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): February 5, 2019

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 February 5, 2019, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter ended December 31, 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.

On February 6, 2019, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended December 31, 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 February 5, 2019.
99.2	Presentation of UGI Corporation dated February 6, 2019.

EXHIBIT INDEX

The Following Exhibits Are Furnished:

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of UGI Corporation dated February 5, 2019.
99.2	Presentation of UGI Corporation dated February 6, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UGI Corporation
February 6, 2019	By:	/s/ G. Gary Garcia
	Name:	G. Gary Garcia
	Title:	Treasurer

EX-99.1

Press Release

UGI Reports First Quarter Results

February 5, 2019

VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) reported financial results for the fiscal quarter ended December 31, 2018.

HIGHLIGHTS

• GAAP EPS of $0.36 and adjusted EPS of $0.81 per diluted share compared to GAAP EPS of $2.07 and adjusted EPS of $1.01 per diluted share in the prior year

• Prolonged warmer than normal weather at UGI International, slightly warmer than normal weather at Utilities, and colder than normal weather at Midstream & Marketing and AmeriGas

"UGI and AmeriGas delivered a solid first quarter performance while facing some challenging operating conditions," said John L. Walsh, president and chief executive officer of UGI Corporation. "AmeriGas had a strong quarter as volumes, margins, and performance from our growth drivers contributed positively to results. UGI International operations were negatively impacted by warm weather and the effects of an unseasonably warm and dry summer on the crop drying season. The natural gas businesses experienced colder weather than the prior-year period, particularly Midstream & Marketing and to a lesser extent Utilities. A warm December, with limited volatility in capacity management values in the Midstream & Marketing service territory and the prior year non-recurring benefit at the Utility from tax reform decreased comparative results.

In December, we received a favorable federal court ruling concerning the PennEast Pipeline project as the court granted access necessary to perform surveys to certain properties in New Jersey. This is an important step in the permitting process and will help ensure minimal environmental impact."

KEY DRIVERS OF FIRST QUARTER RESULTS

• AmeriGas: Retail volume up 5 million gallons on weather that was 6% colder than the prior year; National Accounts and ACE volumes up over 10% from last year.

• UGI International: Retail volume down 9% on weather that was 7% warmer than the prior year, including decreased crop drying volumes due to a warm and dry summer. UGI International has had nine consecutive months of warmer-than-normal weather.

• Midstream & Marketing: Warm, less volatile December weather and lower off-peak electric generation volumes negatively impacted total margin.

• UGI Utilities: Core market throughput up 4% on weather that was 2% colder than prior year; total Utility margin was impacted by the revenue reduction associated with the Tax Cuts and Jobs Act (TCJA) which was applicable in the prior year; excluding the revenue reduction associated with TCJA, margin increased $5.4 million.

EARNINGS CALL and WEBCAST

UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss first quarter earnings and other current activities at 9:00 AM ET on Wednesday, February 6, 2019. 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://

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www.ugicorp.com under Investor Relations. A telephonic replay will be available from 2:00 PM ET on February 6th through 11:59 PM ET on February 13th. The replay may be accessed at (855) 859-2056, and internationally at 1-404-537-3406, conference ID 2974015.

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 eleven eastern sates, 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, 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.

USE OF FORWARD-LOOKING STATEMENTS

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.

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

AmeriGas Propane¹  

For the fiscal quarter ended December 31,	2018			2017			Increase
Revenues	$	820.2		$	787.3		$	32.9	4.2	%
Total margin (a)	$	441.7		$	421.2		$	20.5	4.9	%
Partnership operating and administrative expenses	$	235.1		$	230.3		$	4.8	2.1	%
Operating income	$	166.6		$	147.9		$	18.7	12.6	%
Partnership Adjusted EBITDA	$	210.7		$	194.1		$	16.6	8.6	%
Retail gallons sold (millions)	310.3			305.0			5.3		1.7	%
Heating degree days - % colder (warmer) than normal	4.9		%	(1.4		)%
Capital expenditures	$	31.0		$	23.6		$	7.4	31.4	%

• Retail gallons sold increased 2% due to colder weather compared to the prior-year period.

• Total margin increased primarily reflecting higher retail propane unit margin, slightly higher volume, and slightly higher non-propane total margin. The higher retail propane unit margin includes the effects of declining wholesale propane prices later in the 2018 period.

