This summary highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Eight directors have been nominated by the Board of Directors to stand for election as directors at the Annual Meeting of Shareholders based upon recommendations from the Corporate Governance Committee. Each director-nominee has consented to serve, if elected, until the next annual meeting or until his or her earlier resignation or removal. If any director-nominee is not available for election, proxies will be voted for another person nominated by the Board of Directors or the size of the Board will be reduced. AllOther than Theodore A. Dosch, who was elected by the Board of Directors to serve as a Director effective July 25, 2017, all of the director-nominees were elected to the Board by our shareholders at last year’s annual meeting. The Board of Directors has unanimously nominated M. Shawn Bort, Theodore A. Dosch, Richard W. Gochnauer, Frank S. Hermance, Anne Pol, Marvin O. Schlanger, James B. Stallings, Jr., Roger B. Vincent and John L. Walsh forre-election as directors at the Annual Meeting. Ernest E. Jones,Roger B. Vincent, a current director, is not standing for re-election in accordance withhas elected to retire from the Company’sBoard. The mandatory retirement policy for directors.directors was amended during Fiscal 2017 extending the retirement age from 72 years to 75 years.

Information about Director-Nominees

Biographical information for each of the director-nominees standing forre-election is set forth below, as well as a description of the specific experience, qualifications, attributes and skills that led the Board to conclude that, in light of the Company’s business and structure, the individual should serve as a director. The Board believes that each director-nominee has valuable individual skills and experience that, taken as a whole, provide the depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

Principal Occupation and Business Experience:    Ms. Bort retired in 2015 as Senior Vice President, Finance of Saint-Gobain Corporation, the North American business of Compagnie de Saint-Gobain (a global manufacturer and distributor of flat glass, building products, glass containers and high performance materials) (2006 to 2015). Ms. Bort was formerly Vice President, Finance (2005 to 2006) and Vice President, Internal Control Services (2002 to 2005) of Saint-Gobain. Prior to joining Saint-Gobain, she was a partner with PricewaterhouseCoopers LLP, a public accounting firm (1997 to 2002), having joined Price Waterhouse in 1984. Ms. Bort also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:    Ms. Bort’s qualifications to serve as a director include her senior financial executive management experience with a global company, andas well as her extensive public accounting knowledge and experience. Her education (Ms. Bort has a bachelor’s degree in accounting from Marquette University and a Master of Business Administration degree in finance and operations management from the Wharton School of the University of Pennsylvania) and experience provide her with financial expertise and a

well-developed awareness of IT infrastructure, financial strategy, asset management and risk management. Ms. Bort also possesses international experience by virtue of her former executive position at a large global company.

Principal Occupation and Business Experience:    Mr. Dosch is Executive Vice President of Finance and Chief Financial Officer of Anixter International Inc. (a leading global distributor of network & security solutions, electrical & electronic solutions and utility power solutions) (since 2011). He previously served as Anixter International’s Senior Vice President, Global Finance (2009 to 2011). Prior to joining Anixter International, Mr. Dosch held a number of executive positions with Whirlpool Corporation, including CFO - North America and Vice President of Maytag Integration (2006 to 2008), Corporate Controller (2004 to 2006) and CFO – North America (1999 to 2004). Mr. Dosch also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:    Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at both Anixter International and Whirlpool. His education (Mr. Dosch has a bachelor’s degree in accounting from Ohio University and is a certified public accountant) and experience provide him with financial expertise. Mr. Dosch possesses extensive international expertise by virtue of his positions at Anixter International and Whirlpool Corporation, companies with global operations, as well asin-depth experience in the areas of strategic planning, asset management, and risk management.

Principal Occupation and Business Experience:    Mr. Gochnauer retired in May 2011 as Chief Executive Officer and Director of United Stationers, Inc. (a wholesale distributor of business products) (2002 to 2011). He previously served as President and Chief Operating Officer and Vice Chairman and President, International, of Golden State Foods Corporation (a diversified international supplier to the food service industry supplier)industry) (1994 to 2002). Mr. Gochnauer also serves as a Director of AmerisourceBergen Corporation (a wholesale distributor of business products in the U.S. and internationally), Golden State Foods Corporation, and UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:    Mr. Gochnauer’s qualifications to serve as a director include his extensive senior management experience as Chief Executive Officer of a large public company and his operational, strategic planning, technology, and business development expertise. Mr. Gochnauer’s education (Mr. Gochnauer has a Bachelor of Science degree from Northwestern University and a Master of Business

Administration from Harvard University) and experience provide him with financial expertise. Mr. Gochnauer is also able to offer significant insights in the areas of international operations, logistics and distribution, government regulation and corporate governance.

Principal Occupation and Business Experience:    Mr. Hermance is the retired Chairman of the Board(2001 to 2017) and Chief Executive Officer (1999 to 2016) of AMETEK, Inc. (a global manufacturer of electronic instruments and electromechanical devices) (since 2001). He previously served as AMETEK’s Chief Executive Officer (1999 – 2016) and as President and Chief Operating Officer (1996 to 1999). Mr. Hermance is a member of the Board of Trustees of the Rochester Institute of Technology. He also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company, and as a Director Emeritus of the Greater Philadelphia Alliance for Capital and Technologies.Technologies, as Vice Chairman of the World Affairs Council of Philadelphia, and as an advisory board member at American Securities LLP. He previously served as a Directormember of IDEX Corporation, ending in April 2012.the Board of Trustees of the Rochester Institute of Technology (until November 2016).

Key Skills and Qualifications:    Mr. Hermance’s qualifications to serve as a director include his extensive senior management experience in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of a large global public company. The Board also considered Mr. Hermance also providesHermance’s relevant experience in the areas of corporate governance, mergers and acquisitions, human resources management,international operations, logistics, distribution, risk management, mergers and acquisitions, corporate governance, human resources management and executive compensation. As an executive of a company with global operations, Mr. Hermance also provides the Board with international experience.

Principal Occupation and Business Experience:    Mrs. Pol retired in 2005 as President and Chief Operating Officer of Trex Enterprises Corporation (a high-technology research and development company), a position she had held since 2001. She previously served as Senior Vice President (1998 to 2001) and Vice President (1996 to 1998) of Thermo Electron Corporation (an environmental monitoring and analytical instruments company and a major producer of recycling equipment, biomedical products and alternative energy systems). Mrs. Pol also served as President of Pitney Bowes Shipping and Weighing Systems Division, a business unit of Pitney Bowes Inc. (a mailing and related business equipment company) (1993 to 1996); Vice President of New Product Programs in the Mailing Systems Division of Pitney Bowes Inc. (1991 to 1993); and Vice President of Manufacturing Operations in the Mailing Systems Division of Pitney Bowes Inc. (1990 to 1991). Mrs. Pol also serves as a Director of UGI Utilities, Inc. and AmeriGas Propane, Inc., both of which are subsidiaries of UGI Corporation.

Key Skills and Qualifications:    Mrs. Pol’s qualifications to serve as a director include her strategic planning, business development and technology experience as a senior-level executive with a diversified

high-technology company. Mrs. Pol also possesses an important understanding of, and extensive experience in, the areas of executive compensation, human resource management, corporate governance and government regulation. The Board also considered Mrs. Pol’s intimate knowledge and understanding of the Company’s businesses by virtue of her years serving as a director of the Company.

Principal Occupation and Business Experience:    Mr. Schlanger serves as the Company’s Chairman of the Board (since January 2016). He is a Principal in the firm of Cherry Hill Chemical Investments, L.L.C. (a management services and capital firm for chemical and allied industries) (since 1998). Mr. Schlanger served as Chief Executive Officer of CEVA Holdings BV and CEVA Holdings, LLC, an international logistics supplier (2012 to 2013). Mr. Schlanger is currently a director of AmeriGas Propane, Inc., and UGI Utilities, Inc., both of which are subsidiaries of UGI Corporation. He is also a director of CEVA Holdings, LLC, where he serves asnon-executive chairman, CEVA Group, plc, where he serves asnon-executive chairman, Hexion, Inc., Momentive Performance Materials, Inc., and VECTRA Company.

Key Skills and Qualifications:    Mr. Schlanger’s qualifications to serve as a director include his senior management, strategic planning, business development, risk management, and general operationsoperational experience. Additionally, by virtue of his experience throughout his career as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of ArcoARCO Chemical Company, a large public company. By virtue ofcompany, and his senior executive leadership at companies with global operations, Mr. Schlanger also provides the Board with international experience. The Board also considered Mr. Schlanger’s experience serving as chairman, director and committee member on the boards of directors of large public and private international companies.

Principal Occupation and Business Experience:    Mr. Stallings is Managing Partner of PS27 Ventures, LLC, a private investment fund focused on technology companies (since January 2013). Mr. Stallings retired from International Business Machines Corporation (IBM) (a global provider of information technology and services) as General Manager of Global Markets, Systems and Technology, a position he had held since 2009. From 2002 to 2009, Mr. Stallings held a number of senior executive leadership positions at IBM in the technology, mainframe, software and intellectual property areas. He was founder, Chairman and CEO of E House (a consumer technology company) from 2000 to 2002. Previously he was Executive Vice President, Physician Sales & Services, Inc. (a medical products supplier) from(from 1996 to 2000.2000). Mr. Stallings currently serves as a director of Fidelity National Information Services Corporation (FIS) (a global provider of banking and payment technology, consulting and outsourcing solutions) and as a director of UGI Utilities, Inc., a subsidiary of the Company.

Key Skills and Qualifications:    Mr. Stallings’ qualifications to serve as a director include his expertise and extensive experience managing enterprise-wide global technology and information systems, including responsibility for profit and loss statements. With Mr. Stallings’ combination of business development and technology infrastructure expertise, as well as his education (Mr. Stallings has a Bachelor of Science degree from the U.S. Naval Academy) and his service as a director on other boards, he provides valuable business development, board-level risk management oversight (including fromwith respect to a regulated industry), finance experience and finance experience.corporate governance. The Board also considered his strong leadership, operations experience and strategic planning, as well as his investment committee experience at a venture capital company. By virtue of his other board service, Mr. Stallings possesses experience with board-level risk oversight, corporate governance and banking issues.

