#1Presentation to the Board of Directors Project Almanack | April 1, 2019 STRICTLY PRIVATE AND CONFIDENTIAL J.P. Morgan#2CONFIDENTIAL This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client's subsidiaries, the "Company) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan, The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan's opinions and estimates constitute J.P. Morgan's judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan. J.P. 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Morgan is the marketing name for the Corporate and Investment Banking activities of JPMorgan Chase Bank, N.A, JPMS (member, NYSE), J.P. Morgan PLC authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority) and their investment banking affiliates J.P. Morgan#3Summary of proposed transaction Summary considerations Smm, except per share data APU unit price UGI share price Transaction exchange ratio Implied stock consideration Plus: cash consideration Implied offer price Implied premium to current price Number of public units Implied equity value of public units Implied transaction value UGI current DSO (mm) New UGI shares for APU Pro form a UGI DSO (mm) UGI PF ownership APU PF ownership $30.87 $55.42 0.500x $27.71 $7.63 $35.34 14.5% 69.4 $2,452 $4,682 177.6 34.7 212.3 83.7% 16.3% UGI & APU overview Smm, except per share data Price per share/ unit Implied premium to current Equity value (UGI) /LP Equity value (APU) Plus: Debt Plus: NCI Less: Cash Plus: Net debt & NCI Plus: GP value Firm value Memo: implied equity value of public units Memo: implied transaction value Firm value/19E EBITDA Farm value/20E EBITDA P/19E EPS (UGI) -P/19E LP DCF/unit (APU) P/ 20E EPS (UG) - P/20ELP DCF/unit (APU) 19E Yield 20E Yield Metric 1 $1,483 1,668 $2.49 3.12 $1.10 1.20 UGI standalone $55.42 $9,845 $4,847 $2.142 ($478) $6,511 $16,356 11.0x 9.8x Metric 2.0% 2.2% $610 635 22.3x $3.65 17.8x 3.78 $3.16 3.32 Source: FactSet as of 03/29/19, Company filings Note: Projections based on 09/30 fiscal year end; APU GP value based on intrinsic valuation analysis and approved by UGI management NCI based on market value of publicly held APU units Includes -74.5% of APU net debt and APU NCI APU and UGI projections as provided and approved by UGI management and included for reference only CONFIDENTIAL APU standalone $30.87 $2,875 $2,970 $32 (58) $2.994 $375 $6,244 10,2x 9.8x 8.5x 8.2x 10.2% 10.8% APU @ transaction $35.34 14.5% $3,291 $2.970 $32 ($8) $2.994 $375 $6,660 $2.452 $4.682 10.9x 103 9.7x 9.3x 8.9% J.P.Morgan#4Comparison of APU management versus broker projections EBITDA (5mm) Total distributable cash flow ("DCF") (Smm) LP DCF ($ / unit) GP DCF ($mm) LP DPU ($ / unit) GP distributions ($mm) Total distribution coverage $610 2019E $379 2019E $39 $634 $3.65 $3.81 $22 $410 $3.16 2019E 2019E 1.20x 2019E $3.21 2019E $55 2019E $24 1.27x $635 2020E $403 $418 $3.78 2020E $52 $27 $644 $3.32 2020E $3,85 2020E 1.20x 2020E $3.01 2020E $59 2020E 2 $18 1,40x $645 $421 $456 $60 2021E $3.87 $31 2021E 2021E $3.44 2021E $4.06 $652 2021E 1.20x 2021E Source: FactSet as of 03/29/19; APU management projections as provided and approved by UGI management Note: Projections based on 09/30 fiscal year end Broker research included for reference only $3.58 2021E $79 $32 1248 CONFIDENTIAL Management Broker research '19E-21E CAGR: *19E-¹21E CAGR: 19E-21E CAGR: 19E-21E CAGR: 19E-21E CAGR: 19E-21E CAGR: '19E-21E CAGR: 