• Partnership operating and administrative expenses increased due to higher labor and overtime costs to deliver increased volume and higher vehicle expenses.

• Partnership Adjusted EBITDA increased $17 million primarily due to higher total margin ($21 million) and slightly higher other operating income ($1million), partially offset by a $5 million increase in operating and administrative expenses.

¹ UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P.

UGI International

For the fiscal quarter ended December 31,	2018			2017			Increase (Decrease)
Revenues	$	710.7		$	784.2		$	(73.5	)	(9.4	)%
Total margin (a)	$	262.1		$	299.4		$	(37.3	)	(12.5	)%
Operating and administrative expenses	$	174.4		$	173.7		$	0.7		0.4	%
Operating income	$	58.3		$	93.2		$	(34.9	)	(37.4	)%
Income before income taxes	$	47.5		$	82.6		$	(35.1	)	(42.5	)%
Loss on extinguishments of debt	$	6.1		$	—		$	6.1		N.M.
Finagaz integration expenses	$	—		$	1.9		$	(1.9	)	(100.0	)%
Adjusted income before income taxes	$	53.6		$	84.5		$	(30.9	)	(36.6	)%
LPG retail gallons sold (millions)	237.6			260.6			(23.0		)	(8.8	)%
Heating degree days - % (warmer) than normal	(8.0		)%	(0.7		)%
Capital expenditures	$	27.8		$	21.7		$	6.1		28.1	%

N.M. - variance is not meaningful

Base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. During the first quarter, the euro and British pound sterling were approximately 3% weaker, versus the U.S. dollar, compared with the prior-year period.  Although the slightly weaker euro and British pound sterling affects line item comparisons above, the impact of the weaker currencies on net income was substantially offset by net gains on foreign currency exchange contracts.

• Retail volume decreased nearly 9% due to lower volumes associated with crop drying as a result of a very warm and dry summer and the effects of warmer weather on heating-related bulk sales. UGI International has had nine consecutive months of warmer-than-normal weather.

• Total margin decreased $37 million primarily reflecting lower retail LPG volumes sold, the translation effects of the weaker euro and British pound sterling and slightly lower LPG unit margins.

• Operating expenses were essentially flat due to higher compliance costs associated with energy conservation and costs related to strategic projects, substantially offset by both the translation effects of the weaker euro and British pound sterling and lower cylinder repair costs. The prior-year period included $2 million of Finagaz integration expenses.

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• Operating income decreased primarily reflecting the lower total margin, partially offset by slightly higher other operating income and lower depreciation and amortization expense.

• Income before income taxes was lower due to lower operating income and a loss on debt extinguishment, partially offset by realized gains on foreign currency exchange contracts.

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

Midstream & Marketing

For the fiscal quarter ended December 31,	2018			2017			Increase (Decrease)
Revenues	$	459.4		$	328.0		$	131.4		40.1	%
Total margin (a)	$	81.9		$	89.0		$	(7.1	)	(8.0	)%
Operating and administrative expenses	$	29.2		$	25.6		$	3.6		14.1	%
Operating income	$	41.1		$	53.4		$	(12.3	)	(23.0	)%
Income before income taxes	$	42.1		$	52.6		$	(10.5	)	(20.0	)%
Heating degree days - % colder (warmer) than normal	4.1		%	(1.1		)%
Capital expenditures	$	25.1		$	11.3		$	13.8		122.1	%

• Temperatures across Midstream & Marketing's service territory were 4% colder than normal and 5% colder than the prior-year period.

• Total margin decreased primarily reflecting lower total margin from midstream assets ($4 million) and lower electric generation margin ($3 million). The decrease in total margin from midstream assets is principally the result of lower capacity management total margin ($9 million), partially offset by higher peaking and natural gas gathering total margin. Capacity management total margin in the prior-year period includes higher capacity values as a result of extremely cold and more volatile December 2017 weather. Lower total margin from electric generation principally reflects lower volumes primarily from our Hunlock Station generating facility reflecting lower off-peak volumes.

• Operating expenses increased principally reflecting higher compensation and benefit expenses, higher expenses associated with greater peaking, LNG, and natural gas gathering activities, and planned maintenance of the Conemaugh electric generation unit.

• Operating income and income before taxes decreased due to the lower total margin, higher operating and administrative expenses, and higher depreciation expense.

