UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

Notice of January 30, 201429, 2015

Annual Meeting and

Proxy Statement

20132014 Proxy Summary

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.

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UGI CORPORATIONQuestions and Answers About Proxy Materials, Annual Meeting and Voting

460 North Gulph Road

King of Prussia, Pennsylvania 19406

PROXY STATEMENT

This proxy statement contains information related to the Annual Meeting of Shareholders of UGI Corporation (the “Company”) to be held on Thursday, January 30, 2014,29, 2015, beginning at 10:00 a.m., at The Desmond Hotel and Conference Center, Ballrooms A and B, One Liberty Boulevard, Malvern, Pennsylvania and at any postponements or adjournments thereof. Directions to The Desmond Hotel and Conference Center appear on page 82.61. This proxy statement was prepared under the direction of the Company’s Board of Directors to solicit your proxy for use at the Annual Meeting. It was made available to shareholders on or about December 18, 2013.16, 2014.

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The following table shows the number of shares beneficially owned by each Director, by each of the executive officers named in the Summary Compensation Table – Fiscal 2013, and by all Directors and executive officers as a group. The table shows their beneficial ownership as of October 1, 2013.

Our subsidiary, AmeriGas Propane, Inc. (“AmeriGas Propane”), is the General Partner of AmeriGas Partners, one of our consolidated subsidiaries and a publicly-traded limited partnership. The table also shows, as of October 1, 2013, the number of common units of AmeriGas Partners, and phantom units representing common units, beneficially owned by each Director and named executive officer, and by all Directors and executive officers as a group.

Mr. Greenberg beneficially owns approximately 1.3 percent of the outstanding common stock. Each other person named in the table beneficially owns less than 1 percent of the outstanding common stock and less than 1 percent of the outstanding common units of AmeriGas Partners. Directors and named executive officers as a group own approximately 2.81 percent of the outstanding common stock and less than 1 percent of the outstanding common units of AmeriGas Partners. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of October 1, 2013 through UGI Corporation stock option exercises are included.

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Section 16(a) – Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our Directors, certain officers and 10 percent beneficial owners to report their ownership of shares and changes in such ownership to the SEC. Based on our records, we believe that, during Fiscal 2013, all of such reporting persons complied with all Section 16(a) reporting requirements applicable to them.

The following table shows information regarding each person known by the Company to be the beneficial owner of more than five percent of the Company’s common stock. The ownership information below is based on information reported on a Form 13F as filed with the SEC in November 2013 for the quarter ended September 30, 2013.

Securities Ownership of Certain Beneficial Owners

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ITEM 1 – ELECTIONOF DIRECTORS

Nine Directors will be electedhave been nominated by the Board of Directors to stand for election as directors at the Annual Meeting. DirectorsMeeting of Shareholders based upon recommendations from the Corporate Governance Committee. If elected, each director-nominee will serve until the next annual meeting or until their earlier resignation or removal. If any nomineedirector-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. Nine members of the Board of Directors elected at last year’s annual meeting are standing for re-election this year.

Information about Director-Nominees

Biographical information, including business experience, and director positions with other public companies currently held, or held at any time during the last five years, is included below for each of the director-nominees standing for election, as well as a description of the specific experience, qualifications, attributes or 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 together, provide the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

The Board of Directors recommends that you vote “FOR” the election of each of the nine nominees arefor director.

Mr. Gochnauer retired in May 2011 as follows: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 food service industry supplier) (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 (a diversified supplier to the foodservice industry), and UGI Utilities, Inc., a subsidiary of the Company.

LON R. GREENBERGMr. Gochnauer’s qualifications to serve as 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.

Director since 1994

Age 63

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Mr. Greenberg is a Director (since 1994) andhas been Non-Executive Chairman of the Board of Directors. He previously servedDirectors since his April 2013 retirement as Chairman (a position he had held since 1996) and Chief Executive Officer (since(a position he had held since 1995),. He was formerly President (1994 to 2005), Vice Chairman of the Board (1995 to 1996) and Senior Vice President – Legal and Corporate Development of UGI (1989 to 1994). Mr. Greenberg also serves as a Director and Non-Executive Chairman of AmeriGas Propane, Inc. and UGI Utilities, Inc., both of which are subsidiaries of UGI Corporation, and as a Director of Aqua America, Inc., Ameriprise Financial, Inc., AmerisourceBergen Corporation and AmerisourceBergen Corporation.Aqua America, Inc.

Mr. Greenberg’s qualifications to serve as a director include his executive leadership, and strategic planning and vision, as evidenced by the Company’s growth during Mr. Greenberg’s tenure as President and CEO of the Company. Mr. Greenberg also has extensive industry experience and Company knowledge providing him with a vast understanding of the Company’s industry, customers and the regulatory environments in which the Company’s businesses operate. Additionally, Mr. Greenberg’s service as a member of other public company boards provides the Company with a breadth of experience and exposure to complex business issues.

