UGI Corporation (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2017 UGI Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 460 No. Gulph Road, King of Prussia, Pennsylvania (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 2.02 Results of Operations and Financial Condition. On February 1, 2017, UGI Corporation (the Company ) issued a press release announcing financial results for the Company for the fiscal quarter ended December 31, A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On February 2, 2017, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended December 31, Presentation materials containing certain historical and forward-looking information relating to the Company (the Presentation Materials ) have been made available on the Company s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided. In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being furnished herewith: 99.1 Press Release of UGI Corporation dated February 1, Presentation of UGI Corporation dated February 2, 2017.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UGI Corporation February 2, 2017 By: /s/ G. Gary Garcia Name: G. Gary Garcia Title: Treasurer

4 EXHIBIT INDEX The Following Exhibits Are Furnished: EXHIBIT NO Press Release of UGI Corporation dated February 1, Presentation of UGI Corporation dated February 2, DESCRIPTION

5 Exhibit 99.1 Contact: For Immediate Release: Recent Highlights Will Ruthrauff, ext February 1, 2017 Shelly Oates, ext UGI Reports Record First Quarter Earnings GAAP net income of $230.7 million, or $1.30 per diluted share, compared to $114.6 million, or $0.65 per diluted share in the prior year Adjusted net income of $160.9 million, or $0.91 per diluted share, compared to $112.4 million, or $0.64 per diluted share in the prior year; exceeds prior year in all of our business units Sunbury pipeline construction completed New UGI Gas base rates went into effect on October 19, 2016, rate case for UGI Penn Natural Gas filed on January 19, 2017 VALLEY FORGE, Pa., February 1 - UGI Corporation (NYSE: UGI) today reported GAAP net income of $230.7 million, or $1.30 per diluted share, for the fiscal quarter ended December 31, 2016, compared to $114.6 million, or $0.65 per diluted share, for the fiscal quarter ended December 31, Adjusted net income was $160.9 million, or $0.91 per diluted share, compared to $112.4 million, or $0.64 per diluted share, for the quarters ended December 31, 2016 and 2015, respectively. Adjusted net income excludes the impact of unrealized gains and losses on commodity and certain foreign currency derivative instruments, integration expenses associated with Finagaz, loss on an early extinguishment of debt, and the tax benefit from a reduction in the French income tax rate. John L. Walsh, president and chief executive officer of UGI, commented, "This was a very strong quarter for the company as all of our businesses contributed higher adjusted net income than in the prior year. Our adjusted earnings of $0.91 per share were 42% higher than the first quarter of fiscal year 2016, primarily reflecting the contributions from the strategic investments made in recent years, as well as the impact of weather that was colder than the prior-year period. We continue to see the benefits from our recent investments and marked significant milestones for several current growth projects." Walsh continued, "Our Midstream and Marketing segment completed the construction of the Sunbury pipeline which was placed into service on January 1 st, and made progress on our LNG investments. Development of the Marcellus Shale region and our infrastructure investment has significantly lowered the cost of gas to our residential customers saving $400 million in 2016 compared to Our UGI Gas utility implemented new base rates on October 19 th, and is on schedule with its infrastructure replacement plan. AmeriGas closed one small acquisition in the quarter and successfully refinanced $500 million of 2022 notes with 8.5 year notes at very attractive rates. Lastly, UGI International continues to make progress on the integration of its Finagaz acquisition and to see the benefits of its reorganization around geographic service regions." Subsequent to the end of the quarter, UGI Utilities filed a rate case for UGI Penn Natural Gas, its first base rate case since The $21.7 million increase would fund ongoing system improvements as well as a new energy efficiency and conservation program. Despite an increase in base rates, UGI Penn Natural Gas customers would be paying approximately 40% less than in August 2009, the last time base rates were increased, due to a nine year moderation in natural gas prices. Given the significance of the second fiscal quarter to full year results, UGI intends to provide an update regarding its adjusted EPS guidance upon completion of the second fiscal quarter ending March 31, 2017.

