8-K
Ugi Corp /Pa/ (UGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 1-11071 | 23-2668356 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
500 North Gulph Road, King of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610 337-1000
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, without par value | UGI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2025, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 7, 2025, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended June 30, 2025.
Presentation materials containing certain historical and forward-looking information relating to the Company (the “Presentation Materials”) have been made available on the Company’s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
| 99.1 | Press Release of UGI Corporation dated August 6, 2025. |
|---|---|
| 99.2 | Presentation of UGI Corporation dated August 7, 2025. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UGI Corporation | ||
|---|---|---|
| August 7, 2025 | By: | /s/ Sean P. O'Brien |
| Name: | Sean P. O'Brien | |
| Title: | Chief Financial Officer |
Document
Press Release
UGI Reports Third Quarter Results
August 6, 2025
VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) today reported financial results for the fiscal quarter ended June 30, 2025.
HIGHLIGHTS
•Q3 GAAP diluted earnings per share ("EPS") of $(0.76) and adjusted diluted EPS of $(0.01) compared to GAAP diluted EPS of $(0.23) and adjusted diluted EPS of $0.06 in the prior-year period.
•Year-to-date GAAP diluted EPS of $3.16 and adjusted diluted EPS of $3.55 compared to GAAP diluted EPS of $2.52 and adjusted diluted EPS of $3.22 in the prior-year period.
•Year-to-date reportable segments earnings before interest expense and income taxes1 ("EBIT") of $1,184 million compared to $1,185 million in the prior-year period.
•Executed on our strategic portfolio optimization initiative, generating approximately $150 million from asset sales in the Global LPG businesses, specifically in Hawaii, Italy, and a small cylinder business in the UK.
•Expect to be at the top end of our Fiscal 2025 adjusted EPS guidance range of $3.00 - $3.152 per share.
"We have achieved outstanding year-to-date results that showcase the strength of our asset portfolio and our team's commitment to safely and reliably deliver energy solutions to our customers," said Bob Flexon, President and Chief Executive Officer. "Our focus on driving superior business performance, operational excellence and creating greater financial flexibility is unwavering. We are particularly encouraged by the cultural transformation underway throughout the organization, as well as the customer-focused operational improvements being implemented at AmeriGas to strengthen performance. Through our balanced approach to growth investment and shareholder returns, we are building a more resilient and profitable UGI that creates sustainable value for shareholders."
EARNINGS CALL AND WEBCAST
UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss the quarterly earnings and other current activities at 9:00 AM ET on Thursday, August 7, 2025. Interested parties may listen to the audio webcast both live and in replay on the Internet at https://www.ugicorp.com/investors/financial-reports/presentations or by visiting the company website at https://www.ugicorp.com and clicking on Investors and then Presentations. A replay of the webcast will be available after the event until 11:59 PM ET August 6, 2026.
CONTACT INVESTOR RELATIONS
Tel: +1 610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
ABOUT UGI
UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.
Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.
USE OF NON-GAAP MEASURES
Management uses "adjusted net income attributable to UGI Corporation" and "adjusted diluted EPS," both of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP").
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.
The tables on the last page of this press release reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and diluted EPS, the most comparable GAAP measure, to adjusted diluted EPS, to reflect the adjustments referred to above.
1 Reportable segments' EBIT represents an aggregate of our reportable operating segment level EBIT, as determined in accordance with GAAP.
2 Because we are unable to predict certain potentially material items affecting diluted EPS on a GAAP basis and principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile fiscal year 2025 adjusted diluted EPS, a non-GAAP measure, to diluted EPS, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules.
USE OF FORWARD-LOOKING STATEMENTS
This press release contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws.
SEGMENT RESULTS ($ in millions, except where otherwise indicated)
Utilities
| For the fiscal quarter ended June 30, | 2025 | 2024 | (Decrease) Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 287 | $ | 257 | $ | 30 | 12 | % | ||
| Total margin (a) | $ | 168 | $ | 164 | $ | 4 | 2 | % | ||
| Operating and administrative expenses | $ | 96 | $ | 86 | $ | 10 | 12 | % | ||
| Operating income | $ | 29 | $ | 37 | $ | (8) | (22) | % | ||
| Earnings before interest expense and income taxes | $ | 30 | $ | 39 | $ | (9) | (23) | % | ||
| Gas Utility system throughput - billions of cubic feet | ||||||||||
| Core market | 12 | 12 | — | — | % | |||||
| Total | 82 | 78 | 4 | 5 | % | |||||
| Gas Utility degree days—% (warmer) than normal (b) | (8.9) | % | (26.1) | % | ||||||
| Capital expenditures | $ | 146 | $ | 126 | $ | 20 | 16 | % |
•Gas Utility service territory experienced temperatures that were 25% colder than the prior-year period.