MARVIN O. SCHLANGER

Director since 1998

Age 65

		FRANK S. HERMANCE Chairman and CEO, AMETEK, Inc. Director since 2011 Age 65 Chair, Safety, Environmental and Regulatory Compliance Committee Member, Compensation and Management Development Committee

Mr. SchlangerHermance 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 also serves as Chairman of the Board (since 2009) of CEVA Holdings LLC, an international logistics supplier, and as Chairman of the Supervisory Board of LyondellBasell Industries NV (since 2010). He was previously Chairman, Chief Executive Officer and President of Resolution Performance Products, LLC (2000 to 2005), Chairman of Covalence Specialty Materials Corp. (2006 to 2007), Chairman of Resolution Specialty Materials, LLC (2004 to 2005), Vice Chairman of Hexion Specialty Materials, LLC (2005 to 2010),2001) and Chief Executive Officer (2012(since 1999) of AMETEK, Inc. (a global manufacturer of electronic instruments and electromechanical devices). He previously served as President and Chief Operating Officer of AMETEK, Inc. (1996 to 2013)1999). Mr. Hermance is a member of CEVA Holdings LLC. Mr. Schlangerthe Board of Trustees of the Rochester Institute of Technology. He also serves as a Director of UGI Utilities, Inc., AmeriGas Propane, Inc., Taminco Global Chemical Holdings, LLPa subsidiary of the Company, and Momentive Specialty Chemicals Holdings, LLC.

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ANNE POL

Director 1993 through 1997 and

since 1999

Age 66

Mrs. Pol retiredMr. Hermance’s qualifications to serve as a director include his extensive senior management experience in 2005 asthe roles of Chairman, Chief Executive Officer, 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. Pollarge global public company. Mr. Hermance also served as President of Pitney Bowes Shipping and Weighing Systems Division, a business unit of Pitney Bowes Inc. (mailing and related business equipment) (1993 to 1996); Vice President of New Product Programsprovides relevant experience in the Mailing Systems Divisionareas of Pitney Bowes Inc. (1991 to 1993);corporate governance, mergers and Vice Presidentacquisitions, human resources management, logistics, distribution, risk management and executive compensation. As an executive of Manufacturing Operations ina company with global operations, Mr. Hermance also provides 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.Board with international experience.

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ERNEST E. JONES

Director since 2002

Age 69

		ERNEST E. JONES President, EJones Consulting, LLC and Former President and CEO, Philadelphia Workforce Development Corp.   Director since 2002 Age 70 Chair, Corporate Governance Committee Member, Compensation and Management Development Committee

Mr. Jones is President of EJones Consulting, LLC (since 2011) (a company that provides management consulting services to non-profit organizations). He retired from his position as President and Chief Executive Officer of Philadelphia Workforce Development Corporation (an agency that funds, coordinates and implements employment and training activities in Philadelphia, Pennsylvania) in 2010, having served in that capacity since 1998. He formerly served as President and Executive Director of the Greater Philadelphia Urban Affairs Coalition (1983 to 1998) and as Executive Director of Community Legal Services, Inc. (1977 to 1983). Mr. Jones also serves as a Director of the African American Museum in Philadelphia, the Philadelphia Contributionship, Vector Security, Inc. and UGI Utilities, Inc., a subsidiary of the Company. He previously served as a Director of PARADIGM Global Advisors LLC ending in 2009, and Thomas Jefferson University, ending in 2012.

JOHN L. WALSH

Director since 2005

Age 58

University.

Mr. Walsh isJones’ qualifications to serve as a Directordirector include his extensive experience managing government and President (since 2005) andnon-profit organizations as Chief Executive Officer, (since 2013)his public and private company directorship experience and his insight into workforce, regulatory, banking and legal issues. Mr. Jones possesses a critical understanding of UGI Corporation. In addition, Mr. Walsh serves as a Directorthe Company’s business operations, strategic growth opportunities, and Vice Chairman of

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AmeriGas Propane, Inc. (since 2005)Mrs. Pol retired in 2005 as President and UGI Utilities, Inc. (since 2005). Previously, he also served as Chief Operating Officer of UGITrex Enterprises Corporation (2005-2013)(a high-technology research and as President and Chief Executive Officer of UGI Utilities, Inc. (2009 to 2011). Mr. Walsh was the Chief Executive of the Industrial and Special Products Division of the BOC Group plc (industrial gases)development company), a position he assumed inshe had held since 2001. He was also an Executive Director of BOC (2001 to 2005). He joined BOC in 1986She previously served as Senior Vice President-Special Gases and held various senior management positions in BOC, including President of Process Gas Solutions, North America (2000(1998 to 2001) and Vice President of BOC Process Plants (1996 to 2000)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).