6 UGI Reports Record First Quarter Earnings Page 2 Segment Performance (millions, except where otherwise indicated) AmeriGas Propane 1 : For the fiscal quarter ended December 31, Increase (Decrease) Revenues $ $ $ % Total margin (a) $ $ $ % Partnership operating and administrative expenses $ $ $ (4.1) (1.8)% Operating income $ $ $ % Partnership Adjusted EBITDA $ $ $ % Loss on extinguishment of debt $ 33.2 $ $ 33.2 N.M. Retail gallons sold % Heating degree days - % (warmer) than normal (13.9)% (19.9)% Capital expenditures $ 26.4 $ 28.0 $ (1.6) (5.7)% Retail gallons sold increased versus the prior year due to temperatures that were colder than the prior year although significantly warmer than normal. Total margin increased primarily reflecting higher retail propane margin due to the increase in volumes sold. Partnership operating and administrative expenses decreased primarily reflecting lower employee benefits expenses. Partnership Adjusted EBITDA increased principally reflecting the higher total margin and lower operating expenses. These increases were partially offset by the impact of an $8.8 million adjustment to correct previously recorded gains on sales of fixed assets acquired with the Heritage acquisition in N.M. Variance is not meaningful. 1 UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. UGI International: For the fiscal quarter ended December 31, Increase (Decrease) Revenues $ $ $ (39.1) (6.8)% Total margin (a) $ $ $ % Operating and administrative expenses $ $ $ % Operating income $ 88.9 $ 85.1 $ % Income before income taxes $ 84.0 $ 78.5 $ % Finagaz integration expenses $ 8.1 $ 2.3 $ % Adjusted income before income taxes $ 92.1 $ 80.8 $ % Retail gallons sold (4.9) (1.9)% Heating degree days - % (warmer) than normal (0.5)% (17.6)% Capital Expenditures $ 21.5 $ 21.0 $ % Total retail gallons sold were slightly lower, principally reflecting the impact on retail volumes from exiting lower-margin autogas business in Poland in 2016, partially offset by the effects of significantly colder weather. Total margin increased primarily reflecting higher total margin from residential bulk sales that reflect the colder weather, higher natural gas total margin, and slightly higher average LPG unit margins. Operating expenses increased primarily reflecting higher integration expenses associated with the Finagaz acquisition. The increase in adjusted income before taxes primarily reflects the higher total margin and a $4.6 million increase in other operating income due to the absence of a $3.4 million loss related to interest rate hedge ineffectiveness that impacted the prior-year period.

7 UGI Reports Record First Quarter Earnings Page 3 Midstream & Marketing: For the fiscal quarter ended December 31, Increase Revenues $ $ $ % Total margin (a) $ 78.0 $ 72.4 $ % Operating and administrative expenses $ 23.0 $ 22.1 $ % Operating income $ 49.7 $ 42.9 $ % Income before income taxes $ 49.1 $ 42.1 $ % Heating degree days - % (warmer) than normal (10.7)% (30.0)% Capital expenditures $ 61.5 $ 22.4 $ % Revenues increased reflecting higher natural gas volumes associated with weather that was 10.7% warmer than normal but 27.4% colder than the prior year. Total margin increased principally reflecting higher peaking, natural gas, and, to a lesser extent, higher capacity management total margin, partially offset by lower electric generation and storage margins. The higher natural gas total margin reflects the effects of the higher volumes while the increase in peaking total margin reflects an increase in demand for peaking services. Operating income and income before taxes increased reflecting the higher total margin and higher other operating income, which primarily reflects an allowance for funds used during construction, partially offset by slightly higher operating, administrative, and depreciation expenses. UGI Utilities: For the fiscal quarter ended December 31, Increase (Decrease) Revenues $ $ $ % Total margin (a) $ $ $ % Operating and administrative expenses $ 48.6 $ 50.2 $ (1.6) (3.2)% Operating income $ 82.2 $ 48.3 $ % Income before income taxes $ 72.2 $ 38.8 $ % Gas Utility system throughput - billions of cubic feet Core market % Total % Gas Utility heating degree days - % (warmer) than normal (6.3)% (25.3)% Capital expenditures $ 64.1 $ 61.5 $ % Gas Utility service territory experienced temperatures that were approximately 6.3% warmer than normal but 25.4% colder than the prior year. Core market throughput increased reflecting the effects of the colder weather. Gas Utility total margin increased primarily reflecting higher Gas Utility total margin from core customers resulting from the higher throughput and the increase in UGI Gas base rates that became effective on October 19, Operating and administrative expenses decreased slightly primarily reflecting lower distribution system expenses. Operating income increased reflecting the higher total margin and higher other operating income which includes, among other things, lower environmental matters expense. (a) Total margin represents total revenue less total cost of sales and excludes pre-tax gains on commodity derivative instruments not associated with current period transactions. In the case of UGI Utilities, total margin is reduced by revenue-related taxes.