19E-21E CAGR: 19E-21E CAGR: 19E-21E CAGR: '19E-21E CAGR: 19E-21E CAGR: 2.8% 1.4% 5.4% 5.5% 3.0% 3.2% 23.8% 19.1% 4.4% 5.6% 18.1% 15.5% J.P.Morgan#5Comparison of UGI management versus broker projections EBITDA ($mm) Earnings / share Dividend/share Capital expenditures² (Smm) $1,483 $2.49 $1,10 $772 $1,366 2019E 2019E $2.64 $1.10 2019E $770 $1,668 $3.12 $1.20 2019E Source: FactSet as of 03/29/19, UGE management projections as provided and approved by UGI management Note: Projections based on 09/30 fiscal year end Broker research included for reference only Excludes acquisition capex $904 3 $1,639 2020E $3.03 2020E $1.17 2020E 2020E $900 $1,782 $3.43 2021E $760 $1,698 $1.25 $3,14 2021E $1.26 2021E $900 2021E CONFIDENTIAL Management Broker research 19E-21E CAGR: 9.6% 19E-21E CAGR: 11.5% 19E-21E CAGR: 17.4% 19E-21E CAGR: 9.0% 19E-21E CAGR: 6.6% 19E-21E CAGR: 7.2% '19E-'21E CAGR: (0.8%) 19E-21E CAGR: 8.1% J.P. Morgan#6Overview of valuation methodologies Financial projections Trading multiples Sum-of-the- parts For reference only Transaction multiples Intrinsic valuation Synergy analysis All projections for both UGI and APU and synergy assumptions have been provided and approved by UGI management Valuation date of 12/31/18 Fiscal year end as of 9/30 To assess APU from a trading multiples perspective, J.P. Morgan has provided multiples related to publicly traded propane companies with similar functions and geographies ☐ To value these companies, J.P. Morgan employed Firm value / EBITDA multiples, Price/LP DCF multiples and LP distribution yields To assess UGI from a trading multiples perspective, J.P. Morgan has utilized publicly traded diversified utilities To value these companies, J.P. Morgan employed Firm value / EBITDA multiples, and Price / EPS multiples UGI is comprised of four segments: UGI Utilities, Midstream and Marketing ("M&M). International and APU To assess UGI from a sum-of-the-parts approach, J.P. Morgan has employed a Price / EPS multiple for the utilities business and Firm value / EBITDA multiples for the M&M and International segments, APU and corporate EBITDAS To assess APU from a transaction multiples perspective, J.P. Morgan has employed selected buy-in precedent transactions evaluated on a NTM LP DCF basis J.P. Morgan has employed an unlevered (after-tax) discounted cash flow approach for both UGI and APU UGI deconsolidated assumes a discount rate of 7.00% to 8.00% while APU assumes a discount rate of 7.25% to 8.25% CONFIDENTIAL #UGI assumes terminal growth (ex-APU) ranging from 2.50% to 3.50% while APU assumes terminal growth ranging from 0.00% to 2.50% Also, for reference only, J.P. Morgan employed a discounted distributions approach for APU assuming terminal growth range of 0.00% to 2.00% on distributions per unit All analyses assume mid-period discounting Management provided J.P. Morgan with guidance on potential synergies as part of the transaction. These synergies include: Implied public company cost savings ☐ Corporate G&A savings; and ■ Incremental cash flow generated by reinvestment of excess cash at a 7.5x EBITDA multiple Synergies account for $5mm p.a. run-rate with no cost to achieve and no phase-in Synergies discounted at UGI deconsolidated at an assumed discount rate of 7.00% to 8.00% Source: UGI and APU projections and synergy assumptions as provided and approved by UGI management Note: Projections based on 09:30 fiscal year end 