William Ruthrauff - Director of Investor Relations John Walsh - President and Chief Executive Officer Kirk Oliver - Chief Financial Officer Jerry Sheridan - President and CEO, AmeriGas.

Benjamin Brownlow - Raymond James Chris Sighinolfi - Jefferies Michael Gaugler - Janney Montgomery.

Good morning. My name is Lindsey, and I’ll be your conference operator today. At this time, I would like to welcome everyone to the UGI Corporation & AmeriGas Partners’ Fiscal 2016 Earnings Call. All lines have been placed on mute to prevent any background noise.

After the speakers’ remarks, there will be a question-and-answer session [Operator Instructions] Thank you. Mr. Will Ruthrauff, Director of Investor Relations, you may begin your conference..

Thank Lindsey. Good morning, everyone, and thank you for joining us. 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 John Walsh, President and CEO of UGI.

Before we begin, let me remind you that our comments today will include certain forward-looking statements which management 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.

Please read our earnings release and our annual report on Form 10-K for an extensive list of factors that could affect results. We assume no duty to update or revise forward-looking statements to reflect events or circumstances that are different from expectations. We will also describe our business using certain non-GAAP financial measures.

Reconciliations of these measures to the comparable GAAP measures are available in the appendix of our presentation. Now, let me turn the call over to John..

Thanks Will. Good morning and welcome to our call. I trust that you’ve all had a chance to review our press releases reporting full year results for UGI and AmeriGas. I'll comment briefly on critical achievements in the quarter and provide an overview of our full year results and fiscal year 2017 guidance.

I’ll then turn it over to Kirk, who provide in more detailed review of UGI's financial performance in fiscal 2016. Jerry will cover AmeriGas’ fiscal 2016 performance and fiscal 2017 outlook. And I'll wrap up by reviewing progress on our strategic projects and initiatives and providing some additional perspectives on the outlook for fiscal 2017.

We’re very pleased to report record earnings per share in spite of abnormally warm temperatures in each of our markets. Our full year GAAP EPS was $2.08, while our adjusted EPS was $2.05 which was in line with the guidance we provided at the end of Q3 and in our press release on October 13.

The adjusted EPS of $2.05 establishes a new high watermark for UGI earnings. The adjusted EPS in 2016 excludes the impact of mark-to-market gains of $0.17 along with a combined negative $0.14 impact of transition costs associated with Finagaz and a loss on early extinguishment of debt in AmeriGas.

We're very pleased with the earnings delivered in 2016 as we achieved record earnings despite a challenging weather environment. We were particularly excited about the progress made over the past 12 months on our primary strategic initiatives such as our midstream infrastructure investments in the Marcellus and the Finagaz integration in France.

One other relevant benchmark for assessing our fiscal 2016 performance is a comparison to our most recent ultra-warm weather year, which was fiscal year 2012.

Our fiscal 2016 adjusted EPS of $2.05 was over 60% above our fiscal 2012 adjusted EPS of $1.25 reflecting the tremendous growth in our businesses over the past four years as well as the positive impact of significantly higher level of fee based income which enhances earnings resiliency in warm weather years.

Our guidance for fiscal 2017 of $2.30 to $2.45 assumes normal weather and volatility in our service territories. The midpoint of our fiscal 2017 guidance represents a 16% increase versus fiscal 2016 and a 10% CAGR since 2013 which is the most recent year a relatively normal weather for us.

This strong EPS growth demonstrates the fundamental strength of our businesses as earnings contributions from our recent strategic investments in organic growth across our businesses bolstered by an assumed return to normal weather and volatility combined to deliver significant earnings growth.

Kirk will comment in more detail on our fiscal 2016 performance in a few minutes. Fiscal year 2016 was a noteworthy year for the company in many ways. It was the first full year of operations where with our expanded business in France and we saw the positive impact of the Finagaz acquisition in our UGI International results.

Our midstream marketing team is successfully executing the broadest range of projects in their history. All of our team successfully addressed the challenges of the exceptionally warm winter weather by maintaining our focus on unit margin management, expense control, working capital management and the delivery of organic growth.