Mr. Vincent retired in 2011 from his position as President of Springwell Corporation, a corporate finance advisory firm he founded in 1989. Prior to 1989, Mr. Vincent held various positions at Bankers Trust Company, including managing director. Mr. Vincent serves as Trustee and Former Chairman of the Board of the VOYA Funds and as a Director of UGI Utilities, Inc., a subsidiary of the Company. He previously served as a Director of AmeriGas Propane, Inc., a subsidiary of the Company, from 1998 to 2006.

Mr. Vincent’s qualifications to serve as a director include his extensive experience as founder and senior executive of a corporate finance advisory firm, as well as his prior experience as a managing partner at a major banking institution. In addition, the Board considered Mr. Vincent’s many years serving as a director and trustee at various funds of a registered investment company, his service as a member or chair of the audit committees for public companies and funds, and his service as a director of the National Association of Corporate Directors.

		JOHN L. WALSH President and Chief Executive Officer   Director since 2005 Age 6162   Member, Executive Committee

Principal Occupation and Business Experience:    Mr. Walsh is a Director and President (since 2005) and Chief Executive Officer (since 2013) of UGI Corporation. In addition, Mr. Walsh serves as a Director and Chairman of the Board of AmeriGas Propane, Inc. (since 2016) where he had served as a director and vice chairman since 2005. He also serves as a Director and Vice Chairman of UGI Utilities, Inc. (since 2005). Both AmeriGas Propane, Inc. and UGI Utilities, Inc. are subsidiaries of UGI Corporation. Mr. Walsh served as Chief Operating Officer of UGI Corporation (2005-2013) and as President and Chief Executive Officer of UGI Utilities, Inc. (2009 to 2011). Previously, Mr. Walsh was the Chief Executive of the Industrial and Special Products Divisiondivision of the BOC Group plc (an industrial gases company), a position he assumed in 2001. He was an Executive Director of BOC (2001 to 2005), having joined BOC in 1986 as Vice President – Special Gases and having held various senior management positions in BOC, including President of Process Gas Solutions, North America (2000 to 2001) and President of BOC Process Plants (1996 to 2000). Mr. Walsh also serves as Director at Main Line Health, Inc., the United Way of Southeastern Pennsylvania and Southern New Jersey, the World Affairs Council of Philadelphia and the World LPG Association.Philadelphia Zoo, and as Trustee at the Saint Columbkille Partnership School.

Key Skills and Qualifications:    Mr. Walsh’s qualifications to serve as a director include his extensive strategic planning, logistics and distribution and operational experience and his executive leadership experience as the Company’s CEOPresident and President,Chief Executive Officer, as well as his previous service as the Company’s Chief Operating Officer, and his other prior senior management experience with a global public company. Mr. Walsh hasin-depth knowledge of the Company’s businesses, competition, risks and health, environmental and safety issues. Mr. Walsh, by virtue of his current position and his previous position at a multinational industrial gas company, possesses international experience, as well as management development and compensation experience.

Corporate Governance Principles

The business of UGI Corporation is managed under the direction of the Board of Directors. As part of its duties, the Board oversees the corporate governance of the Company for the purpose of creating long-term value for its shareholders and safeguarding its commitment to its other stakeholders: our employees, our customers, our suppliers, andvendors, creditors, and the communities in which we do business. To accomplish this purpose, the Board considers the interests of the Company’s shareholders when, together with management, it sets the strategies and objectives of the Company.

The Board, recognizing the importance of good corporate governance in carrying out its responsibilities to our shareholders, has adopted the UGI Corporation Principles of Corporate Governance. The Principles of Corporate Governance provide a framework for the effective governance of the Board and the Company by outlining the responsibilities of the Board and Board Committees. The Board, upon recommendation of the Corporate Governance Committee, regularly reviews the Principles and, as appropriate, updates them in response to changing regulatory requirements, feedback from shareholders on governance matters and evolving best practices in corporate governance.

The full text of the Company’s Principles of Corporate Governance can be found on the Company’s website, www.ugicorp.com, , under Investor Relations, Corporate Governance or in print, free of charge, upon written request.

Director Independence

The Board has determined that, other than Mr. Walsh, no Director has a material relationship with the Company, and each Director satisfies the criteria for an “independent director” under the rules of the New York Stock Exchange.

The Board has established the following additional guideline to assist it in determining director independence:

In making its determination of independence, the Board, with the assistance of the Company’s legal counsel, considered charitable contributions and ordinary business transactions between the Company, or affiliates of the Company, and companies where our Directors are employed or serve as directors, all of which were in compliance with either the independence rules of the New York Stock Exchange or the categorical standard set by the Board of Directors for determining director independence.

Board Leadership Structure and Role in Risk Management

The Board of Directors regularly assesses and determines the most appropriate Board structure to ensure effective and independent leadership while also ensuring appropriate insight into the operations and strategic direction of the Company. In connection with the retirement of Lon R. Greenberg as Chairman of theThe Board the Boardhas determined that the appointment of an independent Chairman would beat this time is the most appropriate leadership structure.structure for the Company, taking into account the current business conditions and the environment in which the Company operates. Mr. Schlanger was first elected as Chairman of the Board effectivein January 28, 2016. The Board believescontinues to believe that the Company is best served by having Mr. Schlanger as independent ChairChairman due to his unique,in-depth knowledge of the Company’s corporate strategy and operating history and his experience as the Company’s Presiding Director since 2011.

Senior managementWe believe that the leadership structure of the Company is responsible for assessing and managing risk. Senior management has developedour Board supports its effective oversight of our risk management. Our Board takes an enterpriseactive role in risk management, process intendedfulfilling its oversight responsibilities directly and through delegation to identify, prioritizethe Audit Committee, the Corporate Governance Committee, the Compensation and monitor keyManagement Development Committee and the Safety, Environmental and Regulatory Compliance Committee of those risks that may affectwithin their areas of responsibility and expertise, with the Company. OurChair of each Committee reporting to the Board on his or her respective committee’s oversight activities and

decisions. The Board also plays an important role in overseeing management’s performance of these functions. In addition to general risk oversight by the Board, the charter of the Audit Committee sets out the primary responsibilities of the Audit Committee. Those responsibilities require the Audit Committee to discuss with management, the general auditorin assessing and the independent auditors, the Company’s enterprise risk management policies and processes, including major risk exposures, risk mitigation, and the design and effectiveness of the Company’s processes and controls to prevent and detect fraudulent activity. The Compensation and Management Development Committee is responsible for oversight of the Company’s compensation programs to ensure that the programs do not encourage employees to take unnecessary or excessive risks. The Safety, Environmental and Regulatory Compliance Committee has primary oversight responsibility for the review of programs, procedures, initiatives and training related to safety, environmental and regulatory compliance for the Company’s domestic and international business units as well as the review of policies and programs to promote cyber security and to mitigate cyber security risks.managing risk.

Our businesses are subject to a number of risks and uncertainties, which are described in detail in our Annual Report on Form10-K for the fiscal year ended September 30, 2016.2017. Throughout the year, in conjunction with its regular business presentations to the Board and its committees, management highlights significant risks and risk mitigation plans. Management also reports to each of the Committees and the Board on steps being taken to enhance management processes and controls in light of evolving market, business, regulatory and other conditions. The Chair of each Committee reports toBoard reviews the entire Board on his or her respective committee’s activitiesrisks facing the Company with both an annual and decisions.longer-term strategic focus. In addition, on an annual basis, an extended meeting of the Board is dedicated to reviewing the Company’s short- and long-term strategies and objectives, including consideration of significant risks to the execution of those strategies and the achievement of the Company’s objectives.

Board Meetings and Attendance

The Board of Directors held 610 meetings in Fiscal 2016.2017. All Directors attended at least 75 percent of the meetings of the Board of Directors and Committees of the Board of which they were members. Generally, all Directors are expected to attend the Company’s Annual Meeting of Shareholders, and eachabsent unforeseen circumstances that prevent their attendance. Each of the Company’s DirectorsBoard members, with the exception of one director, attended the 20162017 Annual Meeting of Shareholders.

Independent Directors of the Board also meet in regularly scheduled sessions without management. These sessions are led by our Chairman.

Board and Committee Structure

Annually, the Corporate Governance Committee monitors and assesses the structure, composition, operation and performance of the Board and, if appropriate, makes recommendations for changes. Our Board Committees include Audit, Compensation and Management Development, Corporate Governance, Executive, and Safety, Environmental and Regulatory Compliance. The members of each of the Board Committees, with the exception of the Executive Committee, are independent as defined by the New York Stock Exchange listing standards. The charters of the Audit, Corporate Governance, Compensation and Management Development, and Safety, Environmental and Regulatory Compliance Committees can be found on the Company’s website, www.ugicorp.com, under Investor Relations, Corporate Governance, or in print, free of charge, upon written request.

Audit Committee

The Audit Committee (i) oversees the Company’s accounting and financial reporting processes and independent audits of the financial statements; (ii) oversees the adequacy of internal controls relative to financial and business risk; (iii) monitors compliance with enterprise risk management policies; (iv) appoints, and approves the compensation of, the independent accountants; (v) monitors the independence of the independent registered public accounting firm and the performance of the independent accountants and the internal audit function; (vi) discusses with management, the general auditor and the independent auditor, policies with respect to risk assessment and risk management; (vii) provides a means for open communication among the Company’s independent accountants, management, internal audit staff and the Board; and (viii) oversees compliance with applicable legal and regulatory requirements.

Our Board has determined that each member of the Audit Committee is considered to be financially literate under applicable New York Stock Exchange listing standards. Additionally, the Board has determined that Ms. Bort and Mr. Gochnauer qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC.