4 J.P.Morgan#7Summary of preliminary analysis for APU LP units Implied unit price - rounded to the nearest $0.25 (except 52-week high/low and analyst price targets) Market metrics Trading multiples 52-week high/low For reference only Transaction multiples Analyst price targets For reference only FV/2019E EBITDA FV/2020E EBITDA Unit price/2019E LP DCF / unit Unit price / 2020ELP DCF / unit 2019€ yield 2020E yield Buy-in transaction multiples NTM LP DCF Discounted cash flow analysis Unlevered (after-tax) discounted cash flow analysis Discounted distributions For reference only $9.75 $11.50 $0.00 $10.00 Current: $30.87 $22.751 $25.50 $24.50 $30.00 $22.00 $28.75 $25.75 $20.00 $30.25 $30 $30.25 1 $33.00 $30.00 Implied deal value: $35.34 $31150 $40.00 $33.25 $43.79 $40.00 $44.25 $49.75 $50.00 Metric $3.65 $60.00 $3.65 $610 $635 $3.65 $3.78 $3.16 $3.32 $3.68 Selected range applied to metric Low 6.2x 8.2x Source: FactSet as of 03/29/19; APU projections and terminal year as provided and approved by UGI management Note: Projections based on 09/30 fiscal year end, Assumes valuation date of 12/31/18, Assumes non-controlling interest of $32mm, GP value of $375mm, and net debt of $2.962mm; GP value based on intrinsic valuation analysis and approved by UGI management Assumes 93.1mm diluted LP units outstanding based on treasury stock method Multiples implied by calculating unit price / 2019E LP DCF / unit 7.00x 7.00x 7.00x 6,50x 11.00% 11.00% 7.0x Untevered (after-tax) DCF CONFIDENTIAL High 12.0x 11.0x 10.00x 9.75x 8.25x 8.00x 10.00% 10,00% Discount rate=7.25% -8.25% $58.75 Tenninal growth rate (cash flow) 0.00%-2.50% Distributions 12.0x Mustrative coat of equity=9.00% 11.00% Terminal growth rate (distributions)=0.00%-2.00% J.P.Morgan#8Trading multiples and operating metrics - APU ($mm, except for per unit data) Unit price as of 03/29/19 % of 52-week high Diluted shares outstanding LP equity value (+) Implied GP value (+) Net debt and preferreds (+) NCI Firm value Trading multiples: Firm value/2019€ EBITDA Firm value/2020E EBITDA Unit price/2019E LP DCF / unit Unit price / 2020E LP DCF / unit 2019€ yield 2020 yield Growth rates / coverage: 2019-2020 LP DCF per unit / growth 2019-2020 DPU growth 2019 total coverage 2020 total coverage Credit statistics: Rating (Moody's / S&P) Debt/LTM EBITDA Management 10,2x 9.8x 8.5x 8.2x 10.2% 10.8% 3.6% 5.2% 1.25x 1,20x Ba2/ 4.8x AmeriGas $30.87 70% 93,1 $2,875 375 2,962 32 $6,244 $2,970 Consensus 9.9x 9.7x 8.1x 8.0x 10.4% 9.8% 1.0% (6.2%) 1.27x 1.40x Ba2 / -> 4.8x $2,970 For reference only % of 52-week high metrics, select companies including Ferrellgas APU projections as provided and approved by UGI management and included for reference only Superior Plus $8.57 84% 176.9 $1,516 1,244 $2,760 8.2x 7.5x 7.5x 6.7x 6.3% 6.3% 11.6% 0.1% 2.12x 2.36x Select propane companies Suburban $22.41 91% 62.6 $1,404 NR/BB 4.6x 1,313 $2,717 9.5x 9.4x 6.8x 6.5x 10.7% 10.7% 5.5% 0.0% Total gross debt $1,261 $1,320 Source: FactSet as of 03/29/19; Company filings; APU GP value based on intrinsic valuation analysis and approved by UGI management Note: Projections and other public companies based on 09/30 fiscal year end 1.37x 1.30x Ba3/88- 4.7x Ferrellgas $1.31 33% 97.2 $127 2,042 $2,163 9.1x 8.7x 4.9x NA Caa2/CCC 9.1x $2.083 Other select public companies Parkland Fuel Global Partners $30.56 86% 148.4 $4,536 2,462 $6,998 9.8x 9.1x 12.4x 11.1x 2.9% 2.9% 11.2% 1.2% 