UGI Utilities

For the fiscal quarter ended December 31,	2018			2017			Increase (Decrease)
Revenues	$	322.7		$	323.1		$	(0.4	)	(0.1	)%
Total margin (a)	$	161.9		$	170.0		$	(8.1	)	(4.8	)%
Operating and administrative expenses	$	61.2		$	52.9		$	8.3		15.7	%
Operating income	$	77.0		$	96.9		$	(19.9	)	(20.5	)%
Income before income taxes	$	65.7		$	85.4		$	(19.7	)	(23.1	)%
Gas Utility system throughput - billions of cubic feet
Core market	26.5			25.5			1.0			3.9	%
Total	75.7			69.2			6.5			9.4	%
Gas Utility heating degree days - %(warmer) than normal	(0.5		)%	(1.9		)%
Capital expenditures	$	77.3		$	71.7		$	5.6		7.8	%

• Gas Utility service territory experienced temperatures that were slightly warmer than normal and 2% colder than the prior-year period.

• Core market volumes increased due to colder weather and customer growth.

• In accordance with the May 17, 2018 PA PUC Order, revenues, and associated margin, were reduced by $14 million in the quarter ended December 31, 2018 to reflect the give back of tax savings resulting from the TCJA.

• Excluding the reduction in Gas Utility margin resulting from the TCJA, total margin increased $5 million principally reflecting higher total margin from Gas Utility core market customers, Electric Utility margin, and higher other margin.

• Operating and administrative expenses increased primarily reflecting the absence of a favorable payroll tax adjustment in the prior-year period, higher uncollectible accounts expense, higher IT maintenance and consulting expenses, and higher compensation and benefits expense.

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• Operating income decreased reflecting lower total margin, higher operating and administrative expenses, greater depreciation expense , and higher other operating expense.

(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 tax expenses (which have been excluded from UGI Utilities' operating and administrative expenses presented).

REPORT OF EARNINGS – UGI CORPORATION

(Millions of dollars, except per share)

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(Unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018			2017			2018			2017
Revenues:
AmeriGas Propane	$	820.2		$	787.3		$	2,855.9		$	2,563.6
UGI International	710.7			784.2			2,610.3			2,122.6
Midstream & Marketing	459.4			328.0			1,553.1			1,179.4
UGI Utilities	322.7			323.1			1,092.0			949.3
Corporate & Other (a)	(112.8		)	(97.4		)	(385.1		)	(248.5		)
Total revenues	$	2,200.2		$	2,125.2		$	7,726.2		$	6,566.4
Operating income (loss) (b):
AmeriGas Propane (c)	$	166.6		$	147.9		$	365.9		$	361.3
UGI International	58.3			93.2			182.5			198.6
Midstream & Marketing	41.1			53.4			161.7			143.0
UGI Utilities	77.0			96.9			220.1			246.4
Corporate & Other (a)	(175.3		)	3.6			(92.9		)	(12.4		)
Total operating income	167.7			395.0			837.3			936.9
Income from equity investees	1.5			1.0			4.8			5.5
Loss on extinguishments of debt	(6.1		)	—			(6.1		)	(26.5		)
Other non-operating income (expense), net (b)	9.0			(8.0		)	32.7			(37.1		)
Interest expense:
AmeriGas Propane	(42.4		)	(40.6		)	(164.9		)	(160.8		)
UGI International	(5.4		)	(5.6		)	(20.9		)	(21.4		)
Midstream & Marketing	(0.5		)	(0.9		)	(2.0		)	(2.4		)
UGI Utilities	(11.7		)	(10.9		)	(43.7		)	(41.1		)
Corporate & Other, net (a)	(0.2		)	(0.2		)	(0.6		)	(0.6		)
Total interest expense	(60.2		)	(58.2		)	(232.1		)	(226.3		)
Income before income taxes	111.9			329.8			636.6			652.5
Income tax (expense) benefit (d)	(23.4		)	104.4			(159.9		)	14.6
Net income including noncontrolling interests	88.5			434.2			476.7			667.1
Deduct net income attributable to noncontrolling interests, principally in AmeriGas Partners, L.P.	(24.3		)	(68.3		)	(59.7		)	(95.3		)
Net income attributable to UGI Corporation (c)	$	64.2		$	365.9		$	417.0		$	571.8
Earnings per share attributable to UGI shareholders:
Basic	$	0.37		$	2.11		$	2.40		$	3.29
Diluted	$	0.36		$	2.07		$	2.36		$	3.23
Weighted Average common shares outstanding (thousands):
Basic	174,413			173,670			174,099			173,701
Diluted	177,566			176,948			177,065			177,138
Supplemental information:
Net income (loss) attributable to UGI Corporation:
AmeriGas Propane	$	30.6		$	141.6		$	63.7		$	169.6
UGI International	32.5			61.1			110.0			131.4
Midstream & Marketing	31.0			112.0			115.8			169.0
UGI Utilities	49.9			68.3			130.5			140.0
Corporate & Other (a)	(79.8		)	(17.1		)	(3.0		)	(38.2		)
Total net income attributable to UGI Corporation	$	64.2		$	365.9		$	417.0		$	571.8

