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): August 2, 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 2.02 Results of Operations and Financial Condition. On August 2, 2017, UGI Corporation (the Company ) issued a press release announcing financial results for the Company for the fiscal quarter ended June 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. On August 3, 2017, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended June 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 August 2, Presentation of UGI Corporation dated August 3, 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 August 3, 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 August 2, Presentation of UGI Corporation dated August 3, DESCRIPTION

5 Contact: For Immediate Release: Will Ruthrauff, ext August 2, 2017 Shelly Oates, ext Recent Highlights UGI Reports Fiscal 2017 Third Quarter Earnings GAAP net loss attributable to UGI of $19.0 million, or $0.11 per diluted share, compared to net income of $60.7 million, or $0.34 per diluted share in the prior year Adjusted net income attributable to UGI of $16.6 million, or $0.09 per diluted share, compared to $40.0 million, or $0.23 per diluted share in the prior year Joint settlement petition for UGI PNG base rate case filed on June 30th VALLEY FORGE, Pa., August 2 - UGI Corporation (NYSE: UGI) today reported a GAAP net loss attributable to UGI of $19.0 million, or $0.11 per diluted share, for the fiscal quarter ended June 30, 2017, compared to GAAP net income of $60.7 million, or $0.34 per diluted share, for the fiscal quarter ended June 30, Adjusted net income attributable to UGI was $16.6 million, or $0.09 per diluted share, compared to $40.0 million, or $0.23 per diluted share, for the quarters ended June 30, 2017 and 2016, respectively. Adjusted net income excludes the impact of unrealized gains and losses on commodity and certain foreign currency derivative instruments, integration expenses associated with the Finagaz acquisition, and losses on early extinguishments of debt. Adjusted earnings were in line with historical third quarter levels although lower than the prior year due to two factors. Weather was warmer than the prior year for all UGI businesses, especially in the critical shoulder month of April which accounts for most of the heating degree days in the quarter. Additionally, the company experienced declining LPG costs in Europe in the prior year that provided a temporary margin increase, a trend which reversed in this quarter as propane and butane costs in Europe were 22% and 28% higher, respectively, than the prior-year levels. Partially offsetting the impact of weather and LPG costs were the impacts of customer growth across our utilities, new base rates at UGI Gas, higher peaking margin, growth in AmeriGas ACE and national accounts programs, and the realization of synergies from the Finagaz acquisition. John L. Walsh, president and chief executive officer of UGI, commented, "Our teams did an outstanding job this quarter. By managing costs and maintaining our focus on operational efficiency we were able to meet the challenges of warm weather and higher commodity costs. In addition, we were pleased to mark progress on several growth projects. Our Midstream & Marketing business placed its Manning LNG facility into service on July 1st. Our Utility reached agreement on its PNG base rate case and filed a Joint Petition for Approval with the Pennsylvania PUC on June 30th. Under the terms of the settlement agreement, UGI PNG would be permitted to increase base rates by $11.25 million and we anticipate new rates going into effect in mid-october. Our UGI International business closed a small acquisition in Sweden and the pipeline of opportunities remains strong. Finally, AmeriGas marked strong growth in its cylinder exchange and national accounts programs and closed three acquisitions in the quarter." Based on year-to-date results, UGI expects full year adjusted EPS to be at, or slightly below, its guidance range of $2.30 to $2.45.