ROGER B. VINCENT

Director since 2006

Age 68

Mr. Vincent is retired from his position Mrs. Pol also served as President of Springwell Corporation,Pitney Bowes Shipping and Weighing Systems Division, a corporate finance advisory firm locatedbusiness unit of Pitney Bowes Inc. (a mailing and related business equipment company) (1993 to 1996); Vice President of New Product Programs in New York (1989the Mailing Systems Division of Pitney Bowes Inc. (1991 to 2010)1993); and Vice President of Manufacturing Operations in the Mailing Systems Division of Pitney Bowes Inc. (1990 to 1991). Mr. VincentMrs. Pol also serves as Chairman of the Board of Trustees of the ING United Funds and as a Director of UGI Utilities, Inc. He previously servedand AmeriGas Propane, Inc., both of which are subsidiaries of UGI Corporation.

Mrs. Pol’s qualifications to serve as a Directordirector 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, AmeriGas Propane, Inc. from 1998 to 2006.and extensive experience in, the areas of executive compensation, human resource management, corporate governance and government regulation.

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M. SHAWN PUCCIO

Director since 2009

Age 51

Ms. Puccio is 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) (since 2006). Ms. Puccio 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 PricewaterhousePrice Waterhouse in 1984. Ms. Puccio also serves as a Director of UGI Utilities, Inc., a subsidiary of the Company.

Ms. Puccio’s qualifications to serve as a director include her senior financial executive management experience with a global company and her extensive public accounting knowledge and experience. Her education (Ms. Puccio 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 financial strategy, asset management and risk management. Ms. Puccio also possesses international experience by virtue of her executive position at a large global company.

RICHARD W. GOCHNAUER

Director since 2011

Age 64

		MARVIN O. SCHLANGER Principal, Cherry Hill Chemical Investments, L.L.C. Director since 1998 Age 66 Presiding Director Chair, Compensation and Management Development Committee Chair, Executive Committee Member, Corporate Governance Committee

Mr. Gochnauer retiredSchlanger is a Principal in May 2011the firm of Cherry Hill Chemical Investments, L.L.C. (a management services and capital firm for chemical and allied industries) (since 1998). Mr. Schlanger previously 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 Directordirector of United StationersAmeriGas Propane, Inc. (a wholesale distributor, and UGI Utilities, Inc., both of which are subsidiaries of UGI Corporation. He is also a director of Taminco Global Chemical Holdings, LLP, an integrated producer of alkylamines and alkylamine derivatives, CEVA Logistics B.V. and CEVA Holdings, LLC, where he serves as chairman, and Momentive Specialty Chemical Holdings, LLC. Mr. Schlanger was previously a director of LyondellBassell Industries (until 2013) and Hexion Specialty Chemicals Inc., now known as Momentive Specialty Chemicals Inc. (until 2010).

Mr. Schlanger’s qualifications to serve as a director include his senior management, strategic planning, business products) (2002 to 2011). He previously serveddevelopment, risk management, and general operations experience throughout his career as President andChief Executive Officer, Chief Operating Officer, and Vice ChairmanChief Financial Officer of Arco Chemical Company, a large public company. As an executive having worked for a company 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 President, International,committee member on the boards of Golden State Foods Corporation (a food service industry supplier) (1994 to 2002). Prior to that, Mr. Gochnauer serveddirectors of large public and private international companies, including his experience serving on boards of directors of public companies as Executive Vice Presidenta result of the Dialbeing nominated by a major shareholder.

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Mr. Vincent retired in 2011 from his position as President of Springwell Corporation, with responsibility for its householda 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 laundry consumer products businesses. Mr. Gochnauer also servesFormer Chairman of the Board of the VOYA Funds and as a Director of UGI Utilities, Inc., AmerisourceBergen Corporation and Golden State Foods Corporation.

FRANK S. HERMANCE

Director since 2011

Age 64

Mr. Hermance is Chairmana subsidiary of the Board (since 2001) and Chief Executive Officer of Ametek Inc. (a global manufacturer of electronic instruments and electromechanical devices). He previously served as President and Chief Operating Officer of Ametek Inc. (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. and as a Director of the Greater Philadelphia Alliance for Capital and Technologies.Company. He previously served as a Director of IDEX Corporation, endingAmeriGas 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 investment banking, capital market and financial expertise. Mr. Vincent’s education (Mr. Vincent has a bachelor’s degree in April 2012.mathematics and engineering from Yale University and a Master of Business Administration degree with a concentration in finance from Harvard University) and experience provide him with financial expertise.

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 Vice Chairman of AmeriGas Propane, Inc. (since 2005) and UGI Utilities, Inc. (since 2005), both of which 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 Division 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’s qualifications to serve as a director include his extensive strategic planning, operational and executive leadership experience as the Company’s CEO and President, his previous service as the Company’s Chief Operating Officer, and his prior senior management experience with a global public company. Mr. Walsh has in-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.

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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 and creditors, and the communities in which we do business. To accomplish this purpose, the Board considers the interests of the Company’s stakeholdersshareholders when, together with management, it sets the strategies and objectives of the Company.