I'd like to comment on a few of our key fiscal 2016 achievements. The midstream and marketing team made significant progress over the past 12 months on a broad range of critical infrastructure projects. Our Sunbury pipeline and Manning LNG liquefaction projects are well into the construction phase.

Both projects remain on schedule and on budget and we look forward to adding them to our network of midstream assets in fiscal 2017.

The FERC issued a draft Environmental Impact Statement on our PennEast project in July and on Tuesday issued a notice to revise schedule that extends the date for the issuance of its final environmental impact statement by two months from December 16th to February 17th.

Despite the revised timeline, we continue to believe that a late 2018 in-service date is achievable. This new capacity serving capacity constrained areas of New Jersey and Pennsylvania is a critical project for the region. Our outlook for our midstream and marketing business remains very strong. I'll comment more on this later in the call.

Our gas utility had a very productive fiscal 2016. We filed and successfully concluded the first rate case in over 20 years for UGI Gas, the largest of our three gas utilities in Pennsylvania. The outcome was a $27 million rate increase with those new rates going into effect late last month.

Our UGI Gas customers continue to benefit from our proximity to low cost Marcellus gas with the average residential build for UGI Gas customer assuming the new rates, still 47% below their average bill in 2008.

The team of utilities once again deployed record levels of capital as we continue to add new customers while also executing an extensive infrastructure replacement program. We added approximately 14,000 new residential heating customers in fiscal 2016 and 23,000 new commercial accounts. Infrastructure replacement and upgrade remains a priority.

Our cast iron and bare steel infrastructure replacement programs remain on track and in the process we are addressing some constrained areas within our distribution system. Lastly yesterday, the UGI Gas received approval for its disk which will be effective as of January 1st. We expect to begin collecting these revenues at UGI Gas in fiscal year 2018.

Jerry will comment in detail on AmeriGas’ performance, but I'd like to comment on the progress within our ACE program. This is an area where our national footprint is crucial and our team has done an outstanding job of building our position with national retailers.

There was noteworthy gain in fiscal 2016 as we reached agreement and several large retailers, which will add approximately one million additional cylinder sales to our ACE portfolio.

I’ll close out my remarks on fiscal 2016 with a few comments on our international propane business where we delivered an extremely strong performance despite the challenge of warmer than normal weather.

We saw the significant positive impact of the Finagaz acquisition as our fiscal 2016 EBIT excluding transition expenses for international propane increased by 73%. We've made significant progress on our integration and alignment activities over the past 12 months.

Our team is doing an outstanding job on the integration and we are on track as we hit the 18 month mark post acquisition. While the integration work for Finagaz will continue into fiscal 2018, we expect to achieve the majority of our critical integration milestones by the end of fiscal 2017.

Fiscal 2016 was a year of challenges with warmer than normal weather in all of our service areas and dampen volatility in pipeline capacity values being our most significant headwinds. These challenges provided us with the opportunity to demonstrate the resiliency of UGI’s businesses and our teams responded to this challenge.

We delivered record earnings, which were underpinned by significant contributions from our recent major investments in Europe in our midstream business. We also maintain our commitment to excel in the most critical activities we undertake safety, customer service, and operational efficiency.

I’ll return to comment on our fiscal 2017 outlook in our strategic initiatives, but I'd like to turn the call over to Kirk at this point for the financial review.

Kirk?.

Thanks John, and good morning, everybody. As John mentioned, fiscal year 2016 was a strong year with adjusted earnings coming in at $2.05 per share which is $0.04 over last year. On this slide we've laid out the adjustments to GAAP earnings which are pretty straightforward.

We back out $0.17 for unrealized gains and commodity derivatives, we then add back $0.10 of after tax integration expenses associated with the Finagaz acquisition and $0.04 for loss on extinguishment of debt.

We experienced a loss on extinguishment of debt in both years, this year for the refinancing at AmeriGas and last year in connection with the financing of the Finagaz acquisition. Turning first to the LPG side of the business, AmeriGas’ reporting adjusted EBITDA of $543 million which is down $76 million or about 12% versus last year.