6 UGI Reports Third Quarter Earnings Page 2 Segment Performance (millions, except where otherwise indicated) AmeriGas Propane 1 : For the fiscal quarter ended June 30, Increase (Decrease) Revenues $ $ $ % Total margin (a) $ $ $ (5.9) (2.1)% Partnership operating and administrative expenses $ $ $ % Operating income $ 4.6 $ 18.3 $ (13.7) (74.9)% Partnership Adjusted EBITDA $ 58.4 $ 64.6 $ (6.2) (9.6)% Retail gallons sold (7.8) (3.8)% Heating degree days - % (warmer) than normal (11.7)% (7.5)% Capital expenditures $ 20.9 $ 18.7 $ % Retail gallons sold decreased due to temperatures that were 11.7% warmer than normal and 4.6% warmer than the prior year. Temperatures in the critical month of April were 17.1% warmer than normal and 10.6% warmer than the prior year. Total margin decreased primarily reflecting the decrease in retail volumes sold, partially offset by slightly higher retail unit margin. Partnership operating and administrative expenses were higher than the prior year reflecting a $7.5 million environmental accrual associated with the site of a former manufactured gas plant, a settlement with one of AmeriGas' insurance carriers ($5.5 million), partially offset by lower group insurance expenses ($2.2 million). Partnership Adjusted EBITDA decreased principally reflecting the lower total margin. 1 UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. UGI International: For the fiscal quarter ended June 30, Increase (Decrease) Revenues $ $ $ (44.2) (11.2)% Total margin (a) $ $ $ (42.7) (19.8)% Operating and administrative expenses $ $ $ (13.8) (8.9)% Operating income $ 0.5 $ 33.5 $ (33.0) (98.5)% (Loss) income before income taxes $ (5.2) $ 27.7 $ (32.9) (118.8)% Finagaz integration expenses $ 7.0 $ 4.5 $ % Adjusted income before income taxes $ 1.8 $ 32.2 $ (30.4) (94.4)% Retail gallons sold (11.3) (6.7)% Heating degree days - % (warmer) than normal (13.7)% (6.1)% Capital expenditures $ 19.1 $ 25.9 $ (6.8) (26.3)% Base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. During the 2017 period, the euro was approximately 2% weaker versus the U.S. dollar, and the British pound sterling was approximately 10% weaker, compared with the prior-year period. The effects of the weaker currencies did not negatively impact UGI International net income due to gains on foreign currency contracts. Total retail gallons sold were lower than the prior year, principally reflecting the effects of weather that was approximately 13.7% warmer than normal and 8.1% warmer than the prior-year period. Total margin was lower than the prior year primarily due to lower average retail unit margins and the lower volume. Operating expenses decreased primarily due to lower expenses in France reflecting expense synergies associated with the Finagaz acquisition, lower maintenance and logistics expenses, and the translation effects of weaker currencies, offset in part by higher integration expenses. Operating income and income before taxes decreased reflecting the lower total margin partially offset by the lower operating and administrative expenses.

7 UGI Reports Third Quarter Earnings Page 3 Midstream & Marketing: For the fiscal quarter ended June 30, Increase (Decrease) Revenues $ $ $ % Total margin (a) $ 33.4 $ 41.9 $ (8.5) (20.3)% Operating and administrative expenses $ 23.1 $ 22.7 $ % Operating income $ 2.8 $ 11.3 $ (8.5) (75.2)% Income before income taxes $ 3.3 $ 10.9 $ (7.6) (69.7)% Heating degree days - % (warmer) colder than normal (22.9)% 4.3% Capital expenditures $ 21.7 $ 36.3 $ (14.6) (40.2)% Temperatures across Midstream & Marketing's service territory were 22.9% warmer than normal and 26.1% warmer than the prior year. Revenues increased reflecting higher natural gas revenues partially offset by lower capacity management revenues; the increase in natural gas revenues principally reflects the effects of higher volumes due to customer growth. Total margin decreased principally reflecting lower capacity management total margin ($8.4 million) due to higher fixed demand charges and lower HVAC total margin, partially offset by higher peaking and storage margin. Operating income and income before taxes decreased primarily reflecting the decrease in total margin, higher depreciation expenses, and slightly higher total operating and administrative expenses, partially offset by other income largely attributable to allowance for funds used during construction ("AFUDC") associated with pipeline expenditures. UGI Utilities: For the fiscal quarter ended June 30, Increase (Decrease) Revenues $ $ $ % Total margin (a) $ 93.6 $ 94.8 $ (1.2) (1.3)% Operating and administrative expenses $ 52.0 $ 46.1 $ % Operating income $ 27.7 $ 29.8 $ (2.1) (7.0)% Income before income taxes $ 17.5 $ 20.7 $ (3.2) (15.5)% Gas Utility system throughput - billions of cubic feet Core market (1.6) (15.5)% Total % Gas Utility heating degree days - % (warmer) colder than normal (21.2)% 11.9% Capital expenditures $ 79.1 $ 56.5 $ % Gas Utility service territory experienced temperatures that were approximately 21.2% warmer than normal and nearly 30% warmer than the prior year; weather in the important month of April was 43.6% warmer than the prior year. Total Gas Utility distribution system throughput increased reflecting higher large firm delivery service, partially offset by lower core market volumes reflecting the effects of the warmer weather. Total margin decreased primarily reflecting lower Gas Utility total margin from core market customers due to lower core market throughput, partially offset by the increase in UGI Gas base rates, and higher large firm delivery service margin. Operating and administrative expenses were higher than the prior year primarily due to higher customer accounts and slightly higher distribution and other operating expenses. Operating income decreased reflecting the lower total margin, higher operating expenses and higher depreciation and amortization expenses, partially offset by a $5.8 million environmental insurance settlement. (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 reduced by revenue-related taxes.

