8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 12, 2018

UGI Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	1-11071	23-2668356
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
460 No. Gulph Road, King of Prussia, Pennsylvania		19406
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 610 337-7000

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 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b 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.  ¨

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2018, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter and year ended September 30, 2018. 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 12, 2018 press release, the Company also announced earnings guidance for the fiscal year ending September 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

On November 13, 2018, 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, 2018.

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 7.01. 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 12, 2018.
99.2	Presentation of UGI Corporation dated November 13, 2018.

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 13, 2018	By:	/s/ G. Gary Garcia
	Name:	G. Gary Garcia
	Title:	Treasurer

EXHIBIT INDEX

The Following Exhibits Are Furnished:

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of UGI Corporation dated November 12, 2018.
99.2	Presentation of UGI Corporation dated November 13, 2018.

EX-99.1

Press Release

UGI Reports Record Fiscal 2018 Results

Issues 2019 Guidance

NOVEMBER 12, 2018

VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) today reported financial results for the fiscal year ended September 30, 2018.

HIGHLIGHTS

• GAAP EPS of $4.06 per diluted share and adjusted EPS of $2.74 per diluted share

• Fiscal 2018 GAAP EPS results include $1.00 of deferred tax remeasurements associated with the Tax Cuts and Jobs Act ("TCJA") and tax legislation in France and $0.20 of current year impact associated with such tax legislation. Adjusted results exclude the $1.00 impact

• Normal weather domestically, warmer-than-normal weather internationally

• Issued adjusted diluted EPS guidance of $2.75 - $2.95 for the fiscal year ending September 30, 2019

"We are pleased to report record adjusted EPS for the third consecutive year," said John L. Walsh, president and chief executive officer of UGI Corporation. "This year demonstrated our ability to remain focused on long-term objectives without sacrificing on day- to-day execution. We deployed record levels of capital, expanded our Marcellus infrastructure network, continued our strong history of acquisition and integration internationally, achieved record results from our ACE and National Accounts growth programs at AmeriGas, and rolled out technology programs to drive efficiency and enhance the customer experience. Our teams accomplished these goals while meeting the operational demands of cold weather periods domestically and the execution challenges of warm weather abroad. UGI remains well-positioned to meet our commitments to the customers and communities we serve and add significant long-term value for our shareholders."

STRATEGIC ACCOMPLISHMENTS    

• UGI Utilities spent a record $340 million of capital, added over 14,000 residential and commercial heating customers, filed a base rate request for the Electric Division (approved, and effective on October 27, 2018), received regulatory approval for the merger of the three natural gas utilities, completed the design phase and began the build of UNITE Phase 2, its Accounting System replacement.

• Midstream & Marketing acquired the Texas Creek midstream and Endless Mountain gas gathering systems, completed the Steelton LNG storage and vaporization unit, received the Final Environmental Impact Statement from the FERC for the PennEast pipeline, and acquired a 44 megawatt natural gas turbine adding capacity to the Hunlock site.

• UGI International completed the Finagaz integration on time and achieved higher-than-expected synergies, integrated LPG distribution businesses in Sweden and in Italy and an energy marketer ("DVEP") in the Netherlands, centralized European supply, continued to build-out a new cylinder distribution model, and launched a natural gas marketing business in the U.K.

• AmeriGas achieved record volumes from ACE and National Accounts programs, continued to reduce distribution costs and optimize delivery routing, launched AmeriMobile platform for service business, and deployed technology-enabled solutions to enhance the customer experience.

• UGI Corporation increased its dividend for the 31st consecutive year.

2019 OUTLOOK

1

UGI provided an adjusted EPS guidance range of $2.75-$2.95 per diluted share for the fiscal year ending September 30, 2019 ¹. This guidance range assumes normal weather, based upon a 15-year average, and excludes mark-to-market gains and losses on commodity and certain foreign currency derivative instruments.

EARNINGS CALL and WEBCAST

UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss fiscal 2018 earnings and other current activities at 9:00 AM ET on Tuesday, November 13, 2018. Interested parties may listen to the audio webcast both live and in replay on the Internet at http://www.ugicorp.com/investor-relations/events-and-presentations/default.aspx or at the company website http://www.ugicorp.com under Investor Relations. A telephonic replay will be available from 12:00 PM ET on November 13 through 11:59 PM ET on November 20. The replay may be accessed at (855) 859-2056, and internationally at 1-404-537-3406, conference ID 8897959.

CONTACT INVESTOR RELATIONS

610-337-1000

Brendan Heck, ext. 6608

Shelly Oates, ext. 3202

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, the District of Columbia and internationally in France, Belgium, the Netherlands and the UK. 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.

