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UGI Corporation (NYSE:UGI)

F4Q2011 Earnings Conference Call

November 8, 2011 4:00 PM ET

Executives

Hugh Gallagher – Treasurer

Lon Greenberg – Chairman and Chief Executive Officer

John Walsh – President and Chief Operating Officer

Gene Bissell – President and Chief Executive Officer of AmeriGas

Operator

Good day, ladies and gentlemen, and welcome to the UGI and AmeriGas Partners L.P fourth quarter fiscal year 2011 earnings conference call and live audio webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. (Operator Instructions) As a reminder, this conference call is being recorded.

I would like to turn the conference over to your host, Mr. Hugh Gallagher. Sir, you may begin.

Hugh Gallagher

Thank you, Shannon. Good afternoon and thank you for joining us. As we begin let me remind you that our comments today will contain certain forward-looking statements, which management of UGI and AmeriGas believes 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 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; including currency exchange fluctuations, and in particular, the euro; the timing and 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 obligation to release revisions to these forward-looking statements to reflect events or circumstances occurring after today. In addition, our remarks today 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 other companies and should be used in conjunction with other performance measures such as cash flow from operating activities.

With me today are John Walsh, President and COO of UGI; Gene Bissell, President and CEO of AmeriGas; and your host, Chairman and CEO of UGI Corporation, Lon Greenberg. Lon?

Lon Greenberg

Thank you, Hugh. Let me also welcome everyone to our call. As usual I trust you've had the opportunity to review our press releases reporting both our 2011 fiscal year results and our guidance for fiscal year 2012. I will comment first about 2011 and then return later in the call to talk about 2012.

2011 was really an unusual year for us. It’s unusual in that we did not perform financially as well as we expected when we entered the year. There are number of reasons why this occurred and I frankly use the word reasons advisably I suppose to the word excuses because our culture is not one that is accepting of excuses. I don’t also want to dwell on the reasons as many were specific to fiscal year 2011. These include uncooperative winter weather and what I used on the (Inaudible) natural disasters including Hurricanes, earthquakes, tropical storms all causing varying degrees of damage and expense.

They also include equipment failures causing our new electric plant to seize production and the delay in development of opportunities in the Marcellus Shale region. Finally, other reasons include the taking of action to capitalize on capital markets like the AmeriGas bet financings or hedging known risks such as hedging the purchase price for the recently announce shale acquisitions. What I want to emphasize is that because many of these items are peculiar to fiscal year 2011 they do not diminish our long-term prospects or cause us to look at our future differently. We remain committed to our strategic direction and continue to believe our shareholders and unit holders will be rewarded with above average returns in the future.

We maintain this view because we acted during fiscal year 2011 to lay a strong foundation for our success in the future and all of these actions were tangible. Since others in the call will review these actions I will stop here and then turn the call over to Hugh and I will come back after Gene and John are finished so Hugh.

Hugh Gallagher

Thanks Lon. I will be providing an overview of the financial results followed by discussion of cash flow and liquidity and update on financing activity and then I will turn the call over to John for his operations update. For the fourth quarter UGI reported a seasonal net loss of $0.20 per share compared to net income of $0.02 per diluted share for the prior year quarter. This year’s net loss included a combined $0.08 per diluted share and losses related to an after tax loss on extinguishment of debt ad AmeriGas and the impact of the currency hedges used to fix the price of the European LPG acquisition.

Net income attributable to UGI for the prior year quarter included a combined $0.14 of income as a gain from the sale of Atlantic Energy was partially offset by loss related to the impact of litigation reserve at AmeriGas. So on an adjusted basis excluding these unusual items two quarters were roughly equal with $0.12 loss. For the fiscal year ended September 30, 2011 we reported earnings of $2.06 per diluted share on approximately 2% higher shares outstanding compared to $2.36 per diluted share for the prior year.

To mention some of the unusual items that hit each of the fiscal years. The impact in 2011 we had the impact of an after tax loss of $10.3 million or $0.09 per share related to early extinguishment of debt at AmeriGas. An after tax loss of $3.9 million or $0.03 per diluted share on the hedging of the currency risk related to the purchase price of the shale business in Europe. The benefits in the first quarter of a non-taxable reserve reversal of approximately $9.4 million or $0.08 per dilute share related to the dismissal of the French Competition Authority proceedings.