8 UGI Reports Third 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 third quarter earnings and other current activities at 9:00 AM ET on Thursday, August 3, 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 August 3rd through 11:59 PM ET on August 10th. 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) Revenues: Three Months Ended June 30, Nine Months Ended June 30, Twelve Months Ended June 30, AmeriGas Propane $ $ $ 2,008.3 $ 1,918.3 $ 2,401.8 $ 2,336.5 UGI International , , , ,931.5 Midstream & Marketing , UGI Utilities Corporate & Other (a) (34.7) (17.7) (196.9) (113.2) (213.7) (131.3) Total revenues $ 1,153.5 $ 1,130.8 $ 5,006.8 $ 4,709.5 $ 5,983.0 $ 5,792.3 Operating income (loss): AmeriGas Propane $ 4.6 $ 18.3 $ $ $ $ UGI International Midstream & Marketing UGI Utilities Corporate & Other (a) (38.4) (14.6) Total operating (loss) income (2.8) , ,070.0 Income (loss) from equity investees (0.1) 2.9 (0.2) Loss on extinguishments of debt (4.4) (37.1) (59.7) (37.1) (71.5) (37.1) Losses on foreign currency contracts, net (16.2) (16.1) (16.1) Interest expense: AmeriGas Propane (40.6) (40.9) (120.6) (122.7) (162.0) (163.1) UGI International (5.6) (5.8) (15.2) (18.8) (20.8) (25.0) Midstream & Marketing (0.3) (0.4) (1.6) (1.7) (2.0) (2.2) UGI Utilities (10.2) (9.1) (30.5) (27.9) (40.2) (37.8) Corporate & Other, net (a) (0.1) (0.2) (0.1) (0.5) (0.3) (0.7) Total interest expense (56.8) (56.4) (168.0) (171.6) (225.3) (228.8) (Loss) income before income taxes (79.3) Income tax benefit (expense) (b) 17.1 (33.6) (195.3) (263.3) (153.2) (251.9) Net (loss) income including noncontrolling interests (62.2) Add net loss (deduct net income) attributable to noncontrolling interests, principally in AmeriGas Partners, L.P (108.9) (196.0) (37.0) (152.7) Net (loss) income attributable to UGI Corporation $ (19.0) $ 60.7 $ $ $ $ Earnings (loss) per share attributable to UGI shareholders: Basic $ (0.11) $ 0.35 $ 2.49 $ 2.36 $ 2.23 $ 2.31 Diluted $ (0.11) $ 0.34 $ 2.44 $ 2.33 $ 2.19 $ 2.28 Weighted Average common shares outstanding (thousands): Basic 173, , , , , ,029 Diluted 173, , , , , ,319 Supplemental information: Net income (loss) attributable to UGI Corporation: AmeriGas Propane $ (1.4) $ (4.5) $ 47.2 $ 53.4 $ 37.0 $ 52.4 UGI International (2.0) Midstream & Marketing UGI Utilities Corporate & Other (a) (29.3) (5.4) 38.9 Total net (loss) income attributable to UGI Corporation $ (19.0) $ 60.7 $ $ $ $ (a) Corporate & Other includes, among other things, net gains and (losses) on commodity and certain foreign currency derivative instruments not associated with current-period transactions and the elimination of certain intercompany transactions. (b) Income tax expense for the nine and twelve months ended June 30, 2017 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 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 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 June 30, Nine Months Ended June 30, Twelve Months Ended June 30, Net (loss) income attributable to UGI Corporation $ (19.0) $ 60.7 $ $ $ $ Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of ($12.6), $18.0, $22.2, $32.4, $3.3 and $29.2, respectively) (1)(2) 19.8 (29.6) (29.3) (55.6) (3.6) (48.5) Unrealized losses on foreign currency derivative instruments (net of tax of $(5.5), $0.0, $(5.6), $0.0, $(5.6) and $0.0, respectively) (2) Loss on extinguishments of debt (net of tax of $(0.4), $(3.9), $(6.1), $(3.9), $(7.3) and $(3.9), respectively) (2) Integration expenses associated with Finagaz (net of tax of $(2.4), $(1.7), $(7.5), $(5.9), $(12.2) and $(8.3), respectively) (2) Impact from change in French tax rate (27.4) (27.4) Adjusted net income attributable to UGI Corporation $ 16.6 $ 40.0 $ $ $ $ Adjusted diluted earnings per share (3): UGI Corporation (loss) earnings per share - diluted $ (0.11) $ 0.34 $ 2.44 $ 2.33 $ 2.19 $ 2.28 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (1) 0.10 (0.16) (0.17) (0.31) (0.02) (0.28) Unrealized losses on foreign currency derivative instruments Loss on extinguishments of debt (1) Integration expenses associated with Finagaz Impact from change in French tax rate (0.15) (0.15) Adjusted diluted earnings per share $ 0.09 $ 0.23 $ 2.31 $ 2.10 $ 2.26 $ 2.11 (1) Includes the impact of rounding. (2) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. (3) Adjusted diluted earnings per share for the three months ended June 30, 2017 are based upon fully diluted shares of million.