2.79x 3.07x Ba3/BB 3.0x $2,492 $19.66 93% 34.0 $668 17 954 2 $1,641 6.8x 7.4x 7.7x 8.0x 10.1% 10.2% 1.1% 1.39x 1.27x 81/8+ 2.9x CONFIDENTIAL $895 Sprague $18.48 66% 22.7 $420 122 357 $900 7.8x 7.0x 7.0x 6.5x 14.4% 7.0% 0.1% 1.00x 1.11x 3.3x $376 J.P. Morgan#9Transaction multiples Relevant transactions Announced Date 11/26/18 10/22/18 5/17/18 3/26/18 1/2/18 6/2/17 5/18/17 5/8/17 1/27/17 5/31/16 11/3/15 5/6/15 Acquiror ArcLight Capital Partners EnLink Midstream LLC Enbridge Inc. Tallgrass Energy GP ArchRock Inc. World Point Terminals, Inc. Energy Transfer Partners VTTI B.V. Enbridge Inc. Semgroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company Intra-company For reference only 11/8/18 Intra-company 7,432 10/18/18 Intra-company 2.926 10/9/18 Intra-company 5,811 9/19/18 1,742 Dominion Energy Midstream Partners Intra-company Spectra Energy Partners 8/24/18 Intra-company 3,300 8/1/18 Energy Transfer Partners Intra-company 27,516 5/17/18 Intra-company 559 Cheniere Energy Partners LP Williams Partners LP 5/17/18 The Williams Companies, Inc. Intra-company 10,468 2/16/17 TransCanada Corporation Columbia Pipeline Partners LP Intra-company 1,721 2/1/17 ONEOK, Inc. ONEOK Partners, L.P. Intra-company 15,516 5/13/15 The Williams Companies, Inc. Williams Partners LP Intra-company 33.626 Source: Press releases, company flings. Note: Premia based on unaffected target price at time of initial public offer, prior to announcement of definitive agreement Premium to last close and premium to 30-day VWAP included for reference only Western Gas Equity Partners Valero Energy Antero Midstream GP LP Target TransMontaigne Partners Enlink Midstream Partners Enbridge Energy Partners Tallgrass Energy Partners, LP ArchRock Partners LP World Point Terminals, LP PennTex Midstream Partners VTTI Energy Partners Midcoast Energy Partners, L.P. Rose Rock Midstream, L.P Targa Resources Partners LP Crestwood Midstream Partners LP Dominion Energy Enbridge Inc. Energy Transfer Equity Cheniere Energy Type Western Gas Partners Valero Energy Partners Antero Midstream Total LP equity value (Smm) $537 6,511 2,139 2.628 1,032 608 280 899 362 888 6,710 3.878 7 % equity consideration 100% 100% 100% 100% 100% 0% 0% 0% 0% 100% 100% 100% 100% 90% 100% 100% 100% 100% 100% 0% 100% 100% LP price / NTM LP DCF 10.3x 10.9x 1 76x 7.6x 7.2x 10.7x L 12.3x 1 13.0x 11.0x 1 10.1x 1 11.0x 11:2x 1 T 9.6x 4 1 1 1 13.8x 1 13.7x 11.6x 9.3x 13.0x 1 125 18.9x 1 16.0x 15.1x 1 1 1 1 T 1 CONFIDENTIAL For reference only Premium to last close 14% 1% 0% 1% 23% 1% 20% (9%) 0% 18% 17% 9% 8% 5% (3%) 10% 11% 7% 12% 26% 18% Premium to 30-day VWAP1 (1%) 2% 10% 28% 2% 20% 3% 5% 27% 16% 21% 2% 12% 6% 9% 19% 8% 13% 18% 22% 13% J.P.Morgan#10APU LP unlevered discounted cash flow EBITDA % growth Less: Tax D&A % capex EBIT Less: Taxes % Marginal tax rate EBIAT Plus: D&A Less: Capital expenditures %EBITDA Maintainance capex %EBITDA Growth capex %EBITDA Acquisition capex %EBITDA Plus: Proceeds from asset sales +/- Change in NWC Unlevered free cash flow Less: Stub Unlevered free cash flow for discounting PV of FCF (5mm) Net debt 7.25% 8.25% 7.75% 825% $1,401 1.300 1.376 GP value $375 PV of terminal value (5mm) rate LP equity value (5mm) Discourt 7.25% 7.75% 825% 0.00% $4,754 4,362 4.036 2019E 5610 5.202 4831 99.1% (116) Terminal growth rate 25.2% $494 (125) 19.2% Terminal grow th rate $369 116 10.0% (61) (56) 9.2% 17 13 $399 (100) $299 2.50% $7.451 