(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) The three and twelve months ended December 2017 have been restated to reflect the adoption of new accounting guidance in 2018, which resulted in the presentation of $(3.2) million and $(7.1) million, respectively, of pension and other postretirement benefit plans income (expense) in “Other non-operating income (expense), net", rather than in Operating income, with no change in net income.

(c) AmeriGas operating income for the twelves months ended December 31, 2018 includes an impairment charge of $75.0 million as a result of a plan to discontinue the use of Heritage tradenames and trademarks.

(d) Income tax (expense) benefit for the three and twelve months ended December 31, 2017 includes a benefit from adjustments to tax-related amounts resulting from the TCJA enacted on December 22, 2017 of $166.0 million, and a benefit from adjustments to net deferred income tax liabilities in France as a result of tax legislation in France of $17.3 million.

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

The following tables 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 previously:

		Three Months Ended December 31,						Twelve Months Ended December 31,
		2018			2017			2018			2017
Adjusted net income attributable to UGI Corporation (millions):
	Net income attributable to UGI Corporation	$	64.2		$	365.9		$	417.0		$	571.8
	Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(35.5), $2.1, $(10.9) and $0.7, respectively) (1)(2)	81.2			(4.6		)	17.7			(3.6		)
	Unrealized (gains) losses on foreign currency derivative instruments (net of tax of $2.3, $(0.0) $11.6, and $(10.3), respectively) (2)	(5.8		)	0.1			(25.5		)	14.8
	Impairment of Partnership tradenames and trademarks (net of tax of $0.0, $0.0, $(5.8) and $0.0, respectively) (2)	—			—			14.5			—
	Loss on extinguishments of debt (net of tax of $(1.9), $0.0, $(1.9), and $(2.7), respectively) (2)	4.2			—			4.2			4.3
	Integration expenses associated with Finagaz (net of tax of $0.0, $(0.7), $(11.3), and $(11.6) respectively) (2)	—			1.2			17.3			22.1
	Impact from French Finance Bills	—			(17.3		)	5.2			(18.9		)
	Remeasurement impact from TCJA	—			(166.0		)	(0.3		)	(166.0		)
	Adjusted net income attributable to UGI Corporation	$	143.8		$	179.3		$	450.1		$	424.5
Adjusted diluted earnings per share:
	UGI Corporation earnings per share — diluted	$	0.36		$	2.07		$	2.36		$	3.23
	Net losses (gains) on commodity derivative instruments not associated with current-period transactions (1)	0.46			(0.03		)	0.09			(0.02		)
	Unrealized (gains) losses on foreign currency derivative instruments	(0.03		)	—			(0.14		)	0.08
	Impairment of Partnership tradenames and trademarks	—			—			0.08			—
	Loss on extinguishments of debt	0.02			—			0.02			0.02
	Integration expenses associated with Finagaz (1)	—			0.01			0.10			0.13
	Impact from French Finance Bills (1)	—			(0.10		)	0.03			(0.10		)
	Remeasurement impact from TCJA	—			(0.94		)	—			(0.94		)
	Adjusted diluted earnings per share	$	0.81		$	1.01		$	2.54		$	2.40