•Total Gas Utility volumes increased 5% largely due to an increase in large firm delivery service volumes.
•Total margin increased $4 million primarily due to benefits from the Infrastructure Replacement and Expansion Program (IREP) at the West Virginia Gas Utility.
•Operating and administrative expenses increased $10 million primarily reflecting, among other things, higher personnel related and maintenance expenses.
•Operating income decreased $8 million as higher total margin ($4 million) was more than offset by higher operating and administrative expenses ($10 million) and increased depreciation expense ($2 million) from continued distribution system capital expenditure activity.
Midstream & Marketing
| For the fiscal quarter ended June 30, | 2025 | 2024 | (Decrease) Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 278 | $ | 253 | $ | 25 | 10 | % | ||
| Total margin (a) | $ | 77 | $ | 86 | $ | (9) | (10) | % | ||
| Operating and administrative expenses | $ | 32 | $ | 30 | $ | 2 | 7 | % | ||
| Operating income | $ | 27 | $ | 41 | $ | (14) | (34) | % | ||
| Earnings before interest expense and income taxes | $ | 27 | $ | 43 | $ | (16) | (37) | % | ||
| Heating degree days - % (warmer) than normal (b) | (5.4) | % | (23.5) | % | ||||||
| Capital expenditures | $ | 30 | $ | 40 | $ | (10) | (25) | % |
•Temperatures were 22% colder than the prior-year period.
•Total margin decreased $9 million largely due to lower midstream margins ($7 million) which arose mainly from lower natural gas gathering and processing activities and the absence of power generation margin ($5 million) associated with the sale of Hunlock Creek in September 2024, partially offset by higher margins from gas marketing activities ($4 million).
•Operating income decreased $14 million largely due to lower total margin ($9 million), lower other operating income primarily from storage farmout payments in the prior year ($6 million) and higher operating and administrative expenses ($2 million).
UGI International
| For the fiscal quarter ended June 30, | 2025 | 2024 | (Decrease) Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 437 | $ | 455 | $ | (18) | (4) | % | ||
| Total margin (a) | $ | 192 | $ | 211 | $ | (19) | (9) | % | ||
| Operating and administrative expenses (a) | $ | 129 | $ | 138 | $ | (9) | (7) | % | ||
| Operating income | $ | 43 | $ | 57 | $ | (14) | (25) | % | ||
| Earnings before interest expense and income taxes | $ | 43 | $ | 57 | $ | (14) | (25) | % | ||
| LPG retail gallons sold (millions) | 139 | 152 | (13) | (9) | % | |||||
| Heating degree days - % (warmer) than normal (b) | (20.8) | % | (10.0) | % | ||||||
| Capital expenditures | $ | 24 | $ | 24 | $ | — | — | % |
UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. Differences in these translation rates affect the comparison of line item amounts presented in the table above. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During the 2025 and 2024 three-month periods, the average unweighted euro-to-dollar translation rates were approximately $1.13 and $1.08, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.34 and $1.26, respectively.
•Temperatures were 16% warmer than the prior-year period.
•Retail volumes were 9% lower than the prior-year period largely due to continued structural conservation, the absence of certain customers who previously converted from natural gas to LPG, and the effects of warmer weather.
•Total margin decreased $19 million primarily due to lower retail volumes and reduced LPG unit margins, partially offset by the translation effects of the stronger foreign currencies (~$10 million).
•Operating and administrative expenses decreased $9 million reflecting lower personnel-related and distribution expenses, partially offset by the translation effects of the stronger foreign currencies (~$8 million).
•Operating income decreased $14 million reflecting lower total margin ($19 million), partially offset by lower operating and administrative expenses ($9 million) and higher depreciation and amortization expenses ($2 million).
AmeriGas Propane
| For the fiscal quarter ended June 30, | 2025 | 2024 | (Decrease) Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 434 | $ | 445 | $ | (11) | (2) | % | ||
| Total margin (a) | $ | 227 | $ | 228 | $ | (1) | — | % | ||
| Operating and administrative expenses | $ | 220 | $ | 219 | $ | 1 | — | % | ||
| Operating loss / loss before interest expense and income taxes | $ | (28) | $ | (27) | $ | (1) | 4 | % | ||
| Retail gallons sold (millions) | 138 | 142 | (4) | (3) | % | |||||
| Heating degree days - % (warmer) than normal (b) | (0.1) | % | (5.5) | % | ||||||
| Capital expenditures | $ | 20 | $ | 21 | $ | (1) | (5) | % |
•Temperatures were 5% colder than the prior-year period.
•Retail gallons decreased 3% due to the effect of net customer attrition.