6.640 5.972 0.00% 2.50% $2,706 $3,841 $5,483 2.382 3.302 4,061 2,840 3.901 2020E $635 125,1% $479 (121) 25.2% $358 156 (125) (156) 19.7% 9.5% Firm value (5mm) (60) 8.6% 7.35% (55) 1.6% (10) 7.25% 7.75% 15 20 $424 $424 Implied value per unit (S) Management projections 2021E $645 1,6% 0.00% $4,135 5,751 5414 Terminal growth rale 0.00% 25.50 21.05 119.8% Terminal grow th rate 125% 541.24 (140) 25.2% 30 49 $505 (127) $377 140 (117) 18.1% (53) 8.3% 7.5% (15) 2.3% 13 29 $442 2.50% $7,210 $8.852 6.671 8.000 6.200 7.350 $442 2.50% $58.87 50.04 42.74 2022E $655 1.6% Discourt (120) 101.3% 375- 375 Source: APU projections and terminal year as provided and approved by UGI management Company filings Note: Projections based on 09/30 fiscal year end. Valuation date as of 12/31/18, Terminal year assumes fiat margins as % of EBITDA and D&A as 99% of capex, Current APU share price of $30.87. GP value based on intrinsic valuation analysis and approved by UGI management 8 Includes non-controlling interest of $32mm and net debt of $2,962mm 293.1mm diluted LP units outstanding based on treasury stock method $535 (135) 25.2% $400 120 (118) 18.0% 8.2% 7.5% (49) 2.3% 7.75% (15) 13 17 $432 $432 Implied terminal value/2022E EBITDA 7.25% 7.75% CONFIDENTIAL Impiled price/2019E DCF multiple 000% 9.4x 0.00% 6.1x 7.0x 10 7x 90x TY $665 1.5% 99,0% $547 (138) 25.2% Terminal growth rale 125% 11.5k (118) Terminal growth rate 125% 11,3x 9,7x 8.4 $409 118 18.0% (120) (55) 8.2% 7.5% (50) 2.3% (15) 13 $438 $438 2.50% 14.8 13:4x 16 1x 11.7x J.P. Morgan#11APU LP discounted distributions analysis - For reference only $mm, unless otherwise noted EBITDA Ngrowth Less interest expense Less: Maintenance capex Memo: Growth capex Less: Taxes Distributable cash flow for discounting (pre-stub) Total coverage DCF growth Average units outstanding Memo: LP DCF/unit LP DPU LP DPU growth (1) Less: Stub LP DPU for discounting PV of DPU Cost of Kunbe 9.00% $10.75 10.00% 10.58 11.00% 10.41 PV of terminal value (per unit) Cost of Aunba Cost of Terminal yield Anbe LP DPU terminal growth rate 0.00% 1.00% 2.00% 9.00% $29.43 10.00% 25.71 11.00% 22.70 $33.60 $39.12 29.07 33.23 25:40 LPDPU terminal growth rate 0.00% 1.00% 2.00% 9.00% 10.00% 9.5% 11.00% 10,4% 8.4% 7.4% 83% 2010E 5610 (165) (56) (5) $379 1.20 93.0 $3.65 $3.16 (0.79) $2.37 Cost of Kunba Cost of 2019E yield Implied LP value per unit Asinba 9.00% 10.00% 11.00% 9 2020E 1635 9.00% 10.00% 11.00% (166) (80) (55) (5) $403 93.0 $3.78 $3.32 Management projections 2021E 5645 (165) (53) (49) 8.0% 8.8% $421 1,20x 93.0 $3.87 53.44 35% LPDPU terminal growth rate 0.00% 1.00% 2.00% $40.10 $44.44 $49.87 36.29 39.65 33.11 35.81 30.09 LPDPU terminal growth rate 0.00% 1.00% 2.00% 7.9% 0.3% 8.7% 9.5% 8.1% Cost of Aunbo Source: APU projections and terminal year as provided and approved by UGI management Note: Projections based on 09/30 fiscal year end; Assumes valuation date of 12/31/18, Maintenance capex reflects 52% of total capex per company flings: Cost of equity is ilustrative Reflects values implied from 93.1mm diluted LP units outstanding based on treasury stock method 2022E 5655 (165) (54) Implied LP equity value (5) 1,20x 2.4% 93.0 $3.93 $3.51 20% $3.51 9.00% 10.00% 11.00% CONFIDENTIAL TY 1665 1.5% (165) (55) (50) (5) $440 1.20x 93.0 $3.08 $3.57 1.7% LP DPU torminal growth rate 0,00% 1.00% 2.00% $3,742 54,138 $4.644 3.379 3.692 4,079 3.003 3.335 3.640 J.P. Morgan#12Summary