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

12 2 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. UGI Corporation Fiscal 2017 Third Quarter Results

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

14 4 Q3 Earnings Recap Results in line with historical third quarter levels despite temperatures that were 12%-23% warmer than normal Full year adjusted EPS is expected to remain at, or slightly below the low end of our guidance range of $2.30 to $2.45 FY17-Q3 FY16-Q3 FY16-Q3 FY17-Q3 FY16-Q3 International AmeriGas Midstream & Marketing Gas Utility colder warmer colder warmer colder warmer colder warmer -11.7% -7.5% -13.7% -6.1% -30.0% -10.7% -21.2% 11.9% 26.1% warmer 29.6% warmer 8.1% warmer 4.6% warmer VERSUS PRIOR YEAR FY17-Q3 3.0% -22.9% FY17-Q3 FY16-Q3 warmer colder UGI Corporation Fiscal 2017 Third Quarter Results 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 full year 2017 adjusted diluted earnings per share, a non-gaap measure, to diluted full year earnings per share, the most directly comparable GAAP measure, in reliance on the unreasonable efforts exception set forth in SEC rules. $0.23 $0.09 FY16 - Q3 FY17 - Q3 Adjusted EPS

15 5 Q3 Market Recap UGI Corporation Fiscal 2017 Third Quarter Results Filed rate case settlement with Pennsylvania Public Utility Commission If approved, rates would increase by $11.25 million and go into effect in mid-october Manning liquefaction facility placed into service AmeriGas completed three acquisitions in Q3, five YTD National Accounts and ACE volume well above prior-year levels Closed acquisition of Preem Gas in Sweden adding over 20mm gallons