The decrease in total margin was driven by the effect of warmer weather and volume partially offset by higher unit margins. Retail volume was down 10% versus last year.

The decrease in operating expenses reflects lower vehicle, fuel, employee compensation, and benefits, an uncollectible accounts expense partially offset by an increase in litigation and general liability reserves. Jerry will discuss AmeriGas’ results in more detail in a few minutes.

For UGI International, we achieved adjusted income before taxes of $210 million as shown in the bottom right column of the slide. These results include a full year of operations for Finagaz which closed on May 29th of last year. The Finagaz acquisition nearly doubled our retail distribution business in France.

Finagaz results and higher unit margins in the legacy business combined to overcome the warmer weather and drive the strong results for this year. Turning now to the natural gas businesses. Midstream and marketing posted income before taxes of $145 million down $36 million versus last year strong performance.

Total margin is down about $45 million or 14%, reflecting lower capacity management, natural gas and power marketing and electric generation margins. These decreases in margin were partially offset by higher fee based margins generated in gathering and seeking services.

Utilities’ reporting income before taxes of $163 million, which is down $37 million or about 19% versus last year. Throughput core customers decreased 19% in the pace of weather that was 14% warmer than normal and 18% warmer than last year. Total margin decreased by $51 million reflecting the lower core market volume and lower electric utility margin.

Operating expenses decreased significantly reflecting lower IT project costs and other costs that were down due to the mild winter weather. Depreciation expense increased $4 million, reflecting the effect of greater distribution system capital expenditures. Finally, we're proud of the company's continued track record of outstanding cash generation.

You can see on this slide that UGI has continued to steadily increase cash flow from operations over the long term despite the vagaries of weather. This strong cash generation allows us to fund growth projects and grow the dividend without having to access to capital markets.

Our balance sheet is strong as reflected by our conservative leverage and credit rating. This flexibility ensures we have the capacity to meet our growth needs for the foreseeable future. That concludes my remarks and I’ll now turn the call over Jerry to for his report on AmeriGas..

Okay, thank you, Kirk. For AmeriGas the fiscal year ended September 30th was the second warmest on record, that's a 121 years, which obviously had a significant impact on our earnings performance. The 15% warmer than normal weather resulted in a 10% reduction in volumes from prior year.

We immediately mobilized execute our warm weather plan to offset a portion of the impact of the warm weather through solid margin management and of course cost containment activities. The reduction expenses is partially offset by a $30 million increase in litigation reserves.

As previously disclosed, we received a significant adverse judgment in a class action case formally believed to be remote Along with some other adverse developments in our litigation portfolio. This resulted in the need for the reserve increase.

As a result of the factors just mentioned, AmeriGas achieved adjusted EBITDA of $543 million which would have been in line with previously announced guidance absent the $30 million charge. Beyond the headlines of warm weather, impact on earnings we’re pleased with the number of accomplishments across several fronts during 2016.

We’re well positioned for growth given our technology investments which have enhanced our customer service levels while also reducing our cost to serve and enabling us to turn fixed costs into variable. Now some brief comments on growth drivers.

Our national accounts program added 39 new accounts during the year, and renewed 40 deals, a very strong performance. Our AmeriGas Cylinder Exchange program added a new business that represents over one million additional cylinder sales going into 2017.

Our corporate development program added six additional tuck-in acquisitions adding 10 million gallons annually. In April, we increased our distribution to $3.76 per unit, the 12th consecutive year of distribution increases.

In June, we refinanced $1.35 billion dollars of our debt at an average rate of 5.75%, lowering our weighted average cost of debt while extending our maturity profile and improving coverage. We were also pleased with our AmeriGas unit performance which has been quite strong in a volatile NLP environment.

Our ability to grow our distributions without the need for a large capital outlays or a need to access equity or debt markets has put us in a good position and it's delivered a compound annual unit holder return of 19.8%, 8.8% and 12.2% for the one, five, and ten year periods ended September 30th.