•Total margin was fairly comparable to prior year as the impact of lower LPG volumes was substantially offset by higher LPG unit margins.
•Operating loss was largely consistent with the prior year as slightly lower total margin and slightly higher operating and administrative expenses were partially offset by higher gains on asset sales.
(a)Total margin represents total revenue less total cost of sales. In the case of Utilities, total margin is also reduced by certain revenue-related taxes.
(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data.
REPORT OF EARNINGS – UGI CORPORATION
(Millions of dollars, except per share)
(Unaudited)
| Three Months Ended<br>June 30, | Nine Months Ended<br>June 30, | Twelve Months Ended<br>June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||
| Revenues: | ||||||||||||
| Utilities | $ | 287 | $ | 257 | $ | 1,545 | $ | 1,396 | $ | 1,747 | $ | 1,606 |
| Midstream & Marketing | 278 | 253 | 1,232 | 1,130 | 1,471 | 1,391 | ||||||
| UGI International | 437 | 455 | 1,725 | 1,853 | 2,151 | 2,382 | ||||||
| AmeriGas Propane | 434 | 445 | 1,909 | 1,869 | 2,311 | 2,303 | ||||||
| Corporate & Other (a) | (42) | (30) | (321) | (280) | (348) | (310) | ||||||
| Total revenues | $ | 1,394 | $ | 1,380 | $ | 6,090 | $ | 5,968 | $ | 7,332 | $ | 7,372 |
| Earnings (loss) before interest expense and income taxes: | ||||||||||||
| Utilities | $ | 30 | $ | 39 | $ | 412 | $ | 400 | $ | 412 | $ | 398 |
| Midstream & Marketing | 27 | 43 | 276 | 298 | 291 | 336 | ||||||
| UGI International | 43 | 57 | 296 | 305 | 314 | 323 | ||||||
| AmeriGas Propane | (28) | (27) | 200 | 182 | 160 | 210 | ||||||
| Total reportable segments | 72 | 112 | 1,184 | 1,185 | 1,177 | 1,267 | ||||||
| Corporate & Other (a) | (199) | (71) | (96) | (195) | (345) | (22) | ||||||
| Total earnings (loss) before interest expense and income taxes | (127) | 41 | 1,088 | 990 | 832 | 1,245 | ||||||
| Interest expense: | ||||||||||||
| Utilities | (24) | (22) | (75) | (69) | (99) | (89) | ||||||
| Midstream & Marketing | (11) | (9) | (35) | (29) | (47) | (41) | ||||||
| UGI International | (13) | (11) | (34) | (33) | (45) | (44) | ||||||
| AmeriGas Propane | (36) | (41) | (106) | (122) | (140) | (163) | ||||||
| Corporate & Other, net (a) | (17) | (13) | (55) | (43) | (72) | (57) | ||||||
| Total interest expense | (101) | (96) | (305) | (296) | (403) | (394) | ||||||
| Income (loss) before income taxes | (228) | (55) | 783 | 694 | 429 | 851 | ||||||
| Income tax benefit (expense) | 65 | 7 | (92) | (152) | (11) | (178) | ||||||
| Net income (loss) attributable to UGI Corporation | $ | (163) | $ | (48) | $ | 691 | $ | 542 | $ | 418 | $ | 673 |
| Earnings (loss) per share attributable to UGI shareholders: | ||||||||||||
| Basic | $ | (0.76) | $ | (0.23) | $ | 3.22 | $ | 2.58 | $ | 1.95 | $ | 3.20 |
| Diluted | $ | (0.76) | $ | (0.23) | $ | 3.16 | $ | 2.52 | $ | 1.92 | $ | 3.12 |
| Weighted Average common shares outstanding (thousands): | ||||||||||||
| Basic | 214,813 | 210,679 | 214,896 | 210,090 | 214,899 | 210,573 | ||||||
| Diluted | 214,813 | 210,679 | 218,423 | 215,218 | 217,661 | 215,909 | ||||||
| Supplemental information: | ||||||||||||
| Net income (loss) attributable to UGI Corporation: | ||||||||||||
| Utilities | $ | 5 | $ | 13 | $ | 260 | $ | 254 | $ | 243 | $ | 239 |
| Midstream & Marketing | 19 | 22 | 258 | 234 | 262 | 262 | ||||||
| UGI International | 36 | 39 | 229 | 213 | 278 | 235 | ||||||
| AmeriGas Propane | 37 | (36) | 16 | 17 | (24) | 1 | ||||||
| Total reportable segments | 97 | 38 | 763 | 718 | 759 | 737 | ||||||
| Corporate & Other (a) | (260) | (86) | (72) | (176) | (341) | (64) | ||||||
| Total net income (loss) attributable to UGI Corporation | $ | (163) | $ | (48) | $ | 691 | $ | 542 | $ | 418 | $ | 673 |
(a) Corporate & Other includes specific items attributable to our reportable segments that are not included in profit measures used by our Chief Operating Decision Maker in assessing our reportable segments' performance or allocating resources. These specific items are shown in the section titled "Non-GAAP Financial Measures - Adjusted Net Income (Loss) Attributable to UGI and Adjusted Diluted Earnings Per Share" below. Corporate & Other also includes the elimination of certain intercompany transactions.
Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share.
The following tables reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted EPS, the most comparable GAAP measure, to adjusted diluted EPS, to reflect the adjustments referred to previously:
| Three Months Ended<br>June 30, | Nine Months Ended<br>June 30, | Twelve Months Ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||
| Adjusted net income (loss) attributable to UGI Corporation (millions): | |||||||||||||
| Net income (loss) attributable to UGI Corporation | $ | (163) | $ | (48) | $ | 691 | $ | 542 | $ | 418 | $ | 673 | |
| Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(31), $15, $(2), $16, $(1) and $62, respectively) | 81 | (33) | 12 | (66) | 18 | (190) | |||||||
| Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(7), $1, $(4), $(5), $(8) and $(1), respectively) | 18 | — | 12 | 13 | 21 | 3 | |||||||
| Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $0, $0, $0, $0, $(3), and $0, respectively) | — | — | — | — | 192 | — | |||||||
| Loss on extinguishment of debt (net of tax of $(2), $(2), $(2), $(2), $(3) and $(2), respectively) | 8 | 5 | 8 | 5 | 9 | 5 | |||||||
| Impairments of equity method investments and assets (net of tax of $0, $0, $0, $(2), $(1) and $(2), respectively) | — | 25 | — | 30 | — | 30 | |||||||
| Business transformation expenses (net of tax of $0, $0, $0, $0, $0, and $(1), respectively) | — | — | — | — | — | 3 | |||||||
| Costs associated with exit of the UGI International energy marketing business (net of tax of $0, $0, $0, $(14), $(1) and $(17), respectively) | — | 2 | — | 68 | 1 | 79 | |||||||
| Loss on disposals of businesses (net of tax of $(1), $(17), $(1), $(17), $5 and $(17), respectively) | 53 | 45 | 53 | 45 | 63 | 45 | |||||||
| AmeriGas operations enhancement for growth project (net of tax of $0, $(3), $0, $(6), $0 and $(7), respectively) | — | 9 | — | 19 | — | 23 | |||||||
| Restructuring costs (net of tax of $0, $(2), $0, $(12), $(8) and $(12), respectively) | — | 7 | — | 37 | 19 | 37 | |||||||
| Net gain on sale of UGI headquarters building (net of tax of $0, $0, $0, $0, $0 and $4, respectively) | — | — | — | — | — | (10) | |||||||
| Total adjustments (1) | 160 | 60 | 85 | 151 | 323 | 25 | |||||||
| Adjusted net income (loss) attributable to UGI Corporation | $ | (3) | $ | 12 | $ | 776 | $ | 693 | $ | 741 | $ | 698 | |
| Adjusted diluted earnings (loss) per share: | |||||||||||||
| UGI Corporation earnings (loss) per share — diluted (2) | $ | (0.76) | $ | (0.23) | $ | 3.16 | $ | 2.52 | $ | 1.92 | $ | 3.12 | |
| Net losses (gains) on commodity derivative instruments not associated with current-period transactions | 0.38 | (0.14) | 0.06 | (0.31) | 0.08 | (0.88) | |||||||
| Unrealized losses (gains) on foreign currency derivative instruments | 0.08 | — | 0.05 | 0.06 | 0.10 | 0.01 | |||||||
| Loss associated with impairment of AmeriGas Propane goodwill | — | — | — | — | 0.88 | — | |||||||
| Loss on extinguishment of debt | 0.04 | 0.02 | 0.04 | 0.02 | 0.04 | 0.02 | |||||||
| Impairments of equity method investments and assets | — | 0.12 | — | 0.14 | — | 0.14 | |||||||
| Business transformation expenses | — | — | — | — | — | 0.01 | |||||||
| Costs associated with the exit of the UGI International energy marketing business | — | 0.01 | — | 0.32 | — | 0.37 | |||||||
| Loss on disposals of businesses | 0.25 | 0.21 | 0.24 | 0.21 | 0.29 | 0.21 | |||||||
| AmeriGas operations enhancement for growth project | — | 0.04 | — | 0.09 | — | 0.11 | |||||||
| Restructuring costs | — | 0.03 | — | 0.17 | 0.09 | 0.17 | |||||||
| Net gain on sale of UGI headquarters building | — | — | — | — | — | (0.05) | |||||||
| Total adjustments (2) | 0.75 | 0.29 | 0.39 | 0.70 | 1.48 | 0.11 | |||||||
| Adjusted diluted earnings (loss) per share (2) | $ | (0.01) | $ | 0.06 | $ | 3.55 | $ | 3.22 | $ | 3.40 | $ | 3.23 |
(1)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
(2)The diluted loss per share for the three months ended June 30, 2024 was determined excluding the effect of 3.82 million dilutive shares as the impact of such shares would have been antidilutive due to the net loss for the period. The adjusted diluted EPS for the three months ended June 30, 2024 was determined based upon fully diluted shares of 214.50 million.