8 UGI Reports Record First Quarter Earnings Page 4 About UGI UGI is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes propane both domestically and internationally, manages midstream energy and electric generation assets in Pennsylvania, and engages in energy marketing in ten states and the District of Columbia. UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. (NYSE:APU), the nation's largest retail propane distributor. UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss fiscal 2017 first quarter earnings and other current activities at 9:00 AM ET on Thursday, February 2, Interested parties may listen to the audio webcast both live and in replay on the Internet at or at the company website under Investor Relations. A telephonic replay will be available from 12:00 PM ET on February 2 through 11:59 PM ET on February 9. The replay may be accessed at (855) , and internationally at (404) , conference ID Comprehensive information about UGI Corporation is available on the Internet at This press release contains certain forward-looking statements that 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 and many of which are beyond management s control. You should read UGI s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil, increased customer conservation measures, the impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, domestic and international political, regulatory and economic conditions in the United States and in foreign countries, including the current conflicts in the Middle East, and foreign currency exchange rate fluctuations (particularly the euro), changes in Marcellus Shale gas production, the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business, our ability to successfully integrate acquired businesses and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber-attack. UGI undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

9 UGI CORPORATION REPORT OF EARNINGS (Millions of dollars, except per share) (Unaudited) Three Months Ended December 31, Twelve Months Ended December 31, Revenues: AmeriGas Propane $ $ $ 2,344.9 $ 2,640.6 UGI International , ,824.2 Midstream & Marketing ,065.6 UGI Utilities Corporate & Other (a) (68.0) (40.6) (157.4) (189.6) Total revenues $ 1,679.5 $ 1,606.6 $ 5,758.6 $ 6,293.1 Operating income (loss): AmeriGas Propane $ $ $ $ UGI International Midstream & Marketing UGI Utilities Corporate & Other (a) (0.4) Total operating income , ,057.1 Loss from equity investees (0.2) (0.1) (0.3) (0.3) Loss on extinguishment of debt (33.2) (82.1) Gains on foreign currency contracts, net Interest expense: AmeriGas Propane (40.0) (41.0) (163.1) (162.8) UGI International (b) (4.8) (6.5) (22.7) (35.1) Midstream & Marketing (0.6) (0.8) (1.9) (2.4) UGI Utilities (10.0) (9.5) (38.1) (40.0) Corporate & Other, net (a) (0.1) (0.6) (0.5) Total interest expense (55.4) (57.9) (226.4) (240.8) Income before income taxes Income tax expense (c) (87.8) (79.6) (229.4) (234.3) Net income including noncontrolling interests Deduct net income attributable to noncontrolling interests, principally in AmeriGas Partners, L.P. (60.2) (53.3) (131.0) (220.2) Net income attributable to UGI Corporation $ $ $ $ Earnings per share attributable to UGI shareholders: Basic $ 1.33 $ 0.66 $ 2.77 $ 2.09 Diluted $ 1.30 $ 0.65 $ 2.72 $ 2.06 Weighted Average common shares outstanding (thousands): Basic 173, , , ,101 Diluted 176, , , ,553 Supplemental information: Net income attributable to UGI Corporation: AmeriGas Propane $ 16.6 $ 18.6 $ 41.2 $ 60.7 UGI International Midstream & Marketing UGI Utilities Corporate & Other (a) Total net income attributable to UGI Corporation $ $ $ $ (a) Corporate & Other includes, among other things, net gains and (losses) on commodity and foreign currency derivative instruments not associated with current-period transactions and the elimination of certain intercompany transactions. (b) UGI International interest expense for the twelve months ended December 31, 2015 includes costs of $10.3 million associated with an extinguishment of debt. (c) Income tax expense for the three and twelve months ended December 31, 2016 includes the beneficial impact of a $27.4 million adjustment to net deferred income tax liabilities associated with a change in the French income tax rate and an income tax settlement refund of $6.7 million, plus interest, in France.