Looking ahead to 2017, we expect to report adjusted EBITDA in the range of $660 million to $700 million assuming normal weather. In closing, I would like to just say thank you to the entire AmeriGas family for performing so well through one of the warmest winters in history and for continuing to provide excellent service to all of our customers.

Now let me turn the call back over to John..

Thanks Jerry. While fiscal 2016 was a year of record EPS for UGI, I think it's the progress on strategic investments that is the most noteworthy aspect of our performance over the past 12 months.

The scale and reach of our businesses continues to provide us with an exceptional pipeline of high quality investment opportunities and our team is working diligently to identify, assess and execute the most attractive projects. As we kick off fiscal 2017, our portfolio of projects in development and execution is stronger than ever.

This strength is reflected in our guidance for FY 2017 and provides us with great confidence in our ability to continue to deliver strong earnings growth in future years. Our midstream and utilities teams continue to see very strong natural gas demand across the mid-Atlantic region.

This demand strength is evident in all of our key customer segments, residential, commercial and industrial as well as an expanding portfolio of gas fired power generation projects.

This strong demand and the extended timelines for approval of pipeline capacity additions will stress the gas system network in the mid-Atlantic and Northeast during any periods of extended cold weather. UGI is working diligently to develop and execute new investments that address this critical infrastructure gap.

The field execution phase of our $160 million Sunbury pipeline is going extremely well. We expect this pipeline which will serve a new 1100 megawatt Panda Power facility and supply a portion of UGI’s EG’s customers to be completed early in 2017 and commence serve as to Panda Power next summer.

We’re in the FERC environmental impact statement phase of the PennEast project, where we partnered with five other major companies to construct a 120 mile pipeline to transport low cost Marcellus gas from Northeast Pennsylvania to customers in Eastern Pennsylvania and Central New Jersey.

The FERC issued their draft Environmental Impact Statement in July and as I mentioned earlier, recently revised its expected completion date for their final environmental review to February 2017.

This project will serve areas of New Jersey where customers were particularly impacted by the pull of the polar vortex of 2014 when delivered gas costs and power prices spiked due to the lack of gas pipeline capacity. Phase I of PennEast is fully subscribes which reflects the high demand for this badly needed new capacity.

We anticipate an in-service date for the $1.2 billion project late in 2018. One other area of our midstream business that reflects the significant demand growth is their LNG infrastructure. The continued increase in peak winter demand for natural gas has created a need for enhanced LNG peaking.

We are nearing completion of a new $60 million LNG liquefaction unit in Northeast Pennsylvania and expect the unit to be on stream in January. In addition to expanding liquefaction, we’re making a series of smaller investments in LNG storage, vaporization and fueling facilities in Central and Eastern Pennsylvania.

This infrastructure will ensure that we can meet the rapidly increasing demand for peaking services and serve the growing LNG demand in the mid-Atlantic and Northeast. As we build LNG infrastructure in these areas, we free up assets such as pipeline capacity to serve additional customers in the same markets.

One final point on this portfolio of major midstream projects, we’ll be investing approximately $450 million of the next 24 months. The revenue streams for these projects are fee based with the majority of fee is guaranteed. Our capital deployment at the gas utility has reached record levels which we expect to continue for the foreseeable future.

Our total CapEx spend almost tripled from fiscal 2011 to fiscal 2016, due to the rapid acceleration of growth projects and infrastructure replacement. We expect total CapEx spend of utilities of the next four years to exceed $1.1 billion or roughly 40% above the CapEx spend over the past four years.

Our team at UGI utilities has done an exceptional job of achieving the step change in project execution, while maintaining high levels of customer service and a very strong focus on customer and employee safety. Our LPG businesses, AmeriGas and UGI International start the year on very strong footing.

Both of these businesses will contribute to the EPS growth reflected in our fiscal 2017 guidance. In addition to the earnings growth, our LPG businesses also generate a significant level of free cash flow that is crucial to UGI’s ability to fund our growth investments.

AmeriGas’s EBITDA guidance of $660 million to $700 million assumes a return to normal weather and reflects the contributions from the continued growth of our ACE and national accounts programs as well as the benefits of deployment of enhanced logistics and customer service tools.