The Board, also evaluates management’s performancerecognizing the importance of good corporate governance in pursuing those strategies and achieving those objectives.

In carrying out its responsibilities underto our shareholders, has adopted the guidelines set forth by theUGI Corporation Principles of Corporate Governance. The Principles of Corporate Governance provide a framework for the effective governance of the Board will:and the Company by outlining the responsibilities of the Board and Board Committees. The Board, upon recommendation of the 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. Governance or in print, free of charge, upon written request.

Director Independence

The Board has determined that, other than Messrs. Greenberg and 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 also adopted established the following guidelines to assist it in determining director independence:

(i) if a CodeDirector serves as an officer, director or trustee of Ethics fora non-profit organization, charitable contributions to that organization by the Chief Executive OfficerCompany and Senior

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Financial Officers that appliesits affiliates in an amount up to the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and (ii)$250,000 per year will not be considered to result in a Code of Business Conduct and Ethics for Directors, Officers and Employees. Both Codesmaterial relationship between such Director and the ChartersCompany, and

(ii) service by a Director or his immediate family member as an executive officer or employee of a company that makes payments to, or receives payments from, the Company or its affiliates for property or services in an amount that, in any of the Corporate Governance, Audit, Compensationlast three fiscal years, did not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues will not be considered to result in a material relationship between such Director and Management Development,the Company.

In making its determination of independence, the Board considered ordinary business transactions between Ms. Puccio’s and Safety, Environmental,Mr. Hermance’s employers and Regulatory Committeessubsidiaries of the Company that were in compliance with the categorical standards set by the Board of Directors 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 Treasurer, UGI Corporation, P.O. Box 858, Valley Forge, PA 19482, or by calling 800-844-9453.for determining director independence.

During Fiscal 2013, the Company’s Board of Directors amended and restated the Company’s Bylaws and Principles of Corporate Governance to provide for a majority voting standard for uncontested elections of its Directors. Previously, the Company followed a plurality standard in all Director elections. During Fiscal 2013, the Board of Directors also adopted a policy prohibiting the Company’s directors and executive officers from (i) hedging the securities of UGI Corporation and AmeriGas Partners, (ii) holding UGI Corporation and AmeriGas Partners securities in margin accounts as collateral for a margin loan, and (iii) pledging the securities of UGI Corporation and AmeriGas Partners. Prior to the implementation of this policy, there were no executive officers or directors who had engaged in the hedging or pledging of UGI Corporation or AmeriGas Partners securities.

Board Leadership Structure and Role in Risk Management

OurThe Board of Directors determines whichthe most appropriate Board leadership structure best serves its needsto ensure effective and thoseindependent leadership while also ensuring appropriate insight into the operations and strategic issues of our shareholders.the Company. Currently, the Company’s Board leadership consists of a non-executive Chairman, a Presiding Director and strong committee chairmen. Mr. Greenberg serveshas served as Non-Executive Chairman of the Board of Directors of the Company. Mr. Greenberg served as Executive Chairman and Chief Executive Officer ofsince his retirement from the Company prior to his retirement in Fiscal 2013. The Board believes that the Company is best served by having Mr. Greenberg’s previous service in both capacities provided a single source of leadership and authority for the BoardGreenberg as Non-Executive Chair due to Mr. Greenberg’shis unique, in-depth knowledge of the Company’s corporate strategy and operating history. In addition, Mr. Greenberg’s dual role proved to be efficient and contributed to effective communication between the Board and management. However, the Board determined that it would be appropriate to separate the roles of Chairman and Chief Executive Officer following Mr. Greenberg’s retirement as Chief Executive Officer given his willingness to serve as the Non-Executive Chairman of the Board. The Board believes that the combination of Mr. Walsh as the Company’s Chief Executive Officer and Mr. Greenberg as Non-Executive Chairman of the Board of Directors serves the best interests of the Company.

Mr. Schlanger currently serves as the Board’s Presiding Director. Each year, the independent members of the Board designatesdesignate an independent, Presiding Director who chairs periodic meetings of the independent Directors and serves as principal liaison between the Chairman and the other Directors on sensitive issues.

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Senior management of the Company is responsible for assessing and managing risk. Senior management has developed an enterprise risk management process intended to identify, prioritize and monitor key risks that may affect the Company. Our Board plays an

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important role in overseeing management’s performance of these functions. In addition to general oversight by the Board, the Board has approved the charter of its Audit Committee, and the charter sets out the primary responsibilities of the Audit Committee. Those responsibilities require the Audit Committee to discuss with management, the general auditor and the independent auditors the Company’s enterprise risk management policies and risk management 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.