For fiscal 2010, unusual items included the after tax gain of $17.2 million or $0.16 per diluted share from the sale of Atlantic Energy. Partially offset by losses of $5.2 million or $0.05 related to the termination of interest rate protection agreements and the litigation reserve reported by AmeriGas.

Turning briefly to each business unit, AmeriGas’ contribution to UGI’s net income decreased $7.4 million this was primarily due to the $10.3 million loss on extinguishment of debt in 2011. Partially offset by the absence of losses on interest rate protection agreements of $3.3 million in 2010. International Propane’s contribution to net income decrease $17.8 million primarily due to lower total margin at gas associated with extremely warm weather during the second and third quarters of the fiscal year. Although our International Propane segment benefited from the first quarter reversal of the French Competition Reserve this benefit was largely offset by the impact of euro to dollar currency translation during the year, which reduced net income by approximately $7.3 million.

Gas Utility had a very strong year primarily due to 14% increase in operating income resulting from higher throughput to core market customers. This resulted from colder weather, customer growth and conversion activity completed during the year. Gas Utility results also benefited to a lesser extent from the regulatory effects of income tax, the regulatory effects on income taxes of greater state tax depreciation.

Finally, the reduction in midstream and marketing’s net income contribution was primarily related to the absence to the after tax gain on the sales Atlantic Energy of $17.2 million. Turning to cash flow and liquidity, for fiscal year 2011 cash flow from operating activities was approximately $555 million versus $599 million in the prior year. Cash flow from operating activities excluding changes in working capital was approximately $698 million compared to $664 million in fiscal 2010.

Capital expenditures for fiscal 2011 were $361 million slightly higher than the $347 million of expenditures of 2010 and about $20 million lower than the forecast we last updated in July. This difference was largely attributable to timing differences and expenditures at AmeriGas for the ACE and Strategic Account activities a slower pace of spending on investments in Marcellus Shale infrastructure related projects in our midstream business and slightly lower capital spending at Antargaz.

As we look ahead to 2012 we expect capital expenditures of approximately $420 million with the bulk of the increase from 2011 being related to increases in our midstream and marketing business related to Marcellus Shale investments including the recently announced Auburn Gathering Extension.

Acquisition expenditures for fiscal 2011 were about $53 million with the bulk of this related to acquisitions completed by AmeriGas throughout the year, as well as the October 2010 acquisition of Shell’s Polish LPG business in our International Propane segment. Our consolidated cash position excluding restricted cash was $239 million at September 2011 compared with $261 million at September 30, 2010. Excluding cash held in operating subsidiaries UGI had $81 million of cash available at September 30, 2011 compared with $112 million at September 30, 2010. The fiscal 2011 balance was slightly lower than typically we have at UGI as we were in the process of positioning cash for the acquisition of the European LPG businesses. At September 30, AmeriGas had outstanding borrowings of $96 million under its revolving credit agreements and outstanding letters of credit of approximately $36 million.

UGI Utilities had no borrowings under its revolver and $7 million of cash on hand. Antargaz had no borrowings on its revolver and 64 million Euros of cash available and finally the midstream and marketing business had cash on hand of $4 million, outstanding balance of $14 million under its accounts receivable facility and $10 million outstanding on its revolving credit facility.

Financing activities during the fourth quarter included the sale of $450 million of senior notes at AmeriGas in August the proceeds of which were used to finance, to fund the tender offer of $350 million or AmeriGas’ 7% and 8% notes due in 2016 as well as to pay outstanding balances under AmeriGas’ revolving credit facility. The debt premium on this tender offer was the main contributor to the early extinguishment of debt during the quarter at AmeriGas.