Compensation and Management Development Committee

The Compensation and Management Development Committee (i) establishes and reviews overall executive compensation philosophy and objectives; (ii) reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives and, together with the other independent Directors, on the Board, determines and approves the CEO’s compensation based upon such evaluation; (iii) assists the Board in establishing a succession plan for the position of CEO; (iv) reviews the Company’s plans for management development and senior management succession; (v) establishes executive compensation policies and programs, ensuring that such plans do not encourage unnecessary risk-taking; (vi) approves salaries, target bonus levels, and awards and payments to be made to senior executives (other than the CEO); (vii) reviews with management the CD&A; (viii) oversees compliance with the Company’s recoupment policy; (ix) oversees compliance with the Company’s stock ownership policy; and (x) selects and oversees the performance of the compensation consultant, ensuring such consultant’s independence.

Corporate Governance Committee

The Corporate Governance Committee (i) identifies nominees and reviews the qualifications of persons eligible to stand for election as Directors and makes recommendations to the Board; (ii) reviews and recommends candidates for committeeCommittee membership and chairs; (iii) advises the Board with respect to significant developments in corporate governance matters; (iv) reviews and assesses the performance of the Board and each Committee; (v) reviews and recommends Director compensation; and (vi) reviews director and officer indemnification and insurance coverage.

Safety, Environmental and Regulatory Compliance Committee

The Safety, Environmental and Regulatory Compliance Committee (i) reviews the adequacy of, and provides oversight with respect to, the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training; (ii) reviews operational risks associated with the Company’s businesses; (iii) reviews the Company’s policies and programs to promote cyber security; (iv) reviews reports regarding the Company’s code of ethical conduct for employees to the extent relating to safety, environmental and regulatory compliance matters; and (v) keeps abreast of the regulatory environment within which the Company operates.

Executive Committee

The Committee has limited powers to act on behalf of the Board of Directors between regularly scheduled meetings on matters that cannot be delayed.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation and Management Development Committee are Messrs. Hermance, Jones and Vincent and Mrs. Pol. Mr. Schlanger was a member of the Compensation and Management Development Committee during a portion of Fiscal 2016. None of the members is a former or current officer or employee of the Company or any of its subsidiaries, or is an executive officer of another company where an executive officer of UGI Corporation is a director.

Selection of Board Candidates

The Corporate Governance Committee conducts an annual assessment of the composition of the Board and Committees and reviews with the Board the appropriate skills and characteristics required of Board members. The Committee seeks director candidates based upon a number of qualifications, including independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and the ability to foster a diversity of backgrounds and views and to complement the Board’s existing strengths.strengths, recognizing that diversity is a critical element to enhancing board effectiveness. The Committee continuously evaluates these desired attributes in light of the Company’s strategy and needs as part of its Director succession planning process. The Committee seeks individuals who have a broad range of demonstrated abilities and accomplishments in areas of strategic importance to the Company, such as general management, finance, energy distribution, international business, law and public sector activities. Directors should also possess a willingness to challenge and stimulate management and the ability to work as part of a team in a collegial atmosphere. The Committee also seeks individuals who are capable of devoting the required amount of time to serve effectively on the Board and its Committees. With respect to incumbent Directors, the Committee also considers the past performance of each Director. As part of the annual process of nominating independent Board candidates, the Committee obtains an opinion of the Company’s General Counsellegal counsel that there is no reason to believe that the Board candidate is not “independent” as defined by the New York Stock Exchange listing standards.

The Corporate Governance Committee considers recommendations from a wide variety of its business contacts, including current non-management Directors, executive officers, community leaders, and shareholders as a source for potential Board candidates. The Committee may also utilizeutilizes the services of a third-party search firm to assist it in identifying and evaluating possible nominees for director.Director. The Board reviews and has final approval of all potential directorDirector nominees for election to the Board. During Fiscal 2017, the Board of Directors, upon recommendation by the Corporate Governance Committee, elected Theodore A. Dosch as a member of the Board. Mr. Dosch’s biography and qualifications are set forth in ITEM 1 – Election of Directors, beginning on page 6. Mr. Dosch was selected after considering the Company’s strategic direction, as well as Director tenure and the diversity, skills and qualifications of Directors who are expected to retire in the near future.

WrittenShareholders may submit written recommendations by shareholders for director nominees should be submitted to the Corporate Secretary, UGI Corporation, 460 North Gulph Road, King of Prussia, PA 19406. The Company’s Bylaws do not permit shareholders to nominate candidates from the floor at an annual meeting without notifying the Corporate Secretary 45 days prior to the anniversary of the mailing date of the Company’s proxy statement for the previous year’s annual meeting. Notification must include certain information detailed in the Company’s Bylaws. If you intend to nominate a candidate from the floor at the Annual Meeting, please contact the Corporate Secretary.

Board Evaluation Process

The Board is committed to a comprehensive annual performance self-assessment process, which seeks to determine whether it and its Committees function effectively. The Corporate Governance Committee oversees the process with the assistance of outside counsel. Each year, the Committee reviews the overall evaluation process, as well as the substantive matters to be addressed. The results of the assessments are discussed with the Committees and with the full Board following the compilation and discussion of results.

This year’s process consisted of interviews by the Chairman with each Director to discuss his or her assessment of the effectiveness of the Board and each Committee on which he or she serves, as well as to discuss individual Director performance and Board dynamics. The Chairman was interviewed by outside counsel as part of the process. The Directors were provided an outline of potential questions in advance of the interviews to ensure that specific topics, such as the strategic planning process, were addressed. The Chairman’s notes were forwarded to outside counsel, who then compiled a report summarizing the results of the interviews. Each Committee and the Board then discussed the summarized results, with each Committee providing a report to the Board on the results of its self-assessment. As part of the process, any items requiring additional consideration are monitored by the Corporate Secretary throughout the subsequent year forfollow-up action, as appropriate.

Investor Outreach

UGI seeks regular engagement with investors in order to communicate our strategy and to solicit feedback from the investment community. Management periodically engages a third party consultant to obtain independent feedback from our investors. In Fiscal 2017, we held an Analyst Day in New York City and participated in a number of investor conferences, roadshows, meetings at our corporate office, and telephonic discussions with investors. These meetings occurred both in the United States and in Europe and were attended by various members of the Company’s senior management, including our Chief Executive Officer, Chief Financial Officer, Treasurer, and/or senior members of our business unit management teams. Management periodically discusses feedback, including key themes and other insights gained from the investor outreach meetings, at the Company’s Board and Committee meetings, as appropriate. The Board of Directors, as well as the management team, values the perspectives of our investors as it helps us to understand and evaluate the effectiveness of our investor communications. Additionally, the Compensation and Management Development Committee takes into consideration the results of the annual advisory vote on the Company’s executive compensation program. At the 2017 Annual Meeting, over 96% of the Company’s shareholders showed their strong support by voting to approve the compensation of the Company’s named executive officers.

Code of Ethics

The Company has also adopted (i) a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and (ii) a Code of Business Conduct and Ethics for Directors, Officers and Employees. Both Codes are posted on the Company’s website, www.ugicorp.com, under Investor Relations – Corporate Governance. All of these documents are also available free of charge by writing to the Treasurer of UGI Corporation at P.O. Box 858, Valley Forge, PA 19482.

Investor OutreachCompensation Committee Interlocks and Insider Participation

UGI seeks regular engagement with investors in order to communicate our strategy and to solicit feedback from the investor community. Management periodically engages a third party to obtain independent feedback from our investors. In Fiscal 2016, we participated in a number of investor conferences, roadshows, meetings at our corporate office, and telephonic discussions with investors. These meetings occurred both in the United States and in Europe and were attended by variousThe current members of senior management, including our Chief Executive Officer, Chief Financial Officer, Treasurer, and/or senior members of our business segment management teams. Management periodically discusses feedback, including key themes and other insights gained from the investor outreach meetings, at the Company’s Board and Committee meetings, as appropriate. The Board of Directors, as well as the management team, values the perspectives of our investors as it helps us to understand and evaluate the effectiveness of our investor communications. Additionally, the Compensation and Management Development Committee takes into consideration the resultsare Mrs. Pol and Messrs. Hermance and Vincent. Ernest E. Jones, a former director until his retirement in January 2017, was a member of the annual advisory vote on the Company’s executive compensation program. At the 2016 Annual Meeting, over 96%Compensation and Management Development Committee during a portion of Fiscal 2017. None of the Company’s shareholders showed their strong support by voting to approve the compensationmembers is a former or current officer or employee of the Company’s namedCompany or any of its subsidiaries, or is an executive officers.officer of another company where an executive officer of UGI Corporation is a director.

Communications with the Board

You may contact the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group by writing to them c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. These contact

instructions have been posted on the Company’s website at www.ugicorp.com under Investor Relations – Corporate Governance.

Any communications directed to the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group from employees or others that concern complaints regarding accounting, financial statements, internal controls, ethical or auditing matters will be handled in accordance with procedures adopted by the Audit Committee.

All other communications directed to the Board of Directors, an individual non-management director,independent Director, or the non-managementindependent Directors as a group are initially reviewed by the Corporate Secretary. In the event the Corporate Secretary has any question as to whether the directorsDirectors should be made aware of any issue raised, the Corporate Secretary shall be entitled to consult with the Chair of the Board in making such determination. The Corporate Secretary will distribute communications to the Board, an individual director, or to selected directors, depending on the content of the communication. The Corporate Secretary maintains a log of all such communications that is available for review for one year upon request of any member of the Board.

Typically, we do not forward to our Board communications from our shareholders or other parties that are of a personal nature or are not related to the duties and responsibilities of the Board, including, but not limited to, junk mail and mass mailings, resumes and other forms of job inquiries, opinion surveys and polls and business solicitations or advertisements.

COMPENSATIONCOMPENSATION OF DIRECTORS DIRECTORS

The table below shows the components of director compensation for Fiscal 2016.2017. A Director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board of Directors or on any Committee of the Board.