In order to further assist the Board in its The Compensation and Management Development Committee is responsible for oversight of management’s activities in the areas of safety, environmental and regulatory compliance,Company’s compensation programs to ensure that the Board established theprograms do not encourage employees to take unnecessary or excessive risks. The Safety, Environmental and Regulatory Compliance Committee in November 2012. The charterhas primary oversight responsibility for the committee sets out the primary responsibilities of the committee, including review of policies, programs, procedures, initiatives and training related to safety, environmental and regulatory compliance for the Company’s domestic and multinationalinternational business units, and discussion with management of matters related thereto.units.

Our businesses are subject to a number of risks and uncertainties, which are described in detail in our Annual Report on Form 10-K for the year ended September 30, 2013.2014. 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 Audit CommitteeCommittees and the Board and to the Safety, Environmental and Regulatory Compliance Committee on safety, environmental and regulatory compliance matters, on steps being taken to enhance management processes and controls in light of evolving market, business, regulatory and other conditions. The ChairmenChair of the Auditeach Committee and the Safety, Environmental and Regulatory Compliance Committee reportreports to the entire Board on their respective committee’s activities and decisions. 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 Independence

The Board of Directors has determined that, other than Messrs. GreenbergMeetings and 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 of Directors has established the following guidelines to assist it in determining director independence: (i) if a Director serves as an officer, director or trustee of a non-profit organization, charitable contributions to that organization by the Company and its affiliates in an amount up to $250,000 per year will not be considered to result in a material relationship between such Director and the Company, and (ii) service by a Director or his immediate family member as an executive officer or employee of a company that makes payments to, or receives payments from, the Company or its affiliates for property or services in an amount that, in any of the last three fiscal years, did not exceed the greater of $1 million or 2 percent of such other company’s consolidated gross revenues will not be considered to result in a

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material relationship between such Director and the Company. In making its determination of independence, the Board of Directors considered ordinary business transactions between Ms. Puccio’s and Mr. Hermance’s employers and subsidiaries of the Company that were in compliance with the categorical standards set by the Board of Directors for determining director independence.Attendance

The Board of Directors held 710 meetings in Fiscal 2013.2014. 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 attend the Company’s Annual Meeting of Shareholders, and each of the Company’s sitting Directors attended the 20132014 Annual Meeting of Shareholders. Independent Directors of the Board also meet in regularly scheduled sessions without management. These sessions are led by our Presiding Director.

Board and Committee Structure

Annually, the Corporate Governance Committee monitors and assesses the structure, composition, operations and performance of the Board and, if appropriate, makes recommendations for changes.

The Boardcharters of Directors has established the Audit Committee, the Compensation and Management Development Committee, the Executive Committee, the Corporate Governance Committee, and the Safety, Environmental and Regulatory Compliance Committee. AllCommittee can be found on our Company’s website,www.ugicorp.com, under Investor Relations, Corporate Governance or in print, free of these Committees are responsible to the full Board of Directors. The functions of and other information about these Committees are summarized below.

Board Committees

Audit Committeecharge, upon written request.

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AUDIT COMMITTEE MEMBERS: R.B. Vincent (Chairman), R.W. Gochnauer, and M.S. Puccio.Audit Committee

The Board of Directors has determined that allAudit Committee (i) oversees the Company’s accounting and financial reporting processes and independent audits of the Audit Committee members – Messrs. Vincentfinancial statements; (ii) oversees the adequacy of internal controls relative to financial and Gochnauerbusiness risk; (iii) monitors compliance with enterprise risk management policies; (iv) appoints, and Ms. Puccio, qualify as “audit committee financial experts” in accordance withapproves the applicable rules and regulationscompensation of, the SEC. 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.

Each of the members of the Audit Committee is “independent” as defined by the New York Stock Exchange listing standards. The Board has determined that all of the Audit Committee members qualify as “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC.

MEETINGS HHELDELD LLASTAST YEAR: 1217

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; and (ix) selects and oversees the performance of the compensation consultant, ensuring such consultant’s independence.

Each of the members of the Compensation and Management Development Committee is “independent” as defined by the New York Stock Exchange listing standards.

CMOMPENSATIONANDEETINGS MHANAGEMENTELD DLEVELOPMENTAST CYOMMITTEE MEMBERSEAR: M.O. Schlanger (Chairman), F.S. Hermance, E.E. Jones,5

Corporate Governance Committee

The Corporate Governance Committee (i) identifies nominees and A. Pol.reviews the qualifications of persons eligible to stand for election as Directors and makes recommendations to the Board; (ii) reviews and recommends candidates for committee 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.

Each of the members of the Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGS HHELDELD LLASTAST YYEAREAR: 83

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,

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programs, procedures, initiatives and training; (ii) reviews risks associated with the Company’s international businesses; (iii) reviews reports regarding the Company’s code of ethical conduct for employees to the extent relating to safety, environmental or regulatory compliance matters; and (iv) keeps abreast of the regulatory environment within which the Company operates.

Each of the members of the Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGS HELD LAST YEAR: 3

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.