10 Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share UGI CORPORATION REPORT OF EARNINGS (Millions of dollars, except per share) (Unaudited) Management uses "adjusted net income attributable to UGI" and "adjusted diluted earnings per share," both of which are non-gaap financial measures, when evaluating UGI's overall performance. For the periods presented, adjusted net income attributable to UGI is net income attributable to UGI Corporation after excluding net after-tax gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions (principally comprising changes in unrealized gains and losses on derivative instruments), Finagaz integration expenses, losses associated with extinguishments of debt and the impact on net deferred tax liabilities from a change in French corporate income tax rate. Volatility in net income at UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP"). Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. Management believes that these non-gaap measures provide meaningful information to investors about UGI s performance because they eliminate the impact of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. The following table reconciles net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconciles diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above: Adjusted net income attributable to UGI Corporation: Three Months Ended December 31, Twelve Months Ended December 31, Net income attributable to UGI Corporation $ $ $ $ Net gains on commodity derivative instruments not associated with current period transactions (net of tax of $33.3, $1.5, $45.3 and $17.6, respectively) (1) (2) (52.2) (3.6) (78.5) (32.2) Unrealized gains on foreign currency derivative instruments (net of tax of $0.4, $0.0, $0.4 and $0.0, respectively) (2) (0.8) (0.8) Integration expenses associated with Finagaz (net of tax of $(2.8), $(0.9), $(12.5) and $(7.4), respectively) (2) Loss on extinguishments of debt (net of tax of $(3.4), $0.0, $(8.4) and $(5.7), respectively) (2) (3) Impact from change in French tax rate (27.4) (27.4) Adjusted net income attributable to UGI Corporation $ $ $ $ Adjusted diluted earnings per share: Three Months Ended December 31, Twelve Months Ended December 31, UGI Corporation earnings per share - diluted $ 1.30 $ 0.65 $ 2.72 $ 2.06 Net gains on commodity derivative instruments not associated with current period transactions (0.29) (0.02) (0.44) (0.19) Unrealized gains on foreign currency derivative instruments (1) (0.01) (0.01) Integration expenses associated with Finagaz Loss on extinguishments of debt Impact from change in French tax rate (0.15) (0.15) Adjusted diluted earnings per share $ 0.91 $ 0.64 $ 2.31 $ 1.98 (1) Includes impact of rounding. (2) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates (which approximates the consolidated effective tax rate). (3) Costs associated with extinguishment of debt at UGI International in the twelve months ended December 31, 2015 is included in interest expense on the Report of Earnings.

11 1 Fiscal 2017 First Quarter Results John Walsh President & CEO, UGI Kirk Oliver Chief Financial Officer, UGI Jerry Sheridan President & CEO, AmeriGas

12 2 UGI Corporation Fiscal 2017 First Quarter Results About This Presentation This presentation contains certain forward-looking statements that 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 and many of which are beyond management s control. You should read UGI s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil, increased customer conservation measures, the impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, domestic and international political, regulatory and economic conditions in the United States and in foreign countries, including the current conflicts in the Middle East, and foreign currency exchange rate fluctuations (particularly the euro), changes in Marcellus Shale gas production, the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business, our ability to successfully integrate acquired businesses and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber- attack. UGI undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. In addition, this presentation uses certain non-gaap financial measures. Please see the appendix for reconciliations of these measures to the most comparable GAAP financial measure.