of preliminary analysis for standalone UGI Implied share price - rounded to the nearest $0.25 (except 52-week high/low and analyst price targets) Market metrics Trading multiples 52-week low/high For reference only Analysts price target For reference only FV/2019E EBITDA FV/2020E EBITDA Price / 2019E EPS Price / 2020E EPS Sum of the parts - 2019E 2019E EBITDA basis For reference only Sum of the parts-2020E² 2020E EBITDA basis For reference only Discounted cash flow analysis Unlevered (after-tax) discounted cash flow analysis $43.60 $43.00 $48.00 $42.25 $43.50 $52.00 $46.25 $53.00 $48.50 Current: $55.42 $59.31 $57.25 $52 25 $57.75 $54.50 $65.00 $63.25 $62.25 $74.25 Metric $1,483 $1,483 $1,483 $1,668 $2.49 $3.12 $1,483 $1,668 Selected range applied to metric Low 9.6x 10.6x 9.50x 9.00x 17.00x 17.00x 9.6x³ $20.00 $30.00 $40.00 $50.00 $60.00 $70.00 $80.00 $90.00 Source: UGI projections and terminal year as provided and approved by UĢI management Note: Projections based on 09:30 fiscal year end FactSet as of 03/29/19, Valuation date as of 12/31/18, Assumes consolidated net debt of $4.369mm; Assumes NCI for trading multiples of $2,142mm based on market value (69 4mm units at $30,87% Assumes-178mm diluted shares outstanding based on treasury stock method, Market multiples implied based on 2019E EBITDA and sum of the parts multiples implied based on 2019 and 2020E EBITDA respectively Implied multiples based market metrics calculated using 2019E EBITDA See ilustrative sum of the parts analysis on pages 12 and 13 for more information 10 implied multiples based on sum of the parts calculated using 2010 and 2020E EBITDA: SOTP Sim value used for implied multiple calculated as equity value from SOTP plus consolidated net debt of $4,369mm plus NC1 of $2.142mm Deconsolidated free cash flows based on UGI (ex APU) and deconsolidated not debt of $1.407mm 9.0x² Unlevered (after-tax) DCF CONFIDENTIAL High 1151 12.2x 12.00x 10.00x 21,00x 18.50x 10.9x 10.6x² Discount rate=7.00% -8.00% Terminal growth rate=2.50%-350% J.P. Morgan#13Public trading metrics - UGI Diversified Smm, except per share data Share price as of 03/29/19 % of 52-week high! Diluted shares outstanding Equity value (+) Net debt and preferreds (+) NCI Firm value % Utility operating income (2018A) Trading multiples: Firm value/2019E EBITDA Firm value/2020E EBITDA P/2019E EPS P/2020E EPS Growth rates / coverage: 2019E-2021E EBITDA CAGR 2019E-2021E EPS CAGR Credit statistics: Rating (Moody's/S&P) Debt/LTM EBITDA $1,483 1,668 $2.49 3.12 Management 11.0x 9.8x 22.3x 17.8x 9.6% 17.4% NR/NR 3.5x $4,847 UGI $55.42 93% 177.6 $9,845 4,369 2,142 $16,356 23% $1,366 1.639 $2.64 3.03 Consensus 12.0x 10.0x 11 21.0x 18.3x 11.5% 9.0% Total gross debt Source: FactSet as of 03/29/19. UGI projections as provided and approved by UGI management Company filings Note: Projections and other public companies based on 09:30 fiscal year end. NOI of UGI based on market value (69.4mm units at $30.87) For reference only % of 52-week high metrics, select companies including Chesapeake FUGI projections as provided and approved by UGI management and included for reference only NR/NR 3.5x $4,847 Centerpoint Energy $30.70 98% 506.1 $15,537 13,608 0 $29,145 68% 10.4x 9.3x 18.6x 17.2x 7.4% 7.4% 888+/Baa2 4.5x $12,228 National Fuel $60.96 99% 86.8 $5,289 2.022 0 $7,311 17% 9.3x 8.9x 17.1x 3.6% (3.1%) BB8/Baa2 2.9x $2,132 CONFIDENTIAL Chesapeake $91.21 96% 