MEETINGS HELD LAST YEAR: 4

Compensation Committee Interlocks and Insider Participation

The members of the Compensation and Management Development Committee are Messrs. Schlanger, Hermance and Jones and Mrs. Pol. None of the members is a former or

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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.

Executive Committee

EXECUTIVE COMMITTEE MEMBERS: M.O. Schlanger (Chairman), L.R. Greenberg, R.B. Vincent, and J.L. Walsh.

MEETINGS HELDLASTYEAR: 0

Corporate Governance Committee

Selection and Evaluation of Board Candidates

The Corporate Governance Committee seeks director candidates based upon a number of qualifications, including their independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community, and ability to foster a diversity of backgrounds and views and to complement the Board’s existing strengths. The Committee seeks individuals who have a broad range of demonstrated abilities and accomplishments in areas of 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 past performance of the Director on the Board. As part of the process of selecting independent Board candidates, the Committee obtains an opinion of the Company’s General 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 Committee generally relies upon recommendations from a wide variety of its business contacts, including current non-management Directors, executive officers, community leaders, and shareholders as a source

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for potential Board candidates. The Committee may also use the services of a third-party executive search firm to assist it in identifying and evaluating possible nominees for director. Mr. Hermance was recommended to the Committee as a possible nominee by a third-party executive search firm.

The 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. When considering whether the Board’s Directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to satisfy the oversight responsibilities of the Board, the Committee and the Board consideredconsider primarily the information about the backgroundsbackground, experience and experiencesskills of each of the nominees contained under the caption “Nominees” on pages 12 to 15. In particular, with regard to Mr. Greenberg, the Board considered his executive leadership and vision demonstratedas described in leading the Company’s successful growth for more than 18 years, and his extensive industry knowledge and experience. With regard to Mr. Schlanger, the Board considered his senior management experience as Chief Executive Officer, Chief Operating Officer, and Chief Financial OfficerItem 1, Election of ARCO Chemical Company, a large public company, and his experience serving as chairman, director and committee member on the boards of directors of large public and private international companies, including his experience serving on boards of directors of public companies as a result of being nominated by a major shareholder. With regard to Mrs. Pol, the Board considered her significant experience as a senior executive managing high technology, traditional manufacturing and services businesses, including experience in human resource management, and her insight into government regulatory issues. With regard to Mr. Jones, the Board considered his extensive experience managing government and non-profit organizations as Chief Executive Officer, his public and private company directorship experience and his insight into workforce, regulatory, banking and legal issues. With regard to Mr. Walsh, the Board considered his appointment as Chief Executive Officer following Mr. Greenberg’s retirement, his experience managing the Company as Chief Operating Officer, his prior senior management experience with a global public company, and his broad industry knowledge and insight. With regard to Mr. Vincent, the Board considered his senior executive experience in banking and finance, and his extensive public and private company directorship and committee experience, including his experience as Chairman of the Board of a major mutual fund organization. With regard to Ms. Puccio, the Board considered her senior financial management experience with a global company and her extensive public accounting knowledge and experience. With regard to Mr. Gochnauer, the Board considered his experience as Chief Executive Officer of a large public company, his international business senior management experience, and his public and private company directorship experience. With regard to Mr. Hermance, the Board considered his senior management experience as a Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer of a large global public company, his extensive international business experience, his public company directorship and committee experience, and his extensive mergers and acquisitions knowledge and experience.Directors.

Written recommendations by shareholders for director nominees should be deliveredsubmitted to the Corporate Secretary, UGI Corporation, 460 North Gulph Road, King of Prussia,

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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

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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 anthe annual meeting, please contact the Corporate Secretary.

CORPORATE GOVERNANCE COMMITTEE MEMBERS: E.E. Jones (Chairman)Director Stock Ownership Guidelines

The Board of Directors has a policy requiring Directors to own Company common stock, together with stock units, in an aggregate amount equal to five times the Director’s annual cash retainer, and to achieve the target level of common stock ownership within five years after joining the Board.

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, M.O. Schlanger, and R.W. Gochnauer.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.

Each of the members of the Committee is “independent” as defined by the New York Stock Exchange listing standards.

MEETINGSHELDLASTYEAR: 4

Safety, Environmental and Regulatory Compliance Committee

SAFETY,ENVIRONMENTALANDREGULATORYCOMPLIANCE COMMITTEE MEMBERS: F.S. Hermance (Chairman), A. Pol and M.S. Puccio.

MEETINGSHELDLASTYEAR: 2

Communications with the Board

You may contact the Board of Directors, an individual non-management director, or the non-management 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 atwww.ugicorp.com under Investor Relations – Corporate Governance.

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Any communications directed to the Board of Directors, an individual non-management director, or the non-management 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 of the Board.Committee.