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Three Months Ended December 31, 2018	Total			AmeriGas Propane		UGI International		Midstream & Marketing		UGI Utilities		Corporate & Other (1)
Adjusted net income attributable to UGI Corporation (millions):
Net income (loss) attributable to UGI Corporation	$	64.2		$	30.6	$	32.5	$	31.0	$	49.9	$	(79.8	)
Net losses on commodity derivative instruments not associated with current-period transactions (net of tax of $(35.5)) (2)	81.2			—		—		—		—		81.2
Unrealized gains on foreign currency derivative instruments (net of tax of $2.3) (2)	(5.8		)	—		—		—		—		(5.8		)
Loss on extinguishment of debt (net of tax of $(1.9)) (a) (2)	4.2			—		4.2		—		—		—
Adjusted net income (loss) attributable to UGI Corporation	$	143.8		$	30.6	$	36.7	$	31.0	$	49.9	$	(4.4	)
Adjusted diluted earnings per share:
UGI Corporation earnings (loss) per share — diluted	$	0.36		$	0.17	$	0.18	$	0.17	$	0.28	$	(0.44	)
Net losses on commodity derivative instruments not associated with current-period transactions (1)	0.46			—		—		—		—		0.46
Unrealized gains on foreign currency derivative instruments	(0.03		)	—		—		—		—		(0.03		)
Loss on extinguishments of debt	0.02			—		0.02		—		—		—
Adjusted diluted earnings (loss) per share	$	0.81		$	0.17	$	0.20	$	0.17	$	0.28	$	(0.01	)

Three Months Ended December 31, 2017	Total			AmeriGas Propane			UGI International			Midstream & Marketing			UGI Utilities			Corporate & Other
Adjusted net income attributable to UGI Corporation (millions):
Net income (loss) attributable to UGI Corporation	$	365.9		$	141.6		$	61.1		$	112.0		$	68.3		$	(17.1	)
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $2.1) (2)	(4.6		)	—			—			—			—			(4.6		)
Unrealized losses on foreign currency derivative instruments (net of tax of $(0.0)) (2)	0.1			—			—			—			—			0.1
Integration expenses associated with Finagaz (net of tax of $(0.7)) (2)	1.2			—			1.2			—			—			—
Impact of French Finance Bill	(17.3		)	—			(17.3		)	—			—			—
Remeasurement impact of TCJA	(166.0		)	(113.1		)	9.3			(74.3		)	(8.1		)	20.2
Adjusted net income (loss) attributable to UGI Corporation	$	179.3		$	28.5		$	54.3		$	37.7		$	60.2		$	(1.4	)
Adjusted diluted earnings per share:
UGI Corporation earnings (loss) per share - diluted	$	2.07		$	0.80		$	0.35		$	0.63		$	0.39		$	(0.10	)
Net gains on commodity derivative instruments not associated with current-period transactions	(0.03		)	—			—			—			—			(0.03		)
Unrealized losses on foreign currency derivative instruments	—			—			—			—			—			—
Integration expenses associated with Finagaz	0.01			—			0.01			—			—			—
Impact of French Finance Bill	(0.10		)	—			(0.10		)	—			—			—
Remeasurement impact of TCJA (1)	(0.94		)	(0.64		)	0.05			(0.42		)	(0.05		)	0.12
Adjusted diluted earnings (loss) per share	$	1.01		$	0.16		$	0.31		$	0.21		$	0.34		$	(0.01	)

(1)    Includes the impact of rounding.

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

8

EX-99.2

Fiscal 2019 First Quarter Results John L. Walsh President & CEO, UGI Corporation Ted J. Jastrzebski Chief Financial Officer, UGI Corporation Hugh J. Gallagher President & CEO, AmeriGas

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 2 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 2019 First Quarter Results 2

First Quarter Recap 3 John L. Walsh President & CEO, UGI

First Quarter Earnings Recap • GAAP EPS of $0.36 and Adjusted EPS1 of $0.81 • Domestic temperatures were marginally colder than prior year and less volatile • International temperatures were significantly warmer-than-normal and warmer than prior year Adjusted EPS1 Q1 2019 Weather Versus: Normal Midstream & AmeriGas UGI International Marketing Gas Utility $1.01 $0.81 4.9% Colder 8.0% Warmer 4.1% Colder 0.5% Warmer Q1 2019 Weather Versus: Prior Year Midstream & AmeriGas UGI International Marketing Gas Utility Q1 2018 Q1 2019 6.3% Colder 7.3% Warmer 5.2% Colder 1.5% Colder UGI Corporation | Fiscal 2019 First Quarter Results 1Adjusted EPS is a non-GAAP measure. See Appendix for reconciliation. 4

Key Accomplishments • The Steelton LNG storage and vaporization facility is fully online and operational for the current heating season • Midstream & Marketing acquired South Jersey Energy’s retail natural gas business which includes 2,500 commercial and industrial customer contracts supplying ~6,000 locations • Utilities added approximately 4,500 new residential heating and commercial customers in Q1 and remains on pace with its infrastructure replacement program • National Accounts and Cylinder Exchange programs continue to perform as growth drivers for the business • UGI International refinanced its existing capital structure with €350MM 3.25% senior notes due 2025, a €300MM term loan, and a €300MM revolving credit facility UGI Corporation | Fiscal 2019 First Quarter Results 5

