Good day and welcome everyone to the UGI and AmeriGas Partners Third Quarter Fiscal Year 2008 Earnings Results Conference Call and webcast. This call is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to Treasurer, Bob Krick. Please go ahead sir.

Thank you, Sean. Good afternoon and thank you for joining us today. As we begin, let me remind you that our comments will contain certain forward-looking statements, which the management of UGI and AmeriGas believe to be reasonable as of today's date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management's control. You should read the annual reports on Form 10-K for a fuller list of factors that could affect results, but among them are adverse weather conditions, price volatility and availability of all energy products including natural gas, propane and fuel oil, increased customer conservation measures, political, economic, legislative and regulatory changes in the U.S. and abroad, currency exchange rates, and competition from the same and alternative energy sources. UGI and AmeriGas undertake no obligation to release revisions to these forward-looking statements to reflect events or circumstances occurring after today. With me today are John Walsh, President and COO of UGI; Gene Bissell, President and CEO of AmeriGas; and Peter Kelly, CFO of UGI; and of course your host, Chairman and CEO of UGI, Lon Greenberg. Lon?

Thank you, Bob. Let me also welcome everyone to our call. I trust you'll have the opportunity to review our press releases reporting our third quarter results. In summary, UGI reported earnings per share rose to $0.14 per share from last year's $0.11. Similarly, AmeriGas reported that its EBITDA fell modestly from 030.9 million last year to $29.7 million this year and as usual, Peter will provide you with more color on our earnings later in the call. Our earnings this quarter once gain illustrate the benefits of our business model of operating a diversified group of energy distribution and marketing companies. Three of our business units had improved earnings, while two experienced lower earnings. Yet in the aggregate, we experienced a nice increase in earnings. At this point, I would like to turn the call over to Peter. Following Peter will be John Walsh and Gene Bissell, both of whom will comment more fully on business unit operations. And then, I'll return and provide you with some closing comments. So Peter go ahead.

Thanks Lon. The currents of our diversified model was once again demonstrated with an improvement in our International Propane business. The weather in Europe moderated from the record warm experienced in last year's quarter, more than offsetting modest declines in domestic natural gas and propane distribution. In addition, we continued to see excellent performance in our Energy Services business. A very warm April dampened the results of our gas utility business, as people shutdown their furnaces [ph] earlier in the quarter and high commodity prices along with the general economic environment were having an impact in all of our businesses. Despite this, we were able to report for the quarter ending June, a net income of $15.7 million or $0.14 per share, an increase of $0.03 or 27% from last year. Included in the $0.14 was $0.01 from mark-to-market gains related to changes in the estimated fair value for the financial transmission rights. So overall, it was another good quarter, and as Lon mentioned, our year-to-date performance gives us confidence that we can reiterate our full year earnings guidance in the range of $1.95 to $2.05 per share. Before Gene and John cover the businesses in detail, let me give you some color on the performance of each of the units. AmeriGas sold approximately 181 million retail gallons, marginally down from the 182 million gallons sold in the same period last year. Net income was a seasonal loss of $2.5 million, compared to the $1.6 million loss in the same period last year. Weather maximally during the quarter was 1.8% colder than normal and 7% colder than the prior year. Total margins increased due to higher unit margins and fee income. But this was more than offset by higher operating expenses and increased depreciation and amortization related to growth investments.…