(3)

Stock Options. Allnon-management Directors, excluding Mr. Greenberg,Messrs. Schlanger and Dosch, received 9,000 stock options in Fiscal 20162017 as part of their annual compensation. Mr. StallingsSchlanger received an additional 2,80015,400 stock options in Fiscal 2016 in consideration2017 for Mr. Stallings’his service as a Director during 2015.Non-Executive Chairman. Mr. Dosch received 4,500 stock options as part of his annual compensation upon his election to the Board of Directors on July 25, 2017. The options were granted under the 2013 Plan. The option exercise price is not less than 100 percent of the fair market value of the common stock on the effective date of the grant, which is either the date of the grant or a future date. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability or death. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2013 Plan, the option remains exercisable through its original expiration date. The amounts shown in column (d) above represent the grant date fair value of each Director’s Fiscal 2016 award received.2017 award. For the number of stock options held by each Director as of September 30, 2016,2017, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS—DIRECTORS AND EXECUTIVE OFFICERS—Beneficial Ownership of Directors, Nominees and Named Executive Officers – Exercisable Options for UGI Common Stock, page 58.pages 57-58.

Director Equity Plan Limits: The Company has a $500,000 annual limit with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new directors with the relevant skills and attributes desired in director candidates.

Stock Ownership Guidelines and Equity Plan Limits for Independent Directors: All independent directors are required to own Company common stock, together with stock units, in an aggregate amount equal to five times the Directors’ annual cash retainer and to achieve the target level of common stock ownership within five years after joining the Board.

The Company has a $500,000 annual limit with respect to individual Director equity awards. In establishing this limit, the Board of Directors considered competitive pay levels as well as the need to retain its current Directors and attract new Directors with the relevant skills and attributes desired in director candidates.

The Company’s Board of Directors has adopted a written policy for the review and approval of Related Person Transactions.that applies to transactions with related parties. The policy applies to any transaction in which (i) the Company or any of its subsidiaries is a participant, (ii) any related person has a direct or indirect material interest, and (iii) the amount involved exceeds $120,000, except for any such transaction that does not require disclosure under SEC regulations. The Audit Committee of the Board of Directors, with assistance from the Company’s General Counsel, is responsible for reviewing, approving and ratifying related person transactions. The Audit Committee intends to approve or ratify only those related person transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.

The Audit Committee is composed of independent Directors as defined by the rules of the New York Stock Exchange and acts under a written charter adopted by the Board of Directors. As described more fully in its charter, the role of the Committee is to assist the Board of Directors in its oversight of the quality and integrity of the Company’s financial reporting process. The Committee also has the sole authority to appoint, retain, fix the compensation of, and oversee the work of, the Company’s independent auditors.

In this context, the Committee has met and held discussions with management and the independent auditors to review and discuss the Company’s internal control over financial reporting, the interim unaudited financial statements, and the audited financial statements for Fiscal 2016.2017. The Committee also reviewed management’s report on internal control over financial reporting, required under Section 404 of the Sarbanes-Oxley Act of 2002. As part of this review, the Committee reviewed the bases for management’s conclusions in that report and the report of the independent registered public accountants on the effectiveness of the Company’s internal control over financial reporting. The Committee has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16,1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent auditors their independence.

Management has primary responsibility for the financial reporting process, including the system of internal controls, and for preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Committee appointed Ernst & Young LLP (“EY”) to audit the Company’s financial statements as of and for the fiscal year ended September 30, 2016.2017. EY was first engaged as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2015. The Committee considered a variety of factors in selecting EY as the Company’s independent registered public accounting firm, including the firm’s independence and internal quality controls, the overall depth of talent, and EY’s experience with the Company’s industry and companies of similar scale and size. In determining whether to reappoint EY as the Company’s independent registered public accounting firm for the year ending September 30, 2016,2017, the Committee again took those factors into consideration along with its evaluation of the past performance of EY and EY’s familiarity with the Company’s business and internal control over financial reporting. EY’s audit report appears in our Annual Report on Form10-K for the fiscal year ended September 30, 2016.2017. The Committee is responsible for the audit fee negotiations associated with the retention of EY.

The members of the Committee are not professionally engaged in the practice of auditing or accounting. The members of the Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America, that the financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that our auditors are, in fact, “independent.”

Based upon the reviews and discussions described in this report, the Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 20162017 for filing with the SEC.

Audit Committee

M. Shawn Bort, Chair

Richard W. Gochnauer

James B. Stallings, Jr.

In the course of its meetings, the Audit Committee considered whether the provision by Ernst & Young LLP of the professional services described below was compatible with Ernst & Young LLP’s independence. The Committee concluded that our independent registered public accounting firm is independent from the Company and its management.

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation of and overseeing the work of the Company’s independent accountants. In recognition of this responsibility, the Audit Committee has a policy ofpre-approving audit and permissiblenon-audit services provided by the independent accountants. The Audit Committee has also delegated approval authority to its chair, such authority to be exercised in the intervals between meetings, in accordance with the Audit Committee’spre-approval policy.

Prior to engagement of the Company’s independent registered public accounting firm for the next year’s audit, management submits to the Audit Committee for approval a list of services expected to be rendered during that year, and fees related thereto. The aggregate fees billed by Ernst & Young LLP, the Company’s independent registered public accountants in Fiscal 20162017 and 2015,2016, were as follows:

REPORTREPORT OFTHE COMPENSATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE MANAGEMENT DEVELOPMENT     COMMITTEE OF THE BOARD OF DIRECTORS THE BOARDOF DIRECTORS

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Committee recommended to the Company’s Board of Directors, and the Board of Directors approved, the inclusion of the Compensation Discussion and Analysis in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 20162017 and the Company’s proxy statement for the 20172018 Annual Meeting of Shareholders.

Compensation and Management

Development Committee

Anne Pol, Chair

Frank S. Hermance

Ernest E. Jones

Roger B. Vincent

Notwithstanding anything to the contrary, the reports of the Compensation and Management Development Committee and the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

INTRODUCTION

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following executive officers: John L. Walsh, our President and Chief Executive Officer; Kirk R. Oliver, our Chief Financial Officer; Jerry E. Sheridan, President and Chief Executive Officer of AmeriGas Propane, Inc. (“AmeriGas Propane”); Roger Perreault, President of UGI International, LLC (“UGI International”); and Monica M. Gaudiosi, our Vice President, General Counsel and Secretary. We refer to these executive officers as our “named executive officers” for Fiscal 2016.2017.

Compensation decisions for Mr. Walsh were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee, while compensation decisions for Messrs. Oliver and Perreault and Ms. Gaudiosi were made by the Compensation and Management Development Committee. Compensation decisions for Mr. Sheridan were made by the independent members of the Board of Directors of AmeriGas Propane, the General Partner of AmeriGas Partners, L.P. (“AmeriGas Partners”), after receiving the recommendation of its Compensation/Pension Committee. For ease of understanding, we will use the term “we” to refer to UGI Corporation and AmeriGas Propane, and the term “Committee” or “Committees” to refer to the UGI Corporation Compensation and Management Development Committee and/or the AmeriGas Propane Compensation/Pension Committee, as appropriate, in the relevant compensation discussions, unless the context indicates otherwise.

EXECUTIVE SUMMARY

Our compensation program for named executive officers is designed to provide a competitive level of total compensation; motivate and encourage our executives to contribute to our financial success; retain talented and experienced executives; and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value. As set forth in this Compensation Discussion and Analysis, the level of compensation received by the Company’s named executive officers in Fiscal 20162017 reflects outstandingsolid performance by the Company during Fiscal 20162017 as well as the Company’s outstanding returns to its shareholders.

The following are some of the Company’s Fiscal 20162017 highlights:

•  The Board of Directors increased the annual dividend by approximately 4.4% (29^th consecutive year of annual dividend increases).

•  Significant progress was made on growth projects and the integration of Finagaz in France in Fiscal 2016.

•  As illustrated in the following chart, the Company’s one-year stock performance exceeded both the S&P 500 Utilities Index and the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan.

¹UGI Corporation’s Fiscal 20162017 earnings per share is adjusted to exclude (i) the impact of netchanges in unrealized 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) ($0.170.21 per diluted share), (ii) integration expenses associated with the Finagaz acquisition in France ($0.100.15 per diluted share), (iii) losses on extinguishments of debt ($0.05 per diluted share), and (iii) loss(iv) the positive impact on extinguishments of debtnet deferred tax liabilities from a change in French corporate income tax rate ($0.040.16 per diluted share).

The following chart summarizes the principal elements of our Fiscal 20162017 executive compensation program. We describe these elements, as well as retirement, severance and other benefits, in more detail later in this Compensation Discussion and Analysis.

Principal Components of Compensation Paid to Named Executive Officers in Fiscal 20162017

•

Link Between Our Financial Performance and Executive Compensation

The Committee sets rigorous goals for our executive officers that are directly tied to the Company’s financial performance and our total return to our shareholders, and in the case of AmeriGas Partners, our total return to our unitholders. We believe that the performance-based components of our compensation program, namely our stock options and performance units, have effectively linked our executives’ compensation to our financial performance. The following charts set forth the Company’s Adjusted EPS performance from Fiscal 20142015 through Fiscal 20162017 as well as the Company’s three-year stock performance compared to the S&P Utilities Index and the Russell MidCap Utilities Index (exclusive of telecommunications companies) (“Adjusted Russell MidCap Utilities Index”), the peer group referenced by the Committee for purposes of the Company’s long-term compensation plan.

