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): November 9, 2016 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 November 9, 2016, UGI Corporation (the Company ) issued a press release announcing financial results for the Company for the fiscal quarter and year ended September 30, 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. In its November 9, 2016 press release, the Company also announced earnings guidance for the fiscal year ending September 30, A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. On November 10, 2016, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter and year ended September 30, 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 November 9, Presentation of UGI Corporation dated November 10, 2016.

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 November 10, 2016 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 November 9, Presentation of UGI Corporation dated November 10, DESCRIPTION

5 Exhibit 99.1 Contact: For Immediate Release: Will Ruthrauff, ext November 9, 2016 Shelly Oates, ext Fiscal Year Highlights UGI Reports Record Fiscal 2016 Earnings GAAP net income of $364.7 million, or $2.08 per diluted share, compared to $281.0 million, or $1.60 per diluted share in the prior year Adjusted net income of $360.0 million, or $2.05 per diluted share, compared to $353.8 million, or $2.01 per diluted share in the prior year Reiterating fiscal 2017 adjusted diluted EPS guidance of $2.30 to $2.45 VALLEY FORGE, Pa., November 9 - UGI Corporation (NYSE: UGI) today reported GAAP net income of $364.7 million, or $2.08 per diluted share, for the year ended September 30, 2016, compared to $281.0 million, or $1.60 per diluted share, for the year ended September 30, Adjusted net income was $360.0 million, or $2.05 per diluted share, compared to $353.8 million, or $2.01 per diluted share, for the years ended September 30, 2016 and 2015, respectively. Adjusted net income excludes the impact of unrealized gains and losses on commodity derivative instruments, Finagaz integration and acquisition expenses, and losses from early extinguishments of debt. A reconciliation of adjusted net income to GAAP net income is set forth at the end of this release. John L. Walsh, president and chief executive officer of UGI, said, "This was a year of strong execution as we were able to deliver record earnings despite significantly warmer weather. This performance demonstrates the contributions of our highly accretive investments as well as our focus on unit margin management and operational efficiency. "All of our businesses made significant progress on their initiatives, including these milestones: UGI Utilities executed a record amount of capital investment this past year, added over 16,000 heating customers and filed a base rate case for UGI Gas which went into effect last month. Midstream & Marketing began construction of the Sunbury pipeline as well as its new LNG liquefaction plant, and awaits the final environmental impact statement for the PennEast pipeline. UGI International is on track with its integration of Finagaz, as well as the integrations of smaller-scale acquisitions at Flaga and AvantiGas. AmeriGas delivered solid unit margins despite weather that was significantly warmer than the prior year, and made progress on its acquisition, national account, and cylinder growth platforms." The company announced earnings guidance for fiscal 2017 last month. For the year ending September 30, 2017, it expects to report adjusted diluted earnings per share of $2.30 to $2.45, assuming normal weather and excluding mark-to-market gains and losses on commodity derivative instruments and Finagaz integration expenses. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments and Finagaz integration expenses, we cannot reconcile 2017 adjusted diluted earnings per share, a non-gaap measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the unreasonable efforts exception set forth in SEC rules.