Thanks Peter. Peter has provided you with details on our financial performance in Q3. I'd like to comment on our progress on three long-term strategic objective: growing our core business, continuously improving operations and reinvesting cash in high-quality projects. First in terms of growing our core business. Evolving growth opportunities is a strategic priorities for each of our businesses. While our market conditions remained challenging in Q3 due to high commodity costs and the slow housing market, we made solid progress in the quarter and remain upbeat about growth prospects in Q4 and FY09. Some specific achievements in Q3: our gas utility team has done an outstanding job of focusing on the conversion market as a growth opportunity. We've been particularly successful in converting fuel oil accounts to natural gas. Our conversions year-to-date are up over 60% and total new accounts year-to-date are above our prior-year levels. We remain confident that we will add approximately 11,000 new residential and commercial heating customers in FY08. Antargaz continues to remain at the forefront of the French cylinder market, with the combination of innovative products and a superior operations network. Our lightweight composite cylinder marketed under the Calypso brand has gained rapid customer acceptance. Antargaz has over 250,000 Calypso cylinders with customers, with 50,000 new customers added in Q3. Antargaz also reached agreement with one of France's largest retailers, Carrefour to introduce a new private branded cylinder. This new product was quickly rolled out and we now have distribution in over 700 of Carrefour's 1200 locations in France. AmeriGas is also benefiting from innovation within the cylinder segment. We remain the market leader in the utilization of automated vending technology and we continue to see strong growth in this counter seasonal segment. Our year-to-date volumes for AmeriGas cylinder exchange are running 11% above…

Thanks, John. Although AmeriGas' third quarter results were slightly lower than our record results last year, I would like to note that the third quarter typically represents only about 9% of our annual EBITDA. Year-to-date, we've increased EBITDA by 14 million, and we are reiterating our EBITDA guidance for the fiscal year of 300 to 310 million. For the quarter, the volume was down less than 1%. We were able to offset most of the impact of customer conservation and weak economy with acquisitions and growth in our cylinder exchange business. A record energy prices continue to be our biggest challenge. The average cost of propane in Mt. Bellevue for the quarter was $1.70 up 50% from the same quarter last year. Our primary concern is the impact of rising propane prices have on our customers and we are seeing the impact on volume per customer. High energy prices however also have an impact on our expenses, particularly our cost of vehicle fuel, bad debt and utilities. In fact 50% of the $10 million increase in expenses compared to last year was due to higher energy prices in the form of higher vehicle fuel expense, high utility expense and higher bad debt. The higher bad debt expense are reflection of the $100 million increase in revenues this quarter, since we reserve for bad debt based on revenues and our aging. The good news in these area is that despite the high prices, we are not having significant issues with customer collections. In fact, our DSO at the end of June is about the same as last year. Our core strategies of growth through acquisitions through ACE Strategic Accounts and through our traditional base of residential and commercial customers, have contributed to the continuity of our results this quarter and to…

Thank you, Gene. In our press release, we reiterated guidance for the... for both UGI and AmeriGas. Given the dynamics of the energy markets, we believe performance at those levels is really pretty good performance, excellent performance. We've achieved the midpoint of the range for both UGI and AmeriGas. Earnings per share will have grown by nearly 13% over last year's earnings, after eliminating a one-time gain from an asset sale at UGI. Similarly, at the midpoint of the range, AmeriGas' EBITDA will have grown by more than 4% over last year, after excluding that same one-time asset sales gain, pretty good performance as I said. From a qualitative standpoint, it's certainly is a challenging environment for energy distributors. You know that not only from us but you know that from all the discussions you have with other companies. Rising energy prices not only cause hardship for our customers, but it also increases our expenses. This is a worldwide phenomena for us. It affects us both domestically and internationally. While we face challenging competitive conditions in all markets, our management teams and employees have done an outstanding job of not only facing those challenges, but finding opportunities that will inure [ph] to our benefit in the future. And as you knowledge, John described several of those opportunities earlier in this call. The model we've employed for many years of growing our businesses in excess of their industry growth rates, operating those businesses efficiently and effectively, producing excess cash flow and reinvesting that excess cash flow for additional growth while at the same time returning a portion of that cash to you in the form of an above-average dividend increase, exemplifies the type of balanced growth in income vehicles that we are and expect to continue to be. So we look forward to reporting our full fiscal year earnings to you on our next call and continuing our tradition of achieving our financial goals and providing you with above-average long-term shareholder value. That concludes our prepared remarks and Sean, we are ready to take any questions. Question And Answer

Absolutely. [Operator Instructions]. And our first question comes from Jay Hannon of Cowen Capital [ph].

Good afternoon. Lon, I think most people that know you realize that you run the company well. But as you mentioned with some of the factors in the environment, everything hitting the consumer, the price of propane; I'm just wondering if you could provide us little flavor how interactions are with customers now as they may be looking refilling for the winter. And overall, I know you're not going to want to talk about it too much, but what this might mean for '09 with the challenging environment. Just any sort of dynamics or flavor you could put on, what you see going forward in this tough time? Thanks.