First Quarter Financial Review Ted J. Jastrzebski Chief Financial Officer, UGI

First Quarter Adjusted Earnings (Millions of dollars, except per share) Q1 FY18 Q1 FY19 Net income attributable to UGI Corporation (GAAP) $ 365.9 $ 64.2 Net (gains) losses on commodity derivative instruments1,3 (4.6) 81.2 Unrealized losses (gains) on foreign currency derivative instruments1 0.1 (5.8) Loss on extinguishments of debt1 ── 4.2 Integration expenses associated with Finagaz1 1.2 ── Impact of French Finance Bill (17.3) ── Remeasurement Impact from Tax Cuts and Jobs Act (166.0) ── Adjusted net Income attributable to UGI Corporation $ 179.3 $ 143.8 Q1 FY18 Q1 FY19 UGI Corporation earnings per share - diluted (GAAP) $ 2.07 $ 0.36 Net (gains) losses on commodity derivative instruments2 (0.03) 0.46 Unrealized losses (gains) on foreign currency derivative instruments ── (0.03) Loss on extinguishments of debt ── 0.02 Integration expenses associated with Finagaz 0.01 ── Impact of French Finance Bill (0.10) ── Remeasurement Impact from Tax Cuts and Jobs Act (0.94) ── Adjusted earnings per share - diluted $ 1.01 $ 0.81 1 Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates UGI Corporation | Fiscal 2019 First Quarter Results 2 Includes the effects of rounding associated with per share amounts 7 3 Derivative instruments not associated with current period

First Quarter Results Recap $1.20 Adjusted EPS1 $1.01 $0.01 ($0.11) ($0.04) $1.012 ($0.06) $0.00 $0.81 3 $0.34 UGI Utilities $0.81 1 EPS $0.28 $0.21 Midstream & Marketing $0.17 Adjusted Adjusted 6.3% 7.3% 5.2% 1.5% Colder Warmer Colder Colder $0.31 UGI International $0.20 than prior year $0.16 AmeriGas $0.17 $0.00 Q1 2018 AmeriGas UGI Midstream & UGI Utilities Corp & Other Q1 2019 Q1 2018 Q1 2019 International Marketing 1Adjusted EPS is a non-GAAP measure. See Appendix for reconciliation. UGI Corporation | Fiscal 2019 First Quarter Results 2 Includes ($0.01) Corporate & Other 8 3 Includes ($0.01) Corporate & Other

Financial Results - AmeriGas (Millions of dollars) Q1 FY18 Q1 FY19 Weather versus normal 1 Adjusted EBITDA $194.1 Colder Retail Margin 19.5 Total Margin 4.9% Wholesale and Other Total Margin 1.0 Operating and Administrative Expenses (4.8) Other Income and Expense, net 0.9 (1.4)% Adjusted EBITDA1 $210.7 Q1 2018 Q1 2019 Item Primary Drivers Volume ↑ Cold weather in October and November Total Margin ↑ Increased retail unit margins and higher volume Warmer Operating and Admin Expenses ↑ Labor and overtime costs to deliver increased volume and higher vehicle 6.3% colder than prior expenses year UGI Corporation | Fiscal 2019 First Quarter Results 1Adjusted EBITDA is a non-GAAP measure. See Appendix for reconciliation. 9

Financial Results – UGI International (Millions of dollars) Q1 FY18 Q1 FY19 Weather versus normal Income Before Taxes $82.6 Colder Total Margin (37.3) Operating and Administrative Expenses (0.7) Depreciation and Amortization 0.8 Interest Expense 0.2 (0.7)% Other Income and Expense, net 1.9 (8.0)% Income Before Taxes $47.5 Debt Extinguishment 0.0 6.1 Integration Expenses 1.9 0.0 Q1 2018 Q1 2019 Adjusted Income Before Taxes1 $84.5 $53.6 Item Primary Drivers Warmer Volume ↓ Warm, dry summer and warm heating season 7.3% warmer than prior Total Margin ↓ Lower volumes, translation effects of the weaker euro and sterling, and slightly lower year unit margins Operating and Admin Compliance costs associated with energy conservation and costs related to strategic Expenses ↑ projects; both costs substantially offset by the translation effects of the weaker euro and British pound sterling, and lower cylinder repair costs Other Income ↑ & Expense Realized gains on foreign currency exchange contracts and asset-related sales, partially offset by loss on debt extinguishment 10 UGI Corporation | Fiscal 2019 First Quarter Results 1Adjusted Income Before Taxes is a non-GAAP measure.