To better illustrate the total direct performance-based compensation paid or awarded to Mr. Walsh in Fiscal 2017, 2016 2015 and 2014,2015, the following table is provided as supplemental information. A comparable illustration would apply to our other named executive officers. The information in the supplemental table below differs from the information in the Summary Compensation Table in several ways. Specifically, the table below omits the columns captioned “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” because these amounts are not considered in establishing annual total cash compensation and total direct compensation and some of the amounts in those columns of the Summary Compensation Table can vary significantly from year to year. The table below shows Mr. Walsh’s direct compensation for the last three fiscal years. Mr. Walsh’s actual (or estimated in the case of performance related to Fiscal 2016)2017) three-year long-term performance unit payouts during the period clearly demonstrate shareholder returns for the Company that are in excess of the returns of most companies included in the Company’s peer group. Similarly, the amount Mr. Walsh received asnon-equity incentive compensation

under the Company’s annual bonus plan is directly linked to the Company’s annual financial performance in each of Fiscal 2017, 2016 2015 and 2014,2015, as more clearly illustrated in Short-Term Incentives – Annual Bonuses below.

Fiscal Year		Salary				Non-Equity Incentive Compensation				Performance Unit Payout(1)				Intrinsic Value of Stock Options in Fiscal 2016 (Valued  at 9/30/16)				Total Direct Compensation
2016		$	1,133,704			$	1,159,212			$	5,832,540	(2)		$	3,788,400			$	11,913,856
2015		$	1,079,728			$	1,604,745			$	4,840,440	(3)		$	2,221,560			$	9,746,473
2014		$	1,028,300			$	1,974,336			$	3,036,515	(4)		$	7,128,000			$	13,167,151

Short-Term Incentives — Annual Bonuses

Our annual bonuses are directly tied to key financial metrics for each executive. For Messrs. Walsh and Oliver and Ms. Gaudiosi, the financial metric is Adjusted EPS (as previously defined) and for Mr. Perreault, the metric is adjusted earnings before interest and taxes of UGI International, adjusted to exclude theafter-tax impact of netchanges in unrealized gains and losses on commodity and certain foreign currency derivative instruments not associated with current period transactions at UGI International, and integration expenses associated with the Finagaz acquisition in France, losses on extinguishments of debt and the impact on net deferred tax liabilities from a change in French corporate income tax rate (“Adjusted EBIT”). Mr. Sheridan’s annual bonus is tied to AmeriGas Propane’s earnings before interest expense, income taxes, depreciation and amortization, adjusted for Fiscal 2017 to exclude the impact of netchanges in unrealized gains or losses on commodity derivative instruments not associated with current period transactions at AmeriGas Propane, losses on extinguishments of debt and an environmental accrual (“Adjusted EBITDA”) for 90 percent of the total bonus opportunity and a customer service-related goal for 10 percent of the bonus opportunity. The Adjusted EBITDA result for Mr. Sheridan is then modified based on the achievement of a safety performance goal.

As illustrated in the chart below, when the Company’s Adjusted EPS exceeds the targeted goal, the annual bonus percentage paid to a named executive officer exceeds the targeted payout amount. Similarly, when Adjusted EPS is below the targeted goal, the annual bonus percentage paid to a named executive officer is less than the targeted payout amount. The foregoing correlation between the Adjusted EPS and bonus payout amounts would also be true with respect to the correlation between (i) Adjusted EBIT and Mr. Perreault’s bonus payout and (ii) Adjusted EBITDA and Mr. Sheridan’s bonus payout. Each Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS, Adjusted EBIT and Adjusted EBITDA for extraordinary items or other events as the Committee deems appropriate, and (ii) increase or decrease the amount of an award determined to be payable under the bonus plan by up to 50 percent. See COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Bonus Awards, beginning on page 30.29. The following table demonstrates the strong link between Company financial performance and bonus payout percentages by illustrating that the Company’s improvedAdjusted EPS (as compared to

the targeted Adjusted EPS range) during each of the last three fiscal years directly correlates to the bonus payouts for our executives.

Fiscal Year		UGI Corporation Targeted Adjusted EPS Range				UGI Corporation Adjusted EPS for Bonus				% of Target Bonus Paid
2017			$2.30-$2.45			$	2.25				89.2	%
2016			$2.15-$2.30			$	2.05				81.8	%
2015			$1.88-$1.98			$	2.02				118.9	%

Long-Term Incentive Compensation

Our long-term incentive compensation program, principally comprised of stock options and performance units, is intended to create a strong financial incentive for achievement of the Company’s long-term performance goals. In addition, linking equity to compensation aligns our executives’ interests with shareholder interests.

Long-Term Incentives — Stock Options

Stock option values reported in the Summary Compensation Table reflect the valuation methodology mandated by SEC regulations, which is based on grant date fair value as determined under generally accepted accounting principles in the United States (“GAAP”). Therefore, the amounts shown under “Option Awards” in the Summary Compensation Table do not reflect performance of the underlying shares subsequent to the grant date. From our executives’ perspectives, the value of a stock option is based on the excess of the market price of the underlying shares over the exercise price (sometimes referred to as the “intrinsic value”) and, therefore, is directly affected by market performance of the Company’s common stock. As a result of the Company’s performance, the fiscalyear-end intrinsic value of the options granted to our executives during Fiscal 2017 is less than the amounts set forth in column (f) of the Summary Compensation Table, while the fiscalyear-end intrinsic values of the options granted to our executives during Fiscal 2016 isand Fiscal 2015 are more than the amounts set forth in column (f) of the Summary Compensation Table. Given the outstanding returns to our shareholders, the intrinsic value of management’s stock options is higher than the value in the Summary Compensation Table, thereby evidencing a strong alignment of management’s compensation with shareholder returns. The table below illustrates the intrinsic value of the stock options granted to Mr. Walsh in Fiscal 2017, 2016 2015 and 2014,2015, respectively.

Long-Term Incentives — Performance Units

Performance units are valued upon grant date in accordance with SEC regulations, based on grant date fair value as determined under GAAP. Nevertheless, the actual number of shares or partnership units ultimately awarded is entirely dependent on the TSR on UGI Corporation common stock relative to a competitive peer group (or, in the case of Mr. Sheridan, TUR on AmeriGas Partners’ common units relative to a competitive peer group and achievement of a customer gain/loss goal), which will not be finally determined with respect to performance units granted in Fiscal 20162017 until the end of calendar year 2018.2019.

The following table shows the correlation between (i) levels of UGI Corporation TSR and long-term incentive compensation paid in each of the previous four fiscal years, and (ii) the estimated payout in Fiscal 20172018 using October 31, 2016,2017, instead of December 31, 2016,2017, as the end of the three-year performance period. The table also compares UGI Corporation’s TSR to the average shareholder return of the Company’s peer group. As of October 31, 2016,2017, AmeriGas Partners’ TUR ranked 3^rd1st in its peer group, resulting in an

estimated payout in Fiscal 20172018 of 200 percent. AmeriGas Partners’ TUR ranked 10^th3rd and 10th in its peer group for the three-year periodperiods ended December 31, 2016 and December 31, 2015, respectively, resulting in a 200 percent payout during Fiscal 2017 and a 162.5 percent payout during Fiscal 2016. AmeriGas Partners’ TUR in the prior threetwo fiscal years was below the threshold for payment.

As noted below, beginning with performance units granted in Fiscal 2011, TSR for UGI Corporation is compared to companies in the Adjusted Russell MidCap Utilities Index, rather than to companies in the S&P Utilities Index. In addition, beginning in Fiscal 2010, TUR for AmeriGas Partners is compared to the energy master limited partnerships and limited liability companies in the Alerian MLP Index. For Mr. Sheridan’s Fiscal 20142017, 2016 and 2015 performance unit award, the Committee adoptedapplied a second relative total return metric comparing AmeriGas Partners’ TUR to the TUR of the other two retail propane distribution companies included in the Alerian MLP Index. The Committee replaced this second relative return metric for Mr. Sheridan’s Fiscal 2016 and Fiscal 2015 performance unit awards with a metric tied to AmeriGas Partners’ customer gain/loss performance. The Committee thenalso added a modifier to the portion of Mr. Sheridan’s Fiscal 2017, Fiscal 2016 and Fiscal 2015 performance unit awards tied to AmeriGas Partners’ TUR performance compared to the Alerian MLP Index based on AmeriGas Partners’ performance compared to the other two retail propane distribution companies included in the Alerian MLP Index.

The link between the Company’s financial performance and our executive compensation program is evident in the supplemental tables provided above. The Committees believe there is an appropriate link between executive compensation and the Company’s performance.

The Committees seek to implement and maintain sound compensation and corporate governance practices, which include the following:

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder and common unitholder value.

In Fiscal 2016,2017, the components of our compensation program included salary, annual bonus awards, discretionary bonus awards, long-term incentive compensation (performance unit awards, restricted unit awards and UGI Corporation stock option grants and one restricted unit award)grants), perquisites, retirement benefits and other benefits, all as described in greater detail in this Compensation Discussion and Analysis. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our annual and long-term goals.

DETERMINATION OF COMPETITIVE COMPENSATION

In determining Fiscal 20162017 compensation, the Committees engaged Pay Governance as their compensation consultant. The primary duties of Pay Governance were to:

Pay Governance has not provided actuarial or other services relating to pension and post-retirement plans or services related to other benefits to us or our affiliates, and generally all of its services are those that it provides to the Committees. Pay Governance has provided market data for positions below the senior executive level as requested by management as well as market data for directorDirector compensation, but its fees for this work historically are modest relative to its overall fees.

In assessing competitive compensation, we referenced market data provided to us in Fiscal 20152016 by Pay Governance. Pay Governance provided us with two reports: the “2015“2016 Executive Cash Compensation Review” and the “2015“2016 Executive Long-Term Incentive Review.” We do not benchmark against specific companies in the databases utilized by Pay Governance in preparing its reports. Our Committees do benchmark, however, by using Pay Governance’s analysis of compensation databases that include numerous companies as a reference point to provide a framework for compensation decisions. Our Committees exercise discretion and also review other factors, such as internal equity (both within and among our business units) and sustained individual and company performance, when setting our executives’ compensation.