Yes. Okay. And I'll focus it largely on propane, then probably turn it over to Gene. But I want to talk about international as well as domestic, and then Gene jump in on the domestic side. As you know, on the natural gas side we are not seeing any unusual customer activity at all. Prices were relatively stable on the natural gas distribution business and same in the electricity distribution business, our prices were relatively stable. So I'd say no unusual activity there at all and we are not forecasting significant increases and the cost of gas to our customers which we pass through in the utilities or the cost of electricity that we collect from our customers in the electric business. So and that area, it's... not to say that it's not challenging, because consumer are pressed by their gasoline purchases et cetera but nothing much to talk about. On the propane side, we certainly are seeing internationally, largely for the first time because there was a lot of insulation in the rise of euro against the dollar for energy costs; the effect on customers overseas, we certainly are seeing some conservation. Each country is a little bit different. We are seeing more intense competition from electricity in France as many of you know, electricity is largely generated by nuclear facilities in France and their government keeps a relatively low price of electricity in France compared to other fuels and LPG has become quiet an expensive fuel there. So we are seeing customers call for pricing relief. We are seeing customers do the normal things that one does, a little bit of conservation as well that one would expect to see over there. And I would say, Austria is probably... the same directionally true. Eastern Europe a little bit more of a reaction of customers, because the income levels are just lower there and it's more of a challenge for folks over there in Eastern Europe. Moving to the domestic side, a couple of things I would tell you. Volumes that we're seeing in recent times are not disappointing us much, I mean they're within our expectation level, give or take a little. So we aren't seeing it in our volumes this summer, but it's not a high volume period of time for us in the domestic side of the business. We are seeing two effects that we expect to see somewhat next year. It's clear that we did see some conservation on other calls. We know others have estimated the conservation at close to 10%. We aren't seeing conservation at nearly that level. I would suspect our conservation number or weather-adjusted volumes are kind of 3%, Gene?

3% to 4%.

3% to 4% overall weather-adjusted declines.

Whether and acquisition adjusted.

Whether and acquisition-adjusted declines. So we're in that 3 to 4% range and I think most studies that study conservation put out by AGA and others suggest that that's level of conservation you'd see in a price environment like we have seen. So other may have better data that suggest it's higher and if so, we're doing quite well in the market place.

I guess my feeling is it might that not accelerate here going into the resell season, the heating season in the U.S.?

The prices were at roughly this level for quite some time. We raised them some for obviously as cost has gone up. It's a question Jay [ph] we're not quiet sure. If we sort of studies that we see conclude that for every 10% price increase that you see, you get kind of one, the 2% conservation and the price increase has not been that severe, given the prices they experienced in the last six months compared to the prices they'll experience next year. So, you may see some more... in my opinion, you may see some more marginal conservation. You may see another percent or so. But for today, I would have told you that prices were going in the right direction with ....

Yes, agree.

And you know we have a lot of programs to help the customers. We have fixed price to offerings that the other folks don't have to the same extent. So we'll see some conservation without question, and don't forget we always view, there is always 1% conservation which is structural. We are seeing the other side effect of the economy on our commercial/industrial businesses, kind of the motor fuels, which is cylinders or forklifts. We're seeing the effect of the housing market on gains and losses and things like that. So we're seeing less growth than we would ordinarily see and we're seeing... the economy does effect this business, so we see some challenges there. But at the end of day, the margin that we've been able to obtain, what was of the order Gene one on a percentage basis?

6%.

6% increase in margin on a year-over-year... quarter-to-quarter basis. We've been successful in passing our cost on to folks and recovering increases not bearing expense through the margin. So at the end of the day, we are happy with where we are in this incredibly difficult environment. We don't expect unusual difficulties next year and we are confident that we are going to meet our goals for all our businesses and goals on the UGI side are to grow our earnings 6 to 10% and the goals on AmeriGas, grow our EBITDA enough to support our 5% distribution increases. So while it's an uncertain environment, we have enough clarity in that environment and think we are going to be fine next year.