Comprehensive information about UGI Corporation is available on the Internet at http://www.ugicorp.com.

USE OF NON-GAAP MEASURES

Management uses "adjusted net income attributable to UGI Corporation" 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 Corporation 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 such derivative instruments), losses associated with extinguishments of debt, Finagaz integration expenses, impairments of tradenames and trademarks at AmeriGas, and the remeasurement impact on net deferred tax liabilities from changes in U.S. and French tax rates. 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.

Tables on the last page reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above.

¹Because 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 and certain foreign currency derivative instruments we cannot reconcile fiscal year 2019 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.

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, continued analysis of recent tax legislation, 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), the timing of development of 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.

2

SEGMENT RESULTS ($ in millions, except where otherwise indicated)

AmeriGas Propane

For the year ended September 30,	2018			2017			Increase (Decrease)
Revenues	$	2,823.0		$	2,453.5		$	369.5		15.1	%
Total margin (a)	$	1,508.3		$	1,450.6		$	57.7		4.0	%
Partnership operating and administrative expenses	$	923.1		$	915.1		$	8.0		0.9	%
Impairment of Partnership tradenames and trademarks	$	75.0		$	—		$	75.0		N.M
Operating income	$	347.2		$	355.3		$	(8.1	)	(2.3	)%
Partnership Adjusted EBITDA	$	605.5		$	551.3		$	54.2		9.8	%
Retail gallons sold (millions)	1,081.3			1,046.9			34.4			3.3	%
Heating degree days - % colder (warmer) than normal	0.3		%	(11.3		)%
Capital expenditures	$	101.3		$	98.1		$	3.2		3.3	%

N.M. - variance is not meaningful

• Retail gallons sold increased 3%, primarily due to weather that was near normal and 13% colder than Fiscal 2017.

• Total margin increased $58 million primarily reflecting higher retail volumes sold ($57 million), and slightly higher non-propane total margin ($1 million).

• Partnership operating and administrative expenses increased $8 million (including the effects of an $8 million MGP accrual in Fiscal 2017) largely reflecting higher compensation and benefits costs associated with increased activity ($20 million), higher vehicle expenses ($11 million), and higher outside services expense ($6 million). These increases in operating expenses were partially offset by lower general insurance and self-insured casualty and liability expense, lower provision for uncollectible accounts and lower travel and entertainment expenses.

• Partnership Adjusted EBITDA increased $54 million principally reflecting the higher total adjusted margin and higher other operating income partially offset by the higher operating and administrative expense.

• Recorded a $75 million non-cash impairment charge in Fiscal 2018 associated with a plan to discontinue the use of Heritage tradenames and trademarks.

UGI International

For the year ended September 30,	2018			2017			Increase (Decrease)
Revenues	$	2,683.8		$	1,877.5		$	806.3		42.9	%
Total margin (a)	$	1,063.7		$	942.2		$	121.5		12.9	%
Operating and administrative expenses	$	703.2		$	626.2		$	77.0		12.3	%
Operating income	$	223.1		$	195.7		$	27.4		14.0	%
Income before income taxes	$	188.8		$	175.0		$	13.8		7.9	%
Finagaz integration expenses	$	30.5		$	39.9		$	(9.4	)	(23.6	)%
Adjusted income before income taxes	$	219.3		$	214.9		$	4.4		2.0	%
LPG retail gallons sold (millions)	886.3			827.9			58.4			7.1	%
Heating degree days - % colder (warmer) than normal	(5.3		)%	0.7		%
Capital expenditures	$	111.4		$	90.3		$	21.1		23.4	%

Base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. Although the British pound sterling and the euro during much of Fiscal 2018 were stronger than during Fiscal 2017, the translation effects of these currencies did not negatively impact UGI International net income due to losses on foreign currency exchange contracts.

• Total retail LPG gallons sold increased due to the October 2017 acquisition of UniverGas. Our existing businesses' retail volumes were slightly lower than Fiscal 2017 reflecting temperatures that were 6% warmer than the prior year.

• Total margin increased $122 million in Fiscal 2018 due to translation effects of the stronger euro and British pound sterling (approximately $80 million) and $58 million of incremental margin from UniverGas and DVEP.

3

• Operating and administrative expenses increased $77 million in Fiscal 2018 principally reflecting the translation effects of the stronger euro and British pound sterling on local currency expenses (approximately $45 million) and $39 million of incremental expenses from UniverGas and DVEP. Our existing businesses' local currency operating and administrative expenses were slightly lower than the prior year.

• Operating income increased $27 million reflecting the increased total margin offset by the higher operating and administrative expenses and higher depreciation and amortization expenses.