16.5 $1,506 616 0 $2,124 82% 14.7x 13.6x 25.3x 23,6x 7.3% 5.9% NR/NR 4.2x $622 J.P. Morgan#14Illustrative 2019E sum-of-the-parts analysis for UGI- For reference only ($mm, except per share data) $4,034 UGI Utilities $4,274 $3,853 UGI Utilities AmeriGas UGI International Midstream & Marketing. Capitalized corporate costs, net $1,600 AmeriGas UGI International Midstream & 23 Firm value Metric $13,760 Net income EBITDA EBITDA EBITDA EBITDA ($20) 1 Capitalized Firm value Less: Marketing (pre-corporate) corporate costs, (post-corporate) Consolidated net net debt 2019E $mm $118 $503 $358 $152 ($2) Low Multiple range 21.50x 7.00x $13,739 9,75x 10.00x 9.50x ($4,369) High 28.00x 10.00x 11,75x 11.00x 12.00x ($698) Less: NCIS Low $3,650 $3,519 $3,494 CONFIDENTIAL $1,524 ($19) Implied price per share: -$48.99 $8,672 Firm value range Consolidated equity value High $4,418 $5,028 $4,211 $1,676 ($24) J.P.Morgan Source: UGI projections as provided and approved by UGI management Note: Projections based on 09/30 fiscal year end; FactSet as of 03/29/19: Assumes net debt of $4,360mm, Assumes -178mm diluted shares outstanding based on treasury stock method UGI Ustes impled firm value calculated by taking implied equity value (estimated net income multiplied by 12 selected PE multiple range) and adding net debt ($1,110mm) as per latest public UGI Uslides filings: AmeriGas and Midstream & Marketing EBITDA adjusted by implied taxes of 25.2% and 28.9% of budget EBIT, respectively Midstream & Marketing includes UGI Enterprises: Comprised of costs associated with UGI Holding and UGI Properties: NCI calculated based on 74.5% of the resulting LP equity value utilizing the sum of the parts APU firm value less APU net debt of $2.962mm less APU GP value of $375mm#15Illustrative 2020E sum-of-the-parts analysis for UGI - For reference only ($mm, except per share data) $4,580 UGI Utilities $4,363 $4,427 UGI Utilities AmeriGas UGI International Midstream & Marketing. Capitalized corporate costs, net $1,586 AmeriGas UGI International Midstream & 23 Firm value Metric $14.955 Net income EBITDA EBITDA EBITDA EBITDA Capitalized Firm value Less: Marketing (pre-corporate) corporate costs, (post-corporate) Consolidated net debt net 2020E $mm $149 $12 $521 $437 $187 $1 Low $14,968 Multiple range 20.00x 7.00x 9.00x 8.00x 9,00x ($4,369) High 26,50x 9.75x 11.25x 9.00x 10.00x ($764) Less: NCIS Low $4,095 $3,647 $3,935 CONFIDENTIAL $1,493 $12 Implied price per share: -$55.36 $9,835 Firm value range Consolidated equity value High $5,065 $5,079 $4,919 $1,679 $13 J.P.Morgan Source: UGI projections as provided and approved by UGI management Note Projections based on 09/30 fiscal year end: FactSet as of 03/29/19, Assumes net debt of $4,369mm; Assumes-178mm diluted shares outstanding based on treasury stock method, AUGI Utities implied firm value calculated by taking implied equity value (estimated net income multiplied by 13 selected P/E multiple range) and adding net debt ($1,110mm) as per latest public UGI Usities flings: AmeriGas and Midstream & Marketing EBITDA adjusted by implied taxes of 25.2% and 28.9% of budget EBIT, respectively Midstream & Marketing includes UGI Enterprises: Comprised of costs associated with UGI Holding and UGI Properties: NCT calculated based on 74.5% of the resulting LP equity value utilizing the sum of-the-parts APU firm value less APU net debt of $2.962mm less APU GP value of $375mm