Okay, thank you very much.

Our next question comes from Shneur Gershuni from UBS.

Hi. Good afternoon guys.

Hi Shneur.

Good afternoon.

Couple of questions. I leave the full FTR stuff to somebody else. But I guess my first question just starting with utility, few questions there. You are expecting 11,000 new customers. I was wondering if you can just give some color here with respect to how you might add 11,000 customers? Is it just conversions for people going from oil to natural gas, or is it you are actively pursuing some other type of growth?

No, Shneur it's a mix as it always is in terms of new accounts. What we are seeing, we will add a range of residential customers. We are still are hooking up and adding people moving into new homes that has slightly lower rate than last year and then two or three years ago; considerable ramp up in conversions. So 80-20% of those new customers this year will be conversions. Apartments, apartment units converting from fuel oils to natural gas and that's up... that number might in a normal year be closer to 10 to 15, 10 to 12% of our new accounts being conversions. So we are certainly taking advantage of the fact that natural gas is looking very attractive relative to somebody on apartment complex or an individual homeowner that's on heating home with oil. And we still see pretty solid growth, pretty consistent growth in commercial accounts. So we have this portfolio, much like our businesses. We have a portfolio of sort of new opportunities or opportunities to add new accounts. Based on market conditions, we try to move quickly this year. We clearly saw based on, what's happened in the last 24 months that our opportunities in terms of new homes was down and we saw the opportunities with conversions, we geared our sales team up to target that and they've been very successful. So its a change in mix. It's not a huge change, but there's a shift and we're likely going to... that will likely continue into next year. We expect, we'll see more conversions than that we've typically seen and we'll see less new homes hook ups that we've typically seen.

Shneur let me just add only that, when we have said for years that our base utility in territory is not a boom and bust territory. While we've experienced above-the-average growth, kind of a 3 to 4% growth, we're not in area like Los Angeles or Florida or some other places that really boom, nor we are in area as is evident from what John just said that we really bust when the housing market changes significantly, as it has. And so, our agility of taking advantage of a fairly decent territory is what John is explaining.

Okay, I have just one another follow-up there just, before I move on. You just said you had commercial account growth in so forth and it was... I guess you noticed that or rather I noticed in your press release that you said that there was an offset to the down volume just be the low the margin customers and so forth. Are you just seeing a pick up in industrial volumes in general?

Pick up in the industrial-- okay, delivery service volume. Yes. Not sure that particular reference. We are just checking the reference. I am sure the low margin delivery service customers. It basically is we saw a reduced firm demand in the quarter because of what Peter said, which was April and then I think we saw a higher demand from the lower margin or more consistent from the lower margin customers. It's not a big trend that I would point out or worry about.

Okay, wondered if I can switch to the propane business for a second. Historically when prices go up you actually had a lot of success to being able to expand margins and so forth. Do you kind of foresee that as a potential opportunity and also are you seeing any bit of a delinking and the correlation between propane pricing and oil prices at all, just given how the dynamics have changed a little?

Yes, as you looked at our margin increases over the years, they've been healthy but modest compared to many of our large competitors. We've maintained a steady policy over many years that we should be able to recover operating expense increases and inflationary increases through margin increases. And so... and we've spent a lot of time with our supply group, making sure we bought it properly and costing our product as well. And so I don't think you've seen us change our pricing philosophy at all over the course of a long period of time. We have noted some changes in philosophy of competitors as we do our competitor evaluation and in the at the overall market, based on data we get from the government and other, our assessment is that, the market itself has become, has trained itself to recover cost increases which have been substantial in this industry through higher margins, it's the only way you can recovers those higher costs. And so that's something what 4,000 competitors out there or more that could change in the future, but we don't see any signs of change at this point in time. We don't expect to change our overall philosophy going forward. We've been consistent in recovering those cost that we experience and growing margin modestly. And that's another horizon that would suggest that it's going to change.