6 UGI Reports Record Fiscal 2016 Earnings Segment Performance (millions, except where otherwise indicated) AmeriGas Propane 1 : For the year ended September 30, Increase (Decrease) Revenues $ 2,311.8 $ 2,885.3 $ (573.5) (19.9)% Total margin (a) $ 1,447.0 $ 1,545.3 $ (98.3) (6.4)% Partnership operating and administrative expenses $ $ $ (24.5) (2.6)% Operating income $ $ $ (71.3) (16.7)% Loss on extinguishments of debt $ 48.9 $ $ 48.9 N.M. Partnership Adjusted EBITDA $ $ $ (76.2) (12.3)% Retail gallons sold 1, ,184.3 (118.8) (10.0)% Degree days - % (warmer) than normal (15.0)% (2.9)% Capital expenditures $ $ $ (0.3) (0.3)% Retail gallons sold decreased primarily due to temperatures that were 15% warmer than normal and 12.5% warmer than the prior year. Total margin decreased primarily reflecting lower retail total margin due to the decrease in retail gallons sold and, to a much lesser extent, lower margin from ancillary sales and services. Partnership operating and administrative expenses decreased primarily reflecting lower vehicle fuel, employee compensation and benefits, and uncollectible accounts expenses, partially offset by higher uninsured litigation expenses. Partnership Adjusted EBITDA decreased principally reflecting the lower total margin partially offset by lower operating and administrative expenses. 1 UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. UGI International: For the year ended September 30, Increase (Decrease) Revenues $ 1,868.8 $ 1,808.5 $ % Total margin (a) $ $ $ % Operating and administrative expenses $ $ $ % Operating income $ $ $ % Income before income taxes $ $ 76.4 $ % Finagaz integration and acquisition expenses $ 27.9 $ 22.6 $ % Costs associated with extinguishment of debt $ $ 10.3 $ (10.3) N.M. Adjusted income before income taxes $ $ $ % Retail gallons sold % Degree days - % (warmer) than normal UGI France (13.9)% (11.0)% Capital expenditures $ 99.9 $ 87.5 $ % Results for fiscal 2016 include the full-year results of Finagaz, which was acquired on May 29, The Finagaz acquisition nearly doubled our retail distribution business in France and is a significant contributor to the variances in the table above. Total retail gallons sold were higher, principally reflecting incremental retail gallons attributable to Finagaz and, to a lesser extent, retail gallons associated with small-scale acquisitions at Flaga and AvantiGas. These increases were partially offset by Flaga exiting its lower-margin autogas business in Poland. Total margin increased primarily reflecting incremental margin from Finagaz and, to a lesser extent, higher average unit margins in our legacy UGI France and Flaga businesses and the impact of the small-scale acquisitions at Flaga and AvantiGas. Operating expenses increased primarily reflecting incremental expenses associated with Finagaz. The increase in operating income primarily reflects the higher total margin, partially offset by increased operating, administrative, and depreciation expenses.

7 UGI Reports Record Fiscal 2016 Earnings Segment Performance (millions, except where otherwise indicated) Midstream & Marketing: For the year ended September 30, Increase (Decrease) Revenues $ $ 1,163.6 $ (297.0) (25.5)% Total margin (a) $ $ $ (44.6) (14.4)% Operating and administrative expenses $ 90.9 $ 98.6 $ (7.7) (7.8)% Operating income $ $ $ (35.9) (19.7)% Income before income taxes $ $ $ (35.9) (19.9)% Degree days - % (warmer) colder than normal (17.8)% 4.5% Capital expenditures $ $ 88.0 $ % Results reflect temperatures that were 17.8% warmer than normal and 20.5% warmer than the prior year. Total margin decreased principally reflecting lower capacity management ($41.7 million), natural gas and retail power ($14.9 million), electric generation ($9.4 million), and HVAC total margin. These decreases were partially offset by higher natural gas gathering ($15.6 million) and peaking ($11.8 million) margin. The lower capacity management margin reflects lower prices for pipeline capacity as the current year experienced lower locational basis differentials in capacity values between Marcellus and non-marcellus delivery points. Natural gas gathering margins increased reflecting the expansion of natural gas gathering assets. Peaking margins increased reflecting increased demand for peaking services. Operating and administrative expenses were slightly lower principally reflecting lower operating expenses associated with our HVAC business on lower activity. UGI Utilities: For the year ended September 30, Increase (Decrease) Revenues $ $ 1,041.6 $ (273.1) (26.2)% Total margin (a) $ $ $ (51.3) (9.8)% Operating and administrative expenses $ $ $ (25.6) (11.7)% Operating income $ $ $ (40.8) (16.9)% Income before income taxes $ $ $ (37.3) (18.6)% System throughput - billions of cubic feet ("bcf") Core market (15.1) (18.6)% Total (1.1) (0.5)% Gas Utility Degree days - % (warmer) colder than normal (13.6)% 6.4% Capital expenditures $ $ $ % Gas Utility core market throughput decreased reflecting temperatures that were 13.6% warmer than normal and 17.8% warmer than the prior year. Total margin decreased primarily reflecting lower throughput from Gas Utility core market customers and lower Electric Utility margin. Operating and administrative expenses decreased primarily reflecting lower information technology project costs, and, to a lesser extent, lower uncollectible accounts, system maintenance expenses, and employee benefits. Operating income decreased due to lower total margin, higher depreciation, and lower other operating income which includes higher environmental expense, lower margin from off-system sales, lower revenue from construction services, and higher interest on PGC overcollections. (a) Total margin represents total revenue less total cost of sales and excludes pre-tax gains and losses on commodity derivative instruments not associated with current period transactions. In the case of UGI Utilities, total margin is also reduced by revenue-related taxes of $4.8 million and $5.6 million, in 2016 and 2015, respectively.