Midstream & Marketing

For the year ended September 30,	2018			2017			Increase (Decrease)
Revenues	$	1,421.7		$	1,121.2		$	300.5		26.8	%
Total margin (a)	$	330.9		$	264.5		$	66.4		25.1	%
Operating and administrative expenses	$	114.0		$	95.6		$	18.4		19.2	%
Operating income	$	173.9		$	139.2		$	34.7		24.9	%
Income before income taxes	$	176.3		$	141.4		$	34.9		24.7	%
Heating degree days - % (warmer) than normal	(1.5		)%	(12.1		)%
Capital expenditures	$	43.1		$	117.5		$	(74.4	)	(63.3	)%

• Total margin increased $66 million due to higher total margin from midstream assets, principally the result of higher natural gas gathering, capacity management and peaking total margin, and higher electricity generation total margin.

• Operating and administrative expenses increased $18 million reflecting higher compensation and benefits expense and higher expenses associated with greater peaking, LNG, and gas gathering activities.

• Operating income increased $35 million primarily due to the higher total margin ($66 million), partially offset by higher operating and administrative expenses ($17 million), higher depreciation expense ($8 million), and a decrease in other operating income ($5 million) primarily due to the absence of AFUDC income associated with the Sunbury Pipeline project that was recorded in Fiscal 2017.

• The $35 million increase in income before income taxes reflects higher operating income and slightly higher AFUDC income associated with the PennEast pipeline equity investment partially offset by slightly higher interest expense.

• Capital expenditures decreased $74 million largely reflecting the completion of the Sunbury Pipeline and Manning LNG facility in the prior year and lower expenditures on the Steelton LNG facility in Fiscal 2018.

UGI Utilities

For the year ended September 30,	2018			2017			Increase
Revenues	$	1,092.4		$	887.6		$	204.8	23.1	%
Total margin (a)	$	564.5		$	515.6		$	48.9	9.5	%
Operating and administrative expenses	$	244.6		$	223.2		$	21.4	9.6	%
Operating income	$	237.5		$	228.3		$	9.2	4.0	%
Income before income taxes	$	194.6		$	188.1		$	6.5	3.5	%
Adjusted net income attributable to UGI Corporation	$	140.9		$	116.0		$	24.9	21.5	%
Gas Utility system throughput - billions of cubic feet
Core market	80.2			70.4			9.8		13.9	%
Total	264.0			243.1			20.9		8.6	%
Gas Utility Heating degree days - % (warmer) than normal	(2.1		)%	(11.1		)%
Capital expenditures	$	338.5		$	317.7		$	20.8	6.5	%

• Gas Utility core market throughput increased 14% reflecting temperatures that were 10% colder than the prior year and growth in the number of core market customers.

• Total margin increased $49 million principally reflecting higher total margin from Gas Utility core market throughput ($45 million), an increase in PNG base rates effective October 20, 2017 ($9 million), and higher large firm delivery service total margin ($16 million). Total margin was reduced by $23 million as a result of the PA PUC's May 17, 2018 Order regarding the effects of the TCJA but had no impact on net income which reflects an associated decrease in income taxes.

4

• Operating and administrative expenses increased $21 million primarily reflecting higher uncollectible accounts ($10 million), higher contractor and outside services ($5 million), higher IT maintenance and consulting ($4 million) and higher compensation and benefits ($3 million) expenses.

• Net Income attributable to UGI corporation increased primarily due to the higher total margin excluding the impact of the PA PUC's May 17, 2018 Order partially offset by the higher operating and administrative expenses, greater depreciation and amortization expenses and lower other income.

(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 certain revenue-related taxes.