In September, Flaga entered into a $40 million euro term loan, 40 million euro term loan the proceeds of which were used to repay an existing term loan that matured in September and to repay a portion of outstanding balances under its credit facilities the new term loan matures in 2016. Flaga also entered into a new multicurrency working capital facility in September and this new facility allows Flaga to borrow up to $46 million Euros for working capital needs and general corporate purposes including an overdraft facility of $6 million. This new facility has a three year term and matures in September 2014.

During the course of the fiscal year we completed refinancing of revolving credit facilities at Antargaz, AmeriGas, Utilities and Flaga and we refinanced long-term debt at Antargaz, AmeriGas and Flaga. As of September 30, our total consolidated long-term debt was $2.16 billion versus $2 billion last year. The increase was primarily related to the refinancing at AmeriGas. Pre maturities of long-term debt in fiscal 2012 are expected to be less than $50 million primarily due to maturing medium term notes at our Utility business.

And now I will turn it over to John for his report on operations. John?

John Walsh

Thanks Hugh. As Lon noted, Q4 was one of the most dynamic periods in recent memory for UGI. On the operational side of our business we were faced with major challenges as a series of severe weather events impacted our East Coast service territory and we experienced an equipment failure at our recently commissioned Hunlock Power Plant. From a strategic perspective we announced major investments in Q4 for three of our four business units. I would like to comment on both the operational and strategic developments in the quarter. The Mid Atlantic region of the U.S., which is home to our Utilities and midstream and marketing business as well as a significant number of AmeriGas locations, was impacted by a series of major weather events over the past three months.

These events included Hurricane Irene, which hit our Utilities territories on August 38 Tropical storm Lee, which arrived about 10 days and the early season snow storm that hit in late October. Well our operations were touched by each of these events we felt the most significant impact from the Hurricane due to wind damage in our electric Utility and Tropical storm Lee which resulted in major flooding across the Northern and Western portions of our service area in Pennsylvania including our Hunlock site.

While this sequence of weather events was unprecedented in our history our teams did an outstanding job responding to the challenges and diligently work to minimize the impact on our customers. Our Hunlock plant, which was repowered as a 125 megawatt natural gas fired facility and commenced operations in July experienced an equipment failure during Q4 and was also impacted by the severe flooding during the tropical storm. One of the two Hunlock units is now in operation and repair work is underway on the other units. As Lon mentioned, our best estimate for the restart of the second unit is in Q3 of fiscal 2012.

Although the weather in the sluggish economy proves to be challenging in the quarter we’ve made great progress on development of growth opportunities within our existing businesses and in our pursuit of strategic investment opportunities. Our core businesses continue to push forward with their growth plans and made noteworthy progress in several areas. Our Gas Utility concluded FY ’11 with one of the strongest growth performances in our history. We achieved a record level of both residential and commercial conversions to natural gas.

We added over 12000 new Gas Utility customers in FY ’11 with growth in new customer additions for both the residential and commercial segments topping 15%. This solid growth performance can be attributed to our effective pursuit of natural gas conversions as well as the positive impact of Marcellus Shale activity in the Northern and Western sections of our service territory where economic development has historically lagged. Demand for natural gas service remains high as we enter FY ’12 and we are optimistic about continued growth for Utilities.

Our midstream and marketing business concluded a strong year in gas and power marketing. While natural gas remains the primary product for our marketing team we’ve made great progress adding power to our customer offer over the past few years. Customer response has been excellent and we benefited from the opportunity to expand our supply relationships with our core customers. Our midstream and marketing team continues to grow at small commercial programs through a combination of direct sales and telemarketing to reach customers on over 30 different LDC’s in the Mid Atlantic region.

As noted in our call last quarter, AmeriGas has begun to see a strengthening of certain commercial segment volumes. While we see some segment specific recovery this strengthening is largely the result of focused sales and marketing efforts by the AmeriGas team. We look to leverage our commercial sales team as the economy recovers by focusing our efforts on a targeted set of customer segments where demand is solid. While growing our core business is vitally important the noteworthy development in the past quarter was the series of announcements made regarding new strategic investments.

These announcements touched three of our four major businesses. We announced our intention to acquire Energy Transfer Partners Propane distribution business Heritage Propane. We are excited about the opportunity to expand the reach and scope of our U.S. Propane operations and to bring the high caliber team from Heritage together with the AmeriGas team.