8 UGI Reports Record Fiscal 2016 Earnings 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 the Mid-Atlantic region. 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 2016 earnings and other current activities at 9:00 AM ET on Thursday, November 10, 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 November 10 through 11:59 PM ET on November 16. The replay may be accessed at (855) , and internationally at , 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, 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), the timing of development of Marcellus Shale gas production, the timing and success of our acquisitions, commercial initiatives and investments to grow our business, and our ability to successfully integrate acquired businesses and achieve anticipated synergies. 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 September 30, Twelve Months Ended September 30, Revenues: AmeriGas Propane $ $ $ 2,311.8 $ 2,885.3 UGI International , ,808.5 UGI Utilities ,041.6 Midstream & Marketing ,163.6 Corporate & Other (a) (16.2) (13.5) (130.0) (207.9) Total revenues $ $ 1,082.8 $ 5,685.7 $ 6,691.1 Operating income (loss): AmeriGas Propane $ (42.0) $ (9.8) $ $ UGI International (23.5) (5.1) UGI Utilities Midstream & Marketing Corporate & Other (a) (46.1) (13.3) 77.5 (129.8) Total operating (loss) income (88.6) (6.6) Loss from equity investees (0.1) (0.1) (0.2) (1.2) Loss on extinguishments of debt (11.8) (48.9) Interest expense: AmeriGas Propane (41.4) (40.4) (164.1) (162.8) UGI International (b) (5.6) (6.2) (24.4) (35.2) UGI Utilities (9.7) (9.9) (37.6) (41.1) Midstream & Marketing (0.4) (0.5) (2.1) (2.1) Corporate & Other, net (a) (0.2) (0.2) (0.7) (0.7) Total interest expense (57.3) (57.2) (228.9) (241.9) (Loss) income before income taxes (157.8) (63.9) Income tax benefit (expense) (221.2) (177.8) Net (loss) income including noncontrolling interests (115.7) (52.5) Add net loss (deduct net income) attributable to noncontrolling interests, principally in AmeriGas Partners, L.P (124.1) (133.0) Net (loss) income attributable to UGI Corporation $ (43.8) $ (9.2) $ $ Earnings per share attributable to UGI shareholders: Basic $ (0.25) $ (0.05) $ 2.11 $ 1.62 Diluted $ (0.25) $ (0.05) $ 2.08 $ 1.60 Weighted Average common shares outstanding (thousands): Basic 173, , , ,115 Diluted 173, , , ,667 Supplemental information: Net income (loss) attributable to UGI Corporation: AmeriGas Propane $ (10.2) $ (1.0) $ 43.2 $ 61.0 UGI International (20.7) (7.1) UGI Utilities (1.8) (4.6) Midstream & Marketing Corporate & Other (a) (21.0) (7.5) 25.4 (61.3) Total net (loss) income attributable to UGI Corporation $ (43.8) $ (9.2) $ $ (a) Corporate & Other includes, among other things, net gains and (losses) on commodity derivative instruments not associated with current-period transactions and the elimination of certain intercompany transactions. Effective October 1, 2015, we began including Electric Utility and HVAC, which were previously included in Corporate & Other, in UGI Utilities and Midstream & Marketing, respectively. Prior period amounts have been restated to reflect these current-year changes in our segment presentation. (b) UGI International interest expense for the twelve months ended September 30, 2015 includes costs of $10.3 million associated with extinguishment of debt.