6
q3fy25earningspresentati
Fiscal 2025 Third Quarter Earnings Presentation August 7, 2025
About This Presentation 2 This presentation contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws. Management uses “adjusted net income attributable to UGI Corporation”, “adjusted diluted earnings per share (“EPS”)”, “UGI Corporation Free Cash Flow”, and “UGI Corporation Adjusted Earnings before interest, taxes, depreciation and amortization (“EBITDA”)”, all of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. The tables in the Appendix reconcile adjusted diluted EPS, adjusted net income attributable to UGI Corporation, UGI Corporation Free Cash Flow and UGI Corporation adjusted EBITDA to their nearest GAAP measures.
Bob Flexon President & Chief Executive Officer Sean O’Brien Chief Financial Officer
Robust Performance across Key Financial Metrics Year-to-date (YTD) signifies 9-month period ending June 30, 2025. 1. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. 2. Reportable Segments EBIT stands for UGI Corporation’s Earnings before interest expense and income taxes excluding EBIT related to Corporate & Other. 3. Leverage defined as net debt to Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Metric differs from relevant debt agreement due to cash eligibility within Net debt and other adjustments. Leverage under the relevant debt agreement is 4.0x. 4. Free cash flow is a non-GAAP measure calculated as Net Cash from Operating Activities less Capital Expenditure. See Appendix for reconciliation. 5. Available liquidity comprises of cash and cash equivalents and available borrowing capacity on revolving credit facilities. 6. Because we are unable to predict certain potentially material items affecting diluted EPS on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile FY25 adjusted diluted EPS, a non-GAAP measure, to diluted EPS, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. YTD FY25 GAAP diluted EPS of $3.16 vs. $2.52 in YTD FY24 Record YTD adjusted diluted EPS highlights financial resilience, improving operational execution and strong improvement in our safety performance 11% increase in YTD FY25 free cash flow4 (vs YTD FY24) due to sustainable cash generation Strengthened balance sheet with robust available liquidity5 providing financial flexibility Expect to achieve the top end of our FY25 adjusted EPS guidance range of $3.00 to $3.15 per share6 YTD Adjusted Diluted EPS1 $3.22 $3.55 YTD FY24 YTD FY25 10% 4 3.8x Leverage3 as of June 30, 2025 $558M YTD FY25 Free Cash Flow4 $1.9B Available Liquidity as of June 30, 20255 $1.2B Reportable Segments EBIT2
Our Global LPG businesses Our Natural Gas businesses 5 Recent Highlights Released our 2024 ESG report, “Delivering Positive Energy Every Day”, demonstrating measurable progress across all commitments ✓ $605 million in YTD capital expenditure1; 80%+ allocated to the natural gas businesses ✓ Sustained customer growth with ~9,000 residential heating and commercial customers added2 at Utilities YTD FY25 ✓ Continued progress on the PA Gas Utility rate case: On July 9th, there was a joint petition for approval of settlement for $69.5 million of a revenue increase which is subject to review and approval by the Administrative Law Judges and PA Public Utility Commission ✓ Generating ~$150 million of cash through LPG asset sales in Hawaii, Italy, and a small cylinder business in the UK ✓ Customer improvement initiatives progressing as expected with ongoing execution of key actions related to procurement, routing and delivery, and call- center reshoring ✓ To streamline focus on profitable customer segments, we are substantially exiting the wholesale business which represented ~11% of total LPG gallons sold and essentially a breakeven business in FY24 Update on AmeriGas Customer Improvement Initiatives 1. Includes investments in equity method investees. 2. Includes conversions from other energy sources.