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

17 7 FY16-Q3 FY17-Q3 Net income (loss) attributable to UGI Corporation (GAAP) $60.7 $ (19.0) Net (gains) losses on commodity derivative instruments1 (29.6) 19.8 Unrealized losses on foreign currency derivative instruments Loss on extinguishments of debt Integration expenses associated with Finagaz Adjusted net income attributable to UGI Corporation $40.0 $16.6 Q3 Adjusted Earnings FY16-Q3 FY17-Q3 UGI Corporation - Diluted Earnings (Loss) Per Share (GAAP) $.34 $(0.11) Net (gains) losses on commodity derivative instruments2 (0.16) 0.10 Unrealized losses on foreign currency derivative instruments Loss on extinguishments of debt Integration expenses associated with Finagaz Adjusted diluted earnings per share3 $0.23 $ Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates 2 Includes the effects of rounding 3 Adjusted diluted earnings per share for FY 17 Q3 is based upon fully diluted shares of million ($ millions, except per share amounts) UGI Corporation Fiscal 2017 Third Quarter Results

18 8 Ad ju st ed E P S $0.00 $0.25 Q3 FY16 AmeriGas UGI International Midstream & Marketing UGI Utilities Corp & Other Q3 FY17 $0.23 $0.00 $(0.11) $(0.02) $(0.01) $0.00 $0.09 Q3 Results Recap Weather warmer than the prior year in all business segments; International year-over-year change primarily due to higher LPG costs reducing parachute effect Adjusted EPS is a non-gaap measure. See appendix for reconciliation. UGI Corporation Fiscal 2017 Third Quarter Results 1 Includes $(0.01) Corporate & Other $0.13 $0.02 $0.04 $0.02 $0.07 $0.06 Q3-FY16 Q3-FY17 $0.091 $0.231 UGI International 8.1% warmer 4.6% warmer 26.1% warmer 29.6% warmer Adjusted EPS Year-over-year change in Adj. EPS Midstream & Marketing UGI Utilities AmeriGas Legend

19 9 FY16-Q3 FY17-Q3 Adjusted EBITDA $64.6 Retail Margin (7.3) Wholesale and Other Total Margin 1.4 Operating and Administrative Expenses* (2.7) Other Income and Expense, net 2.4 Adjusted EBITDA $58.4 Volume down 4% primarily due to warm weather April, the most significant shoulder month, was 11% warmer than last year Operating expenses increased due to a settlement with an insurance carrier partially offset by lower employee group insurance expenses Financial Results AmeriGas FY16-Q3 FY17-Q3 colder warmer (11.7)% (7.5)% Weather versus normal 4.6% warmer than prior year Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation. ($ millions) Total margin UGI Corporation Fiscal 2017 Third Quarter Results *Excluding impact of environmental accrual for MGP site ($7.5 million)

20 10 FY16-Q3 FY17-Q3 Income Before Taxes $27.7 Total Margin (42.7) Operating and Administrative Expenses 13.8 Depreciation and Amortization (3.7) Interest Expense 0.2 Other Income and Expense, net (0.5) Loss Before Taxes $(5.2) Integration Expenses Adjusted Income Before Taxes $32.2 $1.8 Volume down 6.7% due to weather that was 8.1% warmer than prior year Unit margin was down from last year due to prior year uplift resulting from parachute effect created by rapidly declining LPG prices in France Operating and administrative expenses decreased by $13.8 million due to synergies achieved with the Finagaz acquisition, lower maintenance & logistics expenses, and the translation effects of weaker currencies Financial Results UGI International Weather versus normal -6.2% -7.4% 8.1% warmer than prior year ($ millions) Adjusted Income Before Taxes is a non-gaap measure. UGI Corporation Fiscal 2017 Third Quarter Results FY16-Q3 FY17-Q3 colder warmer (6.1)% (13.7)%

21 Q3 YTD U G I F ran ce p e r G allo n Avg. Platt's Cost LPG Unit Margins Q3-16 Q3-17 UGI International LPG Costs and Unit Margins UGI Corporation Fiscal 2017 Third Quarter Results Unit Margin is a non-gaap measure. See appendix for reconciliation. Slight decrease in unit margins YTD but still above historical levels Propane costs 22% higher than prior year