5

REPORT OF EARNINGS - UGI CORPORATION

($ millions, except per share) Unaudited	Three Months Ended September 30,						Twelve Months Ended September 30,
	2018 (a)			2017			2018 (a)			2017
Revenues:
AmeriGas Propane	$	467.0		$	445.2		$	2,823.0		$	2,453.5
UGI International	456.4			366.4			2,683.8			1,877.5
Midstream & Marketing	264.7			204.9			1,421.7			1,121.2
UGI Utilities	126.1			119.6			1,092.4			887.6
Corporate & Other (b)	(41.1		)	(22.2		)	(369.7		)	(219.1		)
Total revenues	$	1,273.1		$	1,113.9		$	7,651.2		$	6,120.7
Operating income (loss):
AmeriGas Propane (c)	$	(12.6	)	$	(18.5	)	$	347.2		$	355.3
UGI International	(10.8		)	(14.7		)	223.1			195.7
Midstream & Marketing	6.7			4.6			173.9			139.2
UGI Utilities	2.2			2.0			237.5			228.3
Corporate & Other (b)	68.8			54.2			82.4			85.7
Total operating income	54.3			27.6			1,064.1			1,004.2
Income from equity investees	1.3			1.3			4.3			4.3
Loss on extinguishments of debt	—			—			—			(59.7		)
Gain (loss) on foreign currency contracts, net	6.4			(7.8		)	16.2			(23.9		)
Interest expense:
AmeriGas Propane	(41.1		)	(39.6		)	(163.1		)	(160.2		)
UGI International	(4.8		)	(5.4		)	(21.1		)	(20.6		)
Midstream & Marketing	(0.3		)	(0.5		)	(2.4		)	(2.1		)
UGI Utilities	(10.9		)	(9.7		)	(42.9		)	(40.2		)
Corporate & Other, net (b)	(0.2		)	(0.3		)	(0.6		)	(0.4		)
Total interest expense	(57.3		)	(55.5		)	(230.1		)	(223.5		)
Income (loss) before income taxes	4.7			(34.4		)	854.5			701.4
Income tax (expense) benefit (d)	(12.5		)	17.7			(32.1		)	(177.6		)
Net (loss) income including noncontrolling interests	(7.8		)	(16.7		)	822.4			523.8
Add net loss (deduct net income) attributable to noncontrolling interests, principally in AmeriGas Partners, L.P.	32.2			21.7			(103.7		)	(87.2		)
Net income attributable to UGI Corporation	$	24.4		$	5.0		$	718.7		$	436.6
Earnings per share attributable to UGI shareholders:
Basic	$	0.14		$	0.03		$	4.13		$	2.51
Diluted	$	0.14		$	0.03		$	4.06		$	2.46
Weighted Average common shares outstanding (thousands):
Basic	174,391			173,769			173,908			173,662
Diluted	177,506			177,175			176,905			177,159
Supplemental information:
Net income (loss) attributable to UGI Corporation:
AmeriGas Propane	$	(5.5	)	$	(2.6	)	$	174.7		$	44.6
UGI International	(6.4		)	(7.0		)	138.6			158.6
Midstream & Marketing	2.4			3.8			196.8			86.9
UGI Utilities	(5.6		)	(4.1		)	148.9			116.0
Corporate & Other (b)	39.5			14.9			59.7			30.5
Total net income attributable to UGI Corporation	$	24.4		$	5.0		$	718.7		$	436.6

(a) Results for the three and twelve months ended September 30, 2018, include the impacts of the TCJA in the U.S.

(b) 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.

(c) AmeriGas operating income for the twelve months ended September 30, 2018 includes an impairment charge of $75.0 million as a result of a plan to discontinue use of Heritage tradenames and trademarks.

(d) Income tax expense for the three months and twelve months ended September 30, 2018 includes (1) (expenses) benefits from adjustments to tax-related amounts resulting from the TCJA enacted on December 22, 2017 of $(5.8) million and $166.3 million, respectively, and (2) (expenses) benefits from adjustments to net deferred income tax liabilities in France as a result of tax legislation in France of $(1.4) million and $12.1 million, respectively. Income tax expense for the three and twelve months ended September 30, 2017 includes (1) benefits from adjustments to net deferred income tax liabilities in France as a result of tax legislation in France of $1.6 million and $29.0 million, respectively and (2) a $7.6 million decrease in foreign tax credit valuation allowance. Income tax expense for the twelve months ended September 30, 2017 also includes an income tax settlement refund of $6.7 million, plus interest, in France.

6

Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share

(unaudited)

Fiscal Year Ended September 30, 2018	AmeriGas Propane			UGI International			Midstream & Marketing			UGI Utilities			Corporate & Other			Total
Adjusted net income attributable to UGI Corporation (millions):
Net income attributable to UGI Corporation	$	174.7		$	138.6		$	196.8		$	148.9		$	59.7		$	718.7
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $26.7) (a)	—			—			—			—			(68.1		)	(68.1		)
Unrealized gains on foreign currency derivative instruments (net of tax of $9.3) (a)	—			—			—			—			(19.6		)	(19.6		)
Integration expenses associated with Finagaz (net of tax of $(12.0)) (a)	—			18.5			—			—			—			18.5
Impairment of Partnership tradenames and trademarks (net of tax of $(5.8)) (a)	14.5			—			—			—			—			14.5
Impact from December 2017 French Finance Bills	—			(12.1		)	—			—			—			(12.1		)
Remeasurement impact from TCJA	(112.9		)	8.1			(70.1		)	(8.0		)	16.6			(166.3		)
Adjusted net income (loss) attributable to UGI Corporation	$	76.3		$	153.1		$	126.7		$	140.9		$	(11.4	)	$	485.6
Adjusted diluted earnings per share:
UGI Corporation earnings per share – diluted	$	0.99		$	0.78		$	1.11		$	0.84		$	0.34		$	4.06
Net gains on commodity derivative instruments not associated with current-period transactions (b)	—			—			—			—			(0.39		)	(0.39		)
Unrealized gains on foreign currency derivative instruments	—			—			—			—			(0.11		)	(0.11		)
Integration expenses associated with Finagaz	—			0.10			—			—			—			0.10
Impairment of Partnership tradenames and trademarks	0.08			—			—			—			—			0.08
Impact from December 2017 French Finance Bills	—			(0.07		)	—			—			—			(0.07		)
Remeasurement impact from TCJA (b)	(0.64		)	0.06			(0.39		)	(0.04		)	0.08			(0.93		)
Adjusted diluted earnings (loss) per share	$	0.43		$	0.87		$	0.72		$	0.80		$	(0.08	)	$	2.74