10 UGI CORPORATION REPORT OF EARNINGS (Millions of dollars, except per share) (Unaudited) Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share 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 derivative instruments not associated with current period transactions, losses associated with extinguishments of debt and Finagaz integration and acquisition expenses. Volatility in net income at UGI can occur as a result of gains and losses on commodity derivative instruments not associated with current period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP"). Effective October 1, 2014, UGI International determined that on a prospective basis it would not elect cash flow hedge accounting for its commodity derivative transactions and also de-designated its then-existing commodity derivative instruments accounted for as cash flow hedges. Also effective October 1, 2014, AmeriGas Propane dedesignated its remaining commodity derivative instruments accounted for as cash flow hedges. Previously, AmeriGas Propane had discontinued cash flow hedge accounting for all commodity derivative instruments entered into beginning April 1, 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 derivative instruments not associated with current-period transactions and (2) other 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 September 30, Twelve Months Ended September 30, Net (loss) income attributable to UGI Corporation $ (43.8) $ (9.2) $ $ Net losses (gains) on commodity derivative instruments not associated with current period transactions (net of tax of $(18.9), $(3.2), $13.5 and $(30.9), respectively) (1) (2) (29.9) 53.3 Integration and acquisition expenses associated with Finagaz (net of tax of $(4.7), $(2.4), $(10.6) and $(7.7), respectively) (2) Loss on extinguishments of debt (net of tax of $(1.1), $0.0, $(5.0) and $(5.7), respectively) (2) (3) Adjusted net (loss) income attributable to UGI Corporation $ (8.6) $ 1.9 $ $ Adjusted diluted earnings per share: Three Months Ended September 30, Twelve Months Ended September 30, UGI Corporation earnings per share - diluted $ (0.25) $ (0.05) $ 2.08 $ 1.60 Net losses (gains) on commodity derivative instruments not associated with current period transactions (1) (0.17) 0.30 Integration and acquisition expenses associated with Finagaz Loss on extinguishments of debt Adjusted diluted earnings per share $ (0.05) $ 0.01 $ 2.05 $ 2.01 (1) Includes impact of rounding. (2) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. (3) Costs associated with extinguishment of debt for the twelve months ended September 30, 2015 is included in interest expense on the Report of Earnings.

11 1 Fiscal Year 2016 Results FY17 Outlook John Walsh President & CEO, UGI Kirk Oliver Chief Financial Officer, UGI Jerry Sheridan President & CEO, AmeriGas

12 2 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 and quarterly reports on Form 10-Q 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, 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 those involving Russia, and currency exchange rate fluctuations (particularly the euro), the timing of development of Marcellus Shale gas production, the timing and success of our acquisitions, commercial initiatives and investments to grow our business, and our ability to successfully integrate acquired businesses and achieve anticipated synergies. 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. About This Presentation

13 Fiscal Year Recap John Walsh President & CEO, UGI

14 4 FY16 Earnings Recap Record earnings despite very warm weather Significant contributions from growth initiatives Marcellus infrastructure projects Strong results from Finagaz $2.01 $2.05 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 FY-15 FY-16 Fiscal Year Weather AmeriGas UGI France Midstream & Marketing Gas Utility Adjusted EPS1 1 Adjusted Earnings Per Share is a non-gaap measure. See Appendix for reconciliation. 2 Percent change in Heating Degree Days. VERSUS PRIOR YEAR2 12.5% Warmer 3.3% Warmer 20.5% Warmer 17.8% Warmer vs. Normal vs. Normal vs. Normal vs. Normal

15 5-15.9% -13.6% -6.4% -13.9% -15.4% -15.0% -20.0% -10.0% 0.0% 10.0% Fiscal 2016 vs. Fiscal 2012 $1.25 $2.05 $- $0.50 $1.00 $1.50 $2.00 $2.50 FY12 FY16 64% higher Adjusted EPS1 Comparable weather Heating Degree Days versus Normal2 G AS U TIL IT IE S G AS U TIL IT IE S U G I FRANC E U G I FRANC E AM ERI G A S AM ERI G A S FY12 FY16 1 Adjusted Earnings Per Share is a non-gaap measure. See Appendix for reconciliation. 2 Percent change in Heating Degree Days versus normal.

16 6 FY17 Guidance midpoint: 16% CAGR over FY16 10% CAGR over FY13 Fiscal 2017 Guidance Key Drivers Organic Growth Strategic Investments Return to normal weather and volatility $1.00 $1.60 $2.20 $ FY16 FY17 Guidance $1.61 $2.02 $2.01 $2.05 $2.30 $2.451 Adjusted Earnings Per Share1 1 Adjusted Earnings Per Share is a non-gaap measure. See Appendix for reconciliation. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments and Finagaz integration expenses, we cannot reconcile 2017 adjusted diluted earnings per share, a non-gaap measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the unreasonable efforts exception set forth in SEC rules.

