UGI CORP PA
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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FY2024 · Filed Nov 26, 2024
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Glossary of Terms and Abbreviations
Terms and abbreviations used in this Form 10-K are defined below:
UGI Corporation and Related Entities
AmeriGas Finance Corp. -A wholly owned subsidiary of AmeriGas Partners
AmeriGas OLP -AmeriGas Propane, L.P., the principal operating subsidiary of AmeriGas Partners
AmeriGas Partners - AmeriGas Partners, L.P., an indirect wholly owned subsidiary of UGI; also referred to, together with its consolidated subsidiaries, as the “Partnership”
AmeriGas Propane - Reportable segment comprising AmeriGas Propane, Inc. and its subsidiaries, including AmeriGas Partners and AmeriGas OLP
AmeriGas Propane, Inc. - A wholly owned second-tier subsidiary of UGI and the general partner of AmeriGas Partners; also referred to as the “General Partner”
AvantiGas -AvantiGas Limited, an indirect wholly owned subsidiary of UGI International, LLC
Company - UGI and its consolidated subsidiaries collectively
DVEP - DVEP Investeringen B.V., an indirect wholly owned subsidiary of UGI International, LLC
Electric Utility - UGI Utilities’ regulated electric distribution utility located in northeastern Pennsylvania
Energy Services - UGI Energy Services, LLC, a wholly owned subsidiary of Enterprises
Enterprises - UGI Enterprises, LLC, a wholly owned subsidiary of UGI
ESFC - Energy Services Funding Corporation, a wholly owned subsidiary of Energy Services
Flaga -Flaga GmbH, an indirect wholly owned subsidiary of UGI International, LLC
Gas Utility - UGI’s regulated natural gas businesses, inclusive of PA Gas Utility and WV Gas Utility
General Partner - AmeriGas Propane, Inc., the general partner of AmeriGas Partners
GHI -GHI Energy, LLC, a Houston-based renewable natural gas company and indirect wholly owned subsidiary of Energy Services
MBL Bioenergy -MBL Bioenergy, LLC
Midstream & Marketing - Reportable segment comprising Energy Services and its subsidiaries including UGID
Mountaineer - Mountaineer Gas Company, a natural gas distribution company in West Virginia and a wholly owned subsidiary of Mountaintop Energy Holdings, LLC
Mountaintop Energy Holdings, LLC - Parent company of Mountaineer and wholly owned subsidiary of UGI
PA Gas Utility -UGI Utilities’ regulated natural gas distribution business, primarily located in Pennsylvania
Partnership - AmeriGas Partners and its consolidated subsidiaries, including AmeriGas OLP; also referred to as “AmeriGas Partners”
Pennant - Pennant Midstream, LLC, an indirect wholly owned subsidiary of Energy Services
Pine Run - Pine Run Gathering, LLC
Stonehenge -Stonehenge Appalachia, LLC, a midstream natural gas gathering business
UGI - UGI Corporation or, collectively, UGI Corporation and its consolidated subsidiaries
UGI Appalachia - UGI Appalachia, LLC, a wholly owned subsidiary of Energy Services
UGI France -UGI France SAS (a Société par actions simplifiée), an indirect wholly owned subsidiary of UGI International, LLC
UGI International - Reportable segment principally comprising UGI International, LLC and its foreign operations
UGI International Holdings, B.V. -An indirect wholly owned subsidiary of UGI International, LLC
UGI International, LLC - UGI International, LLC, a wholly owned subsidiary of Enterprises
UGI Moraine East - UGI Moraine East Gathering LLC, a wholly owned subsidiary comprising the assets acquired in the Stonehenge Acquisition
UGI Pine Run, LLC - A wholly owned subsidiary of Energy Services that holds a 49% membership interest in Pine Run
Utilities - Reportable segment comprising UGI Utilities and Mountaintop Energy Holdings, LLC
UGI Utilities - UGI Utilities, Inc., a wholly owned subsidiary of UGI comprising PA Gas Utility and Electric Utility
UGID - UGI Development Company, a wholly owned subsidiary of Energy Services prior to its sale on September 30, 2024
UniverGas - UniverGas Italia S.r.l, an indirect wholly owned subsidiary of UGI International, LLC
WV Gas Utility - Mountaineer’s regulated natural gas distribution business, located in West Virginia
Other Terms and Abbreviations
2013 OICP -UGI Corporation 2013 Omnibus Incentive Compensation Plan
5.625% Senior Notes - An underwritten public offering of $675 million aggregate principal amount of notes due May 2024, issued by AmeriGas Partners. Pursuant to the tender offer, dated May 22, 2023, AmeriGas Partners, in June 2023, redeemed all outstanding 5.625% Senior Notes due May 2024 and in so doing was released from the obligations with respect to the indenture for the 5.625% Senior Notes
5.50% Senior Notes - An underwritten private offering of senior notes due May 2025, co-issued by AmeriGas Partners and AmeriGas Finance Corp
5.875% Senior Notes - An underwritten private offering of senior notes due August 2026, co-issued by AmeriGas Partners and AmeriGas Finance Corp
5.75% Senior Notes - An underwritten private offering of senior notes due May 2027, co-issued by AmeriGas Partners and AmeriGas Finance Corp
6.02% Senior Note - A private placement of $25 million principal amount of senior notes due November 2030, issued by UGI Utilities
6.10% Senior Note - A private placement of $150 million principal amount of senior notes due November 2033, issued by UGI Utilities
6.40% Senior Note - A private placement of $75 million principal amount of senior notes due November 2053, issued by UGI Utilities
5.24% Senior Note - A private placement of $50 million principal amount of senior notes due November 30, 2029, issued by UGI Utilities
5.52% Senior Note - A private placement of $125 million principal amount of senior notes due November 30, 2034, issued by UGI Utilities
9.375% Senior Notes - An underwritten private offering of senior notes due May 2028, co-issued by AmeriGas Partners and AmeriGas Finance Corp.