22 12 FY16-Q3 FY17-Q3 Income Before Taxes $ 10.9 Total Margin (8.5) Operating and Administrative Expenses (0.4) Depreciation and Amortization (1.2) Interest Expense 0.1 Other Income and Expenses, net 2.4 Income Before Taxes $3.3 Lower margin reflects lower capacity management margin and slightly lower HVAC margin which was partially offset by higher storage and peaking margin Capacity management margin decrease due to higher fixed demand charges on increased capacity commitments and lower capacity prices Other income & expense includes AFUDC (Allowance for Funds Used During Construction) income of $1.9 million Financial Results Midstream & Marketing FY16-Q3 FY17-Q3 colder warmer 3.0% (22.9)% Weather versus normal 26.1% warmer than prior year ($ millions) UGI Corporation Fiscal 2017 Third Quarter Results

23 13 FY16-Q3 FY17-Q3 Income Before Taxes $20.7 Total Margin (1.2) Operating and Administrative Expenses (5.9) Depreciation and Amortization (1.3) Interest Expense (1.1) Other Income and Expense, net 6.3 Income Before Taxes $17.5 Financial Results Utilities FY16-Q3 FY17-Q3 colder warmer (21.2)% 11.9% Gas Utility weather versus normal 29.6% warmer than prior year ($ millions) Income before taxes down only $3.2 million despite weather that was nearly 30% warmer than last year Core customer throughput decreased 16%, however, total throughput increased ~7% due to higher large firm delivery service volume associated with a new gas-fired generation facility Operating and administrative expenses were up primarily due to higher customer account and distribution expenses Other income & expense includes insurance settlement of $5.8 million associated with out-of-state manufactured gas plant sites UGI Corporation Fiscal 2017 Third Quarter Results

24 14 Utilities Total Margin UGI Corporation Fiscal 2017 Third Quarter Results $80 $100 Q3 FY16 Core Market Throughput UGI Gas Rate Case Large Firm Delivery Other Q3 FY17 $94.8 $(5.8) $4.2 $1.3 $(0.9) $93.6 ($ millions) Weather impact largely offset by rate increase and large firm volume

25 A me riga s Third Quarter Recap Jerry Sheridan President & CEO, AmeriGas

26 16 The quarter ended 12% warmer than normal and 5% warmer than last year April was 17% warmer than normal and 11% warmer than April of last year Volume down 4% on 5% warmer weather Average propane costs were 28% higher than Q Unit margins up $0.01 despite increased propane costs Opex included $13 million of unusual charges. Exclusive of these, opex declined from last year. Fiscal year end EBITDA guidance expected to remain in the range of $550 million Adjusted EBITDA is a non-gaap measure. See appendix for reconciliation. Q3 Earnings Recap UGI Corporation Fiscal 2017 Third Quarter Results $64.6 $58.4 FY16 - Q3 FY17 - Q3 Adjusted EBITDA ($ in millions)

27 17 Growth Initiatives/Other UGI Corporation Fiscal 2017 Third Quarter Results Cylinder Exchange Volume up versus prior year Strong Fourth of July weekend that will contribute to Q4 results National Accounts Increased volume versus prior year On pace for record volume and earnings in FY 2017 Acquisitions Completed 3 acquisitions QTD (5 YTD) Liquidity / Capitalization Long-term debt refinancing is complete Available revolver capacity is ~$380 million