Fiscal Year Ended September 30, 2017	AmeriGas Propane		UGI International			Midstream & Marketing		UGI Utilities		Corporate & Other			Total
Adjusted net income attributable to UGI Corporation (millions):
Net income attributable to UGI Corporation	$	44.6	$	158.6		$	86.9	$	116.0	$	30.5		$	436.6
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $31.9) (a)	—		—			—		—		(51.2		)	(51.2		)
Unrealized losses on foreign currency derivative instruments (net of tax of $(9.9)) (a)	—		—			—		—		13.9			13.9
Loss on extinguishments of debt (net of tax of $(6.1)) (a)	9.6		—			—		—		—			9.6
Integration expenses associated with Finagaz (net of tax of $(13.7)) (a)	—		26.2			—		—		—			26.2
Impact from December 2016 French Finance Bills	—		(29.0		)	—		—		—			(29.0		)
Adjusted net income (loss) attributable to UGI Corporation	$	54.2	$	155.8		$	86.9	$	116.0	$	(6.8	)	$	406.1
Adjusted diluted earnings per share:
UGI Corporation earnings per share – diluted	$	0.25	$	0.89		$	0.49	$	0.66	$	0.17		$	2.46
Net gains on commodity derivative instruments not associated with current-period transactions	—		—			—		—		(0.29		)	(0.29		)
Unrealized losses on foreign currency derivative instruments	—		—			—		—		0.08			0.08
Loss on extinguishments of debt	0.05		—			—		—		—			0.05
Integration expenses associated with Finagaz	—		0.15			—		—		—			0.15
Impact from December 2016 French Finance Bills	—		(0.16		)	—		—		—			(0.16		)
Adjusted diluted earnings (loss) per share	$	0.30	$	0.88		$	0.49	$	0.66	$	(0.04	)	$	2.29

(a) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.

(b) Includes the effects of rounding.

7

EX-99.2

Fiscal 2018 Results and Fiscal 2019 Outlook November 13, 2018 John L. Walsh President & CEO, UGI Corporation Ted J. Jastrzebski Chief Financial Officer, UGI Corporation Hugh J. Gallagher President & CEO, AmeriGas Partners 1

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, continued analysis of recent tax legislation, 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 2018 Results 2

Fiscal Year Recap John L. Walsh President & CEO, UGI 3

Fiscal Year Earnings Recap Adjusted EPS • Adjusted EPS up 20% versus last year • Growth initiatives across business units continue to drive record results $2.74 • Infrastructure investments in the Marcellus Shale $2.29 • Record capital deployment at Utilities • Growth initiatives at AmeriGas and UGI International • Favorable weather domestically • Lower U.S. federal tax rate as result of the Tax Cuts and Jobs Act FY 2017 FY 2018 UGI Corporation | Fiscal 2018 Results Adjusted EPS is a non-GAAP measure. See Appendix for reconciliation. 4

Fiscal Year Overview • Midstream & Marketing acquired Texas Creek and the Endless Mountain gathering systems, completed the Steelton LNG storage and vaporization unit, and received its Final Environmental Impact Statement from the FERC for the PennEast pipeline • UGI Utilities spent a record $340 million in capital, added over14,000 new residential and commercial heating customers, and received regulatory approval for the merger of the three gas utilities • AmeriGas delivered record volume and earnings results in ACE & National Accounts programs, continued to reduce distribution costs and optimize delivery routing, and deployed technology-enabled solutions to enhance the customer experience • UGI International completed the Finagaz integration on time and achieved higher-than-anticipated synergies, integrated LPG distribution businesses in Sweden and Italy and an energy marketer (DVEP) in the Netherlands, centralized European supply, and launched natural gas marketing business in the U.K. UGI Corporation | Fiscal 2018 Results Adjusted EBITDA is a non-GAAP measure. See Appendix for reconciliation. 5

