -- reflected in the first nine months delivered a lot of that income in the first six months, cash flow has been great, our teams have done a great job working capital management. So I think the combination of very, very strong operating cash flow coming off the businesses plus bringing some of these capital projects like operating on stream that I think gave Board the confidence to do this and kind of reward investors. I am not sure if we've done this before, perhaps not, but I think the timing was based on a combination of factors. Chris Sighinolfi – Jefferies: Okay. Thanks. That's helpful. Also following up on the others, I know we've been sort of probing and providing you about the European acquisition on Total, just curious you have mentioned that the business mix, the product mix there was somewhat different and so I am wondering if we look at the UGI International operations in aggregate and think about sort of the margin and profitability characteristics that exist there today, is there anything you can say broadly about that product mix or any other factor about Total's operations that would in a broad sense skew us in anyway relative to sort of what we see feel reported from the business as it exist.

The only -- the one thing I would say in terms their product mix, I don't want to get too specific is that they served the same segment, which is great and that it's the same business. They sort of have a very similar mindset in terms of the way they think about the business. So they're serving the same segments, but their mix across those segments varies. They tend to skew a little bit larger, higher volume, larger commercial and industrial accounts, which in general on average if you look at our customer base, higher volume tends to be somewhat lower margin. It's not an extreme, but there is -- that's the difference. When we talk about difference in product mix, we're really -- we're really talking about shifts -- modest or moderate shift towards larger account versus us where we have a higher concentration in cylinders and in small bulk. So lower volume, higher margin entities customers, excuse me. So that's sort of directionally the difference when we talk about product mix. Chris Sighinolfi – Jefferies: Okay. That's helpful. And then with regard to that acquisition, I know international acquisitions you’ve done and functionalized several years and you’ve noted in the periods after they closed that they is some heightened cost around transition integration, but I am curious just given the size of this Total deal, are you just thinking that you will separate -- separately identify let's say those transition and integration cost similar to how you treated Heritage when AmeriGas purchased it. So we can get a better sense of maybe what a normalized recurring revenue it might be.

Yes, we will do that once we've closed the transaction -- when we provide updates etcetera, we'll break out how much of that is transition expense. Chris Sighinolfi – Jefferies: Perfect, great. And final question for me on marketing and midstream, another very strong quarter, you mentioned the ongoing infrastructure gap there, I am just wondering John with investments you’ve made at Temple, at Auburn sort of coupled with some environmental factors around basis that get sort of consolidated and are reported as one performance for that segment. If we think about fiscal 3Q performance let's take for example, is there any way you can sort of help us couching the bucket how much of that was driven by maybe some of those favorable environmental factors that might be less stable on a go-forward versus return on base business?

Right, yes that's not something that we would kind of want to be analyzing or communicating at this, but I think what we will focus on doing is I said for the Analyst Day to provide more granularity in terms of the look back, but also the look forward because it's important that we understand that, but it's also helpful as the business gets larger and our asset base and the network increases, we'll strive to provide more information and the Analyst Day will be a good opportunity for us to do that. Chris Sighinolfi – Jefferies: Okay. Thanks again for the time.

Okay. Thanks.

Your next question comes from the line of John Edwards from Credit Suisse. Your line is now open. John Edwards – Credit Suisse: Yes, good morning, everybody.

Good morning. John Edwards – Credit Suisse: A question on the AmeriGas side, what's the expectation for year-over-year retail volume growth for the fiscal fourth quarter?

Year-over-year volume growth, we're assuming that last year's September was about 20-some percent warmer than normal. So we're expecting other, but we don't normally talk in terms of our quarterly expectations line item by line item if that's okay. John Edwards – Credit Suisse: Okay. All right. So with the 20% warmer than normal…

September. John Edwards – Credit Suisse: September last year I guess, will it fair to say you are pretty optimistic that you should -- you should have some pretty good volume growth, is that fair to say?

I wouldn’t say significant volume growth, but it's the beginning of the residential winter season. So we are just expecting a normal quarter as we've had many, many years. John Edwards – Credit Suisse: Okay. Great. All right. That's all I had. Thank you.

Okay. Thank you very much.

And this concludes the Q&A portion of today's call. I'll turn it back over for any closing comments.

Okay. Thanks everybody for your participation in the call. We look forward to talking with you on the next call. We'll certainly keep you abreast of developments and communicating on any significant issues that come up between now and the next call and we also look forward to seeing many of you at the Analyst Day, which we'll schedule for November. So take care.

Ladies and gentlemen, this concludes today’s conference call. You may now disconnect.