These tools enhance our service levels while also reducing our cost to serve. Fiscal 2017 will be another very busy year for UGI International with France being the primary focus. Our team in France is performing at a high level and we’re excited to be entering a year when much of the integration alignment work will be completed.

We’ll also continue assess opportunities for attractive acquisitions for both AmeriGas and UGI International as we strive to leverage our market leading infrastructure on both continents.

Fiscal year 2016 was a dynamic year for UGI as our expanded base of operations enabled us to deliver record EPS despite the major challenge presented by an extremely warm winter.

We demonstrated the collective strength of our diversified businesses and made noteworthy progress on our critical strategic programs including our Marcellus infrastructure build up and the integration of the Finagaz acquisition. Our outlook as we enter fiscal 2017 is extremely positive as indicated in our fiscal 2017guidance.

Our major investments that came online in the past 18 months, Finagaz, the Auburn III, and Uniondale pipelines and a Temple Liquefaction expansion are significantly accretive. In addition, we have a series of new investments, several of which I’ve commented on today that will come on stream in the next 12 to 24 months.

The company starts the new fiscal year with the cash flow and balance sheet capacity and strength to fund our full range of active projects with significant spare capacity to support additional new investment.

We’ll remain proactive and disciplined as we seek new opportunities to expand our businesses and position the company to deliver the long term growth and income that our shareholders have come to expect.

While we have much work to do on all these projects, I can say with confidence that we’ve never had a clearer view of our future earnings growth at UGI than we have today. We’re moving forward with these strategic investments and we’re busy assessing a range of new opportunities across all of our business units.

We’re looking forward to keeping you updated on our progress to the year and we hope that many of you can join us at our Analyst Day in New York City on December 8th, where we share more information on the critical elements of our strategy and the future outlook for our businesses.

With that, I’ll turn the call back over to Lindsey, who will open it up for your questions..

[Operator Instructions] Our first question comes from the line of Ben Brownlow with Raymond James. Your line is now open..

Hi, good morning, Jerry..

Good morning..

Obviously a tough quarter from a demand perspective, as you look at –can you give some color around the inventory levels as you head into the first fiscal first quarter and do you expect any incremental propane margin benefit to that quarter just given the low inventory turns in the September quarter.

I’m just assuming there’s a lower cost relative to more recent wholesale pricing?.

Yeah, we’re lucky that cost has been relatively stable for the last few months and we are also lucky that relatively we’re pretty well in on inventory and most of our locations go through their inventory in cold weather time several times a week.

Right now, we’re position with inventories there are actually below last year and that’s mostly because October was looking to be pretty warm. But I think as far as margins go, if the margin impact that we’ve experienced are really mix related, so residential tends to be a higher margin piece of the business or segment.

And when residential isn’t there as it was in September, you start to see that impacting the overall margin. But margins generally across the segments are very strong. It’s really a mix issue..

Great and you commented on the cylinder additions the $1 million at retail.

Can you just elaborate on that expansion, obviously there is just a continued improvement and expansion of that business, but what does that bring the total to and is there any way to quantify that kind of profit contribution as they continue to increase that business?.

Yeah. We’ve made a point not to unpack the pieces with AmeriGas just because I think it puts at a disadvantage competitively. But I would tell you that the wins that we’ve had commercially that I described the 1million additional cylinders represents about 5,000 new retail locations which we have completely rolled out.

So that ends up being a part of an 8% increase in total locations served.

Great. And just one last one for me and I’ll jump back in the queue.

The six acquisitions that you completed year-to-date, were there’s still creative just given the weaker demand backdrop?.

Well, they come at different time, so a lot of them closed in the latter part of the year. So not accretive that much to this current year we just closed out but certainly very accretive to next year..

Okay, great. Thank you..

Sure..

Our next question comes from the line of Chris Sighinolfi with Jefferies. Your line is now open..

Hey, good morning, guys..

Good morning, Chris..

Kirk, appreciate the slides actually in the cash generation growth over the last decade. It’s pretty impressive. I know that’s a cornerstone of the UGI story.