Financial Results
Q3 FY25 Financial Results Q3 FY25 Adjusted Diluted EPS – Comparison with Q3 FY241 1. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. Q3 FY25 GAAP diluted EPS of $(0.76) vs. ($0.23) in Q3 FY24 ($0.04) ($0.01) ($0.02) $0.34 ($0.34) $0.06 ($0.01) Q3 FY24 Adj. Diluted EPS Utilities Midstream & Marketing UGI International AmeriGas Propane Corporate & Other Q3 FY25 Adj. Diluted EPS Taxes ($0.34) 7
Q3 FY25 Segment Results Recap – Natural Gas Q3 FY25 EBIT - Comparison with Q3 FY24 ($ in million) Utilities Midstream & Marketing Weather Total margin represents total revenue less total cost of sales. In the case of Utilities, the total margin is also reduced by certain revenue-related taxes. OPEX stands for Operating & Administrative Expenses, and D&A stands for Depreciation and Amortization. 1. Power generation asset (Hunlock Creek) divested in September 2024. Key Drivers • Higher margin primarily reflecting higher margins at WV Gas Utility from an increase in IREP revenues compared to the prior-year period • Higher OPEX reflect, among other things, higher personnel expenses and slightly higher maintenance expense • Higher D&A reflects the effects of continued distribution system capital expenditure activity 8.9% 24.9% Vs. Normal Vs. PY Increase Decrease WarmerColder Weather Key Drivers • Lower margin primarily reflecting lower midstream margins ($7 million), mainly from lower gathering and processing activities, and the absence of margin from power generation1 ($5 million), partially offset by higher total margin from natural gas marketing ($4 million) • Lower other operating income primarily due to storage farmout payments in the prior year ($6 million) 5.4% 22.4% Vs. Normal Vs. PY Q3 FY24 EBIT Q3 FY25 EBIT Total Margin OPEX D&A Other Q3 FY24 EBIT Q3 FY25 EBIT Total Margin OPEX D&A Other $39 $4 ($10) ($2) ($1) $30 $43 ($9) ($2) $2 ($7) $27 8
Q3 FY25 Segment Results Recap – Global LPG Q3 FY25 EBIT - Comparison with Q3 FY24 ($ in million) UGI International AmeriGas Propane Weather Key Drivers • LPG retail gallons sold were 9% lower largely due to continued structural conservation, the absence of certain customers who previously converted from natural gas to LPG and the impact from the warmer weather • Total margin decrease primarily reflects lower margin contributions from our LPG business and divested energy marketing activities, partially offset by the translation effects of stronger foreign currencies ($10 million) • Lower OPEX primarily reflects lower personnel expenses and lower distribution expenses due to lower retail volumes sold, partially offset by the translation effects of stronger foreign currencies ($8 million) Increase Decrease WarmerColder Weather Key Drivers • Retail gallons sold decreased 3% primarily due to continuing customer attrition, largely offset by the impact from the colder weather • Total margin was comparable as the higher average retail propane unit margins ($6 million) was substantially offset by the lower retail propane volumes sold ($5 million) 20.8% 15.5% Vs. Normal Vs. PY 0.1% 5.2% Vs. Normal Vs. PY Q3 FY24 EBIT Q3 FY25 EBIT Total Margin OPEX D&A Other Q3 FY24 EBIT Q3 FY25 EBIT Total Margin OPEX D&A Other ($19) $9 ($2) ($2) $57 $43 ($1) ($1) $1 $0 ($27) ($28) 9
Our FY25 adjusted EPS guidance range excludes any impact from the One Big Beautiful Bill Act that is currently under internal review and anticipated to provide incremental benefit in FY25 10 YTD Performance and FY25 Guidance $0.07 4 $1.05 $1.18 $1.19 YTD FY25 Performance $3.553 YTD FY25 GAAP diluted EPS of $3.16 vs. $2.52 in YTD FY24 1.Excludes Corporate and Other. 2. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. 3. Includes Corporate and Other of $0.06. 4. In FY25, AmeriGas has realized a higher tax rate due to limitations on interest expense deductibility. On a consolidated basis, there is a related offset to normalize the corporation’s tax rate, and this is reflected in Corp & Other. 5. Because we are unable to predict certain potentially material items affecting diluted EPS on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile FY25 adjusted diluted EPS, a non-GAAP measure, to diluted EPS, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. Utilities Midstream & Marketing UGI International AmeriGas Propane Expect to achieve the top end of the FY25 adjusted EPS guidance range of $3.00 - $3.15 per share5 Q4 Assumption Underlying business performance consistent with the prior-year period (excluding Q4 FY24 tax benefits which arose from a change in tax law impacting UGI International) Adjusted Diluted EPS2 Reportable Segments EBIT1 ($ in Million) $200 $296 $276 $412 $1,184