Fiscal Year Financial Review Ted J. Jastrzebski Chief Financial Officer, UGI 6

FY Adjusted Earnings FY 2017 FY 2018 ($ millions, except per share amounts) Net income attributable to UGI Corporation (GAAP) $436.6 $718.7 Net gains on commodity derivative instruments1&2 (51.2) (68.1) Unrealized losses (gains) on foreign currency derivative instruments1 13.9 (19.6) Integration expenses associated with Finagaz1 26.2 18.5 Impairment of Partnership tradenames and trademarks1 - 14.5 Loss on extinguishment of debt 1 9.6 - Impact from French Finance Bills (29.0) (12.1) Impact from Tax Cuts and Jobs Act - (166.3) Adjusted net income attributable to UGI Corporation $406.1 $485.6 FY 2017 FY 2018 UGI Corporation – Diluted Earnings Per Share (GAAP) $2.46 $4.06 Net gains on commodity derivative instruments (0.29) (0.39) Unrealized losses (gains) on foreign currency derivative instruments 0.08 (0.11) Integration expenses associated with Finagaz 0.15 0.10 Impairment of Partnership tradenames and trademarks - 0.08 Loss on extinguishment of debt 0.05 - Impact from French Finance Bills (0.16) (0.07) Impact from Tax Cuts and Jobs Act - (0.93) Adjusted diluted earnings per share $2.29 $2.74 1 Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates 7 UGI Corporation | Fiscal 2018 Results 2 Includes the effects of rounding

FY 2018 Results Recap Adjusted EPS growth of 20% over FY 2017 Adjusted EPS $3.00 $0.14 $2.74 $2.742 $0.23 $(0.04) $2.291 $0.13 $0.80 $2.29 UGI Utilities $(0.01) $0.66 $0.72 Midstream & $0.49 Marketing Adjusted EPS Adjusted 13.0% 5.9% 12.0% 10.1% UGI $0.87 colder warmer colder colder $0.88 International than prior year $0.30 AmeriGas $0.43 $1.00 2017 AmeriGas UGI Midstream & UGI Utilities Corp & Other 2018 FY17 FY18 International Marketing UGI Corporation | Fiscal 2018 Results Adjusted EPS is a non-GAAP measure. See appendix for reconciliation. 1 Includes $(0.04) Corporate & Other 8 2 Includes $(0.08) Corporate & Other

Financial Results – AmeriGas Weather versus normal ($ millions) FY 2017 FY 2018 colder Adjusted EBITDA $551.3 Retail Margin 56.6 Total Wholesale and Other Total Margin 1.1 margin Partnership Operating and Administrative Expenses (15.5) (11.3)% 0.3% Other Income, net 12.0 Adjusted EBITDA $605.5 (9.6)% Item Primary Drivers Volume ↑ Near normal temperatures FY 2017 FY 2018 Total Margin ↑ Higher retail volumes and slightly higher retail propane unit margins warmer Operating and Admin Expenses ↑ Excludes the effects of $7.5 million MGP accrual in 2017, primarily higher compensation and vehicle expenses 13.0% colder than prior year Other Income, net ↑ Reflects the absence of an $8.8 million negative adjustment recorded in FY 2017 to correct previously recorded gains on sales of fixed assets UGI Corporation | Fiscal 2018 Results Adjusted EBITDA is a non-GAAP measure. See appendix for reconciliation. 9

Financial Results – UGI International ($ millions) FY 2017 FY 2018 Income Before Taxes $175.0 Weather versus normal Total Margin 121.5 colder Operating and Administrative Expenses (77.0) Depreciation and Amortization (23.2) Interest Expense (0.5) Other Income, net (7.0) FY 2017 FY 2018 Income Before Taxes $188.8 -7.4% -6.2% Integration Expenses 39.9 30.5 0.7% (5.3)% Adjusted Income Before Taxes $214.9 $219.3 Item Primary Drivers LPG Volume ↑ Acquisition of UniverGas in Italy; volume from existing businesses down slightly on weather that was 6% warmer than last year warmer Total Margin ↑ Stronger Fx rates and incremental margin from acquisitions 5.9% warmer than prior year Operating and Admin Expenses ↑ Stronger Fx rates, incremental expenses from acquisitions, slightly higher distribution costs and higher compliance costs Depreciation and Amortization ↑ Stronger Fx rates, incremental D&A from acquisitions Other Income, net ↓ Higher realized losses on foreign currency exchange contracts 10 UGI Corporation | Fiscal 2018 Results Adjusted Income Before Taxes is a non-GAAP measure.