13 3 First Quarter Recap John Walsh President & CEO, UGI

14 4 UGI Corporation Fiscal 2017 First Quarter Results Q1 Earnings Recap Record First Quarter Higher adjusted net income across all four business units Contributions from strategic investments made in recent years Impact of weather that was colder than the prior-year period Adjusted EPS Adjusted EPS is a non-gaap measure. See appendix for reconciliation. 42% increase FY17-Q1 FY16-Q1 FY16-Q1 FY17-Q1 FY16-Q1 International AmeriGas Midstream & Marketing Gas Utility colder warmer colder warmer colder warmer colder warmer -13.9% -19.9% -0.5% -17.6% -30.0% -10.7% -6.3% -25.3% 27.4% colder 25.4% colder 20.8% colder 7.4% colder VERSUS PRIOR YEAR $0.64 $0.91 FY16-Q1 FY17-Q1 FY17-Q1-30.0% -10.7% FY17-Q1 FY16-Q1 warmer colder

15 5 Sunbury pipeline construction completed and placed into service on January 1st Mechanical completion of Manning LNG facility, will be placed into service in the current quarter Added 4,600 new residential heating and commercial utility customers New UGI Gas base rates went into effect on October 19th; Rate case for UGI Penn Natural Gas filed on January 19th National Accounts and Cylinder Exchange volume up; closed on small acquisition Benefits realized from Finagaz acquisition and continued focus on margin management Q1 Market Recap UGI Corporation Fiscal 2017 First Quarter Results

16 6 First Quarter Financial Review Kirk Oliver Chief Financial Officer, UGI

17 7 UGI Corporation Fiscal 2017 First Quarter Results FY16-Q1 FY17-Q1 Net income attributable to UGI Corporation $114.6 $ Net gains on commodity derivative instruments 1,2 (3.6) (52.2) Net gains on foreign currency derivative instruments 1 - (0.8) Integration expenses associated with Finagaz Loss on extinguishment of debt1-5.3 Impact from change in French tax rate - (27.4) Adjusted net income attributable to UGI Corporation $112.4 $160.9 Q1 Adjusted Earnings FY16-Q1 FY17-Q1 UGI Corporation - Diluted Earnings Per Share (GAAP) $0.65 $1.30 Net gains on commodity derivative instruments2 (0.02) (0.29) Net gains on foreign currency derivative instruments - (0.01) Integration expenses associated with Finagaz Loss on extinguishment of debt Impact from change in French tax rate - (0.15) Adjusted diluted earnings per share $0.64 $ Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. 2 Includes the effects of rounding. Adjusted net income and Adjusted diluted earnings per share are non-gaap measures. See appendix for description. ($ millions)

18 8 UGI Corporation Fiscal 2017 First Quarter Results FY16-Q1 FY17-Q1 Adjusted EBITDA $177.7 Retail Volume 12.6 Wholesale and Other Total Margin 3.0 Operating and Administrative Expenses 4.1 Other Operating Income (12.3) Adjusted EBITDA $185.1 Retail volume increased 3.6% versus prior year as warmer weather in October and November were offset by colder weather in December Operating expenses were down 1.8%, despite the increase in volume, due to technology driven efficiencies and expense controls Reduction in other operating income primarily due to the correction of previously recorded gains on sales of fixed assets acquired in connection with Heritage acquisition in 2012 Financial Results AmeriGas FY16-Q1 FY17-Q1 colder warmer -13.9% -19.9% Weather versus normal 7.4% colder than prior year Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation. ($ millions)

19 9 UGI Corporation Fiscal 2017 First Quarter Results FY16-Q1 FY17-Q1 Income Before Taxes $78.5 Total Margin 5.7 Operating and Administrative Expenses (6.0) Depreciation and Amortization (0.7) Interest Expense 1.7 Other Operating Income 4.8 Income Before Taxes $84.0 Integration Expenses Adjusted Income Before Taxes $80.8 $92.1 Higher margin from residential bulk sales driving total margin increase Increased bulk volume due to colder weather Slightly higher average LPG unit margins Increase in operating expenses due to higher Finagaz transition expenses Change in other operating income primarily due to absence of prior year loss from interest rate hedge ineffectiveness Financial Results UGI International Weather versus normal FY16-Q1 FY17-Q1 colder warmer -0.5% -17.6% 20.8% colder than prior year ($ millions) Adjusted Income Before Taxes is a non-gaap measure.