17 7 Midstream & Marketing Utility FY16 Key Accomplishments Natural Gas Successful $27 mm base rate case for UGI Gas Executed a record amount of capital investment Added ~16,000 new heating customers Cast iron and bare steel infrastructure replacement programs are on track Sunbury pipeline: Began construction; anticipate completion in FY17 Manning LNG liquefaction: Began construction; anticipate completion in FY17 PennEast pipeline: Received draft environmental impact statement in July; expect final environmental impact statement in February 2017

18 8 FY16 Key Accomplishments Propane AmeriGas Expanded all of our growth platforms M&A National Accounts ACE Agreements with major retailers that will add 1 million cylinders International Earnings more than doubled on strength of Finagaz acquisition Smaller acquisitions in Norway, U.K. and Austria Finagaz integration on track

19 9 Financial Review Kirk Oliver Chief Financial Officer, UGI

20 10 FY16 Adjusted Earnings FY 2016 FY 2015 Net income attributable to UGI Corporation $364.7 $281.0 Net after-tax gains (losses) on commodity derivative instruments1,2 (29.9) 53.3 Integration and acquisition expenses associated with Finagaz Loss on extinguishments of debt2, Adjusted net income attributable to UGI Corporation $360.0 $ Includes impact of rounding. 2 Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. 3 Loss on extinguishment of debt in the twelve months ended September 30, 2015 is included in interest expense on the Consolidated Statement of Income. FY 2016 FY 2015 UGI Corporation - Diluted Earnings Per Share (GAAP) $2.08 $1.60 Net after-tax gains (losses) on commodity derivative instruments1,2 (0.17) 0.30 Acquisition and integration expenses associated with Finagaz Loss on extinguishments of debt2, Adjusted diluted earnings per share $2.05 $2.01

21 11 FY16 Financial Results AmeriGas Weather vs. Normal 12.5% warmer than prior year FY 2015 FY 2016 FY15 Adjusted EBITDA $ Retail Volume $ (136.3) Retail Unit Margin $ 44.4 Wholesale and Other Total Margin $ (6.4) Operating and Administrative Expenses $ 24.5 Other $ (2.4) FY16 Adjusted EBITDA1 $ Total Margin 1 Partnership adjusted EBITDA for the twelve months ended September 30, 2016 excludes $48.9 million of loss on early extinguishments of debt. Adjusted EBITDA is a non-gaap measure. See Appendix for reconciliation. (millions) Warmer weather than prior year led to lower volume Higher retail unit margins Operating expenses decreased reflecting lower vehicle fuel, employee compensation and benefit, and uncollectible account expenses Colder Warmer Weather

22 12 FY16 Financial Results UGI International FY 2015 FY 2016 FY15 Income Before Taxes $ 76.4 Total Margin $ Operating and Administrative Expenses $ (146.0) Depreciation and Amortization $ (25.5) Interest Expense, including loss on extinguishments in prior year $ 10.8 Other Operating Income $ (9.7) FY16 Income Before Taxes $ (millions) UGI France Warmer Colder 3.3% warmer than prior year 1 Adjusted Income Before Income Taxes is a Non-GAAP measure. See Appendix for reconciliation. Acquisition of Finagaz nearly doubled retail distribution in France Higher unit margins at legacy businesses Integration and Acquisition Expenses $ 22.6 $ 27.9 Loss on Debt Extinguishment $ 10.3 $ - Adjusted Income Before Taxes1 $ $ Weather vs. Normal

23 13 FY16 Financial Results Midstream & Marketing FY 2015 FY 2016 FY15 Income Before Taxes $ Total Margin $ (44.6) Operating and Administrative Expenses $ 7.7 Depreciation and Amortization $ (2.6) Other $ 3.6 FY16 Income Before Taxes $ Colder Weather vs. Normal Warmer 20.5% warmer than prior year Lower prices for pipeline capacity due to locational basis differentials between Marcellus and non-marcellus delivery points Natural gas and retail power margins impacted by warmer weather Higher margin in peaking and natural gas gathering Lower margin in capacity management, natural gas and retail power, and electric generation (millions) Weather