I would certainly agree with all that you've said Lon. On your second question about the relationship between propane prices and crude oil, if you look today, I guess at Mt. Bellevue it's about $1.73 and with crude at I guess about $1.26, today we are right in the range that we took, we add about 58, 59%. That's actually the low end of the range for propane versus crude oil and we've been at the low end of the range for a while. So I guess our feeling is even if you see crude oil drop, you might not see propane drop to the same extent. Right now inventory levels for propane are below last year 8% below last year about 15% below the five-year average. So we would expect propane prices could be a little bit stickier than crude oil prices, just based on the inventory levels. But I would like to see the level change between now and when the season starts, it's not unusual for us to be at 70% of crude.

Okay. Just one final question if I may I guess Lon and John, you sort of have talked about growth opportunities to reinvest all of your cash flow and so forth, I obviously can't really about acquisitions. I was talking... wondering focus were on the organic growth side. I wondering if you can sort of give us an idea with respect to backlog, how big in terms of the type of projects you are looking at we are talking about a $1 billion backlog and what kind of return hurdles you kind of target when you look at these type of organic growth projects?

I will take a shot and John you jump maybe. We could have internal growth projects there are easily close to $300 million, they are not at all stages along the way locked-in, but the pipeline is kind of I would say internal growth projects are probably on the order of $300 million that we are evaluating, which is a lot for us. And on the hurdles rate side, we are real good at knowing our cost to capital and are firm believers that we need to earn a return in excess of our cost of capitals. So we're looking at IRRs, I would say and most of the things we see, we believe are in the 11 to 13% kind of IRR range, some higher than that. The hard press [ph] to find a lot lower than that but substantially in excess of our cost of capital.

Great, thank you very much.

Sure.

Our next question comes from Ron Londe of Wachovia.

Thanks. Just looking at your nine months and year-to-date and last 12 months numbers, specifically the growth capital expenditures are significantly lower for the 2008 last 12 months and for the 9 months. Is this a process of just trying to conserve cash, or is it where you pass the peak and expanding the cylinder business or is there just less opportunity on the propane side for growth projects?

Ron on the growth side, growth capital side, the drop is really due to installing fewer of the self-serve dispensers last year. We were very busy trying to keep up with demand of self-serve dispensers that we installed at home depots and a number of our customers. So that's really the reason for the drop.

And the $24 million drop over the last 12 months is basically the cylinder business?

That sounds like a too big number to me. We're selling like a $16 million. [Multiple Speakers].

16.

That's for the twelve months.

Okay.

And largely couple of things going on. Gene is absolutely right that if you had do identify the single largest projects that it was related to it's fab [ph] but in any business, we mentioned that our growth isn't as robust as it has been. So your capital is going to be constrained because there's n o need to spend the money if you're not growing as rapidly as you had been before. So --

Fewer new homes, fewer new underground tanks get installed, slowdowns that we see in motor fuels and things, so perhaps if you need fewer cylinders or something. So it's across the board as well and we're bringing a more intense focus to capital expenditures as well. As you know that we believe we grow more rapidly than our larger competitors and hence our capital is higher than our... certainly our growth capital is higher that our large competitors. But in every business there are areas that you can improve on in capital, something that we guys look at pretty carefully now and not to conserve cash and not because we lack opportunities to grow, but we want to make sure we get the right return for our growth opportunities, as we do it.

Okay, thanks.

Our next question comes from Eve Segal of Orion Capital [ph].

Good afternoon.

How are you?

Great. Thanks. Just a couple of questions. Number one, on the propane side, are you seeing, two questions; one do you think you're gaining market share and then number two in terms of consolidation opportunities or acquisitions opportunities. Is there more of an opportunity today given working capital need to smaller mom and pops and just a tight credit environment?

Go ahead Gene.

Our sense is that if you look at our volume and you look at the volume of the other volume companies, my sense is that we are growing the share some degree. And in terms of acquisition opportunities, we are seeing more. Our pipeline is more fuller than what it was and I do think that this environment is one that causes the independents to be interested in talking to us about selling. So we've had three relatively small ones 2.5 million gallons. We have got Penn Fuel at 15 million gallons and we have a number of others that we are evaluating right now or we've got offers out to them. So, it's... the benefit of this environment is that it's one that tends to get the independents to consider whether they want to sell their business.