28 18 Conclusion and Q&A John Walsh President & CEO, UGI

29 19 Clear Path to Growth Sunbury pipeline now in service; fees commence in Q4 Steelton LNG storage and vaporization facility under construction; scheduled to be completed in early 2018 Awaiting FERC quorum in order for PennEast to complete remaining permits; anticipate construction beginning in 2018 MIDSTREAM & MARKETING UGI INTERNATIONAL Preem acquisition example of bolt-on growth opportunities available Will continue to seek opportunities to push geographic boundaries and expand gas marketing business UGI UTILITIES Robust investment at our Gas Utility; capital expenditures to exceed $300 million this year Will add ~14,000 new residential and heating customers New IT system to be rolled out by September AMERIGAS Pipeline of acquisition targets remains strong Have added ~6 million gallons through M&A YTD Investments in technology will continue to yield cost savings UGI Corporation Fiscal 2017 Third Quarter Results

30 20 APPENDIX

31 21 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 UGI Corporation Fiscal 2017 Third Quarter Results

32 22 UGI Adjusted Net Income and EPS UGI Corporation Fiscal 2017 Third Quarter Results Three Months Ended June 30, 2017 (millions) Total AmeriGas Propane UGI International Midstream & Marketing UGI Utilities Corporate & Other Adjusted net income attributable to UGI Corporation: Net (loss) income attributable to UGI Corporation (19.0)$ $ (1.4) $ (2.0) $ 3.0 $ 10.7 $ (29.3) Net losses on commodity derivative instruments not associated with current period transactions (net of tax of ($12.6))(a) Unrealized losses on foreign currency derivative instruments (net of tax of $(5.5))(a) Loss on extinguishment of debt (net of tax of ($0.4)) (a) Integration expenses associated with Finagaz (net of tax of $(2.4))(a) Adjusted net income (loss) attributable to UGI Corporation 16.6$ (0.7)$ 2.6$ 3.0$ 10.7$ 1.0$ Adjusted diluted earnings per share: UGI Corporation (loss) earnings per share - diluted (0.11)$ $ (0.01) $ (0.01) $ 0.02 $ 0.06 $ (0.17) Net losses on commodity derivative instruments not associated with current period transactions (b) Unrealized losses on foreign currency derivative instruments Loss on extinguishment of debt (b) Integration expenses associated with Finagaz Adjusted diluted earnings (loss) per share (c) 0.09$ $ - $ 0.02 $ 0.02 $ 0.06 $ (0.01) Three Months Ended June 30, 2016 (millions) Total AmeriGas Propane UGI International Midstream & Marketing UGI Utilities Corporate & Other Adjusted net income attributable to UGI Corporation: Net income (loss) attributable to UGI Corporation 60.7$ $ (4.5) $ 19.2 $ 6.8 $ 12.6 $ 26.6 Net gains on commodity derivative instruments not associated with current period transactions (net of tax of $18.0) (a) (29.6) (29.6) Loss on extinguishments of debt (net of tax of ($3.9)) (a) Integration expenses associated with Finagaz (net of tax of $(1.7)) (a) Adjusted net income (loss) attributable to UGI Corporation 40.0$ 1.6$ 22.0$ 6.8$ 12.6$ (3.0)$ Adjusted diluted earnings per share: UGI Corporation earnings (loss) per share - diluted 0.34$ $ (0.03) $ 0.11 $ 0.04 $ 0.07 $ 0.15 Net gains on commodity derivative instruments not associated with current period transactions (b) (0.16) (0.16) Loss on extinguishment of debt In egration expenses associated with Finagaz Adjusted diluted earnings (loss) per share 0.23$ $ - $ 0.13 $ 0.04 $ 0.07 $ (0.01) (a) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates (b) Includes effects of rounding (c) Adjusted diluted earnings per share for three months ended June 30, 2017 is based upon fully diluted shares of million