All other communications directed to the Board of Directors, an individual non-management director, or the non-management Directors as a group are initially reviewed by the General Counsel. The ChairmanCorporate Secretary. In the event the Corporate Secretary has any question as to whether the directors 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 Governance Committee is advised promptly of any such communication that alleges misconductSectary will distribute communications to the Board, an individual director, or to selected directors, depending on the part of Company management or raises legal, ethical or compliance concerns about Company policies or practices.

On a periodic basis, the Chairmancontent of the Corporate Governance Committee receives updates on other communications that raise issues related to the affairs of the Company but do not fall into the two prior categories. The Chairman of the Corporate Governance Committee determines which of these communications he would like to see.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 of Directors 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, customer complaints,but not limited to junk mail and mass mailings, resumes and other forms of job inquiries, opinion surveys and polls, and business solicitations.solicitations or advertisements.

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The table below shows the components of director compensation for Fiscal 2013.2014. 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.

Mr. Greenberg’s amount reflects a pro-rated retainer for the number of months he served as Non-Executive Chairman of the Company’s Board of Directors during Fiscal 2013.2014. During Fiscal 2014, the independent members of the Board of Directors, upon recommendation of the Corporate Governance Committee, approved a reduction (from $400,000 to $335,000) in Mr. Greenberg’s annual cash retainer for his service as Non-Executive Chairman, effective February 1, 2015. Mr. Greenberg will not receive any equity compensation for his service as Non-Executive Chairman.

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Notwithstanding anything to the contrary, the following reports of the AuditCompensation and Management Development Committee and the Compensation and Management DevelopmentAudit 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.

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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 Form 10-K for the fiscal year ended September 30, 20132014 and the Company’s proxy statement for the 20142015 Annual Meeting of Shareholders.

Compensation and Management

Development Committee

Marvin O. Schlanger, Chairman

Frank S. Hermance

Ernest E. Jones

Anne Pol

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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 2013.2014. 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 Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, and as adopted by the Public Company Accounting Oversight Board, and the independent auditors’ independence. In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning 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.

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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’s responsibility is to monitor and review these processes.

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.”

PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm since 2003. Theirfor Fiscal 2014 and its audit report appears in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013. In accordance with sound corporate governance practices and to ensure that the Committee and our shareholders are receiving the best and most cost-effective audit services available, the Committee has determined that it is in the best interests2014. As a result of the Company and its shareholders to commence aAudit Committee’s request for proposal process for audit services that was conducted during Fiscal 2014, the 2014Audit Committee selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year. PricewaterhouseCoopers LLP will be invited to participate in that process.

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 Form 10-K for the fiscal year ended September 30, 20132014 for filing with the SEC.

Audit Committee

Roger B. Vincent, Chairman

Richard W. Gochnauer

M. Shawn Puccio

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In the course of its meetings, the Audit Committee considered whether the provision by PricewaterhouseCoopers LLP of the professional services described below was compatible with PricewaterhouseCoopers 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 compensation and overseeing the work of the Company’s independent accountants. In recognition of this responsibility, the Audit Committee has a policy of pre-approving all audit and permissible non-audit services provided by the independent accountants. The Audit Committee has delegated such approval authority to its chairman, to be exercised in the intervals between meetings, in accordance with the Audit Committee’s pre-approval policy.

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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 PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, in Fiscal 20132014 and 20122013 were as follows:

As a result of the Audit Committee’s decision to conduct a request for proposal process for audit services that was conducted during Fiscal 2014, the Company’s shareholders are not being asked to ratify the appointment of any auditorAudit Committee selected Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2014.the 2015 fiscal year.

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The Company’s Board of Directors has a written policy for the review and approval of Related Person Transactions. 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.

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IntroductionINTRODUCTION

In this COMPENSATION DISCUSSIONAND ANALYSIS,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 since April 1, 2013, and our President and Chief Operating Officer through March 31, 2013;Officer; Kirk R. Oliver, our Chief Financial Officer; Lon R. Greenberg, our non-executive Chairman of the Board of Directors and, through March 31, 2013, our Chief Executive Officer; Jerry E. Sheridan, President and Chief Executive Officer of AmeriGas Propane;Propane, Inc.; Monica M. Gaudiosi, our Vice President, General Counsel and Secretary; and Bradley C. Hall, Vice President – New Business Development. We refer to these executive officers as our “named executive officers” for Fiscal 2013.2014.

Compensation decisions for Messrs. Walsh, Oliver, Greenberg, and Hall and Ms. Gaudiosi were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee. Compensation decisions for Mr. Sheridan were made by the independent members of the Board of Directors of AmeriGas Propane, Inc. (“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, Inc. Compensation/Pension Committee, as appropriate, in the relevant compensation decisions, unless the context indicates otherwise. We refer to our 2014, 2013, 2012, and 20112012 fiscal years as “Fiscal 2014,” “Fiscal 2013,” and “Fiscal 2012,” and “Fiscal 2011,” respectively.