We announced and closed the acquisition of Shell’s Propane operations in eight European countries covering the (Inaudible) and Nordic regions as well as the UK. This acquisition provides us with strong positions in several new markets adjacent to our existing operations and strengthens our European business with the addition of a talented team from Shell.

Finally, as noted earlier we made two announcements regarding our Marcellus development activity in Northeast Pennsylvania. At the start up of our Auburn Gathering System in early October and subsequently announced the $150 million project to extend that system southward to connect with the Transco pipeline. We see these projects as the first in this series of pipeline investments as critical infrastructure is added in the region to provide Marcellus producers with badly needed access to the Mid Atlantic and Northeast markets.

I would now like to turn it over to Gene who will provide you with details on AmeriGas’ performance in Q4.

Gene Bissell

Thanks John. Our adjusted EBITDA of $335.3 million for the year was in line with the guidance we shared with you in July. Volume for the year was 2% below prior year as we discussed at the end of the second quarter the primary reason for the volume short fall was the abrupt end of winter at the end of January in our Southeast and South Central regions. Weather in those two regions was 31% warmer than the prior year in February and 22% warmer than the prior year in March. With this warm weather it seems like many of our customers in those two regions simply shut off their furnaces for the rest of the year.

In addition to the volume issue in the Southern regions volume for the year was also affected by additional customer conservation, which is not surprising given the increase in the wholesale cost of Propane. The average wholesale cost of Propane in Mount Bellevue last year was almost 30% above the prior year average. Higher energy prices also had an impact on our vehicle fuel cost for the year. In total our expenses were up $10.9 million over 75% of the expense increase was due to the higher cost of vehicle fuel.

Turning to our core strategies, our ACE Cylinder Exchange operation performed well last year with volume up 8% compared to the prior year. Same-store sales were up about 1% so most of this growth was due to new locations particularly Dollar General. As of the end of the year ACE drill cylinders are available at more than 38,000 locations. We also achieved over 4% growth in our strategic accounts volume, here again the growth in the volume is principally due to adding more customer locations. We now service in over 25,000 locations for our 200 strategic account customers. We caused a few more smaller acquisitions in the fourth quarter bringing the total number of deals closed this year to 16, we estimate that these acquisitions will add about 16 million gallons on an annualized basis.

Of course the big news this year was our recent announcement of our agreement to acquire Heritage Propane the third largest Propane Company in our industry. We are working with Heritage to close the transaction in the first or second quarter and we’ve built a team to plan for a smooth integration of the two businesses. We continue to be quite excited about this deal, which will allow us to significantly reduce our combined operating expenses and improved customer service.

Since we don’t know exactly when the deal will close we are providing EBITDA guidance that excludes the effect of the Heritage acquisition. Given normal weather and based on our current view of the external environment and our business plan for 2012 we are providing EBITDA guidance of between $345 million and $355 million for fiscal year 2012. At the midpoint of that guidance this would represent over a 4% year-over-year increase in EBITDA. I would like to finish my remarks by thanking our employees for providing excellent service to our customers despite the impact this year of hurricanes, floods and tornadoes and even an early snow storm in October. This year 92% of our customers rated our service as either meeting or exceeding their expectations. We continue to aim to be the most reliable, the safest and the most responsive Propane Company in every community we serve. Lon?

Lon Greenberg

Thanks Gene. I would like to close by commenting a bit on our fiscal year 2012 which we have just begun. We communicated guidance to you for both UGI and AmeriGas in our releases EPS guidance for UGI was $2.35, $2.45 a share and EBTIDA for AmeriGas as Gene noted $345 million to $355 million. Given the scale of the Heritage transaction and uncertainty over the timing of closing guidance obviously does not include the effects during the year of that transaction and of course we will update you after that transaction closes.