20 10 UGI Corporation Fiscal 2017 First Quarter Results FY16-Q1 FY17-Q1 Income Before Taxes $ 42.1 Total Margin 5.6 Operating and Administrative Expenses (0.9) Depreciation and Amortization (0.6) Interest Expense 0.2 Other Operating Income 2.7 Income Before Taxes $49.1 Total margin increase due to higher peaking, natural gas, and capacity management total margins The higher natural gas total margin reflects the effects of higher volumes while the increase in peaking total margin reflects an increase in demand for peaking services Other operating income primarily reflects the allowance for funds used during construction of Sunbury project Financial Results Midstream & Marketing FY16-Q1 FY17-Q1 colder warmer -30.0% -10.7% Weather versus normal 27.4% colder than prior year ($ millions)

21 11 UGI Corporation Fiscal 2017 First Quarter Results FY16-Q1 FY17-Q1 Income Before Taxes $38.8 Total Margin 29.1 Operating and Administrative Expenses 1.6 Depreciation and Amortization (0.7) Interest Expense (0.5) Other Income and Expense, net 3.9 Income Before Taxes $72.2 While still warmer than normal, weather was 25.4% colder than prior year, resulting in a 32.2% increase in core market volumes Volume increase along with UGI Gas base rate increase contributed to substantial margin increase Operating and administrative expenses decreased slightly, primarily reflecting lower distribution system expenses Other expense decreased due to absence of prior year environmental charges Financial Results Utilities FY16-Q1 FY17-Q1 colder warmer -6.3% -25.3% Gas Utility weather versus normal 25.4% colder than prior year ($ millions)

22 12 UGI Corporation Fiscal 2017 First Quarter Results $0.00 $1.00 Q1 FY16 AmeriGas UGI International Midstream & Marketing UGI Utilities Corp & Other Q1 FY17 $0.64 $0.01 $0.11 $0.03 $0.12 $0.00 $0.91 Q1 Results Recap Strong results across all business units lead to record Q1 results A d ju st ed E P S Adjusted EPS is a non-gaap measure. See appendix for reconciliation.

23 A me riga s First Quarter Recap Jerry Sheridan President & CEO, AmeriGas

24 14 UGI Corporation Fiscal 2017 First Quarter Results Weather ~14% warmer than normal, 7% colder than prior year Retail volumes increased 3.6% year over year Margins stable despite 39% increase in Mt. Belvieu price of propane Focus on cost controls; operating expenses down ~$4 million Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation. Q1 Earnings Recap $177.7 $185.1 FY16-Q1 FY17-Q1 Adjusted EBITDA ($ millions)

25 15 UGI Corporation Fiscal 2017 First Quarter Results Comparison of FY15-Q1 vs. FY17-Q1-2.9% -13.9% -20.0% -15.0% -10.0% -5.0% 0.0% FY17-Q1 FY15-Q1 Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation. Comparable Results despite 11% warmer weather $188.5 $185.1 FY15-Q1 FY17-Q1 Adjusted EBITDA ($ millions) FY17: 35 million gallons (10%) lower volume Includes $8.8 million charge to correct an error Reflects $20 million lower operating expenses

26 16 UGI Corporation Fiscal 2017 First Quarter Results Cylinder Exchange Delivered volume 13% higher than last year Same store sales growth up 4% National Accounts Volume increased 17% due to colder weather in December and new accounts Refinancing of 2022 Notes Completed a tender offer for $500MM of 7% notes due 2022 and issued $700MM of 5.5% notes due 2025 Quarter Accomplishments

27 17 UGI Corporation Fiscal 2017 First Quarter Results Conclusion and Q&A John Walsh President & CEO, UGI

28 18 UGI Corporation Fiscal 2017 First Quarter Results Clear Path to Growth Addition of Sunbury and Manning LNG strengthens portfolio Expect FERC Environmental Impact Statement by mid-april LNG is core element of midstream strategy Record levels of peaking demand LNG projects add storage, vaporization, and fueling facilities MIDSTREAM & MARKETING INTERNATIONAL Continue to seek expansion through acquisition and organic growth Finagaz integration remains on track UGI UTILITIES Record levels of capital expenditures Support growth and infrastructure replacement Will exceed $1.1 billion over next four years 40-50% reduction in customers average bills compared to their peak in 2008/2009 AMERIGAS Continuing to deploy enhanced distribution, logistics, and customer service tools to enhance the customer experience and efficiency M&A pipeline remains strong