Mr. Greenberg retired as Chief Executive OfficerOn July 29, 2014, our Board of Directors approved a three-for-two split of the Company’s common stock. The record date for the stock split was August 22, 2014 and the share distribution occurred on September 5, 2014. All UGI Corporation effective April 1, 2013. Mr. Greenberg received a prorated salary in Fiscal 2013 based on his retirement date. In addition, Mr. Greenberg received a prorated annual bonus primarily based on his target bonus award opportunity. Mr. Greenberg also received compensationshare amounts reflected throughout this Proxy Statement have been adjusted for his role as non-executive Chairman of the Boards of Directors of UGI Corporation, UGI Utilities, Inc. and AmeriGas Propane during Fiscal 2013. See Compensation of Directors – Director Compensation Table –Fiscal 2013 and accompanying narrative for additional information.three-for-two stock split.

Executive Summary

Our compensation program for named executive officers is designed to: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 higher level of compensation received by the Company’s named executive officers in Fiscal 2014 compared to Fiscal 2013 reflects outstanding performance by the Company during Fiscal 2014 as well as the Company’s outstanding returns to its shareholders.

The following are some of the Company’s Fiscal 2014 performance highlights:

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The following chart provides a brief summary ofsummarizes the principal elements of our Fiscal 2014 executive compensation program for Fiscal 2013.program. We describe these elements, as well as a discretionary bonus and discretionary equity grant awarded to Ms. Gaudiosi and Mr. Sheridan, respectively, retirement, severance and other benefits, in more detail later in this COMPENSATION DISCUSSIONAND ANALYSIS.Compensation Discussion and Analysis.

Principal Components of Compensation Paid to Named Executive Officers in Fiscal 20132014

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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 table is providedcharts set forth the Company’s earnings per share performance from Fiscal 2012 through Fiscal 2014 as supplemental information because we believe it illustrates a clear picturewell as the Company’s three-year total shareholder return 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.

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To better illustrate the total direct performance-based compensation paid or awarded to Mr. Walsh in Fiscal 2014, 2013 and 2012, and 2011.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 non-equity incentive compensation payouts reflect the Company’s improved EPS performance during the three-year period, while his actual (or estimated in the case of performance related to Fiscal 2013)2014) performance unit payout values andpayouts during the intrinsic valueperiod clearly demonstrate shareholder returns for the Company that are in excess of stock options awarded to Mr. Walsh based on UGI’s stock price on September 30, 2013.the returns of most companies included in the Company’s peer group.

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In 2013, we were ranked in the top quartile in a survey of the Fortune 500 companies for total return to shareholders over the last 10 years. 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 principal performance-based components of our compensation program have effectively linked our executives’ compensation to our financial performance, as indicated below.

Short-Term Incentives — Annual Bonuses

Our annual bonuses are directly tied to one key financial metricmetrics for each executive—earnings per share (“EPS”)executive – Adjusted EPS (in the case of Messrs. Walsh Oliver and GreenbergOliver and Ms. Gaudiosi), net income of UGI Energy Services, Inc.LLC and its subsidiaries (“UGI Energy Services”), adjusted to exclude the loss on Midstream and Marketing’s commodity derivative instruments not associated with Fiscal 2014 transactions (in the case of Mr. Hall), and AmeriGas Propane’s earnings before interest, taxes, depreciation and amortization, (“EBITDA”), adjusted to exclude acquisition and transition expenses related to heritagethe mark-to-market loss in commodity derivative instruments at AmeriGas Propane acquisition (“Adjusted EBITDA”), and then modified for customer growth (in the case of Mr. Sheridan). For Mr. Sheridan, a portion of his bonus is also tied to achievement of customer service goals. As illustrated in the below chart, 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 forgoing correlation between the Adjusted EPS and bonus payout amounts would also be true with respect to the correlation between (i) Adjusted EBITDA and Mr. Sheridan’s bonus payout and (ii) UGI Energy Services’ adjusted net income and Mr. Hall’s bonus payout. Each Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS 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. For Fiscal 2014, the Committee exercised its discretion and adjusted the actual Adjusted EPS for bonus purposes to (i) exclude the impact of transition expenses incurred during Fiscal 2014 associated with a potential acquisition in France, and (ii) include the retroactive effects of changes in French tax legislation that had been excluded from Adjusted EPS. See COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis — Elements of Compensation — Annual Bonus Awards. The following table demonstrates the strong link between Company financial performance and bonus payout percentages by illustrating that the Company’s improved EPS during each of the last three fiscal years directly correlates to increased bonus payouts for our executives.

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.

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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 the perspective of our executives,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 stock. As further demonstrated bya result of the following table, which pertains to stock options granted in Fiscal 2013 to Mr. Walsh,Company’s performance, the fiscal year-end intrinsic value of the options granted to our executives during Fiscal 20132014 is lessmore 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 has increased, thereby evidencing a strong alignment of management’s compensation with

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shareholder returns. The table below illustrates the intrinsic value of the stock options granted to Mr. Walsh in Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.