And it's nice for us to grow the way we think we are growing and Gene has rightly pointed out the volume differentials between us and the other folks that we can follow. And we do locate API industries numbers and also do statistics that you can think of puts out things and we keep a close eye on that because we... our European brethren have trained us to focus on more on market share than we... any U.S. company normally does. Our market share gains are... don't forget, we have 600 locations and market share gains in this industry are small over time, and you are not seeing us growing market share 3% in a year or 2%. We are talking about, modest market share gains over a period of years that add up. But many one year you are not seeing us grow market share substantially. We are not up there trying to take market share from competitors in a way that would create market share growth of 2, 3, 4% a year. It just doesn't happen in this industry. You've got millions of customers and you fight the battle in every location for every customer, everyday. This is a tough business and the folks in the field do an outstanding job. We've a lien compensation to do that for many years for the entire business. And it is a cultural change to grow in this industry and Gene and the management in AmeriGas started on the process five, six or seven years ago and we have built on it steadily. And so our confidence is that we are doing better than most competitors in this industry, but it's a small cap and it's really hard.

And if you could look at the API data that shows the industry volume and compares it to our volume or other volumes and then that would give you a good sense of what's happened with market shares over time.

It just seems to me that to the extent that you tend to be more moderate and... in your margin increase. I would think that would lead to the market share gains.

Yes, Eve [ph] there is no question that there is a correlation between price and volume. And or at least no question that we think there is and when you are in this business for as long as we are and expect to be, what you want to do is build a platform like that which Moody's recognized. We have an extended track record of producing excess cash flow, growing the business and compared to others and having solid financial performance based on good margin performance, smart operating expense management, paying down debt, increasing distributions for unit holders. So we've got a long-term value approach to the business and we should do exactly what you said, we should build over time better results than the average competitor out there.

And then just two final questions; one is, when you look at expenses on the propane side, can you just sort of review how that's tracking. If you could tie-in steel costs and just what are the other big variables on the expense side. And then the second question gets back to your earlier comment in terms of what kind of IRR you're looking for? And then on the MLP side the question is what IRR are you looking for it and is that sort of pretax number or an after-tax number?

Yes, let's go into the expense side, I feel the only thing I feel qualified and not to turn it over to Gene immediately is we had a Board meeting yesterday where we went through expenses. Gene pretty much said it; 50% of the expense increase we saw this quarter is fuel related, energy-related. [Multiple Speakers]. Fuel expense for all of our trucks that increases and utilities and frankly, there is a little more borrowing under our revolver because working capital, otherwise [ph] working capital because of fuel prices being higher, so you that whole go around that you get to. That is the largest of single increases we see. Other areas have of increase are not as substantial for example our payroll expenses are really under control, that included benefits et cetera. And we are seeing differences in one-time items that affect our performance this year, as referenced in the press release differences and we have done incredible safety record that has allowed us to reduce our reserves for workers' comp areas. And so the reserve reversal last year was larger than this one for example. So there is a number of things there and the other thing that we have that's driving a lot of our expenses is acquisitions last year that we made. We've got... we made a fair number of acquisitions like..

45 million gallons.

Yes, that's driving our increases and expense as well. So I would say at the end of the day having thoroughly examined the expenses as Gene presented to our Board and we look at otherwise, we feel that expenses are under pretty good control. And some of the expenses we recovered from our customers in terms of fees so that you see some increase in charges to our customers to recover some of these. So when you know things out, we feel pretty good about our expenses and we are not expecting anything untoward going forward. With respect IRRs, we are very consistent. And the reason and that is we look at after-tax IRRs. And the reason we do that is we don't want to burden our unit holders with looking at it on a pretax basis because someone pays tax here. And we've got to deliver in return to our unit holders in a way which allows them to pay that tax at some point in time. And so as we evaluate transactions for capital allocation, for consistency and otherwise, we are very disciplined to look at things on an after-tax basis. We... I'll repeat kind of what I said earlier to Jay [ph], we know our cost of capital in the propane business pretty well and we won't do anything that doesn't have a return associated with it higher than our cost of capital. So you would expect us in the LPG business to have IRR in the same range, generally speaking as I said before, a 11 to 13. You might see 10s on occasion for larger transactions but you're not going to see us drop much below that and you're going to see us maybe widen the range to 10 or 13 for the LPG business, just by nature of the acquisition process itself, but that's substantially different than other things we do.