In order to provide the Committee with data reflecting the relative sizes of UGI’s nonutilitynon-utility and utility businesses, Pay Governance first referenced compensation data for comparable executive positions in each of the Willis Towers Watson 20152016 General Industry Executive Compensation Database (“General Industry Database”) and the Willis Towers Watson 20152016 Energy Services Executive Compensation Database (“Energy Services Database”). Willis Towers Watson’s General Industry Database is comprised of approximately 450480 companies from a broad range of industries, including oil and gas, aerospace, automotive and transportation, chemicals, computer, consumer products, electronics, food and beverages, metals and mining, pharmaceutical and telecommunications. The Willis Towers Watson Energy Services Database is comprised of approximately 115110 companies, primarily utilities. For Messrs. Walsh and Oliver and Ms. Gaudiosi, Pay Governance weighted the General Industry Database survey data 75 percent and the Energy Services Database survey data 25 percent and added the two. For example, if the relevant market rate for a particular executive position derived from information in the General Industry Database was $100,000 and the relevant market rate derived from information in the Energy Services Database was $90,000, Pay Governance would provide us with a market rate of $97,500 for that position (($100,000 x 75 percent = $75,000) plus ($90,000 x 25 percent = $22,500)). The impact of weighting information derived from the two databases is to obtain a market rate designed to approximate the relative sizes of our nonutilitynon-utility and utility businesses. For Messrs. Sheridan and Perreault, we referenced Willis Towers Watson’s 20152016 General Industry Database. The identities of the companies that comprise the databases utilized by Pay Governance have not been disclosed to us by Pay Governance.

We generally seek to position a named executive officer’s salary grade so that the midpoint of the salary range for his or her salary grade approximates the 50^th50th percentile of the “going rate” for comparable executives included in the executive compensation database material referenced by Pay Governance. By comparable executive, we mean an executive having a similar range of responsibilities and the experience to fully perform these responsibilities. Pay Governancesize-adjusted the survey data to account for the relative revenues of the survey companies in relation to ours. In other words, the adjustment reflects the expectation that a larger company would be more likely to pay a higher amount of compensation for the same position than a smaller company. Using this adjustment, Pay Governance developed going rates for positions comparable to those of our executives, as if the companies included in the respective databases had revenues similar to ours. We believe that Pay Governance’s application of size adjustments to applicable positions in these databases is an appropriate method for establishing market rates. After consultation with Pay Governance, we considered salary grade midpoints that were within 15 percent of the median going rate developed by Pay Governance to be competitive.

ELEMENTS OF COMPENSATION

Salary is designed to compensate executives for their level of responsibility and sustained individual performance. We pay our executive officers a salary that is competitive with that of other executive officers providing comparable services, taking into account the size and nature of the business of the Company, AmeriGas Partners or UGI International, as the case may be.

As noted above, we seek to establish the midpoint of the salary grade for the positions held by our named executive officers at approximately the 50th percentile of the going rate for executives in comparable positions. Based on the data provided by Pay Governance in July 2015,2016, we increased the range of salary in each salary grade for Fiscal 20162017 for each named executive officer, other than Mr. Walsh, by 2 percent. The Committee established Mr. Walsh’s Fiscal 20162017 salary grade midpoint at the market median of comparable executives as identified by Pay Governance based on its analysis of the executive compensation databases. For Mr. Walsh, this resulted in a decreasean increase of the range of salary in his salary grade from the prior year of 1.4less than 1 percent.

For Fiscal 2016,2017, the merit increases were targeted at 3 percent, but individual increases varied based on performance evaluations and the individual’s position within the salary range. Performance evaluations were based on qualitative and subjective assessments of each individual’s contribution to the achievement of our business strategies, including the development of growth opportunities and leadership in carrying out our talent development program. Messrs. Walsh and Sheridan, in their capacities as chief executive officers of the Company and AmeriGas Propane, respectively, had additional goals and objectives for Fiscal 2016,2017, as established during the first quarter of Fiscal 2016.2017. Mr. Walsh’s annual goals and objectives included the development of a senior executive succession plan, the enhancement of organizational processes, enterprise-wide alignment of the Company’s senior management team,critical processes, the recruitment of experienced individuals to fill key roles within the organization, the enhancement of organizational processes, achievement of annual financial and strategic goals and leadership in identifying investment opportunities for the Company and its subsidiaries. Mr. Sheridan’s annual goals and objectives for Fiscal 20162017 included achievement of annual financial goals, leadership development objectives,execution of key technology enhancements, enhancement of AmeriGas Propane’s safety culture, and implementation of AmeriGas Propane’s growth strategies, including with respect to customer growth and retention and customer service initiatives. All named executive officers received a salary in Fiscal 20162017 that was within 90 percent to 111120 percent of the midpoint for his or her salary range.

The following table sets forth each named executive officer’s Fiscal 20162017 salary.

Our annual bonus plans provide our named executive officers with the opportunity to earn an annual cash incentive, provided that certain performance goals are satisfied. Our annual cash incentive is intended to motivate our executives to focus on the achievement of our annual business objectives by providing competitive incentive opportunities to those executives who have the ability to significantly impact our financial performance. We believe that basing a meaningful portion of an executive’s compensation on financial performance emphasizes ourpay-for-performance philosophy and will result in the enhancement of shareholder or unitholder value.

In determining each executive position’s target award level under our annual bonus plans, we considered database information derived by Pay Governance regarding the percentage of salary payable upon achievement of target goals for executives in similar positions at other companies as described above. In establishing the target award level, we positioned the amount at approximately the 50th percentile for comparable positions.

Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi participate in the UGI Corporation Executive Annual Bonus Plan (the “UGI Bonus Plan”), while Mr. Sheridan participates in the AmeriGas Propane Executive Annual Bonus Plan (the “AmeriGas Bonus Plan”). For Messrs. Walsh and Oliver and Ms. Gaudiosi, the entire target award opportunity was based on the Company’s Adjusted EPS. Mr. Perreault’s target award opportunity was based on the Adjusted EBIT of UGI International. We believe that annual bonus payments to our most senior executives should reflect our overall financial results for the fiscal year, and Adjusted EPS and AdjustAdjusted EBIT provide straightforward, “bottom line” measures of the performance of an executive in a large, well-established corporation.

For similar reasons, 90 percent of Mr. Sheridan’s target award opportunity was based on AmeriGas Partners’ Adjusted EBITDA, subject to modification based on achievement of a safety performance goal, as described below. The other 10 percent of Mr. Sheridan’s target award opportunity was based on achievement of customer service goals, but contingent on a payout under the financial component of the award. We believe that customer service for AmeriGas Partners is an important component of the bonus calculation because we foresee no or minimal growth in total demand for propane in the next several years, and, therefore, customer service is an important factor in our ability to improve the long-term financial performance of AmeriGas Partners. We also believe that achievement of superior safety performance is an important short-term and long-term strategic initiative and is therefore included as a component of the AmeriGas Propane bonus calculation.

Each Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS, Adjusted EBIT and Adjusted EBITDA for extraordinary items or other events as the Committee deems appropriate, (ii) increase or decrease the amount of an award determined to be payable under the bonus plan by up to 50 percent, and (iii) review quantitative factors (such as Company performance) and qualitative factors (such as individual performance and overall contributions to the Company) when determining the annual bonus to be paid to an executive who terminates employment during the fiscal year on account of retirement, death or disability. The UGI Bonus Plan and the AmeriGas Bonus Plan each provides that, unless the Committee determines otherwise, all executive officers who have not fulfilled their respective equity ownership requirements receive as part of their ongoing compliance up to 10 percent of their gross annual bonus in fully vested UGI Corporation common stock or AmeriGas Partners common units, as applicable.

The bonus award opportunity for each of Messrs. Walsh and Oliver and Ms. Gaudiosi was structured so that no amount would be paid unless the Company’s Adjusted EPS was at least 80 percent of the target amount, with the target bonus award being paid out if the Company’s Adjusted EPS was 100 percent of the targeted Adjusted EPS. The maximum award, equal to 200 percent of the target award, would be payable if Adjusted EPS equaled or exceeded 120 percent of the Adjusted EPS target. The targeted Adjusted EPS for bonus purposes for Fiscal 20162017 was established to be in the range of $2.15$2.30 to 2.302.45 per share, and Adjusted EPS for bonus purposes achieved for Fiscal 20162017 was $2.05.$2.25. As a result, Messrs. Walsh and Oliver and Ms. Gaudiosi each received a bonus payout equal to 81.889.2 percent of his or her target award for Fiscal 2016, with Mr. Oliver receiving 10 percent of his payout in Company stock to satisfy ongoing stock ownership compliance requirements.2017.