24 14 FY16 Financial Results Utilities FY 2015 FY 2016 FY15 Income Before Taxes $ Total Margin $ (51.3) Operating and Administrative Expenses $ 25.6 Depreciation and Amortization $ (3.8) Interest Expense $ 3.5 Other Income and Expense, net $ (11.3) FY16 Income Before Taxes $ (millions) Lower core market throughput driven by significantly warmer weather than the prior year Lower operating expenses Lower other income Colder Warmer 17.8% warmer than prior year Weather vs. Normal Gas Utility

25 15 -$1200MM -$600MM $0MM $600MM $1200MM -20% -15% -10% -5% 0% 5% 10% 15% 20% FY06 FY08 FY10 FY12 FY14 FY16 Strong Cash Flow and Balance Sheet Weather vs. Normal Cash Flow From Operations Strong and consistent cash flow despite fluctuations of weather Strong balance sheet with capacity No need to access the capital markets in the near term Recent AmeriGas refinancing extends the maturity profile while reducing interest rates AmeriGas weather vs. Normal Utility weather vs. Normal Cash Flow from Operations $1.2B $0.6B $0

26 16 Fiscal Year Recap Jerry Sheridan President & CEO, AmeriGas

27 17 FY16 Adjusted EBITDA1 Retail volumes sold for FY16 decreased 10% to 1.07 billion gallons from 1.18 billion gallons in the prior year 2nd warmest year in 121 years $619 $543 $0 $100 $200 $300 $400 $500 $600 $700 FY15 FY16 1 Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation.

28 18 Growth Initiatives National Accounts Added 39 accounts and renewed 40 agreements AmeriGas Cylinder Exchange Added new business that represents sales of ~ 1 million cylinders M&A Closed six tuck-in acquisitions adding ~10 million gallons annually

29 19 Continuing to Deliver Value 12th consecutive annual distribution increase Outstanding total unitholder returns: Annualized Total Returns 1 Year 5 Year 10 Year 19.8% 8.8% 12.2% Looking ahead we expect adjusted EBITDA of $660 $700 million in FY171 1 Because we are unable to predict certain potentially material items affecting net income on a GAAP basis, principally mark-to-market gains and losses on commodity derivative instruments, we cannot reconcile 2017 Adjusted EBITDA, a non-gaap measure, to net income attribute to AmeriGas Partners, L.P., the most directly comparable GAAP measure, in reliance on the unreasonable efforts exception set forth in SEC rules. Adjustments that management can reasonably estimate are provided in the appendix.

30 20 Conclusion John Walsh President & CEO, UGI

31 21 Demand and limited capacity additions will continue to stress the gas system Sunbury and PennEast will help bridge the infrastructure gap Peak demand driving LNG infrastructure $60 million Manning liquefaction plant Smaller investments in storage, vaporization, and fueling Capex nearly tripled from FY11- FY16 Expect capital spend over next 4 years will be 40% higher than past four years Growth through new customer additions and higher rate base MIDSTREAM & MARKETING UGI UTILITIES INTERNATIONAL AMERIGAS Continued integration activities in FY17 Potential for continued M&A growth M&A, National Accounts, Cylinder Exchange will continue driving growth Will continue deploying technology to drive efficiency and improve the customer experience MIDSTREAM & MARKETING Segment Outlook

32 22 Conclusion Outlook is very promising Several investments that came online in past 18 months will contribute to earnings Cash flow and balance sheet strength to fund active projects with additional capacity for investment UGI IS CONTINUING TO DELIVER

33 23 Appendix

34 24 Management uses "adjusted net income attributable to UGI" and "adjusted diluted earnings per share (sometimes also referred to as adjusted earnings per share ), both of which are non-gaap financial measures, when evaluating UGI's overall performance. Adjusted net income attributable to UGI is net income attributable to UGI Corporation after excluding net after-tax gains and losses on commodity derivative instruments not associated with current period transactions, loss on extinguishment of debt, Finagaz integration and acquisition expenses and the retroactive impact of a change in French tax law. Volatility in net income at UGI can occur as a result of gains and losses on commodity derivative instruments not associated with current period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP"). Midstream & Marketing records gains and losses on commodity derivative instruments not associated with current-period transactions in cost of sales or revenues for all periods presented. Effective October 1, 2014, UGI International determined that on a prospective basis it would not elect cash flow hedge accounting for its commodity derivative transactions and also de-designated its then-existing commodity derivative instruments accounted for as cash flow hedges. Also effective October 1, 2014, AmeriGas Propane de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Previously, AmeriGas Propane had discontinued cash flow hedge accounting for all commodity derivative instruments entered into beginning April 1, 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 derivative instruments not associated with current-period transactions and (2) other 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