$712 $493 $550 $356 $476 $789 $283 $68 $42 $1,734 $1,100 $196 FY26 FY27 FY28 FY29-54 AmeriGas Propane UGI International Midstream & Marketing Utilities UGI Corporation Liquidity and Balance Sheet Update 1. Available liquidity comprises of cash and cash equivalents and available borrowing capacity on revolving credit facilities. 2. Free cash flow is a non-GAAP measure calculated as Net Cash from Operating Activities less Capital Expenditure. See Appendix for reconciliation. 3. Leverage defined as net debt to Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Metric differs from relevant debt agreement due to cash eligibility within net debt and other adjustments. Leverage under the relevant debt agreement is 4.0x. 4. As of June 2025, the Company's 2028 convertible Senior Notes became eligible for early conversion requests beginning July 1, 2025, through September 30, 2025, subject to certain conditions. As a result, the Company reclassified the convertible Senior Notes to Current maturities of long-term debt as of June 30, 2025. To date, no noteholder has elected to convert their notes. In August 2025, UGI amended its credit agreement to add $300 million in contingent available liquidity for potential early conversion requests of the convertible Senior Notes. The $300 million in contingent availability liquidity is not included in Available Liquidity of $1.9 billion. 5. As of June 30, 2025. Long-term debts with maturities of less than $10 million in a particular year have not been represented in the chart. UGI Corporation Long-Term Debt Maturities ($ in million)4,5Available Liquidity ($ in billion)4 $0.2 $0.2 $0.2 $0.4 $0.4 $1.7 $1.3 $1.3 $1.5 $1.5 $1.9 $1.5 $1.5 $1.9 $1.9 Jun-24 Sep-24 Dec-24 Mar-25 Jun-25 Cash and cash equivalents Available borrowing capacity Liquidity Position Cash Flow Performance Leverage Management Debt Profile Well-laddered debt maturities with manageable near-term obligations YTD free cash flow2 generated Leverage at UGI Corporation3 as of June 30, 2025 Available liquidity1 as of June 30, 2025$1.9B $558M 3.8x 11
12 Positioned for Sustainable Value Creation Utilities operating in constructive regulatory environment and targeting 9%+ rate base CAGR Low capital-intensive LPG businesses generating sustainable free cash flows to fuel growth in the natural gas businesses Natural gas businesses positioned to capitalize on growing natural gas demand and AI/data center related opportunities Strengthening balance sheet with $1.9B in liquidity presents multiple expansion opportunities Committed to customer-focused and safety improvements in the domestic propane business Midstream business with core assets within the Marcellus and Utica basin providing earnings stability through 80%+ fee-based contract structures 141 Consecutive Years of Paying Dividends Strong energy and utilities infrastructure with a prudent strategy, proven dividend reliability, and focused execution on value-creating operational, customer-focused and safety improvements
Q & Q A
APPENDIX
Q3 and YTD FY25 Adjusted Diluted Earnings per Share (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) The EPS for the three months ended June 30, 2024 was determined excluding the effect of 3.82 million dilutive shares as the impact of such shares would have been antidilutive due to the net loss for the period. The adjusted EPS for the three months ended June 30, 2024 was determined based upon fully diluted shares of 214.50 million. Q3 FY25 Q3 FY24 YTD FY25 YTD FY24 Utilities $0.02 $0.06 $1.19 $1.18 Midstream & Marketing 0.09 0.10 1.18 1.09 UGI International 0.17 0.19 1.05 0.99 AmeriGas Propane 0.17 (0.17) 0.07 0.08 Corporate & Other (a) (1.21) (0.41) (0.33) (0.82) Diluted earnings (loss) per share (b) (0.76) (0.23) 3.16 2.52 Net losses (gains) on commodity derivative instruments not associated with current-period transactions 0.38 (0.14) 0.06 (0.31) Unrealized losses (gains) on foreign currency derivative instruments 0.08 — 0.05 0.06 Loss on extinguishments of debt 0.04 0.02 0.04 0.02 AmeriGas operations enhancement for growth project — 0.04 — 0.09 Restructuring costs — 0.03 — 0.17 Costs associated with exit of UGI International energy marketing business — 0.01 — 0.32 Loss on disposals of businesses 0.25 0.21 0.24 0.21 Impairments of equity method investments and assets — 0.12 — 0.14 Total adjustments (a) 0.75 0.29 0.39 0.70 Adjusted diluted earnings (loss) per share (b) $(0.01) $0.06 $3.55 $3.22 15