33 23 Fiscal Third Quarter Adjusted Net Income Three Months Ended June 30 (millions, except per share amounts) Adjusted net income attributable to UGI Corporation: Net (loss) income attributable to UGI Corporation (19.0)$ 60.7$ 9.6$ 20.6$ 9.1$ Net losses on commodity derivative instruments not associated with current period transactions (net of tax of $(12.6), $18.0, $2.3, $2.6, $(2.4), respectively)(a) 19.8 (29.6) (4.9) (3.5) 3.3 Unrealized losses on foreign currency derivative instruments (net of tax of $(5.5))(a) Loss on extinguishment of debt (net of tax of $(0.4), $(3.9), $(5.7), respectively) (a) Integration expenses associated with Finagaz (net of tax of $(2.4), $(1.7), $(2.0), respectively)(a) Adjusted net income attributable to UGI Corporation 16.6$ 40.0$ 12.4$ 17.1$ 12.4$ Adjusted diluted earnings per share: UGI Corporation (loss) earnings per share - diluted (0.11)$ 0.34$ 0.05$ 0.12$ 0.05$ Net losses (gains) on commodity derivative instruments not associated with current period transactions (b) 0.10 (0.16) (0.03) (0.02) 0.02 Unrealized losses on foreign currency derivative instruments Loss on extinguishment of debt (b) Integration expenses associated with Finagaz A just d diluted earnings per share (c) 0.09$ 0.23$ 0.07$ 0.10$ 0.07$ (a) Income taxes associated with pre-tax amounts determined using statutory business unit tax rates (b) Includes effects of rounding associated with per share amounts ( c) Adjusted diluted earning per share for three months ended June 30, 2017 is based upon fully diluted shares of million

34 Adjusted Net Income Year Ended September 30, (Million of dollars, except per share amounts) 2016 NON-GAAP RECONCILIATION: Adjusted net income attributable to UGI Corporation: Net income attributable to UGI Corporation 364.7$ Net (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $13.5 (1) (2) (29.9) Integration and acquisition expenses associated with Finagaz (net of tax of $(10.6)) (2) 17.3 Loss on extinguishments of debt (net of tax of $(5.0)) (2) 7.9 Adjusted net income attributable to UGI Corporation 360.0$ Adjusted earnings per common share attributable to UGI stockholders: UGI Corporation earnings per share - diluted 2.08$ Net (gains) on commodity derivative instruments not associated with current-period transactions (1) (0.17) Int gration and acquisition expenses associated with Finagaz 0.10 Loss on extinguishments of debt 0.04 Adjusted diluted earnings per share 2.05$ (2) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rate. (1) Includes the effects of rounding.

35 25 UGI France Unit Margins UGI Corporation Fiscal 2017 Third Quarter Results Year Ended September 30, (thousands) Q3YTD LPG revenues 1,083,666$ 1,244,753$ 1,169,610$ 942,511$ 1,160,013$ 937,814$ LPG cost of sales (650,305) (774,097) (727,029) (471,511) (418,358) (363,757) Adjustment for Commodity Mark-to-Market loss (gain) ,944 (14,071) 5,433 Total adjusted LPG margin (USD) 433,361$ 470,656$ 442,581$ 480,944$ 727,584$ 579,490$ Foreign Currency Exchange Rates (Euro/USD) Total adjusted LPG margin (Euro) 332, , , , , ,565 Total Retail Tons Sold Average Adjusted Propane Margin per Ton Gallons/ton Total Retail Gallons Sold 296, , , , , ,120 Average Adjusted LPG Margin per Gallon

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, 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 UGI Corporation Fiscal 2017 Third Quarter Results

37 27 AmeriGas EBITDA and Adjusted EBITDA UGI Corporation Fiscal 2017 Third Quarter Results EBITDA and Adjusted EBITDA: (numbers in millions) Net loss attributable to AmeriGas Partners, L.P. (33.1)$ (46.8)$ Income tax expense Interest expense Depreciation Amortization EBITDA (Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions (27.8) 6.0 Loss on extinguishments of debt MGP environmental accrual Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions and MGP environmental accrual 0.2 (0.1) Adjusted EBITDA 64.6$ 58.4$ Forecast Fiscal Year Ending (numbers in thousands) September 30, 2017 Adjusted EBITDA (estimate) $ 550,000 Interest expense (estimate) 160,000 Income tax expense (estimate) 2,000 Depreciation (estimate) 138,000 Amortization (estimate) 42,000 Three Months Ended June 30,

38 28 Investor Relations: Will Ruthrauff

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