Financial Results – Midstream & Marketing Weather versus ($ millions) FY 2017 FY 2018 normal Income Before Taxes $141.4 colder Total Margin 66.4 Operating and Administrative Expenses (18.4) Depreciation and Amortization (8.1) Interest Expense (0.3) (12.1)% (1.5)% Other Income, net (4.5) Income Before Taxes $176.3 Item Primary Drivers Total Margin ↑ Higher gathering, capacity management and peaking margin, and electricity FY 2017 FY 2018 generation on colder weather warmer Operating and Admin Expenses ↑ Higher compensation and benefit expenses and greater expenses 12.0% colder than associated with peaking, LNG, and gathering activities prior year Depreciation and Amortization ↑ Incremental expense from expansion of pipeline, gathering, LNG, and peaking assets Other Income, net ↓ FY 2017 includes AFUDC income associated with the Sunbury Pipeline UGI Corporation | Fiscal 2018 Results 11

Financial Results – Utilities ($ millions) FY 2017 FY 2018 Gas Utility weather versus Income Before Taxes $188.1 normal Total Margin 73.0 colder Impact of PA PUC Order (23.0) Operating and Administrative Expenses (21.4) Depreciation and Amortization (12.3) Interest Expense (2.7) (11.1)% (2.1)% Other Income, net (7.1) (21.2)% Income Before Taxes $194.6 Item Primary Drivers Volume ↑ Colder weather and customer growth FY 2017 FY 2018 warmer Total Margin ↑ Higher core market and large firm delivery throughput, increase in PNG base rates Operating and Admin Expenses ↑ Higher uncollectible accounts expense, higher contractor expense, higher IT 10.1% colder than maintenance and consulting expense prior year Depreciation and Amortization ↑ Increased distribution system and IT capital expenditure Other Income, net ↓ FY 2017 includes income from environmental insurance settlement of $5.8 million UGI Corporation | Fiscal 2018 Results 12

AmeriGas Fiscal Year Recap Hugh J. Gallagher President & CEO, AmeriGas AmeriGas 13

AmeriGas FY 2018 Earnings Recap Adjusted EBITDA1 $185.1 ($ in millions) • Adjusted EBITDA increased 10% compared to $605.5$551.2 FY 2017 • Volume up 4% due to cold December and cool $551.3 spring • Retail unit margins up slightly despite a 19% increase in the average cost of propane • Operating expenses, as adjusted for the $7.5 million MGP accrual in FY17, increased 2% as a result of increased sales activities FY 2017 FY 2018 • Capital spending $3 million higher than FY17 • Driven by investments in technology • $11 million below planned level of spending UGI Corporation | Fiscal 2018 Results 1Adjusted EBITDA is a non-GAAP measure. See appendix for reconciliation. 14

Growth Drivers and 2019 Outlook Growth Initiatives FY 2019 Adjusted EBITDA Cylinder Exchange Guidance • Volume increased ~4% over FY 2017 • Added ~3,000 new locations in FY18 • Expect Adjusted EBITDA of $610 - $650 million • Based on normal weather over 15-year period National Accounts • Volume increased 11% over FY 2017 FY 2018 Acquisitions • Completed 2 acquisitions this year adding 3 million gallons of motor-fuel business UGI Corporation | Fiscal 2018 Results 15

FiscalInvestor Relations: 2019 Outlook and Q&A WillJohn Ruthrauff L. Walsh Brendan Heck 610President-456-6571 & CEO, UGI 610-456-6608 ruthrauffw@ugicorp.com heckb@ugicorp.com 16

FY 2019 Guidance Adjusted EPS of $2.75 – $2.95 Consistent Earnings Pattern Historically, on average, ~95% of FY Adjusted EPS is generated in the first half of the year $3.00 $2.95 Percentage of UGI Adjusted EPS earned by quarter Q1 ~35% $2.75 $2.74 $2.75 Q2 ~60% Q3 ~5% Q4 ~0% $2.50 FY 2018 FY 2019 FY 100% Key Drivers ✓ Normal weather based on 15 year average ✓ Utility customer additions and rate base growth ✓ Full year of Texas Creek, Endless Mountain, Steelton and LNG peaking ✓ Continued growth in International LPG and energy marketing businesses ✓ ACE and National Accounts growth, M&A, use of technology to reduce costs Adjusted EPS is a non-GAAP measure. See appendix for reconciliation of FY 2018 Adjusted EPS. 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 17 UGI Corporation | Fiscal 2018 Results derivative instruments, we cannot reconcile FY 2019 Adjusted EPS to diluted EPS, the most comparable GAAP measure.