In calculating our guidance we took into consideration a number of factors in addition to the normal prospects for each of our businesses. These factors include the following the state of the economy, the economy is somewhat weaker than we thought it would be at this time earlier in fiscal year 2011 and we expect a sluggish economic environment with little growth during fiscal year 2012. In addition to that, as John noted our Hunlock plant which performed quite well for the period it ran will not be fully operational until the third quarter of 2012. We remain comfortable however that this plant will contribute appropriately to earnings thereafter. The recently announced Shell transaction also was considered and we expect that to contribute only modestly during our fiscal year 2012 due to significant transition expenses.

Given our experience in acquiring businesses from Shell we are comfortable that a more significant contribution to earnings in fiscal year 2013 and thereafter will occur. We also expect that contribution to earnings in fiscal ’12 from our Marcellus Shale developments announced during the last several months but again that contribution will be more significant in fiscal year 2013. While we are on schedule with our L&G plant expansion you have to remember that that project will contribute to earnings not in 2012 but in 2013.

Finally we will be holding an open season for our underground natural gas storage which will put in effect new rates from April 1, 2012 on. We are taking actions to make that storage more attractive to the long-term and expect those actions to be positive factors in the rebidding. On the other hand, the overall natural gas infrastructure market has been affected by the current state of and the prospects for natural gas prices thus we reflected both of those factors in our (Inaudible).

We then balanced all of these factors and a few others and we arrived at guidance for UGI. The guidance for AmeriGas on the other hand was a bit less complicated to develop. We reflected on some of the factors I noted above that were irrelevant to AmeriGas reflecting on market conditions and progress last year and based on all of that we developed the guidance we did for AmeriGas.

Last year at this time we advised you that we were a company that had a bright future, because we had a lot of potential. We had two internally generated capital projects the Hunlock Power Plant and our L&G expansion with great potential for the future. Well half of that potential the Hunlock plant is now reality the entire plant operated effectively and profitably until as John mentioned an equipment failure occurred at this time approximately 60 megawatts of that plant are in operation and the other half of the plant will be operating in the mid 2012 timeframe. A delayed contribution but a real one nonetheless.

Last year at this time, we also had great potential for growth in the Marcellus Shale. Here a year later, we have nearly 15 Bcf of underground storage at FERC rates, which we will rebid as I noted earlier at midyear. We have a small pipeline project actually carrying natural gas as we speak and $150 million expansion of that project moving forward potential to reality.

Last year at this time, we had a robust pipeline of acquisitions opportunities, the potential for value growing transactions. Here again a year later we have recently completed with Shell, which is more than twice the size of our 2010 transaction, which will contribute to earnings this year. We also announced the transaction from AmeriGas to acquire the Propane operations of Energy Transfer the first consolidation of major U.S. Propane distributors again potential has become reality.

The transition from potential to reality is clearly risk reducing for all of you. Our actions demonstrate that we can take potential and make it reality yet we still have plenty of potential before us. Our L&G facility expansion is on schedule and will be completed late this year and contribute to earnings next year. We have additional opportunities for growth investments in the Marcellus Shale that we are pursuing and we still have a pipeline of potential transactions we are evaluating. Finally, our expansion in unregulated natural gas marketing in France is gaining traction.

All of the things that have become reality and all of the things that are potential that may turn to reality will lead to earnings growth this year and accelerating earnings growth in the future. Yes, our earnings growth acceleration has been delayed a bit for the reasons we noted during this call. But we are confident that it will come and as a transition from potential to reality that occurred in fiscal year 2011 to give you confidence in our ability to meet our financial goals as we move forward. We remain optimistic about our future and look forward to reporting more progress to you as the year insists.

So Shannon at this point we will take some questions.

Question-and-Answer Session

Operator

(Operator Instructions) our first question comes from (Inaudible) Capital Management, you may begin.

Unidentified Analyst

Good afternoon, Lon. Lon, you’ve got a lot going on more so than I remember in a long time. During a period where things admittedly out stalled some you gave us a little flavor on what you see going forward into ’12. But there is a lot going on can you help us get comfortable that you have a grasp on all of these things you and the management team and when will you be able to give us a little growth trajectory playing out going out like ’12, ’13, ’14 from these all these various moving parts kicking in.