Financial Results – Midstream & Marketing (Millions of dollars) Q1 FY18 Q1 FY19 Weather versus normal Income Before Taxes $52.6 Colder Total Margin (7.1) Operating and Administrative Expenses (3.6) Depreciation and Amortization (1.4) 4.1% Interest Expense 0.4 (1.1)% Other Income and Expense, net 1.2 Income Before Taxes $42.1 Q1 2018 Q1 2019 Item Primary Drivers Total Margin ↓ Lower capacity management margin from less volatile/extreme weather; lower electric generation margin from lower off-peak volumes; partially Warmer offset by higher peaking and natural gas gathering 5.2% colder than prior Operating and Admin Expenses ↑ Midstream and Marketing: Compensation and benefits; increased peaking, year LNG, and gathering activity. Electric Generation: Planned maintenance at Conemaugh generating station Depreciation and Amortization↑ Expansion of LNG and peaking assets UGI Corporation | Fiscal 2019 First Quarter Results 11

Financial Results – Utilities (Millions of dollars) Q1 FY18 Q1 FY19 Weather versus normal Income Before Taxes $85.4 Colder Total Margin (8.1) Operating and Administrative Expenses (8.3) Depreciation (2.1) Interest Expense (0.8) (1.9)% (0.5)% Other Income and Expense, net (0.4) Income Before Taxes $65.7 Q1 2018 Q1 2019 Item Primary Drivers Volume↑ Colder weather and core market customer growth Warmer Total Margin ↓ Revenue reduction of $13.5MM to reflect give back of the tax savings of the TCJA; Excluding this reduction, total margin increased $5.4MM 1.5% colder than prior Operating and Admin Expenses ↑ Absence of prior year favorable payroll tax adjustment; increase in year uncollectable accounts, IT maintenance and consulting and outside services Depreciation ↑ Increased distribution system and IT capital UGI Corporation | Fiscal 2019 First Quarter Results 12

AmeriGas First Quarter Recap Hugh J. Gallagher President and CEO, AmeriGas

First Quarter Earnings Recap Adjusted EBITDA1 1 (Millions of dollars) • Q1 Adjusted EBITDA up 9% year over $210.7 year • Weather in Q1 was 5% colder than $194.1 normal and 6% colder than Q1 2018 • December was 6% warmer than normal and 9% warmer than December Q1 2018 minimizing the colder than normal fall • Retail volume was up 2% and retail unit margins were also up 4% from Q1 2018 Q1 2018 Q1 2019 UGI Corporation | Fiscal 2019 First Quarter Results 1Adjusted EBITDA is a non-GAAP measure. See Appendix for reconciliation. 14

Growth Initiatives National Accounts and Cylinder Exchange • ~3,700 more Cylinder Exchange locations than Q1 2018 • Added 12 new National Accounts customers in Q1 2019 • Both continue to perform as growth drivers for the business Home Delivery • Integration of business acquired in FY 2018 going smoothly • Expect to roll-out a pilot in several cities later this year UGI Corporation | Fiscal 2019 First Quarter Results 15

Conclusion and Q&A John L. Walsh President & CEO, UGI

Strategic Overview • The PennEast Partnership submitted its PA DEP permit application and received approval to perform necessary surveys on the privately owned properties in NJ. We expect to have the pipeline in service by the end of 2020 • New Bethlehem LNG storage and vaporization will come online for the winter of FY21 • The Auburn Gathering System expansion is expected to be completed in the first quarter of FY20 • UGI Utilities filed the first combined rate case for the Gas Utility • Request is for $71.1MM increase in operating revenues • UGI Utilities plans to deploy close to $400MM in capital expenditure in FY19 and $1.6B in capital over the next 4 years • AmeriGas strategic review is progressing and we are on track to provide an update following the conclusion of our review in April UGI Corporation | Fiscal 2019 First Quarter Results 17

Q&A

Appendix

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 rates and the Tax Cuts and Jobs Act. 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 2019 First Quarter Results 20