Adjusted EPS Growth $3.00 5 Year Adjusted EPS CAGR – 11.2% $2.74 $2.50 $2.29 $2.05 $2.02 $2.01 $2.00 $1.61 $1.50 $1.00 2013 2014 2015 2016 2017 2018 UGI Corporation | Fiscal 2018 Results Adjusted EPS is a non-GAAP measure. See appendix for reconciliation. 18

Key Growth Drivers Natural Gas Global LPG • Continue to identify and develop broad range of • Build on record result from AmeriGas’s ACE and new investments as demand for natural gas National Accounts programs continues to grow • $50mm Auburn IV expansion increases • Technology investments to enhance our service capacity on system to 500,000 dth/day levels while reducing cost to serve • LNG investments serve increasing peak • European LPG distribution business continues to demand grow • Gas Utility capital spend to approach $1.5bn • Enhance footprint in existing markets and over next four years enter new geographies • Pipeline replacement and betterment • Tools to enhance safety and customer • Aligned critical functions in Europe to leverage service scale • Supply, finance and IT UGI Corporation | Fiscal 2018 Results 19

Q&A 20

APPENDIX 21

UGI Supplemental Footnotes • 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 remeasurement impact on net deferred tax liabilities from a change in French corporate income tax rate and U.S. tax reform legislation, and impairment of Partnership tradenames and trademarks. 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 tables on the following slides reconcile 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 Corporation | Fiscal 2018 Results 22

UGI Adjusted Net Income and EPS Year Ended September 30, 2018 AmeriGas UGI Midstream & Corporate & Total UGI Utilities (Millions of dollars, except per share) Propane International Marketing Other Adjusted net income attributable to UGI Corporation: Net income attributable to UGI Corporation $ 718.70 $ 174.70 $ 138.60 $ 196.80 $ 148.90 $ 59.70 Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $26.7 (a) (68.1) ── ── ── ── (68.1) Unrealized gains on foreign currency derivative instruments (net of tax of $(9.3)) (a) (9.60) ── ── ── ── (19.60) Integration expenses associated with Finagaz (net of tax of $(12.0)) (a) 18.5 ── 18.5 ── ── ── Impairment of Partnership tradesnames and trademarks (net of tax) $(5.8)) (a) 14.5 14.5 ── ── ── Impact from December 2017 French Finance Bills (12.1) ── (12.1) ── ── ── Remeasurement Impact from Tax Cuts and Jobs Act (166.3) (112.9) 8.1 (70.1) (8.0) 16.6 Adjusted net Income (loss) attributable to UGI Corporation $ 485.60 $ 76.30 $ 153.10 $ 126.70 $ 140.90 $ (11.40) Adjusted diluted earnings per share: UGI Corporation earnings (loss) per share - diluted $ 4.06 $ 0.99 $ 0.78 $ 1.11 $ 0.84 $ 0.34 Net gains on commodity derivative instruments not associated with current-period transactions (b) (0.39) ── ── ── ── (0.39) Unrealized gains on foreign currency derivative (0.11) ── ── ── ── (0.11) Integration expenses associated with Finagaz 0.10 ── 0.1 ── ── ── Impairment of Partnership tradesnames and trademarks 0.08 0.08 ── ── ── ── Impact from December 2017 French Finance Bills (0.07) (0.07) Remeasurement Impact from Tax Cuts and Jobs Act (b) (0.93) (0.64) 0.06 (0.39) (0.04) 0.08 Adjusted net Income (loss) per share $ 2.74 $ 0.43 $ 0.87 $ 0.72 $ 0.80 $ (0.08) (a) Income taxes asociated with pre-tax adjustments determined using statory business unit tax rates (b) Includes the effects of rounding 23 UGI Corporation | Fiscal 2018 Results

UGI Adjusted Net Income and EPS 24 UGI Corporation | Fiscal 2018 Results

AmeriGas Supplemental Footnotes • 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 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. UGI Corporation | Fiscal 2018 Results 25

AmeriGas EBITDA and Adjusted EBITDA (Millions of dollar) Year Ended September 30, 2018 2017 EBITDA and Adjusted EBITDA Net income attributable to AmeriGas Partners $ 190.5 $ 162.1 Income tax expense (a) 4.3 2.0 Interest Expense 163.1 160.2 Depreciation 145.8 147.7 Amortization 39.9 42.8 EBITDA and Adjusted EBITDA 543.6 514.8 Subtract net gains on commodity derivative instruments not associated with current-period transactions (12.5) (31.1) Loss on extinguishment of debt - 59.7 MGP environmental accrual - 7.5 Impairment of Heritage tradenames and trademarks 75.0 - Noncontrolling interest in net gains on commodity derivative - instruments not associated with current-period transactions, impairment of Heritage tradenames and trademarks and MGP environmental accrual (a) (0.6) 0.4 $ 605.5 $ 551.3 (a) Includes the impact of rounding UGI Corporation | Fiscal 2018 Results 26

Investor Relations: Brendan Heck 610-456-6608 heckb@ugicorp.com 27