35 25 Non-GAAP Reconciliation (Million of dollars, except per share amounts) NON-GAAP RECONCILIATION: Adjusted net income attributable to UGI Corporation: Net income attributable to UGI Corporation 364.7$ 281.0$ $ Net (gains) losses on commodity derivative instruments not associated with current-period transactions (net of tax of $13.5, $(30.9), $(4.5), $3.1 and $6.3, respectively) (a) (b) (29.9) (4.3) (8.9) Integration and acquisition expenses associated with Finagaz acquired on May 29, 2015 (net of tax of $(10.6), $(7.7), $(2.2), $0 and $0, respectively) (a) Loss on extinguishments of debt (net of tax of $(5.0), $0, $0, $0 and $(1.4), respectively) (a) Costs associated with extinguishment of debt (net of tax of $0, $(5.7), $0, $0 and $0, respectively) (a) (c) Impact of retroactive change in French tax law Integration and acquisition expenses associated with the retail propane businesses of Energy Transfer Partners, L.P. ( Heritage Propane ) acquired by the Partnership on January 12, 2012 (net of tax of $0, $0, $0, $(2.8) and $(5.6), respectively) (a) $4.4 $8.8 Adjusted net income attributable to UGI Corporation (d) 360.0$ 353.8$ 353.8$ 278.2$ 212.3$ Adjusted earnings per common share attributable to UGI stockholders: UGI Corporation earnings per share - diluted 2.08$ 1.60$ 1.92$ 1.60$ 1.24$ Net (gains) losses on commodity derivative instruments not associated with current-period transactions (b) (0.17) (0.02) (0.05) Integration and acquisition expenses associated with Finagaz acquired on May 29, Loss on extinguishments of debt Costs associated with extinguishment of debt Impact of retroactive change in French tax law - - $ Integration and acquisition expenses associated with the Heritage Propane acquisition on January 12, Adjusted diluted earnings per share (d) 2.05$ 2.01$ 2.02$ 1.61$ 1.25$ (d) 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. Adjusted net income attributable to UGI is net income attributable to UGI after excluding net after-tax gains and losses on commodity derivative instruments not associated with current-period transactions (principally comprising unrealized gains and losses on commodity derivative instruments), losses on extinguishments of debt, Finagaz and Heritage Propane integration and acquisition expenses and the impact of a retroactive change in French tax law. (c) Costs associated with extinguishment of debt in 2015 are included in interest expense on the Consolidated Statements of Income. (b) Includes the effects of rounding. (a) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rate. Year Ended September 30,

36 26 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 from EBITDA and Adjusted EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant years. Management also uses EBITDA to assess the Partnership's profitability because its parent, UGI Corporation, uses the Partnership's EBITDA to assess the profitability of the Partnership, which is one of UGI Corporation s business segments. UGI Corporation discloses the Partnership's EBITDA in its disclosures about its business segments as the profitability measure for its domestic propane segment. AmeriGas Supplemental Footnotes

37 27 AmeriGas Adjusted EBITDA (Millions of dollars) Year Ended September 30, EBITDA and Adjusted EBITDA: Net income attributable to AmeriGas Partners 207.0$ 211.2$ Income tax (benefit) expense (a) (1.6) 2.9 Interest expense Depreciation Amortization EBITDA (Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions (66.1) 47.8 A d loss on extinguishments of debt Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions 0.7 (0.4) Adjusted EBITDA 543.0$ 619.3$ (a) Includes the impact of rounding.

38 28 AmeriGas Adjusted EBITDA Guidance (Low End) (High End) Adjusted EBITDA (estimate) 660,000$ 700,000$ Interest expense (estimate) 160, ,000 Income tax expense (estimate) 3,000 3,000 Depreciation (estimate) 141, ,000 Amortization (estimate) 43,000 43,000 Forecast Fiscal Year Ending September 30, 2017 (Thousands)

39 29 Investor Relations: Will Ruthrauff

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