2021 IAP -UGI Corporation 2021 Incentive Award Plan
2022 AmeriGas OLP Credit Agreement- Revolving credit agreement entered into by AmeriGas OLP on September 28, 2022, terminated concurrently with the execution of the AmeriGas Senior Secured Revolving Credit Facility
2024 Purchase Contract - A forward stock purchase contract issued by UGI Corporation in May 2021, as a part of the issuance of Equity Units which obligated holders to purchase a number of shares of UGI Common Stock from the Company on June 1, 2024
ABO - Accumulated Benefit Obligation
ACE - AmeriGas Cylinder Exchange
AFUDC - Allowance for Funds Used During Construction
AmeriGas Senior Secured Revolving Credit Facility - Revolving credit agreement entered into by AmeriGas OLP on August 2, 2024 and scheduled to expire in August 2029
AOCI -Accumulated Other Comprehensive Income (Loss)
ASC - Accounting Standards Codification
ASC 606 - ASC 606, “Revenue from Contracts with Customers”
ASC 820 -ASC 820, “Fair Value Measurement”
ASC 980 -ASC 980, “Regulated Operations”
ASU - Accounting Standards Update
ASU 2020-06 -An amendment of FASB ASC, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”
Bcf - Billions of cubic feet
Board of Directors - The board of directors of UGI
Btu - British thermal unit
CARES - Coronavirus Aid, Relief, and Economic Security Act
CERCLA - Comprehensive Environmental Response, Compensation and Liability Act
CFTC - Commodity Futures Trading Commission
COA - Consent Order and Agreement
CODM - Chief Operating Decision Maker as defined in ASC 280, “Segment Reporting”
Common Stock -Shares of UGI common stock
Common Units -Limited partnership ownership interests in AmeriGas Partners
Convertible Preferred Stock - Preferred stock of UGI titled 0.125% series A cumulative perpetual convertible preferred stock without par value and having a liquidation preference of $1,000 per share
Core market -Comprises (1) firm residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from Utilities; and (2) residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from others
DOT - U.S. Department of Transportation
DS - Delivery Service
DSIC - Distribution System Improvement Charge
EBITDA -Earnings before Interest, Taxes, Depreciation and Amortization
Energy Services Credit Agreement - Revolving credit agreement entered into by Energy Services on March 6, 2020, as amended, scheduled to expire in May 2028
Energy Services Term Loan Credit Agreement - Term loan credit agreement entered into by Energy Services in August 2019, as amended, with a final maturity of February 2030
EPACT 2005 - Energy Policy Act of 2005
ERISA -Employee Retirement Income Security Act of 1974
ERO - Electric Reliability Organization
EU - European Union
Equity Unit Agreements - Collection of agreements governing the rights, privileges and obligations of the holders of the Equity Units and UGI as issuer of the Equity Units, which were filed with the SEC on Form 8-K on May 25, 2021
Equity Unit - A corporate unit consisting of a 2024 Purchase Contract and 1/10th or 10% undivided interest in one share of Convertible Preferred Stock
Exchange Act - Securities Exchange Act of 1934, as amended
FDIC - Federal Deposit Insurance Corporation
FERC - Federal Energy Regulatory Commission
FIFO - First-in, first-out inventory valuation method
Fiscal 2021 -The fiscal year ended September 30, 2021
Fiscal 2022 - The fiscal year ended September 30, 2022
Fiscal 2023 - The fiscal year ended September 30, 2023
Fiscal 2024 - The fiscal year ended September 30, 2024
Fiscal 2025 - The fiscal year ending September 30, 2025
Fiscal 2026 - The fiscal year ending September 30, 2026
Fiscal 2027 - The fiscal year ending September 30, 2027
Fiscal 2028 - The fiscal year ending September 30, 2028
Fiscal 2029 - The fiscal year ending September 30, 2029
FTC - Foreign Tax Credit
GAAP - U.S. generally accepted accounting principles
GDPR - General Data Protection Regulation
GHG - Greenhouse gas
GILTI - Global Intangible Low Taxed Income
Gwh - Millions of kilowatt hours
Hunlock - Hunlock Creek Energy Center located near Wilkes-Barre, Pennsylvania, a 174-megawatt natural gas-fueled electricity generating station
ICE - Intercontinental Exchange
IRC - Internal Revenue Code
IREP - Infrastructure Replacement and Expansion Plan
IRPA - Interest rate protection agreement
IRS - Internal Revenue Service
IT - Information technology
LIBOR - London Inter-bank Offered Rate
LNG - Liquefied natural gas
LPG - Liquefied petroleum gas
LTIIP - Long-term infrastructure improvement plans
MD&A -Management’s Discussion and Analysis of Financial Condition and Results of Operations
MDPSC -Maryland Public Service Commission
MGP -Manufactured gas plant