Got it. Thank you.

Yes.

[Operator Instructions]. Our next question comes from Carl Kirst, BMO Capital.

Yes, good afternoon everyone. Most of my question here have been answered but just maybe quick, just a few quick clean ups. So the first is on the addition of 11,000 commercial and heating customers. Is that net of shut off and maybe more the question, are shut offs running more than they have been in recent years?

The 11,000 is a gross number and it is not net of shut off and things. And I haven't seen a... we are intentionally considering it will allows to shut off people on credit basis, more aggressively. In the past three years we have been able to do on a more... frankly on prudent basis and a more aggressive basis that you were I mean considering a little prior to that time. So we have seen an increase in shut-offs but our increase in shut-off fails [ph] to those of other utilities. Because again the nature of our territory is such that we got people who generally try to pay their bills. We are not in huge major metropolitan areas where you run into some of the some of economic difficulties that you do and our territory is not like that as much. We are seeing higher shut-offs than we have seen in the past because of by virtue of that. But... and nothing that would cause that 11,000 number to be substantially off in anyway.

Those shut-offs, it's not a material number relative to the new accounts being added and the other thing I would add, the launch point is that we have been ever since the legislation went into effect Chapter 14 legislation, we have taken a very sort of consistent approach. So we hadn't seen a big run up this year in terms of shut offs, because we sort of consistently worked through the process in line with all the guide lines and communication requirements. So it hasn't been... we haven't seen significant jumps in terms of the number shut-offs.

Okay, that's helpful. Two other quick questions; the first just on the PPL. Everything is kind of going on target. I know the purchase price was... we were looking at 268 plus working capital. Is there, is the working capital projected to be anything material and I guess I'm just trying get to where you're likely to be with cash on hand at the end of the year post the close of this acquisition?

Peter you mentioned how much cash we have?

Yes, we have a 190 million of investible cash. I guess we don't expect the capital to be anything I think that would be a problem for us. We will use a significant percentage of the investible cash and an amount of debt from the PPL deal.

Okay, so I'd just assume a 50-50 debt equity and then, so that 50 million of cash on hand at the end of the quarter or in the year, that's what I was tiring to. And then lastly, just to sort to clarify, I don't want to read too much into any statement but John's prepared remarks, you kind of talked little bit about acquisition with obviously the reinvestment opportunities that you guys are looking at. It had come right after we're talking about the energy services component, the peaking of the renewable the PowerGen and I wasn't sure if you guys being on a lookout for acquisitions or sort of more of a general comment as you always have been or if you were specifically looking for acquisitions within this energy services category?

No Carl, the referenced acquisition was sort of broad based. It sort of reflects an ongoing set of activities that cuts across all the businesses. So it wasn't intended specifically in energy services and what we've seen in energy services over the past few years is an increasing level of opportunities looking at capital projects. So from a directional standpoint, what we see in energy services we still see some opportunities for acquisitions that we'll look at. But we have been really pleased to have the broader range of capital project opportunities that we are seeing now in energy services.

Great, thanks. I appreciate the color.

We have no further question on the phone at this time. I like things back thing to the over to the speaker for any additional or closing remarks.

Okay, thank you Sean very much and we were kind and didn't have to refer any questions to you. We again appreciate your following us and your attention and we believe we are having a very good year and next year equally believe that the pieces are in place for us notwithstanding the challenging environment to once again continue our tradition of meeting our financial goals. And so, you'll hear more from us as the year goes off. I look talk to you again at our year-end call and then move forward from there. That we look forward to reporting great results to you and everybody have a good summer. Take care, thanks.

Ladies and gentlemen, this concludes today's conference. We thank you for your participation. You may disconnect at this time.