UGI Adjusted Net Income and EPS Three months Ended December 31, 2018 AmeriGas UGI Midstream & Corporate & Total UGI Utilities (Millions of dollars, except per share) Propane International Marketing Other (b) Adjusted net income attributable to UGI Corporation: Net income (loss) attributable to UGI Corporation $ 64.2 $ 30.6 $ 32.5 $ 31.0 $ 49.9 $ (79.8) Net losses on commodity derivative instruments not associated with current-period transactions (net of tax of $(35.5)) (a) 81.2 ── ── ── ── 81.2 Unrealized gains on foreign currency derivative instruments (net of tax of $2.3) (a) (5.8) ── ── ── ── (5.8) Loss on extinguishments of debt (net of tax of $(1.9)) (a) 4.2 ── 4.2 ── ── ── Adjusted net Income (loss) attributable to UGI Corporation $ 143.8 $ 30.6 $ 36.7 $ 31.0 $ 49.9 $ (4.4) Adjusted diluted earnings per share: UGI Corporation earnings (loss) per share - diluted $ 0.36 $ 0.17 $ 0.18 $ 0.17 $ 0.28 $ (0.44) Net losses on commodity derivative instruments not associated with current-period transactions (b) 0.46 ── ── ── ── 0.46 Unrealized gains on foreign currency derivative instruments (0.03) ── ── ── ── (0.03) Loss on extinguishments of debt 0.02 ── 0.02 ── ── ── Adjusted diluted Income (loss) per share $ 0.81 $ 0.17 $ 0.20 $ 0.17 $ 0.28 $ (0.01) (a) Income taxes asociated with pre-tax adjustments determined using statory business unit tax rates (b) Includes the effects of rounding with per share amounts UGI Corporation | Fiscal 2019 First Quarter Results 21

UGI Adjusted Net Income and EPS Three months Ended December 31, 2017 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 (loss) attributable to UGI Corporation $ 365.9 $ 141.6 $ 61.1 $ 112.0 $ 68.3 $ (17.1) Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $2.1) (a) (4.6) ── ── ── ── (4.6) Unrealized losses on foreign currency derivative instruments (net of tax of (0.0)) (a) 0.1 ── ── ── ── 0.1 Integration expenses associated with Finagaz (net of tax of $(0.7)) (a) 1.2 ── 1.2 ── ── ── Impact of French Finance Bill (17.3) ── (17.3) ── ── ── Remeasurement impact of TCJA (166.0) (113.1) 9.3 (74.3) (8.1) 20.2 Adjusted net Income (loss) attributable to UGI Corporation $ 179.3 $ 28.5 $ 54.3 $ 37.7 $ 60.2 $ (1.4) Adjusted diluted earnings per share: UGI Corporation earnings (loss) per share - diluted $ 2.07 $ 0.80 $ 0.35 $ 0.63 $ 0.39 $ (0.10) Net gains on commodity derivative instruments not associated with current-period transactions (0.03) ── ── ── ── (0.03) Unrealized losses on foreign currency derivative instruments ── ── ── ── ── ── Integration expenses associated with Finagaz 0.01 ── 0.01 ── ── ── Impact of French Finance Bill (0.10) ── (0.10) ── ── ── Remeasurement impact of TCJA (0.94) (0.64) 0.05 (0.42) (0.05) 0.12 Adjusted diluted Income (loss) per share $ 1.01 $ 0.16 $ 0.31 $ 0.21 $ 0.34 $ (0.01) (a) Income taxes asociated with pre-tax adjustments determined using statory business unit tax rates UGI Corporation | Fiscal 2019 First Quarter Results 22

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 2019 First Quarter Results 23

AmeriGas EBITDA and Adjusted EBITDA (Millions of dollars) Three months Ended December 31, 2018 2017 EBITDA and Adjusted EBITDA Net income attributable to AmeriGas Partners $ 44.5 $ 104.4 Income tax expense 0.4 2.4 Interest Expense 42.4 40.6 Depreciation and amortization 45.7 47.4 EBITDA 133.0 194.8 Add net losses (subtract net gains) on commodity derivative instruments not associated with current-period transactions 78.5 (0.7) Noncontrolling interest in net gains and losses on commidity derivative instruments (a) (0.8) ── Adjusted EBITDA $ 210.7 $ 194.1 (a) Includes the impact of rounding UGI Corporation | Fiscal 2019 First Quarter Results 24

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