29 19 APPENDIX

30 20 UGI Corporation Fiscal 2017 First Quarter Results Management uses "adjusted net income attributable to UGI" and "adjusted diluted earnings per share," both of which are non-gaap financial measures, when evaluating UGI's overall performance. For the periods presented, adjusted net income attributable to UGI is net income attributable to UGI Corporation after excluding net after-tax gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions (principally comprising changes in unrealized gains and losses on derivative instruments), Finagaz integration expenses, losses associated with extinguishments of debt and the impact on net deferred tax liabilities from a change in French corporate income tax rate. Volatility in net income at UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP"). Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. Management believes that these non-gaap measures provide meaningful information to investors about UGI s performance because they eliminate the impact of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. The following table reconciles net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconciles diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above: UGI Supplemental Footnotes

31 21 UGI Corporation Fiscal 2017 First Quarter Results UGI Adjusted Net Income and EPS (Million of dollars, except per share amounts) FY17 FY16 NON-GAAP RECONCILIATION: Adjusted net income attr ibutable to UGI Corporation: Net income attributable to UGI Corporation 230.7$ 114.6$ Net gains on commodity derivative instruments not associated with current period transactions (net of tax of $33.3 and $1.5, respectively) (a) (b) (52.2) (3.6) Unrealized gains on foreign currency derivative instruments (net of tax of $0.4) (b) (0.8) - Integration expenses associated with Finagaz (net of tax of $(2.8) and $(0.9), respectively) (b) Loss on extinguishment of debt (net of tax of $(3.4)) (b) Impact from change in French tax rate (27.4) Adjusted net income attr ibutable to UGI Corporation 160.9$ 112.4$ Adjusted earnings per common share attr ibutable to UGI stockholders: FY17 FY16 UGI Corporation earnings per share - diluted 1.30$ 0.65$ Net gains on commodity derivative instruments not associated with current period transactions (0.29) (0.02) Unrealized gains on foreign currency derivative instruments (a) (0.01) - Integration expenses associated with Finagaz Loss on extinguishment of debt Impact from change in French tax rate (0.15) Adjusted di luted earnings per share 0.91$ 0.64$ Three Months Ended December 31, Three Months Ended December 31, (a) Includes impact of rounding. (b) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.

32 22 UGI Corporation Fiscal 2017 First Quarter Results The enclosed supplemental information contains a reconciliation of earnings before interest expense, income taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA to Net Income. EBITDA and Adjusted EBITDA are not measures of performance or financial condition under accounting principles generally accepted in the United States ("GAAP"). Management believes EBITDA and Adjusted EBITDA are meaningful non-gaap financial measures used by investors to compare the Partnership's operating performance with that of other companies within the propane industry. The Partnership's definitions of EBITDA and Adjusted EBITDA may be different from those used by other companies. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss) attributable to AmeriGas Partners, L.P. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. Management uses Adjusted EBITDA to exclude from AmeriGas Partners EBITDA gains and losses that competitors do not necessarily have to provide additional insight into the comparison of year-over-year profitability to that of other master limited partnerships. In view of the omission of interest, income taxes, depreciation and amortization, gains and losses on commodity derivative instruments not associated with current-period transactions, and other gains and losses that competitors do not necessarily have from Adjusted EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant periods. Management also uses Adjusted EBITDA to assess the Partnership's profitability because its parent, UGI Corporation, uses the Partnership's Adjusted EBITDA to assess the profitability of the Partnership, which is one of UGI Corporation s business segments. UGI Corporation discloses the Partnership's Adjusted EBITDA as the profitability measure for its domestic propane segment. AmeriGas Supplemental Footnotes

33 23 UGI Corporation Fiscal 2017 First Quarter Results AmeriGas Adjusted EBITDA (Millions of dollars) EBITDA and Adjusted EBITDA: FY17 FY16 FY15 Net income attributable to AmeriGas Partners 92.0$ 81.0$ (39.6)$ Income tax expense (a) Interest expense Depreciation Amortization EBI DA (Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions (25.7) Add loss on extinguishment of debt Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions (a) (1.4) Adjusted EBITDA 185.1$ 177.7$ 188.5$ (a) Includes the impact of rounding. Three Months Ended December 31,

34 24 Investor Relations: Will Ruthrauff

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