Mountaineer Acquisition - Acquisition of Mountaintop Energy Holdings LLC, which closed on September 1, 2021
Mountaineer 2023 Credit Agreement - Revolving credit agreement entered into by Mountaineer on November 26, 2019, as amended, scheduled to expire in December 2025
NAV -Net asset value
NOAA - National Oceanic and Atmospheric Administration
NOL - Net operating loss
NPNS - Normal purchase and normal sale
NTSB -National Transportation Safety Board
NYDEC -New York State Department of Environmental Conservation
NYMEX - New York Mercantile Exchange
OSHA - Occupational Safety and Health Administration
PADEP - Pennsylvania Department of Environmental Protection
PAPUC - Pennsylvania Public Utility Commission
Partnership Agreement -Fourth amended and restated agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of July 27, 2009, as amended
PBO -Projected benefit obligation
Pennant Acquisition -Energy Services’ Fiscal 2022 acquisition of the remaining 53% equity interest in Pennant
PennEnergy - PennEnergy Resources, LLC
PGA - Purchased gas adjustment
PGC - Purchased gas costs
PJM - PJM Interconnection, LLC
PRP -Potentially responsible party
PUHCA 2005 - Public Utility Holding Company Act of 2005
Receivables Facility - A receivables purchase facility of Energy Services with an issuer of receivables-backed commercial paper
Retail core-market - Comprises firm residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service that purchase their natural gas from Utilities
RNG - Renewable natural gas
ROU - Right-of-use
ROD -Record of Decision
SARs -Stock Appreciation Rights
SEC - U.S. Securities and Exchange Commission
SERC-Safety, Environmental, and Regulatory Compliance
Series B preferred stock - Preferred stock of UGI titled 0.125% series B cumulative perpetual preferred stock with terms substantially identical to the Convertible Preferred Stock, except that it will not be convertible
SOFR -Secured Overnight Financing Rate
Stonehenge - Stonehenge Energy Resources III, LLC, a portfolio company of Energy Spectrum Partners VIII, L.P.
Stonehenge Acquisition - Acquisition of Stonehenge Appalachia, LLC, which closed January 27, 2022
Stock Unit -Unit awards that entitle the grantee to shares of UGI Common Stock or cash subject to service conditions
TCJA - Tax Cuts and Jobs Act
TSR - Total Shareholder Return
U.K. -United Kingdom
U.S. -United States of America
UGI comparator group - The Russell Midcap Utility Index, excluding telecommunications companies, and beginning in Fiscal 2021, a custom UGI performance peer group
UGI Corporation Senior Notes - Aggregate $700 million convertible senior notes entered into by UGI Corporation on June 11, 2024, with a final maturity date of June 2028
UGI Corporation 2025 Credit Agreement -Unsecured senior facilities agreement entered into by UGI Corporation on October 11, 2024, comprising a $475 million revolving credit facility, with a maturity date of October, 11, 2028, and a $400 million term loan facility with a maturity date of October 11, 2027.
UGI Corporation Credit Facility Agreement -An amended and restated unsecured senior credit facilities agreement entered into by UGI Corporation on May 4, 2021, comprising (1) a $250 million term loan facility, (2) a $300 million term loan facility, (3) a $300 million delayed draw term loan facility, and (4) a $300 million revolving credit facility, paid off in full and terminated in October 2024
UGI International 2023 Credit Agreement -A five-year unsecured senior facilities agreement entered into in March 2023, as amended, comprising a €300 million variable-rate term loan facility and a €500 million multicurrency revolving credit facility scheduled to expire in March 2028
UGI Performance Units -Unit awards that entitle the grantee to shares of UGI Common Stock or cash subject to service and market performance conditions
UGI Utilities 2023 Credit Agreement - Revolving credit agreement entered into by UGI Utilities on November 9, 2023, as amended, scheduled to expire in November 2028
UGI Utilities Credit Agreement - Revolving credit agreement entered into by UGI Utilities on June 27, 2019, as amended, repaid in full and terminated concurrently with the execution of the UGI Utilities 2023 Credit Agreement
USD - U.S. dollar
U.S. Pension Plans - Consists of (1) a defined benefit pension plan for employees hired prior to January 1, 2009 of UGI, UGI Utilities and certain of UGI’s other domestic wholly owned subsidiaries; and (2) a defined benefit pension plan for employees of Mountaineer hired prior to January 1, 2023
VDP- Voluntary Departure Plan
VEBA - Voluntary Employees’ Beneficiary Association
WVPSC - Public Service Commission of West Virginia
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.