Q3 and YTD FY25 Adjusted Net Income (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. ($ in Million) Q3 FY25 Q3 FY24 YTD FY25 YTD FY24 Utilities $5 $13 $260 $254 Midstream & Marketing 19 22 258 234 UGI International 36 39 229 213 AmeriGas Propane 37 (36) 16 17 Corporate & Other (a) (260) (86) (72) (176) Net income (loss) attributable to UGI Corporation (163) (48) 691 542 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(31), $15, $(2) and $16, respectively) 81 (33) 12 (66) Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(7), $1, $(4) and $(5), respectively) 18 — 12 13 Loss on extinguishments of debt (net of tax of $(2), $(2) $(2) and $(2), respectively) 8 5 8 5 AmeriGas operations enhancement for growth project (net of tax of $0, $(3), $0 and $(6), respectively) — 9 — 19 Restructuring costs (net of tax of $0, $(2), $0 and $(12), respectively) — 7 — 37 Costs associated with exit of UGI International energy marketing business (net of tax of $0, $0, $0 and $(14), respectively) — 2 — 68 Loss on disposals of businesses (net of tax of $(1),$(17), $(1) and $(17), respectively) 53 45 53 45 Impairments of equity method investments and assets (net of tax of $0, $0, $0 and $(2), respectively) — 25 — 30 Total adjustments (a) (b) 160 60 85 151 Adjusted net income (loss) attributable to UGI Corporation $(3) $12 $776 $693 16
($ in Million) Total Utilities Midstream & Marketing UGI International AmeriGas Propane Corp & Other Revenues $1,394 $287 $278 $437 $434 $(42) Cost of sales (837) (115) (201) (245) (207) (69) Total margin $557 $172 $77 $192 $227 $(111) Operating and administrative expenses (481) (100) (32) (129) (220) — Depreciation and amortization (140) (44) (20) (31) (45) — Loss on disposals of businesses (54) — — — — (54) Other operating income (expense), net 25 1 2 11 10 1 Operating income (loss) (93) 29 27 43 (28) (164) Loss on extinguishments of debt (10) — — — — (10) Other non-operating income (expense), net (24) 1 — — — (25) Earnings (loss) before income taxes and interest expense (127) 30 27 43 (28) (199) Interest expense (101) (24) (11) (13) (36) (17) Income (loss) before income taxes (228) 6 16 30 (64) (216) Income tax benefit (expense) 65 (1) 3 6 101 (44) Net income (loss) attributable to UGI Corporation $(163) $5 $19 $36 $37 $(260) Q3 FY25 Segment Reconciliation (GAAP) 1. For US GAAP purposes, certain revenue-related taxes within our Utilities segment are included in “Operating and administrative expenses” above. Such costs reduce margin for Management’s Results of Operations reported in our periodic filings. All non-GAAP adjustments are recorded at Corporate and Other. As a result, GAAP and non-GAAP earnings from each reportable segment – Utilities, Midstream & Marketing, UGI International and AmeriGas Propane – are the same. 1 1 17
Q3 FY25 UGI Corporation Adjusted EBITDA (non-GAAP) Year Ended September 30, Nine Months Ended June 30, ($ in Million) 2022 2023 2024 LTM JUN'24 LTM JUN'25 2023 2024 2025 Net income (loss) including noncontrolling interests $1,073 $ (1,502) $ 269 $ 673 $ 418 $ (1,633) $ 542 $ 691 Income taxes 313 (335) 71 178 11 (361) 152 92 Interest expense 329 379 394 394 403 281 296 305 Depreciation and amortization 518 532 551 549 553 397 414 416 EBITDA 2,233 (926) 1,285 1,794 1,385 (1,316) 1,404 1,504 Unrealized losses (gains) on commodity derivative instruments (598) 1,644 (77) (252) 19 1,814 (82) 14 Unrealized losses (gains) on foreign currency derivative instruments (50) 38 31 4 29 52 18 16 Loss on extinguishments of debt 11 9 9 7 12 9 7 10 Acquisition and integration expenses associated with the Mountaineer Acquisition 2 — — — — — — — Business transformation expenses 9 10 — 4 — 6 — — Impairments of equity method investments and assets 35 — 33 32 1 — 32 — Restructuring costs 29 — 76 49 27 — 49 — Loss associated with impairment of AmeriGas Propane goodwill — 656 195 — 195 656 — — Costs associated with exit of the UGI International energy marketing business 5 248 84 96 2 234 82 — Losses on disposals of businesses — — 66 62 58 — 62 54 Net gain on sale of UGI headquarters building — (14) — (14) — — — — AmeriGas operations enhancement for growth project 5 24 25 30 — 19 25 — Adjusted EBITDA $1,681 $1,689 $1,727 $1,812 $1,728 $1,474 $1,597 $1,598 18
YTD FY25 UGI Corporation Free Cash Flow (non-GAAP) ($ in Million) YTD FY25 YTD FY24 Net Cash from operating activities $1,137 $1,031 Capital Expenditure (579) (530) Free Cash Flow $558 $501 19
Investor Relations: Tameka Morris morrista@ugicorp.com Arnab Mukherjee mukherjeea@ugicorp.com