For Mr. Sheridan, the 90 percent component of the bonus award opportunity based on Adjusted EBITDA of AmeriGas Partners, subject to modification based on safety performance, was structured so that no amount would be paid unless AmeriGas Partners’ Adjusted EBITDA was at least 90 percent of the target amount, while 200 percent of the target bonus could be payable if Adjusted EBITDA equaled or exceeded 110 percent of the target amount. The percentage of target bonus payable based on the level of achievement of Adjusted EBITDA is referred to as the “Adjusted EBITDA Leverage Factor.” The Adjusted EBITDA Leverage Factor is then modified to reflect the degree of achievement of a predetermined safety performance

objective tied to AmeriGas Propane’s Fiscal 20162017 Occupational Safety and Health Administration (“OSHA”) recordables (“Safety Leverage Factor”). For Fiscal 2016,2017, the percentage representing the Safety Leverage

Factor ranged from 80 percent if the performance target was not achieved, to a maximum of 120 percent if performance exceeded the target. We believe the Safety Leverage Factor for Fiscal 20162017 represented an achievable but challenging performance target. Once the Adjusted EBITDA Leverage Factor and Safety Leverage Factor are determined, the Adjusted EBITDA Leverage Factor is multiplied by the Safety Leverage Factor to obtain a total adjusted leverage factor (the “Total Adjusted Leverage Factor”). The Total Adjusted Leverage Factor is then multiplied by the target bonus opportunity to arrive at the 90 percent portion of the bonus award payable for the fiscal year. The actual Adjusted EBITDA achieved for Fiscal 20162017 was $543$551 million. The applicable range for targeted Adjusted EBITDA for bonus purposes for Fiscal 20162017 was $660 million to $690$700 million. Mr. Sheridan’s remaining 10 percent component of his bonus award opportunity was based on customer service goals, but this portion of Mr. Sheridan’s award is only payable if there is at least a threshold payout under the Adjusted EBITDA financial component of his award. For Fiscal 2016,2017, AmeriGas Propane engaged a third party company to conduct customer surveys in order to better understand customer satisfaction with services provided by AmeriGas Propane. Each individual survey is given an overall satisfaction score and the scores are then aggregated by the third party company to calculate a total score known as a net promoter score. Mr. Sheridan’s award opportunity for the customer service component of his bonus was structured so that no amount would be paid unless the net promoter score was at least 85 percent of the net promoter score target, with the target bonus award being paid out if the net promoter score was 100 percent of the targeted goal. The maximum award, equal to 150 percent of the targeted award, would be payable if the net promoter score exceeded the net promoter score target. Because the threshold Adjusted EBITDA target was not attained, Mr. Sheridan did not receive a bonus payout under the plan for Fiscal 2016.2017.

For Mr. Perreault, the bonus award opportunity based on UGI International’s Adjusted EBIT was structured so that no amounts would be paid unless UGI International’s Adjusted EBIT was at least 7570 percent of the target amount, with the target bonus award being paid out if UGI International’s Adjusted EBIT was 100 percent of the targeted Adjusted EBIT. The maximum award, equal to 200 percent of the target award, would be payable if Adjusted EBIT equaled or exceeded 130140 percent of the targeted Adjusted EBIT. The targeted Adjusted EBIT for bonus purposes for Fiscal 20162017 was established to be in the range of $195$220 million to $225$250 million, and Adjusted EBIT achieved by UGI International for Fiscal 20162017 was approximately $234$237 million. As a result of the foregoing, Mr. Perreault received a pro-rated bonus payout equal to 129.6110.8 percent of his target award for Fiscal 2016,2017, with 10 percent of such payout received in Company stock to satisfy ongoing stock ownership compliance requirements.

The following annual bonus payments were made for Fiscal 2016:2017:

Background and Determination of Grants — Stock Options, Performance Units and Restricted Units

Our long-term incentive compensation is intended to create a strong financial incentive for achieving or exceeding long-term performance goals and to encourage executives to hold a significant equity stake in our Company in order to align the executives’ interests with shareholder interests. Additionally, we believe our long-term incentives provide us the ability to attract and retain talented executives in a competitive market.

Our long-term compensation for Fiscal 20162017 included UGI Corporation stock option grants and either UGI Corporation or AmeriGas Partners performance unit awards. Each performance unit represents the right of the recipient to receive a share of common stock or a common unit if specified performance goals and other conditions are met. In addition, Mr. Perreault received a UGI Corporation restricted unit award of 12,000 UGI Corporation restricted stock units, with dividend equivalents, in connection with the commencement of his employment. Each stock unit represents the right of Mr. Perreault to receive a share of UGI Corporation common stock after three years of employment with the Company.

UGI Corporation stock options, performance units and restricted units were awarded under the 2013 Plan. AmeriGas Partners performance units were awarded under the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on behalf of AmeriGas Partners, L.P. (the “AmeriGas 2010 Plan”). UGI Corporation stock options generally have a term of ten years and become exercisable in three equal annual installments beginning on the first anniversary of the grant date. Messrs. Walsh, Oliver and Perreault and Ms. Gaudiosi were each awarded UGI Corporation performance units tied to the three-year TSR performance of the Company’s common stock relative to that of the companies in the Adjusted Russell MidCap Utilities Index. Mr. Sheridan was awarded AmeriGas Partners performance units tied to (i) a relative TUR metric based on the Alerian MLP Index, as modified by AmeriGas Partners’ TUR performance compared to the other two retail propane distribution companies in the Alerian Index, and (ii) a customer gain/loss metric.

As is the case with cash compensation and annual bonus awards, we referenced Pay Governance’s analysis of executive compensation database information in establishing equity compensation for the named executive officers. In determining the total dollar value of the long-term compensation opportunity to be provided in Fiscal 2016,2017, we initially referenced (i) median salary information, and (ii) competitive market-based long-term incentive compensation information, both as calculated by Pay Governance.

Except for Mr. Sheridan, we initially applied approximately 50 percent of the amount of the long-term incentive opportunity to stock options and approximately 50 percent to performance units. Because Mr. Sheridan is an executive officer employed by AmeriGas Propane, we initially applied approximately 30 percent of the amount of his long-term incentive opportunity to stock options, and approximately 70 percent to AmeriGas performance units (30 percent is applied to AmeriGas PartnersPartners’ performance compared to the Alerian MLP Index, as modified by AmeriGas Partners’ TUR performance compared to the other two publicly traded retail propane distribution companies, Ferrellgas Partners, L.P. and Suburban Propane Partners, L.P., included in the Alerian MLP Index (the “Propane MLP Group”), and 40 percent is tied to a customer gain/loss performance metric). We believe this bifurcation provides a good balance between two important goals. Because the value of stock options is a function of the appreciation or depreciation of our stock price, stock options are designed to align the executive’s interests with shareholder interests. As explained in more detail below, the performance units are designed to encourage increased total shareholder or unitholder return over a period of time.

For Fiscal 20162017 equity awards, Pay Governance provided the competitive market incentive levels based on its assessment of accounting values. Pay Governance then provided data for our long-term incentive values by utilizing accounting values. Accounting values are reported directly by companies to the survey databases and are determined in accordance with GAAP.

While management used the Pay Governance calculations as a starting point, in accordance with past practice, management recommended adjustments to the aggregate number of Company stock options and Company and AmeriGas Partners performance units calculated by Pay Governance. The adjustments were designed to address historic grant practices, internal pay equity (both within and among our business units) and the policy of the Company that the three-year average of the annual number of equity awards made under the Company’s 2013 Plan for the fiscal years 20142015 through 2016,2017, expressed as a percentage of common shares outstanding at fiscalyear-end, will not exceed 2 percent. For purposes of calculating the

annual number of equity awards used in this calculation: (i) each stock option granted is deemed to equal one share, and (ii) each performance unit earned and paid in shares of stock and each stock unit granted and expected to be paid in shares of stock is deemed to equal 4.67 shares. The adjustments generally resulted in (i) a decrease in the number of shares underlying stock options, and (ii) except with respect to Mr. Sheridan and Ms. Gaudiosi, a decrease in the number of performance units awarded, in each case as compared to amounts calculated by Pay Governance using accounting values.

As a result of the Committee’s acceptance of management’s recommendations, the named executive officers with the exception of Mr. Perreault, received between approximately 8281 percent and 99103 percent of the total dollar value of long-term

compensation opportunity recommended by Pay Governance using accounting values. The actual grant amounts based on the foregoing analysis are as follows:

Peer Groups and Performance Metrics

While the number of performance units awarded to the named executive officers was determined as described above, the actual number of shares or units underlying performance units that are paid out at the expiration of the three-year performance period will be based upon the Company’s comparative TSR (or AmeriGas Partners’ comparative TUR) over the period from January 1, 20162017 to December 31, 2018.2019. Specifically, with respect to Company performance units, we will compare the TSR of the Company’s common stock relative to the TSR performance of those companies comprising the Adjusted Russell MidCap Utilities Index as of the beginning of the performance period using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of calculation. In computing TSR, the Company uses the average of the daily closing prices for its common stock and the common stock of each company in the Adjusted Russell MidCap Utilities Index for the calendar quarter prior to January 1 of the beginning and end of a given three-year performance period. In addition, TSR gives effect to all dividends throughout the three-year performance period as if they had been reinvested. If a company is added to the Adjusted Russell MidCap Utilities Index during a three-year performance period, we do not include that company in our TSR analysis. We will only remove a company that was included in the Adjusted Russell MidCap Utilities Index at the beginning of a performance period if such company ceases to exist during the applicable performance period. The companies in the Adjusted Russell MidCap Utilities Index as of January 1, 20162017 were as follows:

AES Corporation		Edison International DTE Energy Company		OGE Energy Corp.
Alliant Energy		Edison International		Pinnacle West Capital Corp.
AGL Plains Energy Ameren Corporation		Entergy Corporation		PPL Corporation
Alliant Energy		Eversource Energy		Public Service Enterprise Group
Ameren Corporation		FirstEnergy Corp.		Questar Corporation
American Water Works Company, Inc.		Eversource Energy		Public Service Enterprise Group
Aqua America, Inc.		FirstEnergy Corp.		SCANA Corporation
Atmos Energy Corporation		Great Plains Energy		SCANA Corporation Sempra Energy
Aqua America, Inc. Avangrid		Hawaiian Electric Industries, Inc.		Sempra Energy UGI Corporation
Atmos Energy Calpine Corporation		ITC Holdings Corp.		Teco Energy, Inc.
Avangrid		MDU Resources Group, Inc.		UGI Vectren Corporation
Calpine Corporation Centerpoint Energy, Inc.		National Fuel Gas Company		Vectren Corporation WEC Energy
Centerpoint CMS Energy Inc.Corporation		NiSource Inc.		WEC Westar Energy, Inc.
CMS Energy Corporation Consolidated Edison, Inc.		NRG Energy, Inc.		Westar Energy, Inc.
Consolidated Edison, Inc.		OGE Energy Corp.		Xcel Energy Inc.
DTE Energy Company		Pepco Holdings, Inc.