Lon Greenberg

Yeah, that’s a good question particularly given the management changes that have been announced at the company and have occurred in the past. One of the duties Jay as you know about our structure is we have a small holding company group that includes John and I and Hugh and some others Davinder and a bunch of other folks. And we have business units that had CEOs, CFOs and management teams and all of those business units. And effectively what we’ve always done is have those teams focusing on their execution and having the corporate group really focused on the larger build out of transactions.

And as a result of that we’ve been very successful in the past and executing on our capital projects executing our acquisitions I can’t think of an acquisition that we’ve done in decades that has not been effectively integrated and produce the results that we wanted. We have a strong team of people who are familiar with integration, recently we’ve done two utility deals where we’ve relied on those teams to help us with integration and so they’d be available to Gene’s group and Gene’s group has a really strong team of experienced people in doing large transaction integration as well.

So, on the Heritage transaction we are comfortable we’ve got the team in place to make that work and the right support for that team. Again being a fairly decentralized group if you look at our midstream and marketing group that’s lead by Brad Hall, Brad has virtually his entire team in place that’s been there forever that has developed a lot of these opportunities in the Marcellus Shale area. We’ve added some experienced people in pipeline areas where we didn’t have the experience that we might need for those, we’ve joint ventured where appropriate with other people to bring expertise to the table in those areas as well. And so that team has a more limited number of things on its plate the Auburn project, developing other opportunities in the Marcellus Shale and an effective team to carry out its day-to-day operations.

If you move to the international side I think our actions in integrating transactions they speak for themselves the Flaga group bought some sizable transactions from Shell last year, put together a team relying on the methodology we use here to integrate those and those have performed exactly as we thought they would this year. So well and on top of that the corporate group hasn’t been sitting down and doing nothing. Hugh mentioned the I don’t know six or seven refinancing that have been completed during the year setting the stage for a year of good liquidity for the future few years to allow us to do the kinds of things we are going to do. So if we were a different kind of company Jay I would tell you that we’ve got a lot on our plates and we are scrambling to do it but given the nature of how we are structured, how we are organized in the infrastructure in each of our business units.

I’m pretty comfortable that we’ve got focused teams in place to affect all of these transactions and have them do the kind of things we want and where we may be stretched a little as a corporate where John was wearing two hats until recently as CEO of the Utilities. I think Hugh is wearing a hat and a half and I’m wearing a hat and a half on the CFO function and a number of other folks are serving in multiple roles. But frankly if you have to be stretched somewhere being stretched in corporate is the place to be stretched. So we are comfortable with what we can produce, what we got to produce and we got the right teams in place.

Unidentified Analyst

Okay, so will we get to a point, I know historically you really haven’t operated this way but will we get to a point where you may lay out some bands of earnings potential for like ’12, ’13, ’14 or so depending on weather and other various variables. Again given that you have so many things going on and so many things falling into place might we get a little view further out at some point?

Lon Greenberg

Yeah, let us take that under consideration. We tried to address that a little bit in our investor presentation that we had last year where we had a chart that what we call the accelerating growth profile and we had each of the transactions we had then announced and of course we have a few more now and we laid out a timeframe from when they would kick into earnings and then relied on our overall structure of saying we are comfortable we can grow earnings 6% to 10% and tie it all together. But let us consider being a little bit more specific the further out you go it always makes you a little anxious because it’s hard enough to predict what’s going to happen next month and down a few months out led alone several years out but maybe some direction generally might be helpful to folks, so let us consider that.

Unidentified Analyst

Okay, thank you.

Operator

Thank you. (Operator Instructions) I show no further questions at this time. I would now like to turn the call back over for management.

Lon Greenberg

Okay, thank you, Shannon. We appreciate everyone listening in on the call. I guess we were so crystal clear during the call that it answered all of your questions, which is one of our goals when we make our presentations that is to anticipate the questions and try to answer them. So I will close this call by saying we were the most effective we’ve ever been in that task and we look forward to speaking with folks as we go forward in the future. Thanks a lot for your support and we will talk to you soon.

Operator

Ladies and gentlemen, this concludes today’s conference. Thanks for your participation. Have a wonderful day.

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