I was just curious, I don’t know if I missed it or if you said it the consolidate cash position as of at the end of the fiscal year, but it was rather significant at least as of June 30th and so I was curious if you gave it what that number what that balance was I guess first question..

I didn’t get that, it’s around $500 million..

Okay. And then I guess with regard to that clearly you have spending John mention uptick in spending on a ratable basis at the utility and you have investments like PennEast that are going to draw some cash over the course of next couple years.

But what - I guess what are the plans like that magnitude of cash and does - there’s been a lot written about perhaps in the wake of yesterday’s election results, maybe there is an opportunity repatriate some cash.

I don’t know how much of that sits abroad versus domestically, but any idea around potentially cash that was sitting overseas coming back home?.

Yeah, Chris, we’re pretty full tax payer here in the U.S and we happen to be in a high tax jurisdiction in France. So there is some friction with getting cash out. And there are - each country has different rules around how you can move cash. We don’t have any plans to change the way we’ve been doing it.

We still see a lot of opportunity in Europe so unless we have a need for, a lot of that cash will stay in Europe until it’s deployed there. We do take regular dividend out of the business which we do out of all of the businesses. But we don’t have any plans really change, but half the cash is in Europe..

And just in terms of stepping back to your question on Chris, on sort of strategic intent. As we get larger, we’ve been very fortunate in continuing to build our businesses with investments that are significantly cash flow positive.

So we talked we talked historically about our cash engine, that continues in the engine gets larger which is what we need to invest to support the investments that we have our plate over the next few years that we can see plus other opportunities that we’ll identify.

So we still see strategically a nice balance of growth and income that’s underpinned by that cash flow. So it gives us sort of the opportunity and the capability to seize attractive investment and fund them with cash if necessary.

So we continue to look like the balance we have with this enhanced level of cash flow which is consistent with the growth from the scale of the company overall..

Okay. All right. Well thanks for the time that’s really helpful for me and I look forward to the Analyst Day further for additional detail. I appreciate it..

Thanks..

Thanks, Chris..

[Operator Instructions] Our next question comes from the line of Michael Gaugler with Janney Montgomery. Your line is now open..

Good morning, everyone..

Good morning.

How are you?.

Good. John. Congrats on the record earnings in 2016. I’m back to some of your remarks earlier in the call, you mentioned new investments for natural gas infrastructure and I know they asked this question before but now with the post-election results.

I’m wondering again if maybe you could refresh us on your thoughts in terms of large scale projects out there that potentially you might be more interested in chasing now like PennEast or do you still think it’s more smaller extensions of preexisting assets?.

Yeah, I think it’s both, Michael. It’s - we absolutely believe that projects such as PennEast are crucially needed and that a project like PennEast has the potential for multiple phases as for example we saw in our urban project and as you see and many other pipeline projects.

So we’re very positive about the continued pursuit and development of major pipeline projects. We’ve got Sunbury as I noted well underway that will be completed in the next couple of months here from a construction standpoint. PennEast is clearly in the FERC review phase, but we remained very positive on that project and for the potential.

Phase I is fully subscribed we see demand continue to grow so the need for that capacity grow. So we’re very optimistic about continued opportunities to invest on projects of would that have to scale.

And we’re also very focused on smaller projects within our network of assets that incrementally will be attractive projects on their own but also when they become part of our natural increase our flexibility to be able to seize margins when you have disruptive days or highly volatile days.

So we’ll be actively developing a broad range of projects from small to large and we think the environment is positive for that, basically because we see a significant need that is based on the ramping of demand that’s been happening over the last seven or eight years actually..

Okay. That’s all I had. Thanks, John..

Okay. Thank you..

And there are no further questions in queue at this time. I’ll turn the call back over to Mr. John Walsh for closing comments..

Okay, thank you very much, Lindsey. Thank you for your time this morning. We hope to see many of you on December 8th at are meeting in New York. And if not, we’ll talk to you on our next call. Thank you..

This does conclude today’s conference call. You may now disconnect..