The Committee determined that the Adjusted Russell MidCap Utilities Index is an appropriate peer group because the companies included in the Russell MidCap Utilities Index generally are comparable to the Company in terms of market capitalization and the Company is included in the Russell MidCap Utilities Index. The Company, with approval of the Committee, excluded telecommunications companies from the peer group because the nature of the telecommunications business is markedly different from that of other companies in the utilities industry.

Mr. Sheridan was awarded AmeriGas Partners performance unit awards tied to two different metrics: (i) the three-year TUR performance of AmeriGas Partners common units relative to that of the entities in the

Alerian MLP Index, as modified based on the three-year TUR performance of AmeriGas Partners common units relative to that of the other companies in the Propane MLP Group, and (ii) a customer gain/loss metric. The Committee determined that a metric directly tied to customer gains and losses would strengthen the link between pay and performance and advance AmeriGas Partners’ long-term strategic goals and objectives. With respect to AmeriGas Partners performance units tied to the Alerian MLP Index, we will compare the TUR of AmeriGas Partners’ common units relative to the TUR performance of those entities comprising the Alerian MLP Index as of the beginning of the performance period using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of calculation. In computing TUR, we use the average of the daily closing prices for AmeriGas Partners’ common units and those of each of the entities in the Alerian MLP Index for the calendar quarter prior to January 1 of the beginning and end of a given three-year performance period. In addition, TUR gives effect to all distributions throughout the three-year performance period as if they had been reinvested. If an entity is added to the Alerian MLP Index during a three-year performance period, we do not include that entity in our TUR analysis. We will only remove a company that was included in the Alerian MLP Index at the beginning of a performance period if such company ceases to exist during the applicable performance period. The companies in the Alerian MLP Index as of January 1, 20162017 were as follows:

Alliance Resource Partners, L.P.		EnLink Midstream Partners, L.P.		Seadrill Partners, L.P.
AmeriGas Partners, L.P.		Enterprise Products Partners, L.P.		Shell Midstream Partners L.P.
Antero MidstreamAmeriGas Partners, L.P.		EQT Midstream Partners, L.P.		Spectra Energy Partners, LP
ArchrockAntero Midstream Partners, L.P.		Ferrellgas Partners, L.P.		Suburban Propane Partners, L.P.
Black Stone Minerals, L.P.		Genesis Energy, L.P.		Summit MidstreamSuburban Propane Partners, L.P.
Boardwalk Pipeline Partners L.P.		Global Partners L.P./MA		Sunoco L.P.
Buckeye Partners, L.P.		Golar LNG Partners, L.P.		Sunoco LogisticsSummit Midstream Partners L.P.
Calumet Specialty ProductsBuckeye Partners, L.P.		Holly Energy Partners, L.P.		Tallgrass Energy PartnersSunoco L.P.
Capital ProductsCheniere Energy Partners, L.P.		Magellan Midstream Partners, L.P.		Targa ResourcesSunoco Logistics Partners L.P.
Columbia Pipeline Partners L.P.		Martin Midstream Partners L.P.		TC Pipelines,Tallgrass Energy Partners L.P.
Crestwood Equity Partners L.P.		MPLX, L.P.		Teekay LNG PartnersTC Pipelines, L.P.
DCP Midstream Partners, LP		NGL Energy Partners, L.P.		Teekay OffshoreLNG Partners L.P.
Dominion Midstream Partners, L.P.		NuStar Energy L.P.		Tesoro Logistics,Teekay Offshore Partners L.P.
Enable Midstream Partners, L.P.		ONEOK Partners, L.P.		Valero Energy Partners, L.P.Terra Nitrogen Co LP
Enbridge Energy Partners, L. P.		Phillips 66 Partners, L.P.		Vanguard Natural Resources LLCTesoro Logistics, L.P.
Energy Transfer Partners, L.P.		Plains All American Pipeline, L.P.		Valero Energy Partners, L.P.
EnLink Midstream Partners, L.P.		Rice Midstream Partners, L.P.		Western Gas Partners, LP
		Rose Rock Midstream L.P.		Williams Partners L.P.

For Company performance units tied to the Adjusted Russell Midcap Utilities Index, the minimum award, equivalent to 25 percent of the number of performance units, will be payable if the Company’s TSR rank is at the 25th percentile of the Adjusted Russell MidCap Utilities Index. The target award, equivalent to 100 percent of the number of performance units, will be payable if the TSR rank is at the 50th percentile. The maximum award, equivalent to 200 percent of the number of performance units, will be payable if the Company’s TSR rank is at the 90th percentile of the Adjusted Russell MidCap Utilities Index.

The number of AmeriGas Partners common units underlying performance units tied to the Alerian MLP Index will be based upon AmeriGas Partners’ TUR rank relative to the Alerian MLP Index entities and is computed using a methodology analogous to that described above with regard to the Company’s TSR ranking. The result is then modified based on AmeriGas Partners’ TUR performance compared to the Propane MLP Group. If AmeriGas Partners’ Alerian TUR performance qualifies for a payout at the conclusion of the three-year period ending December 31, 2018,2019, then that payout would be modified as follows: (i) if AmeriGas Partners’ TUR during the three-year period ranks first compared to the other companies in the Propane MLP Group, then the performance unit payout would be leveraged at 130 percent; (ii) if AmeriGas Partners’ TUR during the three-year period ranks second compared to the other companies in the Propane MLP Group, then the performance unit payout would be leveraged at 100 percent; and (iii) if AmeriGas Partners’ TUR during the three-year period ranks third compared to the other Propane MLP Group companies, then the performance unit payout would be leveraged at 70 percent. The overall payout is capped at 200 percent of the target number of performance units awarded. If one of the other two companies in the Propane MLP Group ceases to exist as a publicly traded company or declares bankruptcy (“Adjustment Event”) during the first year of the performance period, then the performance units will

become payable at the end of the three-year performance period based on AmeriGas Partners’ TUR performance compared to the Alerian MLP Index and no modification will be made. If an Adjustment Event occurs during the second year of the performance period, thenone-half of the modifier would be applied to the payout calculated under the Alerian MLP Index. If an Adjustment Event occurs during the third year of the performance period, then the full Propane MLP Group modifier would be calculated using the TUR as of the day immediately preceding the first public announcement of the Adjustment Event.

The Fiscal 20162017 performance units awarded to Mr. Sheridan and tied to customer gain and loss performance will be paid at the conclusion of the three-year performance period ending September 30, 20182019 (assuming continued employment through December 31, 2018)2019). The overall payout is capped at 200 percent of the target number of performance units awarded. The Committee believes that challenging goals and targets have been established with respect to the customer gain/loss metric for the described performance units. For illustrative purposes, there would have been no payout during at least the last five fiscal years had this metric been in place.

Each award payable to the named executive officers provides a number of the Company’s shares or AmeriGas Partners’ common units equal to the number of performance units earned. After the Committee has determined that the conditions for payment have been satisfied, the Company or AmeriGas Propane, as the case may be, has the authority to provide for a cash payment to the named executives in lieu of a limited number of the shares or common units payable. The cash payment is based on the value of the securities at the end of the performance period and is designed to meet minimum statutory tax withholding requirements. In the event that executives earn shares in excess of the target award, the value of the shares earned in excess of the target is paid entirely in cash.

All performance units have dividend or distribution equivalent rights, as applicable. A dividend equivalent is an amount determined by multiplying the number of performance units credited to the recipient’s account by the per-share cash dividend or theper-share fair market value of anynon-cash dividend paid by the Company during the performance period on Company shares on a dividend payment date. A distribution equivalent relates to AmeriGas Partners common units and is determined in a similar manner. Accrued dividend and distribution equivalents are payable in cash based on the number of common shares or AmeriGas Partners’ common units, if any, paid out at the end of the performance period.

Discretionary Bonus Award

On November 16, 2017, AmeriGas Propane’s Committee and the independent members of AmeriGas Propane’s Board of Directors approved a discretionary bonus award (part in cash and part in AmeriGas Partners restricted units) to Mr. Sheridan. The Committee granted the cash and restricted unit awards (i) in recognition of the substantial progress made on key operational and organizational initiatives during Fiscal 2017 in spite of a second consecutive winter with weather that was significantly warmer-than-normal throughout the United States, (ii) to reward management’s exemplary response to the natural disasters of Fiscal 2017, including Hurricanes Harvey and Irma and the California wildfires and (iii) to motivate and retain management.

Mr. Sheridan was granted a total discretionary award valued at approximately $125,000 ($31,250 in cash and 2,106 AmeriGas Partners time-restricted common units). The restricted units have a grant date of November 24, 2017 and represent time-restricted AmeriGas Partners common units that will vest upon the earlier of (i) November 24, 2018, provided Mr. Sheridan continues to be employed by AmeriGas Propane on the vesting date, and (ii) his retirement, death or disability.

During Fiscal 2016,2017, we paid out awards to those executives who received UGI performance units covering the period from January 1, 20132014 to December 31, 2015.2016. For that period, the Company’s TSR ranked 5th4th relative to the other companies in the Russell Midcap Utilities Index, placing the Company at the 88th100th percentile ranking, resulting in a 196.4200 percent payout of the target award. Because the payout exceeded

100 percent, the 2013 Plan provides that cash will be paid in lieu of units for any amount in excess of the 100 percent target. For the performance period from January 1, 2014 to December 31, 2016, Mr. Sheridan received AmeriGas performance units tied to two different relative return metrics: (i) the Alerian Index and (ii) the Propane MLP Group. AmeriGas Partners’ TUR ranked 10th3rd relative to the other companies in the Alerian Index, placing the Company at the 75th95th percentile ranking and resulting in a 162.5200 percent payout of the target award. AmeriGas Partners’ TUR ranked 1st relative to the other companies in the Propane MLP Group, resulting in a 150 percent payout of the target award. Because the payout exceeded 100 percent, the AmeriGas 2010 Plan provides that cash will be paid in lieu of units for any amount in excess of the 100 percent target. The performance unit payouts for Fiscal 20162017 were as follows: